---



##### 



CERTIFICATE
  nd




---



##### 



TABLE OF CONTENTS
 PageSECTION 1-DEFINITIONS
    
    
    2SECTION 2-ELIGIBILITY AND PARTICIPATION
    
    
    72.1
    
    
    Eligibility
    
    
    72.2
    
    
    Reemployment
    
    
    82.3
    
    
    Transferred Employees
    
    
    92.4
    
    
    Additional Exclusion
    
    
    9SECTION 3-ACCOUNTS AND CREDITS TO ACCOUNTS
    
    
    93.1
    
    
    Accounts
    
    
    93.2
    
    
    Pay-Based Credits To Accounts
    
    
    93.3
    
    
    Interest Credits to Accounts
    
    
    103.4
    
    
    PPA Hybrid Interest Provisions
    
    
    103.5
    
    
    Limitation on Credits
    
    
    113.6
    
    
    Prior Plan Account
    
    
    11SECTION 4-RETIREMENT BENEFITS
    
    
    114.1
    
    
    Normal Retirement Benefit
    
    
    114.2
    
    
    Late Retirement Benefit
    
    
    114.3
    
    
    Disability Retirement Benefit
    
    
    114.4
    
    
    Early Retirement Benefit
    
    
    124.5
    
    
    Nonduplication of Benefits
    
    
    12SECTION 5-BENEFITS UPON TERMINATION OF EMPLOYMENT
    
    
    135.1
    
    
    Benefit on Termination of Employment Prior to Retirement
    
    
    135.2
    
    
    Commencement of Benefits to Vested Terminated Participants
    
    
    14SECTION 6-DEATH BENEFITS
    
    
    156.1
    
    
    Benefit Payable in the Event of Death Before Retirement Benefit Commencement
Date
    
    
    156.2
    
    
    Beneficiary
    
    
    16SECTION 7-PAYMENT OF BENEFITS
    
    
    167.1
    
    
    Time of Payment
    
    
    167.2
    
    
    Normal Form of Benefit
    
    
    177.3
    
    
    Claim for Benefit
    
    
    177.4
    
    
    Qualified Joint and Survivor Annuity Form
    
    
    177.5
    
    
    Optional Forms of Benefit
    
    
    217.6
    
    
    Cash-out of Accrued Benefit
    
    
    227.7
    
    
    Eligible Rollover Distributions
    
    
    227.8
    
    
    Minimum Required Distributions
    
    
    23




---



##### 



PageSECTION 8-CONTRIBUTIONS
    
    
    288.1
    
    
    Contributions by Participants
    
    
    288.2
    
    
    Contributions by Employers
    
    
    28SECTION 9-AMENDMENT AND TERMINATION
    
    
    299.1
    
    
    General Amendment
    
    
    299.2
    
    
    Amendment of Vesting Schedule
    
    
    299.3
    
    
    Termination of the Plan and Fund
    
    
    309.4
    
    
    Merger, Consolidation or Transfer
    
    
    30SECTION 10-LIMITATIONS OF BENEFITS
    
    
    3010.1
    
    
    Definitions
    
    
    3010.2
    
    
    Maximum Limitation on Annual Benefits
    
    
    3910.3
    
    
    Grandfather Prior Benefits
    
    
    3910.4
    
    
    Manner of Reduction
    
    
    39SECTION 11-ADMINISTRATION
    
    
    4011.1
    
    
    Designation of Fiduciaries
    
    
    4011.2
    
    
    Board
    
    
    4011.3
    
    
    Corporate Benefits Committee
    
    
    4011.4
    
    
    Action of Committee
    
    
    4211.5
    
    
    Funding Agent
    
    
    4211.6
    
    
    Employer Records
    
    
    4311.7
    
    
    Indemnification
    
    
    4311.8
    
    
    Discrimination Prohibited
    
    
    4311.9
    
    
    Time of Delivery
    
    
    4311.10
    
    
    Appeals from Denial of Claims
    
    
    44SECTION 12-ADOPTION OF PLAN BY EMPLOYERS
    
    
    4412.1
    
    
    Procedure
    
    
    4412.2
    
    
    Effect
    
    
    4512.3
    
    
    Withdrawal of an Employer
    
    
    45SECTION 13-SUCCESSOR COMPANY
    
    
    4513.1
    
    
    Successor Company
    
    
    45SECTION 14-GENERAL PROVISIONS
    
    
    4514.1
    
    
    Construction
    
    
    4514.2
    
    
    Employment
    
    
    4514.3
    
    
    Benefits Supported Only by Fund
    
    
    4514.4
    
    
    Spendthrift Clause
    
    
    4514.5
    
    
    Benefits Payable to Incompetents
    
    
    4614.6
    
    
    Expenses
    
    
    4614.7
    
    
    Non-Discrimination
    
    
    4614.8
    
    
    Purchase of Annuity Contracts
    
    
    4614.9
    
    
    Failure of Plan to Qualify
    
    
    46




---



##### 



Page14.10
    
    
    Special Rules Relating to Veterans Reemployment Rights under USERRA
    
    
    4714.11
    
    
    Death During Qualified Military Service
    
    
    47SECTION 15-IN THE EVENT THE PLAN BECOMES TOP-HEAVY
    
    
    4715.1
    
    
    Special Definitions
    
    
    4715.2
    
    
    Special Top-Heavy Rules
    
    
    48




---



##### 








---



##### 








---



##### 








---



##### 








---



##### 








---



##### 








---



##### 



Eligibility
 (a)
    
    Each Employee who was a Participant in the Robbins & Myers,
Inc. Pension Plan on September 30, 1999 will automatically continue as a
Participant in this Plan as a member of the Participating Group covered under
Supplement One to this Plan, effective October 1, 1999.(b)
    
    Each Employee who was a Participant in the Robbins & Myers,
Inc. Cash Balance Pension Plan for Salaried Employees of Chemineer, Edlon and
Pfaudler on September 30, 1999 shall automatically continue as a Participant in
this Plan effective October 1, 1999.(c)
    
    Each Employee who is a salaried employee of Moyno Oilfield
Products at the Companys Fairfield, California, or Willis, Texas facilities,
and who was covered under the Pension Plan prior to October 1, 1999 shall
automatically continue as a member of the Participating Group covered under
Supplement Two to this Plan. The following individuals shall also
automatically continue as a member of the Participating Group covered under
Supplement Two to this Plan: Scott Hartings and Saeid Rahimian.(d)
    
    Each Employee who was a salaried employee of Moyno Oilfield
Products at the Companys Fairfield, California, or Willis, Texas facilities,
and who was covered under the Pension Plan prior to October 1, 1999, but
terminated employment with the Company between October 1, 1999 and December 31,
2000, is covered under Supplement Three of this Plan.(e)
    
    Each individual who became an Employee of the Company between
January 1, 1999 and December 31, 1999, and who was eligible to participate in
the Pension Plan upon completion of its one-year eligibility requirement shall
be eligible to participate in this Plan on January 1, 2000.(f)
    
    Each individual who was an employee of Flow Control Equipment
on December 31, 1999 shall become a Participant in this Plan as a Member of the
Participating Group covered under Supplement Four to this Plan, effective
January 1, 2000.




---



##### 



(g)
    
    Each other individual who becomes an Eligible Employee after
the Pay Credit Date shall become a Participant in this Plan on the date he
becomes an Eligible Employee.
 Reemployment
 (a)
    
    Such Participants Service to the date he ceased employment
shall be reinstated upon reemployment.(b)
    
    If the Participant forfeited any percentage of his Accrued
Benefit under Section 5.1, there shall be credited to his Account upon
reemployment an amount equal to the amount of such forfeiture of his Account
increased by the interest credits under Section 3.3, calculated using the
interest rate in effect from the date the Participant ceased employment to the
date of reemployment.(c)
    
    If the Participant received a lump sum payment under Section
5.2(b) or (c) in connection with his prior termination and the Participant
forfeited any percentage of his Accrued Benefit under Section 5.1, there shall
be credited to his Account upon reemployment an amount equal to the sum of the
amount of such lump sum payment plus interest credits thereon under Section
3.3, calculated using the interest rate in effect from the date such lump sum
payment was made to the date of reemployment.(d)
    
    If the Participant is receiving periodic payments of his
benefit and the Participant forfeited any percentage of his Accrued Benefit
under Section 5.1, such periodic payments shall cease unless (1) he is
reemployed on or after the April 1 of the calendar year after the calendar year
in which he attained age 70-1/2 or (2) he elects not to have his periodic
payments suspended.
  (e)
    
    When the Participant subsequently terminates employment after
reemployment, an amount equal to the following will be deducted from his
Account (after any forfeiture under Section 5.1):
 (1)
    
    the portion of his Account attributable to the
amount credited to his Account at his reemployment under paragraph (c)
or (d), whichever is applicable, increased by the interest credits
thereon under Section 3.3 after his reemployment, and




---



##### 



(2)
    
    the Actuarial Equivalent amount, if any, of any
periodic benefit payments made to the Participant after reemployment
increased by interest credits under Section 3.3 from the date of
payment.
 Transferred Employees
 (a)
    
    An Employee who shall be transferred into employment which
renders him eligible to become a Participant hereunder shall be credited with
years of Service for all his employment with the Affiliates, before and after
such transfer. He shall be credited with Pay-Based Credits for his employment
with the Company or an Employer after such transfer as provided in Section 3.2.(b)
    
    Any Participant who shall become an Inactive Participant shall
continue to accrue Service under this Plan (for purposes of determining
eligibility to receive a benefit) during the period he is an Inactive
Participant. His eligibility for a benefit under this Plan shall be determined
on the basis of his Service before and after the date of such transfer. His
benefit shall be determined on the basis of his Service and Compensation as of
the date of transfer and on the applicable provisions under the Plan in effect
on the date of transfer.
 Additional Exclusion
  Accounts
 Pay-Based Credits To Accounts




---



##### 



Interest Credits to Accounts
 (a)
    
    the one-month average of One-Year Treasury Constant Maturities
as published in the Federal Reserve Statistical Release H.15(519) of the Board
of Governors of the Federal Reserve System, over the period from (A) August 1
of the year immediately preceding the applicable Plan Year to (B) August 31 of
the year immediately preceding the applicable Plan Year; or(b)
    
    3.5 percent.
 1 4 1 4
 PPA Hybrid Interest Provisions
 (a)
    
    Preservation of Capital. Interest credits (or its
equivalent) of less than zero shall in no event result in the Participants
Account being less than the aggregate amount of Pay Based Credits credited to
the Participants Account.(b)
    
    Market Rate of Interest. Interest Credits to a
Participants Account shall not exceed a market rate of return (within the
meaning of Section 411(b)(5)(B) of the Code) and shall be limited accordingly.(c)
    
    Interest Rate upon Plan Termination. Upon termination
of the Plan, (A) if the interest credit rate (or an equivalent amount) under
the Plan is a variable rate, then the rate of interest used to determine
accrued benefits with respect to the Participants Account shall be equal to
the average of the rates of interest used under the Plan during the 5-year
period ending on the termination date, and (B) the interest rate and mortality
table used to determine the amount of any benefit under the Plan payable in the
form of an annuity payable at normal retirement age shall be the rate and table
specified under the Plan for such purpose as of the termination date,
except that if such interest rate is a variable rate, the interest rate
shall be determined as provided in clause (A).




---



##### 



Limitation on Credits
 Prior Plan Account
  Normal Retirement Benefit
 Late Retirement Benefit
 Disability Retirement Benefit
 (a)
    
    The Participant may elect to be treated, for purposes of
Section 3.2, as though he continued to receive Compensation for the duration of
the period during which he remains Totally and Permanently Disabled (but in no
event after his attainment of his Normal Retirement Date) at the same rate of
Compensation the Participant received immediately prior to becoming Totally and
Permanently Disabled. If the Participant so elects, an Account shall continue
to be maintained under the Plan on his behalf




---



##### 



during such period of Total and
Permanent Disability, and credits to such Account shall continue to be made for
the duration of his Total and Permanent Disability in accordance with the
applicable provisions of Section 3. When the Participant attains his Normal
Retirement Date, he shall be entitled to receive a Retirement Benefit in
accordance with the provisions of Section 4.1.
 (b)
    
    Alternatively, the Participant may elect:
 (i) to have his Benefit Commencement Date occur as soon as practicable after
the date on which he becomes Totally and Permanently Disabled. If selected,
the Participant will receive a benefit as of his Benefit Commencement Date,
payable as provided in Section 7. The benefit shall be the Actuarial
Equivalent of his Accrued Benefit as of the date on which he became Totally
and Permanently Disabled; or(ii) to receive a lump sum benefit (determined under Appendix A) of his
Accrued Benefit as of such Benefit Commencement Date. Notwithstanding the
foregoing, no election pursuant to this Subsection 4.3(b)(ii) may be made by
a married Participant unless the Participants Spouse consents to the
election. The spousal consent must acknowledge the effect of the election,
and be witnessed by a Plan representative or a notary public. A Participant
is not entitled to further pay credits if an election is made pursuant to
this Subsection 4.3(b).
 Early Retirement Benefit
  Nonduplication of Benefits




---



##### 



Benefit on Termination of Employment Prior to Retirement
 Completed
    
    Percentage ofYears of Service
    
    Accrued BenefitLess than 5
    
    
    0
    %5 or more
    
    
    100
    %
   Completed
    
    Percentage ofYears of Service
    
    Accrued Benefit3
    
    
    20
    %4
    
    
    40
    %5
    
    
    100
    %




---



##### 



Completed
    
    Percentage ofYears of Service
    
    Accrued BenefitLess than 3
    
    
    0
    %3 or more
    
    
    100
    %
   Commencement of Benefits to Vested Terminated Participants
 (a)
    
    A Vested Terminated Participant may elect to commence receiving
benefits as of the first day of any month following the attainment of age
fifty-five (55) and prior to his Normal Retirement Date, in which event he
shall be entitled to a Retirement Benefit which is the Actuarial Equivalent of
his vested Accrued Benefit (as determined under Appendix A) as of such Benefit
Commencement Date, payable as provided in Section 7.




---



##### 



(b)
    
    If the lump sum present value of a Vested Terminated
Participants Accrued Benefit as of the date of termination of employment is
$3,500 or greater (effective for Plan Years beginning after August 5, 1997,
this amount is increased to $5,000), the Participant may elect that such
benefit shall be paid to him, commencing as soon as practicable thereafter in
the form provided for in Section 7.2 or Section 7.4, as applicable, or, subject
to the spousal consent requirements of Section 7.4(c), in a cash lump sum; and(c)
    
    If the lump sum present value of a Vested Terminated
Participants Accrued Benefit as of the date of his termination of employment
does not exceed $3,500 ($5,000 for Plan Years beginning after August 5, 1997),
such benefit shall be paid to him as soon as practicable thereafter in a cash
lump sum. Effective for distributions made on and after March 28, 2005, the
reference to $5,000 shall be lowered to $1,000.
  Benefit Payable in the Event of Death Before Retirement Benefit Commencement Date
 (a)
    
    If the Participants Beneficiary is any person other than his
Spouse, there shall be paid to such Beneficiary as of the first day of the
month following the month in which the Participants death occurs an amount
equal to the value of the Participants Account as of the last day of the month
in which the death of the Participant occurs.(b)
    
    If the Participants Beneficiary is his Spouse, the Spouse is
entitled to receive a Retirement Benefit for her life commencing on the first
day of any month on or after the date of the Participants death. The benefit
to
the Spouse shall be a single life annuity, payable monthly. The annuity
benefit is the Actuarial Equivalent of the Accrued Benefit to which such
Participant would have been entitled had he terminated employment on his
date of death, and commenced to receive a Retirement Benefit as of such
date. The monthly amount of the Spouses benefit shall equal the monthly
amount payable under a single life annuity where such single life annuity is
the Actuarial Equivalent of the Retirement Benefit to which such Participant
would have been entitled had he terminated employment on his date of death
and commenced to receive a Retirement Benefit as of such date.
Alternatively, the Spouse may request to receive, in lieu of any other
benefits under the Plan to which she would otherwise be entitled, a
distribution of the value of the Participants Account as of his date of
death, payable as soon as practicable after the Participants death.
Notwithstanding the immediately preceding sentence, the amount payable to
the Spouse in the form of a single sum payment shall not be less than the
Actuarial Equivalent of the annuity to which the Spouse would have




---



##### 



been
entitled had the Participant terminated employment on his date of death (or
actual date of employment termination, if earlier), survived to the date as
of which the lump sum payment to the Spouse is being calculated, commenced
his benefit on such date in the standard benefit form for a Participant with
a Spouse, and then died.(c)
    
    The foregoing provisions of this Section 6.1 shall apply in the
case of the death of a Vested Terminated Participant only with respect to that
portion of his Account (or Accrued Benefit) in which he is so vested on his
date of death.
 Beneficiary
 (a)
    
    A Participant who has a Spouse at the date of his death shall
automatically be deemed to have designated such Spouse as his Beneficiary
unless (i) the Participant designates a different Beneficiary, and the Spouse
consents to the designation in writing, or (ii) it is established to the
satisfaction of the Committee that the consent of the Spouse cannot be obtained
because the Spouse cannot be located or because of other special circumstances.For purposes of this Paragraph (a), the term Spouse shall also include an
individual to whom the Participant was previously married to the extent so
required under the terms of a qualified domestic relations order (within the
meaning of Section 414(p) of the Code).(b)
    
    Subject to the provisions of Paragraph (a) above, a Participant
may designate a Beneficiary or Beneficiaries to receive any death benefit
payable under the Plan (other than amounts which are required to be paid to a
surviving Spouse). Any such designation shall be made, and may be changed or
revoked, by filing the appropriate form with the Committee. If more than one
person is designated each shall have an equal share unless
the designation directs otherwise. Any designation, change or revocation by
a Participant shall be effective only if it is received by the Committee
before the death of such Participant. For purposes of this Paragraph (b),
the term person includes an individual, a trust or an estate. If no
Beneficiary designation is on file with the Committee at the Participants
death, or if any designation is not effective for any reason as determined
by the Committee, the benefit payable under the Plan shall be paid to such
Participants executor or administrator.
  Time of Payment




---



##### 



1 2
 Normal Form of Benefit
 Claim for Benefit
 Qualified Joint and Survivor Annuity Form
 (a)
    
    In GeneralSubject to the conditions set forth in this Section 7.4, if a Participant is
married on the Benefit Commencement Date, the amount of each pension payment
which otherwise would be payable to the Participant, shall be reduced on an
Actuarial Equivalent basis. If the Participants Spouse survives the
Participant, pension payments shall be payable under the Plan
to the Participants surviving Spouse during the surviving Spouses
remaining lifetime after the Participants death, in an amount equal to
fifty percent (50%), or, if the Participant elects, one hundred percent
(100%) of the Participants reduced pension payment. Effective for
distributions with Benefit Commencement Dates on and after October 1, 2008,
a Participant may elect a Qualified Optional Survivor Annuity which shall be
the Actuarial Equivalent of a life annuity, with payment upon the
Participants death to the surviving Spouse equal to seventy-five percent
(75%) of the payment made during the life of the Participant.(b)
    
    Election to Waive the Qualified Joint and Survivor Annuity FormA Participant may elect, during the election period specified below, to
waive the qualified joint and survivor annuity form. If the Participant
elects to waive the qualified joint and survivor annuity, pension payments
shall be made in the normal form as provided in Section 7.2, or under the
optional form selected by the Participant in accordance with Section 7.5.An election to waive shall not take effect unless the Participants
Spouse consents, in writing, to the election. No consent is valid




---



##### 



unless the Participant has received a general description of the
material features, and an explanation of the relative values of the
optional forms of benefits available under the Plan in a manner that
satisfies the notice requirements of Section 417(a)(3) of the Code.
Further, if a benefit is immediately distributable, a Participant
shall be informed of his right, if any, to defer receipt of the
distribution. Notwithstanding any other provision of the Plan,
effective for notices provided in Plan Years beginning on and after
January 1, 2007, the foregoing notice regarding the right of a
Participant to defer commencement of benefits to his Normal
Retirement Age shall also include a description of the effect upon
his retirement benefit if the Participant does not elect to defer
payment as permitted under the Plan. The Corporate Benefits
Committee, in its sole discretion, may waive the requirement for
consent of the Spouse if the Participant establishes to the
Corporate Benefits Committees satisfaction that the Spouse cannot
be located, or because of other special circumstances.An election to waive the qualified joint and survivor annuity form
may be made at any time within the election period beginning on the
date which is the 90th day preceding the Participants Benefit
Commencement Date and ending on such Benefit Commencement Date. A
Participant may revoke a waiver of the qualified joint and survivor
annuity form at any time during the election period.There is no limit on the number of times during the election period
that a Participant may elect to waive the qualified joint and
survivor annuity form or revoke a waiver.(c)
    
    ExplanationNo earlier than 90 days, and no later than 30 days, before the Participants
Benefit Commencement Date, the Corporate Benefits Committee furnishes the
Participant with a written explanation of (i) the terms and conditions of
the qualified joint and survivor annuity form, (ii) the Participants right
to make, and the effect of, an election to waive the joint and survivor
annuity form of benefit, (iii) the rights of the Participants Spouse to
consent, or refuse to consent, to such waiver, and (iv) the Participants
right to make, and the effect of, a revocation of an election to waive.
Effective for Plan Years beginning after December 31, 1996, the written
explanation described in section 417(a)(3)(A) of the Code may be provided
after the Benefit Commencement Date. The 90-day applicable election period
to waive the qualified joint and survivor annuity described in section
417(a)(6)(A) of the Code shall not end before the 30th day after the date on
which such explanation is provided. The Secretary may, by regulations,
limit the application of the clause above, except that such regulations may
not limit the period of time by which the Benefit




---



##### 



Commencement Date precedes
the provision of the written explanation other than by providing that the
Benefit
Commencement Date may not be earlier than termination of employment.
A Participant may elect (with any applicable spousal consent) to waive any
requirement that the written explanation be provided at least 30 days before
the Benefit Commencement Date (or to waive the 30-day requirement under the
above paragraph) if the distribution commences more than 7 days after such
explanation is provided. The preceding 30-day waiver provision also shall
apply to any notices subject to the 30-day notice requirement (such as a
direct rollover notice).Notwithstanding any other provision of the Plan, effective for distributions
or benefits which commence in Plan Years beginning on and after January 1,
2007, the Plan Administrator shall provide the foregoing benefit notices no
more than 180 days before a Participants Annuity Starting Date. A
Participant may waive or revoke a waiver of the normal form of payment and
elect, modify, or change an election of an optional form of payment by
written notice delivered to the Plan Administrator at any time during the
180 day period ending on his Annuity Starting Date.(d)
    
    Termination of MarriageThe Spouse to whom the Participant was married at the Participants Benefit
Commencement Date is entitled to the survivor annuity upon the death of the
Participant after the Benefit Commencement Date, whether or
not the Participant and such Spouse were married at the date of the
Participants death.(e)
    
    Provisions Concerning Retroactive Annuity Starting DatesNotwithstanding any provision hereof to the contrary, in the event that the
written notification described in Section 7.4 is required and is provided to
the Participant after the Participants Annuity Starting Date, the
Participants Annuity Starting Date shall be deemed to be his retroactive
Annuity Starting Date and payment of the Participants retirement income
under the Plan shall be made or commence in accordance with Code Section
417(a), as applicable, and regulations and rulings issued pursuant thereto,
and the following provisions of this subsection.
 (1) Notification Requirement. In the event of a retroactive Annuity
Starting Date, the written notification to the Participant required by
Section 7.4 shall set forth the information described in Section 7.4 both as
of his retroactive Annuity Starting Date and as of a date which is not more
than 90 days after the date on which such written notification is provided
to the Participant.




---



##### 



(2) Election of Retroactive Annuity Starting Date. In the event of
a retroactive Annuity Starting Date, the Participants retirement income
shall be determined and payable as of a date which is not more than 90 days
after the date on which the written notification required by Section 7.4 is
provided to the Participant, unless the Participant elects to have such
retirement income determined and payable as of such retroactive Annuity
Starting Date. The Participant may make such election on the appropriate
form provided by the Committee and filed with the Committee within the
election period described in this Section 7.4.(3) Spousal Consent Requirement. In the event that (a) a
Participant elects to receive his retirement income under the Plan
determined as of a retroactive Annuity Starting Date, and (b) under the form
of payment elected by such Participant, the benefit payable to the
Participants Spouse upon the Participants death would be less than the
benefit payable to such surviving Spouse after the Participants death if
the Participant had elected to receive a qualified joint and 50% survivor
annuity determined and payable as of the date on which his retirement income
payments actually commence, then the Participants Spouse must consent in
writing to the Participants election of such retroactive Annuity Starting
Date. Such spousal consent requirement shall be satisfied if the
Participants Spouse consents in the manner provided in Section 7.4 to the
Participants election to receive his retirement income in a form other than
that provided under a qualified joint and survivor annuity.(4) Make-up Payments with Interest. In the event that a Participant
elects (with spousal consent, if applicable) to receive his retirement
income under the Plan determined as of a retroactive Annuity Starting Date,
the Participant shall receive a make-up payment to reflect any missed
payment or payments for the period from the retroactive annuity Starting
Date to the date of the actual make-up payment, with an appropriate
adjustment for interest from the date the missed payment or payments would
have been made (including, if applicable, a payment of the single-sum value
of the Participants retirement income) to the date of the actual make-up
payment.(5) Future Payment Amount. If the Participant elects (with spousal
consent, if applicable) to receive his retirement income determined as of a
retroactive Annuity Starting Date and the Participant receives his
retirement income in a form other than a single-sum payment, the retirement
income payments that commence after he has received the notification
required by Section 7.4, other than any required make-up payment, shall be
in an amount that is equal to the amount that would have been paid to the
Participant had payments actually commenced on his retroactive Annuity
Starting Date.




---



##### 



(6) Code Section 415 Compliance. Except in the case where payment
of the Participants retirement income (other than a form of payment that is
subject to Code Section 417(e), including lump-sum distributions and other
forms of distribution that provide payments in the form of a decreasing
annuity or for a period less than the life of the recipient) commences no
more than 12 months after the retroactive Annuity Starting Date, payment of
the Participants retirement income, including any interest adjustments,
shall satisfy the requirements of Code Section 415 if the date retirement
income payments actually commence is substituted for the retroactive Annuity
Starting Date for all purposes, including for purposes of determining the
applicable interest rate and the applicable mortality table described in
Section 1.3.
 Optional Forms of Benefit
 (a)
    
    Subject to the conditions set forth below, a Participant may
elect an optional form of benefit in the form of a single lump sum or a reduced
lifetime retirement income as described in the following subsection. Unless
otherwise specified, the optional form of benefit shall be the Actuarial
Equivalent of the standard form of benefit set forth in Section 7.2 (as
determined under Appendix A). A Participant who is married on the Benefit
Commencement Date must submit an election to waive the qualified joint and
survivor annuity form in accordance with Section 7.4(b) and which is in effect
on the Benefit Commencement Date.(b)
    
    Lump Sum Payment. Effective October 1, 1999, a Participant may
elect a single lump sum payment which shall equal to the greater of: (i) the
Actuarial Equivalent of the standard form of benefit set forth in Section 7.2
or (ii) the balance of the Participants Account. Notwithstanding the
foregoing, effective for distributions made on or after October 1, 2010, the
lump sum amount of a Participants benefit shall be equal to the balance of the
Participants Account under the Plan as of the distribution date.(c)
    
    Reduced Lifetime Retirement Income. In the event of the
Participants death prior to receiving 120 monthly payments, the same amount of
retirement income shall be paid to his Beneficiary until a combined total of
120 monthly payments have been made. If both the Participant and his
Beneficiary die before a total of 120 monthly payments have been made, the
monthly retirement income payments will continue to the Beneficiary of the last
payee for the remainder of the 120-month period. Subject to the conditions set
forth below, a Participant may elect an optional form of benefit provided in
this Section 7.5. The optional benefit form shall be the Actuarial Equivalent
of the standard form of benefit set forth in Section 7.2. A Participant who is
married on the Benefit Commencement Date must submit an election to waive the
qualified joint and survivor annuity form, elected in accordance with Section
7.4(b), and which is in effect on the Benefit Commencement Date.




---



##### 



Cash-out of Accrued Benefit
 Eligible Rollover Distributions
 Definitions
 (a)
    
    Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include:
 (i)
    
    any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of
the distributee and the distributees designated beneficiary, or for a
specified period of 10 years or more;(ii)
    
    any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code;(iii)
    
    the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities);(iv)
    
    any hardship distribution described in Section
401(k)(2)(B)(i)(IV) of the Code; and(v)
    
    any distribution with a value of $200 or less.




---



##### 



(b)
    
    Eligible retirement plan: An eligible
retirement plan is one of the following that accepts the distributees
eligible rollover distribution: an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, a qualified trust described in Section 401(a) of the Code, an annuity
contract described in Section 403(b) of the Code, an eligible plan under
Section 457(b) of the Code that 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 agrees to separately account for amounts
transferred into such plan from this Plan, or, effective for distributions
made on or after January 1, 2008, a Roth IRA described in Section 408A of the
Code, provided that for distributions made prior to January 1, 2010, such
rollover to a Roth IRS shall be subject to the Participant income and any
other limitations contained in Code Section 408A(c)(3)(B). This definition of
eligible retirement plan shall also apply in the case of a distribution to a
surviving Spouse, or to a Spouse or former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of
the Code. In addition, effective for distributions made on or after October
1, 2010, an eligible rollover distribution shall include a distribution on
behalf of a non-Spouse beneficiary, but only if such distribution is paid in a
direct rollover to an individual retirement account or annuity described in
Section 408(a) or (b) of the Code that is established on behalf of the
non-Spouse beneficiary and that will be treated as an inherited individual
retirement account or annuity pursuant to Section 402(c)(11) of the Code.
Notwithstanding anything herein to the contrary, only one eligible retirement
plan may be designated with respect to any eligible rollover distribution.(c)
    
    Distributee: A distributee includes an Employee or
former Employee. In addition, the Employees or former Employees Spouse or
former Spouse who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are distributees with regard
to the interest of the Spouse or former Spouse. Further, an Employees or
former Employees non-Spouse beneficiary is a distributee with regard to the
interest of the non-Spouse beneficiary.(d)
    
    Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.
Notwithstanding anything herein to the contrary, only one direct rollover may
be made with respect to any eligible rollover distribution.
 Minimum Required Distributions




---



##### 



(a)
    
    Time and Manner of Distribution.
   (i)
    
    If the Participants surviving
Spouse is the Participants sole Designated Beneficiary, then
distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 701/2, if
later.(ii)
    
    If the Participants surviving
Spouse is not the Participants sole Designated Beneficiary,
then distributions to the Designated Beneficiary will begin by
December 31 of the calendar year immediately following the
calendar year in which the Participant died.(iii)
    
    If there is no designated
beneficiary as of September 30 of the year following the year of
the Participants death, the Participants entire interest will
be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participants death.(iv)
    
    If the Participants surviving
Spouse is the Participants sole designated beneficiary and the
surviving Spouse dies after the Participant but before
distributions to the surviving Spouse begin, this Subsection
7.8(a)(2), other than Subsection 7.8(a)(2)(i), will apply as if
the surviving Spouse were the Participant.




---



##### 



(b)
    
    Determination of Amount to be Distributed Each Year.
  (i)
    
    The annuity distributions will be
paid in periodic payments made at intervals not longer than one
year;(ii)
    
    The distribution period will be
over a life (or lives) or over a period certain not longer than
the period described in Subsections (c) or (d);(iii)
    
    Once payments have begun over a
period certain, the period certain will not be changed even if
the period certain is shorter than the maximum period permitted;(iv)
    
    Payments will either be
non-increasing or increase only as follows:
 i.
    
    By an annual
percentage increase that does not exceed the annual
percentage increase in a cost-of-living index that is
based on prices of all items and issued by the Bureau of
Labor Statistics;ii.
    
    To the extent of the
reduction in the amount of the Participants payments to
provide for a survivor benefit upon death, but only if the
beneficiary whose life was being used to determine the
distribution period described in Subsection (c) dies or is
no longer the Participants beneficiary pursuant to a
qualified domestic relations order within the meaning of
Code §414(p);iii.
    
    To provide cash
refunds of employee contributions upon the Participants
death; oriv.
    
    To pay increased
benefits that result from a Plan amendment.




---



##### 



(c)
    
    Requirement for Annuity Distributions that Commence During
Participants Lifetime.




---



##### 



(d)
    
    Requirements for Minimum Distributions Where Participant Dies
before Date Distribution Begins.
  (i)
    
    Unless the annuity starting date
is before the first Distribution Calendar Year, the life
expectancy of the Designated Beneficiary determined using the
beneficiarys age as of the beneficiarys birthday in the
calendar year immediately following the calendar year of the
Participants death; or(ii)
    
    If the annuity starting date is
before the first Distribution Calendar Year, the life expectancy
of the Designated Beneficiary determined using the beneficiarys
age as of the beneficiarys birthday in the calendar year that
contains the annuity starting date.




---



##### 



(e)
    
    Definitions.
    1 2
  Contributions by Participants
 Contributions by Employers




---



##### 



General Amendment
 Amendment of Vesting Schedule
 (a)
    
    who is a Participant during the election period below; and(b)
    
    who has completed at least three years of Service before that
period ends;
  (c)
    
    the amendment is adopted;(d)
    
    the amendment becomes effective; or(e)
    
    the Corporate Benefits Committee delivers a written notice of
the amendment to the Participant.




---



##### 



Termination of the Plan and Fund
 Merger, Consolidation or Transfer .
  Definitions
  (a)
    
    An affiliated employer means any corporation or business, other than the
Company or an Employer, which would be aggregated with the Company for a relevant
purpose under Code Section 414 as modified by Code Section 415(h).(b)
    
    A Participants aggregate annual retirement benefit means the sum of his
annual retirement benefit under the Plan and his annual retirement benefit, if any,
under any and all other defined benefit plans (whether or not terminated)
maintained by the Company, an Employer, any affiliated employer, or a predecessor
employer that are required to be aggregated with the Plan in accordance with the
provisions of Treasury Regulations Section 1.415(f)-1.




---



##### 



For purposes of applying the defined benefit compensation limitation, a
Participants aggregate annual retirement benefit shall exclude any benefits
accrued by the Participant under a multiemployer plan.(c)
    
    A Participants annual retirement benefit means the amount of retirement
benefit attributable to Employer contributions which is payable to him annually under
the Plan adjusted to the actuarially equivalent straight life annuity form using the
factors prescribed in the following paragraphs if such benefit is to be paid in a
manner other than to the Participant for his life only. A Participants annual
retirement benefit includes Social Security supplements described in Code Section
411(a)(9) and benefits transferred from another defined benefit plan, other than
transfers of distributable benefits pursuant to Treasury Regulations Section
1.411(d)-4, Q&A-3(c), but shall not include benefits attributable to a Participants
employee contributions.For purposes of determining a Participants annual retirement benefit, the
following shall apply:
 (i)
    
    If payment is to be made in a form other than to the
Participant for his life only, and such form is not subject to the requirements
of Code Section 417(e)(3), the actuarially equivalent straight life annuity
shall be determined in accordance with the provisions of subparagraph (A) or
(B) below, as applicable.
 (A)
    
    For limitation years beginning before July 1,
2007, the annual amount of straight life annuity commencing on the same
Benefit Commencement Date with the same actuarial present value as the
Participants form of payment computed using the following factors,
whichever produces the greater amount: (I) the interest rate and
mortality table referenced in the definition of Actuarial Equivalent in
Section 1.3 to be used under the Plan for purposes of determining
Actuarial Equivalence of optional forms not subject to the requirements
of Code Section 417(e)(3) or (II) the applicable mortality table and 5
percent.(B)
    
    For limitation years beginning on and after July
1, 2007, the greater of (I) the annual amount of straight life annuity,
if any, payable to the Participant under the Plan commencing at the same
Benefit Commencement Date as the Participants form of payment or (II)
the annual amount of straight life annuity commencing at the same Benefit
Commencement Date that has the same actuarially equivalent present value
as the Participants form of payment computed using the applicable
mortality table and an interest rate of 5 percent.




---



##### 



(ii)
    
    If payment is to be made to the Participant in a form that is
subject to the requirements of Code Section 417(e)(3), the actuarially
equivalent straight life annuity form shall be:
 (A)
    
    For distributions with a Benefit Commencement Date
in the 2004 or 2005 Plan Year, the annual amount of straight life annuity
commencing on the same Benefit Commencement Date that has the same
actuarially equivalent present value as the Participants form of payment
determined using the following, whichever provides the greater annual
amount: (I) the mortality table and interest rate otherwise used under
the Plan for purposes of determining Actuarial Equivalence of such
optional form or (II) the applicable mortality table and an interest
rate of 5.5 percent; provided, however, that for distributions with a
Benefit Commencement Date on or after the first day of the 2004 Plan Year
and before the first day of the 2005 Plan Year, use of the interest rate
specified in clause (II) shall not reduce the benefit payable to the
Participant below the amount determined using the applicable interest
rate in effect as of the last day of the last Plan Year beginning before
January 1, 2004. For purposes of this subparagraph (A), the applicable
interest rate means the annual rate of interest on 30-year Treasury
securities for the calendar month preceding the Plan Year in which the
Benefit Commencement Date occurs.(B)
    
    For distributions with a Benefit Commencement Date
after the 2005 Plan Year, the annual amount of straight life annuity
commencing on the same Benefit Commencement Date that has the same
actuarially equivalent present value as the Participants form of payment
determined using the following, whichever provides the greatest annual
amount: (I) the mortality table and interest rate otherwise used under
the Plan for purposes of determining Actuarial Equivalence of such
optional form; (II) the applicable mortality table and an interest rate
of 5.5 percent; or (III) the applicable mortality table and the 417(e)
interest rate determined as of the second calendar month preceding the
Plan Year in which the distribution is made, divided by 1.05. For
purposes of this subparagraph (B), the 417(e) interest rate means the
adjusted first, second and third segment rates applied under Code Section
430(h)(2)(C), computed without regard to a 24 month average; provided,
however, that for Plan Years beginning in 2008, 2009, 2010, and 2011,
such rate shall be blended with the applicable interest rate described
in subparagraph (A) above, as provided in Code Section 417(e)(3)(D)(ii)
and (iii).
 (iii)
    
    A form of payment is not subject to the requirements of Code
Section 417(e)(3) if the form of payment is either (A) a nondecreasing annuity
(other than a straight life annuity) payable for a period not less than the
life




---



##### 



of the Participant (or in the case of a Qualified Preretirement Survivor
Annuity, the life of the Participants Spouse) or (B) an annuity that
decreases during the life of the Participant merely because of (I) the death
of the Participants Beneficiary under a joint and survivor annuity, but only
if the reduction is not below 50 percent of the benefit payable before the
death of the Beneficiary or (II) cessation or reduction of Social Security
supplements or qualified disability payments, as defined in Code Section
401(a)(11).(iv)
    
    No actuarial adjustment shall be made hereunder for (A)
survivor benefits payable to a surviving Spouse under a qualified joint and
survivor annuity to the extent such benefits would not be payable if the
Participants benefit were paid in another form, (B) benefits that are not
directly related to retirement benefits (such as qualified disability benefits,
preretirement incidental death benefits, and post-retirement medical benefits),
or (C) the inclusion in the form of payment of an automatic benefit increase
feature, provided that (I) the form of payment is not subject to Code Section
417(e)(3) and would otherwise satisfy the limitations of this Article X and
(II) the Plan provides that the amount payable under the form of payment in any
limitation year shall not exceed the limits of this Article X applicable as
of the Benefit Commencement Date, increased in subsequent years pursuant to
Code Section 415(d). For purposes of this Clause (C), an automatic benefit
increase feature is included in a form of payment if the form of payment
provides for automatic, periodic increases to benefits paid in that form.(v)
    
    If a Participant has or will have distributions commencing at
more than one Benefit Commencement Date, the annual retirement benefit shall
be determined as of each Benefit Commencement Date (and shall satisfy the
limitations of this Article X as of each such date), actuarially adjusting for
past and future distributions of benefits commencing as of other Benefit
Commencement Dates. For purposes of this paragraph (v), the determination of
whether a new Benefit Commencement Date has occurred shall be made without
regard to Treasury Regulations Section 1.401(a)-20, Q&A 10(d), but with regard
to Treasury Regulations Sections 1.415(b)-1(b)(1)(iii)(B) and (C).
 (d)
    
    The applicable mortality table means the table prescribed by the Secretary of
the Treasury, which is the table specified in Revenue Ruling 2001-62.Notwithstanding any other provision of the Plan, effective for Limitation Years
beginning on and after January 1, 2009, for purposes of adjusting any benefit or
limitation under Code Section 415(b)(2)(B), (C) or (D), the mortality table used
shall be the applicable mortality table within the meaning of Code Section
417(e)(3)(B).(e)
    
    Defined benefit plan and defined contribution plan have the meanings given
such terms in Code Section 415(k).




---



##### 



(f)
    
    Defined benefit compensation limitation means 100 percent of a Participants
average 415 compensation for his high three consecutive calendar years of service. In
the case of a Participant who has fewer than 10 years of service with the Company or an
Employer, the defined benefit compensation limitation shall be multiplied by a
fraction, (i) the numerator of which is the number of years (or part thereof, but not
less than one) of service with the employer and (ii) the denominator of which is 10.
For purposes of this subsection, a Participant is credited with a year of service
(computed to fractional years) for each Plan Year for which he is credited with the
number of Hours of Service required to accrue Service under the terms of the Plan,
taking into account service with the Company and Employers, any affiliated employer,
or a predecessor employer. Notwithstanding the foregoing, a Participant shall be
credited with a year of service for each Plan Year during which he is absent from
employment because of permanent and total disability, as defined in Code Section
22(e)(3).(g)
    
    Defined benefit dollar limitation means $160,000, as adjusted , effective
January 1 of each year, under Code Section 415(d) in such manner as the Secretary of
the Treasury shall prescribe, and payable in the form of a straight life annuity. A
limitation adjusted under Code Section 415(d) will apply to limitation years ending
with or within the calendar year for which the adjustment applies. A Participants
annual retirement benefit shall not be adjusted to reflect increases in the defined
benefit dollar limitation effective for limitation years beginning after the
limitation year in which his termination occurred.
  (i)
    
    If the Participant has fewer than 10 years of participation in
the Plan, the defined benefit dollar limitation shall be multiplied by a
fraction, (i) the numerator of which is the number of years (or part thereof,
but not less than one) of participation in the Plan and (ii) the denominator of
which is 10. For purposes of this paragraph (i), a Participant is credited with
a year of participation (computed to fractional years) for each Plan Year for
which he is credited with a year (or fraction of a year) of Service, provided
that (A) he is included as a Participant under the eligibility provisions of
the Plan for at least one day of such Plan Year and (B) the Plan is established
no later than the last day of such Plan Year. Notwithstanding the foregoing, a
Participant shall be credited with a year of participation for each Plan Year
during which he is absent from employment because of permanent and total
disability, as defined in Code Section 22(e)(3). No more than one year of
participation shall be credited for a Plan Year.(ii)
    
    If the benefit of a Participant begins prior to age 62, the
defined benefit dollar limitation applicable to the Participant at such
earlier age is an annual benefit payable in the form of a straight life annuity
beginning at the Participants Benefit Commencement Date that is:




---



##### 



(A)
    
    For limitation years beginning before July 1,
2007, the actuarial equivalent of the defined benefit dollar limitation
(adjusted under (i) above, if required) determined using the following
factors, whichever produces the lesser annual amount: (I) the interest
rate and mortality table (or other tabular factor) specified in Section
6.2 or 7.3, as applicable, for adjusting benefits for early commencement
or (II) the applicable mortality table and an interest rate of 5
percent.(B)
    
    For limitation years beginning on or after July
1, 2007, the following, as applicable:
 (I)
    
    If the plan does not provide an
immediately commencing straight life annuity commencing at both
age 62 and the Participants age at his Benefit Commencement Date,
the actuarial equivalent of the defined benefit dollar
limitation (adjusted under (i) above, if required) determined
using the applicable mortality table (expressing the
Participants age based on completed calendar months as of the
Benefit Commencement Date) and an interest rate of 5 percent.(II)
    
    If the plan does provide an
immediately commencing straight life annuity commencing at both
age 62 and the Participants age at his Benefit Commencement Date,
the lesser of: (a) the amount determined under (I) above or (b)
the defined benefit dollar limitation (adjusted under (i) above,
if required ) multiplied by the ratio of the annual amount of the
immediately commencing straight life annuity under the Plan at the
Participants Benefit Commencement 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 X.
 Any decrease in the defined benefit dollar limitation determined in accordance with this
paragraph (ii) shall not reflect a mortality decrement if benefits are not forfeited upon
the death of the Participant. If any benefits are forfeited upon death, the full mortality
decrement is taken into account. For this purpose, no forfeiture is treated as occuring upon
the Participants death if the Plan does not charge Participants for providing Qualified
Preretirement Survivor Annuity coverage.
 (iii)
    
    If the benefit of a Participant begins after the
Participant attains age 65, the defined benefit dollar limitation
applicable to the Participant at the later age is an annual benefit
payable in the form of a straight life annuity beginning at the Benefit
Commencement Date that is:




---



##### 



(A)
    
    For limitation years beginning
before July 1, 2007, the actuarial equivalent of the defined
benefit dollar limitation (adjusted under (i) above, if required)
determined using the following factors, whichever provides the
lesser amount: (I) the interest rate and mortality table (or other
tabular factor) used under the Plan to determine Actuarial
Equivalence for purposes of delayed retirement or (II) the
applicable mortality table and an interest rate of 5 percent.(B)
    
    For limitation years beginning on
or after July 1, 2007, the following, as applicable:
 (I)
    
    If the Plan does not
provide an immediately commencing straight life annuity
commencing at both age 65 and the Participants age at his
Benefit Commencement Date, the actuarial equivalent of the
defined benefit dollar limitation (adjusted under (i)
above, if required) determined using the applicable
mortality table (expressing the Participants age based on
completed calendar months as of the Benefit Commencement
Date) and an interest rate of 5 percent.(II)
    
    If the Plan does provide
an immediately commencing straight life annuity commencing
at both age 65 and the Participants age at his Benefit
Commencement Date, the lesser of: (a) the amount determined
under (I) above or (b) the defined benefit dollar
limitation (adjusted under (i) above, if required )
multiplied by the ratio of the annual amount of the adjusted
immediately commencing straight life annuity under the Plan
at the Participants Benefit Commencement 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 X. The adjusted
immediately commencing straight life annuity at the
Participants Benefit Commencement Date is the annual amount
of such annuity payable to the Participant computed
disregarding accruals after age 65, but including actuarial
adjustments even if those adjustments are used to offset
accruals and the adjusted immediately commencing straight
life annuity under the Plan at age 65 is the annual amount
of such annuity that would be payable to a hypothetical
Participant who is age 65 and has the same Accrued Benefit
as the Participant.
 Any adjustment to the defined benefit dollar limitation determined in accordance
with this paragraph (iii) shall not reflect a mortality decrement if




---



##### 



benefits are not forfeited upon the death of the Participant. If any benefits are
forfeited upon death, the full mortality decrement is taken into account. For this
purpose, no forfeiture is treated as occuring upon the Participants death if the
Plan does not charge Participants for providing Qualified Preretirement Survivor
Annuity coverage.(h)
    
    A Participants 415 compensation with respect to a calendar year means his
wages, salaries, fees for professional service, and all other amounts received for
personal services actually rendered in the course of employment with the Company, an
Employer or an affiliated employer paid to him for such period, but excluding (i)
contributions (other than elective contributions described in Code Section 402(e)(3),
408(k)(6), 408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by the
Company, an Employer or an affiliated employer to a plan of deferred compensation
(including a simplified employee pension described in Code Section 408(k) or a simple
retirement account described in Code Section 408(p)), whether or not qualified, to the
extent that, before application of the limitations of Code Section 415 to such plan,
the contributions are not includable in the gross income of the Participant for the
taxable year in which contributed, (ii) any distributions from a plan of deferred
compensation, whether or not qualified, (except amounts received pursuant to an
unfunded non-qualified plan in the year such amounts are includable in the gross income
of the Participant), (iii) amounts realized from the exercise of a non-qualified option
or when restricted stock or other property held by the Participant either becomes
freely transferable or is no longer subject to substantial risk of forfeiture, (iv)
amounts received from the sale, exchange or other disposition of stock acquired under a
qualified stock option, (v) any other amounts that receive special tax benefits, such
as premiums for group term life insurance (but only to the extent that the premiums are
not includable in the gross income of the Participant and are not salary reduction
amounts that are described in Code Section 125), and (vi) other items that are similar
to the items listed in (i) through (v) above.415 compensation includes (i) any elective deferral, as defined in Code Section
402(g)(3) and (ii) any amount contributed or deferred by the Company or an Employer
at the Participants election which is not includable in the Participants gross
income by reason of Code Section 125, 132(f)(4), or 457.If a Participant has a severance of employment with the Company, an Employer and all
affiliated employers, 415 compensation does not include amounts received by the
Participant following such severance of employment except amounts paid before the
later of (a) the close of the limitation year in which the Participants
employment terminates or (b) within 2 1/2 months of such severance if such amounts
would otherwise have been paid to the Participant in the course of his employment
and are regular compensation for services during the Participants regular working
hours, compensation for services outside the Participants regular working hours
(such as overtime or shift differential pay), commissions, bonuses, or other similar
compensation




---



##### 



For purposes of this subsection, a Participant will not be considered to have
incurred a severance from employment if his new employer continues to maintain the
plan with respect to such Participant.In no event, however, shall the compensation of a Participant taken into account
under the Plan for any calendar year exceed the Code Section 401(a)(17) limit in
effect for such calendar year ($225,000 for calendar year beginning in 2007,
subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code
Section 415(d). Effective for calendar years beginning on and after July 1, 2007,
the limit described in this paragraph shall be applied annually to 415
compensation earned in such calendar year and 415 compensation for a calendar
year shall not increase as a result of an increase in the Code Section 401(a)(17)
limit applicable to future calendar years.To be included in a Participants 415 compensation for a particular calendar year,
an amount must have been received by the Participant (or would have been received,
but for the Participants election under Code Section 125, 132(f)(4), 401(k),
402(h)(1)(B), 403(b), 408(p)(2)(A)(i), or 457) within such calendar year.
Notwithstanding the foregoing, amounts earned during a particular calendar year that
are not paid until the subsequent calendar year because of the timing of pay periods
and pay dates, are included in 415 compensation for the calendar year in which
they were earned if (1) the amounts are paid within the first few weeks of the next
calendar year, (2) are included on a uniform and consistent basis with respect to
similarly-situated employees, and (3) are not also included as 415 compensation in
the subsequent calendar year.Notwithstanding any other provision of the Plan, effective for Limitation
Years beginning on and after January 1, 2009, if a Participant is absent
from employment as an Employee to perform service in the uniformed services
(as defined in Chapter 43 of Title 38 of the United States Code), his
Section 415 Compensation shall include any differential pay he receives or
is entitled to receive from his employer. For purposes hereof,
differential pay means any payment described in Code Section 3401(h)(2) as
a payment made to the Participant by the Company or an Employer with
respect to a period during which the Participant is performing service in
the uniformed services while on active duty for a period of more than 30
days that represents all or a portion of the wages the Participant would
have received if he had continued employment with the Company or an Employer
as an Employee, provided such payments are made to all employees of the
Employer and affiliated employers on reasonably equivalent terms and are
included in compensation for all qualified retirement plans of the Company,
the Employers and such affiliated employers on reasonably equivalent
terms.(i)
    
    The limitation year means the calendar year.




---



##### 



(j)
    
    A predecessor employer means (1) any former employer with respect to which
the Company, an Employer or affiliated employer maintains a plan that provides
benefits that the Participant accrued while performing services for such other employer
or (2) a former entity that antedates the Company, an Employer or an affiliated
employer if under the facts and circumstances the Company, an Employer or an
affiliated employer constitutes a continuation of all or a part of the trade or
business of the former entity.
 Maximum Limitation on Annual Benefits
  (a)
    
    The aggregate annual retirement benefit payable for a limitation year under
any available form of payment does not exceed $10,000 multiplied by a fraction, the
numerator of which is the Participants number of years of Service (as defined in
Section 1.35 above with respect to the defined benefit compensation limitations), not
to exceed 10 years of service, and the denominator of which is 10; and(b)
    
    The Company, all Employers, all affiliated employers, and any predecessor
employer have not at any time maintained a separate defined contribution plan in
which the Participant participated.
 Grandfather Prior Benefits
  Manner of Reduction




---



##### 



Designation of Fiduciaries
 Board
 Corporate Benefits Committee
 (a)
    
    Designation. The Board will name the members of the
Corporate Benefits Committee and will fix the number of its members.(b)
    
    Purpose. The Corporate Benefits Committee will control
and administer the Plan.(c)
    
    Powers. The Corporate Benefits Committee has all
powers necessary to carry out its purposes, including the following:
 (1)
    
    administer the Plan in accordance with its
terms and conditions;(2)
    
    establish the rules, regulations and procedures
it finds necessary or appropriate to discharge its duties;(3)
    
    adopt or amend the Plan and any trusts or
insurance contracts used to fund the Plan;




---



##### 



(4)
    
    interpret the Plan, including supplying any
omissions in accordance with the intent of the Plan;(5)
    
    decide all questions concerning eligibility of
any Employee to become a Participant;(6)
    
    compute the amount of benefits and determine to
whom such benefits will be paid;(7)
    
    authorize or deny the payment of Plan benefits;(8)
    
    delegate its powers and duties to others as it
sees fit, including:
 (i)
    
    the preparation and filing of all
reports with governmental agencies;(ii)
    
    the preparation and distribution of
booklets, announcements, reports and descriptions of the Plan to
Employees, as required by law;(iii)
    
    the maintenance of all records
relating the Plan and Fund;(iv)
    
    the establishment and administration
of a uniform claims procedure; and(v)
    
    the performance of all other duties
necessary to administer the Plan;
 (9)
    
    employ those accountants, actuaries, agents,
consultants, physicians and attorneys (who may be counsel to the
Company) it finds necessary, and to receive and evaluate their reports;(10)
    
    review bonding and insurance requirements;(11)
    
    designate an agent for service of legal process
upon the Plan;(12)
    
    review and implement long-term planning in
developing modifications of the Plan;(13)
    
    establish and enforce the rules, regulations,
procedures, investment policies and investment programs it considers
desirable;(14)
    
    receive and evaluate monthly, quarterly and
annual reports of Trustees, investment managers and investment
advisers;(15)
    
    review the performance of the trustees,
investment managers and/or investment advisers at least quarterly;




---



##### 



(16)
    
    allocate the amount of assets to be managed by
each trustee, investment manager and investment adviser;(17)
    
    accept or reject rollover amounts;(18)
    
    establish any accounts called for by the Plan
or Fund;(19)
    
    report at least annually to the Company on the
investment performance of the Fund;(20)
    
    appoint, remove or replace other fiduciaries
including the trustee (or insurance company which holds Plan assets),
investment managers or investment advisers;(21)
    
    approve the amount of Pay-Based Credits to be
made to the Plan or approve discontinuance of Pay-Based Credits to the
Fund;(22)
    
    discontinue or terminate the Plan and any
trusts or insurance contracts used to fund the Plan; and(23)
    
    perform any other act or acts necessary to the
performance of its powers and duties.
 (d)
    
    Resignation, Removal and Designation of Successor. The Company may
remove any member of the Corporate Benefits Committee at any time. Any member of the
Corporate Benefits Committee may resign at any time by delivering his written
resignation to the Company and the Corporate Benefits Committee. New members will be
named by the Company. Any new member will have the same rights, powers, privileges,
immunities and duties as the other members of the Corporate Benefits Committee. The
Corporate Benefits Committee must promptly notify the Funding Agent of any change in
its membership.
 Action of Committee
 Funding Agent
 (a)
    
    Designation. The Corporate Benefits Committee will appoint the Funding
Agent.




---



##### 



(b)
    
    Powers and Duties. The Funding Agent has the duties and powers set
forth in the agreement executed by the Company and the Funding Agent.
 Employer Records
 Indemnification
 Discrimination Prohibited
 Representation in Proceedings .
 Time of Delivery




---



##### 



Appeals from Denial of Claims
 (a)
    
    the specific reasons for such denial;(b)
    
    specific reference to pertinent Plan provisions on which the
denial is based;(c)
    
    a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and(d)
    
    an explanation of the Plans claim review procedure. The
claimant also shall be advised that he or his duly authorized representative
may request a review by the Committee of the decision denying the claim by
filing with the Committee, within 60 days after such notice has been received
by the claimant, a written request for such review, and that he may review
pertinent documents and submit issues and comments in writing within the same
60-day period. If such request is so filed, such review shall be made by the
Committee within 60 days after receipt of such request, unless special
circumstances require an extension of time for processing, in which case the
claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
The claimant shall be given written notice of the decision resulting from such
review, which notice shall include specific reasons for the decision, written
in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based.
  Procedure




---



##### 



Effect
 Withdrawal of an Employer
  Successor Company
  Construction
 Employment
 Benefits Supported Only by Fund
 Spendthrift Clause




---



##### 



Benefits Payable to Incompetents
 Expenses
 Non-Discrimination
 Purchase of Annuity Contracts
 Failure of Plan to Qualify




---



##### 



Special Rules Relating to Veterans Reemployment Rights under USERRA
 Death During Qualified Military Service
  Special Definitions
 (a)
    
    Code means the Internal Revenue Code of 1986, as amended from time to time.(b)
    
    Key Employee means a Participant or former Participant who is a key
employee as defined in Section 416(i) of the Code.(c)
    
    Determination Date means, with respect to any Plan Year, the last day of the
preceding Plan Year, except that the Determination Date with respect to the first Plan
Year shall be the last day of that Plan Year.(d)
    
    Plan Year has the meaning set forth in Section 1.33.(e)
    
    Present Value of Accrued Benefits means, as of a given Determination Date,
the present value, as of the most recent Valuation Date which is within a 12-month
period ending on the Determination Date, of the benefits accrued under the Plan as of
such Valuation Date with respect to a Participant determined as if such Participant
terminated service as of such Valuation Date. The determination of the Present Value
of Accrued Benefits shall be based on the actuarial assumptions used by the Plans
actuary in the actuarial valuation as of such Valuation Date.(f)
    
    Required Aggregation Group means with respect to a given Plan Year, this Plan
and all other plans of the Company which, in the aggregate, meet the requirements of
the definition contained in Section 416(g)(2)(A)(i) of the Code.(g)
    
    Valuation Date means, with respect to a given Plan Year, the same valuation
date used for computing Plan costs for minimum funding purposes, regardless of whether
a valuation is performed that year.




---



##### 



(h)
    
    Permissive Aggregation Group means, with respect to a given Plan Year, this
Plan and all other plans of the Company which may be aggregated in accordance with
Section 416(g)(2)(A)(ii) of the Code.(i)
    
    Top-Heavy means, with respect to the Plan for a Plan Year (1) that the
Present Value of Accrued Benefits of Key Employees exceeds 60% of the Present Value of
Accrued Benefits of all Participants, or (2) the Plan is part of a Required Aggregation
Group and such Required Aggregation Group is a Top-Heavy Group, unless the Plan or such
Top-Heavy Group is itself part of the Permissive Aggregation Group which is not a
Top-Heavy Group.(j)
    
    Top-Heavy Group means, with respect to a given Plan Year, a group of Plans of
the Company which, in the aggregate, meet the requirements of the definition contained
in Section 416(g)(2)(B) of the Code. If there are two or more defined benefit plans,
the actuarial assumptions used to determine if there is a Top-Heavy Group must be the
same for all Plans within the group.
 Special Top-Heavy Rules
 (a)
    
    The minimum monthly normal retirement income for a Participant who is not a Key
Employee, commencing at his Normal Retirement Date, shall equal the lesser of (i)
product of (1) 2% of his average monthly Compensation during his five highest-paid
consecutive calendar years of Service, multiplied by (2) the number of his years of
Service after August 1, 1986 (to a maximum of 10 such years), disregarding for this
purpose any such year during which the Plan is not Top-Heavy.(b)
    
    In the event of the termination of employment (other than by death or
retirement) of a Participant who had completed at least three years of Service, such
Participant shall be 100% vested and shall be entitled to retirement income
commencing on his Normal Retirement Date, determined in accordance with Section 4.1
(or, if greater Subsection (a) above).(c)
    
    For any Plan Year in which the Plan is Top-Heavy, Compensation means an amount,
determined by application of Treasury Regulation Section 1.415-2(d), and shall in no
event exceed $150,000 or such higher amount in effect in accordance with such
applicable provisions of the Code.(d)
    
    If the Plan becomes Top-Heavy and subsequently ceases to be such, the vesting
schedule in Subsection (b) above shall continue to apply in determining the rights to
benefits of any Participant who had at least three years of Service as of the last day
of the last Plan Year in which the Plan was Top-Heavy. For other Participants, said
schedule shall apply only to their accrued benefits as of such last day of such Plan
Year.




---



##### 



(e)
    
    In order to comply with the requirements of Section 416(h) of the Code, in the
case of a Participant who is or has also participated in a defined contribution plan of
the Company (or any other company required to be aggregated with the Company in
accordance with Section 415(h) of the Code) in any Plan Year in which the Plan is
Top-Heavy there shall be imposed the following limitation in addition to any limitation
which may be imposed in accordance with Section 10. In any such year, for purposes of
satisfying the aggregate limit on contributions and benefits imposed by Section 415(e)
of the Code, benefits payable from the Plan shall, except as hereinafter provided, be
reduced so as to comply with a limit determined in accordance with Section 415(e) of
the Code, but based on the assumption that the number 1.0 is substituted for the number
1.25 in the definition of the defined benefit plan fraction (as defined in Section
415(e)(2) of the Code) and in the defined contribution plan fraction (as defined in
Section 415(e)(3) of the Code). Notwithstanding the foregoing, if the application of
the additional limitation set forth in this Subsection (e) would result in the
reduction of accrued benefits of any Participant under this Plan, such additional
limitation shall not become operative, so long as (1) no additional Company
contributions, forfeitures or voluntary nondeductible contributions are allocated to
such Participants accounts under any defined contribution plan maintained by the
Company and (2) no additional benefits accrued to such Participant under any defined
benefit plan maintained by the Company, including this Plan. Accordingly, in any Plan
Year that the Plan is Top-Heavy, no additional benefits shall accrue under this Plan on
behalf of any Participant whose overall benefits under this Plan would otherwise be
reduced in accordance with the limitation imposed by this Subsection (e).(f)
    
    In the event that Congress should provide by statute, or the Treasury
Department should provide by regulation or ruling, that the limitations provided in
this Section 15 are no longer necessary for the Plan to meet the requirements of
Section 401 or other applicable provisions of the Internal Revenue Code in effect, such
limitations shall become void and shall no longer apply, without the necessity of
further amendment to the Plan.




---



##### 



1.
    
    Mortality Table(a) For distributions with a Benefit Commencement Date prior to October 1, 2002, the
1983 Group Annuity Mortality Table, weighted 50% males and 50% females, shall be
used for converting an Accrued Benefit for an Early or Normal Retirement Benefit.
The UP 1984 Table, as published, shall be used to determine optional forms of
benefits provided under the Plan.(b) For distributions with a Benefit Commencement Date on or after October 1, 2002,
the applicable mortality table used for purposes of converting Participants Accrued
Benefits into a lump sum benefit payable under the Plan and for purposes of
determining the Actuarial Equivalent of a deferred payment shall be the mortality
table prescribed in Rev. Rul. 2001-62 for all purposes under the Plan.(c) Notwithstanding the foregoing, effective for distributions with an Benefit
Commencement Date on and after January 1, 2008 the mortality table for purposes of
determining the amount payable in a form under the Plan that is subject to the
requirements of Code Section 417(e)(3) shall be the applicable mortality table as
defined under Code Section 417(e)(3)(B) and as in effect for the Plan Year in which
the distribution is made to the Participant or Beneficiary.2.
    
    Interest Rate(a) The rate for converting an Accrued Benefit for an Early or Normal Retirement
Benefit for an active Participant or Vested Terminated Participant will be the
30-year Treasury rate for the month of August preceding the beginning of the Plan
Year.(b) For all other purposes, the rate will be 7 percent, except that when calculating
lump sum benefits the rate set forth in paragraph (a) above will be used.(c) Notwithstanding the foregoing, effective for distributions with an Benefit
Commencement Date on and after January 1, 2008 the interest rate for purposes of
determining the amount payable in a form under the Plan that is subject to the
requirements of Code Section 417(e)(3) shall be the applicable interest rate as
defined under Code Section 417(e)(3)(C), determined as of the second calendar month
preceding the Plan Year in which the distribution is made to the Participant or
Beneficiary.
 A-1




---



##### 



3.
    
    For purposes of converting the Accrued Benefit attributable to the
Participants Account to a form of payment that is not subject to Section 417(e)(3) of
the Code, the Accrued Benefit shall first be discounted to the present value based on
the rates and assumption that were used to calculate the Accrued Benefit (but applied
in the opposite direction). For purposes of clarity, such discounting will result in
an amount equal to the Participants Account (i.e. the accumulated benefit).4.
    
    Other Factors  None.
 A-2




---



##### 



Percentage of Compensation
    
    Percentage of CompensationOf a Participant Who Has
    
    Of a Participant Who Has 15Business
    
    Less than 15 Years of Service
    
    Or More Years of ServiceChemineer, Inc.
    
    
    5
    
    
    
    6-1/2Edion, Inc.
    
    
    5
    
    
    
    6-1/2Pfaudler, Inc.
    
    
    5
    
    
    
    6-1/2R&M Energy Systems
    
    
    5
    
    
    
    6-1/2R&M Corporate
    
    
    5
    
    
    
    6-1/2Moyno Oilfield Products
    
    
    5
    
    
    
    6-1/2




---



##### 



Pay-Based Credit Accounts
  Percentage of Compensation
    
    Percentage of Compensationof a Participant who Has Less
    
    of a Participant Who Has 15Business Unit
    
    Than 15 Years of Service
    
    or More Years of ServiceEdlon, Inc.
    
    
    5
    
    
    
    6-1/2Pfaudler, Inc.
    
    
    5
    
    
    
    6-1/2
 C-1




---



##### 



Name of Participating Group
 Group of Covered Employees
 Effective Date
 Actuarial Equivalent




---



##### 



(a)
    
    The applicable mortality table as defined under Code Section
417(e)(3)(B) and as in effect for the Plan Year in which distribution is made
to the Participant or Beneficiary.(b)
    
    The applicable interest rate as defined under Code Section
417(e)(3)(C), determined as of the second calendar month preceding the Plan
Year in which the distribution is made to the Participant or Beneficiary.
 Reemployment/Duration of Participation
       Supplement One
    
    Page 2




---



##### 



Early Retirement Age
 Early Retirement Date
 Normal Retirement Age
 Vested Termination Age
 Covered Compensation
 Supplement One
    
    Page 3




---



##### 



Credited Service
       Vesting Service
   Supplement One
    
    Page 4




---



##### 



Final Average Earnings
 Normal Retirement Benefit
 Early Retirement Benefit
  Supplement One
    
    Page 5




---



##### 



Deferred Vested Termination Benefit Vested
Termination Age
  
    
    If the Participant is age 55 or older as of the date payment(s) are to
commence, the benefit is reduced by one-half of one percent for each
full month by which the Participants first benefit payment precedes
the first day of the calendar month coincident with, or next
following, his sixty-fifth birthday.
 Supplement One
    
    Page 6




---



##### 




    
    If the Participant has not attained age 55 as of the date payment(s)
are to commence, the benefit is actuarially reduced for each full
month by which the Participants first benefit payment precedes the
first day of the calendar month coincident with, or next following,
his sixty-fifth birthday, but in no event will such benefit be less
than the benefit calculated using the early retirement reduction
method described in the previous paragraph. Actuarial equivalence for
purposes of reducing the benefit below age 55 is based on the
actuarial assumptions used to determine the lump sum optional form of
payment under this Supplement. However, in no event will the
reduction be less than sixty percent (60%). Therefore, if the
actuarial equivalent benefit (before applying the 60% minimum
reduction) is greater than 40% of the Normal Retirement Benefit, the
Deferred Vested Termination Benefit will be set equal to 40% of the
Normal Retirement Benefit.
   Automatic Preretirement Survivor Annuity for Active Married Vested Participants
    Supplement One
    
    Page 7




---



##### 



Automatic Election of Preretirement Survivor Annuity by Married Terminated Vested
Members
   Supplement One
    
    Page 8




---



##### 



Amount of Benefits
 If Participant Survives to Benefit Commencement Date
 Supplement One
    
    Page 9




---



##### 



If Participant Dies While Option is in Effect
 55 or Older
 Under Age 55
  Automatic Post-Retirement (Joint and Survivor) Benefit
  Supplement One
    
    Page 10




---



##### 



Optional Forms of Payment
  Ten-Year Certain and Life Annuity
 Supplement One
    
    Page 11




---



##### 



Lump-Sum Option
 Qualified Optional Survivor Annuity
   Special Employment/Reemployment Provisions
 Supplement One
    
    Page 12




---



##### 



Extended Wear Away
 Small Benefits
  Reemployment of Participants Covered Under the Final Average Pay
Formula
 Reinstatement of Vesting and Credited Service
 Supplement One
    
    Page 13




---



##### 



Prior Receipt of Lump-Sum Distribution
 Participants in Pay Status
 Participants Who Have Not Received Benefit Payments
 
 
 
  Supplement One
    
    Page 14




---



##### 




    
    The mortality table used to determine minimum lump sum distributions as
defined in Section 4 of Supplement One, as amended; and
    
    The interest rate used to determine minimum lump sum distributions as
defined in Section 4 of Supplement One, as amended.
     Supplement One
    
    Page 15




---



##### 



Name of Participating Group
 Group of Covered Employees
 Effective Date
 Retirement Benefit
 Transition Credits
 Supplement Two
    
    Page 1




---



##### 



Name of Participating Group
 Group of Covered Employees
 Effective Date
 Retirement Benefits




---



##### 



Name of Participating Group
 Group of Covered Employees
 Effective Date
 Vesting Service
 Supplement Four
    
    Page 1