Exhibit 10.2
 ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
(January 1, 2010 Restatement)




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TABLE OF CONTENTS
 PREAMBLE
    
    
    1ARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    21.1
    
    Plan Definitions
    
    
    21.2
    
    Interpretation
    
    
    9ARTICLE II SERVICE
    
    
    112.1
    
    Special Definitions
    
    
    112.2
    
    Crediting of Hours of Service
    
    
    122.3
    
    Limitations on Crediting of Hours of Service
    
    
    122.4
    
    Department of Labor Rules
    
    
    132.5
    
    Crediting of Continuous Service
    
    
    132.6
    
    Eligibility Service
    
    
    132.7
    
    Vesting Service
    
    
    132.8
    
    Exclusion of Vesting Service Earned Following a Break for
Determining Vested Interest in Prior Account
    
    
    142.9
    
    Crediting of Service on Transfer or Amendment
    
    
    14ARTICLE III ELIGIBILITY
    
    
    163.1
    
    Eligibility
    
    
    163.2
    
    Transfers of Employment
    
    
    163.3
    
    Reemployment
    
    
    163.4
    
    Notification Concerning New Eligible Employees
    
    
    163.5
    
    Effect and Duration
    
    
    16ARTICLE IV 401(K) CONTRIBUTIONS
    
    
    184.1
    
    401(k) Contributions
    
    
    184.2
    
    Amount of 401(k) Contributions
    
    
    184.3
    
    Roth 401(k) Contributions
    
    
    184.4
    
    Catch-Up 401(k) Contributions
    
    
    184.5
    
    Automatic Enrollment
    
    
    194.6
    
    Notice of Automatic Enrollment
    
    
    204.7
    
    Contributions Limited to Effectively Available Compensation
    
    
    204.8
    
    Amendments to Reduction Authorization
    
    
    204.9
    
    Suspension of 401(k) Contributions
    
    
    214.10
    
    Resumption of 401(k) Contributions
    
    
    214.11
    
    Delivery of 401(k) Contributions
    
    
    214.12
    
    Vesting of 401(k) Contributions
    
    
    21ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS
    
    
    225.1
    
    After-Tax Contributions
    
    
    225.2
    
    Rollover Contributions
    
    
    22
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5.3
    
    Direct Rollovers to Plan
    
    
    225.4
    
    Participant Rollovers to Plan
    
    
    235.5
    
    Restrictions on Rollover Contributions
    
    
    235.6
    
    Treatment of Designated Roth Contributions that are Rolled Over to
the Plan
    
    
    235.7
    
    Vesting of After-Tax Contributions and Rollover Contributions
    
    
    24ARTICLE VI EMPLOYER CONTRIBUTIONS
    
    
    256.1
    
    Contribution Period
    
    
    256.2
    
    Nonelective Contributions
    
    
    256.3
    
    Allocation of Nonelective Contributions
    
    
    256.4
    
    Qualified Nonelective Contributions
    
    
    256.5
    
    Amount and Allocation of Regular Matching Contributions
    
    
    266.6
    
    Limits on Matching Contributions
    
    
    266.7
    
    Qualified Matching Contributions
    
    
    276.8
    
    Amount and Allocation of Safe Harbor Nonelective Contributions
    
    
    276.9
    
    Verification of Amount of Employer Contributions by the Sponsor
    
    
    276.10
    
    Payment of Employer Contributions
    
    
    286.11
    
    Allocation Requirements for Employer Contributions
    
    
    286.12
    
    Exceptions to Allocation Requirements for Employer Contributions
    
    
    286.13
    
    Vesting of Employer Contributions
    
    
    296.14
    
    100% Vesting Events
    
    
    296.15
    
    Election of Former Vesting Schedule
    
    
    296.16
    
    Forfeitures to Reduce Employer Contributions
    
    
    30ARTICLE VII LIMITATIONS ON CONTRIBUTIONS
    
    
    317.1
    
    Definitions
    
    
    317.2
    
    Code Section 402(g) Limit
    
    
    347.3
    
    Distribution of Excess Deferrals
    
    
    357.4
    
    Determination of Income or Loss
    
    
    357.5
    
    Deemed Satisfaction of the Limitations on 401(k) Contributions and
Matching Contributions of Highly Compensated Employees
    
    
    357.6
    
    Notice Requirements for Safe Harbor Nonelective Contributions
    
    
    377.7
    
    Code Section 415 Limitations on Crediting of Contributions and
Forfeitures
    
    
    377.8
    
    Application of Code Section 415 Limitations Where Participant is
Covered Under Other Qualified Defined Contribution Plan
    
    
    38
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7.9
    
    Scope of Limitations
    
    
    39ARTICLE VIII TRUST FUNDS AND ACCOUNTS
    
    
    408.1
    
    General Fund
    
    
    408.2
    
    Investment Funds
    
    
    408.3
    
    Loan Investment Fund
    
    
    408.4
    
    Income on Trust
    
    
    408.5
    
    Accounts
    
    
    408.6
    
    Sub-Accounts
    
    
    41ARTICLE IX LIFE INSURANCE CONTRACTS
    
    
    429.1
    
    No Life Insurance Contracts
    
    
    42ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
    
    
    4310.1
    
    Future Contribution Investment Elections
    
    
    4310.2
    
    Deposit of Contributions
    
    
    4310.3
    
    Election to Transfer Between Funds
    
    
    4310.4
    
    404(c) Protection
    
    
    4410.5
    
    Voting and Tendering Employer Stock
    
    
    44ARTICLE XI CREDITING AND VALUING ACCOUNTS
    
    
    4611.1
    
    Crediting Accounts
    
    
    4611.2
    
    Valuing Accounts
    
    
    4611.3
    
    Plan Valuation Procedures
    
    
    4611.4
    
    Unit Accounting Permitted
    
    
    4711.5
    
    Finality of Determinations
    
    
    4711.6
    
    Notification
    
    
    47ARTICLE XII LOANS
    
    
    4812.1
    
    Application for Loan
    
    
    4812.2
    
    Collateral for Loan
    
    
    4812.3
    
    Reduction of Account Upon Distribution
    
    
    4812.4
    
    Legal Requirements Applicable to Plan Loans
    
    
    4912.5
    
    Administration of Loan Investment Fund
    
    
    5012.6
    
    Default
    
    
    5112.7
    
    Deemed Distribution Under Code Section 72(p)
    
    
    5112.8
    
    Treatment of Outstanding Balance of Loan Deemed Distributed Under
Code Section 72(p)
    
    
    5112.9
    
    Special Rules Applicable to Loans
    
    
    5212.10
    
    Prior Loans
    
    
    52ARTICLE XIII WITHDRAWALS WHILE EMPLOYED
    
    
    5313.1
    
    Non-Hardship Withdrawals of After-Tax Contributions
    
    
    5313.2
    
    Non-Hardship Withdrawals of Rollover Contributions
    
    
    5313.3
    
    Non-Hardship Withdrawals of Restricted Contributions
    
    
    53
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13.4
    
    Non-Hardship Withdrawals of Nonelective Contributions
    
    
    5313.5
    
    Non-Hardship Withdrawals of Matching Contributions
    
    
    5313.6
    
    Overall Limitations on Non-Hardship Withdrawals
    
    
    5413.7
    
    Hardship Withdrawals
    
    
    5413.8
    
    Hardship Determination
    
    
    5413.9
    
    Satisfaction of Necessity Requirement for Hardship Withdrawals
    
    
    5513.10
    
    Conditions and Limitations on Hardship Withdrawals
    
    
    5513.11
    
    Order of Withdrawal from a Participants Sub-Accounts
    
    
    56ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE
    
    
    5714.1
    
    Termination of Employment and Settlement Date
    
    
    5714.2
    
    Separate Accounting for Non-Vested Amounts
    
    
    5714.3
    
    Disposition of Non-Vested Amounts
    
    
    5814.4
    
    Treatment of Forfeited Amounts
    
    
    5814.5
    
    Recrediting of Forfeited Amounts
    
    
    59ARTICLE XV DISTRIBUTIONS
    
    
    6015.1
    
    Distributions to Participants
    
    
    6015.2
    
    Special In-Service Distributions
    
    
    6015.3
    
    Distributions to Beneficiaries
    
    
    6015.4
    
    Code Section 401(a)(9) Requirements
    
    
    6015.5
    
    Cash Outs and Participant Consent
    
    
    6115.6
    
    Automatic Rollover of Mandatory Distributions
    
    
    6215.7
    
    Required Commencement of Distribution
    
    
    6215.8
    
    Reemployment of a Participant
    
    
    6315.9
    
    Restrictions on Alienation
    
    
    6315.10
    
    Facility of Payment
    
    
    6315.11
    
    Inability to Locate Payee and Non-Negotiated Checks
    
    
    6315.12
    
    Distribution Pursuant to Qualified Domestic Relations Orders
    
    
    64ARTICLE XVI FORM OF PAYMENT
    
    
    6516.1
    
    Form of Payment
    
    
    6516.2
    
    Direct Rollover
    
    
    6516.3
    
    Notice Regarding Form of Payment
    
    
    6616.4
    
    Distribution in the Form of Employer Stock
    
    
    66ARTICLE XVII BENEFICIARIES
    
    
    6717.1
    
    Designation of Beneficiary
    
    
    6717.2
    
    Spousal Consent Requirements
    
    
    67ARTICLE XVIII ADMINISTRATION
    
    
    6818.1
    
    Authority of the Sponsor
    
    
    68
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18.2
    
    Discretionary Authority
    
    
    6918.3
    
    Action of the Sponsor
    
    
    6918.4
    
    Claims Review Procedure
    
    
    6918.5
    
    Special Rules Applicable to Claims Related to Investment Errors
    
    
    7018.6
    
    Qualified Domestic Relations Orders
    
    
    7118.7
    
    Indemnification
    
    
    7118.8
    
    Prudent Man Standard of Care
    
    
    7118.9
    
    Actions Binding
    
    
    71ARTICLE XIX AMENDMENT AND TERMINATION
    
    
    7219.1
    
    Amendment by Plan Sponsor
    
    
    7219.2
    
    Amendment by Volume Submitter Practitioner
    
    
    7219.3
    
    Limitation on Amendment
    
    
    7319.4
    
    Termination
    
    
    7319.5
    
    Inability to Locate Payee on Plan Termination
    
    
    7419.6
    
    Reorganization
    
    
    7419.7
    
    Withdrawal of an Employer
    
    
    75ARTICLE XX ADOPTION BY OTHER ENTITIES
    
    
    7620.1
    
    Adoption by Related Companies
    
    
    7620.2
    
    Effective Plan Provisions
    
    
    76ARTICLE XXI MISCELLANEOUS PROVISIONS
    
    
    7721.1
    
    No Commitment as to Employment
    
    
    7721.2
    
    Benefits
    
    
    7721.3
    
    No Guarantees
    
    
    7721.4
    
    Expenses
    
    
    7721.5
    
    Precedent
    
    
    7721.6
    
    Duty to Furnish Information
    
    
    7821.7
    
    Merger, Consolidation, or Transfer of Plan Assets
    
    
    7821.8
    
    Condition on Employer Contributions
    
    
    7821.9
    
    Return of Contributions to an Employer
    
    
    7821.10
    
    Validity of Plan
    
    
    7821.11
    
    Trust Agreement
    
    
    7921.12
    
    Parties Bound
    
    
    7921.13
    
    Application of Certain Plan Provisions
    
    
    7921.14
    
    Merged Plans
    
    
    7921.15
    
    Transferred Funds
    
    
    7921.16
    
    Veterans Reemployment Rights
    
    
    8021.17
    
    Delivery of Cash Amounts
    
    
    8021.18
    
    Written Communications
    
    
    8021.19
    
    Trust to Trust Transfer
    
    
    8021.20
    
    Plan Correction Procedures
    
    
    81
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ARTICLE XXII TOP-HEAVY PROVISIONS
    
    
    8222.1
    
    Definitions
    
    
    8222.2
    
    Applicability
    
    
    8322.3
    
    Minimum Employer Contribution
    
    
    8422.4
    
    Accelerated Vesting
    
    
    8422.5
    
    Exclusion of Collectively-Bargained Employees
    
    
    85ADDENDUM ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    86ADDENDUM ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    87ADDENDUM ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    92ADDENDUM ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    95ADDENDUM ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    98FINAL 411(A) REGULATIONS COMPLIANCE APPENDIX
    
    
    100ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    100415 COMPLIANCE APPENDIX TO ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
    
    
    101
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PREAMBLE
    Page 1




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ARTICLE I
DEFINITIONS AND INTERPRETATION
 1.1
    
    Plan Definitions
  Account
 Administrative Delegate
 Administrator
 After-Tax Contribution
 Beneficiary
 Benefit Payment Date
 Catch-Up 401(k) Contribution
 Code
 Compensation
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
    
    amounts realized from the exercise of any non-qualified stock option, or when
restricted stock (or property) held by the Participant either becomes freely transferable
or is no longer subject to a substantial risk of forfeiture and amounts realized from the
sale, exchange, or other disposition of stock acquired under a qualified stock option
 
    
    Severance pay
Moving allowance
Car allowance
awards or prizes
nonperformance-based bonus payments
SAR payments
nonqualified deferred compensation
expatriate allowances or imputed income under Code Section 79 or 132
Such other similar payments
   Contribution Period
 Covered Employee
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
    
    any individual with respect to whom an Employer does not withhold income or employment
taxes and file Form W-2 (or any replacement Form) with the Internal Revenue Service
because such individual has executed a contract, letter of agreement, or other document
acknowledging his status as an independent contractor who is not entitled to benefits
under the Plan or is otherwise not classified by his Employer as a common law employee,
even if such individual is later adjudicated to be a common law employee of his Employer,
unless and until the Employer extends coverage to such individual
    
    any nonresident alien who does not receive United States source income
    
    any Employee acquired in an asset or stock acquisition, merger, or similar transaction
described in Code Section 410(b)(6)(C) until the date the acquiring Employer extends
coverage to such Employees
    
    any Self-Employed Individual
    
    any individual classified by the Employer as a Supplemental Worker.
 Disabled
 
    
    He is found to be disabled by the Social Security Administration.
 Earned Income
 Eligible Employee
 Eligibility Service
 Employee
 Employer
 Page 4




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Employer Contribution
 Enrollment Date
  ERISA
 401(k) Contribution
 General Fund
 Highly Compensated Employee
  Page 5




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
    
    An Employees compensation means his 415 compensation as defined in Section 7.1.
    
    The look back year means the 12-month period immediately preceding the Plan Year.
 Hour of Service
 Investment Fund
 Leased Employee
  Page 6




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Matching Contribution
 
    
    Regular Matching Contributions
    
    any such contribution that is designated by an Employer as a Qualified Matching
Contribution
 Nonelective Contribution
  
    
    Safe Harbor Nonelective Contributions
    
    Matching Contributions
 Normal Retirement Date
 Participant
 Plan
 Plan Year
 Predecessor Employer
 Pre-Tax 401(k) Contribution
 Qualified Matching Contribution
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Regular Matching Contribution
 
    
    Matching Contributions re-characterized by the Employer as Qualified Matching
Contributions
 Related Company
 Required Beginning Date
 
    
    for a Participant who is not a five percent owner, April 1 of the calendar year
following the calendar year in which occurs the later of the Participants (i) attainment
of age 70 1/2 or (ii) retirement
    
    for a Participant who is a five percent owner, April 1 of the calendar year following
the calendar year in which the Participant attains age 70 1/2.
  Rollover Contribution
 Roth 401(k) Contribution
 Safe Harbor Nonelective Contribution
 Self-Employed Individual
 Page 8




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Settlement Date
 Sponsor
 Spouse
 Sub-Account
 Supplemental Worker
 Transfer Contribution
 Trust
 Trust Agreement
 Trustee
 Trust Fund
 Valuation Date
 Vesting Service
 1.2
    
    Interpretation
  Page 9




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ARTICLE II
SERVICE
 2.1
    
    Special Definitions
  continuous service
 employment commencement date
 maternity/paternity absence
 reemployment commencement date
 service break
 severance date
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2.2
    
    Crediting of Hours of Service
  (a)
    
    Each hour for which he is paid, or entitled to payment, for the performance of duties for an
Employer, a Predecessor Employer, or a Related Company during the applicable period; provided,
however, that hours compensated at a premium rate shall be treated as straight-time hours.(b)
    
    Subject to the provisions of Section 2.3, each hour for which he is paid, or entitled to
payment, by an Employer, a Predecessor Employer, or a Related Company 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), lay-off, jury duty, military duty, or leave of absence.(c)
    
    Each hour for which he would have been scheduled to work for an Employer, a Predecessor
Employer, or a Related Company during the period that he is absent from work because of
service with the armed forces of the United States provided he is eligible for reemployment
rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and returns
to work with an Employer or a Related Company within the period during which he retains such
reemployment rights; provided, however, that the same Hour of Service shall not be credited
under paragraph (b) of this Section and under this paragraph (c).(d)
    
    Each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of
this Section, as the case may be, and under this paragraph (d); and provided, further, that
the crediting of Hours of Service for back pay awarded or agreed to with respect to periods
described in such paragraph (b) shall be subject to the limitations set forth therein and in
Section 2.3.
  2.3
    
    Limitations on Crediting of Hours of Service
  (a)
    
    An hour for which an Employee is directly or indirectly paid, or entitled to payment, on
account of a period during which no duties are performed shall not be credited to him if such
payment is made or due under a plan maintained solely for the purpose of complying with
applicable workers compensation, unemployment compensation, or disability insurance laws.
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(b)
    
    Hours of Service shall not be credited with respect to a payment which solely reimburses an
Employee for medical or medically-related expenses incurred by him.(c)
    
    A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a
Related Company (i) regardless of whether such payment is made by or due from such employer
directly or indirectly, through (among others) a trust fund or insurer to which any such
employer contributes or pays premiums, and (ii) regardless of whether contributions made or
due to such trust fund, insurer, or other entity are for the benefit of particular Employees
or are on behalf of a group of Employees in the aggregate.(d)
    
    No more than 501 Hours of Service shall be credited to an Employee on account of any single
continuous period during which he performs no duties (whether or not such period occurs in a
single computation period), unless no duties are performed due to service with the armed
forces of the United States for which the Emlpoyee retains reemployment rights as provided in
Section 2.2(c).
 2.4
    
    Department of Labor Rules
  2.5
    
    Crediting of Continuous Service
  2.6
    
    Eligibility Service
  2.7
    
    Vesting Service
  (a)
    
    An Employee shall be credited with Vesting Service equal to his continuous service. Vesting
Service shall be computed to the nearest 1/12th of a year
 Page 12




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treating each calendar month or portion of a calendar month in which an Employee is
credited with continuous service as 1/12th year of Vesting Service.
 (b)
    
    Notwithstanding the provisions of paragraph (a), continuous service completed by an
Employee prior to a severance date shall not be included in determining the Employees years
of Vesting Service unless:
 (i)
    
    the Employee has a reemployment commencement date within the
12-consecutive-month period following the severance date,(ii)
    
    the Employee completes 12-consecutive months of continuous service after
the severance date and the Employee had a nonforfeitable right to any portion of his
Account, excluding that portion of his Account that is attributable to After-Tax or
Rollover Contributions, as of the severance date, or(iii)
    
    the Employee completes 12-consecutive months of continuous service after
the severance date and the Employees service break is less than the greater of 5
years or his period of continuous service determined as of his severance date;
provided, however, that solely for purposes of applying this paragraph, if an Employee
is on a maternity/paternity absence beyond the first anniversary of the first day of
such absence, his severance date shall be the second anniversary of the first day of
such maternity/paternity absence.
 (c)
    
    Vesting service shall include Years of Service credited to a former FCE Participant under the
FCE Plan.
 2.8
    
    Exclusion of Vesting Service Earned Following a Break for Determining Vested Interest in
Prior Account
  2.9
    
    Crediting of Service on Transfer or Amendment
  Page 13




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ARTICLE III
ELIGIBILITY
 3.1
    
    Eligibility
   3.2
    
    Transfers of Employment
  3.3
    
    Reemployment
  3.4
    
    Notification Concerning New Eligible Employees
  3.5
    
    Effect and Duration
  Page 14




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ARTICLE IV
401(K) CONTRIBUTIONS
 4.1
    
    401(k)Contributions
   4.2
    
    Amount of401(k)Contributions
  4.3
    
    Roth401(k)Contributions
  4.4
    
    Catch-Up401(k)Contributions
  Page 15




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4.5
    
    Automatic Enrollment
        Page 16




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4.6
    
    Notice of Automatic Enrollment
   4.7
    
    Contributions Limited to Effectively Available Compensation
  4.8
    
    Amendments to Reduction Authorization
  Page 17




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4.9
    
    Suspension of401(k)Contributions
  4.10
    
    Resumption of401(k)Contributions
  4.11
    
    Delivery of401(k)Contributions
  4.12
    
    Vesting of401(k)Contributions
  Page 18




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ARTICLE V
AFTER-TAX AND ROLLOVER CONTRIBUTIONS
 5.1
    
    After-Tax Contributions
  5.2
    
    Rollover Contributions
   5.3
    
    Direct Rollovers to Plan
  
    
    a qualified plan described in Code Section 401(a) or 403(a), including amounts
attributable to designated Roth contributions, as described in Code Section 402A
    
    an annuity contract described in Code Section 403(b), excluding amounts attributable to
designated Roth contributions, as described in Code Section 402A, and after-tax employee
contributions
    
    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
    
    an individual retirement account or annuity described in Code Section 408(a) or 408(b),
excluding amounts attributable to designated Roth contributions, as described in Code
Section 402A, and after-tax employee contributions
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5.4
    
    Participant Rollovers to Plan
  
    
    a qualified plan described in Code Section 401(a) or 403(a), excluding amounts
attributable to designated Roth contributions, as described in Code Section 402A, or
after-tax employee contributions
    
    an annuity contract described in Code Section 403(b), excluding amounts attributable to
designated Roth contributions, as described in Code Section 402A, or after-tax employee
contributions
    
    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
    
    an individual retirement account or annuity described in Code Section 408(a) or 408(b),
excluding amounts attributable to designated Roth contributions, as described in Code
Section 402A, and after-tax employee contributions
  5.5
    
    Restrictions on Rollover Contributions
  
    
    the Plan shall not accept a Rollover Contribution of any promissory note attributable
to a plan loan
    
    a direct rollover from a qualified plan may not include after-tax employee
contributions
    
    a participant rollover may not include designated Roth contributions, as described in
Code Section 402A, or after-tax employee contributions
 5.6
    
    Treatment of Designated Roth Contributions that are Rolled Over to the Plan
  Page 20




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5.7
    
    Vesting of After-Tax Contributions and Rollover Contributions
  Page 21




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ARTICLE VI
EMPLOYER CONTRIBUTIONS
 6.1
    
    Contribution Period
  (a)
    
    The Contribution Period for Regular Matching Contributions under the Plan is each payroll
period.(b)
    
    The Contribution Period for Nonelective Contributions under the Plan is each Plan Year.(c)
    
    The Contribution Period for Safe Harbor Nonelective Contributions is each Plan Year.
 6.2
    
    Nonelective Contributions
  6.3
    
    Allocation of Nonelective Contributions
  6.4
    
    Qualified Nonelective Contributions
   Page 22




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##### 



6.5
    
    Amount and Allocation of Regular Matching Contributions
   6.6
    
    Limits on Matching Contributions
  (a)
    
    401(k) Contributions that exceed 6 percent of the Eligible Employees Compensation for the
Contribution Period, excluding any Compensation earned by the Eligible Employee during the
Contribution Period, but prior to the date on which the Employee first became an Eligible
Employee are excluded from the match(b)
    
    Catch-Up 401(k) Contributions are excluded from the match
 Page 23




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##### 



6.7
    
    Qualified Matching Contributions
   (a)
    
    The QMAC limit applicable to an Eligible Employee means the greatest of (1) 5 percent of
the Eligible Employees Compensation, (2) the Eligible Employees 401(k) Contributions for the
Plan Year, or (3) 2 times the representative match rate multiplied by the Eligible
Employees 401(k) Contributions for the Plan Year.(b)
    
    The representative match rate means the lowest match rate for any Eligible Employee who
is not a Highly Compensated Employee for the Plan Year and who is in either (1) a
determination group consisting of 1/2 of all Eligible Employees during the Plan Year who are
not Highly Compensated Employees for the Plan Year or (2) the group consisting of all Eligible
Employees who are employed by an Employer or a Related Company on the last day of the Plan and
who are not Highly Compensated Employees for the Plan Year, whichever would provide the
greater representative rate.(c)
    
    A match rate means the Matching Contributions made on behalf of an Eligible Employee for
the Plan Year divided by the Eligible Employees 401(k) Contributions for the Plan Year;
provided, however, that if Matching Contributions are made at different rates for different
levels of Compensation, the match rate shall be determined assuming 401(k) Contributions
equal to 6 percent of test compensation, as defined in Section 7.1.
 6.8
    
    Amount and Allocation of Safe Harbor Nonelective Contributions
  6.9
    
    Verification of Amount of Employer Contributions by the Sponsor
  Page 24




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##### 



6.10
    
    Payment of Employer Contributions
    6.11
    
    Allocation Requirements for Employer Contributions
  (a)
    
    A person who was an Eligible Employee during a Contribution Period shall be eligible to
receive an allocation of Nonelective Contributions for such Contribution Period only if (i) he
is employed by an Employer or a Related Company on the last day of the Contribution Period and
(ii) he has completed at least 1 Hours of Service during the Contribution Period. The number
of Hours of Service required to receive an allocation of Nonelective Contributions hereunder
shall be pro-rated for any short Contribution Period.(b)
    
    A person who was an Eligible Employee at any time during a Contribution Period shall be
eligible to receive an allocation of Regular Matching Contributions for such Contribution
Period.(c)
    
    A person who was an Eligible Employee at any time during a Contribution Period shall be
eligible to receive an allocation of Safe Harbor Nonelective Contributions for such
Contribution Period.
 6.12
    
    Exceptions to Allocation Requirements for Employer Contributions
  Page 25




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##### 



6.13
    
    Vesting of Employer Contributions
   Years of Vesting Service
    
    Vested InterestLess than 1
    
    0%1, but less than 2
    
    33.33%2, but less than 3
    
    66.66%3 or more
    
    100%
 6.14
    
    100% Vesting Events
  6.15
    
    Election of Former Vesting Schedule
  Page 26




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##### 



6.16
    
    Forfeitures to Reduce Employer Contributions
  Page 27




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##### 



ARTICLE VII
LIMITATIONS ON CONTRIBUTIONS
 7.1
    
    Definitions
  annual addition
 (a)
    
    all employer contributions allocated to the Participants account under any qualified defined
contribution plan maintained by an Employer or a Related Company, including elective
contributions and amounts attributable to forfeitures applied to reduce the employers
contribution obligation, but excluding catch-up contributions(b)
    
    all employee contributions allocated to the Participants account under any qualified
defined contribution plan maintained by an Employer or a Related Company or any qualified
defined benefit plan maintained by an Employer or a Related Company if separate accounts are
maintained under the defined benefit plan with respect to such employee contributions(c)
    
    all forfeitures allocated to the Participants account under any qualified defined
contribution plan maintained by the Employer or a Related Company(d)
    
    all amounts allocated to an individual medical benefit account, as described in Code Section
415(l)(2), established for the Participant as part of a pension or annuity plan maintained by
the Employer or a Related Company(e)
    
    if the Participant is a key employee, as defined in Code Section 419A(d)(3), all amounts
derived from contributions paid or accrued after December 31, 1985, in taxable years ending
after that date, that are attributable to post-retirement medical benefits allocated to the
Participants separate account under a welfare benefit fund, as defined in Code Section
419(e), maintained by the Employer or a Related Company(f)
    
    all allocations to the Participant under a simplified employee pension
 catch-up contribution
 elective contribution
 Page 28




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##### 



elective 401(k) contribution
 employee contribution
 excess deferral
 415 compensation
 Page 29




---



##### 



1 2
   Page 30




---



##### 



gap period
 limitation year
 7.2
    
    CodeSection 402(g)Limit
    Page 31




---



##### 



7.3
    
    Distribution of Excess Deferrals
   7.4
    
    Determination of Income or Loss
  7.5
    
    Deemed Satisfaction of the Limitations on401(k)Contributions and Matching Contributions of
Highly Compensated Employees
    Page 32




---



##### 




    
    The rate of Matching Contributions made on behalf of an Eligible Employee shall not
increase as the Eligible Employees 401(k) Contributions increase.
    
    No Matching Contributions shall be made with respect to an Eligible Employees 401(k)
Contributions in excess of 6% of the Eligible Employees Compensation .
    
    The ratio of Matching Contributions made with respect to the 401(k) Contributions of
each Highly Compensated Employee for the Plan Year shall not be greater than the ratio of
Matching Contributions made with respect to the 401(k) Contributions of each non-Highly
Compensated Employee who has made 401(k) Contributions for the Plan Year at the same
percentage of Compensation for the Plan Year as such Highly Compensated Employee. For this
purpose, if a Highly Compensated Employee participates in another qualified defined
contribution plan that provides for matching contributions simultaneously with his
participation in the Plan, the matching contributions, employee contributions that
have been matched, and elective 401(k) contributions made on behalf of such Highly
Compensated Employee under such other plan while he was also an Eligible Employee under
the Plan shall be aggregated with the Matching Contributions and 401(k) Contributions made
under the Plan. Employee contributions under such other plan that have been matched
shall be
aggregated with the Highly Compensated Employees 401(k) Contributions for purposes of
applying the limitation contained in this paragraph.
    
    Regular Matching Contributions made with respect to 401(k) Contributions made during a
Plan Year quarter shall be contributed no later than the last day of the immediately
following Plan Year quarter.
  Page 33




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##### 



7.6
    
    Notice Requirements for Safe Harbor Nonelective Contributions
   (a)
    
    for an Employee who is an Eligible Employee 90 days before the beginning of the Plan Year,
within the period beginning 90 days and ending 30 days before the beginning of the Plan Year,
or(b)
    
    for an Employee who becomes an Eligible Employee after that date, within the period beginning
90 days before the date he becomes an Eligible Employee and ending on the date such Employee
becomes an Eligible Employee.
  7.7
    
    Code Section 415 Limitations on Crediting of Contributions and Forfeitures
    Page 34




---



##### 



7.8
    
    Application of Code Section 415 Limitations Where Participant is Covered Under Other
Qualified Defined Contribution Plan
  Page 35




---



##### 



7.9
    
    Scope of Limitations
  Page 36




---



##### 



ARTICLE VIII
TRUST FUNDS AND ACCOUNTS
 8.1
    
    General Fund
  8.2
    
    Investment Funds
   8.3
    
    Loan Investment Fund
  8.4
    
    Income on Trust
  8.5
    
    Accounts
  Page 37




---



##### 



8.6
    
    Sub-Accounts
  Page 38




---



##### 



ARTICLE IX
LIFE INSURANCE CONTRACTS
 9.1
    
    No Life Insurance Contracts
  Page 39




---



##### 



ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
 10.1
    
    Future Contribution Investment Elections
  10.2
    
    Deposit of Contributions
  10.3
    
    Election to Transfer Between Funds
   Page 40




---



##### 



10.4
    
    404(c)Protection
   10.5
    
    Voting and Tendering Employer Stock
   Page 41




---



##### 



Page 42




---



##### 



ARTICLE XI
CREDITING AND VALUING ACCOUNTS
 11.1
    
    Crediting Accounts
  11.2
    
    Valuing Accounts
  11.3
    
    Plan Valuation Procedures
  (a)
    
    First, the value of the Trust Fund shall be determined by valuing all of the assets of the
Trust Fund at fair market value.(b)
    
    Next, the net increase or decrease in the value of the Trust Fund attributable to net income
and all profits and losses, realized and unrealized, during the valuation period shall be
determined on the basis of the valuation under paragraph (a) taking into account appropriate
adjustments for contributions, loan payments, and transfers to and distributions, withdrawals,
loans, and transfers from such Trust Fund during the valuation period.(c)
    
    Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among
Accounts in the Trust Fund in the ratio of the balance of the portion of such Account in the
Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and
transfers from such Account balance in the Trust Fund since the Valuation Date to the
aggregate balances of the portions of all Accounts in the Trust Fund similarly adjusted, and
each Account in the Trust Fund shall be credited or charged with the amount of its allocated
share.
 Page 43




---



##### 



11.4
    
    Unit Accounting Permitted
  11.5
    
    Finality of Determinations
  11.6
    
    Notification
  Page 44




---



##### 



ARTICLE XII
LOANS
 12.1
    
    Application for Loan
  12.2
    
    Collateral for Loan
     12.3
    
    Reduction of Account Upon Distribution
  Page 45




---



##### 



12.4
    
    Legal Requirements Applicable to Plan Loans
  (a)
    
    The amount of any loan to a Participant (when added to the outstanding balance of all other
loans to the Participant from the Plan or any other plan maintained by an Employer or a
Related Company) shall not exceed the lesser of:
 (i)
    
    $50,000, reduced by the excess, if any, of the highest outstanding balance of
any other loan to the Participant from the Plan or any other plan maintained by an
Employer or a Related Company during the preceding 12-month period over the
outstanding balance of such loans on the date a loan is made hereunder; or(ii)
    
    50 percent of the vested portions of the Participants Account and his vested
interest under all other plans maintained by an Employer or a Related Company.
 (b)
    
    The term of any loan to a Participant shall be no greater than 5 years, except in the case of
a loan used to acquire any dwelling unit which within a reasonable period of time is to be
used (determined at the time the loan is made) as a principal residence (as defined under Code
Section 121) of the Participant.(c)
    
    Substantially level amortization shall be required over the term of the loan with payments
made not less frequently than quarterly. If a loan is made from a Participants Roth 401(k)
Contributions Sub-Account and from his other Sub-Accounts under the Plan, the level
amortization requirement shall be met with respect to both his Roth 401(k) Contributions
Sub-Account and his other Sub-Accounts. Notwithstanding the foregoing, if so provided in the
written guidelines applicable to Plan loans, the amortization schedule may be waived and
payments suspended while a Participant is on a leave of absence from employment with an
Employer or any Related Company (for periods in which the Participant does not perform
military service as described in paragraph (d) below), provided that all of the following
requirements are met:
 (i)
    
    Such leave is either without pay or at a reduced rate of pay that, after
withholding for employment and income taxes, is less than the amount required to be
paid under the amortization schedule;(ii)
    
    Payments resume after the earlier of (a) the date such leave of absence ends
or (b) the one-year anniversary of the date such leave began;(iii)
    
    The period during which payments are suspended does not exceed one year;(iv)
    
    Payments resume in an amount not less than the amount required under the
original amortization schedule; and
 Page 46




---



##### 



(v)
    
    The waiver of the amortization schedule does not extend the period of the
loan beyond the maximum period permitted under this Article.
 (d)
    
    If a Participant is absent from employment with any Employer or any Related Company for a
period during which he performs services in the uniformed services (as defined in chapter 45
of title 38 of the United States Code), whether or not such services constitute qualified
military service, the suspension of payments shall not be taken into account for purposes of
applying either paragraph (b) or paragraph (c) of this Section provided that all of the
following requirements are met:
 (i)
    
    Payments resume upon completion of such military service;(ii)
    
    Payments resume in an amount not less than the amount required under the
original amortization schedule and continue in such amount until the loan is repaid in
full;(iii)
    
    Upon resumption, payments are made no less frequently than required under
the original amortization schedule and continue under such schedule until the loan is
repaid in full; and(iv)
    
    The loan is repaid in full, including interest accrued during the period of
such military service, no later than the maximum period otherwise permitted under this
Article extended by the period of such military service.
 (e)
    
    The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance
with the provisions of this Section.(f)
    
    Subject to the requirements of the Servicemembers Civil Relief Act, the interest rate on any
loan to a Participant shall be a reasonable interest rate commensurate with current interest
rates charged for loans made under similar circumstances by persons in the business of lending
money.
 12.5
    
    Administration of Loan Investment Fund
  Page 47




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##### 



12.6
    
    Default
  12.7
    
    Deemed Distribution Under Code Section 72(p)
   12.8
    
    Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)
  Page 48




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##### 



12.9
    
    Special Rules Applicable to Loans
  (a)
    
    Maximum Number of Outstanding Loans: A Participant with an outstanding loan may not apply for
another loan until the existing loan is paid in full and may not refinance an existing loan or
obtain a second loan for the purpose of paying off the existing loan. The provisions of this
paragraph shall not apply to any loans made prior to the effective date of this amendment and
restatement or made under the provisions of a prior plan before the date such plan was merged
into the Plan or; provided, however, that any such loan shall be taken into account in
determining whether a Participant may apply for a new loan hereunder.(b)
    
    Pre-Payment Without Penalty: A Participant may pre-pay the full outstanding balance of any
loan hereunder prior to the date it is due without penalty.(c)
    
    Effect of Termination of Employment: Upon a Participants termination of employment, the
balance of any outstanding loan hereunder shall immediately become due and owing.(d)
    
    Roll Over of Loans Permitted: In accordance with rules prescribed by the Administrator, a
Participant may elect to roll over any loan note held pursuant to the provisions of this
Article to another qualified retirement plan that permits such rollovers.12.10
    
    Prior Loans
  Page 49




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##### 



ARTICLE XIII
WITHDRAWALS WHILE EMPLOYED
 13.1
    
    Non-Hardship Withdrawals of After-Tax Contributions
  13.2
    
    Non-Hardship Withdrawals of Rollover Contributions
  13.3
    
    Non-Hardship Withdrawals of Restricted Contributions
  
    
    his Pre-Tax 401(k) Contributions Sub-Account
    
    his Roth 401(k) Contributions Sub-Account
    
    his Safe Harbor Nonelective Contributions Sub-Account
 13.4
    
    Non-Hardship Withdrawals of Nonelective Contributions
  (a)
    
    He has attained age 59 1/2.13.5
    
    Non-Hardship Withdrawals of Matching Contributions
  (a)
    
    He has attained age 59 1/2.
 Page 50




---



##### 



13.6
    
    Overall Limitations on Non-Hardship Withdrawals
  (a)
    
    A Participant must apply for a non-hardship withdrawal such number of days prior to the date
as of which it is to be effective as the Administrator may prescribe.(b)
    
    Non-hardship withdrawals may be made effective as soon as administratively practicable after
the Administrators approval of the Participants withdrawal application.(c)
    
    The minimum non-hardship withdrawal that a Participant may make shall be $500.13.7
    
    Hardship Withdrawals
  
    
    his Pre-Tax 401(k) Contributions Sub-Account, excluding any income credited to such
Sub-Account.
    
    his Roth 401(k) Contributions Sub-Account, excluding any income credited to such
Sub-Account
    
    his After-Tax Contributions Sub-Account.
 13.8
    
    Hardship Determination
  (a)
    
    expenses previously incurred by or necessary to obtain for the Participant, the Participants
spouse (as defined in Section 15.4), or any dependent of the Participant (as defined in Code
Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) medical care
deductible under Code Section 213(d), determined without regard to whether the expenses exceed
any applicable income limit(b)
    
    costs directly related to the purchase (excluding mortgage payments) of a principal residence
for the Participant
 Page 51




---



##### 



(c)
    
    payment of tuition, related educational fees, and room and board expenses for the next 12
months of post secondary education for the Participant, or the Participants spouse (as
defined in Section 15.4), child or other dependent (as defined in Code Section 152, without
regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof)(d)
    
    payments necessary to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage on the Participants principal residence(e)
    
    payment of funeral or burial expenses for the Participants deceased parent, spouse (as
defined in Section 15.4), child or dependent (as defined in Code Section 152, without regard
to subsections (b)(1), (b)(2) and (d)(1)(B) thereof)(f)
    
    expenses for the repair of damage to the Participants principal residence that would qualify
for a casualty loss deduction under Code Section 165 (determined without regard to whether the
loss exceeds any applicable income limit)13.9
    
    Satisfaction of Necessity Requirement for Hardship Withdrawals
  (a)
    
    The withdrawal is not in excess of the amount of the immediate and heavy financial need of
the Participant.(b)
    
    The Participant has obtained all distributions, other than hardship distributions, and all
non-taxable loans currently available under all plans maintained by an Employer or any Related
Company.(c)
    
    The Participants 401(k) Contributions and the Participants elective contributions and
employee contributions, as defined in Section 7.1, under all other qualified and non
qualified deferred compensation plans maintained by an Employer or any Related Company shall
be suspended for at least 6 months after his receipt of the withdrawal.
  13.10
    
    Conditions and Limitations on Hardship Withdrawals
  (a)
    
    A Participant must apply for a hardship withdrawal such number of days prior to the date as
of which it is to be effective as the Administrator may prescribe.
 Page 52




---



##### 



(b)
    
    Hardship withdrawals may be made effective as soon as administratively practicable after the
Administrators approval of the Participants withdrawal application.(c)
    
    The minimum hardship withdrawal that a Participant may make shall be $500.(d)
    
    The amount of a hardship withdrawal may include any amounts necessary to pay any Federal,
state, or local income taxes or penalties reasonably anticipated to result from the
distribution.
 13.11
    
    Order of Withdrawal from a Participants Sub-Accounts
  Page 53




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##### 



ARTICLE XIV
TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE
 14.1
    
    Termination of Employment and Settlement Date
   (a)
    
    exhaustion of the Participants recall rights under the relevant collective
bargaining agreement;(b)
    
    expiration of a six-month period beginning on the date the Participant is laid off;
or(c)
    
    the Participants death, disability, retirement or other termination of employment.
 14.2
    
    Separate Accounting for Non-Vested Amounts
    P     =
    
    The Participants vested interest in his Employer Contributions Sub-Account
on the date distribution is to be made.AB =
    
    The balance of the Participants Employer Contributions Sub-Account as of
the Valuation Date immediately preceding the date distribution is to be made.
 Page 54




---



##### 



D  =
    
    The amount of all prior distributions from the Participants Employer
Contributions Sub-Account. Amounts deemed to have been distributed to a Participant
pursuant to Code Section 72(p), but which have not actually been offset against the
Participants Account balance shall not be considered distributions hereunder.
 14.3
    
    Disposition of Non-Vested Amounts
  (a)
    
    If the Participant has no vested interest in his Account upon the occurrence of his
Settlement Date or his vested interest in his Account as of the date of distribution does not
exceed $5,000, resulting in the distribution or deemed distribution to the Participant of his
entire vested interest in his Account, the non-vested balance in the Participants Employer
Contributions Sub-Account shall be forfeited and his Account closed as of (i) the
Participants Settlement Date, if the Participant has no vested interest in his Account and is
therefore deemed to have received distribution on that date, or (ii) the date actual
distribution is made to the Participant. The balance of a Participants Rollover Contributions
Sub-Account shall not be included in determining whether the Participants vested interest in
his Accounts exceeds $5,000.(b)
    
    If the Participants vested interest in his Account exceeds $5,000 and the Participant is
eligible for and consents in writing to a single sum payment of his vested interest in his
Account, the non-vested balance in the Participants Employer Contributions Sub-Account shall
be forfeited and his Account closed as of the date the single sum payment occurs, provided
that such distribution is made because of the Participants Settlement Date. A distribution is
deemed to be made because of a Participants Settlement Date if it occurs prior to the end of
the second Plan Year beginning on or after the Participants Settlement Date. The balance of a
Participants Rollover Contributions Sub-Account shall not be included in determining whether
the Participants vested interest in his Accounts exceeds $5,000.(c)
    
    If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance in the
Participants Employer Contributions Sub-Account shall continue to be held in such Sub-Account
and shall not be forfeited until the last day of the 5-year period beginning on his Settlement
Date, provided that the Participant is not reemployed by an Employer or a Related Company
prior to that date.
 14.4
    
    Treatment of Forfeited Amounts
  Page 55




---



##### 



14.5
    
    Recrediting of Forfeited Amounts
  (a)
    
    he returns to employment with an Employer or a Related Company before the end of the 5-year
period beginning on the date he received, or is deemed to have received, distribution of his
vested interest in his Account;(b)
    
    he resumes employment covered under the Plan before the end of the 5-year period beginning on
the date he is reemployed; and(c)
    
    if he received actual distribution of his vested interest in his Account, he repays to the
Plan the full amount of such distribution before the end of the 5-year period beginning on the
date he is reemployed.
   Page 56




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##### 



ARTICLE XV
DISTRIBUTIONS
 15.1
    
    Distributions to Participants
  15.2
    
    Special In-Service Distributions
  15.3
    
    Distributions to Beneficiaries
   15.4
    
    Code Section401(a)(9)Requirements
   (a)
    
    A Participants vested interest in his Account shall be distributed to the Participant no
later than the Participants Required Beginning Date.
 Page 57




---



##### 



(b)
    
    If a Participant dies on or after his Required Beginning Date, but before his vested interest
in his Account has been distributed in full, the remainder of the Participants vested Account
balance shall be distributed to the Participants Beneficiary in a single sum payment as soon
as reasonably practicable following the Participants death.(c)
    
    If a Participant dies before his Required Beginning Date and before his vested interest in
his Account has been distributed in full, the Participants vested Account balance shall be
distributed to the Participants Beneficiary in a single sum payment no later than the 5th
anniversary of the Participants death; provided, however, that if the Participants spouse
is his sole designated beneficiary with respect to all or any portion of the Participants
vested Account, the spouse may elect to postpone payment until December 31 of the calendar
year in which the Participant would have attained age 70 1/2, if later. The spouses
election to defer payment must be made no later than September 30 of the calendar year that
contains the 5th anniversary of the Participants death.If the Participants spouse is a sole designated beneficiary with respect to all or any
portion of the Participants interest and the spouse dies after the Participant but
before distribution to the spouse is made, the rules described above shall be applied
with respect to the interest for which the spouse was the sole designated beneficiary,
substituting the date of the spouses death for the date of the Participants death. A
Participants spouse qualifies as the Participants sole designated beneficiary if she
is entitled to the Participants entire vested interest in his Account or his entire vested
interest in a segregated portion of the Participants Account and no other designated
beneficiary is entitled to any portion of that interest unless the spouse dies prior to
receiving full distribution of that interest.(d)
    
    For purposes of this Section the following terms have the following meanings:
 (i)
    
    A Participants designated beneficiary means the individual who is the
Participants Beneficiary under Article XVII of the Plan and is the designated
beneficiary under Code Section 401(a)(9) and Treasury Regulations Section
1.401(a)(9)-4.(ii)
    
    A Participants spouse means the person of the opposite sex to whom the
Participant is married in a legal union between one man and one woman as husband and
wife.
 15.5
    
    Cash Outs and Participant Consent
  Page 58




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##### 



15.6
    
    Automatic Rollover of Mandatory Distributions
   15.7
    
    Required Commencement of Distribution
   Page 59




---



##### 



15.8
    
    Reemployment of a Participant
  15.9
    
    Restrictions on Alienation
  15.10
    
    Facility of Payment
   15.11
    
    Inability to Locate Payee and Non-Negotiated Checks
  Page 60




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##### 



15.12
    
    Distribution Pursuant to Qualified Domestic Relations Orders
   Page 61




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##### 



ARTICLE XVI
FORM OF PAYMENT
 16.1
    
    Form of Payment
  16.2
    
    Direct Rollover
   (a)
    
    An eligible retirement plan means any of the following: (i) an individual retirement
account described in Code Section 408(a), (ii) an individual retirement annuity described in
Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts
rollovers, (iv) a qualified trust described in Code Section 401(a) that accepts rollovers, (v)
an annuity contract described in Code Section 403(b), and (vi) an eligible plan under Code
Section 457(b) 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 that agrees to
separately account for amounts transferred into such plan from the Plan; provided, however,
that the portion of a Participants eligible rollover distribution that consists of his
After-Tax Contributions may only be transferred to an individual retirement account or annuity
described in Code Section 408(a) or (b) or to a qualified defined contribution plan described
in Code Section 401(a) or 403(a) that agrees to separately account for such contributions,
including separate accounting for the portion of such eligible rollover distribution that is
includible in income and the portion that is not includible in income and the portion of such
eligible rollover distribution that consists of his Roth 401(k) Contributions may only be
transferred to another designated Roth account under an applicable retirement plan described
in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A..(b)
    
    An eligible rollover distribution means any distribution of all or any portion of the
balance of a Participants Account; provided, however, that an eligible rollover distribution
does not include the following:
 (i)
    
    any distribution to the extent such distribution is required under Code
Section 401(a)(9).
 Page 62




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(ii)
    
    any hardship withdrawal made in accordance with the provisions of Article
XIII.
 (c)
    
    A qualified distributee means a Participant, his surviving spouse (as defined in Section
15.4), or his spouse or former spouse (as defined in Section 15.4) who is an alternate
payee under a qualified domestic relations order, as defined in Code Section 414(p).
 16.3
    
    Notice Regarding Form of Payment
  16.4
    
    Distribution in the Form of Employer Stock
  Page 63




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ARTICLE XVII
BENEFICIARIES
 17.1
    
    Designation of Beneficiary
   17.2
    
    Spousal Consent Requirements
  Page 64




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ARTICLE XVIII
ADMINISTRATION
 18.1
    
    Authority of the Sponsor
  (a)
    
    allocate any of the powers, authority, or responsibilities for the operation and
administration of the Plan (other than trustee responsibilities as defined in ERISA Section
405(c)(3)) among named fiduciaries; and(b)
    
    designate a person or persons other than a named fiduciary to carry out any of such powers,
authority, or responsibilities;
    Page 65




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18.2
    
    Discretionary Authority
  18.3
    
    Action of the Sponsor
  18.4
    
    Claims Review Procedure
   Page 66




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(a)
    
    the date on which the Claimants request was filed with the Sponsor; provided, however, that
the date on which the Claimants request for review was in fact filed with the Sponsor shall
control in the event that the date of the actual filing is later than the date stated by the
Claimant pursuant to this paragraph;(b)
    
    the specific portions of the denial of his claim which the Claimant requests the Sponsor to
review;(c)
    
    a statement by the Claimant setting forth the basis upon which he believes the Sponsor should
reverse the previous denial of his claim for benefits and accept his claim as made; and(d)
    
    any written material (offered as exhibits) which the Claimant desires the Sponsor to examine
in its consideration of his position as stated pursuant to paragraph (c) of this Section.
   18.5
    
    Special Rules Applicable to Claims Related to Investment Errors
  Page 67




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18.6
    
    Qualified Domestic Relations Orders
   18.7
    
    Indemnification
  18.8
    
    Prudent Man Standard of Care
  18.9
    
    Actions Binding
  Page 68




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ARTICLE XIX
AMENDMENT AND TERMINATION
 19.1
    
    Amendment by Plan Sponsor
  19.2
    
    Amendment by Volume Submitter Practitioner
      Page 69




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(a)
    
    The specimen plan means the plan with respect to which the Internal Revenue Service has
issued an advisory letter to the volume submitter practitioner.(b)
    
    The volume submitter practitioner means Thompson Hine, LLP d/b/a Plan Document Systems.
 19.3
    
    Limitation on Amendment
  19.4
    
    Termination
  (a)
    
    As of the termination date, each Investment Fund shall be valued and all Accounts and
Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated
contributions or forfeitures being allocated as of the termination date in the manner
otherwise provided in the Plan. In determining the net worth of the Trust, there shall be
included as a liability such amounts as shall be necessary to pay all expenses in connection
with the termination of the Trust and the liquidation and distribution of the property of the
Trust, as well as other expenses, whether or not accrued, and shall include as an asset all
accrued income.(b)
    
    All Accounts shall then be disposed of to or for the benefit of each Participant or
Beneficiary in accordance with the provisions of Article XV as if the termination date were
his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if
the Plan does not offer an annuity option and if neither his Employer nor a Related Company
establishes or maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), the Participants written consent to
the commencement of distribution shall not be required regardless of the value of the vested
portions of his Account.(c)
    
    Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be
made to a Participant of any portion of the balance of his 401(k)
 Page 70




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Contributions Sub-Account on account of Plan termination (other than a distribution made in
accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless
(i) neither his Employer nor a Related Company establishes or maintains another defined
contribution plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a
simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined
in Code Section 408(p), a plan or contract that meets the requirements of Code Section
403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the
Plan is terminated or at any time during the period ending 12 months after distribution of
all assets from the Plan; provided, however, that this provision shall not apply if fewer
than 2% of the Eligible Employees under the Plan were eligible to participate at any time
in such other defined contribution plan during the 24 month period beginning 12 months
before the Plan termination, and (ii) the distribution the Participant receives is a lump
sum distribution as defined in Code Section 402(e)(4), without regard to clauses (I),
(II), (III), and (IV) of sub paragraph (D)(i) thereof.
  19.5
    
    Inability to Locate Payee on Plan Termination
  19.6
    
    Reorganization
  Page 71




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19.7
    
    Withdrawal of an Employer
  Page 72




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##### 



ARTICLE XX
ADOPTION BY OTHER ENTITIES
 20.1
    
    Adoption by Related Companies
  20.2
    
    Effective Plan Provisions
  Page 73




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ARTICLE XXI
MISCELLANEOUS PROVISIONS
 21.1
    
    No Commitment as to Employment
  21.2
    
    Benefits
  21.3
    
    No Guarantees
  21.4
    
    Expenses
   (a)
    
    Expenses incurred in connection with a determination that a domestic relations order received
for the Participant is a qualified domestic relations order under Code Section 414(p).
 21.5
    
    Precedent
  Page 74




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##### 



21.6
    
    Duty to Furnish Information
  21.7
    
    Merger, Consolidation, or Transfer of Plan Assets
  21.8
    
    Condition on Employer Contributions
  21.9
    
    Return of Contributions to an Employer
  (a)
    
    is made under a mistake of fact, or(b)
    
    is disallowed as a deduction under Code Section 404,
  21.10
    
    Validity of Plan
  Page 75




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##### 



21.11
    
    Trust Agreement
  21.12
    
    Parties Bound
  21.13
    
    Application of Certain Plan Provisions
  21.14
    
    Merged Plans
  21.15
    
    Transferred Funds
  Page 76




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##### 



21.16
    
    Veterans Reemployment Rights
   21.17
    
    Delivery of Cash Amounts
  21.18
    
    Written Communications
  21.19
    
    Trust to Trust Transfer
  Page 77




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##### 



21.20
    
    Plan Correction Procedures
   Page 78




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##### 



ARTICLE XXII
TOP-HEAVY PROVISIONS
 22.1
    
    Definitions
  compensation
 determination date
 key employee
 non-key employee
 permissive aggregation group
 required aggregation group
 top-heavy group
 top heavy plan
 Page 79




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##### 



valuation date
 22.2
    
    Applicability
  Page 80




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##### 



22.3
    
    Minimum Employer Contribution
   22.4
    
    Accelerated Vesting
  Page 81




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##### 



Years of Vesting Service
    
    Vested InterestLess than 1
    
    0%1, but less than 2
    
    33.33%2, but less than 3
    
    66.66%3 or more
    
    100%
 22.5
    
    Exclusion of Collectively-Bargained Employees
    ROBBINS & MYERS, INC.By:

/s/
Jeffrey L. HalseyJeffrey L. Halsey
Vice President, Human Resources Page 82




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##### 



FIRST ADDENDUM
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
        Page 83




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##### 



SECOND ADDENDUM
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
       deferral percentage
 
    
    401(k) Contributions, except as specifically provided below.
  
    
    401(k) Contributions that are distributed to a non-Highly Compensated Employee in accordance with
the provisions of Section 7.2 and 7.3 because they exceed the Code Section 402(g) limit
    
    contributions made to the Plan pursuant to Code Section 414(u) that are treated as 401(k)
Contributions
    
    Catch-Up 401(k) Contributions, except to the extent the Eligible Employees 401(k) Contributions
are re-characterized as Catch-Up 401(k) Contributions as a result of a failure to satisfy the
nondiscrimination requirements applicable to 401(k) Contributions
  Page 84




---



##### 



elective 401(k) contribution
 excess contribution
 qualified matching contribution
 qualified nonelective contribution
 test compensation
 Page 85




---



##### 



testing year
        Page 86




---



##### 



Page 87




---



##### 



Page 88




---



##### 



THIRD ADDENDUM
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
         Page 89




---



##### 



Page 90




---



##### 



Page 91




---



##### 



FOURTH ADDENDUM
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
         Page 92




---



##### 



Page 93




---



##### 



Years of Vesting Service
    
    Vested PercentageLess than 1
    
    0%1, but less than 2
    
    33 1/3%2, but less than 3
    
    66 2/3%3 or more
    
    100%
 Page 94




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##### 



FIFTH ADDENDUM
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
       Page 95




---



##### 



Years of Vesting Service
    
    Vested PercentageLess than 1
    
    0%1, but less than 2
    
    20%2, but less than 3
    
    40%3, but less than 4
    
    60%4, but less than 5
    
    80%5 or more
    
    100%
  Page 96




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##### 



FINAL 411(a) REGULATIONS COMPLIANCE APPENDIX
TO
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
   6.15
    
    Election of Former Vesting Schedule
  (a)
    
    In no event shall a Participants vested interest in his Account on the
effective date of the change in vesting schedule be less than his vested interest in
his Account immediately prior to the effective date of the amendment.(b)
    
    In no event shall a Participants vested interest in attributable to his
Account determined as of the later of (i) the effective date of such amendment or (ii)
the date such amendment is adopted, be determined on and after the effective date of
such amendment under a vesting schedule that is more restrictive than the vesting
schedule applicable to such Account immediately prior to the effective date of such
amendment.(c)
    
    Any Participant with 3 or more years of Vesting Service shall have a right to
have his vested interest in his Account (including amounts credited to such Account
following the effective date of such amendment) continue to be determined under the
vesting provisions in effect prior to the amendment rather than under the new vesting
provisions, unless the vested interest of the Participant in his Account under the
Plan as amended is not at any time less than such vested interest determined without
regard to the amendment. A Participant shall exercise his right under this Section by
giving written notice of his exercise thereof to the Administrator within 60 days
after the latest of (i) the date he receives notice of the amendment from the
Administrator, (ii) the effective date of the amendment, or (iii) the date the
amendment is adopted.
 Page 97




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##### 



415 COMPLIANCE APPENDIX
TO
ROBBINS & MYERS, INC. RETIREMENT SAVINGS PLAN
  
 1.
    
    Effective the first day of the first Plan Year beginning on or after July 1, 2007,
the definition of Compensation in Section 1.1 of the Plan is amended by the addition of the
following provisions at the end of such definition. This amendment shall have no effect on
amounts included as Compensation for periods prior to that date and shall not be construed as
creating an inference as to whether post-severance amounts were or were not included in
Compensation prior to that date.
  2.
    
    Effective beginning the first day of the first limitation year beginning on or
after July 1, 2007, the following replaces and supersedes the definition of annual addition
in Section7.1.
 annual addition
 (a)
    
    all employer contributions credited to the Participants account for the limitation year
under any qualified defined contribution plan maintained by an Employer or a Related Company,
including elective contributions (other than elective contributions to an eligible
deferred compensation plan under Code Section 457) and amounts attributable to forfeitures
applied to reduce the employers contribution obligation, but excluding catch-up
contributions
  Page 98




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##### 



(b)
    
    all employee contributions credited to the Participants account for the limitation year
under any qualified defined contribution plan maintained by an Employer or a Related Company
or any qualified defined benefit plan maintained by an Employer or a Related Company if either
separate accounts are maintained under the defined benefit plan with respect to such employee
contributions or such contributions are mandatory employee contributions within the meaning of
Code Section 411(c)(2)(C) (without regard to whether the plan is subject to the provisions of
Code Section 411)(c)
    
    all forfeitures credited to the Participants account for the limitation year under any
qualified defined contribution plan maintained by the Employer or a Related Company(d)
    
    all amounts credited for the limitation year to an individual medical benefit account, as
described in Code Section 415(l)(2), established for the Participant as part of a pension or
annuity plan maintained by the Employer or a Related Company(e)
    
    if the Participant is a key employee, as defined in Code Section 419A(d)(3), all amounts
derived from contributions paid or accrued after December 31, 1985, in taxable years ending
after that date, that are attributable to post-retirement medical benefits credited for the
limitation year to the Participants separate account under a welfare benefit fund, as
defined in Code Section 419(e), maintained by the Employer or a Related Company(f)
    
    all amounts credited to the Participant for the limitation year under a simplified employee
pension
    Page 99




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##### 



3.
    
    Effective beginning the first day of the first limitation year beginning on or
after July 1, 2007, the definition of 415 compensation in Section7.1of the Plan
is amended by the addition of the following provisions at the end of such definition.
 1 2
 
    
    would otherwise have been paid to the Participant in the course of his employment, 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,
and would have been included in the Participants 415 compensation if he had continued
in employment
    
    are received by the Participant pursuant to a non-qualified, unfunded deferred
compensation plan, but only if the Participant would have received such payments at the
same time if he had continued in employment and only to the extent the payments are
includable in the Participants gross income
   Page 100




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##### 



4.
    
    Effective beginning the first day of the first limitation year beginning on or
after July 1, 2007, the following replaces and supersedes Section 7.7 of the Plan.
    5.
    
    Effective beginning the first day of the first limitation year beginning on or
after July 1, 2007, the following replaces and supersedes Section 7.8 of the Plan.
   Page 101




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Page 102