Exhibit 10.41
 GRAPHIC PACKAGING
 RETIREMENT PLAN
 CORE DOCUMENT




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TABLE OF CONTENTS
 PREAMBLE
    
    
    1ARTICLE 1. DEFINITIONS
    
    
    2ARTICLE 2. BENEFIT AND PAYMENT PROVISIONS
    
    
    92.1 Participation
    
    
    92.2 Benefit Provisions
    
    
    92.3 Election of an Optional Form of Pension
    
    
    92.4 Beneficiary Designations
    
    
    122.5 Pension Payout Rules
    
    
    132.6 Distribution Limitation
    
    
    132.7 Suspension of Benefits
    
    
    152.8 Direct Rollovers
    
    
    16ARTICLE 3. GOVERNMENTAL RESTRICTIONS
    
    
    203.1 Maximum Annual Compensation Limitation
    
    
    203.2 Code Section 415 LimitationsMaximum Annual Pension
    
    
    213.3 Top-Heavy Provisions
    
    
    213.4 Limitation on Highly Compensated Employees and on High-25 Employees
    
    
    25ARTICLE 4. CONTRIBUTIONS
    
    
    284.1 Employer Contributions
    
    
    284.2 Return of Contributions
    
    
    284.3 Member Contributions
    
    
    28ARTICLE 5. ADMINISTRATION OF PLAN
    
    
    295.1 Appointment of Retirement Committee
    
    
    295.2 Administration of Retirement Committee
    
    
    295.3 Meetings
    
    
    295.4 Majority to Govern
    
    
    295.5 Compensation and Bonding
    
    
    305.6 Authority of Retirement Committee
    
    
    315.7 Prudent Conduct
    
    
    315.8 Actuary
    
    
    315.9 Service in More Than One Fiduciary Capacity
    
    
    325.10 Limitation of Liability
    
    
    325.11 Indemnification
    
    
    325.12 Expenses of Administration
    
    
    32ARTICLE 6. MANAGEMENT OF FUNDS
    
    
    336.1 Trustee
    
    
    336.2 Exclusive Benefit Rule
    
    
    336.3 Appointment of Investment Manager
    
    
    33




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ARTICLE 7. GENERAL PROVISIONS
    
    
    347.1 Nonalienation and Qualified Domestic Relations Orders
    
    
    347.2 Conditions of Employment Not Affected by Plan
    
    
    357.3 Facility of Payment
    
    
    357.4 Information
    
    
    357.5 Construction
    
    
    357.6 Prevention of Escheat
    
    
    367.7 Electronic Transmission of Notices to Members
    
    
    367.8 Limitation on Benefits In the Event of a Liquidity Shortfall
    
    
    367.9 Limitation Based on Funded Status of the Plan
    
    
    36ARTICLE 8. AMENDMENT, MERGER AND TERMINATION
    
    
    398.1 Amendment of Plan
    
    
    398.2 Merger or Consolidation
    
    
    398.3 Additional Participating Employers
    
    
    398.4 Termination of Plan
    
    
    40CERTAIN HISTORICAL PROVISIONS
    
    
    42




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GRAPHIC PACKAGING
RETIREMENT PLAN
 PREAMBLE
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ARTICLE 1. DEFINITIONS
 1.1
    
    Accrued Benefitmeans the benefit to which a Member is entitled under the Plan, as computed
in accordance with the provisions of the applicable Appendix as of the applicable date of
calculation.1.2
    
    Affiliated Employermeans any company which is (a) a member of a controlled group of
corporations (as defined in Section 414(b) of the Code), which also includes the Employer as a
member of such controlled group of corporations; (b) any trade or business under common
control (as defined in Section 414(c) of the Code) with the Employer; (c) any organization
(whether or not incorporated) which is a member of an affiliated service group (as defined in
Section 414(m) of the Code) which includes the Employer; and (d) any other entity required to
be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.
Notwithstanding the foregoing sentence, for purposes of Section 1.19, Leased Employee, the
definitions in Sections 414(b) and (c) of the Code shall be modified as provided in Section
415(h) of the Code.1.3
    
    Annuity Starting Datemeans, unless otherwise specified in an Appendix, the first day of the
first period for which an amount is paid as an annuity or any other form. However, the
Annuity Starting Date for a Member retired on a disability Pension continuing until his Normal
Retirement Date shall be his Normal Retirement Date.1.4
    
    Appendixmeans the separate provisions applicable to the various groups of Employees covered
by the Plan, as detailed below:
 (a)
    
    Appendix 1 means the provisions of the Plan contained in Appendix 1, which
covers non-union Employees.(b)
    
    Appendix 2 means the provisions of the Plan contained in Appendix 2, which
covers Employees employed at the Kalamazoo Board Mill or the Kalamazoo Carton Plant and
represented by the union identified in Appendix 2.(c)
    
    Appendix 3 means the provisions of the Plan contained in Appendix 3, which
covers Employees employed at the Menasha, Wisconsin Carton Plant or the Wausau,
Wisconsin Carton Plant and represented by the union identified in Appendix 3.(d)
    
    Appendix 4 means the provisions of the Plan contained in Appendix 4, which
covers Employees employed at the Charlotte, North Carolina Plant and represented by the
union identified in Appendix 4.(e)
    
    Appendix 5 means the provisions of the Plan contained in Appendix 5, which
covers Employees employed at the Gordonsville, Tennessee Plant and represented by the
union identified in Appendix 5.(f)
    
    Appendix 6 means the provisions of the Plan contained in Appendix 6, which
covered Employees employed at the Garden Grove, California Carton Plant who were
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represented by the union identified in Appendix 6. The Garden Grove, California
Carton Plant was closed effective April 21, 2004 and therefore there are no longer any
active employees covered by Appendix 6.(g)
    
    Appendix 7 means the provisions of the Plan contained in Appendix 7, which
covered Employees employed at the Perrysburg, Ohio, Facility who were represented by
the union identified in Appendix 7. The Perrysburg Ohio, Facility was closed effective
July 1, 2000 and therefore there are no longer any active employees covered by Appendix
7.(h)
    
    Appendix 8 means the provisions of the Plan contained in Appendix 8, which
covers Employees employed at the North Portland, Oregon Facility and represented by the
union identified in Appendix 8.(i)
    
    Appendix 9 means the provisions of the Plan contained in Appendix 9, which
covers Employees employed at the Menasha, Wisconsin Plant, the Wausau, Wisconsin Plant,
or the Newnan, Georgia, Plant and are represented by the union identified in Appendix
9. The Newnan, Georgia Plant was closed in July, 2002 and therefore there are no longer
any active employees covered by Appendix 9 at that location.(j)
    
    Appendix 10 means the provisions of the Plan contained in Appendix 10, which
covers Employees who formerly participated in the Universal Packaging Corporation
Pension Plan. Appendix 10 applies solely to benefits accrued under the Universal
Packaging Corporation Pension Plan prior to January 1, 2000. Employees covered under
the provisions of Appendix 10 accrue benefits for service rendered on and after January
1, 2000 under the provisions of Appendix 1.
 1.5
    
    Beneficiarymeans the person designated by the Member on the form provided by and filed with
the Retirement Committee to receive any benefit that becomes payable upon the Members death
in accordance with the provisions of Section 2.4.1.6
    
    Board of Directorsmeans on and after March 10, 2008, the Board of Directors of Graphic
Packaging Holding Company.1.7
    
    Codemeans the Internal Revenue Code of 1986, as amended and the regulations and rulings in
effect thereunder.1.8
    
    Core Documentmeans the provisions of the Plan, which are contained in this Section of the
Plan and which, together with the separate Appendices, comprise the Plan.1.9
    
    Effective Dateof this Plan means the original effective date of December 28, 1992. The
effective date of the Plan as amended and restated is January 1, 2009.1.10
    
    Eligible Employeemeans any Employee who is eligible to participate in the Plan under the
terms of the applicable Appendix. An Employee is deemed to be an Eligible Employee solely
with respect to the benefits provided under the applicable Appendix.
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1.11
    
    Employeemeans any individual who provides services to the Employer as a common law employee
and whose remuneration is subject to the withholding of federal income tax pursuant to Section
3401 of the Code. Notwithstanding the preceding sentence, the term Employee shall exclude:
 (a)
    
    any individual whose employment is subject to a collective bargaining
agreement between the Employer and a union that is not listed in an attached Appendix,(b)
    
    any individual who is first employed by the Employer prior to January 1, 2004
in employment not subject to a collective bargaining agreement listed in the
Appendices and who is not paid from the payroll processed from the Ceridian
Corporation as of August 8, 2003 or the date when first employed by the Employer, if
later,(c)
    
    any individual who is first employed by the Employer on or after January 1,
2004 in employment not subject to a collective bargaining agreement listed in the
Appendices unless such individual is assigned when first employed by the Employer to:
 (i)
    
    one of the following plant locations: Golden, CO Carton;
Centralia, IL Laminations; Centralia, IL Carton; Lawrenceburg, TN Carton; North
Portland, OR Carton; Tuscaloosa, AL Laminations; Wausau, WI Carton; Bow, NH
Carton; Charlotte, NC Carton; Fort Smith, AR Carton; Gordonsville, TN Carton;
Kalamazoo, MI Carton; Kalamazoo, MI Board Mill; Kendallville, IN Carton;
Lumberton, NC Carton; Menasha, WI Carton; Mitchell, SD Carton; Richmond, VA
Carton; Garden Grove, CA Carton; or(ii)
    
    either of the following divisions, but not a specified plant
location: Performance Packaging Division and Universal Packaging Division;
 (d)
    
    any individual (i) who provides services to the Employer under an agreement,
contract, or any other arrangement pursuant to which the individual is initially
classified as an independent contractor or (ii) whose remuneration for services has not
been treated initially as subject to the withholding of federal income tax pursuant to
Section 3401 of the Code even if the individual described in (i) or (ii) is
subsequently reclassified as a common law employee as a result of a final decree of a
court of competent jurisdiction or the settlement of an administrative or judicial
proceeding,(e)
    
    any Leased Employees, except solely for the purposes of applying the
nondiscrimination requirements of Section 414(n)(3) of the Code, Employee shall include
leased employees within the meaning of Section 414(n)(2) of the Code. Notwithstanding
the foregoing, if such leased employees constitute less than twenty percent of the
Employers or Affiliated Employers non-highly compensated workforce within the meaning
of Section 414(n)(5)(C)(ii) of the
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Code, Employee shall not include those leased employees covered by a plan described
in Section 414(n)(5) of the Code,
 (f)
    
    any individual covered by any other private qualified defined benefit
retirement plan contributed to by an Affiliated Employer for the period of such
coverage,(g)
    
    a non-resident alien who either (i) receives no earned income (within the
meaning of Section 911(d)(2) of the Code) from the Employer or any Affiliated
Employer that constitutes income from sources within the United States (within the
meaning of Section 861(a)(3) of the Code) or (ii) receives earned income from the
Employer or an Affiliated Employer that constitutes income from sources within the
United States, but such income is exempt from United States income tax by an income
tax treaty or convention,(h)
    
    any individual covered by the ACX Technologies, Inc. Retirement Plan for the
period such coverage is in effect, and(i)
    
    any individual employed by the Employer or an Affiliated Employer for the
period prior to the adoption of the Plan by the Employer or Affiliated Employer,
unless specifically provided otherwise in the Plan.
 The term employee as used in this Plan means any individual who is employed by the
Employer or an Affiliated Employer as a common law employee of the Employer or an Affiliated
Employer, regardless of whether the individual is an Employee and any Leased Employee.Each Appendix shall indicate the eligible Employees to which it applies.1.12
    
    Employermeans Graphic Packaging International, Inc. and any successor by merger, purchase or
otherwise with respect to its employees, or any other company participating in the Plan as
provided in Section 8.3 with respect to its employees.1.13
    
    Equivalent Actuarial Valuemeans equivalent value when determined on the basis of the
mortality table prescribed by Revenue Ruling 2001-62 and an interest rate of five percent per
year, compounded annually, except as otherwise specified in this Core Document or an
applicable Appendix.1.14
    
    ERISAmeans the Employee Retirement Income Security Act of 1974, as amended.1.15
    
    Fund(s)means the funds of the Plan maintained by the Trustee in accordance with the terms of
the Trust Agreement.1.16
    
    Hour of Servicemeans each hour of service as defined in the applicable Appendix.
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1.17
    
    IRS Interest Ratemeans, with respect to determining the amount of a benefit with an Annuity
Starting Date:
 (a)
    
    on and after January 1, 2007 and prior to January 1, 2008, the interest rate
prescribed under Section 417(e)(3)(A)(ii)(II) of the Code for the second full calendar
month preceding the applicable Stability Period;(b)
    
    on and after January 1, 2008 and prior to January 1, 2010, the interest rate
prescribed under Section 417(e)(3)(C) of the Code for the second full calendar month
preceding the applicable Stability Period; and(c)
    
    on and after January 1, 2010, the interest rate prescribed under Section
417(e)(3)(C) of the Code for the fifth full calendar month preceding the applicable
Stability Period.
 1.18
    
    IRS Mortality Tablemeans, with respect to determining the amount of a benefit with an
Annuity Starting Date:
 (a)
    
    prior to December 31, 2002, the mortality table prescribed under Section
417(e)(3)(A)(ii)(I) of the Code as in effect on the first day of the applicable
Stability Period;(b)
    
    on and after December 31, 2002 and prior to January 1, 2008, the mortality
table prescribed by Revenue Ruling 2001-62 as in effect on the first day of the
applicable Stability Period; and(c)
    
    on and after January 1, 2008, the mortality table prescribed under Section
417(e)(3)(B) of the Code as in effect on the first day of the applicable Stability
Period.
 1.19
    
    Leased Employeemeans any person (other than a common law employee of the Employer or an
Affiliated Employer) who performs services for the Employer or an Affiliated Employer provided
all of the following circumstances exist:
 (a)
    
    such services are provided pursuant to an agreement between an organization or
person (the leasing organization) and the Employer or Affiliated Employer,(b)
    
    such services have been performed for the Employer or an Affiliated Employer
(or for the Employer and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at least one
year, and(c)
    
    such services are performed under the primary direction or control of the
Employer or Affiliated Employer.
 1.20
    
    Membermeans any person included in the membership of the Plan, as provided in the applicable
Appendix.
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1.21
    
    Normal Retirement Datemeans the date identified in the applicable Appendix.1.22
    
    Pensionmeans the annual or monthly amount payable to a Member or his Beneficiary,
determined under the benefit formula specified in the applicable Appendix.1.23
    
    Plan Sponsormeans Graphic Packaging International, Inc. or any successor by merger, purchase
or otherwise.1.24
    
    Plan Yearmeans the calendar year.1.25
    
    Required Beginning Datemeans April 1 of the calendar year following the later of (a) the
calendar year in which the Member attains age 701/2 or (b) the calendar year in which the Member
retires; provided, however, that the Required Beginning Date for a Member who is a five
percent owner (as defined in Section 1.401(a)(9)-2, Q&A-2(c) of the U. S. Treasury Department
regulations) is April 1 of the calendar year following the calendar year in which the Member
attains age 701/2.1.26
    
    Retirement Committeemeans a committee composed of at least three persons named by the Board
of Directors to administer and supervise the Plan as provided in Article 5.1.27
    
    Spousal Consentmeans written consent given by a Members Spouse to an election made by the
Member which specifies the form of Pension and Beneficiary designated by the Member. Spousal
Consent shall be duly witnessed by a notary public or Plan representative, and shall
acknowledge the effect on the Spouse of the Members election. Once given, Spousal Consent
may not be revoked after the Annuity Starting Date. The requirement for Spousal Consent may
be waived by the Retirement Committee if it is established to its satisfaction that there is
no Spouse, or that the Spouse cannot be located, or because of such other circumstances as may
be established by applicable law. Spousal Consent shall be applicable only to the particular
Spouse who provides such consent.1.28
    
    Spousemeans a person of the opposite sex of the Member who is the Members husband or wife
as provided in the Defense of Marriage Act of 1996.1.29
    
    Stability Periodmeans the Plan Year in which occurs the Annuity Starting Date for the
distribution.1.30
    
    Statutory Compensationmeans compensation from the Employer or any Affiliated Employer as
defined in U.S. Treasury Department regulation section 1.415(c)-2(d)(4) (i.e., Information
required to be reported under Sections 6041, 6051 and 6052 of the Code (W-2 Pay) of the Code
plus amounts that would be included in wages but for an election under Section 125(a),
132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code). For Plan Years beginning
on or after July 1, 2007, the preceding definition of compensation shall be modified as
required under the provisions of U.S. Treasury Department regulation section 1.415(c)-2(e) and
shall include all amounts permitted to be recognized under the provisions of U.S. Treasury
Department regulation section 1.415(c)-2(e)(2) and (3) and, effective on and after January 1,
2009, U.S. Treasury regulation section 1.415(c)-2(e)(4). For purposes of applying the
top-heavy provisions under Section 3.3 and effective for Plan Years beginning on and after
July 1, 2007, for
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purposes of applying the maximum benefit limitations under
Section 3.2, Statutory Compensation shall not exceed the limitation on compensation under
Section 401(a)(17) of the Code.
 1.31
    
    Trust Agreementmeans the agreement between the Plan Sponsor and the Trustee establishing the
trust, and all amendments thereto.1.32
    
    Trusteemeans the trustee holding the Funds of the Plan as provided in Article 6.1.33
    
    Vesting Servicemeans the Employees period of service recognized as Vesting Service under
the provisions of the applicable Appendix.
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ARTICLE 2. BENEFIT AND PAYMENT PROVISIONS
 2.1
    
    ParticipationAn Employee shall become a Member of the Plan in accordance with the terms of the applicable
Appendix.2.2
    
    Benefit ProvisionsThe benefits provided under the Plan are set forth in the applicable Appendix.2.3
    
    Election of an Optional Form of PensionA Members election of an optional form of payment under an Appendix shall be subject to the
following provisions.
 (a)
    
    Election of Optional Forms.
 (i)
    
    Election. During the election period specified in
paragraph (c), a Member may elect to convert the Pension otherwise payable to
him into an optional Pension of Equivalent Actuarial Value, as provided in one
of the options specified in the applicable Appendix.(ii)
    
    Spousal Consent. A married Members election of any
option shall only be effective if Spousal Consent to the election is received
by the Retirement Committee, unless:
 (A)
    
    the option provides for monthly payments to his
Spouse for life after the Members death, in an amount equal to at
least 50%, but not more than 100%, of the monthly amount payable under
the option to the Member, and(B)
    
    the option is of Equivalent Actuarial Value to
the Qualified Joint and Survivor Annuity (as defined in the applicable
Appendix).
 (b)
    
    Notice. The Retirement Committee shall furnish to each Member a
written notice explaining in nontechnical language the terms and conditions of the
Pension payable to the Member in the optional forms described in the applicable
Appendix. Such explanation shall include a general description of the eligibility
conditions for, and the material features and relative values of, the optional forms of
Pensions under the Plan, any rights the Member may have to defer commencement of his
Pension, the consequences of the Members failure to defer, the requirement for Spousal
Consent as provided in paragraph (a)(ii), and the right of the Member to make, and to
revoke, elections under this Section. Generally, the notice shall be provided not less
than 30 days and no more than 90 days before the Members Annuity Starting Date,
provided, however, the notice may be furnished after the Annuity Starting Date.
Notwithstanding the preceding
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sentence, a Member may not elect an Annuity Starting Date
that precedes his receipt of the required notice referred to in this paragraph (b):
 (i)
    
    with respect to Appendices 1 and 10, unless the written notice
as described above was not provided on a timely basis (i) due to an
administrative error as determined by the Retirement Committee on a basis
uniformly applicable to all Members similarly situated, or (ii) due to an
involuntary termination of employment, and(ii)
    
    with respect to Appendices 2 through 9, if the Annuity Starting
Date occurs on or after July 1, 2010, unless the written notice as described
above was not provided on a timely basis (i) due to an administrative error
determined by the Retirement Committee on a basis uniformly applicable to all
Members similarly situated, or (ii) due to an involuntary termination of
employment.
 (c)
    
    Timing of Election. An election of an optional form shall be made on a
form provided by the Retirement Committee and may be made at any time during the period
beginning on the date the Member receives the notice and ending on the Members Annuity
Starting Date. Notwithstanding the foregoing, an election received after the Annuity
Starting Date shall be deemed to have been made within the election period if (i) the
written explanation described in paragraph (b) is provided to the Member at least 30
days before the Annuity Starting Date, (ii) the Members election is made and notarized
before the Annuity Starting Date, and (iii) the Members completed election form is
received by the Retirement Committee within 90 days after the date the written
explanation is provided to the Member.Notwithstanding the foregoing, a Member (i) whose employment is involuntarily
terminated by the Employer or (ii) whose receipt of the written notice was delayed
due to administrative error as provided under paragraph (b) above, or (iii) who is
entitled to a benefit under Appendices 2 through 9 and whose Annuity
Starting Date occurs prior to July 1, 2010, may affirmatively elect to have his
Pension commence sooner than 30 days following his receipt of the notice, provided
all of the following requirements are met:
 (i)
    
    the Retirement Committee clearly informs the Member that he has
a period of at least 30 days after receiving the notice to decide when to have
his benefits begin, and, if applicable, to choose a particular optional form of
payment;(ii)
    
    the Member affirmatively elects a date for his Pension to begin
and, if applicable, an optional form of payment, after receiving the notice;(iii)
    
    the Member is permitted to revoke his election until the later
of his Annuity Starting Date or at any time prior to the commencement of
benefit payments;
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(iv)
    
    payment does not commence sooner than seven days following the day after
the notice is received by the Member, nor more than 90 days following the day
after the notice is received by the Member (except that the 90-day period may
be extended due to administrative delay); and(v)
    
    in the event a Member elects an Annuity Starting Date that
precedes the date he received the notice (the retroactive Annuity Starting
Date) under the provisions of paragraph (b) above, the following requirements
are met:
 (A)
    
    with respect to an election made by a Member
who is involuntarily terminated by the Employer, the retroactive
Annuity Starting Date is within the 120-day period following the
Members termination of employment with the Employer and all Affiliated
Employers;(B)
    
    the Members benefit, including any interest
adjustment, must satisfy the provisions of Section 415 of the Code,
both at the retroactive Annuity Starting Date and at the actual
commencement date, except that if the form of payment is not subject to
the provisions of Section 417(e)(3) of the Code and payments commence
within 12 months of the Members retroactive Annuity Starting Date, the
provisions of Section 415 of the Code need only be satisfied as of the
retroactive Annuity Starting Date;(C)
    
    if payment is made in the form of an annuity
that is not subject to the provisions of Section 417(e)(3) of the Code,
a payment equal in amount to the sum of the monthly payments that the
Member would have received during the period commencing on his
retroactive Annuity Starting Date and ending with the month preceding
his actual commencement date, plus interest at the rate
of 120 percent of the mid-term Applicable Federal Rate for the first
month of the applicable Plan Year, compounded annually, shall be paid
to the Member on his actual commencement date;(D)
    
    Spousal Consent to the retroactive Annuity
Starting Date is required for such election to be effective unless:
 (I)
    
    the amount of the survivor
annuity payable to the Spouse determined as of the retroactive
Annuity Starting Date under the form elected by the Member is no
less than the amount the Spouse would have received under the
Qualified Joint and Survivor Annuity (as defined in the
applicable Appendix) if the date payments commence were
substituted for the retroactive Annuity Starting Date; or(II)
    
    the Members Spouse on his
retroactive Annuity Starting Date is not his Spouse on his
actual commencement date
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and is not treated as his Spouse under
a qualified domestic relations order; and
 (E)
    
    if the Member elects payment in the form of
payment subject to the provisions of Section 417(e)(3):
 (I)
    
    the monthly amount shall not be
less than the amount that would have been paid in the same form
on the retroactive Annuity Starting Date if the benefit amount
had been calculated using the IRS Interest Rate and the IRS
Mortality Table in effect on the actual commencement date; and(II)
    
    interest shall be credited in the
same manner as described under clause (C) above.
 (d)
    
    Revocation of Election. An election of an option under the applicable
Appendix may be revoked on a form provided by the Retirement Committee, and subsequent
elections and revocations may be made at any time during the election period described
above. An election of an optional benefit shall be effective on the Members Annuity
Starting Date and may not be modified after his Annuity Starting Date unless otherwise
provided in paragraph (c) above. A revocation of any election shall be effective when
the completed form is timely filed with the Retirement Committee. If a Member who has
elected an optional benefit dies before his Annuity Starting Date (or before the date
the election of the option becomes effective under paragraph (c)(iii) above, if later),
the election shall be revoked. If the Beneficiary designated under an option dies
before the Members Annuity Starting Date (or before the date the election of the option becomes
effective under paragraph (c)(iii) above, if later), the election shall be revoked.
 2.4
    
    Beneficiary Designations
 (a)
    
    Designation. Each Member may designate a primary beneficiary and a
contingent beneficiary to receive a death benefit that may become payable under this
Plan other than a death benefit payable only to a surviving Spouse. A designation of
anyone other than the Spouse as the sole Beneficiary shall not be effective unless the
Spouse consents in a writing that is witnessed by a notary public or Plan
representative. Beneficiary designations shall be made on forms furnished by the
Retirement Committee and shall become effective only when filed with the Retirement
Committee. Except as otherwise provided in the applicable Appendix, if the Member
survives all primary and contingent Beneficiaries or if the Member dies without a valid
beneficiary designation, any death benefits shall be paid to his surviving Spouse, or
if none, to his estate.(b)
    
    Proof of Death. A copy of the Members death certificate shall be
sufficient proof of death for purposes of this Plan, and the Retirement Committee shall
be fully protected in relying thereon. In the absence of a death certificate, the
Retirement
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Committee may rely on such other evidence of death as it deems
necessary or appropriate.(c)
    
    120-Hour Survival Requirement. A Beneficiary who does not
survive the Member by at least 120 hours shall be deemed to have predeceased the
Member. Any benefit payable to such Beneficiary shall be paid to the next designated
Beneficiary, or if there is no Beneficiary shall be paid pursuant to paragraph (a)
above.
 2.5
    
    Pension Payout Rules
 (a)
    
    Commencement of Payment. Except as otherwise provided in the
applicable Appendix, payment of a Members Pension shall begin as soon as
administratively practicable following the later of (i) the Members 65th birthday, or
(ii) the date he terminates service with the Employer and all Affiliated Employers (but
not more than 60 days after the close of the Plan Year in which the later of (i) or
(ii) occurs).(b)
    
    Mandatory Distribution Under Section 401(a)(9) of the Code.
Notwithstanding any provisions of the Plan to the contrary, a Members Pension shall
commence no later than his Required Beginning Date.
 2.6
    
    Distribution LimitationNotwithstanding any other provisions of the Plan, all distributions from the Plan shall
conform to the regulations issued under Section 401(a)(9) of the Code, including the
incidental death benefit provisions of Section 401(a)(9) of the Code. Further, such
regulations shall override any Plan provision that is inconsistent with Section 401(a)(9) of
the Code. If a Member dies after Pension payments have commenced, any payments
continuing on to his Spouse or Beneficiary shall be distributed at least as rapidly as under
the method of distribution being used as of the Members date of death. With respect
to distributions under the Plan made on or after January 1, 2001 (New Reg Effective Date)
for calendar years beginning on or after January 1, 2001 and prior to January 1, 2006, the
Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Code in
accordance with the regulations under Section 401(a)(9) of the Code that were proposed on
January 17, 2001 (the 2001 Proposed Regulations), notwithstanding any provision of the
Plan to the contrary. If the total amount of required minimum distributions made to a Member
for 2001 prior to the New Reg Effective Date are equal to or greater than the amount of
required minimum distributions determined under the 2001 Proposed Regulations, then no
additional distributions are required for such Member for 2001 on or after such date. If the
total amount of required minimum distributions made to a Member for 2001 prior to the New
Reg Effective Date are less than the amount determined under the 2001 Proposed Regulations,
then the amount of required minimum distributions for 2001 on or after such date will be
determined so that the total amount of required minimum distributions for 2001 is the amount
determined under the 2001 Proposed Regulations.
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With respect to Pensions commencing on or after January 1, 2006, the following rules shall
apply:
 (a)
    
    Any additional benefits accruing to a Member in a calendar year after the first
distribution calendar year will be distributed beginning as of the first payment
interval ending in the calendar year immediately following the calendar year in which
such amounts accrue.(b)
    
    If a Members Pension is being distributed in the form of a joint and survivor
annuity for the joint lives of the Member and a non-Spouse Beneficiary, annuity
payments to be made on or after the Members Required Beginning Date to the Beneficiary
after the Members death must not at any time exceed the applicable percentage of the
annuity payment for such period that would have been payable to the Member using the
table set forth in Q&A-2 of Section 1.401(a)(9)-6 of the U.S. Treasury Department
regulations. If the Annuity Starting Date occurs in a calendar year which precedes the
calendar year in which the Member reaches age 70, in determining the applicable
percentage, the Member/Beneficiarys age difference is reduced by the number of years
that the Member is younger than age 70 on the Members birthday in the calendar year
that contains the Annuity Starting Date.(c)
    
    If the Members Pension is being distributed in the form of a period certain
and life annuity option, the period certain may not exceed the applicable distribution
period for the Member under the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the U. S. Treasury Department regulations for the calendar year that
contains the Annuity Starting Date. If the Annuity Starting Date precedes the year in
which the Member reaches age 70, the applicable distribution period for the Member is
the distribution period for age 70 under the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the U. S. Treasury Department regulations plus the excess of
70 over the age of the Member as of the Members birthday in the year that contains the
Annuity Starting Date.(d)
    
    For purposes of this Section, the following definitions shall apply:
 (i)
    
    Beneficiary means an individual other than the Members
Spouse who is designated to receive survivor benefits under a joint and
survivor annuity or a period certain annuity as an optional form of payment.
Such Beneficiary shall constitute the designated beneficiary as such term is
used under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of
the U. S. Treasury Department regulations.(ii)
    
    Distribution calendar year means a calendar year for which a
minimum distribution is required. For distributions beginning before a
Members death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Members Required
Beginning Date.
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(iii)
    
    Life expectancy is life expectancy as computed using the Single
Life Table in Section 1.401(a)(9)-9 of the U. S. Treasury Department
regulations.
 2.7
    
    Suspension of Benefits
 (a)
    
    Suspension. Subject to the provisions of the applicable Appendix, a
Members benefits shall, for purposes of this Section 2.7, be deemed to have been
suspended for any month in which the Member remains employed after reaching his Normal
Retirement Date and before reaching his Required Beginning Date.Upon subsequent retirement, the late retirement benefit payable with respect to any
Member whose benefit has been suspended following his attainment of his Normal
Retirement Date shall be an immediate benefit beginning as of the first day of the
month following the Members late retirement date (unless the Member elects a later
commencement date) and shall be equal to the greater of (i) the amount determined in
accordance with the provisions of the applicable Appendix as of his late retirement
date, or (ii) an amount which is of Equivalent Actuarial Value to the benefit to
which the Member would have been entitled under the provisions of the applicable
Appendix if he had retired on his Normal Retirement Date, recomputed as of the first
day of each subsequent Plan Year (and as of his actual late retirement date) as if
each such date were the Members late retirement date. The resulting retirement
benefit shall then be reduced by the Equivalent Actuarial Value of any payments made
with respect to the Members retirement benefit after his Normal Retirement Date. In
the event the Member elects to defer payment beyond his late retirement date (but in
no event later than his Required Beginning Date), the Members benefit shall be of
Equivalent Actuarial Value to the benefit otherwise payable as of his late
retirement date.Benefits of a Member in pay status shall be suspended if the Member is
re-employed by the Employer or an Affiliated Employer but only for those calendar
months in which he completes at least 40 Hours of Service as an Eligible Employee.
Upon his subsequent retirement, his eligibility for a benefit and the amount of the
benefit shall be determined and calculated as if he were then first retired. In no
event shall such benefit be less than the benefit received by the Member upon his
original retirement. The benefit, as so determined, shall be reduced actuarially
for the amount of any benefits paid prior to his Normal Retirement Date by reason of
the previous retirement. If any payment that could have been suspended under this
Section is paid to the Member, subsequent benefit payments shall be offset by that
amount; provided however, that except for any offset applied to the initial payment
upon resumption of benefit payments, the offset will be spread over subsequent
payments so that no single monthly benefit payment is reduced by more than 25%.(b)
    
    Amount Suspended. The amount suspended shall be an amount equal to the
monthly benefit payment that would have otherwise been payable, but not more than would
have been payable as a single life annuity.
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(c)
    
    Resumption of Payment. If benefit payments have been suspended, then,
unless a Member elects a later commencement date pursuant to the provisions of the
applicable Appendix, payments shall resume no later than the first day of the third
calendar month in which the Employee ceases to be employed or, if earlier, the
Employees Required Beginning Date. The initial payment upon resumption shall include
(i) the payment scheduled to be made in the calendar month when payments resume and
(ii) any amounts withheld during the period between the cessation of employment and the
resumption of payments, less any offset provided under paragraph (a) above.(d)
    
    Exception; Waiver of Participation. A retired Member who is
re-employed as an Eligible Employee may elect to waive participation in the Plan with
the consent of his Spouse. All such waivers shall be in writing on a form furnished by
the Retirement Committee, and all spousal consents shall satisfy the requirements of
Section 2.3(a)(ii). Such a Member shall continue to receive his benefit payments and
shall accrue no additional benefits under the Plan. A Member who has waived
participation may later elect to participate if he then satisfies the requirements for
participation by filing a written notice with the Retirement Committee. His benefit
shall then be suspended under this Section 2.7 for each subsequent calendar month in
which he completes at least 40 Hours of Service as an Eligible Employee.
 2.8
    
    Direct Rollovers
 (a)
    
    Elective Rollovers. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributees election under this Section, a
distributee may elect, at the time and in the manner prescribed by the Retirement
Committee, to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.(b)
    
    Mandatory Rollovers. Notwithstanding any provision of the Plan to the
contrary, effective March 28, 2005 if the present value of the Members Accrued Benefit
amounts to at least $1,000 but not more than $5,000, and if the Member fails to make an
affirmative election to either receive the lump sum payment in cash or have it directly
rolled over to an eligible retirement plan pursuant to the provisions of paragraph (a)
within such election period as shall be prescribed by the Retirement Committee, the
Retirement Committee shall direct the Trustee to transfer such lump sum payment to an
individual retirement plan (within the meaning of Section 7701(a)(37) of the Code)
(IRA) selected by the Retirement Committee. The IRA shall be maintained for the
exclusive benefit of the Member on whose behalf such transfer is made. The transfer
shall occur as soon as practicable following the end of the election period. The funds in the IRA shall be
invested in an investment product designed to preserve principal and provide a
reasonable rate of return, whether or not such return is guaranteed, consistent with
liquidity, as determined from time to time by the Retirement Committee. In
implementing the provisions of this paragraph, the Retirement Committee shall:
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(i)
    
    enter into a written agreement with each IRA provider setting forth the
terms and conditions applicable to the establishment and maintenance of the
IRAs in conformity with applicable law;(ii)
    
    furnish Members with notice of the Plans automatic rollover
provisions, including, but not limited to, a description of the nature of the
investment product in which the assets of the IRA will be invested and how the
fees and expenses attendant to the IRA will be allocated, and a statement that
a Member may roll over the assets of the IRA to another eligible retirement
plan. Such notice shall be provided to Members in such time and form as shall
be prescribed by the Retirement Committee in accordance with applicable law;
and(iii)
    
    fulfill such other requirements of the safe harbor contained
in Department of Labor Regulation §2550.404a-2 and, if applicable, the
conditions of Department of Labor Prohibited Transaction Class Exemption
2004-16.
 (c)
    
    Definitions. The following definitions apply to the terms used in this
Section 2.8:
 (i)
    
    Eligible rollover distribution means 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:
 (A)
    
    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;(B)
    
    any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code;(C)
    
    any after-tax amount unless such amount is
rolled over or transferred (i.e., directly rolled) to an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code,
or, effective on or after January 1, 2008, a Roth individual retirement
account described in Section 408A(b) of the Code; or transferred (i.e.,
directly rolled over) to:
 (1)
    
    a qualified defined contribution
plan described in Section 401(a) of the Code;(2)
    
    effective on and after January 1,
2007, any qualified plan described in Section 401(a) of the
Code; or
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(3)
    
    effective on and after January 1, 2007, an annuity plan
described in Section 403(b) of the Code,
 provided that a plan described in subparagraph (1), (2) or (3)
agrees to separately account for such after-tax amount and earnings
thereon.
 (ii)
    
    Eligible retirement plan means any of the following types of
plans that accept the distributees eligible rollover distribution:
 (A)
    
    a qualified plan described in Section 401(a) of
the Code;(B)
    
    an annuity plan described in Section 403(a) of
the Code;(C)
    
    an individual retirement account or individual
retirement annuity described in Section 408(a) or 408(b) of the Code,
respectively;(D)
    
    effective January 1, 2002, an annuity contract
described in Section 403(b) of the Code;(E)
    
    effective January 1, 2002, an eligible plan
under Section 457(b) of the Code which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from this
Plan; and(F)
    
    effective January 1, 2008, a Roth IRA described
in Section 408A of the Code.
 (iii)
    
    Distributee means an employee or former employee. In
addition, solely for purposes of paragraph (a) above, the employees or former
employees surviving Spouse and 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; and(iv)
    
    Direct rollover means a payment by the Plan to the eligible
retirement plan specified by the distributee.
 (d)
    
    Non-Spouse Beneficiary Rollover. Notwithstanding any provision of this
Section to the contrary, effective as of January 1, 2010, the non-Spouse Beneficiary of
a deceased Member may elect, at the time and in the manner prescribed by the Retirement
Committee, to directly roll over any portion of a distribution that would constitute an
eligible rollover distribution if it were made to a Member, Spouse or alternate payee,
provided such direct rollover is made to an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in Section
408(b) of the Code, or a Roth IRA described in Section 408A of the Code (collectively,
IRA) that is established on behalf of the non-Spouse
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Beneficiary and that will be treated as an inherited IRA
pursuant to the provisions of Sections 402(c)(11) and 408(d)(3)(C)(ii) of the Code.
Distributions under this paragraph that would have been eligible rollover
distributions if made to a Member, surviving spouse or alternate payee will be
treated as eligible rollover distributions for all purposes under the Code,
regardless of whether the non-spouse Beneficiary elects to directly roll over such
distribution.
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ARTICLE 3. GOVERNMENTAL RESTRICTIONS
 3.1
    
    Maximum Annual Compensation LimitationIn addition to other applicable limitations set forth in the Plan, and notwithstanding any
other provision of the Plan to the contrary, the compensation taken into account for the
appropriate time period shall not exceed the compensation limit in effect for the calendar
year in which the time period begins. For Plan Years beginning before January 1, 1994, the
compensation limit is $200,000, as adjusted by the Secretary of the Treasury for
cost-of-living increases. For Plan Years beginning on or after January 1, 1994 and before
January 1 2002, the annual compensation limit is $150,000, as adjusted by the Secretary of
the Treasury for cost-of-living increases. For Plan Years beginning on and after January 1,
2002, the compensation limit is $200,000, as adjusted by the Secretary of the Treasury for
cost-of-living increases. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination period consists
of fewer than 12 months, the annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the denominator
of which is 12. Any reference in this Plan to the limitation under Section 401(a)(17) of
the Code shall mean the annual compensation limit set forth in this provision. If
compensation for any prior determination period is taken into account in determining an
employees benefits accruing in the current Plan Year, the compensation for that prior
determination period is subject to the annual compensation limit in effect for that prior
determination period. For purposes of determining benefit accruals in a Plan Year beginning
on or after January 1, 1994, but prior to January 1, 2002, compensation for any
determination periods beginning prior to the first Plan Year beginning on or after January
1, 1994 shall be limited to the annual compensation limit of $150,000. For purposes of
determining benefit accruals in Plan Years beginning on or after January 1, 2002,
compensation for any determination periods beginning prior to January 1, 2002 shall be
limited to the annual compensation limit of $200,000.Unless otherwise provided under the Plan, each Code Section 401(a)(17) employees accrued
benefit under this Plan will be the greater of the accrued benefit determined for the
employee under (a) or (b) below:
 (a)
    
    the employees accrued benefit determined with respect to the benefit formula
applicable for the Plan Year beginning on or after January 1, 1994, as applied to the
employees total years of service taken into account under the Plan for the purposes of
benefit accruals, or(b)
    
    the sum of:
 (i)
    
    the employees accrued benefit as of the last day of the last
Plan Year beginning before January 1, 1994, frozen in accordance with Treas.
Reg. § 1.401(a)(4)-13, and
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(ii)
    
    the employees accrued benefit determined under the benefit
formula applicable for the Plan Year beginning on or after January 1, 1994, as
applied to the employees years of service credited to the employee for Plan
Years beginning on or after January 1, 1994, for purposes of benefit accruals.
 A Code Section 401(a)(17) employee means an employee whose current accrued benefits as of a
date on or after the first day of the first Plan Year beginning on or after January 1, 1994,
is based on compensation for a year beginning prior to the first day of the first Plan Year
beginning on or after January 1, 1994, that exceeded $150,000.3.2
    
    Code Section 415 LimitationsMaximum Annual Pension
 (a)
    
    Maximum Pension. Notwithstanding any provisions of the Plan to the
contrary, the benefits accrued by and payable to or on behalf of a Member under the
Plan shall be subject to the maximum limitations set forth in Section 415 of the Code
and any regulations or rulings issued thereunder. The increased limitations of Section
415(b) of the Code effective on and after January 1, 2002 shall apply to all current
and former Members (with benefits limited by Section 415(b) of the Code) who have an
Accrued Benefit under the Plan immediately prior to January 1, 2002 (other than an
Accrued Benefit resulting from a benefit increase solely as a result of the increases
in limitations under Section 415(b) of the Code) and whose Annuity Starting Date occurs
on or after January 1, 2002.(b)
    
    Adjustment of Benefit and Maximum Dollar Limitation. If the benefit
payable under the Plan would (but for this Section) exceed the limitations of Section
415 of the Code by reason of a benefit payable under another defined benefit plan
aggregated with this Plan under Section 415(f) of the Code, the benefit under this Plan
shall be reduced only after all reductions have been made under such other plan. As of
January 1 of each calendar year beginning on or after January 1, 2002, the maximum
dollar limitation shall be adjusted as indexed. Such adjustment of the maximum dollar
limitation shall not apply to retired Members.(c)
    
    Limitation Year. For purposes of this Section 3.2, the limitation year
shall be the calendar year.(d)
    
    Definition of Compensation. The term compensation for purposes of
applying the applicable limitations under Section 415 of the Code with respect to any
Member shall mean Statutory Compensation.
 3.3
    
    Top-Heavy Provisions
 (a)
    
    Definitions. The following definitions apply to the terms used in this
Section:
 (i)
    
    Applicable Determination Date means the last day of the
preceding Plan Year;
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(ii)
    
    Applicable Valuation Date means the date within the preceding
Plan Year as of which annual Plan costs are or would be computed for minimum
funding purposes;(iii)
    
    Average Statutory Compensation means the average annual
Statutory Compensation of a Member for the five consecutive years of his
Vesting Service after December 31, 1983 during which he received the greatest
aggregate remuneration from the Employer or an Affiliated Employer, excluding
any Statutory Compensation for service after the last Plan Year with respect to
which the Plan is top-heavy;(iv)
    
    Key Employee means any employee or former employee (including
any deceased employee) who at any time during the Plan Year that includes the
applicable determination date was an officer of the Employer or an Affiliated
Employer having Statutory Compensation greater than $130,000 (as adjusted under
Section 416(i)(1) of the Code for Plan Years beginning after December 31,
2002), a 5-percent owner (as defined in Section 416(i)(1)(B)(i) of the Code) of
the Employer or an Affiliated Employer, or a 1-percent owner (as defined in
Section 416(i)(1)(B)(ii) of the Code) of the Employer or an Affiliated Employer
having Statutory Compensation greater than $150,000 (the determination of who
is a key employee shall be made in accordance with Section 416(i) of the Code
and the applicable regulations and other guidance of general applicability
issued thereunder);(v)
    
    Non-Key Employee means any employee who is not a Key
Employee;(vi)
    
    Permissive Aggregation Group means each plan in the Required
Aggregation Group and any other qualified plan(s) of the Employer or an
Affiliated Employer in which all members are non-key employees, if the
resulting aggregation group continues to meet the requirements of Sections
401(a)(4) and 410 of the Code.(vii)
    
    Required Aggregation Group means each other qualified plan
of the Employer or an Affiliated Employer (including plans that terminated
within the five-year period ending on the determination date) in which there
are members who are key employees or which enables the Plan to meet the
requirements of Section 401(a)(4) or 410 of the Code; and(viii)
    
    Top-Heavy Ratio means the ratio of (A) the present value of the cumulative
Accrued Benefits under the Plan for key employees to (B) the present value of
the cumulative Accrued Benefits under the Plan for all key employees and
non-key employees; provided, however, that if an individual has not performed
services for the Employer or any Affiliated Employer at any time during the
one-year period ending on the applicable determination date, any accrued
benefit for such individual (and the account of such individual) shall not be
taken into account; and provided further, that the present values of Accrued
Benefits under the Plan for an
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employee as of the applicable determination date shall be increased by the
distributions made with respect to the employee under the Plan and any plan
aggregated with the Plan under Section 416(g)(2) of the Code during the
one-year period (five-year period in the case of a distribution made for a
reason other than severance from employment, death, or disability) ending on
the applicable determination date and any distributions made with respect to
the employee under a terminated plan which, had it not been terminated,
would have been in the required aggregation group.
 (b)
    
    Determination of Top Heavy Status.
 (i)
    
    The Plan shall be top-heavy if, as of the Applicable
Determination Date, the Top-Heavy Ratio exceeds 60 percent. The Top-Heavy
Ratio shall be determined as of the Applicable Valuation Date in accordance
with Sections 416(g)(3) and (4)(B) of the Code on the basis of the interest
rate and mortality table used in the actuarial valuation for the Plan for the
applicable Plan Year.(ii)
    
    For purposes of determining whether the Plan is top-heavy, the
present value of accrued benefits under the Plan will be combined with the
present value of accrued benefits or account balances under each other plan in
the Required Aggregation Group. In the Employers discretion, accrued benefits
or account balances under each plan in the Required Aggregation Group may be
combined with the present value of accrued benefits or account balances under
any other qualified plan(s) in the Permissive Aggregation Group.(iii)
    
    The accrued benefit of a Non-Key Employee under the Plan or
any other defined benefit plan in the aggregation group shall be:
 (A)
    
    determined under the method, if any, that
uniformly applies for accrual purposes under all plans maintained by
the Employer or an Affiliated Employer, or(B)
    
    if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under
the fractional rule described in Section 411(b)(1)(C) of the Code.
 (c)
    
    Consequences of Being Top Heavy. The following provisions shall be
applicable to Members of Appendix 1 for any calendar year with respect to which the
Plan is top-heavy:
 (i)
    
    In lieu of the vesting requirements specified in Appendix 1, a
Member shall be vested in, and have a nonforfeitable right to, a percentage of
his Accrued Benefit determined in accordance with the provisions of Appendix 1
and subparagraph (ii) below, as set forth in the following vesting schedule:
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Years of Vesting Service
    
    Percentage VestedLess than 2 years 
2 years 
3 years 
4 years 
5 or more years
    
    0%
20%
40%
60%
100%
 (ii)
    
    The Accrued Benefit of a Member under Appendix 1 who is a
Non-Key Employee shall not be less than two percent of his Average Statutory
Compensation multiplied by the number of years of his Vesting Service, during
the calendar years for which the Plan is top-heavy, but not in excess of 10.
For purposes of the preceding sentence, years of Vesting Service shall be
disregarded to the extent that such years of Vesting Service occur during a
Plan Year when the Plan benefits (within the meaning of Section 410(b) of the
Code) no key employee or former key employee. Such minimum benefit shall be
payable at a Members Normal Retirement Date. If payments commence at a time
other than the Members Normal Retirement Date, the minimum Accrued Benefit
shall be of Equivalent Actuarial Value to such minimum benefit.
 (d)
    
    Cessation of Top Heavy Status. If the Plan is top-heavy with respect
to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, the following
provisions shall be applicable:
 (i)
    
    The Accrued Benefit in any such subsequent Plan Year shall not
be less than the minimum Accrued Benefit provided in subparagraph (c)(ii)
above, computed as of the end of the most recent Plan Year for which the Plan
was top-heavy.(ii)
    
    If a Member has completed three years of Vesting Service on or
before the last day of the most recent Plan Year for which the Plan was
top-heavy, the vesting schedule set forth in subparagraph (c)(i) above shall
continue to be applicable.(iii)
    
    If a Member has completed less than three years of Vesting
Service on or before the last day of the most recent Plan Year for which the
Plan was top-heavy, the vesting provisions of subparagraph (c)(i) shall
continue to be applicable to the portion of his Accrued Benefit determined as
of the last day of the Plan Year in which the Plan was top-heavy, and Section
5.5 of Appendix 1 shall again be applicable with respect to the remaining
portion of his Accrued Benefit; provided, however, that in no event shall the
vested percentage of such remaining portion be less than the percentage
determined under subparagraph (c)(i) above as of the last day of the most
recent Plan Year for which the Plan was top-heavy.
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3.4
    
    Limitation on Highly Compensated Employees and on High-25 Employees
 (a)
    
    When This Section Applies. The provisions of this Section shall apply:
 (i)
    
    in the event the Plan is terminated, to any Member who is a
Highly Compensated Employee or Highly Compensated Former Employee, and(ii)
    
    in any other event, to any Member who is one of the 25 Highly
Compensated Employees or Highly Compensated Former Employees of the Employer or
an Affiliated Employer with the greatest Statutory Compensation in any Plan
Year.
 The amount of the annual payments to any one of the Members to whom this Section
applies shall not be greater than the amount that would be paid on behalf of the
Member under a single life annuity that is of Equivalent Actuarial Value to the sum
of the Members accrued benefit and the Members other benefits under the Plan.
 (b)
    
    When This Section Does Not Apply. The provisions of this Section shall
not apply if:
 (i)
    
    after taking into account payment of all benefits payable to or
on behalf of the Member to whom this Section applies, the value of Plan
assets equals or exceeds 110 per cent of the value of current liabilities (as
that term is defined in Section 412(l)(7) of the Code) of the Plan,(ii)
    
    after taking into account the value of all benefits payable to
or on behalf of the Member to whom this Section applies is less than one per
cent of the value of current liabilities of the Plan, or(iii)
    
    the value of the benefits payable to or on behalf of the
Member to whom this Section applies does not exceed the amount described in
Section 411(a)(11)(A) of the Code.
 (c)
    
    Repayment of Lump Sum Distributions. To the extent permitted by law,
if any Member to whom subparagraph (a)(ii) applies elects to receive a lump sum payment
in lieu of his Pension and this Section is applicable, the Member shall be entitled to
receive his benefit in full. However, the Member must agree to repay to the Plan any
portion of the lump sum payment which would otherwise be restricted and must provide
adequate security to guarantee that repayment in accordance with rules established by
the Internal Revenue Service.(d)
    
    Termination of Plan. Notwithstanding the above, in the event the Plan
is terminated, the restrictions of this Section shall not be applicable if the benefits
payable to any Highly Compensated Employee and any Highly Compensated Former Employee
is limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the Code.
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(e)
    
    Definitions. For purposes this Section, the following terms shall have
the following meanings:
 (i)
    
    Highly Compensated Employee means for a Plan Year any
employee of the Employer or an Affiliated Employer (whether or not eligible for
membership in the Plan) who:
 (A)
    
    was a 5-percent owner (as defined in Section
416(i) of the Code) for such Plan Year or the prior Plan Year; or(B)
    
    for the preceding Plan Year received Statutory
Compensation in excess of $80,000, and was among the highest 20 percent
of employees for the preceding Plan Year when ranked by Statutory
Compensation paid for that year excluding, for purposes of determining
the number of such employees, such employees as the Retirement
Committee may determine on a consistent basis pursuant to Section
414(q) of the Code. The $80,000 dollar amount in the preceding
sentence shall be adjusted from time to time for cost of living in
accordance with Section 414(q) of the Code.Notwithstanding the foregoing, employees who are nonresident aliens
and who receive no earned income from the Employer or an Affiliated
Employer which constitutes income from sources within the United
States shall be disregarded for all purposes of this Section.The Employers top-paid election as described above, shall be used
consistently in determining Highly Compensated Employees for
determination years of all employee benefit plans of the Employer and
Affiliated Employers for which Section 414(q) of the Code applies
(other than a multiemployer plan) that begin with or within the same
calendar year, until such election is changed by Plan amendment in
accordance with IRS requirements. The $80,000 dollar amount in the
preceding sentence shall be adjusted from time to time for cost of
living in accordance with Section 414(q) of the Code.
 The provisions of this Section shall be further subject to such additional
requirements as shall be described in Section 414(q) of the Code and its
applicable regulations, which shall override any aspects of this Section
inconsistent therewith.(ii)
    
    Highly Compensated Former Employee means for a Plan Year any
former employee of the Employer or an Affiliated Employer who had terminated
employment prior to the Plan Year and who was a Highly
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Compensated Employee for either the year of termination or any Plan Year
ending on or after the employees 55th birthday.
 (f)
    
    When This Section is Ineffective. If it should subsequently be
determined by statute, court decision acquiesced in by the Commissioner of the Internal
Revenue Service, or ruling by the Commissioner of the Internal Revenue Service, that
the provisions of this Section are no longer necessary to qualify the Plan under the
Code, this Section shall be ineffective without the necessity of further amendment to
the Plan.
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ARTICLE 4. CONTRIBUTIONS
 4.1
    
    Employer ContributionsIt is the intention of the Employer to continue the Plan, make the contributions that are
necessary to maintain the Plan on a sound actuarial basis, and meet the minimum funding
standards prescribed by law. However, subject to the provisions of Article 8, the Employer
may discontinue its contributions for any reason at any time. Any forfeitures shall be used
to reduce the Employers contributions otherwise payable.4.2
    
    Return of Contributions
 (a)
    
    Employer contributions to the Plan are conditioned upon their deductibility
under Section 404 of the Code. If all or part of the Employers deductions for
contributions to the Plan are disallowed by the Internal Revenue Service, the portion
of the contributions to which that disallowance applies shall be returned to the
Employer without interest, but reduced by any investment loss attributable to those
contributions. The return shall be made within one year after the date of the
disallowance of deduction.(b)
    
    The Employer may recover without interest the amount of its contributions to
the Plan made on account of a mistake-of-fact, reduced by any investment loss
attributable to those contributions, provided recovery is made within one year after
the date of those contributions.
 4.3
    
    Member ContributionsNo contributions shall be accepted from any Member.
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ARTICLE 5. ADMINISTRATION OF PLAN
 5.1
    
    Appointment of Retirement CommitteeThe general administration of the Plan and the responsibility for
carrying out the provisions of the Plan shall be placed in a
Retirement Committee of not less than three nor more than seven
persons appointed from time to time by the Board of Directors to serve
at the discretion of the Board of Directors. Any person who is
appointed a member of the Retirement Committee shall signify his
acceptance by filing written acceptance with the Board of Directors
and the Secretary of the Retirement Committee. Any member of the
Retirement Committee may resign by delivering a written resignation to
the Board of Directors and the Secretary of the Retirement Committee.
The Retirement Committee shall be a named fiduciary within the
meaning of Section 402(a) of ERISA and shall carry out the duties of
the administrator of the Plan as imposed by ERISA.5.2
    
    Administration of Retirement CommitteeThe members of the Retirement Committee shall elect a Chairperson from their number and a
Secretary who may be, but need not be, one of the members of the Retirement Committee; may
appoint from their number such subcommittees with such powers as they shall determine; may
authorize one or more of their number or any agent to execute or deliver any instrument or
make any payment on their behalf; may retain counsel, employ agents and provide for such
clerical, accounting, consulting and actuarial services as they may require in carrying out
the provisions of the Plan; and may allocate among themselves or delegate to other persons
all or such portion of their duties under the Plan as they, in their sole discretion, shall
decide.5.3
    
    MeetingsThe Retirement Committee shall hold meetings upon such notice, at such place or places, and
at such times as it may from time to time determine.5.4
    
    Majority to GovernAny act which the Plan authorizes or requires the Retirement Committee to do may be done by
a majority of its members. The action of such majority expressed from time to time by a
vote at a meeting shall constitute the action of the Retirement Committee, and shall have
the same effect for all purposes as if assented to by all members of the Retirement
Committee serving at the time. Notwithstanding the foregoing, any action taken by the
Retirement Committee in writing without a meeting shall require the unanimous written
consent by all members of the Retirement Committee at the time in office.
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5.5
    
    Compensation and BondingNo member of the Retirement Committee shall receive any compensation from the Plan for his
services as such. Except as may otherwise be required by law, no bond or other security
need be required of any member in that capacity in any jurisdiction.
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5.6
    
    Authority of Retirement CommitteeSubject to the limitations of the Plan, the Retirement Committee shall establish rules for
the administration of the Plan and the transaction of its business. All actions of the
Retirement Committee shall be in accordance with the Retirement Committee Charter enacted by
the Board of Directors. The Retirement Committee shall maintain accounts reflecting the
financial transactions of the Plan, and shall recommend, implement and monitor investment
policy guidelines and objectives as approved by the Board of Directors. The Retirement
Committee shall submit a report periodically to the Board of Directors giving the status of
the Fund regarding the satisfaction of the investment objectives.The Retirement Committee shall have discretionary authority to determine eligibility for
benefits and to construe the terms of the Plan, which shall include, but not be limited to,
determination of:
 (a)
    
    an individuals eligibility for Plan participation,(b)
    
    the right to and amount of any benefit payable under the Plan, and(c)
    
    the date on which any individual ceases to be a Member.
 The Retirement Committee shall have discretionary authority to decide disputed claims in
accordance with its interpretation of the terms of the Plan. The determination of the
Retirement Committee as to any disputed question or claim shall be conclusive and final.5.7
    
    Prudent ConductThe members of the Retirement Committee shall use that degree of care, skill, prudence and
diligence that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of a similar situation.5.8
    
    ActuaryThe Retirement Committee shall maintain such data as may be necessary
for actuarial valuations of the liabilities of the Plan. At the
request of the Board of Directors, the Retirement Committee shall
submit a report each year to the Board of Directors, giving a brief
account of the operation of the Plan during the past year, and a copy
of that report shall be filed in the office of the Plan, where it
shall be open to inspection by any Member of the Plan. As an aid to
the Retirement Committee in fixing the rate of contributions payable
to the Plan, the actuary designated by the Retirement Committee shall
prepare annual actuarial valuations of the contingent assets and
liabilities of the Plan, and shall submit to the Retirement Committee
the recommended Employer contribution.
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5.9
    
    Service in More Than One Fiduciary CapacityAny individual, entity or group of persons may serve in more than one fiduciary capacity
with respect to the Plan and/or the Funds of the Plan.5.10
    
    Limitation of LiabilityThe Employer, the Board of Directors, the members of the Retirement Committee, and any
officer, employee or agent of the Employer shall not incur any liability individually or on
behalf of any other individuals, or on behalf of the Employer for any act, or failure to
act, made in good faith in relation to the Plan or the Funds of the Plan. However, this
limitation shall not act to relieve any such individual or the Employer from a
responsibility or liability for any breach of fiduciary responsibility, obligation or duty
under Part 4, Title I of ERISA.5.11
    
    IndemnificationThe Employer, the members of the Retirement Committee, the Board of Directors, and the
officers, employees and agents of the Employer shall be indemnified against any and all
liabilities arising by reason of any act, or failure to act, in relation to the Plan or the
Funds of the Plan, including, without limitation, expenses reasonably incurred in the
defense of any claim relating to the Plan or the Funds of the Plan, and any and all amounts
paid in any compromise or settlement relating to the Plan or the Funds of the Plan, except
for actions or failures to act made in bad faith. The foregoing indemnification shall be
made from the Funds of the Plan to the extent of those Funds and to the extent permitted
under applicable law; otherwise, from the assets of the Employer.5.12
    
    Expenses of AdministrationAll expenses that arise in connection with the administration of the
Plan, including but not limited to the compensation of the Trustee,
administrative expenses and proper charges and disbursements of the
Trustee and compensation and other expenses and charges of any
actuary, counsel, accountant, specialist, or other person who has
been retained by the Employer or the Retirement Committee in
connection with the administration thereof, shall be paid from the
Funds of the Plan held by the Trustee under the trust agreement or
insurance or annuity contract adopted for use in implementing the
Plan to the extent not paid by the Employer.
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ARTICLE 6. MANAGEMENT OF FUNDS
 6.1
    
    TrusteeAll the Funds of the Plan shall be held by a Trustee, or Trustees, appointed from time to
time by the Retirement Committee under a Trust Agreement adopted, or as amended, by the
Retirement Committee for use in providing the benefits of the Plan and paying its expenses
not paid directly by the Employer. The Employer shall have no liability for the payment of
benefits under the Plan or for the administration of the Funds paid over to the Trustee or
Trustees.6.2
    
    Exclusive Benefit RuleExcept as otherwise provided in the Plan, no part of the corpus or income of the Funds of
the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of
Members and other persons entitled to benefits under the Plan, before the satisfaction of
all liabilities with respect to them. No person shall have any interest in, or right to,
any part of the earnings of the Funds of the Plan, or any interest in, or right to, any part
of the assets held under the Plan, except as and to the extent expressly provided in the
Plan.6.3
    
    Appointment of Investment ManagerExcept as provided in this Section 6.3, the Trustee shall have the power and authority to
manage and invest the assets of the trust. The Retirement Committee may, at its discretion,
appoint one or more investment managers (within the meaning of Section 3(38) of ERISA) to
manage (including the power to acquire and dispose of) all or part of the assets of the
Plan, as the Retirement Committee shall designate. In that event, authority over and
responsibility for the management of the assets so designated shall be the sole
responsibility of that investment manager and shall relieve the Trustee of any
responsibility therefor.
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ARTICLE 7. GENERAL PROVISIONS
 7.1
    
    Nonalienation and Qualified Domestic Relations Orders
 (a)
    
    Except as required by any applicable law or paragraphs (b) and (c) below, no
benefit under the Plan shall in any manner be anticipated, assigned or alienated, and
any attempt to do so shall be void. However, payment shall be made in accordance with
the provisions of any judgment, decree, or order which meets the following conditions:
 (i)
    
    creates for, or assigns to, an alternate payee the right to
receive all or a portion of the Members benefits under the Plan for the
purpose of providing child support, alimony payments or marital property rights
to that alternate payee;(ii)
    
    is made pursuant to a state domestic relations law;(iii)
    
    does not require the Plan to provide any type of benefit, or
any option, not otherwise provided under the Plan; and(iv)
    
    otherwise meets the requirements of Section 206(d) of ERISA, as
amended, as a qualified domestic relations order (QDRO), as determined by the
Retirement Committee.
 In determining the benefit payable to the alternate payee, the portion of the
Members benefit payable to the alternate payee at the date that benefits are
scheduled to commence under the QDRO shall be actuarially adjusted to reflect the
difference in ages between the Member and the alternate payee. The actuarial
adjustment for this purpose, as well as for the purpose of determining the
Equivalent Actuarial Value of a benefit commencing prior to the Members Normal
Retirement Date, if applicable, shall be based on the interest rate and mortality
table specified in the applicable Appendix for purposes of converting a life annuity
to an optional form of annuity (other than a level income option) under the terms of
the Plan in effect on the alternate payees Annuity Starting Date. Notwithstanding
anything herein to the contrary, if the present value of any series of payments
meeting the criteria set forth in clauses (i) through (iv) above amounts to $5,000
or less, a lump sum payment of Equivalent Actuarial Value, shall be made in lieu of
the series of payments. Such Equivalent Actuarial Value shall be determined on the
basis of the IRS Interest Rate and the IRS Mortality Table.For purposes of the Plan,an alternate payee means a spouse, former spouse, child
or dependent of a Member who is entitled, pursuant to a qualified domestic relations
order and the provisions of this paragraph (a), to receive a payment of all or a
portion of a Members Accrued Benefit under the Plan.
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(b)
    
    A Members Pension under the Plan shall be offset by the amount the Member is
required to pay to the Plan under the circumstances set forth in Section 401(a)(13)(C)
of the Code.(c)
    
    A Members Pension under the Plan shall be distributed as required because of
the enforcement of a federal tax levy made pursuant to Section 6331 of the Code or the
collection by the United States on a judgment resulting from an unpaid tax assessment.
 7.2
    
    Conditions of Employment Not Affected by PlanThe establishment of the Plan shall not confer upon any Employee or other person any legal
rights to a continuation of employment, nor shall it interfere with the rights of the
Employer to discharge any Employee or to treat him without regard to the effect which that
treatment might have upon him as a Member or potential Member of the Plan.7.3
    
    Facility of PaymentIf the Retirement Committee shall find that a Member or other person entitled to a benefit
is unable to care for his affairs because of illness or accident, or because he is a minor,
the Retirement Committee may direct that any benefit due him (unless claim shall have been
made for the benefit by a duly appointed legal representative) be paid to his Spouse, child,
parent or other blood relative, or to a person with whom he resides. Any payment so made
shall be a complete discharge of the liabilities of the Plan for that benefit.7.4
    
    InformationEach Member or other person entitled to a benefit, before any benefit shall be payable to
him or on his account under the Plan, shall file with the Employer the information that it
shall require to establish his rights and benefits under the Plan.7.5
    
    Construction
 (a)
    
    The Plan shall be construed, regulated and administered under ERISA, as in
effect from time to time, and the laws of Georgia, except where ERISA controls.(b)
    
    The masculine pronoun shall include the feminine.(c)
    
    The titles and headings of the articles and sections in the Plan are for
convenience only. In case of ambiguity or inconsistency, the text rather than the
titles or headings shall control.(d)
    
    The Retirement Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may from time
to time be issued or adopted by the Board of Directors, to interpret the provisions and
supervise the administration of the Plan, including the power to remedy possible
ambiguities, inconsistencies or omissions. Such determinations shall be conclusive.
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7.6
    
    Prevention of EscheatIf the Retirement Committee cannot ascertain the whereabouts of any
person to whom a payment is due under the Plan, the Retirement
Committee may, no earlier than three years from the date such payment
is due, mail a notice of such due and owing payment to the last known
address of such person as shown on the records of the Retirement
Committee or the Employer. If such person has not made written claim
for payment within three months of the date of the mailing, the
Retirement Committee may, if it so elects and upon receiving advice
from counsel to the Plan, direct that such payment and all remaining
payments otherwise due such person be canceled on the records of the
Plan and the amount thereof applied to reduce the contributions of the
Employer. Upon such cancellation, the Plan shall have no further
liability therefor except that, in the event such person or his
beneficiary later notifies the Retirement Committee of his whereabouts
and requests the payment or payments due to him under the Plan, the
amount so applied shall be paid to him in accordance with the
provisions of the Plan.7.7
    
    Electronic Transmission of Notices to MembersNotwithstanding any provision of the Plan to the contrary, any notice required to be
distributed to Members, Beneficiaries, and alternate payees pursuant to the terms of the
Plan may, at the direction of the Retirement Committee, be transmitted electronically to the
extent permitted by, and in accordance with any procedures set forth in, applicable law and
regulations.7.8
    
    Limitation on Benefits In the Event of a Liquidity ShortfallNotwithstanding any provisions of the Plan to the contrary, in the
event the Plan has a liquidity shortfall within the meaning of Section
401(a)(32) of the Code, the Trustee shall, as directed by the
Employer, cease payment during the period of such liquidity shortfall
of (a) any payment in excess of the monthly amount payable under a
single life annuity (plus any social security supplements described in
Section 411(a)(9) of the Code) to any Member or Beneficiary whose
Annuity Starting Date occurs during such period, (b) any payment for
the purchase of an irrevocable commitment from an insurer to pay
benefits, or (c) any other payment specified in regulations
promulgated under Section 401(a)(32) of the Code.7.9
    
    Limitation Based on Funded Status of the PlanNotwithstanding any provision of the Plan to the contrary, the following provisions shall
apply as required by Section 436 of the Code effective for Plan Years beginning on or after
January 1, 2010, except to the extent the exception under Section 436(d)(4) of the Code
applies:
 (a)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year is less than 60 percent, benefit accruals shall cease during the period
benefit accruals are restricted under the provisions of Section 436(e) of the Code.
The benefit accruals that were not permitted to accrue pursuant to the application of
the provisions of the preceding sentence shall be restored automatically as of the 436
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measurement date the limitations under Section 436(e) of the Code cease to apply, if
(i) the continuous period of the limitation is 12 months or less, and (ii) the
Plans enrolled actuary certifies that the adjusted funding target attainment
percentage for the Plan would not be less than 60 percent taking into account the
restored benefit accruals for the prior Plan Year.(b)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year falls below the threshold defined under Section 436(d)(1) and/or (3) of the
Code, the Trustee shall, as directed by the Retirement Committee, cease payment of any
prohibited payment during the period specified in, and to the extent necessary to
comply with the provisions of Section 436(d) of the Code.(c)
    
    In no event shall a prohibited payment be paid during any period the Employer
is a debtor in a case under Title 11, United States Code, or similar federal or state
law, to the extent necessary to comply with the provisions of Section 436(d)(2) of the
Code.(d)
    
    In no event shall an amendment that has the effect of increasing liabilities of
the Plan by reason of increases in benefits, establishment of new benefits, changing
the rate of benefit accrual, or changing the rate at which benefits become
nonforfeitable become effective during the period such amendment would violate the
provisions of Section 436(c) of the Code.(e)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Section 436(d)(1) or (2) of the
Code, the Member or Beneficiary, as applicable, shall be eligible to elect another form
of benefit available under the Plan or to defer payment to a later date (to the extent
permitted under applicable qualification requirements).(f)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Section 436(d)(3) of the Code,
a Member or Beneficiary, as applicable, shall be eligible to defer his entire payment
to a later date (to the extent permitted under applicable qualification requirements)
or to bifurcate the benefit into unrestricted and restricted portions. If a Member or
Beneficiary elects to bifurcate the benefit, the Member or Beneficiary shall be
eligible to elect, with respect to the unrestricted portion of the benefit, any
optional form otherwise available under the Plan with respect to the Members or
Beneficiarys entire benefit and in such a case, if the Member or Beneficiary elects
payment of the unrestricted portion of the benefit in the form of a prohibited payment,
the Member or Beneficiary shall be eligible to elect to receive payment of the
restricted portion of the benefit in any optional form of benefit under the Plan that
is not a prohibited payment and that would have been permitted with respect to the
Members or Beneficiarys entire benefit.
 For purposes of this Section, the terms adjusted funding target attainment percentage,
prohibited payment, unrestricted portion of the benefit, and restricted portion of the
benefit shall have the meanings given under Section 436 of the Code, the regulations
thereunder, and any applicable Internal Revenue Service guidance.
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In the event that the provisions of this Section 7.9 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.7.10
    
    Limitations on Unpredictable Contingent Event BenefitNotwithstanding any provision of the Plan to the contrary, with respect to Plan Years
beginning on or after January 1, 2010, if a Member or Beneficiary is entitled to an
unpredictable contingent event benefit (as defined under Section 436(b) of the Code) with
respect to any event occurring during any Plan Year, such unpredictable contingent event
benefit shall not be provided to such Member or Beneficiary if the Plans adjusted funding
target attainment percentage (as defined in Section 7.9) for such Plan Year is less than 60
percent or would be less than 60 percent taking into account such occurrence; provided,
however, that such unpredictable contingent event benefit shall become payable if and when
the Plan meets the exemption under Section 436(b)(2) of the Code.In the event that the provisions of this Section 7.10 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.7.11
    
    Revision of the Plan and Applicability of Plan ProvisionsThe provisions of the Plan as set forth herein are effective as of January 1, 2009, except
that certain provisions shall have an earlier or later effective date as specifically set
forth in the Plan, in the resolution adopting the amendment, or as follows:
 1.
    
    The amendment of Sections 2.3(b), 2.8(c)(i)(C), 3.3(d) and 8.1 shall be
effective as of January 1, 2007.2.
    
    The amendment of Section 2.3 relating to the retroactive Annuity Starting Date
shall be effective as of January 1, 2010.3.
    
    The amendment of Section 3.3(a)(viii) shall be effective as of January 1, 2002.4.
    
    The addition of the 75% Joint and Survivor Annuity option shall be effective as
of January 1, 2009 with respect to Annuity Starting Dates on and after that date, if
applicable.
 Any questions concerning eligibility for and the amount of pension and any other right or
limitation set forth herein which calls for a determination as to a time on or after January
1, 2009 shall be determined in accordance with the provisions of this Plan as may be amended
and in effect from time to time, and any questions concerning such matters which call for a
determination under the Plan as to a time prior to January 1, 2009 shall be determined in
accordance with the provisions of the Plan effective as of the Members date of termination
and taking into account any amendments effective retroactive to such date in accordance with
the provisions of this Section or other provisions of the Plan, except as otherwise
specifically provided in the Plan or as otherwise required by law.
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ARTICLE 8. AMENDMENT, MERGER AND TERMINATION
 8.1
    
    Amendment of PlanThe Board of Directors reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate, to amend in whole or in part any or all of
the provisions of the Plan, and reserves the right to delegate this authority to an officer
or officers of the Employer or to the Retirement Committee or a member of the Retirement
Committee as it deems appropriate. However, no amendment shall make it possible for any
part of the Funds of the Plan to be used for, or diverted to, purposes other than for the
exclusive benefit of persons entitled to benefits under the Plan prior to the satisfaction
of all liabilities with respect to such persons. No amendment shall be made which has the
effect of decreasing the Accrued Benefit of any Member or of reducing the nonforfeitable
percentage of the Accrued Benefit of a Member below the nonforfeitable percentage computed
under the Plan as in effect on the date on which the amendment is adopted or, if later, the
date on which the amendment becomes effective. For purposes of this Section, a plan
amendment that has the effect of (i) eliminating or reducing an early retirement benefit or
retirement-type subsidy, or (ii) eliminating an optional form, with respect to benefits
attributable to service before the amendment shall be treated as reducing accrued benefits.
In the case of a retirement-type subsidy, the preceding sentence shall apply only with
respect to a Member who satisfies (either before or after the amendment) the pre-amendment
conditions for the subsidy. Notwithstanding the preceding sentences, a Members accrued
benefit, early retirement benefit, retirement-type subsidy, or optional form of payment may
be reduced to the extent permitted under Section 412(c)(8) of the Code (for Plan Years
beginning on or before December 31, 2007) or Section 412(d)(2) of the Code (for Plan Years
beginning after December 31, 2007), or to the extent permitted under Section 1.411(d)-(3)
and (4) of the U. S. Treasury Department regulations.8.2
    
    Merger or ConsolidationThe Plan may not be merged or consolidated with, and its assets or liabilities may not be
transferred to, any other plan unless each person entitled to benefits under the Plan would,
if the resulting plan were then terminated, receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer if the Plan
had then terminated. The transactions referenced in this Section shall be carried out under
the provisions of Section 414(l) of the Code.8.3
    
    Additional Participating Employers
 (a)
    
    If any company is now or becomes a subsidiary or associated company of the
Employer, the Board of Directors may, at its discretion and upon appropriate action,
include the employees of that company in the membership of the Plan upon appropriate
action by that company necessary to adopt the Plan. In that event, or if any persons
become Employees of the Employer or an Affiliated Employer as the result of merger or
consolidation or as the result of acquisition of
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    39




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all or part of the assets or business of another company, the Board of Directors
shall determine to what extent, if any, credit shall be granted for previous service
with the subsidiary, associated or other company, but subject to the continued
qualification of the Plan and trust under the Code.(b)
    
    Any subsidiary or associated company may terminate its participation in the
Plan upon appropriate action by it, in which event the Funds of the Plan held on
account of Members in the employ of that company shall be determined by the Retirement
Committee and shall be applied as provided in Section 8.4 if the Plan should be
terminated, or shall be segregated by the Trustee as a separate trust, pursuant to
certification to the Trustee by the Retirement Committee, continuing the Plan as a
separate plan for the employees of that company, under which the board of directors of
that company shall succeed to all the powers and duties of the Board of Directors,
including the appointment of the members of the Retirement Committee. Notwithstanding
the above, the Board of Directors may refuse to approve such a termination of
participation by a subsidiary or associated company if it determines that such action
could jeopardize the qualified status of the Plan.
 8.4
    
    Termination of PlanThe Board of Directors may terminate the Plan for any reason at any time. In case of
termination of the Plan, the rights of Members to the benefits accrued under the Plan to the
date of the termination, to the extent then funded (or, if greater, protected by law), shall
be nonforfeitable. The Funds of the Plan shall be used for the exclusive benefit of persons
entitled to benefits under the Plan as of the date of termination, except as provided in
Sections 4.2 and 5.12. However, any Funds not required to satisfy liabilities of the Plan
for benefits, that arise out of any variation between actual requirements and expected
actuarial requirements, shall be returned to the Employer. The Retirement Committee shall
determine, on the basis of actuarial valuation, the share of the Funds of the Plan allocable
to each person entitled to benefits under the Plan in accordance with Section 4044 of ERISA
or corresponding provision of any applicable law in effect at the time. In the event of a
partial termination of the Plan, the provisions of this Section shall be applicable to the
Members affected by that partial termination.
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    40




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ATTEST:
    Graphic Packaging International, Inc.
Retirement Committee/s/
Lori
J. Shapiro
    By:

/s/ Daniel J. BlountAssistant Secretary
    
    Daniel J. BlountBy:

/s/ Cindy BaermanCindy BaermanBy:

/s/ Kevin R. WolffKevin R. Wolff  Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    41




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##### 



CERTAIN HISTORICAL PROVISIONS
  A.
    
    The following was included as part of the preamble to the Plan prior to the Plans
restatement effective as of January 1, 2008:ACX Technologies, Inc., a Colorado corporation (ACX), established the Plan effective
December 28, 1992, for its eligible employees and the employees of its subsidiaries who
adopt the Plan. At the same time, ACX entered into a related Trust to provide for the
investment and management of the assets of the Plan.Adolph Coors Company, a Colorado corporation (ACCo), maintains the Coors Retirement Plan
(the ACC Retirement Plan) for its eligible employees and the eligible employees of its
subsidiaries that adopt the ACC Retirement Plan. Any reference to the ACC Retirement Plan
shall refer to such plan as in effect on December 27, 1992.ACX was a wholly-owned subsidiary of ACCo. Pursuant to a Distribution Agreement dated as of
October 5, 1992, ACCo distributed (the Distribution) all of the capital stock of ACX to
the holders of the Class A and Class B common stock of ACCo. The Distribution occurred at
the opening of business on December 28, 1992 (the Distribution Date).In connection with the Distribution, ACX and ACCo entered into the Employee Benefits and
Compensation Transition Agreement, dated as of December 18, 1992 (the Benefits Agreement),
which provides for the transfer of assets and other transitional matters in connection with
certain employee benefit plans including this Plan and the ACC Retirement Plan. Pursuant to
the Benefits Agreement, ACX agreed that this Plan shall provide generally that, for purposes
of credited service for vesting, eligibility for benefits, and benefit calculation, Members
in this Plan shall be entitled to all of the credited service and earnings that they had
earned under the ACC Retirement Plan as of the day prior to the Distribution Date. Under
the terms of the Benefits Agreement, the trustee for the ACC Retirement Plan transferred to
the trustee for this Plan assets of the ACC Retirement Plan equal to the portion of the fair
market value of the assets in the ACC Retirement Plan determined by the ratio of the
actuarial accrued liability for the individuals described in the next sentence as well as
any Alternate Payees (as defined herein) and beneficiaries of the individuals listed in the
next sentence on the date of the Distribution to the total actuarial accrued liability of
the ACC Retirement Plan as of the Distribution Date. The individuals whose accrued benefits
were transferred to this Plan include the following individuals as well as any Alternate
Payees (as defined herein) and beneficiaries of such individuals: (a) individuals employed
by ACX, Golden Technologies Company, Inc., Golden Aluminum Company, Graphic Packaging
Corporation, MicroLithics Corporation, ZeaGen, Inc., Coors Porcelain Company, Alpha Optical
Systems, Inc., Alumina Ceramics, Inc., Coors Ceramicon Design, Ltd., Coors
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    42




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Ceramics GmbH, Coors Technical Ceramics Company, Coors Wear Products, Inc., and Wilbanks
International, Inc. (collectively, the ACX Companies) on December 28, 1992, and (b)
individuals who were not employed by ACX, its subsidiaries, Adolph Coors Company or its
subsidiaries on December 28, 1992, but whose last employer among such companies was an ACX
Company.CoorsTek, Inc. (formerly Coors Ceramics Company) was a participating employer in the Plan.
Effective as of August 31, 1999, the Board of Directors of ACX spun off the assets and
liabilities of the Plan (in accordance with Code § 414(l)) attributable to employees,
terminated vested employees, and retirees of CoorsTek, Inc. (formerly Coors Porcelain
Company), Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd. d/b/a Coors Tetraflour,
Coors Technical Ceramics Company, Coors Wear Products, Inc., and Wilbanks International,
Inc. into the Coors Ceramics Company Retirement Plan. ACX transferred sponsorship of the
Coors Ceramics Company Retirement Plan to CoorsTek, Inc. effective as of September 1, 1999,
and the plan was renamed the CoorsTek, Inc. Retirement Plan.This restatement takes into account the action by the Board of Directors of the Plan Sponsor
to spin off the assets and liabilities of the ACX Technologies, Inc. Retirement Plan
attributable to employees, terminated vested employees, and retirees of CoorsTek, Inc.
(formerly Coors Porcelain Company), Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd.
d/b/a Coors Tetraflour, Coors Technical Ceramics Company, Coors Wear Products, Inc.,
Wilbanks International, Inc. into a new plan named the Coors Ceramics Company Retirement
Plan effective as of August 31, 1999 (in accordance with § 414(l) of the Internal Revenue
Code of 1986, as amended). Effective as of the date of the transfer of assets and
liabilities from the Plan to the CoorsTek, Inc. Retirement Plan (formerly the Coors Ceramics
Company Retirement Plan), no benefits will be payable under the Plan to any individual whose
Accrued Benefit as of August 31, 1999 was transferred to the CoorsTek, Inc. Retirement Plan.Effective January 1, 2000, the Universal Packaging Corporation Pension Plan (the UPC Plan)
was merged into the Plan, and effective December 31, 2000, the Graphic Packaging FJ
Retirement Plan was merged into the Plan.B.
    
    The following reflects a change in the name of the Employer and a change in the Board of
Directors:Employermeans Graphic Packaging International Corporation (formerly ACX Technologies, Inc.)
prior to August 8, 2003, Graphic Packaging International, Inc. on and after August 8, 2003
and any successor by merger, purchase or otherwise with respect to its employees, or any
other company participating in the Plan as provided in Section 8.3 with respect to its
employees.Board of Directorsmeans (a) prior to March 10, 2008, the Board of Directors of the Plan
Sponsor, and (b) on and after March 10, 2008, the Board of Directors of Graphic Packaging
Holding Company.
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    43




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Participating Employers.
 Graphic Employers
    
    Participation DateGolden Technologies Company, Inc.
    
    12/28/1992 through 12/31/2000Golden Equities, Inc.
    
    12/28/1992 through 12/31/1999Graphic Packaging Folding Carton Sales, Inc.
    
    1/1/1998 through 12/30/1999Graphic Packaging Michigan, Inc.
    
    8/2/1999 through 12/31/1999Recycled Paperboard Mill, Inc.
    
    8/2/1999 through 12/30/1999Universal Packaging Corporation
    
    1/1/2000 through 12/31/2000Graphic Packaging Corporation of Virginia
    
    1/1/2000 through 6/30/2000CLM2, Inc.
    
    12/28/92 through 12/31/1998Chronopol, Inc.
    
    12/28/92 through 12/31/1998GTC Nutrition Company
    
    12/28/92 through 6/30/1999Golden International, Inc.(formerly Photon Energy, Inc.)
    
    12/28/92 through 12/31/1998Graphic Packaging Corporation of Colorado, Inc.
    
    1/1/98 through 12/31/1998Graphic Packaging Flexible Sales, Inc.
    
    1/1/98 through 6/30/1999Graphic Packaging Tennessee, LP
    
    1/1/98 through 6/30/1999Graphic Packaging Corporation
    
    12/28/1992 through 8/7/2003Graphic Packaging International Corporation(formerly ACX Technologies, Inc.)
    
    12/28/1992 through 8/7/2003
 Golden Aluminum Employers
    
    Participation DateGolden Aluminum Company
    
    12/28/92 through 3/1/1997GAC Aluminum Corporation(formerly Golden Aluminum Company)
    
    8/23/99 through 11/5/1999
 Ceramics Employers
    
    Participation DateCoorsTek, Inc.(formerly Coors Porcelain Company)
    
    12/28/92 through 8/31/1999Alumina Ceramics, Inc.
    
    12/28/92 through 8/31/1999Coors Technical Ceramics Company
    
    12/28/92 through 8/31/1999Coors Wear Products, Inc.
    
    12/28/92 through 8/31/1999Wilbanks International, Inc.
    
    12/28/92through 8/31/1999Coors Electronic Package Company
    
    12/28/92 through 12/31/1998
 Tetrafluor, Inc.On August 1, 1997, Coors Ceramicon Designs Ltd. (Ceramicon), a
subsidiary of CoorsTek, Inc. (formerly Coors Porcelain Company), acquired the assets of
Tetrafluor, Inc. (Tetrafluor). The employees of Tetrafluor who became employees of
Ceramicon on August 1, 1997 and individuals who are hired on and after August 1, 1997 to
work in the business performed by Tetrafluor shall not be eligible to participate in this
Plan. Employees of ACX Technologies, Inc., the Plan Sponsor, or any other Affiliated Entity
who are transferred to the business performed by Tetrafluor on and after August 1, 1997,
shall continue to be eligible to participate in this Plan.
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    44




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Effective August 31, 1999, the assets and liabilities of the ACX Technologies, Inc.
Retirement Plan attributable to employees, terminated vested employees, and retirees of
Coors Porcelain Company, Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd. d/b/a Coors
Tetrafluor (if any), Coors Technical Ceramics Company, Coors Wear Products, Inc., and
Wilbanks International, Inc. were spun off into a new plan named the Coors Ceramics Company
Retirement Plan. Effective August 31, 1999, no benefits will be payable to any individual
whose Accrued Benefit as of August 31, 1999 was transferred to the CoorsTek, Inc. Retirement
Plan (formerly the Coors Ceramics Company Retirement Plan).The following provision reflects the historical changes to the Plans definition of Plan
Year:C.
    
    Plan Yearmeans the fiscal year of the Plan, which shall be the calendar year, except that
the first Plan Year shall begin December 28, 1992 and end December 31, 1993, and for purposes
of Title I of ERISA only, the first Plan Year shall begin December 28, 1992 and end December
31, 1992. Furthermore, the first Plan Year with respect to Appendices 2, 3, 4, 5, 6, 7, 8,
and 9 shall be the period commencing August 2, 1999 and ending December 31, 1999.D.
    
    The following provisions reflect the Plans requirement for Member
contributions under Appendix 1 prior to December 1, 1976:Member ContributionsNo contributions shall be accepted from any Member on and after December 1, 1976. The ACC
Retirement Plan provided for contributions by Members, prior to December 1, 1976. Member
contributions (Accumulated Contributions) transferred to this Plan from the ACC Retirement
Plan shall be held in a separate account for each Member who made such contributions fully
vested at all times, shall be used to provide retirement benefits under Appendix 1 of this
Plan or shall be payable as a minimum benefit to the Member or his beneficiary.
 Graphic Packaging Retirement Plan Core Document 12-15-09
    
    
    45




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APPENDIX 1
 ALL NONUNION EMPLOYEES




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##### 



TABLE OF CONTENTS
 ARTICLE 1. DEFINITIONS
    
    1ARTICLE 2. SERVICE
    
    82.1 Participation Service
    
    82.2 Vesting Service
    
    82.3 Benefit Service
    
    82.4 Breaks in Service
    
    92.5 Loss of Service
    
    102.6 Credit for Periods of Military Service
    
    10ARTICLE 3. PARTICIPATION
    
    113.1Participation  Required Service
    
    113.2 Re-Employment
    
    11ARTICLE 4. TRANSFERS
    
    124.1 Applicability of Transfer Provisions
    
    124.2 Rules to Calculate Benefits
    
    12ARTICLE 5 BENEFITS
    
    145.1 Normal Retirement Pension
    
    145.2 Late Retirement Pension
    
    155.3 Early Retirement Pension
    
    155.4 Disability Benefit
    
    165.5 Vested Pension
    
    185.6 Surviving Spouses Pension
    
    19ARTICLE 6. FORMS OF PAYMENT
    
    226.1 Automatic Form of Payment
    
    226.2 Optional Forms of Pension
    
    226.3 Commencement and Duration of Payments
    
    24SCHEDULE A
    
    25Special Provisions Applicable To Certain Participating Units, Locations, And
Employee Groups Under This Appendix 1SCHEDULE B
    
    30Certain Historical ProvisionsSCHEDULE C
    
    38Historical Provisions Applicable To Certain Former Participating Employers




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ARTICLE 1. DEFINITIONS
  1.1
    
    Average Final Salarymeans the annual Pensionable Earnings of a Member paid during the four
consecutive Plan Years in the last 10 Plan Years of the Members Benefit Service affording the
highest average, subject to the following rules:
 (a)
    
    If a period of layoff, approved medical leave or workers compensation leave is
included in the last 10 Plan Years of a Members Benefit Service, Pensionable Earnings
shall include, for that period, an amount based on Pensionable Earnings in effect for
the calendar year prior to that period.(b)
    
    If a Member is entitled to Benefit Service on account of a period of service in
the uniformed services of the United States, the Member shall be deemed to have earned
Pensionable Earnings during the period of absence at the rate he would have received
had he remained employed as an Eligible Employee for that period or, if such rate is
not reasonably certain, on the basis of the Members rate of compensation during the
12-month period immediately preceding such period of absence (or if shorter, the period
of employment immediately preceding such period).(c)
    
    In the case of an Employee who is rehired, the Employees annual Pensionable
Earnings during the year in which termination occurred and the year in which rehire
occurred shall not be included as one of the last 10 calendar years of the Members
Benefit Service, unless such Pensionable Earnings are greater than the Pensionable
Earnings in the calendar year preceding the year in which termination occurred.(d)
    
    If a Member completes less than four full Plan Years under the Plan, the
Members Pensionable Earnings for the portion of a Plan Year worked will be increased
by annualizing base pay and adding other amounts actually paid during that Plan Year
that are included as Pensionable Earnings. The Members Pensionable Earnings will be
annualized only for the initial year of employment if that results in four full Plan
Years considered. Otherwise, the Members Pensionable Earnings in the final year of
employment will also be annualized.(e)
    
    If using the Pensionable Earnings paid to a Member in his final, partial
calendar year of employment would produce an Average Final Salary that is greater than
the Average Final Salary otherwise calculated, then his final, partial calendar year of
employment shall be added to his last 10 calendar years in calculating his Average
Final Salary.
 All Nonunion Employees 
January 1, 2009
    
    1




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Notwithstanding anything in this Section 1.1 to the contrary, with respect to Members
who participated in the Universal Packaging Corporation Pension Plan prior to January 1,
2000, Average Final Salary shall only take into account Pensionable Earnings paid on and
after January 1, 2000.
 1.2
    
    Benefit Servicemeans the period of an Eligible Employees service considered in determining
his Benefit Service as described in Article 2.
 1.3
    
    Break in Servicemeans a period which constitutes a break in an Employees service as
described in Section 2.4.
 1.4
    
    Covered Compensationmeans for any Member, the average of the taxable wage bases in
effect under Section 230 of the Social Security Act for each year in the 35-year period ending
with the year in which the Member attains his Social Security Retirement Age. In determining
a Members Covered Compensation for any Plan Year, the taxable wage base for the current Plan
Year and any subsequent Plan Year shall be assumed to be the same as the taxable wage base in
effect as of the beginning of the Plan Year for which the determination is made.
 1.5
    
    Disabilityor Disabledmeans a physical or mental condition rendering a Member totally and
permanently disabled, as determined by eligibility for and receipt of disability benefits
under the Employers long-term disability plan. To the extent required by law, and to the
extent the Retirement Committee is ruling on a claim for disability benefits, the Plan will
follow, with respect to that claim, claims procedures required by law for plans providing
disability benefits.
 1.6
    
    Distribution Datemeans the opening of business on December 28, 1992. For purposes of this
Plan, the opening of business shall be deemed to occur at 12:01 A.M. Mountain Standard Time on
the Distribution Date.
 1.7
    
    Eligible Employeemeans, for purposes of this Appendix 1, an Employee of the Employer whose
employment is not subject to the provisions of a collective bargaining agreement.
 1.8
    
    Equivalent Actuarial Valuemeans a benefit having the same value as the benefit that such
Equivalent Actuarial Value replaces. The Equivalent Actuarial Value shall be based on an
annual interest rate of five percent per year, compounded annually, and the mortality table
prescribed by Revenue Ruling 2001-62, unless otherwise specified below, or in another Section
of this Appendix 1:
 (a)
    
    For purposes of calculating lump sum payments and a benefit payable in the form
of a level income option under Section 6.2(g), the interest rate shall be the IRS
Interest Rate and the mortality assumption shall be based on the IRS Mortality Table.(b)
    
    Notwithstanding the above, in no event shall the benefit in an annuity form of
payment available on or after January 1, 2007 be less than under such annuity form of
payment on the Annuity Starting Date based on the Members Accrued
 All Nonunion Employees 
January 1, 2009
    
    2




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Benefit as of December 31, 2006 and based on the terms of the Plan in effect on
December 31, 2006 (including the actuarial equivalent factors in effect on that date
under this Appendix 1). Further, the present value of a lump sum payment or a
benefit payable under a level income option under Section 6.2(g) with an Annuity
Starting Date occurring during the period beginning January 1, 2010 and ending
December 31, 2010, shall not be less than the present value determined using the
interest rate prescribed under Section 417(e)(3)(C) of the Code for the second full
calendar month preceding the applicable Stability Period.
 1.9
    
    Former Fort James Non-Union Employeemeans an individual who was employed by Fort James
Corporation or an entity related to Fort James Corporation on August 1, 1999 and who became an
Employee of the Employer or a subsidiary of the Employer on August 2, 1999 pursuant to the
purchase of assets from Fort James Corporation and whose employment was not subject to a
collective bargaining agreement.
 1.10
    
    Hour of Servicemeans:
 (a)
    
    Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for the Employer or an Affiliated Employer. Hours of Service
under this paragraph shall be credited to the Employee for the computation period or
periods in which the duties are performed, regardless of when the Employee is paid for
such duties.(b)
    
    Each hour for which an Employee is paid or entitled to payment by the Employer
or an Affiliated Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including Disability), layoff, jury duty,
military duty or leave of absence. Hours of Service under this paragraph shall be
credited to the Employee for the computation period or periods in which the period
during which no duties are performed occurs, beginning with the first unit of time to
which the payment relates. Notwithstanding the preceding sentence, 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 the Employee if
such payment is made or due under a plan maintained solely for the purpose of complying
with applicable workers compensation, unemployment compensation, or disability
insurance laws.(c)
    
    Each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer or an Affiliated Employer. Hours of Service under
this paragraph shall be credited to the Employee for the computation period or periods
to which the award or agreement pertains rather than the computation period in which
the award, agreement or payment is made. The same Hours of Service shall not be
credited both under this paragraph and either paragraph (a) or paragraph (b).
 All Nonunion Employees 
January 1, 2009
    
    3




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(d)
    
    In the case of each Employee who is absent from work for any period by reason of a
Parental Leave, the Plan shall treat as Hours of Service, solely for purposes of
determining whether a one-year Break in Service has occurred, the following hours:
(i) the Hours of Service that otherwise would normally have been credited to such
Employee but for such absence, or (ii) in any case in which the Plan is unable to
determine the hours described in clause (i), eight Hours of Service per day of such
absence, provided, however, that the total number of hours treated as Hours of
Service under this paragraph shall not exceed 501 Hours of Service. The hours
described in this paragraph shall be treated as Hours of Service only in the year in
which the absence from work begins, if an Employee would be prevented from incurring
a one-year Break in Service in such year solely because the period of absence is
treated as Hours of Service as provided in this paragraph, or in any other case, in
the immediately following year. For purposes of this paragraph, the term year
means the period used in computing a Break in Service. Notwithstanding the
foregoing, the Retirement Committee may determine that no credit will be given
pursuant to this paragraph unless the Employee furnishes to the Retirement Committee
such timely information as the Retirement Committee may reasonably require to
establish that the absence from work is for reasons referred to in the first
sentence of this paragraph and the number of days for which there was such an
absence.(e)
    
    In the event no Employer record exists for a period for which Hours of Service
must be credited under the provisions of this Appendix 1, an Employee shall be credited
with 190 Hours of Service for each calendar month in which he is entitled to be
credited with one Hour of Service under the provisions of this Appendix 1.(f)
    
    For purposes of calculating the Hours of Service to be credited to periods
during which no duties are performed and determining the computation periods to which
hours shall be credited, the rules set forth in paragraphs (b) and (c) of Department of
Labor Regulation § 2530.200b-2 are hereby incorporated by reference as though such
provisions were fully set forth herein.
 1.11
    
    Leave of Absencemeans any absence authorized by the Employer or an Affiliated Employer
pursuant to standard personnel practices, provided that all individuals in similar
circumstances be treated alike in the granting of such Leaves of Absence, and provided further
that the Member returns to active employment with the Employer or an Affiliated Employer
(whether or not as an Eligible Employee), dies, or retires within the period specified in the
authorized Leave of Absence.
 1.12
    
    Normal Retirement Agemeans an Employees 65th birthday.
 1.13
    
    Parental Leavemeans a period in which an Employee is absent from work immediately following
active employment because of the Employees pregnancy, the birth of the Employees child, or
the placement of a child with the Employee in connection with the adoption of that child by
the Employee, or for purposes of caring for that child for a period beginning immediately
following that birth or placement.
 All Nonunion Employees 
January 1, 2009
    
    4




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1.14
    
    Participation Servicemeans the period of employment used in determining eligibility to
participate in the Plan as described in Article 2.
 1.15
    
    Pensionable Earningsmeans:
 (a)
    
    On and After January 1, 2007. For periods of employment on and after
January 1, 2007, Pensionable Earnings means the total cash remuneration paid to an
Employee for services rendered to the Employer during the Plan Year, determined prior
to any contributions made on the Employees behalf by the Employer to any plans
maintained by the Employer pursuant to Section 125, 132(f) or 401(k) of the Code, and
including remuneration for items such as overtime, commissions, annual bonuses, profit
incentive bonuses and Presidents awards; but excluding remuneration for items such as
one-time bonuses, signing bonuses, all non-cash remuneration, living expenses,
separation pay, the Employers cost for any public or private employee benefit plan,
any remuneration received under the Employers Award for Special Merit Plan, and
executive long-term cash incentive payments. If Pensionable Earnings is paid in
foreign currency, they shall be taken at par of exchange on the date paid.Unless specifically provided otherwise in this Appendix 1, Pensionable Earnings for
a period of absence which is counted as Benefit Service shall be based on the
Members Pensionable Earnings for the calendar year prior to the period of absence.Pensionable Earnings shall include, for any period during which the Member is
accruing Benefit Service under the provisions of Section 5.4, an amount based on the
greater of:
 (i)
    
    Pensionable Earnings received in the calendar year prior to the
calendar year in which the Member is placed on the Employers long-term
disability plan, excluding Pensionable Earnings paid in lieu of vacation or
holidays; or(ii)
    
    Pensionable Earnings, excluding Pensionable Earnings paid in
lieu of vacation and holidays, for the calendar year in which the Member is
placed on the Employers long-term disability plan, plus base compensation that
would have been paid from the date the Member is placed on the Employers
long-term disability plan through the end of that Plan Year.
 (b)
    
    Prior to January 1, 2007. For periods of employment prior to January
1, 2007, Pensionable Earnings means an Employees base pay plus any salary reduction
contributions made on the Employees behalf by the Employer to any plans maintained by
the Employer pursuant to Section 125 or 401(k) of the Code but excluding overtime, cash
bonuses, and profit sharing pay. Pensionable Earnings shall not include amounts
allocated and benefits paid under this Plan or any other
 All Nonunion Employees 
January 1, 2009
    
    5




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##### 



pension or profit sharing plan maintained by the Employer (other than salary
reduction contributions pursuant to Sections 125 and 401(k) of the Code).(c)
    
    Compensation shall be subject to the annual compensation limitation set forth
in Section 3.1 of the Core Document.
 1.16
    
    Period of Severancemeans the period of time commencing on the Severance Date and ending on
the date on which the Employee next performs an Hour of Service for the Employer or an
Affiliated Employer. An Employee will incur a one-year Period of Severance for each twelve
months in his Period of Severance and a fractional year for each Period of Severance of fewer
than twelve months.
 1.17
    
    Qualified Joint and Survivor Annuitymeans an annuity which is of Equivalent Actuarial Value
to a Pension payable as a single life annuity and which is payable for the life of the Member
with the provision that after the Members death, a Pension equal to 50% of the amount payable
to the Member shall continue to be paid monthly during the life of, and to, the Spouse to whom
the Member was married on the earlier of his date of death or his Annuity Starting Date.
 1.18
    
    Reemployment Commencement Datemeans the first date following a Period of Severance that is
not required to be taken into account under this Plan, on which the Employee performs an Hour
of Service for the Employer or an Affiliated Employer.
 1.19
    
    Retirement Datemeans a Members Normal, Late, or Early Retirement Date, whichever is
applicable, as follows:
 (a)
    
    Normal Retirement Datemeans the first day of the calendar month coincident
with or next following the date a Member attains age 65.(b)
    
    Late Retirement Datemeans, in the case of a Member who continues in service
after attaining his Normal Retirement Date, the first day of the calendar month next
following the date of actual retirement.(c)
    
    Early Retirement Datemeans the first day of the calendar month next following
the date a Member shall retire after the Member has attained age 55 and has completed
10 or more years of Vesting Service. If a Member who has completed at least 10 years of
Vesting Service attains age 55 on the first day of the month, such Member may elect to
retire on the day prior to the date that the Member attains age 55 and commence
receiving benefit payments as of the date that the Member attains age 55.
 1.20
    
    Severance Datemeans the first to occur of (a) the date on which an Employee resigns,
retires, is discharged, or dies, or (b) the last day of a Leave of Absence or, if later, the
first anniversary of the first date of a period in which an Employee remains absent from
service (with or without pay) with the Employer or an Affiliated Employer for any reason other
than resignation, retirement, or discharge, such as vacation, holiday, sickness, leave of
absence or layoff; provided however, that if the Employee is absent from service for more than
one year because of a Parental Leave, the Severance Date shall be the second
 All Nonunion Employees 
January 1, 2009
    
    6




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##### 



anniversary of the first date of a period in which the Employee remains absent from
service (with or without pay) with the Employer or an Affiliated Employer on account of such
Parental Leave. Notwithstanding the foregoing, the period between the first and second
anniversaries of the first day of absence from work on account of a Parental Leave is
neither included in Vesting Service or Benefit Service nor treated as a Period of Severance.1.21
    
    Vesting Servicemeans the period of an Eligible Employees service considered in determining
his Vesting Service as described in Article 2.
 All Nonunion Employees 
January 1, 2009
    
    7




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##### 



ARTICLE 2. SERVICE
 2.1
    
    Participation ServiceAn Employee shall be credited with one year of Participation Service for a twelve
consecutive month period commencing on the date the Employee first performs an Hour of
Service during which he receives credit for at least 1,000 Hours of Service or for a Plan
Year in which the Employee receives credit for at least 1,000 Hours of Service. The first
Plan Year used for this purpose shall be the Plan Year that contains the first anniversary
of the date the Employee first performed an Hour of Service. The Participation Service for
an Employee who terminates employment with the Employer and all Affiliated Employers, incurs
a Break in Service, and is subsequently reemployed by the Employer or an Affiliated Employer
shall be determined based on the date the Employee first performs an Hour of Service upon
reemployment and shall include Participation Service earned prior to such Break in Service
which is not lost pursuant to Section 2.5.2.2
    
    Vesting ServiceAn Employees Vesting Service shall commence on the day the Employee first performs an
Hour of Service (as defined in Section 1.10(a)) upon initial employment or reemployment and
shall end on the Employees Severance Date. Vesting Service shall include the entire
period of a Leave of Absence or while on layoff up to one year. In addition, if an
Employees employment is terminated and he is later reemployed within one year, the period
between his Severance Date and the date of his reemployment shall be included in his Vesting
Service.The period during which an Employee is accruing Benefit Service under the provisions of
Section 5.4 shall be included in the Employees Vesting Service.An Employees Vesting Service shall be subject to the special provisions set forth in
Schedule A.2.3
    
    Benefit ServiceBenefit Service shall mean a period of employment with the Employer rendered as an Eligible
Employee beginning on the date the Employee first completes an Hour of Service and ending on
the Employees Severance Date, subject to the following provisions of this Section 2.3.
 (a)
    
    Benefit Service shall include:
 (i)
    
    Any period of absence from active service with the Employer due
to service in the uniformed services of the United States if he returns to the
service of the Employer having applied to return while his reemployment rights
are protected by law and provided such period of service is required to be
recognized under applicable law.
 All Nonunion Employees 
January 1, 2009
    
    8




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##### 



(ii)
    
    Any period during which an Employee is on an approved Leave of Absence,
including a parental leave as described in Section 1.10(d) and layoff, up to
one year.(iii)
    
    In the case of an Employee who meets the requirements for a
Disability Benefit under Section 5.4, the period of service recognized as
Benefit Service under the provisions of Section 5.4.(iv)
    
    An Employee shall be credited with one year of Benefit Service
for each full 12 month period of Benefit Service and a fractional year of
Benefit Service for a period of less than 12 months.(v)
    
    Any period between a Severance Date and a reemployment date
which is included in Vesting Service as provided in Section 2.2.(vi)
    
    Any period included under the provisions of Schedule A.
 (b)
    
    Benefit Service shall not include:
 (i)
    
    Any period in which an Employee is not an Eligible Employee.(ii)
    
    Any period excluded under the provisions of Section 2.5, 3.2 or 4.2(g).(iii)
    
    Any period excluded under the provisions of Schedule A.
 2.4
    
    Breaks in Service
 (a)
    
    Vesting Service and Benefit Service. An Employee shall incur a one
year Break in Service for each one year Period of Severance. However, if an Employees
employment is terminated because of a Parental Leave prior to the first anniversary of
his last day worked, a Break in Service shall occur only if the Employee is not
reemployed or does not return to active service within two years of his Severance Date;
and provided further that the first 12 months following his Severance Date shall not be
considered in determining the number of consecutive one year Breaks in Service in
applying the provisions of Section 2.5.(b)
    
    Participation Service. An Employee shall incur a one year Break in
Service for each Plan Year in which the Employee does not complete at least one Hour of
Service. The first Plan Year used for this purpose is the Plan Year immediately
following the Plan Year in which he first performed an Hour of Service for the Employer
or an Affiliated Employer.(c)
    
    Prior Breaks in Service. Breaks in Service for periods prior to
December 28, 1992 shall be determined under the provisions of the ACC Retirement Plan
as in effect at the time the Break in Service occurred.
 All Nonunion Employees 
January 1, 2009
    
    9




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##### 



2.5
    
    Loss of Service
 (a)
    
    Vesting Service and Benefit Service. An Employee who is not vested in
any part of his Accrued Benefit and who incurs a Period of Severance shall lose credit
for all Vesting Service and Benefit Service earned prior to his Severance Date if the
number of consecutive one year Breaks in Service is greater than five.(b)
    
    Participation Service. A Member who is not vested in any part of his
Accrued Benefit and incurs at least five consecutive one year Breaks in Service shall
lose credit for Participation Service earned prior to the Break in Service.(c)
    
    Cash Outs. A Member who, following his termination of employment,
receives his entire Accrued Benefit in one lump sum shall have his Benefit Service,
upon which such lump sum was based, restored if he is subsequently reemployed by the
Employer or an Affiliated Employer, provided that his retirement benefit payable upon
his subsequent termination of employment shall be reduced by an amount of Equivalent
Actuarial Value to the lump sum payment he received upon his prior termination of
employment.
 2.6
    
    Credit for Periods of Military ServiceNotwithstanding any provision of the Plan to the contrary, contributions, benefits and
service credit with respect to qualified military service shall be provided in accordance
with Section 414(u) of the Code.
 All Nonunion Employees 
January 1, 2009
    
    10




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##### 



ARTICLE 3. PARTICIPATION
 3.1
    
    Participation  Required ServiceEach Employee shall become a Member on the first day of the month coincident with or next
following the later of (a) the completion of one year of Participation Service or (b) the
date the Employee becomes an Eligible Employee.Notwithstanding the foregoing or any provision of the Plan to the contrary, this Appendix 1
is closed to new Members on and after January 1, 2008, except that an Eligible Employee of
Graphic Packaging International, Inc. on December 31, 2007 who was not then a Member because
he had not yet met the service requirement for eligibility to participate in the Plan will
remain eligible to become a Member upon completion of the service requirement as set forth
in the preceding paragraph provided that he remains continuously employed as an Eligible
Employee until the date he becomes a Member.3.2
    
    Re-EmploymentIf, prior to becoming a Member, an Employee ceases to be an Eligible Employee or incurs a
Break in Service of at least one year, the Employee shall, upon again becoming an Eligible
Employee, become a Member following the completion of the participation requirements under
Section 3.1.A Member who ceases to be an Eligible Employee shall, upon again becoming an Eligible
Employee, immediately become a Member if the Member had previously completed the
participation requirements under Section 3.1 and his Participation Service is not lost under
the provisions of Section 2.5(b).Notwithstanding the preceding paragraphs of this Section, any employee who incurs a
termination of service either before, or on or after January 1, 2008 and is rehired as an
employee by the Employer on or after January 1, 2008 shall be ineligible to again become an
active Member and shall be ineligible to receive future accruals under the terms of the Plan
on and after his date of reemployment. Following his date of reemployment, the Accrued
Benefit of such a Member shall be determined on the basis of his Average Final Salary,
Covered Compensation and Benefit Service determined as of his prior termination of
employment and under the benefit formula in effect on that date. Further any employee who
becomes an Eligible Employee on or after January 1, 2008 on account of a transfer of
employment to a position as an Eligible Employee shall be ineligible to become a Member
under this Appendix 1.
 All Nonunion Employees
    
    
    11January 1, 2009




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##### 



ARTICLE 4. TRANSFERS
 4.1
    
    Applicability of Transfer ProvisionsAnything contained herein to the contrary notwithstanding, the provisions of this Article 4
shall apply to any person who:
 (a)
    
    ceases to be an Eligible Employee but remains in the employ of the Employer or
an Affiliated Employer as an employee,(b)
    
    becomes an Eligible Employee subsequent to having been in the employ of the
Employer or an Affiliated Employer as an employee,(c)
    
    ceases to be an Eligible Employee of this Appendix 1 and becomes an Eligible
Employee under another Appendix of the Plan,(d)
    
    ceases to be an Eligible Employee of another Appendix of the Plan and becomes
an Eligible Employee under this Appendix 1,(e)
    
    ceases to be an Eligible Employee and becomes a Leased Employee, or(f)
    
    ceases to be a Leased Employee and becomes an Eligible Employee.
 4.2
    
    Rules to Calculate Benefits
 (a)
    
    Participation Service and Vesting Service. Participation Service and
Vesting Service shall include all such service which was rendered while the person was
an employee to the same extent that it would have been if the service had been rendered
as an Eligible Employee, subject to the provisions of paragraph (f), if applicable.(b)
    
    Benefit Service. Benefit Service for purposes of computing a Members
Accrued Benefit shall include only that Benefit Service rendered while an Eligible
Employee of this Appendix 1, unless specifically provided otherwise in this Appendix 1.(c)
    
    Compensation and Covered Compensation. Compensation shall only include
Compensation earned while the person was employed as an Eligible Employee. Covered
Compensation shall be determined at the time the person ceases to be an Eligible
Employee.(d)
    
    Retirement or Termination While an Eligible Employee. The Pension
payable with respect to a person who retires or terminates while an Eligible Employee
under this Appendix 1 shall be determined in accordance with the benefit formula and
other provisions of this Appendix 1 as in effect on his date of retirement or other
termination of employment.
 All Nonunion Employees
    
    
    12January 1, 2009




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##### 



(e)
    
    Retirement or Termination as Other Than an Eligible Employee. The
Pension payable with respect to a person who retires or terminates his employment with
the Employer and all Affiliated Employers subsequent to the satisfaction of the
eligibility requirements for a Pension under this Appendix 1 but who is not an Eligible
Employee on his date of retirement or other termination of employment shall be
determined in accordance with the benefit formula and other provisions of this Appendix
1 as in effect on the date he ceased to be an Eligible Employee, unless the Plan
specifically provides otherwise.(f)
    
    Application of Different Service Computation Methods. If an employee
becomes an Eligible Employee under this Appendix 1 after having been an Eligible
Employee under another Appendix of the Plan and as a result of his transfer, the
methodology for computing his Vesting Service and/or Benefit Service is changed from
the computation period method under the other Appendix to the elapsed time method under
this Appendix 1, the rules described in Section 1.410(a)-7(f) of the U. S. Treasury
Department regulations shall be applied in determining the Vesting Service and/or
Benefit Service to be credited to the Eligible Employee to the extent such application
would result in a greater benefit to the Member.(g)
    
    Transfers to Eligible Employee Status on or After January 1, 2008.
Notwithstanding the preceding provisions of this Section 4.2 or any other provision of
the Plan to the contrary, in the event an employee becomes an Eligible Employee under
the circumstances described in Section 4.1(b), (d) or (f) above on or after January 1,
2008, such employee shall be ineligible to become a Member of this Appendix 1 and shall
not be entitled to accrue any benefit under this Appendix 1.
 All Nonunion Employees
    
    
    13January 1, 2009




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##### 



ARTICLE 5. BENEFITS
 5.1
    
    Normal Retirement Pension
 (a)
    
    Eligibility. Every Member who attains his Normal Retirement Age while
in the active service of the Employer or an Affiliated Employer shall be fully vested
in his normal retirement Pension. A Member may retire from service on a normal
retirement Pension beginning on his Normal Retirement Date, or he may remain in service
in which event the provisions of Section 5.2 shall be applicable.(b)
    
    Commencement. The normal retirement Pension shall commence effective
as of the Members Normal Retirement Date unless the Member elects to postpone the
commencement of his Pension until the first day of any later month. However, in no
event shall a Members Pension commence later than his Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to the provisions of Section 6.1(b), the annual amount
of the normal retirement Pension payable upon retirement on the Members Normal
Retirement Date shall be equal to the sum of (i) and (ii) but not less than the greater
of either (iii) or (iv):
 (i)
    
    0.90% of Average Final Salary up to Covered Compensation plus
1.40% of Average Final Salary in excess of Covered Compensation multiplied by
Benefit Service up to 35 years.(ii)
    
    1.20% of Average Final Salary multiplied by Benefit Service in
excess of 35 years.(iii)
    
    The Members Accrued Benefit determined as of December 31,
2006 under the provisions of the Plan then in effect.(iv)
    
    Solely with respect to a Member who completes at least one Hour
of Service on or after September 30, 2007: $1,200, less the annual normal
retirement Pension provided under any other Appendix in this Plan (except
Appendix 10) and any other qualified defined benefit retirement plans sponsored
by the Employer.
 However, the annual normal retirement Pension shall never be less than the greatest
annual amount of reduced early retirement Pension which the Member could have
received under Section 5.3 before his Normal Retirement Date, except to the extent
permitted by law.In the event a Member retires on his Normal Retirement Date but defers payment to a
later date under the provisions of paragraph (b) above, the Members Pension payable
upon the later commencement date shall be of Equivalent Actuarial Value to the
Pension otherwise payable as of his Normal Retirement Date.
 All Nonunion Employees
    
    
    14January 1, 2009




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##### 



5.2
    
    Late Retirement Pension
 (a)
    
    Eligibility. In the event a Member remains in service after his Normal
Retirement Date, no Pension shall be payable during such continuance in service,
subject to the provisions of Section 2.5(b) of the Core Document. Upon retirement on a
Late Retirement Date, such Member shall be eligible to receive a monthly late
retirement Pension.(b)
    
    Commencement. The late retirement Pension shall commence effective as
of the Members Late Retirement Date unless the Member elects to postpone the
commencement of his Pension until the first day of any later month. However, in no
event shall the Members Pension commence later than his Required Beginning Date.
Pension checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to the following provisions of this paragraph (c) and
Section 6.1(b), the Members late retirement Pension shall be an immediate Pension
beginning on the Members Late Retirement Date and shall be equal to (i) the amount
determined in accordance with Section 5.1 based on the Members Benefit Service,
Average Final Salary and Covered Compensation as of his Late Retirement Date, or, if
greater, (ii) an amount of Equivalent Actuarial Value to the Pension to which the
Member would have been entitled under Section 5.1 if he had retired on his Normal
Retirement Date, recomputed as of the first day of each subsequent Plan Year (and as of
his actual Late Retirement Date) as if each such date were the Members Late Retirement
Date. In the event a Member retires on a Late Retirement Date but defers payment to a
later date under the provisions of paragraph (b) above, the Members Pension payable
upon the later commencement date shall be of Equivalent Actuarial Value to the Pension
otherwise payable as of his Late Retirement Date.
 5.3
    
    Early Retirement Pension
 (a)
    
    Eligibility. A Member who terminates employment with the Employer and
all Affiliated Employers on or after his 55th birthday and before his Normal Retirement
Date and is credited with at least 10 years of Vesting Service shall be entitled to
receive an early retirement Pension.(b)
    
    Commencement. The early retirement Pension shall be a deferred Pension
commencing as of the Members Normal Retirement Date. However, the Member may elect to
receive a reduced early retirement Pension effective as of the first day of any earlier
month following the Members termination of employment, provided that an election of an
early payment date shall be subject to the notice and timing requirements set forth in
Section 2.3 of the Core Document. Alternatively, the Member may elect to postpone
commencement of his early retirement Pension to the first day of any month following
his Normal Retirement Date, but in no event later than his Required Beginning Date.
Pension checks are issued at the end of each month for which payment is due.
 All Nonunion Employees
    
    
    15January 1, 2009




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##### 



(c)
    
    Amount. Subject to the provisions of Section 6.1(b), the monthly
amount of the Members early retirement Pension payable as of his Normal Retirement
Date shall be equal to his Accrued Benefit determined as of the date of the Members
retirement. In the event the Member elects to defer commencement of his early
retirement Pension beyond his Normal Retirement Date, the Members Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable as of his Normal Retirement
Date. In the event a Member elects to commence payment prior to his Normal Retirement
Date, the Members Pension payable as of the earlier commencement date shall be equal
to his Accrued Benefit reduced by 5/12 of 1% for each month by which the commencement
date of the Members early retirement Pension precedes his Normal Retirement Date;
provided, however, if the Member shall have 25 years of Vesting Service at his date of
retirement, the Members early retirement Pension shall be equal to the deferred
Pension reduced by 5/12 of 1% for each month by which the commencement date of the
Members early retirement Pension precedes the first day of the calendar month
coincident with or immediately following the Members 62nd birthday. Notwithstanding
the foregoing, in no event shall the Members early retirement Pension commencing prior
to his Normal Retirement Date be less than the Pension to which the Member would have
been entitled under this Section based on his Accrued Benefit as of December 31, 2006
and payable at the earlier commencement date under the terms of the Plan as in effect
on December 31, 2006.
 5.4
    
    Disability Benefit
 (a)
    
    Eligibility. A Member who terminates from employment with the Employer
and all Affiliated Employers as an Eligible Employee on account of Disability shall be
entitled to benefits as provided in this Section. A Member must file an application
requesting a determination of Disability with the Retirement Committee prior to the
Eligible Employees termination of employment.(b)
    
    Commencement and Duration. In the event the Member remains Disabled
until his Normal Retirement Date, he shall be entitled to a Pension payable in monthly
installments commencing as of his Normal Retirement Date or as of such later date as of
which the Member ceases to accrue Benefit Service under the provisions of paragraph (c)
below. If the Members Disability ceases prior to the Members Normal Retirement Date,
the Members entitlement to benefits under this Plan shall be determined as provided
under paragraph (c) below. A Member may also elect to postpone commencement of his
Pension in accordance with the provisions of Section 5.1(b). However, payment shall
commence no later than the Members Required Beginning Date.(c)
    
    Amount. The amount of the Pension payable to a Member entitled to
benefits under this Section shall be determined by (i) considering Benefit Service as
if the Members Benefit Service continued uninterrupted to the earlier of the date the
Members Disability ceases or the Members Normal Retirement Date, provided, however,
if the Member becomes Disabled after attaining age 60, the Member shall be entitled to
accrue Benefit Service for a period of five years provided he
 All Nonunion Employees
    
    
    16January 1, 2009




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##### 



remains Disabled during that period, (ii) using the benefit formula in effect on the
date the Member ceases to accrue Benefit Service under clause (i); and (iii) using
Covered Compensation frozen as of the date the Member became Disabled (determined
under the terms of the Plan and applicable law as in effect on that date).However, in no event shall a Members Pension payable under this Section on or after
January 1, 2007 be less than the benefit the Member had accrued under the provisions
of this Section as of December 31, 2006 under the terms of the Plan then in effect.In the event a Member who becomes Disabled after age 60 ceases to be eligible for
payments under the Employers long term disability plan on account of age, the
Retirement Committee shall determine the Members continued disability for the
period of time during which he may accrue Benefit Service under (i) above, based on
such medical evidence as the Retirement Committee shall require in accordance with
such uniform rules as it shall adopt and by applying the same definition of
disability as contained under the Employers long term disability plan. In the
event such Member continues to accrue Benefit Service after his Required Beginning
Date, his Pension shall be recomputed as of the end of each Plan Year following his
Required Beginning Date (and as of the date he ceases benefit accruals) to reflect
additional accruals. The Members recomputed Pension shall be reduced by the
Equivalent Actuarial Value of the total payments of his Pension paid prior to such
recomputation to arrive at his Pension payable following the recomputation (provided
no reduction shall reduce a Members Pension below the amount of Pension payable to
the Member prior to the recomputation).If the Members Disability ceases before the Members Normal Retirement Date, the
Member shall cease to accrue any further benefits under this Section as of the date
he ceases to be Disabled and his Pension shall be determined under Section 5.3 or
5.5, as applicable, but based on Covered Compensation frozen as of the date the
Member became Disabled (determined under the terms of the Plan and applicable law as
in effect on that date), and including the Benefit Service the Member accrued during
the period the Member was receiving benefits under the Employers long-term
disability plan or, if applicable, would be receiving benefits but for a long-term
disability plan age-based limitation on benefits which is different than the
age-based limitation described in the preceding paragraph.However, in no event shall the benefit of a Member who recovers from a Disability
and returns to active employment as an Eligible Employee be less than the Pension
computed as of the date of the Members Disability (or as of December 31, 2006, if
applicable).
 All Nonunion Employees
    
    
    17January 1, 2009




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##### 



(d)
    
    Election of Benefit Commencement In Lieu of Continued Accruals.
Notwithstanding the preceding provisions of this Section 5.4, if a Member who is
accruing Benefit Service under the provisions of this Section meets the requirements to
commence payment of a Pension under the provisions of Section 5.1, 5.2, 5.3 or 5.5
(including Vesting Service credited under this Section) as of the day before the
Members Annuity Starting Date, the Member may elect to cease further benefit accruals
under the preceding provisions of this Section 5.4 and, in lieu thereof, elect to
commence payment of a Pension under the provisions of Section 5.1, 5.2, 5.3 or 5.5.
The amount of the Pension for a Member who elects to commence payments under this
paragraph shall be determined using Covered Compensation frozen as of the date the
Member became Disabled (determined under the terms of the Plan and applicable law as in
effect on that date) and on the basis of the Members Average Final Salary and Benefit
Service as of the date the Member ceases to accrue further accruals under this Section.
The Members early retirement Pension or vested Pension shall be reduced to reflect
its commencement prior to the Members Normal Retirement Date in accordance with the
provisions of Section 5.3 or 5.5, as applicable. In the event payment commences after
the Members Normal Retirement Date, the Members Pension shall be determined in
accordance with the provisions of Section 5.2.
 5.5
    
    Vested Pension
 (a)
    
    Eligibility. A Member who terminates from the Employer and all
Affiliated Employers for reasons other than retirement or death prior to age 65, and
has five or more years of Vesting Service prior to his termination date, shall be
eligible for a vested Pension.(b)
    
    Commencement. The vested Pension shall be an unreduced deferred
Pension beginning as of the Members Normal Retirement Date. However, a Member may
elect to receive a reduced vested Pension effective as of the first day of any earlier
month coincident with or following the date he attains age 55, provided that an
election of an early payment date shall be subject to the notice and timing
requirements set forth in Section 2.3 of the Core Document. Alternatively, a Member
may elect to postpone commencement of his vested Pension to the first day of any month
following his Normal Retirement Date, but not later than his Required Beginning Date.
Pension checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to Section 6.1(b), the amount of a Members vested
Pension payable as of his Normal Retirement Date shall be equal to his Accrued Benefit
determined as of the date of the Members termination of employment. If the vested
Pension commences after the Members Normal Retirement Date, the Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable at the Members Normal
Retirement Date. If payment of the vested Pension commences before the Members Normal
Retirement Date, the Members vested Pension shall be the Accrued Benefit multiplied by
the appropriate factor from the following schedule:
 All Nonunion Employees
    
    
    18January 1, 2009




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##### 



Age Pension
    
    PercentCommences
    
    Payable*55
56
57
58
59
60
61
62
63
64
    
    39
42
46
50
55
61
67
74
81
90
 Notwithstanding the foregoing, in no event shall the Members vested Pension
commencing prior to his Normal Retirement Date be less than the benefit to which the
Member would have been entitled under this Section based on his Accrued Benefit as
of December 31, 2006 and payable at the earlier commencement date under the terms of
the Plan as in effect on December 31, 2006.
 5.6
    
    Surviving Spouses Pension
 (a)
    
    Eligibility. The surviving Spouse of a married Member shall be
eligible for a surviving Spouses Pension if such married Member dies before his
Annuity Starting Date:
 (i)
    
    In active service after he has completed the requirements for a
normal retirement Pension under Section 5.1; a late retirement Pension under
Section 5.2; or an early retirement Pension under Section 5.3; or(ii)
    
    After retiring with entitlement to a normal retirement Pension
under Section 5.1; a late retirement Pension under Section 5.2; or an early
retirement Pension under Section 5.3; or(iii)
    
    Either in active service or after terminating service on or
after January 1, 1976, but in either event with entitlement to a vested Pension
under Section 5.5; or(iv)
    
    While accruing benefits under the provisions of Section 5.4.
 (b)
    
    Commencement. Payment of the surviving Spouses Pension to the Spouse
shall commence effective as of the Members Normal Retirement Date or as of the first
day of the month coincident with or next following his date of death, if later.
Notwithstanding the foregoing, the surviving Spouse may elect to commence payment of
the surviving Spouses Pension effective as of the first day of any
 
 *
    
    When the age at commencement is other than
full years, the factors in the above schedule shall be interpolated to four
decimal places to take into account the number of full months. All Nonunion Employees
    
    
    19January 1, 2009




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##### 



earlier month coincident with or following the earliest date the Member could have
elected to commence benefit payments or the first day of any month coincident with
or following his date of death, if later, or the surviving Spouse may elect to defer
payments up to the first day of any month following the Members Normal Retirement
Date, but not later than the end of the calendar year in which the deceased Member
would have attained age 701/2. Pension checks are issued at the end of each month for
which payment is due.(c)
    
    Amount. The amount of the monthly surviving Spouses Pension payable
to the Members Spouse shall be equal to the Pension that would have been payable to
the Members Spouse if the Member had elected to have his Pension commence in the form
of a Qualified Joint and Survivor Annuity on his Normal Retirement Date or upon his
date of death, if later.However, if within the 90-day period prior to his Annuity Starting Date a Member has
elected an optional form of payment which provides for monthly payments to his
Spouse for life in an amount equal to at least 50 percent but not more than 100
percent of the monthly amount payable under the option for the life of the Member
and such option is of Equivalent Actuarial Value to the Qualified Joint and Survivor
Annuity, such optional form of payment shall be used for computing the surviving
Spouses Pension instead of the Qualified Joint and Survivor Annuity. Further, a
Member who dies after qualifying for an early, normal or late retirement Pension
shall be deemed to have elected a Qualified Joint and 100% Survivor Annuity and the
amount of the survivor annuity calculated under this paragraph shall be calculated
on that basis.In any case in which the surviving Spouses Pension commences (in accordance with
paragraph (b) above) prior to the Members Normal Retirement Date, the amount of the
surviving Spouses Pension shall be adjusted to reflect a reduction for early
commencement equivalent to the reduction that would have been applied in determining
the amount of the Members Pension under the provisions of Section 5.3 or 5.5, as
applicable, had the Member begun to receive his Pension as of such commencement
date. If a Member who is covered under this Appendix 1 dies after he has reached his
55th birthday and completed at least 25 years of Vesting Service, the Pension
payable to his surviving Spouse shall be increased if the Spouse postpones payment
beyond the date the Member would have attained age 62. The Spouses Pension
otherwise payable at the date the Member would have attained age 62 shall be
increased by 0.25% per month for every month that the postponed commencement date
follows the first day of the month after the Member would have attained his 62nd
birthday up to the Members Normal Retirement Date.
 All Nonunion Employees
    
    
    20January 1, 2009




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##### 



In any case in which the surviving Spouse elects to defer commencement after the
Members Normal Retirement Date, the surviving Spouses Pension shall be of
Equivalent Actuarial Value to the benefit otherwise payable to the Spouse at the
later of the Members Normal Retirement Date (taking into account the adjustment
provided for in the preceding paragraph, if applicable) or the earliest date the
Spouse was eligible to commence payment.If the Members death occurred while he was accruing benefits under Section 5.4, the
surviving Spouses Pension: (i) shall be based on the Members Accrued Benefit at
his date of death determined by using Covered Compensation as of the date the Member
became Disabled, and Average Final Salary and Benefit Service as of his date of
death including the period during which the Member was accruing Benefit Service
under Section 5.4, and, if applicable, (ii) shall be reduced for early commencement
based on the reduction that would apply if the Members Pension had commenced on the
commencement date elected by the Spouse.In the event a Member dies on or after January 1, 2007, while in qualified military
service and while his reemployment rights are protected under law, the surviving
Spouses Pension shall be calculated based on the assumption that the Member had
returned to active employment and then terminated employment on account of his or
her death. However, in determining the amount of the surviving Spouses Pension,
the Members Accrued Benefit shall be determined at the date the Member entered
military service and no Pensionable Earnings or Benefit Service shall be imputed for
the period of military service.(d)
    
    Small Lump Sum Payment. Notwithstanding the preceding provisions of
this Section, a lump sum payment of Equivalent Actuarial Value shall be paid to the
Spouse in lieu of the monthly Pension if the present value of the Spouses Pension
payable as of the Members Normal Retirement Date or date of death, if later, amounts
to $5,000 or less. The lump sum payment shall be made as soon as practicable following
the Members date of death. In no event shall a lump sum payment be made following the
date Pension payments have commenced to the Spouse as an annuity.
 All Nonunion Employees
    
    
    21January 1, 2009




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##### 



ARTICLE 6. FORMS OF PAYMENT
 6.1
    
    Automatic Form of Payment
 (a)
    
    Unmarried Member. If a Member is not married on his Annuity Starting
Date, the monthly Pension shall be payable as a single life annuity for the Members
lifetime, unless the Member has elected an optional form of benefit as provided in
Section 6.2.(b)
    
    Married Member. If a Member is married on his Annuity Starting Date,
the monthly Pension shall be payable as a Qualified Joint and Survivor Annuity, unless
the Member has elected an optional form of benefit as provided in Section 6.2.(c)
    
    Cash-Outs. Notwithstanding any provision of the Plan to the contrary,
if the Equivalent Actuarial Value of the Pension payable to a Member from the Plan
determined as of his Normal Retirement Date or actual termination of employment, if
later, is $5,000 or less, such Pension shall be paid in a lump sum which is the
Equivalent Actuarial Value of such Pension. The lump sum payment shall be made as soon
as administratively practicable following the Members Severance Date, provided the
Members Pension has not commenced in the form of an annuity. In the event a Member is
not entitled to any Pension upon his Severance Date, he shall be deemed cashed out as
of the date he terminates employment and shall forfeit any benefit under the Plan.
However, in the event a Member described in the preceding sentence is subsequently
reemployed, his benefit shall be eligible for reinstatement under the provisions of
Section 2.5.
 6.2
    
    Optional Forms of PensionSubject to the provisions of Section 2.3 of the Core Document, a Member may elect to convert
the Pension otherwise payable to him into an optional Pension of Equivalent Actuarial Value,
as provided in one of the options named below:
 (a)
    
    Option 1  Single Life AnnuityA monthly Pension shall be paid during the life of the Member with no Pension
payable after his death.(b)
    
    Option 2  100% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, 100% of such reduced monthly Pension shall be continued during the life of
and shall be paid to the Members Beneficiary.
 All Nonunion Employees
    
    
    22January 1, 2009




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##### 



(c)
    
    Option 3  75% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 75% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(d)
    
    Option 4  50% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 50% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(e)
    
    Option 5  25% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 25% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(f)
    
    Option 6  10 Years Certain and Life AnnuityA monthly Pension shall be paid during the life of the Member and payments shall be
guaranteed to be made for a minimum period of 10 years. In the event of the death
of the Member after the Annuity Starting Date, but before the Members receipt of
monthly Pension payments for 10 years, the remainder of such payments shall be made
to the Members Beneficiary, or in the absence of a surviving Beneficiary, the
residual value of the remaining payments shall be paid to the Members estate in one
lump sum.If the designated Beneficiary should die after receiving at least one payment, and
if further payments are due after the death of the designated Beneficiary, the
further payments shall be made to any person(s) designated by the Member as an
alternate Beneficiary or, in the absence of an alternate surviving Beneficiary, the
residual value of the remaining payments shall be paid to the estate of the last
surviving Beneficiary in one lump sum.The residual value shall be determined on the basis of an interest rate of 120
percent of the mid-term Applicable Federal Rate for the first month of the
applicable Plan Year, compounded annually.(g)
    
    Option 7  Level Income OptionUnder the level income option, a Member who retires when eligible for an early
retirement Pension or terminates employment with eligibility for a vested Pension
and whose Annuity Starting Date precedes the Members 62nd birthday may
elect to receive a retirement Pension of Equivalent Actuarial Value beginning as of
the
 All Nonunion Employees
    
    
    23January 1, 2009




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##### 



Members Annuity Starting Date and continuing to the first day of the month in which
the Members death occurs. Payments will be made monthly at one rate until a Member
becomes eligible for a primary Social Security benefit (age 62) (the changeover
date), and at a lower rate thereafter.The difference between the amount payable before and after the changeover date will
approximate the old age benefit estimated by the Retirement Committee to be payable
to the Member under the Social Security Act on the changeover date, as if payment of
such benefit were to begin on the changeover date. Unless the Member provides the
Retirement Committee with documentation of the Members salary history, the old age
benefit will be estimated in accordance with uniform, nondiscriminatory rules based
on the following assumptions: (A) the Member continued to receive earnings between
the date of his termination of employment with the Employer and the Members
changeover date in an amount equal to the full calendar year pay immediately prior
to his termination of employment, and (B) the Members earnings before the full
calendar year immediately prior to his termination of employment will be projected
backward by applying a salary scale which equals the change in national average
wages from year to year as determined by the Social Security Administration.If a Member dies after Pension payments have commenced, any payments continuing to
be made to a Beneficiary shall be distributed at least as rapidly as under the
method of distribution being used as of the Members date of death.
 6.3
    
    Commencement and Duration of PaymentsThe first monthly payment of a Pension to a Member shall be made on or about the last
business day of the month in which the Members Annuity Starting Date occurs. Subsequent
monthly payments shall be made on or about the last business day of each subsequent month
during the Members lifetime. The last monthly payment to the Member shall be made on or
about the last business day of the month in which the Member dies (unless an earlier
termination date is provided under the optional form of payment elected by the Member).In the event payments are due to a surviving Spouse or other Beneficiary following the
Members death under the form of payment then in effect, the first payment due the surviving
Spouse or other Beneficiary shall be made on or about the last business day of the month
following the calendar month in which the Member died. Subsequent monthly payments shall be
made on or about the last business day of each month during the Spouses or Beneficiarys
lifetime (or during the remaining period certain, if applicable). The last monthly payment
shall be made on or about the last business day of the month in which the Spouse or
Beneficiary dies (or, if earlier, upon the expiration of the period certain, if applicable).
 All Nonunion Employees
    
    
    24January 1, 2009




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##### 



SCHEDULE A
 SPECIAL PROVISIONS APPLICABLE TO CERTAIN PARTICIPATING UNITS,
LOCATIONS, AND EMPLOYEE GROUPS UNDER THIS APPENDIX 1
 Effective Date
    
    Members Covered
    
    Special ProvisionsDecember 28, 1992
    
    An individual who
was an Employee of ACX
Technologies, Inc.
(ACX) or a
subsidiary of ACX on
December 27, 1992
    
    An affected Employee
shall receive credit
under this Plan for
all service performed
for ACCo, and
compensation paid by
ACCo, prior to
December 28, 1992 and
credited under the
terms of the ACC
Retirement Plan, as
provided in this
Schedule. Credit for
such service and
compensation shall be
given under this Plan
for purposes of
participation,
vesting, benefit
accrual, and all other
purposes of the Plan
including, but not
limited to,
eligibility for the
Rule of 90, the Rule
of 85 (applicable to
Golden Aluminum) and
any other retirement
subsidies that are
conditioned on the
Employees service and
compensation. Service
credit for periods
prior to December 28,
1992, including Breaks
in Service and loss of
service, and credit
for compensation shall
be determined
according to the
provisions of the ACC
Retirement Plan in
effect at the time the
service was rendered,
the Employee was
absent from service,
or the compensation
was earned. An
individual who
terminates employment
with ACCo either
before, on, or after
December 28, 1992 and
who becomes an
Employee on or after
December 28, 1992
shall not receive
credit for any purpose
of this Plan for any
service with or
compensation paid by
ACCo.
 All Nonunion Employees
    
    
    25January 1, 2009




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##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsMarch 19, 1996
    
    On March 19,
1996, Coors Technical
Ceramics Company, a
subsidiary of Coors
Porcelain Company and
an Affiliated Employer
that has adopted the
Plan, acquired all of
the assets of The HB
Company. Affected
Employees are those
employees of The HB
Company who became
employees of Coors
Technical Ceramics
Company on March 19,
1996 (HB Employees)
    
    An affected Employee
shall receive credit
for Participation
Service for all
service performed for
The HB Company and its
affiliates. All HB
Employees who are
credited with at least
one year of
Participation Service,
based on the preceding
sentence, became
eligible to
participate under this
Appendix on March 19,
1996.
For purposes of
calculating Vesting
Service and Benefit
Service, the HB
Employees service
commences March 19,
1996. For purposes of
calculating
Pensionable Earnings,
the HB Employees
compensation commences
March 19, 1996.
 All Nonunion Employees
    
    
    26January 1, 2009




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##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsAugust 2, 1999
    
    Former Fort James Non-Union Employees
    
    The affected Employee
shall receive Vesting
Service for the
Employees period of
vesting service with
Fort James Corporation
and any entity related
to Fort James
Corporation
(under Section 414(b),
(c) or (m) of the
Code) to the extent
such service would be
counted as Vesting
Service had Fort James
Corporation and any
such related entity
been a participating
Employer during the
period such service
was rendered.
The affected
Employee shall not
receive credit for
Benefit Service for
any period of
employment with Fort
James or any entity
related to Fort James
except an affected
Employee who was a
participant in the
Pension Plan for
Active Marathon Hourly
Employees and whose
accrued benefit was
transferred to the
Plan from the Fort
James Retirement Plan
shall receive credit
for his period of
employment with
Fort James
Corporation and any
entity related to Fort
James Corporation
(under Section 414(b),
(c) or (m) of the
Code) to the extent
such service would be
counted as Benefit
Service had Fort James
Corporation and any
such related entity
been a participating
Employer during the
period such service
was rendered.
 All Nonunion Employees
    
    
    27January 1, 2009




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##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsJanuary 1, 2000
    
    Employees who
were previously a
participant in the
Universal Packaging
Corporation Pension
Plan prior to January
1, 2000
    
    The affected Employee
shall receive Vesting
Service for the
Employees period of
vesting service with
Universal Packaging
Corporation prior to
January 1, 2000.
The affected Employee
shall not receive
credit for Benefit
Service or
compensation for any
period of employment
with Universal
Packaging Corporation
prior to January 1,
2000.January 1, 2000
    
    Participants who
were employed by
Gravure Richmond
(Gravure Packaging
Inc. prior to April
18, 1996 and Graphic
Packaging Corporation
of Virginia on and
after April 18, 1996)
prior to January 1,
2000
    
    The affected Employee
shall receive Vesting
Service for the
Employees period of
vesting service with
Gravure Richmond prior
to January 1, 2000.
The affected Employee
shall not receive
credit for Benefit
Service or
compensation for any
period of employment
with Gravure Richmond
prior to January 1,
2000.March 6, 2003
    
    On March 6, 2003,
the Employer acquired
all of the assets of
J. D. Cahill Co., Inc.
(Cahill). Affected
Employees are those
employees of Cahill
who became employees
of the Employer on
March 6, 2003.
    
    The affected Employees
shall receive credit
for Participation
Service and Vesting
Service for all
service performed for
Cahill and its
affiliates. All
affected Employees who
are credited with at
least one year of
Participation Service,
based on the preceding
sentence, became
eligible to
participate in this
Plan on March 6, 2003.
For purposes of
calculating Benefit
Service and
Pensionable Earnings,
the affected
Employees service and
compensation commences
March 6, 2003.
 All Nonunion Employees
    
    
    28January 1, 2009




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##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsAugust 8, 2003
    
    Employees with
service with Riverwood
International
Corporation prior to
August 8, 2003
    
    In no event shall any
period of employment
rendered prior to
August 8, 2003 with
Riverwood
International
Corporation be taken
into account for
purposes of
calculating an
Employees Vesting
Service except to the
extent such inclusion
is required by
applicable law.December 31, 2004
    
    Five legacy
Graphic Packaging
executives whose
employment contracts
as of December 31,
2004 entitle them to
participate in all
retirement plans
applicable to
similarly situated
executives of the
Employer.
    
    The Accrued Benefit of
affected Employees
shall be frozen as of
December 31, 2004. The
affected employees
are:
Michael Doss
David Scheible
Jeffrey Coors
Dwight Kennedy
Donald Sturdivant
 All Nonunion Employees
    
    
    29January 1, 2009




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##### 



SCHEDULE B
 CERTAIN HISTORICAL PROVISIONS
  ARTICLE 1  DEFINITIONS
 A.
    
    Accumulated Contributionsmeans a Members mandatory contributions, made prior to December 1,
1976, together with interest compounded annually from the last day of the Plan Year during
which the contributions were made to the date of calculation at the following rates:
 2% to December 1, 1959,3% from December 1, 1959 to December 1, 1968,4% from December 1, 1968 to December 1, 1976,5% thereafter, or such other rate as may be required by applicable
regulations.
 B.
    
    Actuarial Equivalentmeans a benefit having the same value as the benefit that such Actuarial
Equivalent replaces. The determination of an Actuarial Equivalent shall be based on the
following actuarial assumptions and methods:
 (a)
    
    Prior to June 1, 1998. The term Actuarial Equivalent shall be based
on the actuarial assumptions set forth below, for the single sum payments and optional
forms of retirement benefits payable under the Plan.
 (i)
    
    Interest Assumptions: 101/2% interest, compounded
annually. Provided, however, in no event will the interest assumption used for
purposes of calculating a single sum payment be greater than the interest rate
that would be used by the Pension Benefit Guaranty Corporation for determining
such sum for a terminating nonmultiemployer pension plan as of the beginning of
the Plan Year in which such payment is to be made.(ii)
    
    Mortality Assumptions: The Unisex Pension Mortality
Table of 1984, for Employees and the Unisex Pension Mortality Table of 1984
using a four-year setback for contingent Beneficiaries.
 (b)
    
    On and After June 1, 1998 (Lump sum distributions): Effective for
determinations of single sum payments on and after June 1, 1998, the term Actuarial
Equivalent shall be based on the following actuarial assumptions:
 All Nonunion Employees
    
    
    30January 1, 2009




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##### 



(i)
    
    Interest Assumption: the annual rate of interest on 30
year Treasury securities specified by the Commissioner of Internal Revenue for
the month of November preceding the Plan Year in which the Annuity Starting
Date occurs.(ii)
    
    Mortality Assumption: the 1983 Group Annuity Mortality
Table, as modified by Revenue Ruling 95-6.
 However, notwithstanding the foregoing, no single sum payment shall be less than the
single sum payment calculated using a 101/2% interest rate and the mortality
assumption set forth in (a), based on the Participants benefits accrued through May
31, 1998 and based on the Participants age at the Annuity Starting Date.
Calculations for optional forms of retirement benefits shall be made using the
actuarial assumptions in (a).(c)
    
    On and after January 1, 2007 and prior to January 1, 2009 (non-Code Section
417(e) forms of payment): Effective for determinations of forms of payment not subject
to Code Section 417(e) on and after January 1, 2007, the term Actuarial Equivalent
shall be based on the following actuarial assumptions:
 (i)
    
    Interest Assumption: 5% interest, compounded annually.(ii)
    
    Mortality Assumption: The mortality table prescribed
in IRS revenue Ruling 2001-62.
 C.
    
    Average Monthly Compensationmeans the highest average monthly Compensation that can be
obtained by averaging a Participants monthly Compensation over any 36 consecutive months of
the final 120 months of his service. Months in which the Participant received no Compensation
shall be ignored in determining the 36-consecutive month period or the 120-consecutive month
period so that any gap in consecutive months of compensated service caused by such lack of
Compensation is bridged.With respect to individuals who were Participants on the Distribution Date, the 36-month and
120-month periods shall include periods prior to the Distribution Date for which
Compensation was paid to the Participant by ACCo for services rendered to ACCo. With
respect to individuals who terminate employment with ACCo and become Employees on or after
the Distribution Date, the 36-month and 120-month periods shall not include periods prior to
the Distribution Date.Notwithstanding anything in this Section 1.11 to the contrary, with respect to Participants
who participated in the Universal Packaging Corporation Pension Plan prior to January 1,
2000, Average Monthly Compensation shall only take into account Compensation paid on and
after January 1, 2000.Average Monthly Compensation shall be calculated in the following manner. The 36
consecutive months shall be divided into three 12-consecutive month periods, beginning with
the first month of the 36-consecutive month period. Compensation taken into account for
each 12-consecutive month period shall be limited to the annual
 All Nonunion Employees
    
    
    31January 1, 2009




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##### 



compensation limit, provided that this limitation shall not reduce any benefit accrued as of
December 31, 1988. Compensation (reduced if necessary pursuant to the preceding sentence)
for the three 12-consecutive month periods shall be averaged. The average shall then be
divided by twelve to yield Average Monthly Compensation.D.
    
    Compensationmeans:
 (c)
    
    Benefit Compensation. For purposes of calculating the benefit under
this Plan for a Participant who is not employed by CoorsTek, Inc. and its subsidiaries,
Compensation means an Employees base pay plus any salary reduction contributions made
on the Employees behalf by the Company to any plans maintained by the Company pursuant
to Code §§ 125 or 401(k) but excluding overtime, cash bonuses, and profit sharing pay.
Compensation shall not include amounts allocated and benefits paid under this Plan or
any other pension or profit sharing plan maintained by the Company (other than salary
reduction contributions pursuant to Code §§ 125 and 401(k)). For purposes of
calculating the benefit under this Plan for a Participant who is employed by CoorsTek,
Inc. and its subsidiaries, Compensation means an Employees base pay plus overtime and
any salary reduction contributions made on the Employees behalf by the Company to any
plans maintained by the Company pursuant to Code §§ 125 or 401(k) but excluding cash
bonuses and profit sharing pay. Compensation shall not include amounts allocated and
benefits paid under this Plan or any other pension or profit sharing plan maintained by
the Company (other than salary reduction contributions pursuant to Code §§ 125 and
401(k)).
 (d)
    
    Prior Compensation. Compensation shall include all amounts treated as
compensation under the ACC Retirement Plan for periods prior to the Distribution Date
for those individuals who became Participants on the Distribution Date. Amounts
treated as compensation for periods prior to the Distribution Date shall be disregarded
for individuals who terminate employment with ACCo and become Employees on and after
the Distribution Date.
 ARTICLE 2- SERVICE
 A.
    
    Vesting Service and Benefit Service. An Employee who is not vested in any part of
his Accrued Benefit and who incurs a Period of Severance shall lose credit for all Vesting
Service and Benefit Service earned prior to his Severance Date if the number of consecutive
one year Breaks in Service is greater than the greater of (i) the number of years of Vesting
Service or Benefit Service, respectively, or (ii) five.B.
    
    Participation Service. A Member who is not vested in any part of his Accrued Benefit
and incurs at least five consecutive one year Breaks in Service shall lose credit for
Participation Service earned prior to the Break in Service if the number of consecutive one
year Breaks in Service is equal to or greater than the number of years of Participation
Service prior to the Break in Service in which the Member completed at least one Hour of
Service.
 All Nonunion Employees
    
    
    32January 1, 2009




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##### 



ARTICLE 5- BENEFITS
 A.
    
    Normal Retirement Pension
 I.
    
    Monthly Benefit For Employees Who are Former Fort James Non-Union
Employees. Effective August 2, 1999 with respect to Former Fort James Non-Union
Employees, the monthly normal retirement benefit shall be the total of the following:
 (i)
    
    1% of Average Monthly Compensation times years of Benefit
Service; plus(ii)
    
    0.50% of Average Monthly Compensation in excess of Covered
Compensation times years of Benefit Service.
 II.
    
    Monthly Benefit for Employees Who are Not Former Fort James Employees.
With respect to Employees who are not Former Fort James Employees, the monthly normal
retirement benefit shall be the total of the following:
 (i)
    
    Effective for Plan Years beginning prior to January 1, 2000,
for Participants employed by a Graphic Employer who are not Former Fort James
Employees:
 (A)
    
    1.25% of Average Monthly Compensation times
years of Benefit Service earned prior to January 1, 2000, up to 30
years; plus(B)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service earned prior to
January 1, 2000, up to 30 years; plus(C)
    
    0.50% of Average Monthly Compensation times
years of Benefit Service earned prior to January 1, 2000, in excess of
30 years.
 (ii)
    
    Effective for Plan Years beginning on and after January 1,
2000, for Participants employed by a Graphic Employer who are not Former Fort
James Employees:
 (A)
    
    The Participants monthly accrued benefit
determined under Section 5.1(e)(i) as of December 31, 1999, plus(B)
    
    1% of Average Monthly Compensation times years
of Benefit Service earned on and after January 1, 2000; plus(C)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service earned on and
after January 1, 2000.
 All Nonunion Employees
    
    
    33January 1, 2009




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##### 



B.
    
    Early Retirement Pension
 I.
    
    Rule of 90. A Participant, other than a Former Fort James Employee,
who terminates employment on or after his 55th birthday, and whose age and years of
Vesting Service equal at least 90 on the date employment terminates shall be entitled
to receive an early retirement benefit; provided however, that periods of Vesting
Service credited while the Participant is receiving payments under the Companys
long-term disability plan shall not be included in determining whether the Participant
has satisfied the requirements of the Rule of 90. Effective January 1, 2000, a
Participant who is employed by a Graphic Employer shall be eligible for the Rule of 90
treatment for any purpose under the Plan only with respect to the Participants monthly
accrued benefit determined under Section 5.1(e)(i) as of December 31, 1999.II.
    
    Reduction for Early Commencement of Payments for Former Fort James
Non-Union Employees.
 (i)
    
    If a Participant who is a Former Fort James Non-Union Employee
and who satisfies the requirements for an early retirement benefit and is at
least age 60 when benefit payments commence, the early retirement benefit shall
be reduced permanently by 0.25% for each month by which the date benefit
payments commence precedes the Participants 65th birthday.(ii)
    
    If a Participant who is a Former Fort James Non-Union Employee
and who satisfies the requirements for an early retirement benefit is less than
age 60 when benefit payments commence, the retirement benefit shall be reduced
permanently by:
 (A)
    
    0.58333% for each month by which the date
benefit payments commence precedes the Participants 60th birthday, and(B)
    
    0.25% for each month by which the Participants
60th birthday precedes the Participants 65th birthday.
 III.
    
    Reduction for Early Commencement of Payments for Employees of an Employer
Other than a Golden Aluminum Employer.
 (i)
    
    If a Participant who is not a Former Fort James Employee and is
not employed by a Golden Aluminum Employer and who satisfies the requirements
of the Rule of 90 is at least age 60 when benefit payments commence, the
retirement benefit shall not be reduced.(ii)
    
    If a Participant who is not a Former Fort James Employee and is
not employed by a Golden Aluminum Employer and who satisfies the requirements
of the Rule of 90 is younger than age 60 when benefit payments commence, the
retirement benefit shall be reduced permanently
 All Nonunion Employees
    
    
    34January 1, 2009




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##### 



by 0.58333% for each month by which the date benefit payments commence
precedes the Participants 60th birthday.(iii)
    
    If a Participant who is not a Former Fort James Employee and
is not employed by a Golden Aluminum Employer and who satisfies the
requirements for an early retirement benefit but not the requirements of the
Rule of 90 and who is at least age 60 when benefit payments commence, the early
retirement benefit shall be reduced permanently by 0.25% for each month by
which the date benefit payments commence precedes the earlier of (A) the
Participants 65th birthday or (B) the date the Participant would have
satisfied the requirements of the Rule of 90 (based on service at the time of
termination of employment and actual age), whichever is applicable.(iv)
    
    If a Participant who is not a Former Fort James Employee and is
not employed by a Golden Aluminum Employer and who satisfies the requirements
for an early retirement benefit but not the requirements of the Rule of 90 is
less than age 60 when benefit payments commence, the retirement benefit shall
be reduced permanently by
 (A)
    
    0.58333% for each month by which the date
benefit payments commence precedes the Participants 60th birthday, and(B)
    
    0.25% for each month by which the Participants
60th birthday precedes the earlier of (A) the Participants 65th
birthday of (B) the date the Participant would have satisfied the
requirements of the Rule of 90 (based on service at the time of
termination of employment and actual age), whichever is
applicable.I
 IV.
    
    Early Commencement Reductions for Death Benefits.If a Member dies prior to the Members Annuity Starting Date after terminating
employment, the amount otherwise payable (and already reduced pursuant to Section I
or II above) to the Members Beneficiary shall be further reduced by 0.1% for each
year between the Former Members termination of employment and the earlier of his
55th birthday or date of death (but not more than 1.0%), and 0.5% for each year
thereafter until payments commence (but not more than 2.5%). The total reduction
shall not exceed 3.5%, with a pro rata reduction for fractional years. If the
Spouse to whom the Member was married at termination of employment dies or is
divorced from the Member and the Member remarries, the reductions applied to the
benefit of the new Spouse shall be include the entire period beginning with the
Members termination of employment.
 C.
    
    Disability BenefitAn individual who was a participant in the ACC Retirement Plan, who was employed by a former
subsidiary of ACC that became a subsidiary of the Employer on October 5, 1992, and whose
employment terminated after December 31, 1984 and before December
 All Nonunion Employees
    
    
    35January 1, 2009




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##### 



28, 1992 on account of Disability shall be entitled to a disability retirement benefit under
this Plan if the Member is Disabled on his Normal Retirement Date.D.
    
    Death Benefits
 I.
    
    Withdrawal of Accumulated Contributions by Surviving Spouse. If a
Member dies before his Annuity Starting Date, and his surviving Spouse is entitled to
receive a death benefit, then notwithstanding any provision of Section 5.6, the
surviving Spouse may elect to withdraw all of the Members Accumulated Contributions in
a lump sum. If, at the time the Spouse elects to receive the Accumulated Contributions
under this paragraph, the Spouse is not otherwise entitled to commence payment of the
surviving Spouses benefit under Section 5.6, the Spouse may receive the Accumulated
Contributions in the form of a life annuity of Equivalent Actuarial Value to the lump
sum payment. The death benefit otherwise payable shall be reduced by the benefit
attributable to the withdrawn Accumulated Contributions in accordance with Code §
411(c)(2) and the applicable Treasury Regulations.
 II.
    
    Minimum Death Benefit Attributable to Accumulated Contributions. If no
other death benefit is payable under this Plan, the minimum death benefit is equal to
the Members Accumulated Contributions, which shall be paid to the Members Beneficiary
not later than 60 days after the close of the Plan Year in which the Member dies. If
the Member and his Beneficiary die before the full amount of Accumulated Contributions
has been paid, and if no other death benefit is payable to a contingent Beneficiary,
the remaining Accumulated Contributions shall be paid to the Members contingent
Beneficiary or, if there is none, to the Members estate in a single sum not later than
60 days after the close of the Plan Year in which the Member dies.
 E.
    
    Protection of Accrued Benefits Under ACC Retirement PlanNothing contained in this Plan shall decrease a Participants accrued benefit under the ACC
Retirement Plan as of the day before the Distribution Date. Each Employee who was an
Employee of ACX or an ACX subsidiary on the day before the Distribution Date and had an
accrued benefit under the ACC Retirement Plan as of the day before the Distribution Date
shall have an Accrued Benefit under this Plan that is the greater of (a) the Accrued Benefit
determined under the provisions of this Plan on the relevant determination date or (b) the
accrued benefit under the ACC Retirement Plan as of the day before the Distribution Date.
Each Participant who had an Accrued Benefit under the ACC Retirement Plan as of the day
before the Distribution Date, shall be entitled to all of the subsidies and forms of benefit
that are protected by Code § 411(d)(6) with respect to the Participants benefit under the
ACC Retirement Plan.
 All Nonunion Employees
    
    
    36January 1, 2009




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##### 



ARTICLE 6  FORM OF PAYMENT
 A.
    
    Election Irrevocable; Exception for Hardship.Notwithstanding any provision of the
Plan to the contrary, the following provisions shall apply with respect to Appendix 1:
 (a)
    
    Election Irrevocable. After the Annuity Starting Date, all elections
of optional payment forms and beneficiary designations shall be irrevocable except as
provided in subsection (b) below. If a designated beneficiary dies after the Annuity
Starting Date or if a Member who is receiving a joint and survivor benefit is divorced
after the Annuity Starting Date, any death benefit payable shall be paid to the
beneficiary designated as of the Annuity Starting Date.
 (b)
    
    Notwithstanding subsection (a), if a Member who has begun receiving payments
can demonstrate financial need as described in subsection (c) below may elect, with
spousal consent that satisfies the requirements of subsection 7.2(b), to receive the
Actuarial Equivalent of the remainder of the retirement benefit in a lump sum.
 (c)
    
    Only the following circumstances shall constitute financial need:
 (i)
    
    Medical expenses incurred by the Member, his Spouse, or
dependents that are not reimbursed by insurance or otherwise;(ii)
    
    Prevention of foreclosure or eviction from the Members
principal residence; or(iii)
    
    Prevention of bankruptcy (either Chapter 7 or Chapter 13 of
the United States Bankruptcy Code) of the Member.
 A Member wishing to receive a lump sum must submit a notarized statement to the
Committee including the Members name and social security number, a description of
the nature of the financial need, and an affirmation that the financial need cannot
be satisfied from any other source or by liquidating the Members other assets (to
the extent that such liquidation would not itself cause a hardship) and any other
information and documentation that the Committee may require.
 All Nonunion Employees
    
    
    37January 1, 2009




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##### 



SCHEDULE C
 HISTORICAL PROVISIONS APPLICABLE TO CERTAIN FORMER
PARTICIPATING EMPLOYERS
 A.
    
    Special Provisions Applicable To Former Golden Aluminum Employees
 1.
    
    Service Credit ProvisionsEffective as of 12:01 a.m., March 1, 1997, M.D.T., ACX sold all of the issued and
outstanding stock of its wholly owned subsidiary, Golden Technologies, Inc. (GAC),
to Crown Cork & Seal Company, Inc. (Crown). The purchase price is to be paid in
two parts. Approximately 14% of the purchase price was paid at the closing on
February 28, 1997. The remaining 86% (the Deferred Payment) will be paid no later
than March 1, 1999 unless Crown earlier exercises its right (the Stock Put Right)
to put the stock of GAC back to ACX. Crowns right to put the GAC stock back to ACX
expired on March 1, 1999. The period from March 1, 1997 to the first to occur of
(a) the date the Deferred Payment is paid, (b) the date the Stock Put Right is
exercised, and (c) August 23, 1999 shall be referred to as the Option Period.Crediting of Service During Option Period. During the Option Period, the
individuals who were employed on February 28, 1997 and on March 1, 1997, in Covered
Employment by GAC or a subsidiary of GAC that is transferred to Crown in the
transaction described in the preceding sentence (the GAC Employees) shall receive
credit under the Plan for all service with GAC during the Option Period for purposes
of participation, vesting, benefit accrual, eligibility for the Rule of 85, and all
other purposes of the Plan. In addition, compensation paid to the GAC Employees by
GAC or Crown for services rendered to GAC during the Option Period shall be included
in the determination of their Benefit Compensation and Average Monthly Compensation.If the Option Period ends on account of the payment of the Deferred Payment, the GAC
Employees shall receive no further credit for service or compensation and shall be
treated as deferred vested Members if they have then satisfied the requirements of
the Plan for a deferred vested Pension.If the Option Period ends on account of the exercise of the Stock Put Right, GAC
Employees who are employed by GAC on the date the Stock Put Right is exercised,
shall continue participating in this Plan according to its terms and conditions.2.
    
    Special Vesting Rule for Employees at San Antonio Mill. A Member (1)
whose employment was terminated as a result of the reduction in force at the San
Antonio mill of Golden Aluminum, Inc. in June 1996 and (2) who would have been credited
with five years of Vesting Service had the Members employment
 All Nonunion Employees
    
    
    38January 1, 2009




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##### 



continued until December 31, 1996 shall be fully vested in his retirement benefit
and shall be eligible to receive a Deferred Vested Benefit.
 3.
    
    Normal Retirement Pension for Members Employed by a Golden Aluminum
Employer.The monthly normal retirement Pension for employees who are not Former Fort James
Employees shall be the total of the following:
 I.
    
    Effective for Plan Years beginning prior to January 1,
2000, for Members employed by a Golden Aluminum Employer:
 (A)
    
    1.25% of Average Monthly Compensation times
years of Benefit Service up to 25 years; plus(B)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation, times years of Benefit Service up to 25 years;
plus(C)
    
    0.50% of Average Monthly Compensation times
years of Benefit Service in excess of 25 years.
 After November 5, 1999, there are no Golden Aluminum Employers participating
in the Plan; therefore, no benefits shall accrue under this Section after
November 5, 1999.
 II.
    
    Effective for Plan Years beginning on and after January 1,
2000, for Members employed by a Golden Aluminum Employer:
 (A)
    
    The Members monthly accrued benefit determined
the formula applicable to Golden Aluminum Company as of December 31,
1999, plus(B)
    
    1% of Average Monthly Compensation times years
of Benefit Service earned on and after January 1, 2000; plus(C)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service earned on and
after January 1, 2000.
 After November 5, 1999, there are no Golden Aluminum Employers participating
in the Plan; therefore, no benefits ever will have accrued under this
Section.
 For purposes of this Section a Golden Aluminum Employer means: Golden Aluminum
Company (for the period 12/28/92 through 3/1/1997 and GAC Aluminum Corporation
(formerly Golden Aluminum Company) (for the period 8/23/99 through 11/5/1999).
 All Nonunion Employees
    
    
    39January 1, 2009




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##### 



4.
    
    Early Retirement Provisions.
 a.
    
    Rule of 85 for Employees of a Golden Aluminum
Employer.
 i.
    
    Terminations Prior to March 1,
1997. With respect to terminations prior to March 1, 1997, a
Member who is employed by Golden Aluminum, who terminates
employment on or after his 55th birthday, and whose age and years
of Vesting Service equal at least 85 shall be entitled to receive
an early retirement benefit.ii.
    
    Terminations on and After March
1, 1997. With respect to terminations on and after March 1,
1997, a Member who is employed by Golden Aluminum, who terminates
employment on or after age 55, and whose age and years of Vesting
Service equal at least 85 shall be entitled to receive an early
retirement benefit. For this purpose, a fractional year of
Vesting Service shall be rounded up to the next whole year of
Vesting Service, and a Members age shall be determined as of his
birthday closest to his date of termination, including a
termination that results from the completion of the purchase of
Golden Aluminum by Crown Cork & Seal. Effective January 1, 2000,
a Member who is employed by a Golden Aluminum Employer shall be
eligible for Rule of 85 treatment for any purpose under the Plan
only with respect to the Members monthly accrued benefit
determined under the formula applicable to a Golden Aluminum
Employer as of December 31, 1999.
 III.
    
    Reduction for Early Commencement of Payments for
Employees of a Golden Aluminum Employer.
 (A)
    
    If a Member who was employed by a Golden
Aluminum Employer and who satisfies the requirements of the Rule of 85
is at least age 60 when benefit payments commence, the retirement
benefit shall not be reduced.(B)
    
    If a Member who was employed by a Golden
Aluminum Employer and who satisfies the requirements of the Rule of 85
is younger than age 60 when benefit payments commence, the retirement
benefit shall be reduced permanently by 0.58333% for each month by
which the date benefit payments commence precedes the Members 60th
birthday.(C)
    
    If a Member who was employed by a Golden
Aluminum Employer and who satisfies the requirements for an early
retirement benefit but not the requirements of the Rule of 85 and is at
least age 60 when benefit payments commence, the early retirement
benefit shall be reduced permanently by 0.25% for each month by which
 All Nonunion Employees
    
    
    40January 1, 2009




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##### 



the date benefit payments commence precedes the earlier of (A) the
Members 65th birthday or (B) the date the Member would have
satisfied the requirements of the Rule of 85 (based on service at the
time of termination of employment and actual age), whichever is
applicable.(D)
    
    If a Member who was employed by a Golden
Aluminum Employer and who satisfies the requirements for an early
retirement benefit but not the requirements of the Rule of 85 is less
than age 60 when benefit payments commence, the retirement benefit
shall be reduced permanently by:
 (i)
    
    0.58333% for each month by which
the date benefit payments commence precedes the Members 60th
birthday, and(ii)
    
    0.25% for each month by which the
Members 60th birthday precedes the earlier of (A) the Members
65th birthday of (B) the date the Member would have satisfied
the requirements of the Rule of 85 (based on service at the time
of termination of employment and actual age), whichever is
applicable.
 B.
    
    Special Provisions Applicable To Former Graphic Employers
 1.
    
    Special Minimum Benefit for Certain Former Employees of Golden
Technologies Company, Inc. A special minimum benefit shall be effective January 1,
1995, for each Member who (a) is employed on September 1, 1994, by ACX, Golden
Technologies Company, Inc., or a subsidiary of Golden Technologies Company, Inc. that
is participating in the Plan and (b) has on September 1, 1994, or by December 31, 1995,
at least 15 years benefit service, as follows:
 (A)
    
    The special minimum benefit formula as of January 1, 1995 is:
 (i)
    
    1.25% of Average Monthly Compensation times
years of Benefit Service and Special Service up to 30 years; plus(ii)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service and Special
Service up to 30 years; plus(iii)
    
    0.50% of Average Monthly Compensation times
years of Benefit Service and Special Service in excess of 30 years.
 (B)
    
    Adjustments will be made to the extent necessary to ensure
compliance with the provisions of Code §§ 401(l) and 415 and related
regulations.
 All Nonunion Employees
    
    
    41January 1, 2009




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##### 



(C)
    
    The special minimum benefit calculation shall be made as if
such Member terminated service as of January 1, 1995 (or on the actual
termination date if the Member terminated between September 1, 1994 and January
1, 1995).(D)
    
    Early retirement reduction factors and Rule of 90 factors for
the special minimum benefit shall be based upon a Members Special Age and
Special Service on January 1, 1995 (or on the termination date if the Member
terminated between September 1, 1994 and January 1, 1995). In order to retire
early, a Member must still meet the early retirement criteria as specified in
the Plan without the application of Special Age and Special Service.(E)
    
    As of August 31, 1999, all Accrued Benefits for all employees,
terminated vested employees, and retirees of CoorsTek, Inc. (formerly Coors
Porcelain Company), Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd. d/b/a
Coors Tetraflour (if any), Coors Technical Ceramics Company, Coors Wear
Products, Inc., and Wilbanks International, Inc. were spun off into the
CoorsTek, Inc. Retirement Plan (formerly the Coors Ceramics Company Retirement
Plan). Effective as of the date of the transfer of assets and liabilities from
the Plan to the CoorsTek, Inc. Retirement Plan, no benefits will be payable
under the Plan to any individual whose Accrued Benefit as of August 31, 1999
was transferred to the CoorsTek, Inc. Retirement Plan.
 III.
    
    The terms referenced above shall have the following meanings:
 (A)
    
    Benefit Serviceshall have the same meaning as provided in
Article I;(B)
    
    Covered Compensationshall have the same meaning as is provided
in Article I;(C)
    
    Average Monthly Compensationshall have the same meaning as is
provided in Article I;(D)
    
    Special Ageshall mean the Members age on January 1, 1995 (or on the
termination date of the Member terminated between September 1, 1994 and January
1, 1995) plus five years. Special Age shall be considered for Normal
Retirement (but not Early Retirement) eligibility purposes. Also, Special Age
shall not be considered for determination of Covered Compensation; and(E)
    
    Special Serviceshall mean five years of service.
 All Nonunion Employees
    
    
    42January 1, 2009




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##### 



C.
    
    Special Provisions Applicable To Former Ceramic Employers
 1.
    
    Normal Retirement Pension.The monthly normal retirement Pension for employees who are not Former Fort James
Employees and who are employed by a Ceramics Employer shall be the total of the
following:
 (A)
    
    1.25% of Average Monthly Compensation times years of Benefit
Service up to 25 years; plus(B)
    
    0.50% of Average Monthly Compensation in excess of Covered
Compensation, times years of Benefit Service up to 25 years; plus(C)
    
    0.50% of Average Monthly Compensation times years of Benefit
Service in excess of 25 years; plus(D)
    
    commencing with the Plan Year beginning January 1, 1996, the
sum of 1.50% of Bonus Pay for each Plan Year. Bonus Pay shall mean (1)
one-twelfth of cash profit sharing or (2) for Members who are not eligible to
receive cash profit sharing pay, one-twelfth of bonuses not in excess of 25% of
base pay.
 As of August 31, 1999, all Accrued Benefits for all employees, terminated vested
employees, and retirees of Coors Porcelain Company, Alumina Ceramics, Inc., Coors
Ceramicon Designs, Ltd. d/b/a Coors Tetraflour (if any), Coors Technical Ceramics
Company, Coors Wear Products, Inc., and Wilbanks International, Inc. were spun off
into the CoorsTek, Inc. Retirement Plan (formerly the Coors Ceramics Company
Retirement Plan). Effective August 31, 1999, no additional benefits will be accrued
under the formula in this Section. Effective as of the date of the transfer of
assets and liabilities from the Plan to the CoorsTek, Inc. Retirement Plan, no
benefits will be payable under the Plan to any individual whose Accrued Benefit as
of August 31, 1999 was transferred to the CoorsTek, Inc. Retirement Plan.2.
    
    Special Minimum Benefit Effective January 1, 1995 for Members Employed by
Coors Porcelain Company. A special minimum benefit shall be effective January 1,
1995, for each Member employed by Coors Porcelain Company and its participating
subsidiaries on September 1, 1994, and having on September 1, 1994, or by December 31,
1995, at least 15 years benefit service, as follows:
 (A)
    
    The special minimum benefit formula as of January 1, 1995 is:
 (i)
    
    1.25% of Average Monthly Compensation times
years of Benefit Service and Special Service up to 25 years; plus
 All Nonunion Employees
    
    
    43January 1, 2009




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##### 



(ii)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service and Special
Service up to 25 years; plus(iii)
    
    0.50% of Average Monthly Compensation times
years of Benefit Service and Special Service in excess of 25 years.
 (B)
    
    Adjustments will be made to the extent necessary to ensure
compliance with the provisions of Code §§ 401(l) and 415 and related
regulations.
 (C)
    
    The special minimum benefit calculation shall be made as if
such Member terminated service as of the January 1, 1995 (or on the actual
termination date if the Member terminated between September 1, 1994 and ).
 (D)
    
    Early retirement reduction factors and Rule of 90 factors for
the special minimum benefit shall be based upon a Members Special Age and
Special Service on January 1, 1995 (or on the termination date if the Member
terminated between September 1, 1994 and January 1, 1997). In order to retire
early, a Member must still meet the early retirement criteria as specified in
the Plan without the application of Special Age and Special Service.
 (E)
    
    As of August 31, 1999, all Accrued Benefits for all employees,
terminated vested employees, and retirees of CoorsTek, Inc. (formerly Coors
Porcelain Company), Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd. d/b/a
Coors Tetraflour (if any), Coors Technical Ceramics Company, Coors Wear
Products, Inc., and Wilbanks International, Inc. were spun off into the
CoorsTek, Inc. Retirement Plan (formerly the Coors Ceramics Company Retirement
Plan). Effective as of the date of the transfer of assets and liabilities from
the Plan to the CoorsTek, Inc. Retirement Plan, no benefits will be payable
under the Plan to any individual whose Accrued Benefit as of August 31, 1999
was transferred to the CoorsTek, Inc. Retirement Plan.
 3.
    
    Special Minimum Benefit Effective January 1, 1999 for Members Employed by
Coors porcelain Company.A special minimum benefit shall be effective January 1,
1999, for each Member employed by Coors Porcelain Company and its participating
subsidiaries on January 1, 1999, and having on January 1, 1999 at least 15 years
Benefit Service, as follows:
 (A)
    
    The special minimum benefit formula as of January 1, 1999 is:
 (i)
    
    1.25% of Average Monthly Compensation times
years of Benefit Service and Special Service up to 25 years; plus(ii)
    
    0.50% of Average Monthly Compensation in excess
of Covered Compensation times years of Benefit Service and Special
Service up to 25 years; plus
 All Nonunion Employees
    
    
    44January 1, 2009




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##### 



(iii)
    
    0.50% of Average Monthly Compensation times
years of Benefit Service and Special Service in excess of 25 years;
plus(iv)
    
    commencing with the Plan Year beginning January
1, 1996, the sum of 1.50% of Bonus Pay for each Plan Year. Bonus Pay
shall mean (1) one-twelfth of cash profit sharing or (2) for Members
who are not eligible to receive cash profit sharing pay, one-twelfth of
bonuses not in excess of 25% of base pay.
 (B)
    
    Adjustments will be made to the extent necessary to ensure
compliance with the provisions of Code §§ 401(l) and 415 and related
regulations.(C)
    
    The special minimum benefit calculation shall be made as if
such Member terminated service as of January 1, 1999.(D)
    
    Early retirement reduction factors and Rule of 90 factors for
the special minimum benefit shall be based upon a Members Special Age and
Benefit Service plus Special Service on January 1, 1999. In order to retire
early, a Member must still meet the early retirement criteria as specified in
the Plan without the application of Special Age and Special Service.(E)
    
    As of August 31, 1999, all Accrued Benefits for all employees,
terminated vested employees, and retirees of CoorsTek, Inc. (formerly Coors
Porcelain Company), Alumina Ceramics, Inc., Coors Ceramicon Designs, Ltd. d/b/a
Coors Tetraflour (if any), Coors Technical Ceramics Company, Coors Wear
Products, Inc., and Wilbanks International, Inc. were spun off into the
CoorsTek, Inc. Retirement Plan (formerly the Coors Ceramics Company Retirement
Plan). Effective as of the date of the transfer of assets and liabilities from
the Plan to the CoorsTek, Inc. Retirement Plan, no benefits will be payable
under the Plan to any individual whose Accrued Benefit as of August 31, 1999
was transferred to the CoorsTek, Inc. Retirement Plan.
 II.
    
    The terms referenced above shall have the following meanings:
 (A)
    
    Benefit Serviceshall have the same meaning as provided in
Article I.(B)
    
    Covered Compensationshall have the same meaning as is provided
in Article I.(C)
    
    Average Monthly Compensationshall have the same meaning as is
provided in Article I.(D)
    
    Special Ageshall mean the Members age on January 1, 1999 plus
five years. Special Age shall be considered for Normal Retirement (but not
Early Retirement) eligibility purposes. Also, Special Age shall not be
considered for determination of Covered Compensation.
 All Nonunion Employees
    
    
    45January 1, 2009




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##### 



(E)
    
    Special Serviceshall mean five years of service
 4.
    
    Special Vested Pension for Former Members of the Coors Retirement Plan.Notwithstanding the foregoing, if a Member who was a participant in the Coors Retirement
Plan prior to December 28, 1992 elects to commence payment of his Pension prior to his
Normal Retirement Date, the reduced Pension under this Section shall not be less than his
benefit determined as of March 1, 1992 and reduced as provided under the provisions of
Section 5.2(e) or 5.2(f) (as in effect on December 28, 1992) applicable to his service under
the Coors Retirement Plan.
 All Nonunion Employees
    
    
    46January 1, 2009




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##### 



APPENDIX 10
 UNIVERSAL PACKAGING CORPORATION PENSION PLAN
 (Applicable to Benefits Accrued under the Universal Packaging Corporation Pension Plan as of
January 1, 2000)




---



##### 



TABLE OF CONTENTS
 PREAMBLE
    
    
    1ARTICLE 1. DEFINITIONS
    
    
    2ARTICLE 2. SERVICE
    
    
    62.1 Vesting Service
    
    
    62.2 Credit for Military Service
    
    
    6ARTICLE 3. PARTICIPATION
    
    
    73.1 Participation
    
    
    73.2 Re-Employment
    
    
    7ARTICLE 4. TRANSFERS
    
    
    84.1 Applicability of Transfer Provisions
    
    
    84.2 Rules to Calculate Benefits
    
    
    8ARTICLE 5. BENEFITS
    
    
    95.1 Normal Retirement Pension
    
    
    95.2 Late Retirement Pension
    
    
    95.3 Early Retirement Pension
    
    
    105.4 Disability Pension
    
    
    105.5 Vested Pension
    
    
    135.6 Surviving Spouses Pension
    
    
    14ARTICLE 6. FORMS OF PAYMENT
    
    
    166.1 Automatic Form of Payment
    
    
    166.2 Optional Forms of Pension
    
    
    166.3 Commencement and Duration of Payments
    
    
    18




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##### 



PREAMBLE
  Universal Packaging Corporation Pension Plan
    
    
    1January 1, 2009




---



##### 



ARTICLE 1. DEFINITIONS
  1.1
    
    Annuity Starting Datemeans the first day of the first period for which an amount is paid as
an annuity or any other form. However, the Annuity Starting Date for a Member retired on a
disability Pension under Section 5.4(iii)(A)(1) or (iii)(B) continuing until his Normal
Retirement Date shall be his Normal Retirement Date.1.2
    
    Compensationmeans:
 (a)
    
    For purposes of calculating the benefit under the UPC Plan for periods prior to
January 1, 2000, Compensation means, in the case of each Member, his base pay, bonuses,
overtime payments, premium pay, and commissions received from the Employer during a
calendar year for services rendered while a Member without regard to any reduction in
such pay made by reason of a compensation reduction agreement in effect between such
Member and the Employer. Compensation does not include any amount paid to a Member
before the date on which he becomes a Member, nor does it include non-cash
compensation, severance pay, tuition refunds, or reimbursable moving expenses or any
compensation paid after termination of employment for any reason. In the case of a
Member who becomes disabled within the meaning of Section 1.4 but who does not elect to
receive a disability benefit under Section 5.4 for each calendar year during which he
is so disabled, Compensation means the amount of Compensation he received during the
calendar year immediately preceding the calendar year in which he becomes disabled.(b)
    
    Compensation shall be subject to the annual compensation limitation set forth
in Section 3.1 of the Core Document.
 1.3
    
    Employermeans Universal Packaging Corporation.1.4
    
    Disabilityor Disabledmeans a physical or mental injury or disease rendering a Member unable
to perform all the duties of his occupation or any occupation for which he is qualified by
education, training or experience. The Retirement Committee shall determine whether or not
the Member is disabled and shall have the right to require the Member to submit to a physical
examination at intervals determined by it. The determination of the Committee as to the
existence and continuance of such disability shall be conclusive.1.5
    
    Eligible Employeemeans, for purposes of this Appendix 10, an Employee of the Employer who
had a benefit under the Prior UPC Plan transferred to this Plan.
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    2January 1, 2009




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1.6
    
    Equivalent Actuarial Valuemeans a benefit having the same value as the benefit that such
Equivalent Actuarial Value replaces. The determination of Equivalent Actuarial Value shall be
based on the following actuarial assumptions and methods:
 (a)
    
    For purposes of determining all optional forms of payment other than lump sum
payments, the interest rate shall be an interest rate (expressed in hundredths of a
percent) for each Plan Year equal to the average monthly yield on long-term (25 years)
U.S. Government bonds as reported by Standard & Poors Statistical Service for the
calendar month which begins six months prior to the first day of the Plan Year;
provided, however, that the interest rate shall in no event be less than five (5%)
percent or greater than nine (9%) percent, and the mortality assumption shall be based
on the Unisex Pension Mortality Table of 1984.(b)
    
    For purposes of calculating lump sum payments or a benefit commencing prior to
a Members 55th birthday under Section 5.5(b), the interest rate shall be the IRS
Interest Rate and the mortality assumption shall be based on the IRS Mortality Table.
However, the present value of a lump sum payment or a benefit commencing prior to a
Members 55th birthday with an Annuity Starting Date occurring during the period
beginning January 1, 2010 and ending December 31, 2010, shall not be less than the
present value or benefit determined using the interest rate prescribed under Section
417(e)(3)(C) of the Code for the second full calendar month preceding the applicable
Stability Period.
 1.7
    
    Hour of Servicemeans
 (a)
    
    Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for the Employer or an Affiliated Employer. Hours of Service
under this paragraph shall be credited to the Employee for the computation period or
periods in which the duties are performed, regardless of when the Employee is paid for
such duties.(b)
    
    Each hour for which an Employee is paid or entitled to payment by the Employer
or an Affiliated Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including Disability), layoff, jury duty,
military duty or leave of absence. Hours of Service under this paragraph shall be
credited to the Employee for the computation period or periods in which the period
during which no duties are performed occurs, beginning with the first unit of time to
which the payment relates. Notwithstanding the preceding sentence:
 (i)
    
    No more than 501 Hours of Service shall be credited under this
paragraph to an Employee on account of any single continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period); and
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    3January 1, 2009




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(ii)
    
    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 the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
workers compensation, unemployment compensation, or disability insurance laws.
 (c)
    
    Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer or an Affiliated Employer. Hours of
Service under this paragraph shall be credited to the Employee for the computation
period or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made. The same Hours of Service
shall not be credited both under this paragraph and either paragraph (a) or paragraph
(b).(d)
    
    In the event no Employer record exists for a period for which Hours of Service
must be credited under the provisions of this Appendix 10, an Employee shall be
credited with 190 Hours of Service for each calendar month in which he is entitled to
be credited with one Hour of Service under the provisions of this Appendix 10.(e)
    
    For purposes of calculating the Hours of Service to be credited to periods
during which no duties are performed and determining the computation periods to which
hours shall be credited, the rules set forth in paragraphs (b) and (c) of Department of
Labor Regulation § 2530.200b-2 are hereby incorporated by reference as though such
provisions were fully set forth herein.
 1.8
    
    Normal Retirement Agemeans an Employees 65th birthday, or if the Members employment
commencement date occurs after the date the Member attains age 60, the fifth anniversary of
his employment commencement date, if later.1.9
    
    Qualified Joint and Survivor Annuitymeans an annuity which is of Equivalent Actuarial Value
to a Pension payable as a single life annuity and which is payable for the life of the Member
with the provision that after the Members death, a Pension equal to 50% of the amount payable
to the Member shall continue to be paid monthly during the life of, and to, the Spouse to whom
the Member was married on his Annuity Starting Date.1.10
    
    Reemployment Commencement Datemeans the first date, following a Period of Severance that is
not required to be taken into account under this Plan, on which the Employee performs an Hour
of Service for the Employer or an Affiliated Employer.1.11
    
    Retirement Datemeans a Members Normal, Late, or Early Retirement Date, whichever is
applicable, as follows:
 (a)
    
    Normal Retirement Datemeans the first day of the calendar month coincident
with or next following the later of (i) the date on which the Member attains age 65; or
(ii) if the Members employment commencement date occurs after the date
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    4January 1, 2009




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the Member attains age 60, the fifth anniversary of his employment commencement
date.
 (b)
    
    Late Retirement Datemeans, in the case of a Member who continues in service
after attaining his Normal Retirement Date, the first day of the calendar month next
following the date of actual retirement.(c)
    
    Early Retirement Datemeans the first day of the calendar month next following
the date a Member shall retire after the Member has attained age 55 and has completed
five or more years of Vesting Service. If a Member who has completed at least five
years of Vesting Service attains age 55 on the first day of the month, such Member may
elect to retire on the day prior to his 55th birthday and commence receiving
benefit payments as of the date he attains age 55.
 1.12
    
    Severance Datemeans the first to occur of (a) the date on which an Employee resigns,
retires, is discharged, or dies, or (b) the first anniversary of the first date of a period in
which an Employee remains absent from service (with or without pay) with the Employer or an
Affiliated Employer for any reason other than resignation, retirement, or discharge, such as
vacation, holiday, sickness, leave of absence or layoff.1.13
    
    Vesting Servicemeans the period of an Eligible Employees service considered in determining
his Vesting Service as described in Article 2.
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ARTICLE 2. SERVICE
 2.1
    
    Vesting ServiceVesting Service means, in the case of each Employee, the sum of his periods of employment
with an Employer, beginning on each employment commencement date and ending on each
Severance Date, subject to the following special rules:
 (a)
    
    All non-consecutive periods of Vesting Service will be aggregated;(b)
    
    Vesting Service will include any period of time, beginning on an Employees
Severance Date and ending on the date he again performs an Hour of Service, provided
such period of time is 12 months or less; and(c)
    
    Vesting Service will include any period of time during which the Employee was
in the employ of a predecessor employer, to the extent such service is expressly
recognized by a vote of the board of directors of the Employer.
 Notwithstanding anything in the Plan to the contrary, a Members Vesting Service with
Universal Packaging Corporation shall be taken into account for purposes of both vesting in
the Members Accrued Benefit under this Appendix 10 as well as vesting in the Members
Accrued Benefit under Appendix 1 on and after January 1, 2000.
 2.2
    
    Credit for Military ServiceNotwithstanding any provision of this Plan to the contrary, contributions, benefits, and
service credit with respect to qualified military service shall be provided in accordance
with Section 414(u) of the Code.
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    6January 1, 2009




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ARTICLE 3. PARTICIPATION
 3.1
    
    ParticipationEach Eligible Employee on January 1, 2000 became a Member on January 1, 2000. This Appendix
10 was closed to new Members after December 31, 1999.3.2
    
    Re-EmploymentA Member who terminates employment and is subsequently reemployed by the Employer or an
Affiliated Employer shall again become a Member of this Appendix 10 to the extent he is
entitled to a Pension under this Appendix 10. Upon reemployment, the Member shall have the
Vesting Service to which he was previously entitled restored to him.Notwithstanding the provisions of Section 2.7 of the Core Document, if a Member who is in
receipt of benefits under this Appendix 10 is reemployed by the Employer or an Affiliated
Employer, he will continue to be paid those benefits in accordance with the terms of the
payment option then in effect. Upon such Members subsequent termination of employment,
any benefits to which the Member is thereafter entitled shall be adjusted, to the extent
necessary and consistent with applicable provisions of law, to reflect the amount of benefit
payments previously paid to the Member under the Plan.
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    7January 1, 2009




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ARTICLE 4. TRANSFERS
 4.1
    
    Applicability of Transfer ProvisionsNOT APPLICABLE4.2
    
    Rules to Calculate BenefitsNOT APPLICABLE
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ARTICLE 5. BENEFITS
 5.1
    
    Normal Retirement Pension
 (a)
    
    Eligibility. Every Member who attains his Normal Retirement Age while
in the active service of the Employer or an Affiliated Employer shall be fully vested
in his normal retirement Pension. A Member may retire from service on a normal
retirement Pension beginning on his Normal Retirement Date, or he may remain in service
in which event the provisions of Section 5.2 shall be applicable.(b)
    
    Commencement. The normal retirement Pension shall commence effective
as of the Members Normal Retirement Date unless the Member elects to postpone the
commencement of his Pension until the first day of any later month. However, in no
event shall payment commence later than the Members Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.(c) Amount.
Subject to the provisions of Section 6.1(b), the monthly amount of the normal
retirement Pension payable upon retirement on the Members Normal Retirement Date shall
be equal to the sum of his Benefit Units as of his Normal Retirement Date. Benefit
Unit means, in the case of each Member for each calendar year prior to calendar year
2000, 1% of his Compensation for such calendar year. Effective January 1, 2000, no
additional benefits will accrue under the formula in this Section 5.1(c).In the event a Member retires on his Normal Retirement Date but defers payment to a
later date under the provisions of paragraph (b) above, the Members Pension payable
upon the later commencement date shall be of Equivalent Actuarial Value to the
Pension otherwise payable as of his Normal Retirement Date.
 5.2
    
    Late Retirement Pension
 (a)
    
    Eligibility. In the event a Member remains in service after his Normal
Retirement Date, no Pension shall be payable during such continuance in service,
subject to the provisions of Section 2.5(b) of the Core Document. Upon retirement on a
Late Retirement Date, such Member shall be eligible to receive a monthly late
retirement Pension.(b)
    
    Commencement. The late retirement Pension shall commence effective as
of the Members Late Retirement Date unless the Member elects to postpone the
commencement of his Pension until the first day of any later month. However, in no
event shall payment commence later than the Members Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to the following provisions of this paragraph (c) and
Section 6.1(b), the Members late retirement Pension shall be an immediate Pension
beginning as of the Members Late Retirement Date and shall be equal to (i) the
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    9January 1, 2009




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amount determined in accordance with Section 5.1 of this Appendix 10 and Section 5.1
of Appendix 1 as of his Late Retirement Date, or, if greater, (ii) an amount of
Equivalent Actuarial Value to the Pension to which the Member would have been
entitled under Section 5.1of this Appendix 10 and Section 5.1 of Appendix 1 if he
had retired on his Normal Retirement Date, recomputed as of the first day of each
subsequent Plan Year (and as of his actual Late Retirement Date) as if each such
date were the Members Late Retirement Date. In the event a Member retires on a
Late Retirement Date but defers payment to a later date under the provisions of
paragraph (b) above, the Members Pension payable upon the later commencement date
shall be of Equivalent Actuarial Value to the Pension otherwise payable as of his
Late Retirement Date.
 5.3
    
    Early Retirement Pension
 (a)
    
    Eligibility. A Member who terminates employment with the Employer and
all Affiliated Employers on or after his 55th birthday and before his Normal Retirement
Date and is credited with at least five years of Vesting Service shall be entitled to
receive an early retirement Pension. A Member who terminates employment with fewer
than five years of Vesting Service, whether through termination of employment, partial
termination of the Plan or otherwise, shall not be eligible for an early retirement
Pension.(b)
    
    Commencement. The early retirement Pension shall be a deferred
Pension commencing as of the Members Normal Retirement Date. However, the Member may
elect to receive a reduced early retirement Pension as of the first day of any earlier
month following the Members termination of employment. Alternatively, the Member may
elect to postpone commencement of his early retirement Pension to the first day of any
month following his Normal Retirement Date, but in no event later than his Required
Beginning Date. Pension checks are issued at the end of each month for which payment
is due.(c)
    
    Amount. Subject to the provisions of Section 6.1(b), the monthly
amount of the Members early retirement Pension payable as of his Normal Retirement
Date shall be equal to his Accrued Benefit determined as of the date of the Members
retirement. In the event the Member elects to defer commencement of his early
retirement Pension beyond his Normal Retirement Date, the Members Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable as of his Normal Retirement
Date. In the event a Member elects to commence payment prior to his Normal Retirement
Date, the Members Pension payable as of the earlier commencement date shall be reduced
by 4/10 of 1% for each month by which such early retirement commencement date precedes
his Normal Retirement Date.
 5.4
    
    Disability Pension
 (a)
    
    Effective as of January 1, 2004. Effective as of January 1, 2004, no
Member shall be entitled to receive a disability retirement Pension.
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    10January 1, 2009




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(b)
    
    Prior to January 1, 2004.
 (i)
    
    Eligibility. A Member who, prior to the attainment of
Normal Retirement Age, terminates from employment with the Employer on account
of Disability prior to January 1, 2004, and is not covered under the long-term
disability plan that is sponsored by the Employer, shall be entitled to receive
a disability retirement Pension.(ii)
    
    Commencement and Duration. The disability retirement
Pension shall be an annual amount payable in monthly installments to each
Member who elects to receive a disability retirement Pension commencing as of
the first day of the sixth calendar month after his Disability date and
continuing during his lifetime. Notwithstanding the previous sentence, a
Member will not be entitled to receive any further disability retirement
Pension payments after the month in which the Retirement Committee determines
that he has ceased to be Disabled.(iii)
    
    Amount. The annual amount of the disability
retirement Pension to be payable in monthly installments shall be computed as
follows:
 (A)
    
    If a Member has completed less than 15 years of
Vesting Service on his Disability date, his Pension will equal the
greater of (1) his Accrued Benefit computed as of his Disability date
and reduced by fourtenths of one percent (4/10%) for each month by
which such Disability date precedes attainment of his Normal Retirement
Age, or (2) six hundred dollars ($600), to be payable in monthly
installments of fifty dollars ($50) per month.(B)
    
    If a Member has completed 15 or more years of
Vesting Service on his Disability date, his Pension will equal the
greater of (1) his Accrued Benefit computed as of his Disability date,
or (2) six hundred dollars ($600) to be payable in monthly installments
of fifty dollars ($50) per month.
 (iv)
    
    Form of Payment.
 (A)
    
    If the Members Pension is payable under the
provisions of  subparagraph (b)(iii)(A)(1) above, payment of
the Members disability retirement Pension shall be governed by the
provisions of Section 6.1 and 6.2 of this Appendix 10.(B)
    
    If the Members Pension is payable under the
provisions of subparagraph (b)(iii)(A)(2) or (b)(iii)(B),
payment of the Members disability retirement Pension shall be governed
by the following provisions of this subparagraph (B). Prior to a
Members Normal Retirement Date, the disability retirement Pension
shall be paid in the form of a life annuity if the Member is unmarried
or, if the Member is married, in the form of a Qualified
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    11January 1, 2009




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Joint and Survivor Annuity in accordance with the provisions of
Section 6.1(b) as if the Member were retiring with entitlement to an
immediate Pension. In lieu of the normal form of payment, a Member
may elect an Option under Section 6.2 as if the Member were retiring
with entitlement to an immediate Pension, provided that an election
of an Option by a married Member shall be subject to the following
provisions of this subparagraph (B).In the event an unmarried Member in receipt of a benefit under this
Section marries prior to his Normal Retirement Date, his Pension
payable after his date of marriage shall automatically be paid in the
form of a Qualified Joint and Survivor Annuity unless Spousal Consent
to the form of payment in effect is received by the Retirement
Committee in accordance with such procedures as shall be established
by the Retirement Committee.In the event of divorce, or the death of a Spouse, prior to the
Normal Retirement Date of a married Member in receipt of the
Qualified Joint and Survivor Annuity, the disability retirement
Pension payable thereafter to the Member shall be in the form of a
life annuity, unless a qualified domestic relations order provides
otherwise in the case of divorce.Upon attaining his Normal Retirement Date, the Members disability
retirement Pension shall cease and the Member shall begin to receive
a normal retirement Pension. Prior to adjustment for the form of
payment, the normal retirement Pension shall be equal in amount to
the disability retirement Pension to which the Member was entitled to
receive immediately prior to his Normal Retirement Date. The Pension
payable upon the Members Normal Retirement Date shall be paid in the
form of a single life annuity if the Member is unmarried on his
Normal Retirement Date or in the form of a Qualified Joint and
Survivor Annuity if the Member is married on such date. However, in
lieu of the normal form of payment, a Member may elect to receive his
Pension payable on and after his Normal Retirement Date in accordance
with one of the Options in Section 6.2. Such an election shall be
made in accordance with the provisions of Section 2.3 of the Core
Document. In the event the Member continues the same option in
effect, the amount of his Pension will be the greater of the amount
determined under the option as of his Annuity Starting Date or the
amount he was receiving under the option immediately prior to his
Annuity Starting Date.The Retirement Committee shall furnish to each Member within a
reasonable period of time prior to the commencement of his disability
retirement Pension a written explanation in nontechnical
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    12January 1, 2009




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language which describes (i) the terms and conditions of the
surviving Spouses Pension under Section 5.6, (ii) the Members right
to make, and the effect of, an election to waive the surviving
Spouses Pension under Section 5.6, (iii) the rights of the Members
spouse and (iv) the right to make, and the effect of, a revocation of
such an election. An election of Option 1, 4, 5, 6, 7 or 8, or
Option 2 or 3 with a non-spouse Beneficiary, under Section 6.2 by a
married Member shall require a waiver of the surviving Spouses
Pension under Section 5.6 and is subject to the spousal consent
provisions of Section 2.3(a)(ii) of the Core Document. An election
of the Qualified Joint and Survivor Annuity or Option 1 may be made
at any time and from time to time during the period commencing 90
days the Members disability retirement date and ending on the
Members Normal Retirement Date. Any such election shall be
effective on the Members disability retirement date or the date the
election is received by the Retirement Committee, if later. An
election of any other Option may only be made within the 90-day
period preceding the Members disability retirement date to take
effect on the Members disability retirement date. A revocation of
any election may be made at any time prior to the Members Normal
Retirement Date and shall be effective when received by the
Retirement Committee. Any election of a form of payment under this
paragraph shall in any event cease to be effective on the Members
Normal Retirement Date. Any Pension payable under this Section shall
be in lieu of any surviving Spouses Pension payable under Section
5.6.
 5.5
    
    Vested Pension
 (a)
    
    Eligibility. A Member who terminates employment with the Employer and
all Affiliated Employers for reasons other than retirement or death, and has five or
more years of Vesting Service prior to his termination date shall be eligible for a
vested Pension.(b)
    
    Commencement. The vested Pension shall be an unreduced deferred
Pension beginning as of the Members Normal Retirement Date. However, a Member may
elect to receive a reduced vested Pension effective as of the first day of any
earlier month (i) coincident with or following the date he attains age 55, or (ii)
following the date he terminates employment provided the present value of his Pension
payable under this Appendix 10 upon the commencement date does not exceed $10,000.
Alternatively, a Member may elect to postpone commencement of his vested Pension to the
first day of any month following his Normal Retirement Date, but not later than his
Required Beginning Date. Pension checks are issued at the end of each month for which
payment is due.(c)
    
    Amount. Subject to the provisions of Section 6.1(b), the amount of a
Members vested Pension payable as of his Normal Retirement Date shall be equal to his
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    13January 1, 2009




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Accrued Benefit determined as of the date of the Members termination of employment.
If the vested Pension commences after the Members Normal Retirement Date, the
Pension shall be of Equivalent Actuarial Value to the Pension otherwise payable at
the Members Normal Retirement Date. If the vested Pension commences prior to a
Members Normal Retirement Date but on or after his 55th birthday, the Pension
payable as of the earlier commencement date shall be reduced as provided for early
retirement commencement under Section 5.3(c). If the vested Pension commences
prior to the Members 55th birthday, the Pension shall be of Equivalent Actuarial
Value at the Pension otherwise payable at his Normal Retirement Date.
 5.6
    
    Surviving Spouses Pension
 (a)
    
    Eligibility. The surviving Spouse of a married Member shall be
eligible for a surviving Spouses Pension if such married Member dies before his
Annuity Starting Date:
 (i)
    
    In active service after he has completed the requirements for a
normal retirement Pension under Section 5.1; a late retirement Pension under
Section 5.2; or an early retirement Pension under Section 5.3; or(ii)
    
    After retiring with entitlement to a normal retirement Pension
under Section 5.1; a late retirement Pension under Section 5.2; or an early
retirement Pension under Section 5.3; or(iii)
    
    Either in active service or after terminating service on or
after January 1, 1976, but in either event with entitlement to a vested
Pension under Section 5.5.
 Notwithstanding the above, the Pension payable to a surviving Spouse upon the death
of a Member in receipt of a disability retirement Pension under the provisions of
Section 5.4(b)(iv)(B) shall be determined in accordance with the provisions of that
Section.
 (b)
    
    Commencement. Payment of the surviving Spouses Pension to the Spouse
shall commence as of the Members Normal Retirement Date or as of the first day of the
month coincident with or next following his date of death, if later. Notwithstanding
the foregoing, the surviving Spouse may elect to commence payment of the surviving
Spouses Pension on the first day of any earlier month coincident with or following the
earliest date the Member could have elected to commence benefit payments or the first
day of any month coincident with or following his date of death, if later, or the
surviving Spouse may elect to defer payments up to the first day of any month following
the Members Normal Retirement Date, but not later than the first day of the month
following the date the deceased Member would have attained age 701/2. Pension checks are
issued at the end of each month for which payment is due.
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    14January 1, 2009




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(c)
    
    Amount. The amount of the monthly surviving Spouses Pension payable
to the Members Spouse shall be equal to the Pension that would have been payable to
his Spouse if the Member had elected to have his Pension commence in the form of a
Qualified Joint and Survivor Annuity on his Normal Retirement Date or upon his date of
death, if later.However, if within the 180-day period (90-day period prior to January 1, 2009) prior
to his Annuity Starting Date a Member has elected Option 2 or 3 under Section 6.2
with his Spouse designated as the Beneficiary, such optional form of payment shall
be used for computing the surviving Spouses Pension instead of the Qualified Joint
and Survivor Annuity.In any case in which the surviving Spouses Pension commences (in accordance with
paragraph (b) above) prior to the Members Normal Retirement Date, the amount of the
surviving Spouses Pension shall be adjusted to reflect a reduction for early
commencement equivalent to the reduction that would have been applied in determining
the amount of the Members Pension under the provisions of Section 5.3 or 5.5, as
applicable, had the Member begun to receive his Pension as of such commencement
date.In any case in which the surviving Spouse elects to defer commencement after the
Members Normal Retirement Date, the surviving Spouses Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable to the Spouse at the
later of the Members Normal Retirement Date or the earliest date the Spouse was
eligible to commence payment.In the event a Member dies on or after January 1, 2007, while in qualified military
service and while his reemployment rights are protected under law, the surviving
Spouses Pension shall be calculated based on the assumption that the Member had
returned to active employment and then terminated employment on account of his or
her death. However, in determining the amount of the surviving Spouses Pension,
the Members Accrued Benefit shall be determined at the date the Member entered
military service, based on the benefit level then in effect and the Benefit Service
the Member had accrued as of that date.(d)
    
    Small Lump Sum Payment. Notwithstanding the preceding provisions of
this Section, a lump sum payment of Equivalent Actuarial Value shall be paid to the
Spouse in lieu of the monthly Pension if the present value of the Spouses Pension
payable as of the Members Normal Retirement Date or date of death, if later, amounts
to $5,000 or less. The lump sum payment shall be made as soon as practicable
following the Members date of death. In no event shall a lump sum payment be made
following the date Pension payments have commenced to the Spouse as an annuity.
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ARTICLE 6. FORMS OF PAYMENT
 6.1
    
    Automatic Form of Payment
 (a)
    
    Unmarried Member. If a Member is not married on his Annuity Starting
Date, the monthly Pension shall be payable as a single life annuity for the Members
lifetime, unless the Member has elected an optional form of benefit as provided in
Section 6.2.(b)
    
    Married Member. If a Member is married on his Annuity Starting Date,
the monthly Pension shall be payable as a Qualified Joint and Survivor Annuity, unless
the Member has elected an optional form of benefit as provided in Section 6.2.(c)
    
    Cash-Outs. Notwithstanding any provision of the Plan to the contrary,
if the Equivalent Actuarial Value of the Pension payable to a Member from the Plan
determined as of his Normal Retirement Date or actual termination of employment, if
later, is $5,000 or less, such Pension shall be paid in a lump sum which is the
Equivalent Actuarial Value of such Pension. The lump sum payment shall be made as soon
as administratively practicable following the Members Severance Date, provided the
Members Pension has not commenced in the form of an annuity. In the event a Member is
not entitled to any Pension upon his Severance Date, he shall be deemed cashed out as
of the date he terminates employment and shall forfeit any benefit under the Plan.
 6.2
    
    Optional Forms of PensionSubject to the provisions of Section 2.3 of the Core Document, a Member may elect to convert
the benefit otherwise payable to him into an optional Pension of Equivalent Actuarial Value,
as provided in one of the options named below:
 (a)
    
    Option 1  Single Life AnnuityA monthly Pension shall be paid during the life of the Member with no Pension
payable after his death.(b)
    
    Option 2  100% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, 100% of such reduced monthly Pension shall be continued during the life of
and shall be paid to the Members Beneficiary.(c)
    
    Option 3  75% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 75% of such reduced monthly Pension
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shall be continued during the life of and shall be paid to the Members Beneficiary.(d)
    
    Option 4  50% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 50% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(e)
    
    Option 5  10 Years Certain and Life AnnuityA monthly Pension shall be paid during the life of the Member and payments shall be
guaranteed to be made for a minimum period of 10 years. In the event of the death of
the Member after the Annuity Starting Date, but before the Members receipt of
monthly Pension payments for 10 years, the remainder of such payments shall be made
to the Members Beneficiary, or in the absence of a surviving Beneficiary, the
residual value of the remaining payments shall be paid to the Members estate in one
lump sum.If the designated Beneficiary should die after receiving at least one payment, and
if further payments are due after the death of the designated Beneficiary, the
further payments shall be made to any person(s) designated by the Member as an
alternate Beneficiary or, in the absence of an alternate surviving Beneficiary, the
residual value of the remaining payments shall be paid to the estate of the last
surviving Beneficiary in one lump sum.The residual value shall be determined on the basis of an interest rate of 120
percent of the mid-term Applicable Federal Rate for the first month of the
applicable Plan Year, compounded annually.(f)
    
    Option 6  5 Years Certain and Life AnnuityA monthly Pension shall be paid during the life of the Member and payments shall be
guaranteed to be made for a minimum period of five years. In the event of the death
of the Member after the Annuity Starting Date, but before the Members receipt of
monthly Pension payments for five years, the remainder of such payments shall be
made to the Members Beneficiary, or in the absence of a surviving Beneficiary, the
residual value of the remaining payments shall be paid to the Members estate in one
lump sum.If the designated Beneficiary should die after receiving at least one payment, and
if further payments are due after the death of the designated Beneficiary, the
further payments shall be made to any person(s) designated by the Member as an
alternate Beneficiary or, in the absence of an alternate surviving Beneficiary, the
residual value of the remaining payments shall be paid to the estate of the last
surviving Beneficiary in one lump sum.
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The residual value shall be determined on the basis of an interest rate of 120
percent of the mid-term Applicable Federal Rate for the first month of the
applicable Plan Year, compounded annually.(g)
    
    Option 7  15 Years Certain and Life AnnuityA monthly Pension shall be paid during the life of the Member and payments shall be
guaranteed to be made for a minimum period of 15 years. In the event of the death
of the Member after the Annuity Starting Date, but before the Members receipt of
monthly Pension payments for 15 years, the remainder of such payments shall be made
to the Members Beneficiary, or in the absence of a surviving Beneficiary, the
residual value of the remaining payments shall be paid to the Members estate in one
lump sum.If the designated Beneficiary should die after receiving at least one payment, and
if further payments are due after the death of the designated Beneficiary, the
further payments shall be made to any person(s) designated by the Member as an
alternate Beneficiary or, in the absence of an alternate surviving Beneficiary, the
residual value of the remaining payments shall be paid to the estate of the last
surviving Beneficiary in one lump sum.The residual value shall be determined on the basis of an interest rate of 120
percent of the mid-term Applicable Federal Rate for the first month of the
applicable Plan Year, compounded annually.(h)
    
    Option 8  Lump Sum.One lump sum payment of Equivalent Actuarial Value to the Pension otherwise payable
to the Member under this Appendix 10 at his Normal Retirement Date, or, if larger,
at his Annuity Starting Date, provided the amount of the lump sum payment does not
exceed $10,000 at his Annuity Starting Date.
 If a Member dies after Pension payments have commenced, any payments continuing to be made
to a Beneficiary shall be distributed at least as rapidly as under the method of
distribution being used as of the Members date of death.6.3
    
    Commencement and Duration of PaymentsThe first monthly payment of a Pension to a Member shall be made on or about the last
business day of the month in which the Members Annuity Starting Date occurs. Subsequent
monthly payments shall be made on or about the last business day of each subsequent month
during the Members lifetime. The last monthly payment to the Member shall be made on or
about the last business day of the month in which the Member dies.In the event payments are due to a surviving Spouse or other Beneficiary following the
Members death under the form of payment then in effect, the first payment due the surviving
Spouse or other Beneficiary shall be made on or about the last business day of
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the month following the calendar month in which the Member died. Subsequent monthly payments shall be
made on or about the last business day of each month during the Spouses or Beneficiarys
lifetime (or during the remaining period certain, if applicable). The last monthly payment
shall be made on or about the last business day of the month in which the Spouse or
Beneficiary dies (or, if earlier, upon the expiration of the period certain, if applicable).
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