BLONDER TONGUE LABORATORIES, INC.


 


BARGAINING UNIT PENSION PLAN


 


AND


 


TRUST AGREEMENT


 


AMENDED AND RESTATED


 


EFFECTIVE


 


FEBRUARY 1, 2011


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I – DEFINITION OF TERMS	1
	ARTICLE II – FUNDING POLICY FOR PLAN BENEFITS	15
	2.01	Funding Method	15
	2.02	Funding Standard Account	15
	2.03	Investment Policy	15
	2.04	Insurance Contracts	15
	2.05	Investment Fund	15
	2.06	Nontransferability of Annuity Contracts	16
	2.07	Power to Purchase Keyman Insurance	16
	2.08	Predecessor Plan Assets	16
	ARTICLE III – ELIGIBILITY AND PARTICIPATION	17
	3.01	Age and Service Requirements	17
	3.02	Plan Administrator to Furnish Eligibility Information	17
	3.03	Information to be Provided by Employee	17
	3.04	Reclassification Out of or Into the Excluded Class	17
	3.05	Breaks in Service	18
	3.06	Re-employment and Commencement of Participation	18
	3.07	Election Not To Participate	18
	3.08	Effect of Participation	18
	ARTICLE IV – ELIGIBILITY FOR RETIREMENT BENEFITS	19
	4.01	Normal Retirement	19
	4.02	Early Retirement	19
	4.03	Postponed Retirement	19
	4.04	Disability Retirement	19
	ARTICLE V – AMOUNT OF RETIREMENT BENEFITS	21
	5.01	Normal Retirement Benefit	21
	5.02	Early Retirement Benefit	21
	5.03	Postponed Retirement Benefit	21
	5.04	Disability Retirement Benefit	22
	ARTICLE VI – FORMS AND PAYMENT OF RETIREMENT BENEFITS	23
	6.01	Normal Form of Retirement Benefit	23
	6.02	Automatic Qualified Joint and Survivor Annuity	23
	6.03	Optional Forms of Retirement Benefit	23
	6.04	Payment of Small Amounts	24
	6.05	Restrictions on Forms of Retirement Benefits	25
	6.06	Notice and Election of Form of Retirement Benefit	25
	6.07	Consent of Spouse	26
	6.08	Required Distributions	27
	6.09	When Benefits Are Payable:	29
	6.10	Manner of Providing Benefits	31
	6.11	Direct Rollovers	31
	ARTICLE VII – DEATH BENEFITS PRIOR TO RETIREMENT	34
	7.01	General	34
	7.02	Qualified Pre-retirement Survivor Annuity	34


 




    	 



    	 



    

 


	7.03	Payment of Death Benefits	35
	7.04	Required Distributions	35
	ARTICLE VIII – TERMINATION OF EMPLOYMENT AND VESTING	38
	8.01	Vesting of Benefits	38
	8.02	Vesting Schedule	38
	8.03	Amendments to the Vesting Schedule	38
	8.04	Distribution of Vested Accrued Benefit	39
	8.05	Accrued Benefit Upon Re-employment	39
	8.06	Repayment of Distribution	40
	8.07	Breaks in Service and Vesting	40
	8.08	Effect of Social Security Changes	41
	8.09	Disposition of Non-Vested Benefits	41
	ARTICLE IX – CONTRIBUTIONS BY PARTICIPANTS	42
	9.01	Mandatory Participant Contributions	42
	9.02	Voluntary Contributions by Participants	42
	9.03	Rollover Contributions by Participants	42
	ARTICLE X – LOANS TO PARTICIPANTS	43
	10.01	Availability of Loans	43
	ARTICLE XI – RESTRICTIONS TO PREVENT DISCRIMINATION	44
	11.01	Restrictions to Prevent Discrimination	44
	11.02	Repayment of Restricted Benefits	44
	ARTICLE XII - FIDUCIARY DUTIES	46
	12.01	General Fiduciary Duty	46
	12.02	Allocation of Responsibilities	46
	12.03	Delegation of Responsibilities	46
	12.04	Liability for Allocation or Delegation of Responsibilities	46
	12.05	Liability for Co-Fiduciaries	47
	12.06	Same Person May Serve in More than One Capacity	47
	ARTICLE XIII - THE PLAN ADMINISTRATOR	48
	13.01	Appointment of Plan Administrator	48
	13.02	Acceptance by Plan Administrator	48
	13.03	Signature of Plan Administrator	48
	13.04	Appointment of an Investment Manager	48
	13.05	Duties of the Plan Administrator	48
	13.06	Claims Procedure	49
	13.07	Claims Review Procedure:	50
	13.08	Compensation and Expenses of Plan Administrator	53
	13.09	Removal or Resignation	53
	13.10	Records of Plan Administrator	53
	13.11	Other Responsibilities	53
	ARTICLE XIV – THE TRUSTEE	54
	14.01	Appointment of Trustee	54
	14.02	Acceptance by Trustee	54
	14.03	Signature of Trustee	54
	14.04	Co-Trustees	54
	14.05	Allocation of Responsibilities	54


 




    	 



    	 



    

 


	14.06	Removal or Resignation	54
	14.07	Action by Trustee	55
	14.08	Records and Statement	55
	14.09	Responsibility for Plan Assets	55
	14.10	Investment Powers and Duties of the Trustee	55
	14.11	Other Powers of the Trustee	56
	14.12	Duties of the Trustee Regarding Payments	59
	14.13	Compensation and Expenses of Trustee	59
	14.14	Payment of Expenses	59
	14.15	Indemnification of Trustee	59
	ARTICLE XV – THE EMPLOYER AND PLAN SPONSOR	1
	15.01	Notification	1
	15.02	Record Keeping	1
	15.03	Bonding	1
	15.04	Signature of Employer	1
	15.05	Plan Counsel and Expenses	1
	15.06	Other Responsibilities	1
	15.07	Employer Contributions	2
	ARTICLE XVI – AMENDMENT OF PLAN	3
	16.01	Power to Amend	3
	16.02	Limitations on Amendments	3
	16.03	Method of Amendment	4
	16.04	Notice of Amendment	4
	ARTICLE XVII – TERMINATION OF PLAN	5
	17.01	Right to Terminate	5
	17.02	Effect of Termination	5
	17.03	Manner of Distribution	8
	17.04	Residual Amounts	8
	17.05	Termination of an Employer	8
	17.06	Partial Termination	8
	17.07	Effect of Partial Termination	8
	ARTICLE XVIII - THE INSURER	9
	18.01	Actions Consistent with Terms of Contracts	9
	18.02	Insurer not a Party to Plan	9
	18.03	Signature of Trustee	9
	18.04	Validity of Contracts	9
	ARTICLE XIX – LIMITATIONS ON BENEFITS	10
	19.01	Special Definitions	10
	19.02	Limitations Applicable to this Plan	14
	19.03	Aggregation of Plans	21
	19.04	Formerly Affiliated Plans of the Employer	21
	19.05	Plans of a Predecessor Employer	21
	19.06	Benefits Under Terminated Plans	22
	19.07	Benefits Transferred From the Plan	22
	19.08	Special Rules	22
	ARTICLE XX – TOP-HEAVY PROVISIONS	23


 




    	 



    	 



    

 


	20.01	Application	23
	20.02	Special Definitions	23
	20.03	Top-Heavy Minimum Accrued Benefit: For any Plan Year in which the Plan is Top-Heavy	27
	20.04	Nonforfeitability of Minimum Accrued Benefit	28
	20.05	Minimum Vesting Provision	28
	ARTICLE XXI – MISCELLANEOUS	29
	21.01	Participant’s Rights	29
	21.02	Alienation	29
	21.03	Actions Consistent with Terms of Plan	30
	21.04	Performance of Duties	31
	21.05	Validity of Plan	31
	21.06	Legal Action	31
	21.07	Gender and Number	31
	21.08	Uniformity	31
	21.09	Headings	31
	21.10	Receipt and Release for Payments	31
	21.11	Payments of Minors, Incompetents	32
	21.12	Missing Persons	32
	21.13	Merger or Consolidation	32
	21.14	Prohibition Against Diversion of Funds	33
	21.15	Period of the Trust	33
	21.16	Misstatement of Age	33
	21.17	Return of Contributions to the Employer	33
	21.18	Counterparts	34
	21.19	Limitations Based on Funded Status of the Plan	34
	21.20	Limitations on Unpredictable Contingent Event Benefit	36


 




    	 



    	 



    

 


ESTABLISHMENT AND ADOPTION


 


THIS AGREEMENT AND DECLARATION OF TRUST
is signed and executed on the day set forth below, but effective for all purposes as of February 1, 2011 by and between Blonder-Tongue
Laboratories, Inc., a corporation organized and existing under the laws of the State of New Jersey, with principal offices located
at One Jake Brown Road, Old Bridge, New Jersey, hereinafter referred to as the “Plan Sponsor”, and James Luksch and
Robert Palle, hereinafter collectively referred to as the “Trustee”.


 


WITNESSETH


 


WHEREAS, effective as of January 1, 1976,
Electrocomp, Inc. (a predecessor employer) established the Electrocomp Inc. Bargaining Unit Pension Plan (“Prior Plan”)
and executed a Trust Agreement to provide retirement benefits for eligible Employees; and


 


WHEREAS, Blonder-Tongue Laboratories, Inc.
became the successor Employer and Local No. 2066, IBEW the successor Union under said plan; and


 


WHEREAS, the Prior Plan and Trust Agreement
was subsequently amended and restated as of February 1, 1984; February 1, 1987; February 1, 2001 and February 1, 2006; and


 


WHEREAS, Blonder-Tongue Laboratories, Inc.
now wishes to amend and restate the Prior Plan and Trust Agreement for the benefit of its Employees who shall meet the eligibility
requirements hereinafter set forth and for the benefit of the beneficiaries of such Employees, respectively, as hereinafter provided;
and


 


WHEREAS, it is intended that this Plan
and Trust meet all the requirements of the Internal Revenue Code of 1986 and the Employee Retirement Income Security Act of 1974
and the Plan and Trust shall be interpreted, wherever possible, to comply with the terms of the Code and ERISA and all formal regulations
and rulings issued thereunder; and


 


WHEREAS, the provisions of this agreement
shall apply only to persons who are, or who become, Participants in this Plan on or after the effective date of this agreement.
Except as specifically provided in this agreement, the provisions of the Prior Plan will continue to apply to persons who are Former
Participants on the effective date of this agreement, unless and until such time as such persons may again become Participants
in this Plan.


 


THEREFORE, in consideration of the premises,
it is hereby agreed as set forth below.


 




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ARTICLE I – DEFINITION OF TERMS


 


As used in this Plan and Trust Agreement
the following terms shall have the following meanings unless a different meaning is plainly required by the context:


 


1.01       “Accrued
Benefit” shall mean, as of any given date, a monthly amount payable at a Participant’s Normal Retirement Date,
on the Normal Form of Retirement Benefit, equal to the Normal Retirement Benefit which a Participant would be entitled to at his
Normal Retirement Age, based on the Participant’s Years of Credited Service as of the given date. In no event shall the amount
of a Participant’s Accrued Benefit be less than his Accrued Benefit under the terms of the Prior Plan as of January 31, 1987.


 


The Accrued Benefit shall be frozen effective
August 1, 2006 and shall not increase thereafter.


 


1.02       “Actuarial
Equivalent” shall mean an amount or series of amounts whose actuarial present value is equal to the actuarial present
value of a given amount or series of amounts, determined on the basis of the Unisex Pension 1984 Mortality Table, set back 3 years,
and interest at the rate of 6% per year, compounded annually.


 


Provided that, for purposes of determining
whether a benefit shall be paid as a single lump sum payment under the automatic cash-out provisions of Section 6.04, and
for purposes of determining the amount of any distribution of an Accrued Benefit paid as a single lump sum payment or as an annuity
payable for a period other than the life of the Participant or the joint lives of the Participant and spouse, the actuarial present
values shall be determined based on the Applicable Mortality Table and the Applicable Interest Rate.


 


1.03       “Affiliated
Service Group” shall mean a group of corporations, partnerships, or other organizations which is an affiliated service
group as defined in Code Section 414(m).


 


1.04       “Age”
shall mean a person’s attained age.


 


1.05       “Alternate
Payee” shall mean any spouse, former spouse, child or other dependent of a Participant or Former Participant who is recognized
by a Qualified Domestic Relations Order as having a right to receive all, or a portion of, the benefits payable under this Plan
with respect to such Participant or Former Participant.


 


1.06       “Annual
Compensation” shall mean the amount of compensation used for purposes of compliance with Code Section 415, as defined
in Paragraph (c) of Section 19.01, during the calendar year that ends within a given Plan Year.


 


However, for any Self-Employed Individual,
Annual Compensation shall mean Earned Income.


 




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Notwithstanding the above, for purposes
of determining a Participant’s Accrued Benefit in any Plan Year beginning on or after January 1, 2002, the Annual
Compensation taken into account for any year shall not exceed two hundred thousand dollars ($200,000), as adjusted by the Commissioner
for increases in the cost of living after 2002 in accordance with Code Section 401(a)(17)(B). In determining benefit accruals
in Plan Years beginning after December 31, 2001, the annual compensation limit for determination periods beginning before January
1, 2002 shall be $200,000. The cost of living adjustment in effect on January 1 of any calendar year shall apply to any determination
period beginning in such calendar year. For this purpose, the “determination period” is any period not exceeding twelve
(12) months over which compensation is determined. For any period of less than twelve (12) months, the limit on Annual Compensation
in this paragraph shall be multiplied by a fraction, the numerator of which is the number of months in the period, and the denominator
of which is twelve (12).


 


Effective October 13, 1996, Annual
Compensation shall include imputed compensation during an Employee’s Qualified Military Service. An Employee’s imputed
compensation during Qualified Military Service shall be:


 


		(a)	The compensation the Employee would have received but
for his Qualified Military Service; or



 


		(b)	If such compensation is not reasonably certain, the compensation
the Employee would have received had he received compensation during his Qualified Military Service at his average rate during
the twelve (12) months immediately preceding his Qualified Military Service or, if shorter, his entire period of employment preceding
his Qualified Military Service.



 


1.07       “Annuity
Starting Date” shall mean the first day of the first period for which an amount is payable as an annuity. In the case
of a benefit not payable in the form of an annuity, the Annuity Starting Date shall be the date on which such benefit is actually
paid or begins to be paid.


 


1.08       “Applicable
Interest Rate” shall mean, with respect to determining the amount of a benefit with an Annuity Starting Date on or after
February 1, 2008, the interest rate prescribed under Code Section 417(e)(3)(C) (as it reads effective on and after the first day
of the 2008 Plan Year) as in effect for the first calendar month preceding the Plan Year in which the distribution is made.


 


1.09       “Applicable
Mortality Table” shall mean, with respect to determining the amount of a benefit with an Annuity Starting Date on or
after February 1, 2008, the mortality table prescribed under Code Section 417(e)(3)(B) (as it reads effective on and after the
first day of the 2008 Plan Year)


 


1.10       “Average
Monthly Compensation” shall mean Average Annual Compensation divided by twelve (12).


 


1.11       “Beneficiary”
shall mean any person, persons, or trust designated by a Participant in such form as the Plan Administrator may prescribe to receive
any death benefit that may be payable hereunder if such person or persons survive the Participant. This designation may be revoked
at any time in similar manner and form. In the event of the death of the designated Beneficiary prior to the death of the Participant,
the Contingent Beneficiary shall be entitled to receive any death benefit.


 




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1.12       “Board
of Directors” shall mean the Board of Directors of Blonder-Tongue Laboratories, Inc.


 


1.13       “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


1.14       “Contingent
Beneficiary” shall mean the person, persons, or trust duly designated by the Participant to receive any death benefit
from the Plan in the event the designated Beneficiary does not survive the Participant.


 


1.15       “Controlled
Group” shall mean a group of corporations which constitutes a controlled group of corporations as defined in Code Section 414(b).


 


1.16       “Domestic
Relations Order” shall mean any judgment, decree, or order (including approval of a property settlement agreement) which:


 


		(a)	Relates to the provision of child support, alimony payments,
or marital property rights to a spouse, child, or other dependent of a Participant or Former Participant; and



 


		(b)	Is made pursuant to a state domestic relations law (including
a community property law).



 


1.17       “Earliest
Retirement Age” shall mean the Age of a Participant on the earliest date on which such Participant could elect to receive
a Retirement Benefit pursuant to Article IV.


 


1.18       “Earned
Income” shall mean an individual’s net earnings from self-employment in the trade or business of the Employer,
for which personal services of the individual are a material income-producing factor. Net earnings shall be determined without
regard to items not included in gross income and the deductions allocable to such items. Net earnings shall be reduced by contributions
by the Employer to this Plan or any other qualified plan to the extent deductible under Code Section 404.


 


1.19       “Effective
Date” shall mean February 1, 2011, the Effective Date of this Plan. The Effective Date of the Prior Plan is January 1,
1976.


 


1.20       “Employee”
shall mean any person who is employed by the Employer or by any entity which, together with the Employer, is a member of a Controlled
Group, Group Under Common Control or Affiliated Service Group or which is required to be Aggregated with the Employer under Code
Section 414(o) in a capacity other than solely as a director or independent contractor. The term “Employee” shall
include an individual who is a Self-Employed Individual.


 




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The term “Employee” shall also
include a leased employee of the recipient Employer, but contributions or benefits provided by the leasing organization which are
attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. If such leased
employees constitute not more than twenty percent (20%) of the Employer’s non-highly compensated work force within the meaning
of Code Section 414 (n)(5)(C)(ii), the preceding sentence shall not apply to any leased employee who is covered by a
money purchase pension plan providing:




 


		(a)	A non-integrated employer contribution rate of at least
ten percent (10%) of compensation; and



 


		(b)	Immediate participation with respect to any person who
has received compensation from the leasing organization of at least one thousand dollars ($1,000) in any one of the four most
recent plan years of such plan; and



 


		(c)	Full and immediate vesting.



 


For purposes of this paragraph, the term
“leased employee” means any person who is not an Employee of the recipient Employer who, pursuant to an agreement between
the recipient Employer and any other person or organization (leasing organization), has performed services for the recipient Employer
(or for the Employer and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time
basis for a period of at least one (1) year and such services are performed under the primary direction or control of the recipient
Employer.


 


1.21       “Employer”
shall mean the Plan Sponsor and any other entity which, with the authorization of the Plan Sponsor, may adopt this Plan. All such
entities shall be treated as a single Employer for all purposes under this Plan, except when otherwise specifically provided.


 


Solely for purposes of determining Years
of Eligibility Service, Years of Vesting Service and One Year Breaks in Service, any entity not adopting this Plan which, together
with the Plan Sponsor, is a member of a Controlled Group, Group Under Common Control, or Affiliated Service Group shall also be
treated as an Employer for the period of time during which such entity was a member of such group.


 


1.22       “Employment
Commencement Date” shall mean the date on which the Employee first performs an Hour of Service for the Employer.


 


1.23       “Entry
Date” shall mean the date an Employee became or becomes a Participant in the Plan or became a Participant under the Prior
Plan. Entry Dates occur on the first day of each Plan Year.


 


1.24       “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


1.25       “Excluded
Employee” shall mean the following class of Employees who are not eligible to participate in this Plan:


 




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		(a)	Employees whose employment is not governed by the terms
of a collective bargaining agreement between Employee representatives and the Employer under which retirement benefits were the
subject of good faith bargaining between said Employee representatives and the Employer, for whom coverage under this Plan is
provided.



 


1.26       “Fiduciary”
shall mean and include the Trustee, Plan Administrator, Plan Sponsor, Investment Manager, and any other person or corporation
who –


 


		(a)	Exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets;



 


		(b)	Renders investment advice for a fee or other compensation,
direct or indirect, with respect to any moneys or other property of the Plan, or has any authority or responsibility to do so;



 


		(c)	Has any discretionary authority or discretionary responsibility
in the administration of the Plan; or



 


		(d)	Is described as a “fiduciary” in Sections 3(14)
or (21) of ERISA or is designated to carry out fiduciary responsibilities pursuant to this Agreement to the extent permitted by
Section 405(c)(1)(B) of ERISA.



 


1.27       “Former
Participant” means a person who was a Participant and is retaining a Vested Accrued Benefit under the Plan.


 


1.28       “Group
Under Common Control” shall mean a group of trades or businesses (whether or not incorporated) which are under common
control as defined in Code Section 414(c).


 


1.29       “Hour
of Service” shall mean and be determined as follows:


 


		(a)	Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for the Employer. These hours shall be credited to the Employee for the year or years
in which the duties are performed.



 


		(b)	Each hour for which an Employee is paid, or entitled
to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty or Leave
of Absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether
or not such period occurs in a single year). Hours under this paragraph shall be calculated and credited pursuant to Sections 2530.200b-2
of the Department of Labor Regulations which are incorporated herein by this reference.



 




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		(c)	Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph
(a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the
year or years to which the award or agreement pertains rather than the year in which the award, agreement or payment is made.



 


		(d)	Hours of Service shall be determined on the basis of
actual hours for which an Employee is paid, entitled to payment or for which back pay is awarded or agreed to.



 


		(e)	Where the Employer maintains the plan of a predecessor
employer, service for such predecessor employer shall be treated as service for the Employer.



 


		(f)	In the case of an Employee who is absent from work for
any period:



 


		(1)	By reason of the pregnancy of the Employee;



 


		(2)	By reason of the birth of a child of the Employee;



 


		(3)	By reason of the placement of a child with the Employee
in connection with the adoption of such child by such Employee; or



 


		(4)	For purposes of caring for such child for a period beginning
immediately following such birth or placement;



 


			Hours of Service, solely for purposes of determining whether a One-Year Break in Service has occurred,
shall include:



 


		(1)	The Hours of Service which otherwise would normally have
been credited to such Employee but for such absence; or



 


		(2)	In any case in which the Plan is unable to determine
the hours described in clause (1), eight (8) Hours of Service per day of such absence,



 


except that the total number of
hours treated as Hours of Service under this Section by reason of any such pregnancy or placement shall not exceed five hundred
and one (501) hours less the number of Hours of Service credited to an Employee pursuant to Subsections (a) through (e) above,
for an absence described in this Subsection (f). The hours described in this Subsection (f) shall be treated as Hours
of Service only in the computation period in which the absence from work begins, if an Employee would be prevented from incurring
a One-Year Break in Service in such computation period solely because the period of absence is treated as Hours of Service as provided
herein; or in any other case, in the immediately following computation period. Notwithstanding the foregoing, no credit will be
given pursuant to this Subsection (f) unless the Employee furnishes to the Plan Administrator such timely information as the
Plan Administrator may reasonably require to establish that the absence from work is for reasons referred to herein, and the number
of days for which there was such an absence.


 




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		(g)	Effective October 13, 1996, an Employee’s
Qualified Military Service shall be treated as service for the Employer. An Employee’s imputed Hours of Service during Qualified
Military Service shall be:



 


		(1)	The Hours of Service the Employee would have worked but
for his Qualified Military Service; or



 


		(2)	If such Hours of Service is not reasonably certain, the
Hours of Service the Employee would have worked had he worked during his Qualified Military Service at his average rate during
the twelve (12) months immediately preceding his Qualified Military Service or, if shorter, his entire period of employment preceding
his Qualified Military Service.



 


		(h)	The Plan Administrator shall determine an Employee’s
Hours of Service from records of hours for which the Employee is paid or entitled to payment or for which payment is otherwise
due from the Employer. The Plan Administrator may use any records to determine Hours of Service which it considers an accurate
reflection of the facts.



 


1.30       “Insurance
Contract” shall mean an individual contract, or allocated coverage under a group contract, of life insurance issued by
an Insurer.


 


1.31       “Insurer”
shall mean any legal reserve life insurance company that may issue insurance or annuity contracts under this Plan.


 


1.32       “Investment
Fund” shall mean any assets of the Trust Fund not applied by the Trustee to purchase Insurance Contracts or annuity contracts.


 


1.33       “Investment
Manager” shall mean any Fiduciary (other than a Trustee or Named Fiduciary) who:


 


		(a)	Has the power to manage, acquire or dispose of any asset
of the Plan;



 


		(b)	Is (i) registered as an investment advisor under the
Investment Advisors Act of 1940; (ii) a bank as defined in that Act; or (iii) is an insurance company qualified to perform services
described in Subsection (a) above under the laws of more than one state; and



 


		(c)	Has acknowledged in writing that he is a Fiduciary with
respect to the Plan.



 


1.34       “Limitation
Year” shall mean the Plan Year.


 




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1.35       “Month
of Employment” shall mean a calendar month during which an Employee is employed by the Employer.


 


1.36       “Named
Fiduciary” shall mean the Plan Administrator.


 


1.37       “Normal
Retirement Age” shall mean the Age of a Participant on his sixty-fifth (65th) birthday.


 


1.38       “Normal
Retirement Date” shall mean the first day of the month coincident with or next following a Participant’s Normal
Retirement Age.


 


1.39       “One
Year Break in Service” shall mean a twelve (12) consecutive month period during which an Employee has not completed more
than five hundred (500) Hours of Service. For purposes of eligibility, such twelve (12) consecutive month period shall be the same
as that used to determine Years of Eligibility Service. For purposes of vesting, such twelve (12) consecutive month period shall
be the same as that used to determine Years of Vesting Service. However, the following types of absence shall not constitute a
One-Year Break in Service:


 


		(a)	Temporary leave of absence granted by the Employer for
sickness, or extended vacation, provided that persons under similar circumstances shall be treated alike;



 


		(b)	Absence due to illness or accident while regular remuneration
is paid;



 


		(c)	Absence for Qualified Military Service.



 


1.40       “Participant”
shall mean any Employee who on or after the Effective Date meets the requirements for participation hereunder. An Employee who
satisfies such requirements shall remain a Participant until his death, Disability or Retirement or until the earlier of his receiving
a distribution of his Vested Accrued Benefit or his incurring a One Year Break in Service following any other Termination of Employment.


 


1.41       “PBGC”
shall mean the Pension Benefit Guaranty Corporation, a corporate body established under the provisions of Title IV of ERISA.


 


1.42       “Plan”
shall mean Blonder-Tongue Laboratories Inc. Bargaining Unit Pension Plan, as stated herein and as may be amended from time to time.


 


1.43       “Plan
Administrator” shall mean the person, persons, or corporation administering this Plan as provided in Article XIII
hereof, and any successor or successors thereto.


 


1.44       “Plan
Anniversary” shall mean the first day of the Plan Year.


 


1.45       “Plan
Sponsor” shall mean Blonder-Tongue Laboratories, Inc.


 


1.46       “Plan
Year” shall mean the one year period commencing February 1 and ending January 31.


 




    	8



    	 



    

 


1.47       “Prior
Plan” shall mean the Electrocomp Inc. Bargaining Unit Pension Plan.


 


1.48       “Qualified
Domestic Relations Order” shall mean:


 


		(a)	Any Domestic Relations Order which meets the following
requirements:



 


		(1)	Creates or recognizes the existence of an Alternate Payee’s
right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant
or Former Participant under this Plan;



 


		(2)	Specifies the name and the last known mailing address
(if any) of the Participant or Former Participant and the name and mailing address of each Alternate Payee covered by the order;



 


		(3)	Specifies the amount or percentage of the Participant’s
or Former Participant’s benefits to be paid to each Alternate Payee therein named, or the manner in which such amount or
percentage is to be determined;



 


		(4)	Specifies the number of payments or period to which such
order applies;



		 	 



		(5)	Specifies each plan to which such order applies;



		 	 



		(6)	Does not require this Plan to provide any type or form
of benefit, or any option, not otherwise provided under this Plan;



		 	 



		(7)	Does not require this Plan to provide increased benefits
(determined on the basis of actuarial value); and



		 	 



		(8)	Does not require the payment of benefits to an Alternate
Payee which are required to be paid to another Alternate Payee under another judgment, decree, or order previously determined
to be a Qualified Domestic Relations Order.



 


		(b)	A Domestic Relations Order shall not be treated as failing
to satisfy the requirements of Subsection (a)(6) of this Section, solely because such Domestic Relations Order requires that
payment of benefits be made to an Alternate Payee:



 


		(1)	On or after the date on which the Participant or Former
Participant attains (or would have attained) his Earliest Retirement Age;



 


		(2)	As if the Participant or Former Participant had retired
on the date on which such payment is to begin under such order (but taking into account only the Actuarial Equivalent value of
the benefits actually accrued and not taking into account the Actuarial Equivalent value of any Employer subsidy for early retirement);
or



 




    	9



    	 



    

 


		(3)	In any form in which such benefits may be paid under
this Plan to the Participant or Former Participant (other than in the form of a joint and survivor annuity with respect to the
Alternate Payee and his or her subsequent spouse).



 


			Notwithstanding the foregoing, if the Participant dies before attaining his Earliest Retirement
Age, benefits shall be paid to the Alternate Payee only if the order requires survivor benefits to be paid to such Alternate Payee.



 


		(c)	A Domestic Relations Order shall not be treated as failing
to meet the requirements of Subsection (a)(2) of this Section merely because the Domestic Relations Order does not specify
the current mailing address of the Participant or Former Participant or Alternate Payee, if the Plan Administrator has reason
to know such address or addresses independently of the Domestic Relations Order.



 


		(d)	A Domestic Relations Order shall not be treated as failing
to meet the requirements of Subsection (a) of this Section merely because the Domestic Relations Order provides that survivor
benefits required to be paid to a spouse be paid to an Alternate Payee who is a former spouse of the Participant or Former Participant
and who was married to such Participant or Former Participant for at least one (1) year.



 


		(e)	No Domestic Relations Order entered before January 1,
1985 shall be treated as a Qualified Domestic Relations Order except that:



 


		(1)	If the Trust is paying benefits on January 1, 1985
pursuant to a Domestic Relations Order which complies with Subsection (a), then such order shall be deemed a Qualified Domestic
Relations Order; and



 


		(2)	The Plan Administrator may, in its sole discretion, treat
any order entered before January 1, 1985 as a Qualified Domestic Relations Order even though such order does not comply with
the requirements of Subsection (a).



 


		(f)	No Domestic Relations Order shall be treated as a Qualified
Domestic Relations Order if payments to an Alternate Payee under the Domestic Relations Order are contingent on the survival of
the Alternate Payee, unless the payments to the Alternate Payee are under a Qualified Joint and Survivor Annuity or a Qualified
Pre-retirement Survivor Annuity.



 


To the extent provided in any Qualified
Domestic Relations Order, the former spouse of a Participant shall be treated as a surviving spouse for purposes of this Plan.


 




    	10



    	 



    

 


1.49       “Qualified
Joint and Survivor Annuity” shall mean an immediate annuity which provides monthly payments to the Participant for his
lifetime and continuing thereafter to his spouse, if surviving at the Participant’s death, for the spouse’s lifetime,
in an amount not less than fifty percent (50%), nor more than one hundred percent (100%), of the amount which had been payable
to the Participant. The term “Automatic Qualified Joint and Survivor Annuity” shall mean a Qualified Joint and Survivor
Annuity which provides a survivor benefit to the spouse equal to fifty percent (50%) of the amount which had been payable to the
Participant. For purposes of this Section, the spouse of the Participant on his Annuity Starting Date shall be considered to continue
to be his spouse notwithstanding any subsequent divorce or remarriage of the Participant.


 


1.50       “Qualified
Pre-retirement Survivor Annuity” shall mean an immediate annuity payable to the spouse of a Participant or Former Participant
for the life of the spouse in monthly amounts equal to the monthly amount the spouse would have received under the Automatic Qualified
Joint and Survivor Annuity if:


 


		(a)	In the case of a Participant or Former Participant who
dies after the date on which the Participant or Former Participant attained his Earliest Retirement Age, such Participant or Former
Participant had retired with an immediate Automatic Qualified Joint and Survivor Annuity on the day before such Participant’s
or Former Participant’s death; or



 


		(b)	In the case of a Participant or Former Participant who
dies before the date on which the Participant or Former Participant would have attained his Earliest Retirement Age, such Participant
or Former Participant had



 


		(1)	Separated from service on the date of his death (unless
such Participant or Former Participant had already separated from service);



 


		(2)	Survived to his Earliest Retirement Age;



 


		(3)	Retired with an immediate Automatic Qualified Joint and
Survivor Annuity at his Earliest Retirement Age; and



 


		(4)	Died on the day after the day on which such Participant
or Former Participant would have attained his Earliest Retirement Age.



 


For purposes of the above, if a Participant
has elected a Qualified Joint and Survivor Annuity other than the Automatic Qualified Joint and Survivor Annuity and dies before
his Annuity Starting Date, the elected Qualified Joint and Survivor Annuity shall be treated as the Automatic Qualified Joint and
Survivor Annuity.


 


Payment of the Qualified Pre-retirement
Survivor Annuity shall commence, unless otherwise elected by the surviving spouse, not later than as soon as administratively feasible
following the later of the date of the Participant’s death, or the date on which the Participant would have attained his
Earliest Retirement Age.


 




    	11



    	 



    

 


1.51       “Qualified
Military Service” shall mean any service by an Employee in the uniformed services of the United States (as defined in
chapter 43 of title 38, United States Code), provided:


 


		(a)	The Employee provides the Employer advance notice of
such service, when such notice is practical;



 


		(b)	The Employee is not dishonorably discharged;



 


		(c)	The Employee is reemployed by the Employer within thirty
(30) days following the completion of such service or any longer period during which his right to re-employment is protected by
law; and



 


		(d)	The cumulative length of the Employee’s absence
from employment due to such service does not exceed five (5) years.



 


1.52       “Re-employment
Commencement Date” shall mean the date on which an Employee, who has incurred both a Termination of Employment and a
One Year Break in Service as a result of that termination, first performs an Hour of Service for the Employer following such Break
in Service.


 


1.53       “Self-Employed
Individual” shall mean an individual who has Earned Income for the taxable year from the trade or business of the Employer,
or who would have had Earned Income but for the fact that the trade or business of the Employer had no net profits for the taxable
year.


 


1.54       “Termination
of Employment” shall mean, with respect to any Employee or Participant, the Employee’s or Participant’s separation
from service with the Employer due to resignation; discharge; death; disability; retirement; failure to return to active service
with the Employer at the end of an authorized leave of absence or the authorized extension(s) thereof; failure to return to active
service with the Employer when duly called following a temporary layoff; failure to return to active service with the Employer
within thirty (30) days (or any longer period during which his right to re-employment is protected by law) following the completion
of Qualified Military Service; or any other event which, under the then current policy of the Employer, results in the termination
of the employer-employee relationship. Termination of Employment shall not occur merely because of a transfer between the Plan
Sponsor and an adopting Employer or between two adopting Employers.


 


1.55       “Trust”
shall mean Blonder-Tongue Laboratories, Inc. Bargaining Unit Pension Trust, as stated herein.


 


1.56       “Trustee”
shall mean that bank, trust company or other corporation possessing trust powers under applicable State or Federal law, or one
or more individuals, or any combination thereof named as parties hereto, or any successor Trustee or Trustees hereunder.


 


1.57       “Trust
Fund” shall mean all cash, securities, annuity contracts, Insurance Contracts, real estate and any other property held
by the Trustee pursuant to the terms of this Agreement, together with investment earnings or losses thereon, less any applicable
expenses of the Plan and Trust.


 




    	12



    	 



    

 


1.58       “Vested
Accrued Benefit” or “Vested Interest” shall mean that portion of a Participant’s Accrued Benefit
which is non-forfeitable.


 


1.59       “Year
of Credited Service” prior to February 1, 1976 shall be equal to the number of years and completed months elapsed from
the Participant’s Employment Commencement Date through January 31, 1976.


 


Beginning February 1, 1976, Credited Service
shall be based on Hours of Service within Plan Years as follows:


 


	
        Hours

        of Service
	 	
        Credited

        Future Service

	 	 	 
	1,800 or More	 	1 Year
	1,350 to 1,799	 	3/4 Year
	1,000 to 1,349	 	1/2 Year
	Less than 1,000	 	0




 


Years of Credited Service shall be frozen
effective August 1, 2006 and shall not increase thereafter.


 


1.60       “Year
of Eligibility Service” shall mean an Eligibility Computation Period during which an Employee has completed at least
one thousand (1,000) Hours of Service. For this purpose, the Employee’s initial Eligibility Computation Period shall be the
twelve (12) consecutive month period which begins on the Employee’s Employment Commencement Date or Re-employment Commencement
Date; and subsequent Eligibility Computation Periods shall be the Plan Year beginning within the initial Eligibility Computation
Period or the Plan Year which begins on the day following the initial Eligibility Computation Period, and succeeding Plan Years.
An Employee who is credited with one thousand (1,000) Hours of Service in both his Initial Eligibility Computation Period and his
first Subsequent Eligibility Computation Period shall be credited with two Years of Eligibility Service.


 


1.61       “Year
of Participation” shall mean a Plan Year which includes or is subsequent to a Participant’s Entry Date, during
which the Participant has completed not less than one thousand (1,000) Hours of Service. Years of Participation shall include Years
of Participation under the Prior Plan of which this Plan is an amendment and restatement.


 




    	13



    	 



    

 


1.62       “Year
of Vesting Service” shall mean a Vesting Computation Period during which an Employee has completed at least one thousand
(1,000) Hours of Service. For this purpose, the Employee’s Vesting Computation Periods shall be Plan Years. Notwithstanding,
the Vesting Computation Period for any year prior to the Effective Date of the Plan (and for the first Plan Year if such first
Plan Year is a Short Plan Year) shall be a twelve (12) consecutive month period which ends on the same day of the year as did the
Plan’s initial Plan Year. Further, if there is a change in the period covered by the Plan Year, the Vesting Computation Period
shall change to cover a corresponding period. The first day of the new twelve (12) consecutive month Vesting Computation Period
shall begin within the prior Vesting Computation period, so that the new period overlaps the prior period. In this overlapping
period, any Employee will be credited with: one (1) Year of Vesting Service if he accrues one thousand (1,000) Hours of Service
in only the prior Vesting Computation Period; one (1) Year of Vesting Service if he accrues one thousand (1,000) Hours of Service
in only the new Vesting Computation Period; and two (2) Years of Vesting Service if he accrues one thousand (1,000) Hours of Service
in each of the two overlapping Vesting Computation Periods.


 


A Participant’s Years of Vesting
Service shall be determined based on all periods of employment with the Employer, including periods as an Excluded Employee, except
for periods of employment prior to the Effective Date of the Plan.


 


To the extent not otherwise provided under
the Plan, effective January 1, 2007, if an individual who was an Employee dies while performing Qualified Military Service, such
individual’s period of time in Qualified Military Service through the date he died shall be counted as Years of Vesting Service.


 




    	14



    	 



    

 


ARTICLE II – FUNDING POLICY FOR
PLAN BENEFITS


 


		2.01	Funding Method



 


The benefits provided by this Plan shall
be funded by contributions of the Employer. Such contributions shall be determined by an Enrolled Actuary using an accepted actuarial
cost method.


 


		2.02	Funding Standard Account



 


A Funding Standard Account shall be maintained
for this Plan. Each Plan Year the Funding Standard Account shall be charged with the amount determined under Section 2.01
and credited with the applicable contributions made for such Plan Year. In addition, the Funding Standard Account will be charged
or credited with other amounts as may be required by the Code or ERISA including, but not necessarily limited to, amounts resulting
from plan amendments, actuarial assumption changes, actuarial gains and losses and approved waived funding deficiencies. If the
charges under the Funding Standard Account exceed the credits thereto a funding deficiency will exist. Such deficiencies shall
be eliminated as required by law or regulation.


 


		2.03	Investment Policy



 


This Plan has been established for the
sole purpose of providing benefits to the Participants and their Beneficiaries. In determining its investments hereunder, the Trustee
shall take account of the advice provided by the Plan Administrator as to funding policy and the short and long-range needs of
the Plan based on the evident and probable requirements of the Plan as to the time benefits shall be payable and the requirements
therefor. Benefits may be provided through any combination of investment media designed to provide the requisite liquidity, growth
and security appropriate to this Plan.


 


Benefits for Participants may be provided
through any investment media offered by the Insurer, or through the purchase of shares in any regulated investment company as defined
in Code Section 851(a), or through any investment proper and appropriate to be made by the Trustee in accordance with Article XIV,
or through any combination of such investments.


 


		2.04	Insurance Contracts



 


Except as provided in Section 2.07,
no Insurance Contracts shall be purchased by the Trustee on the life of any Participant.


 


		2.05	Investment Fund



 


The Employer shall contribute to an Investment
Fund, which shall be established by the Trustee to provide such additional benefits, in addition to the proceeds or surrender values
of any allocated annuity contracts, for Participants and their Beneficiaries provided by this Plan.


 




    	15



    	 



    

 


		2.06	Nontransferability of Annuity Contracts



 


In the event the assets of the Trust Fund
include annuity contracts, all incidents of ownership in such contracts may be exercised by the Trustee, as directed by the Plan
Administrator, except to the extent any death benefits payable thereunder may be paid to the Beneficiary designated by the Participant.
All such contracts shall provide that the owner may not change the ownership of the contract, nor may it be sold, assigned or pledged
as collateral for a loan, as security for the performance of an obligation, or for any other purpose to anyone. This shall not,
however, prevent assignment of applicable annuity contracts to a Participant as a distribution from the Plan.


 


		2.07	Power to Purchase Keyman Insurance



 


The Trustee, if so instructed by the Plan
Administrator, shall purchase keyman life insurance on the life of any Employee of the Employer (whether or not a Participant)
who is considered essential to the successful operation of the Employer. Any such keyman life insurance policy shall be purchased
as an investment of the Trust and not for the benefit or account of any particular Participant thereunder, and the entire death
benefit under any such policy shall be made payable to the Trustee. Any insurance proceeds received by the Trustee as a result
of such Employee’s death shall be treated as investment income to the Trust.


 


		2.08	Predecessor Plan Assets



 


Prior to the adoption of this Plan, the
Plan Sponsor maintained the Electrocomp Inc. Bargaining Unit Pension Plan, hereinafter referred to as the “Predecessor Plan,”
which has been terminated. The Trustee shall receive and invest the assets of the Predecessor Plan from the trustee of such Predecessor
Plan as long as each participant in such plan, if a Participant hereunder, would (if the Plan terminates) receive a benefit immediately
following the date of transfer equal to or greater than the benefit he would have been entitled to receive under the Predecessor
Plan. Such amounts shall be credited to the Predecessor Plan Account established by the Plan Administrator for each affected Participant.
The establishment of such Accounts is for recordkeeping purposes only, and a physical segregation of assets shall not be required.
Such Accounts shall be in addition to other benefits provided by this Plan.


 


Such Accounts shall be commingled and invested
with other Trust assets, and shall be credited (charged) with a proportionate share of investment earnings (losses) and appreciation
(depreciation) on the total assets of the Trust Fund, charged with any specific or proportionate share of expenses incurred by
the Trustee in investing or administering such Accounts, and charged with any withdrawals or payments therefrom.


 


A Participant shall at all times be one
hundred percent (100%) vested in his Predecessor Plan Account. The value of such Predecessor Plan Account may however, upon distribution,
be more or less than the value of such assets immediately following receipt by the Trustee.


 


A Participant who incurs a Termination
of Employment shall receive a distribution of the balance in his Predecessor Plan Account, if any, in the manner and form provided,
in the case of retirement, in Article VI; in the case of death, in Article VII; and, in the case of Termination of Employment
for any other reason, in Section 8.04. Such distribution shall be the Actuarial Equivalent of the balance in such Account.
To the extent not already provided under the terms of this Plan, and notwithstanding any other provisions to the contrary, this
Plan guarantees to each Participant the right to receive any distribution from his Predecessor Plan Account in any optional form
of benefit available under the Predecessor Plan (including time, manner and method of distribution) protected under Code Section 411(d)(6).


 




    	16



    	 



    

 


ARTICLE III – ELIGIBILITY AND
PARTICIPATION


 


		3.01	Age and Service Requirements



 


An Employee who is not an Excluded Employee
shall become a Participant in this Plan on the first Entry Date coincident with or next following the date on which he has first
earned an Hour of Service with the Employer, unless he has terminated employment with the Employer prior to such Entry Date. Notwithstanding
the eligibility requirements stated above, any Employee who was a Participant under the provisions of the Prior Plan shall be eligible
to participate in this amended and restated Plan.


 


Participation in the Plan shall be frozen
effective August 1, 2006. No Employee shall become a Participant on or after August 1, 2006.


 


		3.02	Plan Administrator to Furnish Eligibility Information



 


As soon as practicable after the Effective
Date, and not less than thirty (30) days prior to each subsequent Entry Date, the Plan Administrator shall determine which Employees
become eligible on such date, and shall notify each such Employee of his eligibility, and of any application or other requirements
for participation.


 


		3.03	Information to be Provided by Employee



 


At the request of the Plan Administrator,
each Employee eligible to become a Participant shall furnish such information as is not available from the Employer and execute
such forms as reasonably required by the Plan Administrator to carry out his duties under the Plan, within a reasonable period
of time after receiving notification of eligibility pursuant to Section 3.02.


 


		3.04	Reclassification Out of or Into the Excluded Class



 


Any Employee, whether or not he has previously
participated in the Plan, who was a member of the Excluded Class and is reclassified out of the Excluded Class shall be considered
to have entered the Plan on the Entry Date immediately preceding the date of his reclassification if he had satisfied the requirements
of Section 3.01 on such Entry Date.


 


Any Participant who is reclassified into
the Excluded Class and who, prior to the reclassification, completed one thousand (1,000) Hours of Service in the Plan Year in
which such reclassification occurred, shall be treated for purposes of determining his Years of Participation and Years of Credited
Service as though the reclassification had not occurred until the first day of the following Plan Year.


 


Subject to the above, an Employee shall
not be credited with any Years of Participation while a member of the Excluded Class. An Employee shall be credited with Years
of Vesting Service and Years of Eligibility Service while a member of the Excluded Class.


 




    	17



    	 



    

 


		3.05	Breaks in Service



 


If an Employee terminated employment prior
to becoming a Participant and incurred a One Year Break in Service, or if an Employee who was a Participant incurred a One Year
Break in Service prior to becoming entitled to a Vested Accrued Benefit derived from Employer contributions, his Years of Eligibility
Service prior to such One Year Break in Service shall be disregarded if his number of consecutive One Year Breaks in Service equals
or exceeds the greater of five (5) or his number of Years of Eligibility Service prior to such One Year Break in Service. Any Employee
to whom this Section applies shall be treated as a new Employee as of his Re-employment Commencement Date and be required to again
satisfy the requirements of Section 3.01.


 


Notwithstanding the previous paragraph,
an Employee’s Years of Eligibility Service prior to the first Plan Year beginning after December 31, 1984 shall be disregarded
if such Years of Eligibility Service would have been disregarded under the provisions of the Plan and Code Section 410(a)(5)(D)
(as in effect on August 22, 1984) as of the day preceding the first day of such Plan Year.


 


		3.06	Re-employment and Commencement of Participation



 


Subject to Section 3.05, an Employee
who had met all the requirements of Section 3.01 but terminated employment prior to his Entry Date shall become a Participant
on the date he is re-employed by the Employer. Subject to Section 3.05, an Employee who was a Participant shall again become
a Participant on the date he is re-employed by the Employer.


 


		3.07	Election Not To Participate



 


At any time after the Plan Administrator
notifies an Employee of his eligibility to participate in this Plan, the eligible Employee may elect in writing not to participate;
provided, however, that no such election may be made if the effect thereof is either to prohibit initial qualification or to disqualify
the Plan under Code Section 410(b)(1). Such electing Employee may later become a Participant effective for the Plan Year immediately
after the Plan Year during which the Employee elects to participate, if the Employee then meets the requirements for participation
under this Article III. During the time an Employee elects not to participate in the Plan, he shall not accrue any benefits
hereunder nor shall he be credited with any Years of Credited Service or Years of Participation.


 


		3.08	Effect of Participation



 


A Participant shall be conclusively deemed
to have assented to this Plan and Trust Agreement and to any subsequent amendments, and shall be bound thereby with the same force
and effect as if he had formally executed this Plan and Trust Agreement.


 




    	18



    	 



    

 


ARTICLE IV – ELIGIBILITY FOR
RETIREMENT BENEFITS


 


		4.01	Normal Retirement



 


A Participant shall be eligible to receive
his Normal Retirement Benefit, as specified in Section 5.01, upon attaining his Normal Retirement Date. Payment of the Normal
Retirement Benefit shall commence as of his Normal Retirement Date, unless the Participant elects to postpone the commencement
of his retirement benefit as provided in Section 4.03.


 


		4.02	Early Retirement



 


A Participant who incurs a Termination
of Employment prior to his Normal Retirement Date shall be eligible for an Early Retirement Benefit, as specified in Section 5.02,
on the first day of the calendar month coincident with or next following the date he satisfies all of the following requirements:


 


		(a)	Attained the Age of forty-five (45) (“Early Retirement
Age”), and



 


		(b)	Completed fifteen (15) Years of Credited Service; or



 


		(c)	Completed ten (10) Years of Vesting Service, and



 


		(d)	Is within ten (10) years of his Normal Retirement Date.



 


Payment of the Early Retirement Benefit
shall commence as of the first day of the calendar month coincident with or next following the date the requirements for Early
Retirement are satisfied, or as of the first day of any subsequent calendar month, as elected by the Participant. As to a Participant
receiving an Early Retirement Benefit, that benefit shall be in lieu of all other benefits provided under this Plan.


 


		4.03	Postponed Retirement



 


A Participant may continue his employment
beyond his Normal Retirement Date. Payment of a Participant’s Postponed Retirement Benefit shall commence as of his Postponed
Retirement Date, which shall be the first day of the calendar month coincident with or next following his Termination of Employment.


 


		4.04	Disability Retirement



 


A Participant who terminates employment
due to total and permanent disability, as defined herein, and who has attained Age forty (40), completed ten (10) Years of Vesting
Service, and who qualifies for Social Security Disability Benefits shall be eligible for a Disability Retirement Benefit as specified
in Section 5.04. A Participant shall be considered totally and permanently disabled when he has been unable to perform his normal
job functions for a period of at least six (6) months by reason of sickness, injury or the like, and it is expected that the inability
to perform his normal job functions will be permanent. To the extent permitted by law, total and permanent disability shall exclude
disabilities arising from:


 




    	19



    	 



    

 


		(a)	Chronic or excessive use of intoxicants, drugs, or narcotics;
or



 


		(b)	Intentionally self-inflicted injury or intentionally
self-induced sickness; or



 


		(c)	An unlawful act or enterprise on the part of the Participant;
or



 


		(d)	Military Service where the Participant is eligible to
receive a government-sponsored military disability pension.



 


The Plan Administrator shall determine
(in a uniform and non-discriminatory manner for all Participants) if a Participant is totally and permanently disabled and may
rely on the certification of a licensed physician selected by the Participant and approved by the Employer.


 


Payment of the Disability Retirement Benefit
shall commence as of the first day of the calendar month coincident with or next following the date the requirements for Disability
Retirement are satisfied, or as of the first day of any subsequent calendar month, as elected by the Participant. As to a Participant
receiving a Disability Retirement Benefit, that benefit shall be in lieu of all other benefits provided under this Plan.


 




    	20



    	 



    

 


ARTICLE V – AMOUNT OF RETIREMENT
BENEFITS


 


		5.01	Normal Retirement Benefit



 


The annual amount of Normal Retirement
Benefit payable to a Participant on the Normal Form of Retirement Benefit shall be equal to the applicable Unit Benefit in effect
multiplied by the Participant’s Credited Service in the applicable period, according to the following table:


 


	Period of Credited Service	 	Unit Benefit	 
	 	 	 	 
	Hire to 2/5/82	 	$	42.00	 
	2/6/82 – 2/5/83	 	 	54.00	 
	2/6/83 – 2/5/85	 	 	66.00	 
	2/6/85 – 2/5/86	 	 	78.00	 
	2/6/86 – 2/5/88	 	 	90.00	 
	2/6/88 – 2/5/89	 	 	102.00	 
	2/6/89 – 2/5/90	 	 	114.00	 
	2/6/90 – 2/5/91	 	 	144.00	 
	2/6/91 – 2/5/94	 	 	150.00	 
	2/6/94 – 2/5/95	 	 	168.00	 
	2/6/95 – 2/5/97	 	 	186.00	 
	2/6/97 – 2/5/98	 	 	198.00	 
	2/6/98 – 2/5/04	 	 	210.00	 
	2/6/04 – and After	 	 	222.00	 



 


Further provided that no Credited Service
in excess of thirty (30) years shall be included. In the event a Participant has earned Credited Service in excess of thirty (30)
years, the benefit will be computed using the applicable Unit Benefit in effect in the thirty (30) years immediately preceding
termination of employment. The amount of Normal Retirement Benefit determined under the above formula shall be rounded to the nearest
whole dollar.


 


		5.02	Early Retirement Benefit



 


The monthly amount of Early Retirement
Benefit payable to a Participant on the Normal Form of Retirement Benefit shall be equal to his Vested Accrued Benefit, as of his
date of Termination of Employment, reduced actuarially using the assumptions in Section 1.02 for each month by which the commencement
of the Early Retirement Benefit precedes the Participant’s Normal Retirement Date.


 


		5.03	Postponed Retirement Benefit



 


The monthly amount of Postponed Retirement
Benefit payable to a Participant on the Normal Form of Retirement Benefit shall be equal to the Actuarial Equivalent, as of his
Postponed Retirement Date, of the Normal Retirement Benefit which would have been payable at his Normal Retirement Date. In no
event, however, shall the monthly amount of a Participant’s Postponed Retirement Benefit be less than the monthly amount
of the Normal Retirement Benefit determined under Section 5.01, based on the Participant’s Years of Credited Service
to his Postponed Retirement Date. If a Participant’s Postponed Retirement Date is after the April 1 of the calendar
year following the calendar year in which the Participant attains Age seventy and one-half (70 1/2), his Postponed Retirement
Benefit shall not be less than the Actuarial Equivalent of the Participant’s Postponed Retirement Benefit had his benefit
commenced on that date; plus the Actuarial Equivalent of any additional benefits the Participant accrued after that date; reduced
by the Actuarial Equivalent of any distributions the Participant received after that date.


 




    	21



    	 



    

 


		5.04	Disability Retirement Benefit



 


The monthly amount of Disability Retirement
Benefit payable to a Participant on the Normal Form of Retirement Benefit shall be equal to his Vested Accrued Benefit as of his
Termination of Employment.


 




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ARTICLE VI – FORMS AND PAYMENT
OF RETIREMENT BENEFITS


 


		6.01	Normal Form of Retirement Benefit



 


The Normal Form of Retirement Benefit shall
be an annuity which provides monthly payments to the Participant or Former Participant, beginning on his Normal, Early, Postponed
or Disability Retirement Date, as applicable, and continuing for his lifetime and terminating with the last payment due prior to
the death of the Participant.


 


Subject to Section 6.02, a Participant
shall receive his benefits on the Normal Form of Retirement Benefit, unless he elects otherwise as provided in Section 6.06.


 


		6.02	Automatic Qualified Joint and Survivor Annuity



 


Notwithstanding the Normal Form of Retirement
Benefit, a Participant or Former Participant who is married on his Annuity Starting Date shall receive his Vested Accrued Benefit
in the form of an Automatic Qualified Joint and Survivor Annuity, unless he elects otherwise as provided in Section 6.06.
The monthly amount of the Automatic Qualified Joint and Survivor Annuity shall be the Actuarial Equivalent of the monthly amount
of benefit payable to the Participant in the Normal Form of Retirement Benefit on the date his benefits commence.


 


A Participant or Former Participant who
is not married on his Annuity Starting Date shall receive his Vested Accrued Benefit in the form of a Life Annuity (as described
in Subsection 6.03(a)), unless he elects otherwise as provided in Section 6.06. In the case of such an unmarried Participant
or Former Participant, for purposes of the notice and election requirements of Section 6.06, the term Automatic Qualified
Joint and Survivor Annuity shall mean such Life Annuity.


 


For purposes of this section, the Annuity
Starting Date is any date on or after a Participant’s earliest retirement date on which the Participant elects to receive
his benefits.


 


		6.03	Optional Forms of Retirement Benefit



 


Notwithstanding the provisions of Section 6.01
or Section 6.02, a Participant may elect to receive his benefits in an Optional Form of Retirement Benefit. Such election
shall be made as provided in Section 6.06 and subject to the provisions of Section 6.07. The amount payable on an Optional
Form of Retirement Benefit shall be the Actuarial Equivalent of the monthly amount of benefit payable to the Participant in the
Normal Form of Retirement Benefit on his Annuity Starting Date.


 


The Optional Forms of Retirement Benefit
shall include:


 


		(a)	Life Annuity: This Optional Form of Retirement
Benefit shall provide monthly payments to the Participant, continuing for his lifetime and terminating with the last payment due
prior to the death of the Participant.



 




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		(b)	Life Annuity With Period Certain: This Optional
Form of Retirement Benefit shall provide monthly payments to the Participant for a guaranteed period certain of sixty (60) months,
one hundred twenty (120) months or one hundred eighty (180) months, and continuing thereafter for his lifetime, and terminating
with the last payment due prior to the death of the Participant. If the Participant dies before having received payments for the
specified period certain, the payments for the remainder of such period certain shall be paid to his Beneficiary.



 


		(c)	Joint and Survivor Annuity: This Optional Form
of Retirement Benefit shall provide monthly payments to the Participant for his lifetime and continuing thereafter to his spouse,
if surviving at the Participant’s death, for the spouse’s lifetime in an amount equal to fifty percent (50%), seventy-five
percent (75%) or one hundred percent (100%), as elected by the Participant, of the amount which had been payable to the Participant.
For purposes of this paragraph, the spouse of a Participant on his Annuity Starting Date shall be considered to continue to be
his spouse notwithstanding any subsequent divorce or remarriage of the Participant.



 


		(d)	Lump Sum Settlement: This Optional Form of Retirement
Benefit shall only be available upon attainment of Early, Normal, or Postponed Retirement Age and shall provide a single lump
sum payment to the Participant in cash or kind. If the Participant dies before actually receiving the lump sum payment, the lump
sum payment shall be paid to his Beneficiary.



 


		(e)	Modified Cash Refund Annuity: This Optional Form
of Retirement Benefit shall provide reduced monthly payments to the Participant for his lifetime. After the Participant’s
death, the Participant’s beneficiary shall receive a payment equal to the difference between the Actuarial Equivalent of
the Participant’s benefit as of the Participant’s Annuity Starting Date and the total payments actually made to the
Participant. This benefit shall be in the form of a single lump sum payment to the Beneficiary in cash; however, the Participant’s
beneficiary can elect to receive this benefit in Actuarially Equivalent annual installments over a period not to exceed five (5)
years.



 


		6.04	Payment of Small Amounts



 


If monthly payments otherwise payable to
the Participant under this Plan are less than twenty-five dollars ($25.00), such payments shall be made on an equivalent bi-monthly,
quarterly or semi-annual basis, whichever yields the smallest payments not less than twenty-five dollars ($25.00), or, if all such
payments are less than twenty-five dollars ($25.00), on an equivalent annual basis. Notwithstanding any other provision of this
Plan, if the lump sum Actuarial Equivalent of any benefit otherwise payable to a Participant is not greater than one thousand dollars
($1,000) upon the Participant’s Early Retirement Date, or not greater than five thousand dollars ($5,000) upon the Participant’s
Normal or Postponed Retirement Date or upon the Participant’s death, such benefit shall be paid as a single lump sum payment
which is the Actuarial Equivalent of the benefit otherwise payable. Notwithstanding the above, such a single lump sum payment shall
not be made to a Participant after his Annuity Starting Date unless such Participant and his spouse, if any, consent in writing
to such payment.


 




    	24



    	 



    

 


If the single sum Actuarial Equivalent
of the Participant’s vested Accrued Benefit at the date of distribution exceeds one thousand dollars ($1,000) but does not
exceed the amount permitted to be cashed out without consent by Code Section 417(e) upon the Participant’s Early Retirement
Date, the Participant may elect, within such election period as prescribed by the Plan Administrator, to be paid the Actuarial
Equivalent of such benefit in a single sum or to allow such benefit to remain undistributed. The spousal consent rules of Code
section 401(a)(11) and 417 do not apply. If such Participant reaches the date on which he must begin receiving his benefit under
the Plan without having first received a distribution under this Section and the lump sum Actuarial Equivalent of any benefit otherwise
payable to the Participant is not greater than the amount permitted to be cashed out without consent by Code Section 417(e), such
benefit shall be paid as a single lump sum payment which is the Actuarial Equivalent of the benefit otherwise payable.


 


		6.05	Restrictions on Forms of Retirement Benefits



 


Notwithstanding any other provision of
this Article, no Optional Form of Retirement Benefit may be elected unless such Optional Form of Retirement Benefit complies with
the provisions of Section 6.08.


 


		6.06	Notice and Election of Form of Retirement Benefit



 


Each Participant or Former Participant
shall be provided a written notification by the Plan Administrator. The notification shall be in non-technical language and shall
include:


 


		(a)	A general description or explanation of the terms and
conditions of the Automatic Qualified Joint and Survivor Annuity;



 


		(b)	The circumstances in which it will be provided unless
the Participant elects otherwise;



 


		(c)	The Participant’s right to make, and the effect
of, an election to waive the Automatic Qualified Joint and Survivor Annuity form of benefit;



 


		(d)	The rights of the Participant’s spouse under Section 6.07;



 


		(e)	The right to make, and the effect of, a revocation of
an election to waive the Automatic Qualified Joint and Survivor Annuity form of benefit;



 


		(f)	A general explanation of the relative financial effect
of the election on a Participant’s benefits, the right to defer distribution and including the consequences of failing to
defer distribution; and



 


		(g)	A general explanation of the eligibility conditions and
other material features of the Optional Forms of Retirement Benefit and sufficient additional information to explain the relative
values of the Optional Forms of Retirement Benefit.



 




    	25



    	 



    

 


The notification shall also inform the
Participant that a specific written explanation in non-technical language of the terms and conditions of the Automatic Qualified
Joint and Survivor Annuity and the financial effect upon the particular Participant’s benefits of making an election against
the Automatic Qualified Joint and Survivor Annuity is available upon written request by the Participant. Such notification shall
be provided not less than thirty (30) days nor more than ninety (90) days before the Annuity Starting Date. Notwithstanding, the
minimum thirty (30) day waiting period after the notification is provided until the Annuity Starting Date may be shortened to not
less than seven (7) days if the Plan Administrator informs the Participant and the Participant’s spouse, if any, of their
right to the full minimum thirty (30) day waiting period, and the Participant and the Participant’s spouse, if any, elect
in writing to waive the minimum thirty (30) day waiting period. If the Participant requests a specific written explanation, such
explanation shall be provided within thirty (30) days of the Participant’s request. The Plan Administrator need not comply
with more than one such request made by a particular Participant.


 


During the Joint and Survivor Election
Period, as hereinafter defined, a Participant eligible to make the election to waive the Automatic Qualified Joint and Survivor
Annuity of Section 6.02 shall be eligible to elect to receive his benefits in an Optional Form of Retirement Benefit as provided
in Section 6.03. The election shall be in writing and may be revoked at any time during the Joint and Survivor Election Period.
New elections and revocations may be made any number of times during the Joint and Survivor Election Period after a previous election
or revocation. For purposes of this paragraph, the term “Joint and Survivor Election Period” shall mean the ninety
(90) day period ending on the Annuity Starting Date.


 


		6.07	Consent of Spouse



 


Notwithstanding any other provision of
this Article, any election after December 31, 1984 by a Participant or Former Participant to waive the Automatic Qualified
Joint and Survivor Annuity pursuant to Section 6.06 shall not be given effect unless:


 


		(a)	The Participant elects an Optional Form of Retirement
Benefit which is a Qualified Joint and Survivor Annuity; or



 


		(b)	(1)          The
spouse of the Participant consents in writing to such election;



 


		(2)	The spouse acknowledges the Optional Form of Retirement
Benefit elected by the Participant and, if applicable, the Beneficiary designated by the Participant, or the spouse relinquishes
the right to specify the Optional Form of Retirement Benefit and name the Beneficiary; and



 


		(3)	The spouse’s consent acknowledges the effect of
such election and is witnessed by the Plan Administrator (or representative thereof) or a Notary Public; or



 


		(c)	It is established to the satisfaction of the Plan Administrator
that the consent required under (b) above may not be obtained because there is no spouse, because the spouse cannot be located,
or because of such other circumstances as the Secretary of the Treasury may by Regulation prescribe; or



 




    	26



    	 



    

 


		(d)	The lump sum Actuarial Equivalent of the benefit otherwise
payable to the Participant is less than five thousand hundred dollars ($5,000) and a lump sum payment will be made pursuant to
Section 6.04.



 


A waiver of the Automatic Qualified Joint
and Survivor Annuity made pursuant to Section 6.06 shall be automatically revoked upon the marriage of the Participant, prior
to his Annuity Starting Date, to a person who has not consented to the waiver pursuant to Subsection (b) or from whom consent
was not required by reason of Subsection (c); or upon a change in the Optional Form of Retirement Benefit or in the Beneficiary
designated by the Participant pursuant to Subsection (b)(2), unless the spouse has relinquished the right to specify the Optional
Form of Retirement Benefit and to name the Beneficiary.


 


If the requirements of the preceding paragraphs
are not satisfied, the Participant shall receive his benefits in the form of the Automatic Qualified Joint and Survivor Annuity.


 


		6.08	Required Distributions



 


		(a)	Except as otherwise provided with respect to the Qualified
Joint and Survivor Annuity requirements, the provisions of this Section will apply to any distribution of a Participant's interest
and will take precedence over any inconsistent provisions of this Plan. However, this Section is not intended to provide an optional
form of distribution or commencement date not otherwise allowed under the Plan unless the timing or amount of payments to be made
under the applicable provisions of the Plan, without regard to this Section, would be later than the latest commencement date
or less than the required minimum provided under this Section.



 


		(b)	General Rule: Payment of benefits under this Plan shall
commence not later than April 1 of the calendar year following the later of:



 


		(1)	The calendar year in which the Participant attains Age
seventy and one-half (70 1/2); or



 


		(2)	The earlier of:



 


		(i)	The calendar year in which the Participant retires or otherwise
terminates employment with the Employer; or



 


		(ii)	The calendar year in which the Participant becomes a Five
Percent Owner (as defined in Section 20.02); or



 


		(3)	The calendar year in which this Plan is first subject to
the requirements of this Section.



 




    	27



    	 



    

 


Item (2) above shall not apply
in the case of a Participant who is a Five Percent Owner (as defined in Section 20.02) with respect to the Plan Year ending
in the calendar year in which the Participant attains Age seventy and one-half (70 1/2) or the four (4) preceding Plan Years
or in the case of any Participant who attains Age seventy and one-half (70 1/2) after December 31, 1987. Notwithstanding
the foregoing, effective February 1, 2005, a Participant who is not a Five Percent Owner but who has reached the date on which
benefits would otherwise commence under this Section may elect to defer commencement of his or her benefit to a date no later than
the April 1 of the calendar year following the calendar year in which the Participant retires or otherwise terminates employment
with the Employer.


 


On or before the April 1 determined
above (but not earlier than the January 1 immediately preceding such date, unless otherwise permitted under the terms of this
Plan) the entire Vested Accrued Benefit of the Participant shall be distributed to the Participant:


 


		(1)	In the form of a lump sum payment; or



 


		(2)	In the form of installment payments, beginning not later
than such April 1, over a period not extending beyond the life expectancy of such Participant, or the joint life expectancy
of such Participant and his Beneficiary; or



 


		(3)	In the form of an annuity for the life of such Participant,
or the joint lives of such Participant and his Beneficiary.



 


		(c)	Transitional Rule: Notwithstanding (a) above, payment
of benefits to a Participant, including a Participant who is a Five Percent Owner, may be made in accordance with the following
requirements regardless of when such payment of benefits commences:



 


		(1)	The distribution is one which would not have disqualified
the Plan under Code Section 401(a)(9) as in effect prior to January 1, 1984;



 


		(2)	The distribution is in accordance with a method of distribution
designated by the Participant or, if the Participant is deceased, the Beneficiary of the Participant;



 


		(3)	Such designation was in writing, was signed by the Participant
or Beneficiary, and was made prior to January 1, 1984;



 


		(4)	The Participant had an Accrued Benefit under the Plan
as of December 31, 1983; and



 


		(5)	The method of distribution designated by the Participant
or Beneficiary specifies the time at which distribution will commence, the period over which the distribution will be made, and
in the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant listed in order of priority.



 




    	28



    	 



    

 


For any distribution which commenced
before January 1, 1984, but continues after December 31, 1983, the Participant, or the Beneficiary, to whom such distribution
is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the
method of distribution was specified in writing and the distribution satisfies the requirements in Items (1) and (5) above.


 


If such a designation is revoked,
any subsequent distribution must satisfy the requirements of Subsection (a) above. Any changes in the designation will be
considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named
in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution
or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life).


 


		(d)	All distributions required under this Section shall be
determined and made in accordance with Code Section 401(a)(9) and the regulations thereunder, including the incidental death benefit
requirements of Code Section 401(a)(9)(G) and Treasury Regulation 1.401(a)(9)-6, Q&A 2. With respect to distributions commencing
under the Plan on and after February 1, 2001 and before February 1, 2006 the Plan shall apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with Proposed Treasury Regulations issued July 27, 1987 thereunder. With respect to distributions
commencing after December 31, 2005, the Plan shall apply the minimum distribution requirements of Code Section 401(a)(9) in accordance
with the Final Treasury Regulations issued June 15, 2004 thereunder.



 


For purposes of this Section, any
distribution required under the incidental death benefit requirements of Code Section 401(a) shall be treated as a distribution
required under Code Section 401(a)(9).


 


		6.09	When Benefits Are Payable:



 


		(a)	Payment of benefits under this Plan shall commence upon
the event giving rise to such benefit, but no later than sixty (60) days after the last day of the Plan Year in which the latest
of the following events occur:



 


		(1)	The attainment by the Participant of Age sixty-five (65)
or, if earlier, his Normal Retirement Age; or



 


		(2)	The tenth (10th) anniversary of the Participant’s
Entry Date; or



 


		(3)	The date the Participant terminates employment with the
Employer.



 




    	29



    	 



    

 


If the amount of the payment required
to commence on the date determined above cannot be ascertained by such date, or if it is not possible to make such payment on such
date because the Plan Administrator has been unable to locate the Participant after making reasonable efforts to do so, a payment
retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment
can be ascertained or the date the Participant is located, whichever is applicable.


 


Notwithstanding any other provision
in this Article VI to the contrary, no payment shall be made to a Participant prior to the later of his Normal Retirement
Age or Age sixty-two (62) unless such Participant consents in writing to such payment not more than ninety (90) days prior to such
payment, except as provided in Section 6.04 or 6.08.


 


		(b)	Effective February 1, 2004, if (i) circumstances exist
under which the Participant’s Annuity Starting Date is permitted under subsection (c) to precede the distribution notice
required by Code section 417(a)(3); (ii) the desired Annuity Starting Date is permissible under the terms of the Plan; (iii) the
Participant and his or her Spouse consent in writing on forms provided by the Plan Administrator; and (iv) the Participant properly
completes his or her benefit election forms and returns them to the Plan Administrator on a timely basis in accordance with rules
established by the Plan Administrator, the Participant’s benefits will commence in the form elected by the Participant as
of the first day of the month affirmatively elected by the Participant in accordance with the terms of the Plan and the Plan’s
Administrative rules, provided that the requirements of subsection (d) are satisfied. Such first day of the month shall be his
or her Retroactive Annuity Starting Date.



 


		(c)	Effective February 1, 2004, a Retroactive Annuity Starting
Date is permitted in the following circumstances:



 


		(1)	Through no fault of the Participant, the Plan Administrator
delays providing the distribution notice until after the date designated as the Participant’s desired Annuity Starting Date;
or



 


		(2)	The distribution notice is not provided prior to the Normal
Retirement Date because the Participant’s whereabouts are unknown and the Participant later comes forward and requests a
benefit commencing at the Normal Retirement Date; or



 


		(3)	Retroactive payments are permitted under subsection (a)
above.



 


		(d)	This subsection shall apply to benefits commencing on and
after February 1, 2004. If, in accordance with the provisions of subsections (a) and (b), the Participant elects an Annuity Starting
Date that is before the date of the distribution notice (a Retroactive Annuity Starting Date), the benefit payable as of such
Retroactive Annuity Starting Date is subject to the following:



 




    	30



    	 



    

 


		(1)	Amount of Payment: The amount payable as of the date the
Participant’s benefit begins shall be the Participant’s Accrued Benefit, determined as of the Retroactive Annuity
Starting Date, plus a catch-up payment increased by interest accrued at a reasonable rate for the period commencing as of the
Retroactive Annuity Starting Date or the due date of any periodic payment owed under the relevant annuity option and ending on
the on the date benefits begin to be paid.



 


		(2)	Consent: A Participant’s spouse shall be required
to consent to the designation of a Retroactive Annuity Starting Date hereunder; provided, however, that the Participant’s
spouse shall not be required to consent if the survivor annuity payments under the form of benefit payable hereunder equal or
exceed the survivor annuity payments payable under a Qualified Joint and Survivor Annuity calculated as of the date benefit payments
to the Participant actually commence and not as of the Retroactive Annuity Starting Date.



 


		(3)	Other Limitations. In no event shall any amount paid hereunder
exceed the limitations imposed under Section IX hereof, determined as of the date the Participant’s benefits begin to be
paid.



 


		6.10	Manner of Providing Benefits



 


Any benefits payable under this Plan may
be provided by direct payments from the Trust, payments by an Insurer pursuant to a group annuity contract issued to the Trustee,
or the purchase by the Trustee of a single-premium nontransferable individual annuity contract from an Insurer. Any annuity contract
purchased by the Trustee and distributed to a Participant or Beneficiary must comply with the requirements of this Plan and Trust.


 


		6.11	Direct Rollovers



 


Notwithstanding any provision of the Plan
to the contrary, any Participant or Former Participant, any surviving spouse of a Participant or Former Participant, or any alternate
payee under a Qualified Domestic Relations Order who receives an Eligible Distribution from the Plan on or after January 1, 1993
may elect to have any portion of his distribution paid directly to an Eligible Retirement Plan specified by the payee as a Direct
Rollover. For this purpose, a distribution from the Plan is an Eligible Distribution unless:


 


		(a)	The distribution is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life expectancy) of the payee or the joint lives (or
joint life expectancies) of the payee and the payee’s designated beneficiary, or for a specified period of ten (10) years
or more; or



 


		(b)	The distribution is made in accordance with Section 6.08
of the Plan.



 




    	31



    	 



    

 


Each payee who receives an Eligible Distribution
from the Plan shall be provided a written notification by the Plan Administrator, not less than thirty (30) days nor more than
ninety (90) days before the Annuity Starting Date. Notwithstanding, the minimum thirty (30) day waiting period after the notification
is provided until the Annuity Starting Date may be disregarded if the Plan Administrator informs the Participant of his right to
the full minimum thirty (30) day waiting period, and the Participant elects in writing to waive the minimum thirty (30) day waiting
period. The notification shall be in non-technical language and shall include:


 


		(a)	A description of the types of distribution eligible to
be paid in the form of a Direct Rollover;



 


		(b)	An explanation of a Direct Rollover;



 


		(c)	An explanation of mandatory and voluntary withholding from
payments not made in the form of a Direct Rollover;



 


		(d)	The special rules which apply to surviving spouses, alternate
payees and other beneficiaries; and



 


		(e)	Instructions on how to obtain additional information regarding
distributions from the Plan.



 


A payee who receives an Eligible Distribution
shall be eligible to elect, during the ninety (90) day period ending on the Annuity Starting Date, to receive his benefit in the
form of a Direct Rollover, provided:


 


		(a)	The amount of the Direct Rollover must be at least two
hundred dollars ($200);



 


		(b)	If a payee elects a Direct Rollover of only a portion of
his distribution, the amount of the Direct Rollover must be at least five hundred dollars ($500); and



 


		(c)	The payee may not elect a Direct Rollover to two or more
Eligible Retirement Plans from a single distribution.



 


If a payee fails to elect a Direct Rollover,
the distribution shall be paid directly to the payee. In the case of a series of periodic payments, each of which is an Eligible
Distribution, a payee’s election regarding any payment shall apply to all subsequent payments until the payee changes his
election.


 


If a payee elects a Direct Rollover of
all or a portion of an Eligible Distribution to an Eligible Retirement Plan, the Plan Administrator shall direct the Trustee to
pay the amount of the Direct Rollover to the Eligible Retirement Plan specified by the payee. The Trustee may execute such Direct
Rollover by any means permitted by regulations issued by the Secretary, including wire transfer, check mailed to the Eligible Retirement
Plan or check mailed to the payee payable to the Eligible Retirement Plan.


 




    	32



    	 



    

 


For purposes of the above, an Eligible
Retirement Plan is a qualified plan described in Code Section 401(a), an individual retirement account described in Code Section
408(a), and individual retirement annuity described in Code Section 408(b), a Roth IRS described in Code Section 408A, an annuity
plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section
457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan.


 


Notwithstanding any provision of this Section
to the contrary, effective as of January 1, 2010, a non-Spouse Beneficiary of a deceased Participant may elect, at the time and
in the manner prescribed by the Plan Administrator, to directly roll over any portion of a distribution that would constitute an
eligible rollover distribution if it were made to a Participant, Surviving Spouse, or alternate payee, provided such direct rollover
is made to an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code
Section 408(b), or a Roth IRA described in Code Section 408A (collectively, “IRA”) that is established on behalf of
the non-Spouse Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Sections 402(c)(11)
and 408(d)(3)(C)(ii)..


 




    	33



    	 



    

 


ARTICLE VII – DEATH BENEFITS
PRIOR TO RETIREMENT


 


		7.01	General



 


If a Participant or Former Participant
who has not received a distribution of his Vested Accrued Benefit dies prior to his Annuity Starting Date, there shall be no death
benefit payable other than, if applicable, the Qualified Pre-retirement Survivor Annuity of Section 7.02.


 


		7.02	Qualified Pre-retirement Survivor Annuity



 


If a Participant or Former Participant
who has a Vested Accrued Benefit dies prior to his Annuity Starting Date and is survived by a spouse, a Qualified Pre-retirement
Survivor Annuity shall be paid to the surviving spouse in accordance with, and except as otherwise provided by, the following provisions:


 


		(a)	Notwithstanding anything herein to the contrary, a surviving
spouse entitled to a benefit under this Section, may elect to receive the Actuarial Equivalent of the Qualified Pre-retirement
Survivor Annuity in a lump sum. Upon request, the Plan Administrator shall furnish the spouse with an explanation of the Qualified
Pre-retirement Survivor Annuity and with information concerning the financial effect of receiving benefits in any form selected.
An election under this Subsection must be filed with the Plan Administrator before benefit payments commence, unless the Plan
Administrator determines otherwise.



 


		(b)	Notwithstanding anything herein to the contrary, a surviving
spouse may delay the commencement of benefit payments pursuant hereto, provided such delay satisfies the requirement of Article VI
by deeming the surviving spouse to be the Participant.



 


		(c)	This Section shall not result in a duplication of benefits
to a surviving spouse who is also eligible to receive a survivor benefit under the provisions of Section 6.02. Such a spouse
shall receive only the greater of the benefit under this Section or the benefit under Section 6.02.



 


		(d)	This Section shall not apply to a Former Participant who
terminated employment prior to August 23, 1984 unless:



 


		(1)	Such Former Participant had at least one (1) Hour of Service
in the first Plan Year beginning on or after January 1, 1976;



 


		(2)	Such Former Participant had at least ten (10) Years of
Vesting Service under the Plan;



 


		(3)	As of August 23, 1984, such Former Participant's Annuity
Starting Date had not occurred; and



 


		(4)	Such Former Participant was alive on August 23, 1984.



 




    	34



    	 



    

 


		7.03	Payment of Death Benefits



 


Subject to any other applicable provisions
of this Article, the Beneficiary or surviving spouse of a Participant may elect to receive any death benefits payable hereunder
in any Optional Form of Payment available under Section 6.03 except a Joint and Survivor Annuity. The election shall be in
writing and shall be filed with the Plan Administrator at least thirty (30) days prior to the Annuity Starting Date. Nevertheless,
the minimum thirty (30) day waiting period after the election until the Annuity Starting Date may be disregarded if the Plan Administrator
informs the Beneficiary or surviving spouse of his right to the full minimum thirty (30) day waiting period, and the Beneficiary
or surviving spouse elects in writing to waive the minimum thirty (30) day waiting period. The amount payable in the Optional Form
of Payment shall be the Actuarial Equivalent of the benefit otherwise payable to the Beneficiary or spouse on the Annuity Starting
Date; however, if the Participant elected the Modified Cash Refund Annuity under Section 6.03(e), the amount payable shall be the
Actuarial Equivalent of the Participant’s benefit as of the Participant’s Annuity Starting Date reduced by the total
payments actually made to the Participant prior to his death. Payment of death benefits shall also be subject to the provisions
of Section 6.04 concerning payment of small amounts.


 


A Beneficiary or surviving spouse may elect
to receive his benefits as a single lump sum payment that is the Actuarial Equivalent of the benefit otherwise payable. Payment
of death benefits shall also be subject to the provisions of Section 6.04 concerning the payment of small amounts.


 


		7.04	Required Distributions



 


Notwithstanding any other provisions of
this Article, payment of death benefits shall be subject to the following:


 


		(a)	General Rules: If payments have commenced to a Participant
or Former Participant in accordance with Article VI and such Participant dies before his entire Vested Accrued Benefit has
been distributed to him, the death benefit payable to his Beneficiary or surviving spouse shall be distributed at least as rapidly
as under the method of distribution under which such payments were being made as of the date of his death.



 


If a Participant or Former Participant
dies before payment of his Vested Accrued Benefit has commenced, the entire death benefit payable to the Beneficiary or spouse
shall be distributed no later than the date specified below:


 


		(1)	Payments of any portion of such interest to the Participant's
surviving Spouse shall be made over the life or life expectancy of such surviving Spouse commencing no later than December 31
of the calendar year in which 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 of the Participant's death except to the extent an election is made to receive
a distribution of the surviving Spouse's entire interest no later than December 31 of the calendar year containing the fifth anniversary
of the Participant's death.



 




    	35



    	 



    

 


		(2)	Distribution of the entire interest, if any, of a Beneficiary
other than the Participant's surviving Spouse shall be made no later than December 31 of the calendar year containing the fifth
anniversary of the Participant's death except to the extent an election is made to receive distributions over the life or life
expectancy of such designated Beneficiary commencing no later than December 31 of the calendar year containing the first anniversary
of the Participant's death;



 


Such election must be made by the
Participant (or his designated Beneficiary or surviving Spouse, if the Participant dies without having made such an election) on
or before the earlier of the date by which distribution must commence absent such election and the date distribution must commence
assuming such election has been made.


 


If the Spouse dies before payments
begin, subsequent distributions are required under this subsection (except for subsection (e)(2)) as if the surviving Spouse was
the Participant.


 


For the purpose of this Section,
distribution of a Participant's interest is considered to begin on the Participant's required beginning date (or, if the last sentence
of subsection (e) applies, the date distribution is required to begin to the surviving Spouse pursuant to subsection (e)). If distribution
in the form of an annuity irrevocably commences to the Participant before the required beginning date, distribution is considered
to commence on the date it actually commences.


 


Any amount paid to a child shall
be treated as if it had been paid to the surviving Spouse if such amount will become payable to the surviving Spouse when the child
reaches the age of majority.


 


		(b)	Transitional Rule: Notwithstanding (a) above, payment
of benefits to a Beneficiary or surviving spouse may be made in accordance with the following requirements regardless of when
such payment of benefits commences or the manner in which payments are made:



 


		(1)	The distribution is one which would not have disqualified
the Plan under Code Section 401(a)(9) as in effect prior to January 1, 1984;



 


		(2)	The distribution is in accordance with a method of distribution
designated by the Participant or, if the Participant is deceased, the Beneficiary or spouse of the Participant;



 


		(3)	Such designation was in writing, was signed by the Participant,
spouse, or Beneficiary and was made prior to January 1, 1984;



 




    	36



    	 



    

 


		(4)	The Participant had an Accrued Benefit under the Plan as
of December 31, 1983; and



 


		(5)	The method of distribution designated by the Participant,
spouse, or Beneficiary specifies the time at which distribution will commence, the period over which the distribution will be
made, and in the case of any distribution upon the Participant's death, the Beneficiaries of the Participant listed in order of
priority.



 


A distribution upon death will
not be covered by this transitional rule unless the information in the designation contains the required information described
above with respect to the distribution to be made upon the death of the Participant.


 


For any distribution which commenced
before January 1, 1984, but continues after December 31, 1983, the Participant, spouse, or Beneficiary, to whom such
distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being
made if the method of distribution was specified in writing and the distribution satisfies the requirements in Items (1) and
(5) above.


 


If such a designation is revoked,
any subsequent distribution must satisfy the requirements of Subsection (a) above. Any changes in the designation will be
considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named
in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution
or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life).


 




    	37



    	 



    

 


ARTICLE VIII – TERMINATION OF
EMPLOYMENT AND VESTING


 


		8.01	Vesting of Benefits



 


Prior to his Normal Retirement Age, a Participant
shall have a Vested Accrued Benefit in accordance with the vesting schedule and provisions of Section 8.02. Upon attaining
Normal Retirement Age, a Participant shall be automatically one hundred percent (100%) vested in his Accrued Benefit.


 


		8.02	Vesting Schedule



 


A Participant’s Vested Accrued Benefit
as of any given date shall be equal to his Accrued Benefit at such date multiplied by the applicable percentage from the following
schedule, based on his number of Years of Vesting Service at such date:


 


	Years of
 Vesting Service	 	Vesting
 Percentage	 
	 	 	 	 
	Less than 10	 	 	0	%
	10 or More	 	 	100	%



 


Notwithstanding the above, if a Participant
is credited with at least one (1) Hour of Service in a Plan Year beginning after December 31, 1988, such Participant’s Vested
Accrued Benefit as of any given date shall be equal to his Accrued Benefit at such date multiplied by the applicable percentage
from the following schedule, based on his number of Years of Vesting Service at such date:


 


	Years of
 Vesting Service	 	Vesting
 Percentage	 
	 	 	 	 
	Less than 5	 	 	0	%
	5 or More	 	 	100	%



 


Notwithstanding the above schedule, a Participant
who terminates employment due to Early Retirement as provided in Section 4.02 or Disability Retirement as provided in Section 4.04,
shall be one hundred percent (100%) vested in his Accrued Benefit.


 


		8.03	Amendments to the Vesting Schedule



 


No amendment to the vesting schedule or
provisions of Section 8.02, or to this Plan which directly or indirectly affects the computation of a Participant’s
Accrued Benefit, shall decrease the vesting percentage of a Participant or deprive a Participant of a vested right to the benefits
accrued to the effective date of the amendment. Furthermore, if the vesting schedule or provisions of Section 8.02 are amended,
each Participant with at least three (3) Years of Vesting Service (determined as of the later of the date the amendment is adopted
or the date the amendment is effective) may elect to have his vesting percentage computed under the Plan without regard to such
amendment. The period during which the election may be made shall commence with the date the amendment is adopted and shall end
on the latest of:


 




    	38



    	 



    

 


		(a)	Sixty (60) days after the amendment is adopted;



 


		(b)	Sixty (60) days after the amendment becomes effective;
or



 


		(c)	Sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or the Plan Administrator.



 


In the absence of any written notice under
(c) above, any Participant who has at least three (3) Years of Vesting Service (as determined above) shall at all times receive
a vested interest under whichever vesting schedule provides the greatest vested interest.


 


		8.04	Distribution of Vested Accrued Benefit



 


If a Participant terminates employment
for reasons other than Retirement, as provided in Article IV, or death, payment of the Participant’s Vested Accrued
Benefit shall be deferred to a date no later than the date determined under Section 6.08 and then distributed in accordance with
the provisions of Article VI. If a Participant or Former Participant terminated employment prior to his Early Retirement Age
and had satisfied the other requirements for Early Retirement specified in Section 4.02, he shall be eligible to elect an
Early Retirement Benefit upon attainment of his Early Retirement Age, provided he has not received a distribution of his Vested
Accrued Benefit prior to such time.


 


If the Participant is to receive a deferred
payment of his Vested Accrued Benefit, but dies or incurs a Disability before his Annuity Starting Date, the Plan Administrator,
upon notice of the death or Disability, shall direct the Trustee to make payment of the Participant’s Vested Accrued Benefit
to him (or to his surviving spouse or Beneficiary if the Participant is deceased) in accordance with the provisions of Article VII
in the case of death, or Section 5.04 in the case of Disability.


 


Notwithstanding the above, if a terminated
Participant is re-employed by the Employer prior to distribution of his Vested Accrued Benefit, such distribution shall not be
made until his employment is again terminated.


 


Payment of vested accrued benefits shall
also be subject to the provisions of Section 6.04 concerning payment of small amounts. In the event a Participant’s
Vested Accrued Benefit is distributed in the form of a single lump sum payment, payment of such benefit shall be made not later
than as soon as administratively feasible after the last day of the Plan Year in which the Participant incurs a One Year Break
in Service.


 


		8.05	Accrued Benefit Upon Re-employment



 


If a Former Participant is re-employed
by the Employer and again becomes a Participant in this Plan, Years of Credited Service and Years of Participation for which he
received a lump sum distribution shall be disregarded in computing such Participant’s Normal Retirement Benefit and Accrued
Benefit after re-entry into the Plan, unless the Participant may and does repay such distribution as provided in Section 8.06.
If such a Participant does repay such distribution as provided in Section 8.06, his Years of Credited Service and Years of
Participation prior to his Termination of Employment shall be fully restored in determining his future Normal Retirement Benefit
and Accrued Benefit.


 




    	39



    	 



    

 


If such a Participant was to receive a
deferred Vested Accrued Benefit as provided in Section 8.04(b), his Years of Credited Service and Years of Participation prior
to his Termination of Employment shall be fully restored in determining his future Normal Retirement Benefit and Accrued Benefit,
and his previous deferred Vested Accrued Benefit shall be cancelled.


 


		8.06	Repayment of Distribution



 


A Former Participant as described in Section 8.05
who received a lump sum distribution of less than one hundred percent (100%) of his Accrued Benefit shall be entitled to repay
the amount so distributed. Such repayment must be made not later than the earlier of:


 


		(a)	The date on which the Participant incurs five (5) consecutive
One Year Breaks in Service after the date of distribution.



 


		(b)	The end of the five (5) year period beginning with the
date the Participant is re-employed by the Employer.



 


In the case of any other withdrawal the
repayment must be made five (5) years after the date of the withdrawal.


 


The repayment must be for the full amount
of such distributions plus interest at five percent (5%) per annum compounded annually, or such other rate of interest as the Secretary
of the Treasury or his delegate may prescribe, computed from the date of such distribution to the date of repayment.


 


		8.07	Breaks in Service and Vesting



 


If a Participant has a One Year Break in
Service, the Participant’s Years of Vesting Service before the One Year Break in Service shall not be included in computing
Years of Vesting Service until the Participant shall have completed one Year of Vesting Service after the One Year Break in Service.
If an Employee terminated employment prior to becoming a Participant and incurred a One Year Break in Service, or if a Participant
did not have any Vested Accrued Benefit derived from Employer contributions prior to a One Year Break in Service, Years of Vesting
Service before a One Year Break in Service shall not be included in Years of Vesting Service calculated after the Participant’s
One Year Break in Service if the number of consecutive One Year Breaks in Service equals or exceeds the greater of five (5) or
the aggregate number of such Years of Vesting Service before the One Year Break in Service. All other Years of Vesting Service
shall be aggregated for determining a Participant’s Vesting Percentage under Section 8.02.


 


Notwithstanding the previous paragraph,
an Employee’s Years of Vesting Service prior to the first Plan Year beginning after December 31, 1984 shall be disregarded
if such Years of Vesting Service would have been disregarded under the provisions of the Plan and Code Section 411(a)(6)(D)
(as in effect on August 22, 1984) as of the day preceding the first day of such Plan Year.


 




    	40



    	 



    

 


		8.08	Effect of Social Security Changes



 


If a Participant terminates employment
with the Employer and does not subsequently resume participation in the Plan, the benefits payable under this Plan shall not be
decreased as a result of any increase in the benefit level or taxable wage base under Title II of the Social Security Act
effective after the date the Participant terminates his employment with the Employer. If a Participant terminates employment with
the Employer and subsequently resumes participation in the Plan, any increase in the benefit level or taxable wage base under Title II
of the Social Security Act effective during his separation from service shall not have the effect of reducing the benefit to which
a Participant would have been entitled if he had not returned to service after Termination of Employment with the Employer.


 


		8.09	Disposition of Non-Vested Benefits



 


Any non-vested Accrued Benefit forfeited
under this Plan pursuant to this Article VIII shall become a general asset of this Plan and Trust and shall not be used to
increase any benefits payable under this Plan. Any such non-vested Accrued Benefit shall be used to reduce future Employer contributions
to the Plan.


 




    	41



    	 



    

 


ARTICLE IX – CONTRIBUTIONS BY
PARTICIPANTS


 


		9.01	Mandatory Participant Contributions



 


No contributions are required of an Employee
to become or remain a Participant in this Plan.


 


		9.02	Voluntary Contributions by Participants



 


No voluntary contributions by Participants
are permitted to be made to this Plan and Trust.


 


		9.03	Rollover Contributions by Participants



 


No rollover contributions by Participants
are permitted to be made to this Plan and Trust.


 




    	42



    	 



    

 


ARTICLE X – LOANS TO PARTICIPANTS


 


		10.01	Availability of Loans



 


No loans to Participants shall be permitted
under this Plan.


 




    	43



    	 



    

 


ARTICLE XI – RESTRICTIONS TO
PREVENT DISCRIMINATION


 


		11.01	Restrictions to Prevent Discrimination



 


Benefit payments under this Plan shall
be restricted as follows:


 


		(a)	If the Plan is terminated, the benefit of any highly compensated
employee or highly compensated former employee, as defined in Code Section 414(q), shall be limited to a benefit that is non-discriminatory
under Code Section 401(a)(4).



 


		(b)	The benefit of any highly compensated employee or highly
compensated former employee who is among the 25 employees who received the highest Compensation in the current or any prior year
shall be limited to a benefit equal in each year to payments that would be made on behalf of the employee under:



 


		(i)	A straight life annuity that is the Actuarial Equivalent
of the Accrued Benefit and other benefits to which the employee is entitled under the Plan, other than a Social Security supplement;
and



 


		(ii)	Any Social Security supplement.



 


However, the restrictions in
this paragraph (b) shall not apply if any one of the following requirements is satisfied with respect to an affected employee:


 


		(i)	After payment of all benefits to the affected employee,
the value of Plan assets equals or exceeds one hundred ten percent (110%) of the value of current liabilities, as defined in Code
Section 412(l)(7) (for Plan Years beginning before 2008; Code Section 430(g) for Plan Years beginning after 2007) ; or



 


		(ii)	The value of all benefits payable to the affected employee
is less than one percent (1%) of the value of current liabilities; or



 


		(iii)	The value of all benefits payable to the affected employee
does not exceed the amount described in Code Section 411(a)(11)(A).



 


		11.02	Repayment of Restricted Benefits



 


Notwithstanding the above, the Plan Administrator
may authorize the Trustee to pay a Participant’s benefit as a single lump sum payment, provided that:


 


		(a)	The Participant enters into an agreement with the Trustee
providing for repayment of the amount which would be restricted under the provisions of this Article XI; and



 


		(b)	The Participant guarantees such repayment either:



 




    	44



    	 



    

 


		(i)	By holding in an acceptable depository property having
a fair market value equal to at least one hundred twenty-five percent (125%) of the amount which would have to be repaid if the
Plan were terminated on the date the lump sum payment was made; or



 


		(ii)	By securing repayment by posting a bond or obtaining a
bank letter of credit for such amount;



 


Until notified by the Plan Administrator
that the repayment obligation has lapsed. If the fair market value of property deposited pursuant to (i) above declines to less
than one hundred ten percent (110%) of the amount to be repaid, the Participant shall deliver additional property to the depository
such that the value of all property so deposited equals at least one hundred twenty-five percent (125%) of the amount to be repaid.
For purposes of the above, the amount to be repaid may be adjusted from time to time to take into account any decrease in the amount
of the restricted benefit due to passage of time.


 




    	45



    	 



    

 


ARTICLE XII - FIDUCIARY DUTIES


 


		12.01	General Fiduciary Duty



 


A Fiduciary, whether or not a Named Fiduciary,
shall discharge his duties solely in the interest of the Participants and their Beneficiaries hereunder. All assets of this Plan
shall be devoted to the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying the reasonable
expenses of administering the Plan. Each Fiduciary, whether or not a Named Fiduciary, shall discharge his duties with the care,
skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character and with like aims. Each such Fiduciary shall also
discharge his duties in a manner consistent with the documents and instruments governing the Plan to the extent such documents
and instruments are consistent with law. No Fiduciary, whether or not a Named Fiduciary, shall engage in any of the prohibited
transactions with disqualified persons or parties-in-interest as those terms and transactions are defined by ERISA, as passed and
as it may be amended, and regulations thereunder.


 


		12.02	Allocation of Responsibilities



 


Each Named Fiduciary shall have only those
duties and responsibilities expressly allocated under the terms of this Plan. No other duties or responsibilities shall be implied.


 


		12.03	Delegation of Responsibilities



 


Each Named Fiduciary may delegate the fiduciary
responsibilities other than Trustee responsibilities allocated to such Fiduciary under this Plan to any person other than a Named
Fiduciary. If any duties or responsibilities are delegated under this Section, the person to whom such duties or responsibilities
are delegated shall acknowledge the fact in writing and shall specify in writing the duties and responsibilities so delegated.
All other duties and responsibilities shall be deemed not to have been delegated.


 


		12.04	Liability for Allocation or Delegation of Responsibilities



 


A Named Fiduciary shall not be liable for
the acts or omissions of a person to whom responsibilities or duties are allocated or delegated in accordance with Section 12.02
or Section 12.03 except to the extent such Named Fiduciary breaches his obligation under Section 12.01:


 


		(a)	With respect to the allocation or delegation;



 


		(b)	With respect to establishing or implementing a procedure
for allocation or delegation; or



 


		(c)	By continuing the allocation or delegation.



 


Nothing in this Section shall relieve a
Fiduciary from liability incurred under Section 12.05.


 




    	46



    	 



    

  


		12.05	Liability for Co-Fiduciaries



 


In addition to the liability a Fiduciary
may incur for the breach of his duty under Section 12.01 or 12.04, a Fiduciary shall be liable for a breach of Fiduciary duty
committed by another Fiduciary in the following circumstances:


 


		(a)	If he participates knowingly in, or knowingly undertakes to conceal, an act of omission of such
other Fiduciary knowing such act or omission is a breach;



 


		(b)	If, by his failure to comply with Section 12.01 of this Plan, he has enabled such other Fiduciary
to commit a breach;



 


		(c)	If he has knowledge of a breach by such other Fiduciary, unless he makes reasonable efforts under
the circumstances to remedy the breach.



 


		12.06	Same Person May Serve in More than One Capacity



 


Nothing herein shall prevent any person
from serving in more than one Fiduciary capacity.


 




    	47



    	 



    

 


ARTICLE XIII - THE PLAN ADMINISTRATOR


 


		13.01	Appointment of Plan Administrator



 


The Plan Sponsor shall appoint the Plan
Administrator or, in the absence of appointment, shall be the Plan Administrator. If more than one person has been appointed Plan
Administrator, the persons so appointed shall comprise the Administrative Committee and all references in the Plan to the Plan
Administrator shall be deemed to refer to the Administrative Committee. The Administrative Committee shall act by majority vote
except that they shall act by unanimous vote at any time when there are only two members comprising the Administrative Committee.
If the Plan Sponsor is the Plan Administrator, action on behalf of the Plan Sponsor may be taken by its Board of Directors, Corporate
President, or any other Corporate Officer or Committee duly authorized by the Board of Directors.


 


		13.02	Acceptance by Plan Administrator



 


The Plan Administrator shall accept his
appointment by joining with the Employer and the Trustee in the execution of this Agreement.


 


		13.03	Signature of Plan Administrator



 


All persons dealing with the Plan Administrator
may rely on any document executed by the Plan Administrator; or, in the event more than one person has been designated as Plan
Administrator, such persons may rely on any document executed by at least one member of the Administrative Committee as being the
act of the Plan Administrator; or, in the event the Plan Sponsor is Plan Administrator, such persons may rely on any document executed
by the Employer’s Corporate President, or any other individual duly authorized by the Board of Directors.


 


		13.04	Appointment of an Investment Manager



 


The Plan Administrator may appoint an Investment
Manager or Managers to manage, acquire and dispose of any assets of the Plan. If more than one person has been appointed Investment
Manager, the persons so appointed shall comprise the Investment Committee and all references in the Plan to the Investment Manager
shall be deemed to refer to the Investment Committee. The Investment Manager shall accept his appointment by written agreement
executed by the Plan Administrator and the Investment Manager or, in the case of an Investment Committee, each of its members.
This written agreement shall specify the Plan assets for which the Investment Manager is responsible and such written instrument
shall be kept with the other documents governing the operation of the Plan. The Trustee shall be entitled to rely on written instructions
from the Investment Manager and shall be under no obligation to invest or otherwise manage any asset of the Plan subject to the
management of such Investment Manager.


 


		13.05	Duties of the Plan Administrator



 


The Plan Administrator shall be responsible
for the general administration of the Plan including, but not limited to, the following:


 


		(a)	To prepare an annual report, summary plan description and modifications thereto, and summary annual
report;



 




    	48



    	 



    

 


		(b)	To complete and file the various reports and tax forms with the appropriate government agencies
as required by law;



 


		(c)	To distribute to Plan Participants and/or their Beneficiaries the summary plan description and
reports sufficient to inform such Participants or Beneficiaries of their Accrued Benefit and their Vested Accrued Benefit as required
by law;



 


		(d)	To determine annually, or more frequently if necessary, which Employees are eligible to participate
in the Plan;



 


		(e)	To determine, or have determined, the contributions necessary to maintain the Plan on a sound actuarial
basis and to satisfy the minimum funding standards established by law;



 


		(f)	To determine the benefits to which Participants and their Beneficiaries are entitled;



 


		(g)	To provide Plan Participants with a written explanation of the effect of electing an Optional Form
of Benefit;



 


		(h)	To retain copies of all documents or instruments under which the Plan operates in its own office,
the principal place of business of the Plan Sponsor and such other place as the Secretary of Labor or his delegate may by regulation
prescribe; to make all such documents and instruments governing the operation of the Plan available for inspection by Plan Participants
and/or their Beneficiaries; and to furnish copies of such documents or instruments to Plan Participants and/or their Beneficiaries
on request, charging only the cost thereof as prescribed by regulation of the Secretary of Labor or his delegate;



 


		(i)	To provide, with complete and total discretion, interpretations of the Plan provisions when requested
or needed; and



 


		(j)	To act as the Plan’s Agent for Service of Legal Process, unless another agent is designated
by the Plan Sponsor, and to act on behalf of the Plan in all matters in which the Plan is or may be a party.



 


		13.06	Claims Procedure



 


The claims procedure shall be as follows:


 


		(a)	Claim. A Participant or Beneficiary or other person who believes that he 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 Administrator on forms supplied by the Plan Sponsor setting forth his claim.



 




    	49



    	 



    

 


		(b)	Response to Claim. The Plan Administrator shall respond within ninety (90) days (45 days
in the case of a claim for a Disability Retirement Benefit) of receipt of the claim. However, upon written notification to the
Claimant, the response period may be extended, for an additional ninety (90) days (two additional 30 day periods in the case of
a claim for a Disability Retirement Benefit). The extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the plan expects to render the determination. In the case of a claim for a Disability Retirement
Benefit, the notice of an extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved
issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall
be afforded at least 45 days within which to provide the specified information. If the claim is denied in whole or in part, the
Claimant shall be provided with a written opinion using nontechnical language calculated to be understood by the Participant setting
forth:



 


		(1)	The specific reason or reasons for denial;



 


		(2)	The specific references to pertinent Plan provisions on which the denial is based;



 


		(3)	A description of any additional material or information necessary for the Claimant to perfect the
claim and an explanation of why such material or such information is necessary;



 


		(4)	Appropriate information as to the steps to be taken if the Claimant 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 action under ERISA Section 502(a) following
the adverse benefit determination on review.



 


		13.07	Claims Review Procedure:



 


		(a)	Within sixty (60) days (180 days in the case of a claim for a Disability Retirement Benefit) after
the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Plan Administrator
review the determination.



 


The Claimant or his duly authorized
representative may review the pertinent documents and submit written comments, documents, records, and other information for consideration
by the Plan Administrator. The Claimant shall be provided, upon request and free of charge, reasonable access to and copies of,
all documents, records, and other information relevant to the Claimant's claim for benefits. If the Claimant does not request a
review of the Plan Administrator's determination within such sixty- (60) day period (180 days in the case of a claim for a Disability
Retirement Benefit), he shall be barred and stopped from challenging the Plan Administrator's determination.


 




    	50



    	 



    

 


The Plan Administrator shall review
the determination within sixty (60) days (45 days in the case of a claim for a Disability Retirement Benefit) after receipt of
a Claimant's request for review; provided, however, that for reasonable cause such period may be extended due to special circumstances
for an additional sixty (60) days (45 days in the case of a Claim for a Disability Retirement Benefit). In the case of a claim
for a Disability Retirement Benefit, the notice of an extension shall specifically explain the standards on which entitlement to
a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve
those issues, and the claimant shall be afforded at least 45 days within which to provide the specified information. In the case
of a committee that meets at least on a regular quarterly basis, the committee shall make a benefit determination no later than
the meeting date that immediately follows the Plan's receipt of the request for a review, 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 the second
meeting following the Plan's receipt of the request for review. After considering all materials presented by the Claimant, the
Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant setting forth
the specific reasons for the decision and containing specific references to the pertinent Plan provisions on which the decision
is based. If the claim is denied in whole or in part, the Claimant shall be provided with a written opinion using nontechnical
language setting forth:


 


		(1)	The specific reason or reasons for denial;



 


		(2)	The specific references to pertinent Plan provisions on which the denial 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 claim for benefits;



 


		(4)	A statement describing any voluntary appeal procedures offered by the Plan and the claimant's right
to obtain the information about such procedures; and



 


		(5)	A statement of the Claimant's right to bring an action under ERISA Section 502(a).



 


		(b)	Procedures (General). The following procedures shall apply to any claim filed or reviewed
pursuant to this Section:



 




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		(1)	Any Claimant may be represented by an authorized representative; however, the Administrator may
determine reasonable procedures to determine whether any individual is authorized to act on behalf of another individual.



 


		(2)	The Administrator or any other person or persons acting as a named fiduciary for this purpose shall
determine administrative safeguards designed to ensure and verify that all determinations are made in accordance with governing
Plan documents and that all Plan provisions are applied consistently with respect to similarly situated claimants.



 


		(3)	The response periods described above shall be tolled for periods during which the Claimant is responding
to a request for additional information that the Administrator or other named fiduciary has determined is necessary to process
the claimant’s claim. The claimant shall have not less than 45 days to provide the requested information. The response periods
described above shall recommence when the claimant provides the requested information.



 


		(c)	Procedures (Disability). In the case of a claim that relates to a Disability Retirement
pension, the following additional procedures shall apply.



 


		(1)	An individual or committee designated by the board of directors of the Company, but not the person
or persons responsible for the initial review, shall be the named fiduciary responsible for determining the appeal. Such individual
or committee may not make such determination if the individual or committee (or a subordinate thereof) was consulted in connection
with the initial claim for benefits.



 


		(2)	The review shall not afford deference to the initial adverse benefit determination.



 


		(3)	When the appeal is based on a medical judgment, the named fiduciary shall consult with a health
care professional who has appropriate experience and training in the field involved in determining the Claimant’s disability
and shall identify all medical and vocational experts whose advice was obtained in connection with the appeal. A health care professional
may not be consulted under this subsection if the health care professional (or a subordinate of such individual) was consulted
in connection with the initial claim for benefits.



 


		(4)	If the named fiduciary makes an adverse benefit determination on review, the named fiduciary shall
provide the Claimant with a statement that the Claimant is entitled to receive or request reasonable access to, and copies of,
all information relevant to the claim for benefits, including internal rules, guidelines, and protocols (to the extent relied upon)
and a statement regarding voluntary alternative dispute resolution options.



 




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		13.08	Compensation and Expenses of Plan Administrator



 


The Plan Administrator may engage any person,
including counsel, whose services, in the opinion of the Plan Administrator, are necessary to assist him in carrying out his responsibilities
under the Plan. The Employer shall direct the Trustee to pay any expenses properly and actually incurred for such services from
the Trust Fund, including such reasonable compensation for services provided by the Plan Administrator as shall have been agreed
upon between them, or, alternatively, the Employer may pay such expenses or compensation directly; provided, however, that no Plan
Administrator shall receive any compensation if he already receives full-time pay from the Employer.


 


		13.09	Removal or Resignation



 


Plan Administrator may be removed by the
Board of Directors of the Plan Sponsor upon thirty (30) days written notice, and may resign upon thirty (30) days written notice
to the Board of Directors. Upon such removal or resignation, or the inability of the Plan Administrator for any other reason to
act as Plan Administrator, the Board of Directors shall appoint a Successor Plan Administrator. The successor Plan Administrator,
upon written acceptance, shall have all the duties and responsibilities of a Plan Administrator hereinunder. The former Plan Administrator
shall deliver to the successor Plan Administrator all records and documents held by him relating to the Plan upon such removal
or resignation.


 


		13.10	Records of Plan Administrator



 


The Employer and Trustee shall have access,
upon request, to all the records of the Plan Administrator that relate to the Plan.


 


		13.11	Other Responsibilities



 


Nothing in this Article shall be construed
to limit the responsibilities and duties allocated to the Plan Administrator in other Articles of this Plan.


 




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ARTICLE XIV – THE TRUSTEE


 


		14.01	Appointment of Trustee



 


The Board of Directors of the Plan Sponsor
shall appoint the Trustee. Nothing in this Plan shall prevent the Plan Sponsor from appointing multiple Trustees of creating multiple
Trust Funds, each with separate Trustees. If more than one person is appointed as Trustee or a single Trust Fund, they shall act
by majority vote; provided, however, that they shall act by unanimous vote at any time when there are only two Trustees. In the
event there is more than one Trust, a reference to Trust shall be deemed to refer to all the Trusts. In the event there is more
than one Trustee, a reference to Trustee shall be deemed to refer to all the Trustees.


 


		14.02	Acceptance by Trustee



 


The Trustee shall accept his appointment
by joining with the Employer and Plan Administrator in the execution of this Agreement.


 


		14.03	Signature of Trustee



 


All persons dealing with the Trustee may
rely on any document executed by the Trustee or, in the event there is more than one Trustee, on any document executed by at least
one Trustee as being the act of the Trustee or Trustees.


 


		14.04	Co-Trustees



 


In the event the Plan Sponsor appoints
more than one Trustee under the Plan, and the Trustees accept such appointment, each Trustee shall use reasonable care to prevent
a Co-Trustee from committing a breach under the Plan.


 


		14.05	Allocation of Responsibilities



 


Nothing herein shall prevent Trustees from
allocating specific responsibilities among themselves; provided, however, that all responsibilities so allocated must be evidenced
by a written agreement executed by all the Trustees stating with particularity the responsibilities that have been allocated. Notwithstanding
the provisions of Section 14.04, no Trustee shall be liable for the failure to exercise reasonable care to prevent a breach
by a Co-Trustee if an allocation has been made under this section.


 


		14.06	Removal or Resignation



 


A Trustee may be removed by the Board of
Directors of the Plan Sponsor upon thirty (30) days written notice and may resign upon thirty (30) days written notice to the Plan
Sponsor. Upon such removal or resignation, or the inability of the Trustee to act as Trustee for any reason, the Board of Directors
of the Plan Sponsor shall appoint a successor Trustee. The successor Trustee, upon written acceptance, shall have all the rights,
title to assets, powers, duties, privileges and immunities of a Trustee under this Plan. The former Trustee shall deliver to the
successor Trustee all monies, contracts, records and all other property held by him for the purpose of this Plan and shall perform
such other acts, if any, which may be necessary to give full effect to this section.


 




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The Board of Directors of the Plan Sponsor
may designate one or more successors prior to the death, resignation, incapacity or removal of a Trustee. In the event a successor
is so designated by the Board of Directors, and accepts such designation, the successor shall, without further act, become vested
with all the estate, rights, powers, discretion and duties of his predecessor with the like effect as if he were originally named
as a Trustee herein immediately upon the death, resignation, incapacity or removal of his predecessor.


 


		14.07	Action by Trustee



 


As it becomes necessary, and from time
to time, the Trustee may request an interpretation of Plan provisions from the Plan Administrator. The Trustee shall be relieved
of all liability for relying on such interpretation supplied by the Plan Administrator except as provided in Sections 12.04
and 12.05.


 


		14.08	Records and Statement



 


The Trustee shall keep accurate and detailed
accounts of all transactions for which he has responsibility hereunder. All accounts, books and records relating thereto shall
be open to inspection at any reasonable time by any Participant or Former Participant, their Beneficiaries, the Employer, the Plan
Administrator or any authorized representative of the foregoing. Within sixty (60) days after each Plan Anniversary, or such other
date as may be agreed upon by the Trustee, Employer and Plan Administrator, and within sixty (60) days after the removal, resignation,
or inability for any reason whatsoever of any Trustee to act, the Employer or Plan Administrator may require the Trustee to file
with the Employer and Plan Administrator a statement of the transactions for which he has responsibility. Within ninety (90) days
after filing such statement, the Plan Administrator and Employer shall notify the Trustee of any impropriety shown in such statement.


 


		14.09	Responsibility for Plan Assets



 


The Trustee shall be responsible only for
such monies, contracts and other property as shall actually be received by him as Trustee hereunder. The Trustee shall not be liable
for failure to make any payment to any person entitled thereto under the Plan unless the Trustee has sufficient funds to do so
or would have sufficient funds if it were not for breach of a Fiduciary duty specified in Article XII.


 


		14.10	Investment Powers and Duties of the Trustee



 


Except to the extent responsibility for
certain Plan assets has been allocated to an Investment Manager as provided in Section 13.04, the Trustee is authorized and
empowered to invest the Trust Fund as hereinafter provided:


 


		(a)	The Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction
between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem
advisable, including, but not limited to, stocks, common or preferred, bonds and other evidences of indebtedness or ownership,
and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among
other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making
such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by
the applicable law for trust investments; however, the Trustee shall give due regard to any limitations imposed by the Code or
ERISA so that at all times this Plan may qualify as a qualified Plan and Trust.



 




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		(b)	The Trustee may, from time to time with the consent of the Employer, transfer to a common, collective,
or pooled trust fund organized and maintained in the United States by any corporate Trustee, Investment Manager or Custodian hereunder,
all or such part of the Trust Fund as the Trustee may deem advisable, provided such common, collective or pooled trust fund expressly
limits participation to qualified pension and profit sharing trusts; prohibits that part of its corpus or income which equitably
belongs to any trust from being used for or directed to any purposes other than the exclusive benefit of the employees or their
beneficiaries who are entitled to benefits thereunder; and prohibits assignment by a participating trust of any part of its equity
or interest in the common, collective or pooled trust fund. All the terms and provisions of any such common, collective, or pooled
trust fund in which this Trust may participate are hereby adopted and made part of this Plan. The Trustee, may, from time to time
with the consent of the Employer, withdraw from such common, collective, or pooled trust fund all or such part of the Trust Fund
as the Trustee may deem advisable.



 


		(c)	The Trustee, at the direction of the Plan Administrator, shall apply for, own, and pay premiums
on Insurance Contracts or annuity contracts, or group annuity contracts from an Insurer.



 


		14.11	Other Powers of the Trustee



 


The Trustee, in addition to all powers
and authorities under common law, statutory authority, including ERISA, and other provisions of this Agreement, shall have the
following powers and authorities, to be exercised in the Trustee’s sole discretion:


 


		(a)	To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction
with the purchase of securities, margin accounts may be opened and maintained;



 


		(b)	To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities
or other property held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound
to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other
disposition, with or without advertisement;



 


		(c)	To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers
of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options,
and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations
or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in
connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other
property;



 




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		(d)	To cause any securities or other property to be registered in the Trustee’s own name or in
the name of one or more of the Trustee’s nominees, and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the Trust Fund;



 


		(e)	To borrow or raise money for the purposes of the Plan in such amount, and upon such terms and conditions,
as the Trustee shall deem advisable; and for any sum so borrowed, to issue a promissory note as Trustee, and to secure the repayment
thereof by pledging all, or any part, of the Trust Fund; and no person lending money to the Trustee shall be bound to see to the
application of the money lent or to inquire into the validity, expediency, or propriety of any borrowing;



 


		(f)	To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to
time, deem to be in the best interests of the Plan, without liability for interest thereon;



 


		(g)	To accept and retain for such time as it may deem advisable any securities or other property received
or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments
hereunder;



 


		(h)	To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and
any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;



 


		(i)	To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or
from the Plan, to commence or defend suits or legal administrative proceedings, and to represent the Plan in all suits and legal
and administrative proceedings;



 


		(j)	To employ suitable agents and counsel and to pay their reasonable expenses and compensation, which
agent or counsel may or may not be agent or counsel for the Employer;



 


		(k)	To do all such acts and exercise all such rights and privileges, although not specifically mentioned
herein, as the Trustee may deem necessary to carry out the purposes of the Plan;



 


		(l)	To apply for and procure from responsible insurance companies, to be selected by the Plan Administrator,
as an investment of the Trust Fund such endowment or annuity contracts on the life of any Participant as the Plan Administrator
shall deem proper; to exercise, at any time or from time to time, whatever rights and privileges may be granted under such endowment
or annuity contracts; to collect, receive, and settle for the proceeds of all such endowment or annuity contracts as and when entitled
to do so under the provisions thereof;



 




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		(m)	To invest funds of the Trust in time deposits or savings accounts bearing a reasonable rate of
interest in the Trustee’s bank;



 


		(n)	To invest in Treasury Bills and other forms of United States government obligations;



 


		(o)	Except as hereinafter expressly authorized, the Trustee is prohibited from selling or purchasing
stock options. The Trustee is expressly authorized to write and sell call options under which the holder of the option has the
right to purchase shares of stock held by the Trustee as a part of the assets of this Trust, if such options are traded on and
sold through a national securities exchange registered under the Securities Exchange Act of 1934, as amended, which exchange has
been authorized to provide a market for option contracts pursuant to Rule 9B-1 promulgated under such Act, and so long as the Trustee
at all times up to and including the time of exercise or expiration of any such option holds sufficient stock in the assets of
this Trust to meet the obligations under such option if exercised. In addition, the Trustee is expressly authorized to purchase
and acquire call options for the purchase of shares of stock covered by such options if the options are traded on and purchased
through a national securities exchange as described in the immediately preceding sentence, and so long as any such option is purchased
solely in a closing purchase transaction, meaning the purchase of an exchange traded call option the effect of which is to reduce
or eliminate the obligations of the Trustee with respect to a stock option contract or contracts which it has previously written
and sold in a transaction authorized under the immediately preceding sentence;



 


		(p)	To deposit monies in federally insured savings accounts or certificates of deposit in banks or
savings and loan associations;



 


		(q)	To pool all or any of the Trust Fund, from time to time, with assets belonging to any other qualified
employee pension benefit or profit sharing trust created by the Employer, and to commingle such assets and make joint or common
investments and carry joint accounts on behalf of this Plan and such other trust or trusts, allocating undivided shares or interests
in such investments or accounts or any pooled assets of the two or more trusts in accordance with their respective interests; and



 


		(r)	To retain a bank, savings and loan association or similar financial institution to act as a Custodian
of all or a portion of the Trust Assets. The retention of a Custodian shall be evidenced by a written agreement between the Trustees
and the Custodian. The provisions of such agreement, as it may be amended from time to time, shall govern any assets held thereunder
and is hereby made a part of this Agreement.



 




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		14.12	Duties of the Trustee Regarding Payments



 


At the direction of the Plan Administrator,
the Trustee shall, from time to time, in accordance with the terms of the Plan, make payments out of the Trust Fund. The Trustee
shall not be responsible in any way for the application of such payments.


 


		14.13	Compensation and Expenses of Trustee



 


The Trustee may engage the services of
any person, including counsel, whose services, in the opinion of the Trustee, are necessary to assist him in carrying out his responsibilities
under the Plan. The Employer shall direct the Trustee to pay any expenses properly and actually incurred for such services from
the Trust Fund, including such reasonable compensation for services provided by the Trustee as shall have been agreed upon between
them, or, alternatively, the Employer may pay such expenses or compensation directly; provided, however, that no Trustee shall
receive any compensation if he already receives full-time pay from the Employer.


 


		14.14	Payment of Expenses



 


If so directed by the Employer or the Plan
Administrator, the Trustee shall pay from the Trust Fund the expenses incurred or charged by a person or organization engaged by
the Employer or Plan Administrator to assist them in establishing or maintaining the Plan. If so directed by the Plan Administrator,
the Trustee shall pay from the Trust Fund any plan termination insurance premiums for the Plan to the Pension Benefit Guaranty
Corporation.


 


		14.15	Indemnification of Trustee



 


The Employer and Plan Administrator shall
jointly indemnify the Trustee for any and all liabilities incurred by the Trustee in acting pursuant to the instructions of the
Employer, Plan Administrator or Investment Manager, except as provided in Sections 12.04 and 12.05.


 




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ARTICLE XV – THE EMPLOYER AND
PLAN SPONSOR


 


		15.01	Notification



 


The Plan Sponsor shall notify the Plan
Administrator and the Trustee in writing if a new Plan Administrator or Trustee has been appointed hereunder.


 


		15.02	Record Keeping



 


The Employer shall maintain records with
respect to each Employee sufficient to enable the Plan Administrator and Trustee to fulfill their duties and responsibilities under
the Plan.


 


		15.03	Bonding



 


The Employer shall procure bonding for
any person, whether or not a Fiduciary, to insure the Plan against risk of loss. The persons to be bonded and the amount necessary
shall be determined in accordance with ERISA and regulations thereunder. No bonding shall be required pursuant to state law.


 


		15.04	Signature of Employer



 


All persons dealing with the Plan may rely
on any document executed by the Corporate President, Vice-President, Secretary or Assistant Secretary of a corporate employer,
or a general partner of a partnership Employer, or an owner of any other Employer, as being the act of that Employer.


 


		15.05	Plan Counsel and Expenses



 


The Employer may engage the service of
any person or organization, including counsel, whose services, in the opinion of the Employer, are necessary for the establishment
or maintenance of this Plan. The expenses incurred or charged by a person or organization engaged by the Employer pursuant to the
previous sentence shall be paid by the Employer or, alternatively, the Employer may direct the Trustee to pay such expenses from
the Trust Fund.


 


		15.06	Other Responsibilities



 


Nothing in this Article shall be construed
to limit the responsibilities or duties allocated to the Employer in other Articles of the Plan.


 


		15.07	Controlled Groups/Affiliated Service Groups:



 


		(a)	For purposes of crediting Hours of Service, all employees of all corporations which are members
of a Controlled Group of corporations, all employees of all trades or businesses (whether or not incorporated) which are a Group
Under Common Control, all employees of an Affiliated Service Group and all employees of any other entity required to be aggregated
with the Employer pursuant to regulations under Code Section 414(o) shall be treated as employed by a single Employer for
purposes of Article II (Funding), Article III (Eligibility), and Article VIII (Vesting).



 




    	1



    	 



    

 


Except as provided
in Section 19.04, all employees of all corporations which are members of a Controlled Group of corporations, all employees
of all trades or businesses (whether incorporated or not) which are a Group Under Common Control, all employees of an Affiliated
Service Group and all employees of any other entity required to be aggregated with the Employer pursuant to regulations under Code
Section 414(o) shall be treated as employed by a single Employer.


 


		(b)	If the Employer is a member of a Controlled Group, Group Under Common Control, or Affiliated Service
Group and if such group maintains more than one qualified retirement plan that is integrated with Social Security, only a single
integration level shall be applicable to each Participant who is a Participant in one or more integrated plans. The integration
level for each Participant shall be prorated in each such integrated plan in the ratio that the Annual Compensation received by
the Participant from the member of the group maintaining such integrated plan bears to the Annual Compensation received by the
Participant from all members of the group maintaining all such integrated plans.



 


		(c)	If more than one Employer has adopted this Plan and if all such Employers are members of the same
Controlled Group, Group Under Common Control, or Affiliated Service Group:



 


		(1)	The provisions of Articles XVI and XVII shall be applicable to each adopting Employer as an
individual Employer; and



 


		(2)	The “effective date” for any adopting Employer who adopts this Plan on other than the
Effective Date shall be the first day of the Plan Year in which such adopting Employer shall first elect to be covered by this
Plan.



 


		15.08	Employer Contributions



 


The Employer shall contribute sufficient
money to the Plan to maintain the Plan on a sound actuarial basis and to satisfy the minimum funding standards established by law,
as determined by the Plan Administrator.


 




    	2



    	 



    

 


ARTICLE XVI – AMENDMENT OF PLAN


 


		16.01	Power to Amend



 


The Plan Sponsor reserves the power to
amend, alter, or wholly revise the Plan, prospectively or retrospectively, at any time, and the interest of every Participant is
subject to the power so reserved. An amendment to this Plan adopted by the Plan Sponsor shall also bind each adopting Employer
without written action of the adopting Employer.


 


		16.02	Limitations on Amendments



 


Upon execution of any amendment, the Employer,
Plan Administrator, Trustees, Participants and their Beneficiaries shall be bound thereby; provided, however, that no amendment:


 


		(a)	Shall enlarge the duties or responsibilities of the Plan Administrator or Trustee without his consent;
or



 


		(b)	Shall cause any part of the assets contributed to the Plan to be diverted to any use or purpose
other than for the exclusive benefit of the Participants and their Beneficiaries (including the reasonable cost of administering
the Plan) prior to the satisfaction of all liabilities (fixed and contingent) under the Plan to Participants and their Beneficiaries;
or



 


		(c)	Shall reduce the vesting percentage of any Participant, Former Participant, or Beneficiary; or



 


		(d)	Shall reduce or restrict the Accrued Benefit of any Participant, Former Participant or Beneficiary;
or



 


		(e)	Shall reduce the Actuarial Equivalent of the Accrued Benefit of a Participant, Former Participant
or Participant payable on an optional form of benefit with respect to such individual’s Accrued Benefit as of the date of
the amendment; or



 


		(f)	Shall eliminate or reduce an early retirement benefit or a retirement-type subsidy (as defined
in regulations under Code Section 411(d)(6)(B)), or eliminate an optional form of benefit, with respect to benefits attributable
to service before the amendment. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect
to Participants or Former Participants who satisfy (either before or after the amendment) the pre-amendment conditions for the
subsidy.



 


Notwithstanding
the above, any amendment may be made which may be or become necessary in order that the Plan will conform to the requirements of
Section 401(a), or of any generally similar successor provision, of the Code, or in order that all of the provisions of the
Plan will conform to all valid requirements of applicable federal and state laws.


 




    	3



    	 



    

 


For purposes
of this Section, a Plan amendment that has the effect of (a) eliminating or reducing an early retirement benefit or retirement-type
subsidy, or (b) eliminating an optional form, with respect to benefits attributable to service before the amendment shall be treated
as reducing a Participant’s Accrued Benefit. In the case of a retirement-type subsidy, the preceding sentence shall apply
only with respect to a Participant who satisfies (either before or after the amendment) the pre-amendment conditions for the subsidy.
Notwithstanding the preceding, the Accrued Benefit of a Participant, early retirement benefit, retirement-type subsidy, or optional
form of benefit may be reduced to the extent permitted under Code Section 412(c)(8) (as it read before the first day of the 2008
Plan Year) or Code Section 412(d)(2) (as it reads for Plan Years beginning on and after February 1, 2008), or to the extent permitted
under Regulation Sections 1.411(d)-3 and 1.411(d)-4.


 


		16.03	Method of Amendment



 


Each amendment shall be stated in an instrument
in writing signed in the name of the Plan Sponsor by its Corporate President or Vice-President or other duly authorized corporate
officer, or by any other individual duly authorized by its Board of Directors.


 


		16.04	Notice of Amendment



 


Written notice of each amendment shall
be given promptly by the Plan Sponsor to any other Employers, the Plan Administrator and the Trustee.


 




    	4



    	 



    

 


ARTICLE XVII – TERMINATION OF
PLAN


 


		17.01	Right to Terminate



 


The Plan Sponsor may terminate the Plan
at any time by a written resolution by the Board of Directors specifying the termination date. The Plan Sponsor shall promptly
notify the Plan Administrator, Trustee and any other Employers of such action. Further, the Plan Sponsor shall notify all Participants
and Former Participants of such action, and shall file all required reports with Federal agencies, in accordance with applicable
regulations.


 


		17.02	Effect of Termination



 


In the event of a Plan termination, the
rights of all affected Participants to their Accrued Benefits as of the date of such termination shall be fully vested, to the
extent funded, and shall not thereafter be subject to forfeiture, except to the extent that law or regulation may preclude such
vesting in order to prohibit discrimination in favor of officers, shareholders, or highly compensated Employees. For purposes of
the preceding sentence, a Participant who has terminated employment with the Employer and incurred a One Year Break in Service
as of the termination date shall not be considered to be affected by such Plan termination, and shall be vested in his Accrued
Benefit only to the extent provided in the other applicable Articles of this Plan. Participants shall have recourse toward satisfaction
of their non-forfeitable benefits solely from the Trust assets or the Pension Benefit Guaranty Corporation.


 


The assets of the Trust Fund shall be allocated
and payment or provision for the payment of benefits (subject to the limitations required by Article XI) made in the following
order of preference:


 


		(a)	Rollover Contributions: The available assets of the Trust Fund shall first be allocated
to provide benefits from rollover contributions by a Participant, if any, pursuant to the provisions of Article IX.



 


		(b)	Voluntary Contributions: The remaining assets of the Trust Fund shall be allocated to provide
benefits from voluntary contributions by a Participant, if any, pursuant to the provisions of Article IX.



 


		(c)	Mandatory Contributions: The remaining assets of the Trust Fund shall be allocated to provide
that portion of each individual’s Accrued Benefit that is derived from the Participant’s Mandatory Contributions to
the Plan, if any, pursuant to Article IX.



 


		(d)	Certain Benefits Payable Three Years Prior to Termination: To the extent the amount of a
benefit has not been provided in the foregoing categories (a), (b) and (c), the available assets of the Trust Fund shall
first be allocated to provide benefits that became payable three (3) or more years before the effective date of Plan termination,
or that could have become payable at the beginning of such three (3) year period had the Participant not deferred the commencement
of his benefit by failing to elect Early Retirement, or that could have become payable had a Participant’s retirement occurred
immediately prior to the beginning of such three (3) year period, provided that:



 




    	5



    	 



    

 


		(i)	The portion of the benefit payable to a Participant or the Beneficiary of a Participant (or that
could have been payable) shall be based on the provisions of the Plan in effect five (5) years prior to the effective date of Plan
termination; and for this purpose, the first Plan Year in which an amendment became effective, or was adopted if later, shall constitute
the first year an amendment was in effect; and further provided that;



 


		(ii)	If the Pension payable under the Plan had been reduced, either by amendment or due to the form
in which the Pension is being paid, during the three (3) year period ending on the effective date of Plan termination, then the
lowest benefit in pay status during such three (3) year period shall be considered the benefit in pay status for purposes of this
category (d).



 


		(e)	Other Benefits Eligible for Termination Insurance: To the extent that the amount of a benefit
has not been provided in the foregoing categories (a), (b), (c) and (d), the remaining assets shall be allocated to provide
any benefit payable under the Plan for a Participant whose employment terminated prior to the effective date of Plan termination,
or any immediate or deferred benefit that would have been payable to or on behalf of a Participant had his employment terminated
for a reason other than death on the effective date of Plan termination, provided that the amount of a pension to be provided under
this category (e) shall be determined as follows:



 


		(i)	The portion of the benefit payable to a Participant or the Beneficiary of a Participant (or that
could have been payable) based on the provisions of the Plan in effect five (5) years prior to the effective date of Plan termination;
and for this purpose, the first Plan Year in which an amendment became effective, or was adopted if later, shall constitute the
first year an amendment was in effect; plus



 


		(ii)	The portion of the benefit payable to a Participant or the Beneficiary of a Participant which would
have been included in (i) above had the Plan or a Plan amendment been in effect five (5) years prior to the effective date of Plan
termination, determined as follows: Twenty percent (20%) for each Plan Year (less than five (5)) that the Plan or an amendment
thereto was in effect, multiplied by the amount that would have been included under subparagraph (i) for such Participant
or Beneficiary had the Plan or the amendment been in effect for five (5) Plan Years as of the effective date of Plan termination;
provided that,



 




    	6



    	 



    

 


		(iii)	No benefit payable under this category (e) to a Participant or Beneficiary shall exceed an
amount with an Actuarial Equivalent value of a monthly benefit in the form of a life only annuity commencing at Age sixty-five
(65) equal to seven hundred fifty dollars ($750) multiplied by a fraction, the numerator of which is the contribution and benefit
base determined under Section 230 of the Social Security Act in effect at the effective date of Plan termination and the denominator
of which is such contributions and benefit base in effect in calendar year 1974.



 


		(f)	Other Vested Benefits: To the extent that the amount of a benefit has not been provided
in the foregoing categories (a), (b), (c), (d) and (e), the remaining assets shall be allocated to provide the benefit payable
under the Plan to or on behalf of a Participant had his employment terminated for a reason other than death on the effective date
of Plan termination, in the following order of preference:



 


		(i)	To any Participant who had retired prior to the effective date of Plan termination under either
Section 4.01, or who was eligible to retire on the effective date of Plan termination under said Section;



 


		(ii)	To any Participant who had retired prior to the effective date of Plan termination under Section 4.02,
or who was eligible to retire on the effective date of Plan termination under said Section; or



 


		(iii)	To any Participant whose employment had terminated prior to the effective date of Plan termination
with entitlement to a deferred Vested Accrued Benefit under Section 8.04(b), or who would have been eligible for a deferred
Vested Accrued Benefit under said Section had his employment terminated on the effective date of Plan termination.



 


		(g)	Other Benefits: To the extent that the amount of a benefit has not been provided in the
foregoing categories (a), (b), (c), (d), (e), and (f), the remaining assets shall be allocated to provide the benefit accrued
under the Plan, without regard to the satisfaction of the vesting requirements of this Plan, with respect to each Participant whose
employment had not terminated as of the effective date of Plan termination, according to the respective Actuarial Equivalent value
of each such Participant’s Accrued Benefits.



 


If the assets
of the Trust Fund applicable to any of the above categories are insufficient to provide full benefits for all persons in such group,
the benefits otherwise payable to such persons shall be reduced proportionately.


 


The Plan Administrator
shall calculate the allocation of the assets of the Trust Fund in accordance with the above priority categories, and certify his
calculations to the Trustee.


 




    	7



    	 



    

 


		17.03	Manner of Distribution



 


In the event of a Plan termination, the
Plan Administrator shall direct the Trustee to distribute the Accrued Benefits of all Participants, Former Participants, and Beneficiaries
in accordance with Article VI and Article VIII. Where distribution is in the form of an annuity, the Plan Administrator
shall purchase on the Participant’s behalf a nontransferable annuity contract from an insurance company licensed to do business
in any State, subject to any minimum issue limits of such insurance company. The terms and conditions of such annuity contract
shall preserve the Participant’s rights to his Accrued Benefit to the extent possible as if the Plan had not terminated.


 


No payment of benefits (or provisions therefor)
shall actually be made by the Trustee until after it is advised by the Plan Administrator in writing that applicable requirements,
if any, of ERISA governing termination of this Plan have been, or are being, complied with or that appropriate authorizations,
waivers, exemptions or variances have been, or are being, obtained. The actual payment of benefits (or provision therefor) shall
be in conformity with the applicable requirements, methods and procedures, if any, of ERISA governing the termination of the Plan.


 


		17.04	Residual Amounts



 


In no event shall the Employer receive
any amounts from the Trust Fund upon termination of the Plan, except that, and notwithstanding any other provisions of the Plan,
the Employer shall receive such amounts, if any, as may remain after the satisfaction of all liabilities (fixed and contingent)
of the Plan and arising out of any variations between actual requirements and expected actuarial requirements, unless the Board
of Directors resolves to have such amounts allocated to the Participants in a non-discriminatory manner.


 


		17.05	Termination of an Employer



 


An Employer, other than the Plan Sponsor,
may terminate its participation in the Plan at any time by a written resolution by the Board of Directors specifying the termination
date. The Employer shall promptly notify the Plan Sponsor, Plan Administrator and Trustee of such action.


 


		17.06	Partial Termination



 


A partial termination of the Plan may be
deemed to have occurred if a substantial percentage of Participants are excluded from coverage by reason of amendment of the Plan,
severance by an Employer or termination of an Employer, or if the Plan is amended to adversely affect the rights of employees to
vest in benefits under the Plan or to reduce or eliminate future benefit accruals under the Plan. The determination of whether
a partial termination has occurred shall be made on the basis of the facts and circumstances in a particular case.


 


		17.07	Effect of Partial Termination



 


In the event of a partial termination of
the Plan, the provisions of Section 17.02 shall apply to those Participants affected by the partial termination.


 




    	8



    	 



    

 


ARTICLE XVIII - THE INSURER


 


		18.01	Actions Consistent with Terms of Contracts



 


No Insurer, which may issue an insurance
or annuity contract for the purpose of this Plan and Trust, shall be required to take or permit to be taken any action contrary
to the provision of said contract nor shall the Insurer be required to look into the terms of this Plan and Trust or question any
action as authorized by the Trustee or Plan Administrator in the application for a contract or changes in any existing contract.


 


		18.02	Insurer not a Party to Plan



 


The Insurer shall not be deemed to be a
contracting party to this Plan and Trust for any purpose nor shall it be responsible for the validity of this Plan and Trust.


 


		18.03	Signature of Trustee



 


Any and all forms, or other documents as
required by the Insurer, may be executed and signed by any one Trustee. When so executed, any such document shall be accepted by
the Insurer as conclusive evidence of any matters mentioned in this Plan and Trust, and any such Insurer shall be fully protected
in taking any action on the faith thereof and shall incur no liability or responsibility for doing so.


 


		18.04	Validity of Contracts



 


Neither the Employer nor the Trustee, nor
their successors, shall be responsible for the validity of any contract issued hereunder or for the failure on the part of the
Insurer to make payments provided by any such contract, or for the action of any person which may delay payment or render a contract
null and void or unenforceable in whole or in part.


 




    	9



    	 



    

 


ARTICLE XIX – LIMITATIONS ON
BENEFITS


 


		19.01	Special Definitions



 


For purposes of this Article, the following
terms shall be defined as follows:


 


		(a)	“Annual Benefit” means a benefit which is payable annually in the form of a
straight life annuity. Such benefit does not include any benefits attributable to Participant contributions or Rollover contributions,
as provided in Article IX, or to any benefit attributable to a transfer of assets or liabilities from another qualified plan.
If the benefit is payable in a form other than a straight life annuity, it shall be adjusted in accordance with Subsection 19.02(b)
for purposes of applying the limitations of Subsection 19.02(a). For a Participant who has or will have distributions commencing
at more than one Annuity Starting Date, the Annual Benefit shall be determined as of each such Annuity Starting Date (and shall
satisfy the limitations of this Article as of each such date), actuarially adjusting for past and future distributions of benefits
commencing at the other Annuity Starting Dates. For this purpose, the determination of whether a new starting date has occurred
shall be made without regard to Treasury Regulation 1.401(a)-20, Q&A 10(d), and with regard to Treasury Regulation 1.415(b)-l(b)(l)(iii)(B)
and (C).



 


No actuarial
adjustment to the benefit shall be made for (a) survivor benefits payable to a surviving spouse under a Qualified Joint and Survivor
Annuity to the extent such benefits would not be payable if the Participant's benefit were paid in another form; (b) benefits that
are not directly related to retirement benefits (such as a qualified disability benefit, preretirement incidental death benefits,
and postretirement medical benefits); or ( c) the inclusion in the form of benefit of an automatic benefit increase feature, provided
the form of benefit is not subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this Article, and the
Plan provides that the amount payable under the form of benefit in any Limitation Year shall not exceed the limits of this Article
applicable at the Annuity Starting Date, as increased in subsequent years pursuant to Code Section 415(d). For this purpose, an
automatic benefit increase feature is included in a form of benefit if the form of benefit provides for automatic, periodic increases
to the benefits paid in that form.


 


		(b)	“Average Compensation” shall mean the average of a Participant’s Compensation
for the three (3) consecutive Limitation Years (or the actual number of consecutive years, if less than three (3)) during which
the Participant had the greatest aggregate Compensation from the Employer. In the case of a Participant who has separated from
service, the Participant’s Average Compensation will automatically be adjusted by multiplying such Average Compensation by
the cost of living adjustment factor prescribed by the Secretary under Code Section 415(d) in such manner as the Secretary
shall prescribe. The adjusted Average Compensation shall apply to Limitation Years ending with the calendar year of the date of
adjustment but a Participant's benefits shall not reflect the adjusted limit prior to January 1 of that calendar year.



 




    	10



    	 



    

 


		(c)	“Compensation” for purposes of this Article and compliance with Code Section 415
shall mean and be determined as follows:



 


		(1)	The term “Compensation” shall include:



 


		(A)	The Participant's wages, salaries, fees for professional service and other amounts received (without
regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with an
Employer maintaining the Plan, to the extent that the amounts are includible in gross income (or would have been includible in
gross income but for an election under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(I)(B), 402(k) or 457(b )). These amounts
include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, overtime, bonuses, fringe benefits, and reimbursements or other expense allowances under
a nonaccountable plan as described in Treasury Regulation 1.62- 2(c).



 


		(B)	In the case of a Participant who is a Self-Employed Individual, the Participant’s Earned
Income.



 


		(C)	Any amounts contributed by the Employer or received by the Participant pursuant to a non-qualified
plan of deferred compensation in the year such amounts are includable in the gross income of the Participant, under the rules of
Code Section 409A.



 


		(D)	Effective for Plan Years beginning on and after February 1, 2009, differential wage payments (as
defined in Code Section 3401(h)(2)) paid to an Employee of the Employer with respect to any period during which the Employee is
performing service in the uniformed services (as defined in Code Section 3401(h)(2)(A)) while on active duty for more than 30 days
that represents all or a portion of the wages the Employee would have received from the Employer if the individual were performing
services for the Employer.



 


Compensation
shall not include in any Limitation Year compensation in excess of two hundred thousand dollars ($200,000), such amount to be adjusted
by the Commissioner for increases in the cost of living after 2002 in accordance with Code Section 401(a)(17)(B). A Participant's
Compensation for a Limitation Year shall not include Compensation in excess of the limitation under Code Section 401(a)(17) that
is in effect for the calendar year in which such year of service begins.


 




    	11



    	 



    

 


		(2)	The term “Compensation” does not include items such as:



 


		(A)	Except as provided in subparagraph (1)(A) above, any employer contributions to a qualified retirement
plan and any employer contributions to any other retirement plan which receives special tax benefits, to the extent the contributions
are not includable in the gross income of the Participant for the taxable year in which made; and any distributions from any such
retirement plan, regardless of whether the distributions are includable in the gross income of the Participant.



 


		(B)	Amounts realized from the exercise of a nonstatutory stock option (which is an option other than
a statutory as defined in Treasury Regulation 1.421-1(b), or when restricted stock (or other property) held by a Participant either
becomes freely transferable or is no longer subject to a substantial risk of forfeiture (see Code Section 83 and the regulations
thereunder).



 


		(C)	Amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified
stock option (as defined in Treasury Regulation 1.421-1(b)).



 


		(D)	Other amounts that receive special tax benefits, such as premiums for group health insurance and
group term life insurance (but only to the extent that the compensation is not includable in the gross income of the Participant
and are not salary reduction amounts that are described in Code Section 125).



 


		(3)	The Compensation (as described in (1) above), actually paid or made available to a Participant
within the Limitation Year is the Compensation used for the purposes of applying the limitations of Code Section 415 unless
the Employer has elected to use the Compensation accrued during a Limitation Year for purposes of applying the limitations of this
Article and Code Section 415.



 


In the case
of a group of employers which constitutes a controlled group of corporations (as defined in Code Section 414(b) as modified
by Section 415(h)), or which constitutes trades or businesses (whether or not incorporated) which are under common control
(as defined in Code Section 414(c) as modified by Section 415(h)), or which constitutes an affiliated service group (as
defined in Code Section 414(m)), all such employers must make a similar election.


 




    	12



    	 



    

 


For Limitation
Years beginning on or after February 1, 2008, Compensation for a Limitation Year shall also include Compensation paid by the later
of 2-1/2 months after an employee's severance from employment with the Employer maintaining the Plan or the end of the Limitation
Year that includes the date of the Employee's severance from employment with the Employer maintaining the Plan, if the payment
is regular compensation for services during the Employee's regular working hours, or compensation for services outside the employee's
regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a
severance from employment, the payments would have been paid to the Employee while the Employee continued in employment with the
Employer.


 


Back pay, within
the meaning of Treasury Regulation 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back
pay relates to the extent the back pay represents wages and Compensation that would otherwise be included under this definition.


 


		(4)	In the case of a Participant who is rehired after a severance from employment, the Defined Benefit
Compensation Limitation is the greater of 100 percent of the Participant's High Three-Year Average Compensation, as determined
prior to the severance from employment, as adjusted pursuant to the preceding paragraph, if applicable; or 100 percent of the Participant's
High Three-Year Average Compensation, as determined after the severance from employment under paragraph 19.02(h).



 


		(d)	“Defined Benefit Dollar Limitation” shall mean one hundred sixty thousand dollars
($160,000), adjusted annually for Limitation Years beginning after December 31, 2001 for increases in the cost of living applicable
to the calendar year in which a Limitation Year ends in accordance with Code Section 415(d) as prescribed by the Secretary of the
Treasury. A limitation as adjusted under Code Section 415(d) will apply to limitation years ending with or within the calendar
year for which the adjustment applies, but a Participant’s benefits shall not reflect the adjusted limit prior to January
1 of that calendar year.



 


		(e)	“Employer” shall mean the Employer that adopts this Plan and, in the case of
a group of employers which constitutes a controlled group of corporations (as defined in Code Section 414(b) as modified by
Code Section 415(h)) or which constitutes trades or businesses (whether or not incorporated) which are under common control
(as defined in Code Section 414(c) as modified by Code Section 415(h)), or which constitutes an affiliated service group,
(as defined in Code Section 414(m)) or which is required to be aggregated with the Employer under Code Section 414(o),
all such employers shall be considered a single Employer for purposes of applying the limitations of this Article.



 




    	13



    	 



    

 


		(f)	“Limitation Year” shall mean the twelve (12) consecutive month period specified
in Article I hereof.



 


The Limitation
Year may be changed by amending the election previously made by the Employer. Any change in the Limitation Year must be a change
to a twelve (12) month period commencing with any day within the current Limitation Year. The limitations of this Article (and
Code Section 415) are to be separately applied to a limitation period which begins with the first day of the current Limitation
Year and which ends on the day before the first day of the first Limitation Year for which the change is effective.


 


The Limitation
Year for all years prior to the effective date of Code Section 415 shall, as applied to this Plan, be the twelve (12) consecutive
month period selected as the Limitation Year for the first Limitation Year after the effective date of Code Section 415.


 


		(g)	"Formerly Affiliated Plan of the Employer" shall mean a plan that, immediately
prior to the cessation of affiliation, was actually maintained by the Employer and, immediately after the cessation of affiliation,
is not actually maintained by the Employer. For this purpose, cessation of affiliation means the event that causes an entity to
no longer be considered the Employer, such as the sale of a member controlled group of corporations, as defined in Code Section
414(b), as modified by Code Section 415(h), to an unrelated corporation, or that causes a plan to not actually be maintained by
the Employer, such as transfer of plan sponsorship outside a controlled group.



 


		(h)	“Predecessor Employer": If the Employer maintains a plan that provides a benefit
which the Participant accrued while performing services for a former employer, the former employer is a Predecessor Employer with
respect to the Participant in the Plan. A former entity that antedates the Employer is also a Predecessor Employer with respect
to a Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade
or business of the former entity.



 


		(i)	"Severance from Employment" shall occur when an Employee ceases to be an Employee
of the Employer maintaining the Plan. An Employee does not have a Severance from Employment if, in connection with a change of
employment, the employee's new employer maintains the Plan with respect to the employee.



 


		19.02	Limitations Applicable to this Plan



 


Notwithstanding any other provision of
this Plan to the contrary, in no event shall a Participant or Former Participant receive or accrue a benefit under this Plan which
exceeds the following limitations:


 


		(a)	General Limitation: The Annual Benefit to which a Participant or Former Participant is entitled
at any time may not exceed the lesser of:



 




    	14



    	 



    

 


		(1)	The Defined Benefit Dollar Limitation; or



 


		(2)	One hundred percent (100%) of such Participant’s Average Compensation.



 


		(b)	Adjustments for Other than Straight Life Annuity: For purposes of applying the limitations
of Subsection (a) above, if the benefit payable to a Participant or Former Participant is payable in any form other than a straight
life annuity, the benefit shall be adjusted to a straight life annuity which is the Actuarial Equivalent of such benefit determined
in accordance with (1) or (2) below:



 


		(1)	Forms of Benefit Not Subject to Code Section 417(e)(3): The straight life annuity that is the Actuarial
Equivalent of the Participant's form of benefit shall be determined under this paragraph 19.02(b)(1) if the form of the Participant's
benefit is either a nondecreasing annuity (other than a straight life annuity) payable for a period of not less than the life of
the Participant (or, in the case of a qualified pre-retirement survivor annuity, the life of the surviving spouse), or an annuity
that decreases during the life of the Participant merely because of the death of the survivor annuitant (but only if the reduction
is not below 50% of the benefit payable before the death of the survivor annuitant), or the cessation or reduction of Social Security
supplements or qualified disability payments (as defined in Code Section 401(a)(11).



 


		(A)	Limitation Years beginning before February 1, 2008: For Limitation Years beginning before February
1,2008, the actuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing
at the same Annuity Starting Date that has the same actuarial present value as the Participant's form of benefit computed using
whichever of the following produces the greater annual amount: (I) the interest rate specified in Section 1.02 of the Plan and
the mortality table (or other tabular factor) specified in Section 1.02 of the Plan for adjusting benefits in the same form; and
(II) a 5 percent interest rate assumption and the Applicable Mortality Table defined in Section 1.08 of the Plan for that Annuity
Starting Date.



 


		(B)	Limitation Years beginning on or after February 1,2008: For Limitation Years beginning on or after
February I, 2008, the Actuarial Equivalent straight life annuity is equal to the greater of (1) the annual amount of the straight
life annuity (if any) payable to the Participant under the Plan commencing at the same Annuity Starting Date as the Participant's
form of benefit; and (2) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the
same actuarial present value as the Participant's form of benefit, computed using a 5 percent interest rate assumption and the
Applicable Mortality Table defined in Section 1.08 of the Plan for that Annuity Starting Date.



 




    	15



    	 



    

 


		(2)	Forms of Benefit Subject to Code Section 417(e)(3): The straight life annuity that is the Actuarial
Equivalent of the Participant's form of benefit shall be determined under this paragraph if the form of the Participant's benefit
is other than a benefit form described in (I) above. In this case, the actuarially equivalent straight life annuity shall be determined
as follows:



 


		(A)	Annuity Starting Date in Plan Years Beginning After 2005: If the Annuity Starting Date of the Participant's
form of benefit is in a Plan Year beginning after 2005, the actuarially equivalent straight life annuity is equal to the greatest
of(I) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present
value as the Participant's form of benefit, computed using the interest rate specified in Section 1.02 of the Plan and the mortality
table (or other tabular factor) specified in Section 1.02 of the Plan for adjusting benefits in the same form; (II) the annual
amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the
Participant's form of benefit, computed using a 5.5 percent interest rate assumption and the Applicable Mortality Table defined
in Section 1.08 of the Plan; and (III) the annual amount of the straight life annuity commencing at the same Annuity Starting Date
that has the same actuarial present value as the Participant's form of benefit, computed using the Applicable Interest Rate defined
in Section 1.07 of the Plan and the Applicable Mortality Table defined in Section 1.08 of the Plan, divided by 1.05.



 


		(B)	Annuity Starting Date in Plan Years Beginning in 2004 or 2005: If the Annuity Starting Date of
the Participant's form of benefit is in a Plan Year beginning in 2004 or 2005, the actuarially equivalent straight life annuity
is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial
present value as the Participant's form of benefit, computed using whichever of the following produces the greater annual amount:
(I) the interest rate specified in Section 1.02 of the Plan and the mortality table (or other tabular factor) specified in Section
1.02 of the Plan for adjusting benefits in the same form; and (II) a 5.5 percent interest rate assumption and the Applicable Mortality
Table defined in Section 1.08 of the Plan.



 




    	16



    	 



    

 


If the Annuity
Starting Date of the Participant's benefit is on or after the first day of the first Plan Year beginning in 2004 and before December
31,2004, the application of this paragraph (B) shall not cause the amount payable under the Participant's form of benefit to be
less than the benefit calculated under the Plan, taking into account the limitations of this Article, except that the actuarially
equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting
Date that has the same actuarial present value as the Participant's form of benefit, computed using whichever of the following
produces the greatest annual amount:


 


		(I)	the interest rate specified in Section 1.02 of the Plan and the mortality table (or other tabular
factor) specified in Section 1.02 of the Plan for adjusting benefits in the same form;



 


(II)        the
Applicable Interest Rate defined in Section 1.07 of the Plan and the Applicable Mortality Table defined in Section 1.08 of the
Plan; and


 


		(III)	the Applicable Interest Rate defined in Section 1.07 of the Plan (as in effect on the last day
of the last Plan Year beginning before January 1,2004, under provisions of the Plan then adopted and in effect) and the Applicable
Mortality Table defined in Section 1.08 of the Plan.



 


		(c)	Adjustment Where Benefit Commences Before Age 62:



 


		(1)	Limitation Years Beginning Before February I, 2008: If the Annuity Starting Date for the Participant's
benefit is prior to age 62 and occurs in a Limitation Year beginning before February 1, 2008, the Defined Benefit Dollar Limitation
for the Participant's Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing
at the Participant's Annuity Starting Date that is the Actuarial Equivalent of the Defined Benefit Dollar Limitation (adjusted
under Paragraph 19.02(g) below for Years of Participation less than 10, if required) with actuarial equivalence computed using
whichever of the following produces the smaller annual amount: (1) the interest rate specified in Section 1.02 of the Plan and
the mortality table (or other tabular factor) specified in Section 1.02 of the Plan; or (2) a 5-percent interest rate assumption
and the Applicable Mortality Table as defined in Section 1.08 of the Plan.



 




    	17



    	 



    

 


		(2)	Limitation Years Beginning on or After February 1, 2008:



 


		(A)	Plan Does Not Have Immediately Commencing Straight Life Annuity Payable at Both Age 62 and the
Age of Benefit Commencement. If the Annuity Starting Date for the Participant's benefit is prior to age 62 and occurs in a Limitation
Year beginning on or after February 1,2008, and the Plan does not have an immediately commencing straight life annuity payable
at both age 62 and the age of benefit commencement, the Defined Benefit Dollar Limitation for the Participant's Annuity Starting
Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's Annuity Starting
Date that is the Actuarial Equivalent of the Defined Benefit Dollar Limitation (adjusted under Paragraph 19.02(g) for Years of
Participation less than 10, if required) with actuarial equivalence computed using a 5 percent interest rate assumption and the
Applicable Mortality Table for the Annuity Starting Date as defined in Section 1.08 of the Plan (and expressing the Participant's
age based on completed calendar months as of the Annuity Starting Date).



 


		(B)	Plan Has Immediately Commencing Straight Life Annuity Payable at Both Age 62 and the Age of Benefit
Commencement. If the Annuity Starting Date for the Participant's benefit is prior to age 62 and occurs in a Limitation Year beginning
on or after February 1, 2008, and the Plan has an immediately commencing straight life annuity payable at both age 62 and the age
of benefit commencement, the Defined Benefit Dollar Limitation for the Participant's Annuity Starting Date is the lesser of the
limitation determined under (A) above and the Defined Benefit Dollar Limitation (adjusted under Paragraph 19.02(g) for Years of
Participation less than 10, if required) multiplied by the ratio of the annual amount of the immediately commencing straight life
annuity under the Plan at the Participant's Annuity Starting Date to the annual amount of the immediately commencing straight life
annuity under the Plan at age 62, both determined without applying the limitations of this Article.



 


		(d)	Adjustment Where Benefit Commences After Age 65:



 


		(1)	Limitation Years Beginning Before February 1, 2008. If the Annuity Starting Date for the Participant's
benefit is after age 65 and occurs in a Limitation Year beginning before February 1,2008, the Defined Benefit Dollar Limitation
for the Participant's Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing
at the Participant's Annuity Starting Date that is the Actuarial Equivalent of the Defined Benefit Dollar Limitation (adjusted
under Paragraph 19.02(g) for Years of Participation less than 10, if required) with actuarial equivalence computed using whichever
of the following produces the smaller annual amount: (1) the interest rate specified in Section 1.02 of the Plan and the mortality
table (or other tabular factor) specified in Section 1.02 of the Plan; or (2) a 5-percent interest rate assumption and the Applicable
Mortality Table as defined in 1.08 of the Plan.



 




    	18



    	 



    

 


		(2)	Limitation Years Beginning Before February 1, 2008.



 


		(A)	Plan Does Not Have Immediately Commencing Straight Life Annuity Payable at Both Age 65 and the
Age of Benefit Commencement. If the Annuity Starting Date for the Participant's benefit is after age 65 and occurs in a Limitation
Year beginning on or after February 1, 2008, and the plan does not have an immediately commencing straight life annuity payable
at both age 65 and the age of benefit commencement, the Defined Benefit Dollar Limitation at the Participant's Annuity Starting
Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's Annuity Starting
Date that is the Actuarial Equivalent of the Defined Benefit Dollar Limitation (adjusted under Paragraph 19.02(g) for Years of
Participation less than 10, if required), with actuarial equivalence computed using a 5 percent interest rate assumption and the
Applicable Mortality Table for that Annuity Starting Date as defined in Section 1.08 of the Plan (and expressing the Participant's
age based on completed calendar months as of the Annuity Starting Date).



 


		(B)	Plan Has Immediately Commencing Straight Life Annuity Payable at Both Age 65 and the Age of Benefit
Commencement. If the Annuity Starting Date for the Participant's benefit is after age 65 and occurs in a Limitation Year beginning
on or after February 1, 2008, and the Plan has an immediately commencing straight life annuity payable at both age 65 and the age
of benefit commencement, the Defined Benefit Dollar Limitation at the Participant's Annuity Starting Date is the lesser of the
limitation determined under paragraph(2)(A) above and the Defined Benefit Dollar Limitation (adjusted under Paragraph 19.02(g)
for Years of Participation less than 10, if required) multiplied by the ratio of the annual amount of the adjusted immediately
commencing straight life annuity under the Plan at the Participant's Annuity Starting Date to the annual amount of the adjusted
immediately commencing straight life annuity under the Plan at age 65, both determined without applying the limitations of this
article. For this purpose, the adjusted immediately commencing straight life annuity under the Plan at the Participant's Annuity
Starting Date is the annual amount of such annuity payable to the Participant, computed disregarding the Participant's accruals
after age 65 but including actuarial adjustments even if those actuarial adjustments are used to offset accruals; and the adjusted
immediately commencing straight life annuity under the Plan at age 65 is the annual amount of such annuity that would be payable
under the Plan to a hypothetical Participant who is age 65 and has the same accrued benefit as the Participant.



 




    	19



    	 



    

 


		(e)	Notwithstanding the other requirements of this Section 19.02, no adjustment shall be made to the
Defined Benefit Dollar Limitation to reflect the probability of a Participant's death between the Annuity Starting Date and age
62, or between age 65 and the Annuity Starting Date, as applicable, if benefits are not forfeited upon the death of the Participant
prior to the Annuity Starting Date. To the extent benefits are forfeited upon death before the Annuity Starting Date, such an adjustment
shall be made. For this purpose, no forfeiture shall be treated as occurring upon the Participant's death if the Plan does not
charge Participants for providing a Qualified Preretirement Survivor Annuity, as defined in Code Section 417(c), upon the Participant's
death.



 


		(f)	Annual Benefit Not in Excess of Ten Thousand Dollars: The benefit payable to a Participant
or Former Participant shall not be considered to exceed the limitations of Subsection (a) above, if:



 


		(1)	The benefits derived from Employer contributions payable with respect to such Participant under
this Plan and all other defined benefit plans maintained by the Employer do not in the aggregate exceed ten thousand dollars ($10,000)
for any Limitation Year; and



 


		(2)	The Employer has not at any time maintained a defined contribution plan in which the Participant
participated.



 


No adjustment
for the Age at which a Participant's benefit commences or for the form of the benefit shall be required for purposes of this subsection.


 


		(g)	Reduction for Less than Ten Years of Participation or Service: If a Participant or Former
Participant has less than ten (10) Years of Participation, the dollar limitation described in paragraph 19.02(a)(l) above shall
be reduced by ten percent (10%) for each Year of Participation less than ten (10) years. If a Participant or Former Participant
has less than ten (10) Years of Credited Service, the percentage limitation described in paragraph 19.02(a)(2) and the dollar limitation
described in paragraph 19.02(e)(1) shall be reduced by ten percent (10%) for each Year of Credited Service less than ten (10) years.



 


		(h)	If the Participant is, or has ever been, a Participant in another qualified defined benefit plan
(without regard to whether the plan has been terminated) maintained by the Employer or a predecessor Employer, the sum of the Participant's
Annual Benefits from all such plans may not exceed the limitation described in Section 19.02(a).



 




    	20



    	 



    

 


		(i)	Severance from Employment: In the case of a Participant who is rehired after a severance
from employment, the limitation described in Section 19.02(a)(2) shall be the greater of 100 percent of the Participant' s Average
Compensation, as determined prior to the severance from employment, as adjusted pursuant to Section 19.01(c)(3), if applicable;
or 100 percent of the Participant's Average Compensation, as determined after the severance from employment.



 


			In the case of a Participant who is rehired by the Employer after a severance from employment,
the Participant's Average Compensation shall be calculated by excluding all years for which the Participant performs no services
for and receives no compensation from the Employer (the break period) and by treating the years immediately preceding and following
the break period as consecutive.



 


		19.03	Aggregation of Plans



 


For purposes of applying the limitations
of Sections 19.02 applicable to a Participant for a particular Limitation Year, all qualified defined benefit plans ever maintained
by the Employer shall be treated as one defined benefit plan, and all defined contribution plans ever maintained by the Employer
shall be treated as one defined contribution plan. However, this Plan shall not be combined with any multiemployer plan maintained
by the employer for purposes of applying the Code Section 415(h)(1)(B) limit to this Plan.


 


		19.04	Formerly Affiliated Plans of the Employer



 


A plan that, immediately prior to the cessation
of affiliation, was actually maintained by the Employer and, immediately after the cessation of affiliation, is not actually maintained
by the Employer. For this purpose, cessation of affiliation means the event that causes an entity to no longer be considered the
Employer, such as the sale of a member controlled group of corporations, as defined in Code Section 414(b), as modified by Code
Section 415(h), to an unrelated corporation, or that causes a plan to not actually be maintained by the employer, such as transfer
of plan sponsorship outside a controlled group.


 


		19.05	Plans of a Predecessor Employer



 


If the Employer maintains a defined benefit
plan that provides benefits accrued by a Participant while performing services for a Predecessor Employer, the Participant's benefits
under a plan maintained by the Predecessor Employer shall be treated as provided under a plan maintained by the Employer. However,
for this purpose, the plan of the Predecessor Employer shall be treated as if it had terminated immediately prior to the event
giving rise to the Predecessor Employer relationship with sufficient assets to pay Participants' benefit liabilities under the
Plan, and had purchased annuities to provide benefits; the Employer and the Predecessor Employer shall be treated as if they were
a single employer immediately prior to such event and as unrelated employers immediately after the event; and if the event giving
rise to the predecessor relationship is a benefit transfer, the transferred benefits shall be excluded in determining the benefits
provide under the plan of the Predecessor Employer.


 




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		19.06	Benefits Under Terminated Plans



 


If a defined benefit plan maintained by
the Employer has terminated with sufficient assets for the payment of benefit liabilities of all Plan Participants and a Participant
in the Plan has not yet commenced benefits under the Plan, the benefits provided pursuant to the annuities purchased to provide
the Participant's benefits under the terminated plan at each possible Annuity Starting Date shall be taken into account in applying
the limitations of this Article. If there are not sufficient assets for the payment of all Participants' benefit liabilities, the
benefits taken into account shall be the benefits that are actually provided to the Participant under the terminated plan.


 


		19.07	Benefits Transferred From the Plan



 


If a Participant's benefits under a defined
benefit plan maintained by the Employer are transferred to another defined benefit plan maintained by the Employer and the transfer
is not a transfer of distributable benefits pursuant to Treasury Regulation 1.411(d)-4, Q&A-3(c), the transferred benefits
are not treated as being provided under the transferor plan (but are taken into account as benefits provided under the transferee
plan). If a Participant's benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit
plan that is not maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant to Treasury Regulation
1.411(d)-4, Q&A-3(c), the transferred benefits are treated by the Employer's Plan as if such benefits were provided under annuities
purchased to provide benefits under a plan maintained by the Employer that terminated immediately prior to the transfer with sufficient
assets to pay all Participants' benefit liabilities under the Plan. If a Participant's benefits under a defined benefit plan maintained
by the Employer are transferred to another defined benefit plan in a transfer of distributable benefits pursuant to Treasury Regulation
1.411(d)-4, Q&A-3(c), the amount transferred is treated as a benefit paid from the transferor plan.


 


		19.08	Special Rules



 


The limitations of this Article shall be
determined and applied taking into account the rules in Treasury Regulation 1.415(f)-1(d), (e) and (h).


 




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ARTICLE XX – TOP-HEAVY PROVISIONS


 


		20.01	Application



 


If this Plan is or becomes Top-Heavy for
any Plan Year beginning after December 31, 1983, the provisions of this Article shall supersede any conflicting provisions
contained in any other Article of this Plan.


 


		20.02	Special Definitions



 


For purposes of this Article and related
Plan provisions, the following terms shall have the following meanings unless a different meaning is plainly required by the context:


 


		(a)	“Determination Date” shall mean, for any plan year subsequent to the first plan
year, the last day of the preceding plan year for such plan; for the first plan year of a plan, the last day of that plan year.



 


		(b)	“Determination Period” shall mean the plan year containing the Determination
Date for such plan.



 


		(c)	“Five Percent Owner” shall mean:



 


		(1)	If the Employer is a corporation, any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the corporation or stock possessing more than
five percent (5%) of the total combined voting power of all stock of the corporation.



 


		(2)	If the Employer is not a corporation, any person who owns more than five percent (5%) of the capital
or profits interest in the Employer.



 


		(d)	“Key Employee” shall mean any Employee or former Employee (including any deceased
employee) who at any time during the Determination Period was:



 


		(1)	An officer of the Employer during a Plan Year in which he received Top-Heavy Compensation greater
than one hundred thirty thousand dollars ($130,000) (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December
31, 2002). For purposes of this Paragraph, no more than fifty (50) Employees (or, if lesser, the greater of three (3) or ten percent
(10%) of the number of Employees) shall be treated as officers; or



 


		(2)	A Five Percent Owner of the Employer; or



 


		(3)	A One Percent Owner of the Employer during a plan year in which he received Top-Heavy Compensation
greater than one hundred fifty thousand dollars ($150,000).



 




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The determination
of who is a Key Employee shall be made in accordance with Code Section 416(i)(1) and the Regulations and other guidance of
general applicability issued thereunder. For purposes of determining who is a One Percent Owner or Five Percent Owner, the rules
of Code Section 414(b), (c) and (m) shall not apply.


 


The term “Non-Key
Employee” shall mean any Employee or former Employee (and any Beneficiary of such Employee) who is not a Key Employee. Non-Key
Employees include Employees who are former Key Employees.


 


		(e)	“One Percent Owner” shall mean:



 


		(1)	If the Employer is a corporation, any person who owns (or is considered as owning within the meaning
of Code Section 318) more than one percent (1%) of the outstanding stock of the corporation or stock possessing more than
one percent (1%) of the total combined voting power of all stock of the corporation; or



 


		(2)	If the Employer is not a corporation, any person who owns more than one percent (1%) of the capital
or profits interest in the Employer.



 


		(f)	“Permissive Aggregation Group” shall mean the Required Aggregation Group of
plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.



 


		(g)	“Present Value” shall mean the actuarial present value of an amount or series
of amounts determined based on the assumptions specified in Section 1.02.



 


		(h)	“Required Aggregation Group” shall mean:



 


		(1)	Each qualified plan of the Employer including any plan terminated within the last five years ending
on the determination date in which at least one Key Employee participates in the plan year containing the determination date, or
any of the four preceding plan years; and



 


		(2)	Any other qualified plan of the Employer which enables a plan described in Item (1) to meet
the requirements of Code Sections 401(a)(4) or 410.



 


		(i)	“Top-Heavy”: This Plan is Top-Heavy if any of the following conditions apply:



 


		(1)	If the Top-Heavy Ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any
Required Aggregation Group or Permissive Aggregation Group of plans.



 




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		(2)	If this Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation
Group and the Top-Heavy Ratio for the Required Aggregation Group of plans exceeds sixty percent (60%).



 


		(3)	If this Plan is a part of a Required Aggregation Group and a Permissive Aggregation Group of plans
and the Top-Heavy Ratio for the Required Aggregation Group and the Permissive Aggregation Group exceeds sixty percent (60%).



 


		(j)	“Top Heavy Average Monthly Compensation” shall mean one-twelfth (1/12th) of
the average of a Participant’s Top-Heavy Compensation during the five (5) consecutive Plan Years (or the total number of
such years of the Participant’s employment, if less than five (5)) which produces the highest average, but taking into account
only Top-Heavy Compensation for years that this Plan was Top-Heavy and any years preceding a year that this Plan was Top-Heavy.



 


		(k)	“Top-Heavy Compensation” shall have the same meaning as the term ‘Compensation’
defined in Section 19.01, but shall include contributions made by the Employer to a plan of deferred compensation otherwise
excluded in Section 19.01.



 


		(l)	“Top-Heavy Ratio” shall mean and be determined as follows:



 


		(1)	If the Employer maintains one or more defined benefit plans and the Employer has never maintained
any defined contribution plan (including any simplified employee pension plan) which during the five (5) year period ending on
the Determination Date has or has had an account balance, the Top-Heavy Ratio is a fraction, the numerator of which is the sum
of the Present Values of Accrued Benefits of all Key Employees as of the Determination Date and the denominator of which is the
sum of all Present Values of Accrued Benefits of all Participants as of the Determination Date. Both the numerator and denominator
of the Top-Heavy Ratio shall be adjusted to reflect any part of any Accrued Benefit distributed in the one (1) year period ending
on the Determination Date. “Five (5) year period” shall be satisfied for “one (1) year period” above in
the case of a distribution for a reason other than separation from service, death, or disability.



 




    	25



    	 



    

 


		(2)	If the Employer maintains one or more defined benefit plans and the Employer maintains or has maintained
one or more defined contribution plans (including any simplified employee pension plan) which during the five (5) year period ending
on the Determination Date has or has had an account balance, the Top-Heavy Ratio is a fraction, the numerator of which is the sum
of account balances under the defined contribution plans for all Key Employees and the Present Value of Accrued Benefits under
the defined benefit plans for all Key Employees, and the denominator of which is the sum of the account balances under the defined
contribution plans for all Participants and the Present Value of Accrued Benefits under the defined benefit plans for all Participants.
Both the numerator and denominator of the Top-Heavy Ratio are adjusted for any part of any account balance or Accrued Benefit distributed
in the one (1) year period ending on the Determination Date and any contribution to a defined contribution plan that is due but
unpaid as of the Determination Date. “Five (5) year period” shall be substituted for “one (1) year period”
in the case of a distribution for a reason other than separation from service, death, or disability, In the case of a defined contribution
plan which is not subject to Code Section 412, the adjustment for contributions due but unpaid is generally the amount of
any contributions actually made after the Top-Heavy Valuation Date but on or before the Determination Date; however, for the first
plan year of such a plan, the adjustment shall also reflect the amount of any contributions made after the Top-Heavy Valuation
Date that are allocated as of a date in that first plan year. In the case of a defined contribution plan that is subject to Code
Section 412, the account balances shall include contributions that would be allocated as of a date not later than the Determination
Date, even though those amounts are not yet required to be contributed; furthermore, the adjustment for contributions due but unpaid
shall reflect the amount of any contribution actually made (or due to be made) after the Top-Heavy Valuation Date but before the
expiration date of the extended payment period in Code Section 412(c)(10).



 


		(3)	For purposes of (1) and (2) above, the value of account balances and the Present Value of Accrued
Benefits shall be determined as of the most recent Top-Heavy Valuation Date that falls within or ends with the twelve month period
ending on the Determination Date. The account balances and Accrued Benefits of a Participant who is not a Key Employee but who
was a Key Employee in a prior year shall be disregarded. For Plan Years beginning after December 31, 2001, the account balances
and Accrued Benefits of any Participant who has not performed any service for the Employer at any time during the one (1) year
period ending on the Determination Date shall be disregarded. In the case of a defined benefit plan, the Present Value of Accrued
Benefits shall not reflect any proportional subsidies and shall reflect any non-proportional subsidies provided by the Plan. The
calculations of the Top-Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account shall
be made in accordance with Code Section 416 and the Regulations thereunder. In the case of unrelated rollovers and transfers:
(1) the plan making the distribution or transfer shall count the distribution as part of an accrued benefit distributed; and (2)
the plan accepting the rollover or transfer shall not consider the rollover or transfer as part of the accrued benefit if such
rollover or transfer was accepted after December 31, 1983, and shall consider the rollover or transfer as part of the accrued
benefit if such rollover or transfer was accepted prior to January 1, 1984. In the case of related rollovers and transfers,
the plan making the distribution or transfer shall not count the distribution or transfer as part of an accrued benefit distributed,
and the plan accepting the rollover or transfer shall count the rollover or transfer as part of the accrued benefit. Deductible
employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans, the
value of account balances and Accrued Benefits will be calculated with reference to the Determination Dates that fall within the
same calendar year.



 




    	26



    	 



    

 


For purposes
of the above, a Participant’s Accrued Benefit in a defined benefit plan shall be determined under a uniform accrual method
which applies for all defined benefit plans maintained by the Employer or, if there is no such method, under the method described
in Code Section 411(b)(1)(C) which provides the slowest rate of accrual.


 


		(m)	“Top-Heavy Valuation Date” shall mean the date as of which the Present Value
of Accrued Benefits under a defined benefit plan or account balances under a defined contribution plan, which is part of a Permissive
Aggregation Group or Required Aggregation Group, is determined for calculating the Top-Heavy Ratio. For a defined benefit plan,
such date shall be the same as the actuarial valuation date used for computing plan costs under Code Section 412, regardless
of whether an actuarial valuation is performed that year. For a defined contribution plan, such date shall be the last day of the
plan year.



 


		(n)	“Year of Top-Heavy Service” shall mean a Plan Year during which a Participant
is not a Key Employee and during which such Participant is credited with a Year of Participation. For this purpose, a Plan Year
shall be disregarded to the extent such service occurs during a Plan Year when the Plan benefits (within the meaning of Code Section
410(b)) no Key Employee or former Key Employee.



 


		20.03	Top-Heavy Minimum Accrued Benefit: For any Plan Year in
which the Plan is Top-Heavy



 


		(a)	Except as otherwise provided below, the Accrued Benefit of any Participant who is a Non-Key Employee
shall not be less than the lesser of:



 


		(1)	Two percent (2%) of such Participant’s Top-Heavy Average Monthly Compensation multiplied
times his Years of Top-Heavy Service; or



 


		(2)	Twenty percent (20%) of such Participant’s Top-Heavy Average Monthly Compensation.



 


The minimum Accrued
Benefit shall be determined without regard to any Social Security contribution by the Employer. This minimum accrual applies even
though, under other Plan provisions, the Participant would not otherwise be entitled to receive an accrual, or would have received
a lesser accrual for the Plan Year because of:


 




    	27



    	 



    

 


		(1)	The Participant not being employed on the last day of the Plan Year;



 


		(2)	The Participant’s failure to make mandatory employee contributions to the Plan;



 


		(3)	Annual Compensation less than a stated amount; or



 


		(4)	The Plan being integrated with Social Security.



 


The minimum Accrued
Benefit determined above shall be based on payment in the form of a single life annuity with no ancillary benefits. If such Accrued
Benefit is payable in any form other than a life annuity, it shall be equal to the Actuarial Equivalent of such life annuity.


 


		20.04	Nonforfeitability of Minimum Accrued Benefit



 


The minimum Accrued Benefit required under
Section 20.03 (to the extent required to be non-forfeitable under Code Section 416(b)) shall not be forfeited in the
case of a suspension of benefits under Code Section 411(a)(3)(B) or a withdrawal of mandatory employee contributions under
Code Section 411(a)(3)(D).


 


		20.05	Minimum Vesting Provision



 


For any Plan Year in which this Plan is
Top-Heavy, the following vesting schedule shall automatically apply to each Participant in the Plan, unless the vesting schedule
of Section 8.02 would produce a larger vesting percentage for a Participant, in which case the vesting schedule of Section 8.02
shall apply to such Participant:


 


	Years of 
Vesting Service	 	Vesting 
Percentage	 
	 	 	 	 
	Less than 2	 	 	0	%
	2 or More	 	 	100	%



 


This vesting schedule applies to all Accrued
Benefits within the meaning of Code Section 411(a)(7), except those attributable to employee contributions, including benefits
accrued before the effective date of Code Section 416 and benefits accrued before the Plan became Top-Heavy. Further, no reduction
in vested benefits may occur in the event the Plan’s status as Top-Heavy changes for any Plan Year and any change in the
Plan’s vesting schedule due to a change in Top-Heavy status shall be subject to the provision of Section 8.03. However,
this Section does not apply to the Accrued Benefit of any Employee who does not have an Hour of Service after the Plan has initially
become Top-Heavy; such Employee’s Vested Accrued Benefit shall be determined without regard to this Section.


 




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ARTICLE XXI – MISCELLANEOUS


 


		21.01	Participant’s Rights



 


This plan shall not be deemed to constitute
a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant
or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless
of the effect which such discharge shall have upon him as a Participant of this Plan.


 


		21.02	Alienation



 


Except as specifically provided otherwise
herein, no benefit which shall be payable out of the Trust Fund to any person (including a Participant, Former Participant or Beneficiary)
shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit
shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person,
nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the
Trustee, except to such extent as may be required by law.


 


The preceding paragraph shall apply to
the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant, Former Participant or
Beneficiary pursuant to a Domestic Relations Order, unless such Domestic Relations Order is determined to be a Qualified Domestic
Relations Order. In the event the Plan, the Trustee, or the Plan Administrator receives a Domestic Relations Order, the Plan Administrator
shall promptly notify the Participant, Former Participant or Beneficiary whose benefit is the subject of such order and provide
him with the Plan’s procedure for determining whether such order is a Qualified Domestic Relations Order. Unless and until
said order is set aside, the following provisions shall apply:


 


		(a)	The Plan Administrator shall within a reasonable time determine whether the order is a Qualified
Domestic Relations Order and shall notify the Participant, Former Participant or Beneficiary whose benefit is the subject of such
order, of such determination.



 


		(b)	Until the determination is made as required by Subsection (a), the Trustee shall separate into
a separate account in the Plan or in an escrow account the amounts which would have been payable to a person other than as required
by this Plan if the Trustee had complied with the order.



 


		(c)	If, within eighteen (18) months after the receipt of the order by the Trustee or Plan Administrator,
the Plan Administrator determines that the order is a Qualified Domestic Relations Order, the Plan Administrator shall direct the
Trustee and the Trustee shall pay the segregated amounts plus any other amounts to the Alternative Payee(s) named in such order
in accordance with such order.



 




    	29



    	 



    

 


		(d)	If, within eighteen (18) months after the receipt of the order by the Trustee or Plan Administrator,
the Plan Administrator determines that the order is not a Qualified Domestic Relations Order, the Plan Administrator shall direct
the Trustee and the Trustee shall disregard the order and pay in accordance with this Plan amounts required hereunder (including
segregated amounts and any interest thereon) to the person to whom the payments would have been made if there had been no such
order.



 


		(e)	Notwithstanding Subsections (b), (c) and (d) above, if the Trustee or Plan Administrator was a
party to the proceedings which issued the order or is otherwise bound by the order and the Trustee or Plan Administrator is ordered
by such order to pay in accordance with said order, the Plan Administrator may after notice to the Participant, Former Participant
or Beneficiary, direct the Trustee to and the Trustee shall, upon such direction, pay in accordance with said order unless the
Code or ERISA prohibits such payment.



 


		(f)	If, more than eighteen (18) months after the receipt of the order by the Trustee or Plan Administrator,
a determination is made that such order is a Qualified Domestic Relations Order, the Plan Administrator shall direct the Trustee
and the Trustee shall pay such amounts to the Alternate Payee(s) named in such order in accordance with such order, but only with
respect to amounts which are payable after the date such determination is made.



 


		(g)	The Plan Administrator shall establish reasonable procedures to determine whether an order received
by it or the Trustee is a Qualified Domestic Relations Order and to administer distributions pursuant to said order.



 


		(h)	Nothing in this Section 21.02 shall be deemed to allow payment to an Alternate Payee under
a Qualified Domestic Relations Order before the Annuity Starting Date of the Participant of Former Participant whose benefits are
subject to the Qualified Domestic Relations Order unless earlier payment is specifically provided under the terms of the Qualified
Domestic Relations Order.



 


In the event a Participant’s benefits
are garnished or attached by any court order, other than a Domestic Relations Order, the Plan Administrator may bring an action
for a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid by
the Plan. During the pendency of said action, any benefits that become payable shall be paid into the court as they become payable,
to be distributed by the court to the recipient it deems proper at the close of said action.


 


		21.03	Actions Consistent with Terms of Plan



 


All actions taken by the Employer, Plan
Administrator or Trustee with respect to Trust assets shall be in accordance with the terms of the Plan and Trust.


 




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		21.04	Performance of Duties



 


All parties to this Plan and Trust, or
those claiming any interest hereunder, agree to perform any and all acts and execute any and all documents and papers which are
necessary or desirable for carrying out this Plan and Trust or any of its provisions.


 


		21.05	Validity of Plan



 


This Plan shall be construed in a way that
is consistent with ERISA and regulations thereunder, the Code and regulations thereunder, and, to the extent state law has not
been preempted by federal law, the laws of the State in which the Plan Sponsor has its principal office. In case any provision
of this Plan shall be held illegal or invalid for any reason, such determination shall not affect the remaining provisions of the
Plan; but the Plan shall be construed and enforced as if such provision had never been included therein.


 


		21.06	Legal Action



 


In the event any claim, suit, or proceeding
is brought regarding the Trust and/or Plan established hereunder to which the Trustee or the Plan Administrator may be a party,
and such claim, suit, or proceeding is resolved in favor of the Trustee or Plan Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney’s fees, and other expenses pertaining thereto incurred by them for which
they shall have become liable.


 


		21.07	Gender and Number



 


Wherever any words are used herein in the
masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where
they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.


 


		21.08	Uniformity



 


All provisions of this Plan shall be interpreted
and applied in a uniform, nondiscriminatory manner.


 


		21.09	Headings



 


The headings and subheadings of this Agreement
have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.


 


		21.10	Receipt and Release for Payments



 


Any payment to any Participant, his legal
representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the
provisions of this Agreement, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee
and the Employer, either of whom may require such Participant, legal representative, Beneficiary, guardian or committee, as a condition
precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.


 




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		21.11	Payments of Minors, Incompetents



 


In any event the Plan Administrator must
direct a payment from the Plan to or for the benefit of any minor or incompetent Participant or Beneficiary, the Plan Administrator
shall direct the Trustee to make such payment according to the written instructions of the legal guardian of such minor or the
attorney-in-fact of such incompetent. In the absence of such written instructions, the Plan Administrator, in his sole and absolute
discretion, may, but need not, direct the Trustee to make such distribution to any of the following: with respect to a minor, a
natural guardian or other relative or adult with whom the minor temporarily or permanently resides; with respect to an incompetent,
a court-appointed conservator of the incompetent, a relative or adult with whom the incompetent temporarily or permanently resides,
a residential care facility, rest home, sanitarium or similar entity at which the incompetent temporarily or permanently resides,
or a person or entity who has been designated by the Social Security Administration as the recipient or custodian for Social Security
benefits for the incompetent. Any such guardian, conservator, relative, attorney-in-fact or other person or entity shall have full
authority and discretion to expend such distribution for the use and benefit of the minor or incompetent. The receipt of the distribution
by such guardian, conservator, relative, attorney-in-fact or other person or entity shall be a complete discharge to the Plan,
Plan Administrator and Trustee, without any responsibility on its part or the part of the Plan Administrator or Trustee to see
to the application thereof. A Participant or Beneficiary shall be deemed incompetent if he is incapable of properly using, expending,
investing or otherwise disposing of the distribution, and a court order or the written opinion of a qualified physician, psychiatrist
or psychologist setting forth facts consistent with the standards outlined in this Section is presented to the Plan Administrator.


 


		21.12	Missing Persons



 


Notwithstanding any provision in this Plan
and Trust to the contrary, if the Plan Administrator is unable to locate any Former Participant who is entitled to benefits under
this Plan within three (3) years of the date he becomes entitled to a distribution from the Trust Fund, any amounts being held
for his behalf shall be forfeited and used to reduce the Employer’s contributions to the Plan and Trust. The Plan Administrator
shall proceed with due diligence in attempting to locate any Former Participant. Provided, however, no forfeiture shall occur until
the Plan Administrator has mailed the Former Participant a notice of the benefits and the provisions of this section to his last
known address, via U.S. Mail postage prepaid, return receipt requested. And, provided further, if the Former Participant is
located subsequent to such forfeiture, the forfeited amount shall be reinstated and the Former Participant shall receive a distribution
of his Vested Accrued Benefit in accordance with the provisions of the Plan.


 


		21.13	Merger or Consolidation



 


This Plan and Trust may be merged or consolidated
with, or its assets or liabilities may be transferred to, any other plan only if the benefits which would be received by each Participant
of this Plan, in the event of a termination of the Plan immediately after such merger, consolidation or transfer, are at least
equal to the benefits the Participant would have received if the Plan had terminated immediately before the merger, consolidation
or transfer. The Trustee possesses the specific authority to enter into agreements with the Trustees of other retirement plans
described in Code Section 401(a) to effect a merger or consolidation with such other retirement plan or the direct transfer of
Plan assets to or from such other retirement plan.


 




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		21.14	Prohibition Against Diversion of Funds



 


It shall be impossible by operation of
the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by
collateral arrangement or by any other means, for any part of the corpus or income of any trust fund maintained pursuant to the
Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants,
Former Participants or their Beneficiaries, except as provided in Sections 17.04 and 21.17.


 


		21.15	Period of the Trust



 


If it shall be determined that the applicable
State law requires a limitation on the period during which this Trust shall continue, then such Trust shall not continue for a
period longer than twenty-one (21) years following the death of the last of those Participants, including future Participants,
who are living at the Effective Date hereof. At least one hundred eighty (180) days prior to the end of the twenty-first (21st)
year as described in the first sentence of this Section, the Plan Sponsor, the Plan Administrator and the Trustee shall provide
for the establishment of a successor Trust and transfer of Plan assets to the Trustee of such successor Trust. If applicable State
law places no such limitation, then this Section shall not be operative.


 


		21.16	Misstatement of Age



 


If a Participant or Beneficiary misstates
or misrepresents his age, date of birth or any other material information to the Employer, Plan Administrator or Trustee, the amount,
terms and conditions of any benefits payable from the Plan which are attributable to periods prior to the discovery of such misstatement
or misrepresentation shall be limited to the lesser (or more restrictive) of: the amount, terms and conditions determined based
on the misstated information; or the amount, terms and conditions determined based on the correct information. The Plan Administrator
shall have sole and absolute authority for applying the preceding sentence.


 


		21.17	Return of Contributions to the Employer



 


		(a)	Notwithstanding anything herein to the contrary, if, pursuant to an application filed by or on
behalf of the Plan, the Commissioner of Internal Revenue Service or his delegate should determine that the Plan does not initially
qualify as a tax-exempt plan and trust under Code Sections 401 and 501, and such determination is not contested, or if contested,
is finally upheld, then the Plan shall be void as of the effective date of this Agreement and all amounts contributed to the Plan
by the Employer or Employees, plus investment earnings thereon, less expenses paid, shall be returned to the Employer or Employees
within one (1) year following the date of such final determination, the Plan shall terminate, and the Trustee shall be discharged
from all further obligations.



 


		(b)	Notwithstanding any provisions to the contrary, any contribution by the Employer to the Trust Fund
that is conditioned upon the deductibility of the contribution by the Employer under the Code and, to the extent any such deduction
is or would be disallowed, the Employer may within one (1) year following a final determination of the disallowance, whether by
agreement within the Internal Revenue Service or by final decision of a court of competent jurisdiction, demand repayment of such
disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Investment
earnings attributable to such disallowed amount shall not be returned, but any investment losses attributable thereto shall reduce
the amount so returned.



 




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		(c)	Notwithstanding any provisions to the contrary, if any contribution (or portion thereof) by the
Employer to the Trust is made as a result of a mistake of fact, the Employer may demand repayment of such mistaken amount and the
Trustee shall return such mistaken amount within one (1) year following the time it was made. Investment earnings attributable
to such mistaken amount shall not be returned, but any investment losses attributable thereto shall reduce the amount so returned.



 


		21.18	Counterparts



 


This Plan and Trust may be executed in
any number of counterparts, each of which shall be deemed to be an original, and the counterparts shall constitute one and the
same instrument.


 


		21.19	Limitations Based on Funded Status of the Plan



 


Notwithstanding any provision of the Plan
to the contrary, the following provisions shall apply as required by Code Section 436 effective for Plan Years beginning on or
after February 1, 2008, except to the extent the exception under Code Section 436(d)(4) applies:


 


		(a)	In the event the Plan’s adjusted funding target attainment percentage for a Plan Year is
less than 60 percent, benefit accruals shall cease during the period benefit accruals are restricted under the provisions of Code
Section 436(e). The benefit accruals that were not permitted to accrue pursuant to the application of the provisions of the preceding
sentence shall be restored automatically as of the 436 measurement date the limitations under Code Section 436(e) cease to apply,
if (i) the continuous period of the limitation is 12 months or less, and (ii) the Plan’s enrolled actuary certifies that
the adjusted funding target attainment percentage for the Plan would not be less than 60 percent taking into account the restored
benefit accruals for the prior Plan Year.



 


		(b)	In the event the Plan’s adjusted funding target attainment percentage for a Plan Year falls
below the threshold defined under Code Section 436(d)(1) and/or (3), the Funding Agent shall, as directed by the Plan Administrator,
cease payment of any prohibited payment during the period specified in, and to the extent necessary to comply with the provisions
of Code Section 436(d).



 


		(c)	In no event shall a prohibited payment be paid during any period the Employer is a debtor in a
case under Title 11, United States Code, or similar federal or state law, to the extent necessary to comply with the provisions
of Code Section 436(d)(2).



 


		(d)	In no event shall an amendment that has the effect of increasing liabilities of the Plan by reason
of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits
become nonforfeitable become effective during the period such amendment would violate the provisions of Code Section 436(c).



 




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		(e)	If an optional form of benefit that is otherwise available under the terms of the Plan is not available
because of the application of Code Section 436(d)(1) or (2), the Participant or Beneficiary, as applicable, shall be eligible to
elect another form of benefit available under the Plan or to defer payment to a later date (to the extent permitted under applicable
qualification requirements).



 


		(f)	If an optional form of benefit that is otherwise available under the terms of the Plan is not available
because of the application of Code Section 436(d)(3), a Participant or Beneficiary, as applicable, shall be eligible to defer his
entire payment to a later date (to the extent permitted under applicable qualification requirements) or to bifurcate the benefit
into unrestricted and restricted portions. If a Participant or Beneficiary elects to bifurcate the benefit, the Participant or
Beneficiary shall be eligible to elect, with respect to the unrestricted portion of the benefit, any optional form otherwise available
under the Plan with respect to the Participant’s or Beneficiary’s entire benefit and in such a case, if the Participant
or Beneficiary elects payment of the unrestricted portion of the benefit in the form of a prohibited payment, the Participant or
Beneficiary shall be eligible to elect:



 


		(i)	to receive payment of the restricted portion of the benefit in any optional form of benefit under
the Plan that is not a prohibited payment and that would have been permitted with respect to the Participant’s or Beneficiary’s
entire benefit; or



 


		(ii)	if the Plan Administrator has determined in a consistent and nondiscriminatory manner that a Participant
or Beneficiary may defer only the restricted portion of his benefit, to defer commencement of the restricted portion of his benefit
until after the restrictions on prohibited payments lapse (to the extent permitted under applicable qualification requirements)
and receive said amount in any optional form of payment available under the Plan. Such election shall be subject to any other applicable
qualification requirements, shall be treated as a new Annuity Starting Date, and shall be made in accordance with all Plan rules
regarding elections of forms of benefit.



 


For purposes of this Section, the terms
“adjusted funding target attainment percentage,” “prohibited payment,” “unrestricted portion of the
benefit,” and “restricted portion of the benefit” shall have the meanings given under Code Section 436, the regulations
thereunder, and any applicable Internal Revenue Service guidance.


 


In the event that the provisions of this
Section 21.19 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section
or any applicable part thereof shall be ineffective without the necessity of further amendments to the Plan.


 




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		21.20	Limitations on Unpredictable Contingent Event Benefit



 


Notwithstanding any provision of the Plan
to the contrary, with respect to Plan Years beginning on or after January 1, 2008, if a Participant or Beneficiary is entitled
to an “unpredictable contingent event benefit” (as defined under Code Section 436(b)) with respect to any event occurring
during any Plan Year, such unpredictable contingent event benefit shall not be provided to such Participant or Beneficiary if the
Plan’s adjusted funding target attainment percentage (as defined in Section 21.19) for such Plan Year is less than 60 percent
or would be less than 60 percent taking into account such occurrence; provided, however, that such unpredictable contingent event
benefit shall become payable if and when the Plan meets the exemption under Code Section 436(b)(2).


 


In the event that the provisions of this
Section 21.20 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section
or any applicable part thereof shall be ineffective without the necessity of further amendments to the Plan.


 




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IN WITNESS WHEREOF, the Plan Sponsor has
caused this Agreement to be executed by its duly authorized representative, and the Trustees and Plan Administrator have accepted
their appointment and affixed their signatures hereto.


 


Executed this _______day of ________________,
20____.


 


	PLAN SPONSOR:	 	 	IN THE PRESENCE OF:
	 	 	 	 
	BLONDER-TONGUE LABORATORIES, INC.	 	 	(WITNESS)
	 	 	 	 	 
	By:	 	 	 
	 	(Name and Title)	 	 	 
	 	 	 	 	 
	TRUSTEES:	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	James Luksch	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Robert Palle