THE SEVENTH RESTATED

GRAPHIC COMMUNICATIONS INTERNATIONALUNION,

TWIN CITIES LOCAL 6A -

BUCKBEE-MEARS PENSION PLAN

Generally Effective January 1, 2001

 

 

 

 

TABLE OF CONTENTS

 NAME AND HISTORY OFPLAN...........................................................................................1

    Section1.1..................................................................................................................................1

 

ARTICLEII....................................................................................................................................1

   DEFINITIONS...........................................................................................................................1

    Section 2.1..................................................................................................................................1

    Section 2.2 - AccrualService......................................................................................................1

    Section 2.3 - AccruedBenefit......................................................................................................3

    Section 2.4 - ActuarialEquivalent................................................................................................4

    Section 2.5 - Actuary..................................................................................................................4

    Section 2.6 - Beneficiary..............................................................................................................4

    Section 2.7-  Break in Service....................................................................................................5

    Section 2.8 - Code......................................................................................................................5

    Section 2.9 - CollectiveBargaining Agreement.............................................................................5

    Section 2.10 - Company..............................................................................................................6

    Section 2.11 - ComputationPeriods............................................................................................6

    Section 2.12 - EffectiveDate.......................................................................................................6

    Section 2.13 - Eligibilityand Vesting Service................................................................................6

    Section 2.14 - EligibleEmployee..................................................................................................7

    Section 2.15 - Employer..............................................................................................................8

    Section 2.16 - EmploymentCommencement Date........................................................................8

    Section 2.17 - ERISA.................................................................................................................8

    Section 2.18 - Fiduciary..............................................................................................................8

    Section 2.19-  Former Plan.........................................................................................................8

    Section 2.20 - HoursWorked.....................................................................................................8

    Section 2.21 - NormalRetirement Date.......................................................................................8

    Section 2.22 - NormalRetirement Age......................................................................................11

    Section 2.23 - PBGC................................................................................................................11

    Section 2.24 - Participant..........................................................................................................11

    Section 2.25 - Plan....................................................................................................................11

    Section 2.26 - PlanAdministrator..............................................................................................11

    Section 2.27 - PlanAnniversary Date.........................................................................................11

    Section 2.28 - PlanYear...........................................................................................................11

    Section 2.29 - Re-EmploymentCommencement Date................................................................11

    Section 2.30 - RetirementFund.................................................................................................12

    Section 2.31 - Terminationof Employment.................................................................................12

    Section 2.32 - Trustees..............................................................................................................12

    Section 2.33 - Union.................................................................................................................12

    Section 2.34- Vesting................................................................................................................12

 

ARTICLEIII................................................................................................................................12

    EMPLOYEEPARTICIPATION..............................................................................................12

    Section 3.1 - Eligibilityfor Participation......................................................................................12

    Section 3.2 - Transferto Eligible Employee Status......................................................................13

    Section 3.3 - Re-Employmentafter a Break in Service...............................................................13

    Section 3.4 - Preservationof Pre-Break Service........................................................................13

 

ARTICLEIV................................................................................................................................14

   BENEFITS...............................................................................................................................14

    Section 4.1 - NormalRetirement Benefit Formula.......................................................................14

    Section 4.2 - AccruedBenefit....................................................................................................14

    Section 4.3 - EarlyRetirement Benefit........................................................................................14

    Section 4.4 - BenefitUpon Other Termination of Employment....................................................15

    Section 4.5 - EarlyCommencement of Benefits..........................................................................15

    Section 4.6 - MinimumBenefit...................................................................................................16

    Section 4.7 - Benefitsthat Matured Prior to the Effective Date....................................................16

    Section 4.8 - Non-Duplicationof Benefits..................................................................................16

    Section 4.9 - OptionalForms of Benefit Payments......................................................................16

    Section 4.10 - QualifiedJoint and Survivor Annuity....................................................................17

    Section 4.11 - Pre-RetirementSpouse Annuity...........................................................................18

    Section 4.12 - Paymentof Small Amounts..................................................................................20

    Section 4.13 - NoOther Benefits...............................................................................................21

    Section 4.14 - MaximumBenefits..............................................................................................21

    Section 4.15 - DeathBenefit......................................................................................................21

    Section 4.16 - Mannerof Election - Revocation for Joint and Survivor Annuity - 

    NormalRetirement Age.............................................................................................................22

 

ARTICLEV..................................................................................................................................23

    PLANFINANCING................................................................................................................23

    Section 5.1 - Contributions........................................................................................................23

 

ARTICLEVI................................................................................................................................23

    ACTUARY...............................................................................................................................23

    Section 6.1 - Appointmentand Duties........................................................................................23

    Section 6.2 - Successors...........................................................................................................24

 

ARTICLEVII...............................................................................................................................24

   ADMINISTRATION...............................................................................................................24

    Section 7.1 - Allocationof Responsibility Among Fiduciaries for Plan and Retirement 

    FundAdministration...................................................................................................................24

    Section 7.2 - Facilityof Payment................................................................................................24

    Section 7.3 - DiscretionaryAuthority.........................................................................................25

 

ARTICLEVIII.............................................................................................................................25

   MISCELLANEOUS.................................................................................................................25

    Section 8.1 - Non-Guaranteeof Employment.............................................................................25

    Section 8.2 - Rightsto Retirement Fund Assets..........................................................................25

    Section 8.3 - Non-Alienationof Benefits....................................................................................25

    Section 8.4 - DistributionsUnder Domestic Relations Orders.....................................................26

 

ARTICLEIX................................................................................................................................26

   AMENDMENTS......................................................................................................................26

    Section 9.1 - Amendment..........................................................................................................26

 

ARTICLEX..................................................................................................................................27

    SUCCESSORCOMPANY AND MERGER OR CONSOLIDATION OF PLANS............... 27

    Section 10.1 - SuccessorCompany...........................................................................................27

    Section 10.2 - PlanAssets.........................................................................................................27

 

ARTICLEXI................................................................................................................................28

    TOP HEAVYPROVISIONS...................................................................................................28

    Section 11.1 - TopHeavy Plan Requirements............................................................................28

    Section 11.2 - Determinationof Top Heavy Status.....................................................................28

    Section 11.3 - Vestingif a Portion of the Plan Becomes Top Heavy............................................33

    Section 11.4 - MinimumBenefit Requirement If a Portion of the Plan Becomes Top Heavy......... 34

 

ARTICLEXII...............................................................................................................................35

 

ARTICLEXIII.............................................................................................................................36

    PLANTERMINATION...........................................................................................................36

    Section 13.1 - Rightto Terminate...............................................................................................36

    Section 13.2 - PartialTermination..............................................................................................37

    Section 13.3 - Liquidationof Retirement Fund............................................................................37

    Section 13.4 - Mannerof Distribution........................................................................................39

    Section 13.5 - ResidualAmounts...............................................................................................40

 

ARTICLEXIV..............................................................................................................................40

   CONSTRUCTION..................................................................................................................40

    Section 14.1 - Construction.......................................................................................................40

    Section14.2 - Authority of Trustees..........................................................................................40

 

 

 

ARTICLEI

NAMEAND HISTORY OF PLAN

    Section 1.1 - THE GRAPHICCOMMUNICATIONS INTERNATIONAL UNION, TWIN CITIES LOCAL 6A - BUCKBEE-MEARSPENSION PLAN (formerly known as the Pension Plan of the Lithographers andPhotoengravers International Union, Twin Cities Local 6A - Buckbee MearsRetirement Fund and more recently known as the Graphic Arts InternationalUnion, Twin Cities Local 6A - Buckbee-Mears Pension Plan) as set forth in theinstrument dated the 27th day of December 1968, amended January 1,1975, restated January 1, 1976, amended and restated January 1, 1982, amendedand restated January 1, 1984, amended and restated January 1, 1985, amended andrestated January 1, 1989, and is hereby amended and restated in its entirety tobe effective as of January 1, 2001.

ARTICLEII

DEFINITIONS

    Section 2.1 - All of thedefinitions contained in the Restated Agreement and Declaration of Trust of theGRAPHIC COMMUNICATIONS INTERNATIONAL UNION, TWIN CITIES LOCAL 6A -BUCKBEE-MEARS RETIREMENT FUND, formerly the Graphic Arts International Union,Twin Cities Local 6A - Buckbee Mears Retirement Fund, are incorporated intothis Plan by reference.

    Section 2.2 - AccrualService  The Accrual Service credited to a Participant will vary inaccordance with the particular year in which such service was performed and theyear in which said Participant's employment terminated.  Computations ofAccrual Service shall include all Hours Worked by an Eligible Employee in anAccrual Computation Period.

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(a)      ForParticipants who are laid off or who terminate employment with the Employerafter December 31, 1984, Accrual Service after December 31, 1975 is accumulatedat the rate of one (1) year for each Accrual Computation Period in which anEligible Employee completes 1,800 or more Hours Worked.  If an EligibleEmployee works at least 900 hours but less than 1,800 hours, he will beentitled to a fraction of one (1) year Accrual Service based upon the number ofhours actually worked divided by 1,800 hours.  There will be noaccumulation of Accrual Service for any complete Accrual Computation Period inwhich a Participant accumulates less than 900 Hours Worked.

(b)      ForParticipants who are laid off or who terminate employment with the Employerbetween January 1, 1981 and December 31, 1984, Accrual Service after December31, 1975 is accumulated at the rate of one (1) year for each Accrual ComputationPeriod in which an Eligible Employee completes 1,800 or more hoursworked.  There will be no accumulation of Accrual Service for any completeAccrual Computation Period in which a Participant accumulates less than 975hours.  If a Participant accumulates more than 975 hours, but less than1,800 hours, he will be entitled to a fraction of one (1) year of AccrualService based upon the number of hours actually worked divided by 1,950 hours.

(c)      Inthe case of a Participant who is laid off or terminates employment with theEmployer    during the period from January 1, 1976 throughDecember 1, 1980, an Eligible Employee shall have accumulated at least 975hours during the computation period in order to receive any Accrual Service forthat period.  An Eligible Employee working at least 975 hours but lessthan 1,950 hours in an Accrual Computation Period between January 1, 1976 andDecember 31, 1980, shall accrue a fraction of one (1) year of Accrual Service,the numerator being the number of hours actually worked and the denominatorbeing 1,950 hours.

(d)      AccrualService prior to January 1, 1976 shall be the service recognized for benefitaccrual purposes under the terms of the Former Plan.  For each Plan Yearfrom June 1, 1968 to May 31, 1975, service was accumulated as follows:

•         1year of Accrual Service if at least 48 weekly payroll checks received from theEmployer in a Plan Year.

•         3/4of 1 year of Accrual Service if between 36 and 47 weekly payroll checksreceived from the Employer in a Plan Year.

•         1⁄2of 1 year of Accrual Service if between 24 and 35 weekly payroll checksreceived from the Employer in a Plan Year.

•         Nocredit if less than 24 weekly payroll checks received from the Employer in aPlan year.

(e)      Forthe short Plan Year June 1, 1975 to December 31, 1975, service was accumulatedas follows:

•         58.33%of 1 year of Accrual Service if at least 28 weekly payroll checks received fromthe Employer in the Plan Year.

•         43.75%of 1 year of Accrual Service if between 21 and 27 weekly payroll checksreceived from the Employer in the Plan Year.

•         29.17%of 1 year of Accrual Service if between 14 and 20 weekly payroll checksreceived from the Employer in the Plan Year.

•         Nocredit if less than 14 weekly payroll checks received from the Employer in thePlan Year.

(f)       AParticipant who retires on or after January 1, 1973 is entitled to a maximum often (10) Years of Service under this Plan for vesting and accrual purposes foremployment with the Employer within the ten (10) years prior to June 1, 1968provided that such service would otherwise qualify under the terms of thisPlan.  For purposes of determining Accrual Service, years prior to June 1,1968, shall be calculated pursuant to Section 2.2(d).

(g)      Serviceprior to June 1, 1958, shall not be counted for the purpose of calculatingAccrual Service under this Plan.

    Section 2.3 - AccruedBenefit.  The Accrued Benefit for each Participant who on or afterJanuary 1, 2003:

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(a)      terminatesemployment with the Employer:

(b)      islaid off; or

(c)      ceasesbeing an Eligible Employee;

shall be $43.50 multiplied by the number of yearsof Accrual Service through December 31, 2001; plus, Hours Worked from January1, 2002 through June 30, 2002 divided by 1800 hours multiplied by $43.50; plus,Hours Worked from July 1, 2002 through December 31, 2002 divided by 1800multiplied by $21.75; plus $21.75 multiplied by the number of years of AccrualService on or after January 1, 2003.  No Hours Worked in 2002 in excess of1800 hours shall be included in these equations.  Pursuant to Section 2.2,there will be no accumulation of Accrual Service for any complete AccrualComputation Period in which a Participant accumulates less than 900 HoursWorked; in addition, if any Eligible Employee has less than 900 Hours Worked inthe year 2002, he or she shall not be entitled to any benefit accrual for 2002.

    With respect to anyParticipant who terminated employment with the Employer or was laid off orceased to be an Eligible Employee prior to January 1, 2003, the followingAccrued Benefit shall be applicable for the following period of time:

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2002**                                      ***

2001                                      $43.50per year of Accrual Service

2000                                      $43.50per year of Accrual Service

1999                                      $43.50per year of Accrual Service

1998                                      $39.00per year of Accrual Service

1997                                      $35.00per year of Accrual Service

1996                                      $34.00per year of Accrual Service

1995                                      $28.50per year of Accrual Service

1991                                      $28.00per year of Accrual Service

1990                                      $27.00per year of Accrual Service

1989                                      $25.00per year of Accrual Service

1988                                      $24.00per year of Accrual Service

1987                                      $22.00per year of Accrual Service

1986                                      $21.00per year of Accrual Service

1985                                      $19.00per year of Accrual Service

1984                                      $16.00per year of Accrual Service

1983                                      $14.00per year of Accrual Service

1982                                      $13.00per year of Accrual Service

1981                                      $11.00per year of Accrual Service

9/1/80 -12/31/80                   $9.50 per year of Accrual Service, except for participants who terminatedemployment prior to 1/1/80.

*****        $43.50multiplied by the number of years of Accrual Service through December 31, 2001;plus, Hours Worked from January 1, 2002 through June 30, 2002 divided by 1800hours multiplied by $43.50; plus, Hours Worked from July 1, 2002 throughDecember 31, 2002 divided by 1800 multiplied by $21.75.  No HoursWorked in 2002 in excess of 1800 hours shall be included in theseequations.  Pursuant to Section 2.2, there will be no accumulation ofAccrual Service for any complete Accrual Computation Period in which aParticipant accumulates less than 900 Hours Worked; in addition, if anyEligible Employee has less than 900 Hours  Worked  in the year 2002,he or she shall not be entitled to any benefit accrual for 2002.

    The Accrued Benefit of anyParticipant who terminated employment with the Employer on or before December 31,1979 shall be the Accrued Benefit that was in effect in the Plan at the time ofsuch termination.

    Section 2.4 -  ActuarialEquivalent.  In the event that a specific actuarial factor is notprovided under this Plan, the appropriate actuarial equivalence factor shall bethe actuarial factors issued by the Pension Benefit Guaranty Corporation forthe first day of January of the year for which the actuarial equivalence isprovided.  The factor shall use an average of the appropriate male andfemale factors.

    Section 2.5 -  Actuary. The Actuary is the corporation, firm or individual appointed and acting fromtime to time pursuant to the terms of Article VI.

    Section 2.6 -  Beneficiary. A Beneficiary is the person or persons, natural or otherwise, other than ajoint or contingent annuitant, designated by a Participant to receive anybenefit payable under the Plan in the event of his death.

    A Participant who hasdesignated a Beneficiary may, without the consent of such Beneficiary, alter orrevoke such designation.  However, the spouse of a Participant mustconsent to the naming of a Beneficiary other than himself or herself. Such consent must be executed in the presence of a notary public.  To beeffective, any Participant's designation, alteration, or revocation of aBeneficiary shall be in writing, in such form as the Trustees may prescribe,and shall be filed with the Trustees prior to the death of theParticipant.  If, at the time a death benefit becomes payable, there isnot on file with the Trustees a fully executed designation of Beneficiary withspousal consent where required, then the designated Beneficiary shall be theperson or persons surviving him in the first of the following classes in whichthere is a survivor, share and share alike:

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(a)      hisspouse;

(b)      hischildren, except that if any of his children predecease him but leave issuesurviving him, such issue shall take by right of representation the share theirparent would have taken if living;

(c)      hisparents;

(d)      hisbrothers and sisters;

(e)      hispersonal representative or representatives (executors and administrators).

The identity of each Beneficiary in each caseshall be determined by the Trustees.  Each such determination shall befinal and binding for all persons.  Should the Plan Administrator not havea valid consent by a spouse to the designation by a Participant of aBeneficiary other than the spouse, the Trustees will pay a Participant'sbenefits to the spouse.

    Section 2.7 -  Breakin Service.  A Break in Service occurs only when an Eligible Employeereceives no compensation and no vesting credit during a Vesting ComputationPeriod.  Such compensation shall include direct and indirect compensationby the Employer for Hours Worked including sick pay, vacation pay, pay during aleave of absence, disability income, and such other indirect compensation asmay be required to be recognized for Break in Service purposes under ERISA orrules or regulations related thereto.

    Section 2.8 -  Code. Code means the Internal Revenue Code of 1986, as amended or replaced from timeto time.

    Section 2.9 -  CollectiveBargaining Agreement.  Collective Bargaining Agreement means theexisting Collective Bargaining Agreement between Buckbee-Mears Saint Paul and theUnion effective June 1, 1976 through May 31, 1978, as well as any extensions orrenewals thereof, or any new Collective Bargaining Agreement executed in thefuture which provides for the payment of contributions to the Retirement Fundas well as any extension or renewal thereof.

    Section 2.10 - Company. Company means BMC Industries, Inc.

    Section 2.11 - ComputationPeriods.

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(a)      EligibilityComputation Periods - the 12-month period beginning with an employee'sEmployment Commencement Date, and the 12-month period commencing on any PlanAnniversary Date after his Employment Commencement Date.

(b)      Vestingand Accrual Computation Periods - the 12-month period commencing on the PlanAnniversary Date.

    Section 2.12 - EffectiveDate.  Except as specifically stated herein, the Effective Date ofthis Restatement is January 1, 2001.

    Section 2.13 - Eligibilityand Vesting Service.

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(a)      EligibilityService after December 31, 1975 is accumulated at the rate of one year for eachEligibility Computation Period in which an Eligible Employee completes 1,000 ormore Hours Worked.  There is no accumulation for an Eligible Employee fora Computation Period in which he has less than 1,000 Hours Worked.

(b)      VestingService after December 31, 1975 is accumulated at the rate of one year for eachVesting Computation Period in which an Eligible Employee completes 1,000 ormore Hours Worked.  There is no accumulation for an Eligible Employee fora Vesting Computation Period in which he has less than 1,000 Hours Worked.

Except, in theevent an Eligible Employee's first Eligibility Computation Period in which1,000 or more Hours Worked are completed overlaps two Vesting ComputationPeriods, neither of which contains 1,000 or more Hours Worked by the EligibleEmployee, the second such Vesting Computation Period will be deemed, forvesting purposes, to contain 1,000 hours.  There is no accumulation forany Vesting Computation Periods prior to the Vesting Computation Period inwhich the Eligible Employee attains the age of 18.

Notwithstandingthe definition of "Hours Worked" contained in this Plan, all HoursWorked by an employee for the Employer, the Company and any other corporationthat is a member of a controlled group of corporations, (within the meaning ofCode section 1563(a) without regard to Code sections 1563(a)(4) and1563(e)(3)(C)) that includes the Company, any trade or business (whether or notincorporated) that together with the Company is under common control (withinthe meaning of Code section 414(c)), any member of an "affiliated servicegroup" (within the meaning of Code section 414(m)) of which the Company isa member or any other organization that, together with the Company, is treatedas a single employer pursuant to Code section 414(o) and Treasury Regulationsthereunder ("ERISA Affiliates"); provided, that, for purposes ofapplying the limitations set forth at Section 414, such determination underCode section 1563(a) will be made by substituting the phrase "more than 50percent" for the phrase "at least 80 percent" wherever itappears in such Code section, and will be counted for Eligibility Service andVesting Service purposes whether or not such employee was an Eligible Employeeat the time the hours were worked.

EligibleEmployees on an authorized military leave of absence will accumulate hours forVesting and Eligibility Service at the rate of 40 hours for each seven (7)consecutive days of leave.

(c)      Vestingand Eligibility Service prior to January 1, 1976 for a Participant as of January1, 1976, who had been covered under the Former Plan, will be the Participant'slast period of continuous employment with the Company prior to January 1, 1976rounded to the nearest year.

    Section 2.14 - EligibleEmployee.

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(a)      Exceptas provided in Subsection (b), an "Eligible Employee" is an employeewho has performed services for the Employer as an employee of the Employer (asclassified by the Company or the Employer at the time the services areperformed without regard to any subsequent reclassification) for a period of atleast sixty-six (66) working days covered by the Collective BargainingAgreement and on whose behalf contributions are made to the Retirement Fundpursuant to the terms of the Collective Bargaining Agreement between Buckbee-MearsSaint Paul and the Union.

(b)      Anindividual who is classified by the Company or the Employer as an independentcontractor, leased employee or as any other status in which the individual isnot classified by the Company or the Employer as an employee of the Employer atthe time services are performed is not an Eligible Employee.  No judicialor administrative reclassification, or reclassification by the Company or theEmployer, will be applied to grant retroactive eligibility to any individualunder the Plan.

(c)      Inaddition, Eligible Employee includes full-time officers and employees of theUnion, the Retirement Fund, and any other benefit fund established by theCollective Bargaining Agreement, provided that contributions to the RetirementFund are made on behalf of said Eligible Employees by their respectiveEmployers.

    Section 2.15 - Employer. Employer shall mean Buckbee-Mears Saint Paul (a unit of  the Company) andany employer of an Eligible Employee on whose behalf contributions are madeinto the Retirement Fund.  The Union, the Retirement Fund, and otherbenefit funds described in Section 2.14 hereof shall be deemed Employers forthe limited purpose of making payments to the Retirement Fund on behalf ofEligible Employees (as defined in Section 2.14).

    Section 2.16 - EmploymentCommencement Date.  The date an Eligible Employee first works one hourfor the Employer.

    Section 2.17 - ERISA. The Employee Retirement Income Security Act of 1974, as amended from time totime.

    Section 2.18 - Fiduciary. The named Fiduciary of the Plan is the Board of Trustees, the InvestmentManager, the Plan Administrator, insurance company or companies, or combinationthereof, appointed and acting from time to time in accordance with the provisionsof Section 5.2 and Article VII and the  Retirement Fund, to hold, investand disburse assets in the Retirement Fund and administer the Plan.

    Section 2.19 -  FormerPlan.  The Former Plan is the Restated Graphic CommunicationsInternational Union, Twin Cities Local 6A - Buckbee Mears Pension Plan inexistence the day before the Effective Date of this Plan.

    Section 2.20 - HoursWorked.  Determined as follows:

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(a)      ForEligible Employees whose hours are not required to be counted and recorded byany Federal Law such as the Fair Labor Standards Act, Hours Worked will berecorded at the rate of 45 for each 7 days of employment in covered employmentduring the Computation Period in which the Eligible Employee would be requiredunder Subsection (c) hereof to be credited with at least one (1) Hour Worked.

(b)      Forall other Eligible Employees, Hours Worked will be total Hours Worked computedin accordance with Subsection (c) hereof.

(c)      (1)      "HoursWorked" shall mean each hour worked for which the Employer, eitherdirectly or indirectly, pays an Eligible Employee, or for which the EligibleEmployee is entitled to payment, for the performance of duties during the PlanYear.  The Eligible Employee shall be credited with the Hours Worked underthis subparagraph (1) for the Plan Year in which the Eligible Employee performsthe duties, irrespective of when paid;

       (2)      Each Hour Worked for back pay,irrespective of mitigation of damages, to which the Employer has agreed or forwhich the Eligible Employee has received an award.  Hours Worked shall becredited under this subparagraph (2) to the Eligible Employee for the PlanYear(s) to which the award or the agreement pertains rather than for the PlanYear in which the award, agreement or payment is made; and

       (3)      Each Hour Worked for which the Employer,either directly or indirectly, pays an Eligible Employee, or for which theEligible Employee is entitled to payment (irrespective of whether theemployment relationship is terminated), for reasons other than for theperformance of duties during a Plan Year, such as leave of absence, vacation,holiday, sick leave, illness, incapacity (including disability and periods forwhich an Eligible Employee is entitled to receive workers' compensationbenefits), layoff, jury duty or military duty.  Hours Worked shall becredited under this subparagraph (3) for the Plan Year in which the Employerpays the Eligible Employee, the Eligible Employee becomes entitled to paymentor the payment becomes due, whichever first occurs.  Notwithstanding thepreceding provisions of this subparagraph (3), Hours Worked shall not becredited for:

(i)       morethan five hundred one (501) Hours Worked under subparagraph (c) to an EligibleEmployee on account of any single continuous period during which the EligibleEmployee does not perform any duties (whether or not such period occurs duringa single Plan Year);

(ii)      hoursfor which payments are made or due to the Eligible Employee under a planmaintained solely for the purpose of complying with the applicable unemploymentcompensation law; and

(iii)     hoursfor which a payment to an Eligible Employee solely reimburses the EligibleEmployee for medical or medically related expenses incurred by the EligibleEmployee.

An HourWorked shall not be credited under more than one of the above subparagraphs(1), (2) or (3) of subsection (c).  Furthermore, if the Eligible Employeeis to be credited with Hours Worked for the twelve (12) month period beginningwith the Eligible Employee's Employment Commencement Date, then the twelve (12)month period shall be substituted for the term "Plan Year" whereverthe latter term appears in this Section 2.20.

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(d)      HoursWorked shall also include all Hours Worked by any Eligible Employee for whichthe Eligible Employee receives compensation from the Union.  These hoursrepresent lost time hours which, but for this subsection (d), the EligibleEmployee would not otherwise be given credit.

Any ambiguitywith respect to the crediting of an Hour Worked shall be resolved in favor ofthe Eligible Employee.  Furthermore, in crediting Hours Worked under thisSection 2.20, the rules of paragraphs (b) and (c) of Department of LaborRegulation § 2530.200b-2 which the Plan, by this reference, specificallyincorporates in full within this Section 2.20, shall be applied.

Solely forpurposes of determining whether the Eligible Employee incurs a Break in Serviceunder any provision of this Plan, the Plan Administrator shall credit Hours Workedduring an Eligible Employee's unpaid absence period due to maternity orpaternity leave if his or her absence is due to the Eligible Employee'spregnancy, the birth of the Eligible Employee's child, the placement with theEligible Employee of an adopted child, or the care of the Eligible Employee'schild immediately following the child's birth or placement.  The PlanAdministrator shall credit Hours Worked under this paragraph on the basis ofthe number of Hours Worked the Employee would receive if he were paid duringthe absence period or, if the Plan Administrator cannot determine the number ofHours Worked the Eligible Employee would receive, on the basis of eight (8)hours per day during the absence period.  The Plan Administrator onlyshall credit the number of Hours Worked (up to 501 Hours Worked) necessary toprevent an Eligible Employee's Break in Service.  The Plan Administratorshall credit all Hours Worked described in this paragraph to the computationperiod in which the absence period begins or, if the Eligible Employee does notneed these Hours Worked to prevent a Break in Service in the computation periodin which is absence period begins, the Plan  Administrator shall creditthese Hours Worked to the immediately following Computation Period.  ThePlan Administrator shall apply this paragraph for absence periods which beginin Plan Years commencing after December 31, 1984.

(e)      HoursWorked shall also include hours during which a Participant would have workedbut for one or more involuntary furlough(s), up to a maximum of sixty (60)working days or four-hundred fifty (450) hours in any Plan Year.  Aninvoluntary furlough shall be defined as a period of time during which theParticipant would have worked but for the temporary shutdown of operationsmandated by the Company.

(f)       Notwithstandingany provision of this Plan to the contrary, contributions, benefits and servicecredit with respect to qualified military service will be provided inaccordance with Section 414(u) of the Code.

    Section 2.21 - NormalRetirement Date.  The Normal Retirement Date of a Participant is thelast day of the month in which he attains age 65.

    Section 2.22 - NormalRetirement Age.  A Participant's Normal Retirement Age is age 65, orfive years after the Participant commenced participation in the Plan, whicheveris later.

    Section 2.23 - PBGC. Pension Benefit Guaranty Corporation, a body corporate within the Department ofLabor established under the provisions of Title IV of ERISA.

    Section 2.24 - Participant. A Participant is an Eligible Employee or former Eligible Employee who hassatisfied the eligibility requirements of Article III and who is eitheraccruing a benefit or is entitled to receive a benefit under the Plan.

    Section 2.25 - Plan. The Plan is the Graphic Communications International Union, Twin Cities Local6A - Buckbee-Mears Pension Plan as may be amended from time to time, thisdocument comprising the Seventh Restatement of such Plan.

    Section 2.26 - PlanAdministrator.  The Plan Administrator shall be appointed by theTrustees and serve until replaced by the Trustees or until said PlanAdministrator resigns.

    Section 2.27 - PlanAnniversary Date.  The Plan Anniversary Date of this Plan isJanuary 1.

    Section 2.28 - Plan Year.  The Plan Year isthe 12-month period commencing each January 1.

    Section 2.29 - Re-Employment Commencement Date. The date following a Break in Service when an Eligible Employee first works onehour for the Employer.

    Section 2.30 - RetirementFund.  Retirement Fund  means the Restated Agreement andDeclaration of Trust of  Graphic Communications International Union, TwinCities Local 6A - Buckbee-Mears Retirement Fund, consisting of allcontributions to the Retirement Fund received by the Trustees, together withall income, increments, earnings, and profits therefrom, and all other assetsheld by the Trustees for the uses, purposes, and trusts set forth in saidRetirement Fund Trust Agreement.

    Section 2.31 - Terminationof Employment.  Termination of Employment is the severance of anEligible Employee's employment relationship with the Employer, the Company andERISA Affiliates (as defined in Section 2.13).

    Section 2.32 - Trustees. Trustees or Trustee means the Trustees or a Trustee of the Retirement Fund.

    Section 2.33 - Union. Union means Graphic Communications International Union, Twin Cities Local 6A.

    Section 2.34- Vesting. For purposes of this Plan, an Eligible Employee's Accrued Benefit shall bevested pursuant to the following schedule:

Years ofVesting Service                                 %Vested

0-4 Years ofService                                        0%

5   Years orMore                                        100% 

For Plan yearsprior to January 1, 1989, the following schedule applies: 

Years ofVesting Service                                 %Vested

0-9 Years ofService                                         0%

10 Years orMore                                         100%

ARTICLEIII

EMPLOYEEPARTICIPATION

    Section 3.1 - Eligibilityfor Participation.  Each Eligible Employee shall become a Participantin the Plan as follows:

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(a)      AnyEligible Employee included under the provisions of the Former Plan as of theEffective Date shall continue to participate in accordance with the provisionsof this amended and restated Plan.

(b)      Anyother Eligible Employee as of the Effective Date who has both attained age 21and completed an Eligibility Computation Period ending prior to said date,during which he had not less than 1,000 Hours Worked, shall become aParticipant on the Effective Date.

(c)      Theparticipation of any Eligible Employee thereafter to become a Participant shallcommence as of the earlier of January 1 or July 1 following the date he has bothattained age 21 and completed an Eligibility Computation Period ending prior tosaid date of not less than 1,000 Hours Worked.

    After a Break in Service, theprovisions of Section 3.3 and 3.4 shall be applicable.

    Section 3.2 - Transfer toEligible Employee Status.  Transfer from an ineligible status to thestatus of an Eligible Employee will result in immediate participation if theEligible Employee satisfies the requirements of Section 3.1; otherwise he willbegin participation in The Plan as provided for in Section 3.1.

    Section 3.3 - Re-Employmentafter a Break in Service.  An Eligible Employee who has beenre-employed after a Break in Service may resume participation in the Plan assoon as he has completed a 12-month period in which he has 900 HoursWorked.  He shall reenter the Plan retroactive to his Re-EmploymentCommencement Date.

    Such a Participant shallreceive Accrual Service if he has 900 or more Hours Worked during the firstAccrual Computation Period ending after his Re-Employment CommencementDate.  If he has less than 900 Hours Worked during this partialComputation Period but he has hours equal to at least 900 considering thefraction of the Computation Period worked, he will accumulate a fraction of ayear of Accrual Service equal to the ratio of the Hours Worked during suchpartial Computation Period to 1,800 hours for a full accrual ComputationPeriod.  For periods of re-employment prior to January 1, 1981, anEligible Employee shall earn credit as described in the previous sentence with975 hours substituted for 900 hours and 1,950 hours substituted for 1,800hours.

    Section 3.4 - Preservationof Pre-Break Service.  In the event of re-employment after a Break inService, service completed prior to the Break in Service for non-vestedParticipants will be disregarded for all purposes under the Plan unless thenumber of the Eligible Employee's consecutive Breaks in Service is less than:

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(a)      TheEligible Employee's aggregate Years of Vesting Service (without regard to VestingService disregarded under Section 3.4), or

(b)      five(5) years, if greater than (a).

    In the event that aParticipant terminates employment with the Employer for any reason and suffersconsecutive Breaks in Service of five years or less and returns to employmentwith the Employer as an Eligible Employee, that Participant's Accrued Benefitunder Section 2.3 of this Plan shall be calculated by multiplying all of thatParticipant's years of Accrual Service with the Employer times the Accrued Benefitrate in effect as of the date of that Participant's final termination ofemployment with the Employer.  In the event that a Participant terminatesemployment with the Employer for any reason, suffers consecutive Breaks inService in excess of five years and subsequently returns to employment with theEmployer as an Eligible Employee, the Participant's Accrued Benefit underSection 2.3 of the Plan shall be calculated by multiplying the applicableAccrued Benefit rate in effect at the time of the Participant's firstTermination of Employment times the years of Accrual Service earned at thattime and adding to that figure the amount determined by multiplying the yearsof Accrual Service earned after the Breaks in Service times the applicableAccrued Benefit rate in effect at the Participant's final Termination ofEmployment with the Employer.

ARTICLEIV

BENEFITS

    Section 4.1 - NormalRetirement Benefit Formula.  A Participant's pension benefit payablein the normal form shall be a benefit payable for his lifetime in a monthlyamount equal to his Accrued Benefit.  The Termination of Employment of aParticipant on or after his Normal Retirement Age shall be deemed to be anormal retirement.  Upon such retirement, he shall be entitled to apension in the amount determined according to the first sentence of thisSection 4.1 payable monthly for life, with the first payment to be made as ofthe first day of the month next following his Termination of Employment, if heis then living, and the last  payment as of the first day of the month inwhich his death occurs.

    Section 4.2 - AccruedBenefit.  The Accrued Benefit may be determined as of any point intime that the Participant is an Eligible Employee.  In no event will anyAccrued Benefit determined after the Effective Date be less than the AccruedBenefit determined as of the preceding Plan Anniversary Date.

    Section 4.3 - EarlyRetirement Benefit.  The Termination of Employment of a Participantprior to his Normal Retirement Date shall be deemed to be an early retirementif he has then attained age 55 and completed at least 10 years of VestingService.  Upon such early retirement, he shall be entitled to a pensionpayable monthly for life, with the first payment to be made as of the first dayof the month next following his Normal Retirement Date, if he  is thenliving, and the last payment as of the first day of the month in which hisdeath occurs.  The amount of each monthly payment shall equal his AccruedBenefit.

    In lieu of such payment theParticipant may elect to have benefits commence on the first of any monthfollowing his Termination of Employment and prior to his Normal RetirementDate.  The benefit payable from such earlier commencement date shall bethe pension benefit payable in the normal form (as determined under Section4.1)..

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(a)      reducedby six and two-thirds (6-2/3%) percent reduction per year for the first fiveyears of commencement immediately prior to age 65; and

(b)      reducedby three and one-third (3-1/3%) percent reduction per year for an additionalfive years.

    Section 4.3. A. - SpecialEarly Retirement Benefit.  Effective January 1, 1997, any Participantwho terminates employment with the Employer after he reaches age 55 on or afterJanuary 1, 1997 and has completed at least 25 years of Accrual Service as ofthe date of termination shall be eligible to commence a retirement benefitafter he has attained age 62 without any reduction in the Accrued Benefitcalculated under Section 2.3.

    Section 4.4 - Benefit UponOther Termination of Employment.  If a Participant's Termination ofEmployment occurs prior to his Normal Retirement Age, and if at the time of hisTermination of Employment he has completed at least 5 years of Vesting Serviceand has not attained age 55, he shall be entitled to a pension payable monthlyfor life, with the first payment to be made as of the first day of the monthnext following his Normal Retirement Date, if he is then living, and the lastpayment as of the first day of the month in which his death occurs.  Theamount of each monthly payment shall equal his Accrued Benefit.

    Section 4.4.A. - DisabilityBenefit.  Effective January 1, 1998, any Participant with at least 10years of Accrual Service who terminated employment after age 55 due to a totaland permanent disability as determined by the Social Security Administrationshall be eligible to retire as of the date of disability without any reductionin the Accrued Benefit calculated under Section 2.3.  Upon such disabilityretirement, he shall be entitled to a pension payable monthly for life, withthe first payment to be made as of the first day of the month following hisTermination of Employment and submission of his application for the pensionbenefit accompanied by evidence that he has been determined to be totally andpermanently disabled by the Social Security Administration.  If theParticipant is no longer totally and permanently disabled at any time prior toage 62, the disability pension shall be discontinued and the Participant shall beentitled to additional pension benefits only in accordance with the otherprovisions in the Plan.

    Section 4.5 - EarlyCommencement of Benefits.  A Participant who qualifies under Section4.4 and has at least ten years of Vesting Service may elect a reduced monthlybenefit which is in lieu of the aforesaid benefit, with the first payment to bemade as of the first day of any month after his attainment of age 55 and priorto his Normal Retirement Date and the  last payment as of the first day ofthe month in which his death occurs.  The benefit payable from suchearlier commencement date shall be the pension benefit payable in the normalform (as determined under Section 4.1):

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(a)      reducedby six and two-thirds (6/2/3%) percent reduction per year for the five yearsimmediately prior to age 65; and

(b)      reducedby three and one-third (3-1/3%) percent reduction per year for an additionalfive years.

    Section 4.6 - MinimumBenefit.  In no event will the benefit determined in Section 4.1, 4.2,4.3 or 4.4 and payable from Normal Retirement Date be less than the AccruedBenefit under the Former Plan as of the Effective Date.

    Section 4.7 - Benefits thatMatured Prior to the Effective Date.  Benefits, if any, payable onaccount of a Participant's Termination of Employment prior to the EffectiveDate shall be  determined and paid in accordance with the provisions ofthe Plan in effect as of the date of his Termination of Employment.

    Section 4.8 - Non-Duplicationof Benefits.  In the event that a Participant terminates coveredemployment under the Collective Bargaining Agreement but continues in theemployment of the Employer or the Company in a different position, theParticipant shall not accrue any additional Accrual Service under this Plan unlessthe Participant later resumes covered employment under the CollectiveBargaining Agreement.  In addition, the Accrued Benefit defined underSection 2.3 of the Plan shall be calculated for that Participant who terminatedemployment with the Employer as of the date the Participant ceased to be anEligible Employee covered by the Collective Bargaining Agreement and not thedate the Participant later terminates non-covered employment with the Employeror the Company.  In the event that the Participant is re-employed and isan Eligible Employee covered by the Collective Bargaining Agreement, andreceived Accrual Service after a one-year Break in Service, the Accrued Benefitcalculated under Section 2.3 of the Plan shall be calculated based on theapplicable Accrued Benefit at the time of the earlier termination times theyears of Accrual Service at that time plus later years of Accrual Service timesthe applicable Accrued Benefit rate in effect under the Plan at the subsequentTermination of Employment.  In addition, notwithstanding any otherprovisions of the Plan, benefits otherwise payable to a Participant underSection 4.1, 4.3 or 4.4 shall be suspended during such period as he receiveslong or short term disability benefits provided by the Employer or the Companyand during periods of re-employment with the Employer prior to theParticipant's Normal Retirement Date.  Any benefits payable subsequent toTermination of Employment will be actuarially adjusted to reflect the paymentsalready received.

    Section 4.9 - OptionalForms of Benefit Payments.  In lieu of the amount and form of pensionpayable under Section 4.1, 4.3 or 4.4, a Participant may, under such rules andregulations as the Trustees may prescribe which are in accord with the adviceof the Actuary, and subject to the provisions of Section 4.10 and 4.16, electto have a pension benefit payable in any of the following optional forms:

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(a)      Ten(10) Year Certain and Life Benefit.  A reduced monthly benefit payable tothe Participant for his or her life, with the provision that, if theParticipant dies before having received 120 monthly payments, such reducedmonthly payments will continue to the Participant's designated Beneficiaryuntil the number of monthly payments made to the Participant and theParticipant's designated Beneficiary total 120;

(b)      Jointand Fifty (50%) Percent Survivor Benefit.  A reduced monthly benefitpayable to the Participant for his or her life, with the provision that, if theParticipant is survived by his or her contingent annuitant, one-half of suchreduced monthly benefit will be continued to the contingent annuitant for theduration of the contingent annuitant's life; and

(c)      Jointand One Hundred (100%) Percent Survivor Benefit.  A reduced monthlybenefit payable to the Participant for his or her life, with the provisionthat, if the Participant is survived by his or her contingent annuitant, suchreduced monthly benefit will be continued to the contingent annuitant for theduration of the contingent annuitant's life.

The amount of the benefit available under any ofthe options set forth in this Section shall be calculated by applying thereduction factors set forth in Appendix A to this Pension Plan.  Benefitpayments under any option elected in accordance with the terms of thisparagraph shall commence on the same date that benefit payments would otherwisecommence under Section 4.1, 4.3, 4.4 or 4.5, whichever is applicable.  Inconjunction with the Participant's election of an optional benefit under subsections(b) or (c), the Participant must designate, in form prescribed by the Trustees,a contingent annuitant to receive the survivor benefits thereunder; provided,that, if the designation is not made at that time, a designation may be made ata later date, but not after the commencement of benefit payments to theParticipant.  Notwithstanding other provisions of this paragraph to thecontrary, if a Participant dies before his or her payments have commenced, theTrustees shall not make payment to a Beneficiary who is not the Participant'sspouse for a period which exceeds five (5) years from the date of theParticipant's death.

    If a Participant remains inthe employ of the Company after his Normal Retirement Date, and if his deathoccurs thereafter prior to his Termination of Employment, and if he elected anoptional form of benefit payment under this Section which was not revoked priorto his death, the same benefit shall be provided his Beneficiary or joint orcontingent annuitant under the option as though the Participant's Terminationof Employment had occurred on his Normal Retirement Date and he had receivedmonthly payments under the option for each month prior to his death.

    Section 4.10 - QualifiedJoint and Survivor Annuity.  Unless a Participant elects otherwise, ashereinafter specified in Section 4.16, benefits shall be paid in the form of aQualified Joint and Survivor Annuity with respect to any Participant who has aspouse and who -

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(a)      beginsto receive benefit payments under Section 4.1, 4.3, 4.4 or 4.5, or

(b)      dieson or after attaining Normal Retirement Age and prior to his or her Terminationof Employment, or

(c)      ceasesto be an Eligible Employee on or after the date he is entitled to receivebenefits under Sections 4.1 or 4.4 and thereafter dies before beginning toreceive such benefits.

A "Qualified Joint and SurvivorAnnuity" is an annuity for the life of the Participant with a survivorannuity for the life of his spouse which is 50% of the amount payable for thelife of the Participant.  The amount of the benefit available under thisSection shall be calculated by applying the reduction factors set forth inAppendix A to this Plan, under the Option "Joint and 50% Survivor."

    Section 4.11 - Pre-RetirementSpouse Annuity.

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(a)      Eligibility. Ifa married Participant dies prior to commencement of payment of hisNonforfeitable Accrued Benefit, the Trustee will distribute to theParticipant's surviving spouse a pre-retirement survivor annuity, unless theParticipant and his spouse were not married throughout the one (1) year periodending on the date of his death.  This Section shall apply to aParticipant who dies after August 22, 1984, and either (i) completes at leastone (1) Hour Worked with the Employer after August 22, 1984, or (ii) separatedfrom Service with at least ten (10) years of service and completed at least one(1) Hour Worked with the Employer in a Plan Year beginning after December 31,1975.  If a Participant's death benefit is payable on or after the EffectiveDate and this Section does not apply to the Participant, the Plan Administratorshall make payment of the Participant's entire Nonforfeitable Accrued Benefitin accordance with Sections 4.10 and 4.15, subject to the requirements ofsubsection (c) hereof.

For aParticipant dying after the earliest retirement age under the Plan, thepre-retirement spouse annuity shall equal the survivor annuity portion of thequalified joint and fifty (50%) percent survivor annuity the Trustees wouldhave paid under Section 4.10 if the Participant had commenced receiving thequalified joint and survivor annuity the day before his death.  For aParticipant dying on or before the earliest retirement age under the Plan, thepre-retirement survivor annuity shall equal the survivor annuity portion of thequalified joint and fifty (50%) percent survivor annuity the Trusteeswould have paid under Section 4.10 if the Participant had separated fromservice on the date of his death, had commenced receiving the qualified jointand survivor annuity at the earliest retirement age under the Plan, and haddied the day after attaining the earliest retirement age under the Plan. The "earliest retirement age under the Plan" is the earliest date onwhich the Plan permits the Participant to elect to receive retirementbenefits.  Notwithstanding the immediately preceding provisions of thisparagraph, if the actuarial equivalent of the pre-retirement spouse annuitycalculated under the formula set forth in Section 2.4 is not greater than$5,000, (using the GATT interest rates in effect as of retirement) the Trusteeswill pay the Participant's surviving spouse the actuarial equivalent in asingle lump sum payment as a complete settlement of all obligations under thisPlan.

The Trusteesshall commence payment of the pre-retirement spouse annuity on or before thelater of one (1) year after the Participant's death or the date the Participantwould have attained age seventy and one-half (70-1/2) unless the Participant'ssurviving spouse files an election to commence payment at some earlier date.

(b)      NoReduction of Pension Benefits.  A Participant's pension benefits shallnot be reduced as a result of the pre-retirement spouse annuity coveragerequired under Section 4.11(a) or the survivor's annuity coverage under Section4.11(c).  The Plan shall bear the cost of providing the pre-retirementspouse annuity or the survivor's annuity benefits.

(c)      Paymentof Certain Survivor Benefits After the 1/1/2001.  If a marriedParticipant who is not subject to Section 4.11(a) but who has received creditfor at least one (1) Hour Worked after September 1, 1974, has a death benefitpayable on or after the Effective Date, the Participant's surviving spouseshall receive a spouse's pre-retirement annuity if:

(1)      theParticipant had made a spouse's annuity election at any time during the spouseannuity election period; and

(2)      dieswhile employed as an Eligible Employee of the Employer on or after attainingqualified early retirement age.  The spouse annuity election period shallbegin on the ninetieth (90th) day before the Participant attains thequalified early retirement age and shall end on the date of the Participant'sTermination of Employment.  A Participant's "qualified earlyretirement age" is the later of the first day of the one hundred twentieth(120th) month beginning before the Participant attains NormalRetirement Age, or the date on which the Participant began participation underthis Plan.

Furthermore,if a married Participant who is not subject to Section 4.11(a) but who hasreceived credit for at least one (1) Hour Worked after September 1, 1974, has adeath or termination benefit payable on or after the Effective Date, theParticipant's surviving spouse shall receive a spouse's annuity if:

(3)      theParticipant dies on or after Normal Retirement Age while employed  by theEmployer, or has a Termination of Employment on or after attaining hisqualified early retirement age but dies before the Trustee commences payment ofhis pension; and

(4)      theParticipant (and, for elections made after December 31, 1984, the Participant'sspouse) has not waived the qualified joint and survivor annuity during theERISA election period.  The ERISA election period begins on the later of(i) the date one hundred and eighty (180) days prior to the Participant'sattaining qualified early retirement age, or (ii) the date the Participantcommenced participation in the Plan, and ends on the Participant's annuitystarting date under Section 4.10.

The spouse'spre-retirement annuity shall equal the survivor annuity portion of thequalified joint and survivor annuity payable under Section 4.10 determined asif the Participant had retired the day before his death and commenced receivingthe qualified joint and survivor annuity.

    Section 4.12 - Payment ofSmall Amounts.

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(a)      Ifthe actuarially equivalent present value of a Participant's vested AccruedBenefit does not exceed Five Thousand Dollars ($5,000) and did not exceed suchamount at the time of any previous distribution of such benefit, the benefitshall be paid to the Participant or to his or her surviving spouse followingthe Participant's death in a single lump sum payment no later than sixty (60)days after the close of the Plan Year following the Plan Year in which theParticipant terminates employment or dies, whichever occurs first. Actuarially equivalent lump sum values shall be calculated on the basis of (1)the mortality table based on the prevailing commissioners' standard table (describedin section 807(d)(5)(A) of the Code, which is the mortality table prescribed inRevenue Ruling 95-6 for distributions with an annuity starting date beforeDecember 31, 2002 and the mortality table prescribed in Revenue Ruling 2001-62for distributions with an annuity starting date on or after December 31, 2002))used to determine reserves for group annuity contracts issued on the date as ofwhich the lump sum is being determined (without regard to any othersubparagraph of section 807(d)(5)), as prescribed by the Commissioner ofInternal Revenue in revenue rulings, notices or other guidance and (2) for anylump sum payment made during a calendar year, an interest rate equal to theannual interest rate on 30-year Treasury securities for the November immediatelypreceding such calendar year as such rate is prescribed by the Commissioner ofInternal Revenue in revenue rulings, notices or other guidance.

(b)      Inthe case of any distribution pursuant to this section that constitutes an"eligible rollover distribution," within the meaning of section402(c)(4) of the Internal Revenue Code, the Trustees will, if so instructed bythe distributee in accordance with uniform rules, make the distribution to an"eligible retirement plan" within the meaning of section 402(c)(8) ofthe Internal Revenue Code.  The foregoing provision will not apply if (i)the aggregate taxable distribution to be made to the distributee from this Planduring the distributee's taxable year is less than Two Hundred Dollars ($200)or (Ii) if less than the entire taxable amount of the distribution is tobe distributed to an eligible retirement plan and the amount to be distributedto the eligible retirement plan is less than five Hundred Dollars ($500).

    Section 4.13 - No OtherBenefits.  In the event the Trustees distribute any part or allof  a Participant's Accrued Benefit to him and the Participant laterresumes active employment with the Employer, the Trustee shall compute theParticipant's Accrued Benefit by taking into account all of the Participant'sYears of Participation.  However, the Trustee shall offset theParticipant's Accrued Benefit so computed by the Participant's Accrued Benefitattributable to any distribution the Trustee has made to the Participant.

    Section 4.14 - MaximumBenefits.  The maximum benefit, when expressed as a monthly pension,shall not exceed $7,500.00, subject to the following:

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(a)      Themaximum shall apply to the single-life pension computed under Article IV.

(b)      Ifbenefits begin prior to age 65, the maximum will apply to such reduced pension;provided that, if benefits begin prior to age 55, the maximum will apply to apension beginning at age 55, which is the Actuarial Equivalent of such benefit.

(c)      Ifthe Participant has fewer than ten years of credited service at retirement, theapplicable maximum shall be multiplied by a fraction, of which the numerator ishis Accrual Service and the denominator is 10.

(d)      Themaximum amount of $7,500.00 per month shall be increased as permitted inSection 415(b) of the Internal Revenue Code.

    Notwithstanding the foregoingwith respect to a Participant included under the prior provisions of the Plan,the maximum computed under this subsection shall not be less than the Pensionpayable under the Plan provisions in effect as of December 31, 1982 based uponhis rate of compensation under the Plan in effect as of such date and onAccrual Service to the date of his Termination of Employment.

    Section 4.15 - DeathBenefit.  Upon the death of a Participant who has ten (10) or moreyears of Vesting Service and who is an Eligible Employee whose employment withthe Employer has not terminated or is a former Eligible Employee currently onleave of absence or laid off and maintaining his name on the Employer'sseniority or recall list, the sum of Five Thousand and no/100s ($5,000.00)Dollars shall be paid in a single lump sum payment to the Participant'sBeneficiary designated in accordance with Section 2.6 of this Plan. However, if such Participant is married at the time of his death and has beenmarried for the one year period immediately preceding his death, any benefitspayable as a result of Participant's death shall be paid to his spouse unlesshis spouse has consented to the designation of another Beneficiary.  Suchconsent shall be notarized and submitted to the Plan Administrator.

    Section 4.16 - Manner ofElection - Revocation for Joint and Survivor Annuity - Normal Retirement Age. A Participant may make an election not to have his Accrued Benefit paid in theform of a Qualified Joint and Survivor Annuity under Section 4.10 at any timeduring the election period.  The election period shall begin on the datethe Plan Administrator furnishes to the Participant the information requiredunder the third paragraph of this Section 4.16 and shall end on the ninetieth(90th) day before the Trustee commences to pay the Participant hisAccrued Benefit.  If, within 60 days from the date the information wasfurnished as required by the preceding sentence, a Participant makes a requestfor additional information, the election period shall extend, to the extentnecessary, to include the ninety (90) calendar days immediately following thedate the Plan Administrator either mails or personally delivers the requestedadditional information to the Participant.  A Participant may revoke anelection made under this Section 4.16 at any time during the election period,and thereafter may make a new election at any time within the electionperiod.  For waiver elections made after December 31, 1984, aParticipant's spouse (to whom the survivor annuity is payable under theQualified Joint and Survivor Annuity) must consent in writing to the waiverelection, acknowledging the effect of the election and such consent must be witnessedby a Notary Public.

    The Plan Administrator may accept as valid a waiverelection which does not satisfy the spousal consent requirement described aboveif the Plan Administrator establishes the Participant does not have a spouse,the Plan Administrator is not able to locate the Participant's spouse, or othercircumstances exist under which the Secretary of Treasury will excuse theconsent requirement.

    The Plan Administrator shall furnish to each Participantand spouse eligible to receive a normal retirement pension a written generaldescription of the Qualified Joint and Survivor Annuity, the Participant'sright to make, and the effect of an election to waive the Joint and SurvivorAnnuity form of benefit, the rights of the Participant's spouse regarding thewaiver election.  The written description shall include the financialeffect upon the Participant's normal retirement pension (in terms of dollarsper pension payment) of making an election not to receive payment in the formof a Qualified Joint and Survivor Annuity.  The Plan Administrator eithershall mail or personally deliver the written description at such time to ensureits receipt by the Participant on or about the earlier of:

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(a)      Thedate nine (9) months prior to the Participant's attaining Normal RetirementAge; or

(b)      Thelater of the date one hundred eighty (180) days prior to the Participant'ssatisfying the requirements for an early commencement of benefits under Section4.5 or the date the Participant commences participation in the Plan.

    The Plan Administrator shall provide and prescribe theform for a Participant's written election and the spouse's consent under thisSection 4.16.  The election form shall state clearly that the Participantis electing to receive all of his Accrued Benefit under the Plan in a formother than a Qualified Joint and Survivor Annuity.  An election, orrevocation of an election, is effective as of the date filed with the PlanAdministrator.

ARTICLEV

PLANFINANCING

    Section 5.1 - Contributions. Nocontributions shall be required or permitted under the Plan from anyParticipant.  The Company and any participating Employer shall makecontributions in such amounts and at such times as determined by the Company inaccordance with a funding method and policy to be established by said Companywhich will be consistent with the minimum funding standards of ERISA. Forfeitures arising under this Plan, shall be applied to reduce the cost of thePlan, not to increase the benefits otherwise payable to Participants.

    Section 5.2 - RetirementFund.  All contributions made by the Company or a participatingEmployer under this Plan shall be paid to the Investment Manager, or if thereis no Investment Manager, then to the corporate agent, or if there is nocorporate agent, then to the Trustees and deposited in the RetirementFund.  All assets of the Retirement Fund, including investment income,shall be retained for the exclusive benefit of Participants and theirbeneficiaries, shall be used to pay benefits to such persons or to payadministrative expenses to the extent not paid by the Company, and shall notrevert or inure to the benefit of the Company.

    Notwithstanding anythingherein to the contrary, upon the request of the Company or a participatingEmployer, a contribution which was conditioned upon qualification of the Planor any amendment thereof under Section 401(a) of the Internal Revenue Codeshall be returned to the Company or participating Employer within one yearafter the denial of the qualification.

ARTICLEVI

ACTUARY

    Section 6.1 - Appointmentand Duties.  The Company shall appoint an individual or a corporationor a firm with at least one individual who is qualified or experienced in performing actuarial services in the valuation, funding and administration ofretirement, pension, or annuity plans and who is an enrolled Actuary asprovided under ERISA to serve as the Actuary to perform the services set forthherein and to perform such additional services  with respect thereto asmay be conferred by the Company and as are consistent with the provisions ofthe Plan.  All determinations of Actuarial Equivalent values permitted orrequired to be made under the Plan or otherwise shall be made only inaccordance with the advice of the Actuary, and the rules, regulations, andtables relating thereto shall become effective only with the approval of theActuary.

    Section 6.2 - Successors. The Company shall have the right at any time to remove the Actuary then acting,to appoint a successor or successors, and to fill vacancies in the office ofthe Actuary.

ARTICLEVII

ADMINISTRATION

    Section 7.1 - Allocation ofResponsibility Among Fiduciaries for Plan and Retirement Fund Administration. The Fiduciaries shall have only those specified powers, duties,responsibilities and obligations as are specifically given to them under thisPlan or the Retirement Fund.  In general, the Company and anyparticipating Employers shall have the sole responsibility for making thecontributions necessary to provide benefits under the Plan as specified inArticle VII.

    The Trustees shall have thesole responsibility for the administration of the Plan and Retirement Fund andthe management of the assets held under the Retirement Fund, all asspecifically provided in the Retirement Fund.  Each Fiduciary warrantsthat any directions given, information furnished, or action taken by it shallbe in accordance with the provisions of the Plan or the Retirement Fund, as thecase may be, authorizing or providing for such direction, information oraction.

    Furthermore, each Fiduciarymay rely upon any such direction, information or action of another Fiduciary asbeing proper under this Plan or the Retirement Fund, and is not required underthis Plan or the Retirement Fund to inquire into the propriety of any suchdirection, information or action.  It is intended under this Plan and theRetirement Fund  that each Fiduciary shall be responsible for the properexercise of its own powers, duties, responsibilities and obligations under thisPlan and the Retirement Fund and shall not be responsible for any act orfailure to act of another Fiduciary.  No Fiduciary guarantees theRetirement Fund in any manner against investment loss or depreciation in assetvalue.

    Section 7.2 - Facility ofPayment.  Whenever, in the Trustees' opinion, a person entitled toreceive any payment of a benefit or installment thereof hereunder is under alegal disability or is incapacitated in any way so as to be unable to managehis financial affairs, the Trustees may direct payments to such person or tohis legal representative or to a relative or friend of such person for hisbenefit, or the Trustees may apply the payment for the benefit of such personin such manner as the Trustees consider advisable.  Any payment of abenefit or installment thereof in accordance with the provisions of thisSection shall be a complete discharge of any liability for the making of suchpayment under the provisions of the Plan.

    Section 7.3 - DiscretionaryAuthority.  The Plan Administrator appointed by the Trustees pursuantto this document shall have the discretion and authority to make all decisionsnecessary and useful to interpret and administer this Plan.  Decisions ofthe Plan Administrator shall be final and binding.  The Plan Administratorshall have the power to delegate any and all responsibility for administeringthe Plan.  However, such delegation shall not relieve the PlanAdministrators of its responsibilities under this Plan.

ARTICLEVIII

MISCELLANEOUS

    Section 8.1 - Non-Guaranteeof Employment.  Nothing contained in this Plan shall be construed as acontract of employment between the Company or the Employer and any EligibleEmployee, or as a right of any Eligible Employee to be continued in the employmentof the Company or the Employer, or as a limitation of the right of the Companyof the Employer to discharge any of its employees, with or without cause.

    Section 8.2 - Rights toRetirement Fund Assets.  No Eligible Employee shall have any right to,or interest in, any assets of the Retirement Fund upon Termination ofEmployment or otherwise, except as provided from time to time under this Plan,and then only to the extent of the benefits payable under the Plan to suchemployee out of the assets of the Retirement Fund.  In case of terminationor partial termination of this Plan, the rights of all affected Participants totheir Accrued Benefit to the extent funded as of the date of such terminationor partial termination, shall be nonforfeitable.  Except as otherwise maybe provided under Title IV of ERISA, all payments of benefits as provided forin this Plan shall be made solely out of the assets of the Retirement Fund andnone of the Fiduciaries shall be liable therefor in any manner.

    Section 8.3 - Non-Alienationof Benefits.  Subject to Section 8.4, benefits payable under this Planshall not be subject in any manner to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance, charge, garnishment, execution or levy of anykind, either voluntary or involuntary, including any such liability which isfor alimony or other payments for the support of a spouse or former spouse orfor any other relative of the Participant, prior to actually being received bythe person entitled to the benefit under the terms of the Plan; and any attemptto anticipate, alienate, sell, transfer, assign, pledge, encumber, charge orotherwise dispose of any right to benefits payable hereunder, shall bevoid.  The Retirement Fund shall not in any manner be liable for, orsubject to, the debts, contracts, liabilities, engagements or torts of anyperson entitled to benefits hereunder.

    Section 8.4 - DistributionsUnder Domestic Relations Orders.  Nothing contained in this Plan shallprevent the Trustees and the Plan Administrator from complying with theprovisions of a qualified domestic relations order (as defined in Code§414(p)).

    The Plan Administrator shallestablish reasonable procedures to determine the qualified status of a domesticrelations order.  Upon receiving a domestic relations order, the PlanAdministrator promptly shall notify the Participant and any alternate payeenamed in the order, in writing, of the receipt of the order and the Plan'sprocedures for determining the qualified status of the order.  Within areasonable period of time after receiving the domestic relations order, thePlan Administrator shall determine the qualified status of the order and shallnotify the Participant and each alternate payee, in writing, of its determination. The Plan Administrator shall provide notice under this paragraph by mailing tothe individual's address specified in the domestic relations order, or in amanner consistent with Department of Labor regulations.  The PlanAdministrator may treat as qualified any domestic relations order entered priorto January 1, 1985, irrespective of whether it satisfies all the requirementsdescribed in Code §414(p).

    If any portion of theParticipant's nonforfeitable Accrued Benefit is payable during the period thePlan Administrator is making its determination of the qualified status of thedomestic relations order, the Trustees shall segregate the amounts payable in aseparate account and invest the segregated account solely in fixed incomeinvestments.  If the Plan Administrator determines the order is aqualified domestic relations order within eighteen (18) months of receiving theorder, the Trustees shall distribute the segregated account in accordance withthe order.  If the Plan Administrator does not make its determination ofthe qualified status of the order within eighteen (18) months after receivingthe order, the Trustees shall distribute the segregated account in the mannerthe Plan would distribute if the order did not exist and shall apply the orderprospectively if the Plan Administrator later determines the order is aqualified domestic relations order.

    The Trustees shall make anypayments or distributions required under this Section 8.4 by separate benefitchecks or other separate distribution to the alternate payee(s).

ARTICLEIX

AMENDMENTS

    Section 9.1 - Amendment. The Trustees may amend or modify this Plan at any time provided no amendmentshall be adopted which alters the basic purpose of this Plan or the RetirementFund; conflicts with the terms of any Collective Bargaining Agreement or withany applicable law; causes the use or diversion of any part of the RetirementFund for purposes other than those authorized herein; increases the burdens orobligations of the Company or causes a reversion of any of the assets of theRetirement Fund to the Company or to the Union.  Furthermore, the Trusteesand Plan Administrator shall neither enact nor apply any amendment to the Planto reduce a Participant's Accrued Benefit immediately before the effective dateof the amendment, except to the extent permitted under Code §412(c)(8). An amendment adopted after July 30, 1984, decreases a Participant's AccruedBenefit determined immediately prior to the adoption date if the amendment hasthe effect of either (1) eliminating or reducing an early retirement benefit ora retirement-type subsidy (as defined in Treasury regulations), or (2) exceptas provided by Treasury regulations, eliminating an optional form ofbenefit.  The Plan Administrator shall disregard an amendment described inthe immediately preceding sentence to the extent application of the amendmentwould decrease the Participant's Accrued Benefit determined immediately priorto the adoption date of the amendment.

ARTICLEX

SUCCESSORCOMPANY AND MERGER OR CONSOLIDATION OF PLANS

    Section 10.1 - SuccessorCompany.  In the event of the dissolution, merger, consolidation orreorganization of the Company, provision may be made by which the Plan andRetirement Fund will be continued by the successor; and, in that event, suchsuccessor shall be substituted for the Company under the Plan.  Thesubstitution of the successor shall constitute an assumption of PlanLiabilities by the successor and the successor shall have all the powers,duties, and responsibilities of the Company under the Plan.

    Section 10.2 - Plan Assets. In the event of any merger or consolidation of the Plan with, or transfer inwhole or in part of the assets and liabilities of the Retirement Fund toanother Trust Fund held under, any other plan of deferred compensationmaintained or to be established for the benefit of all or some of theParticipants of this Plan, the assets of the Retirement Fund applicable to suchParticipants shall be transferred to the other Retirement Fund only if:

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(a)      eachParticipant would (if either this Plan or the other plan then terminated)receive a benefit immediately after the merger, consolidation or transfer whichis equal to or greater than the benefit he would have been entitled to receive immediatelybefore the merger, consolidation or transfer (if this Plan had thenterminated);

(b)      resolutionsof the Board of Directors of the Company under this Plan, and of any new orsuccessor company of the affected Participants, shall authorize such transferof assets; and, in the case of the new or successor company of the affectedParticipants, its resolutions shall include an assumption of liabilities withrespect to such Participants' inclusion in the new company's plan; and

(c)      suchother plan and trust are qualified under Sections 401(a) and 501(a) of theInternal Revenue Code.

ARTICLEXI

TOPHEAVY PROVISIONS

    Section 11.1 - Top HeavyPlan Requirements.  With respect to any portion of this Plan whichcovers Participants who are not covered by the Collective Bargaining Agreement("Non-Bargaining Unit Participants"), for any Top Heavy Plan Year,the Plan shall provide the special vesting requirements of Code Section 416(b)pursuant to Section 11.3 of the Plan and the special minimum benefitrequirements of Code Section 416(c) pursuant to Section 11.4 of the Plan.

    Section 11.2 - Determinationof Top Heavy Status.

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(a)      Theportion of this Plan benefitting the Non-Bargaining Unit Participants shall bea Top Heavy Plan for any Plan Year commencing after December 31, 1982 in which,as of the Determination Date, (1) the Present Value of Accrued Benefits of KeyEmployees and (2) the sum of the Aggregate Accounts of Key Employees under thisPlan and all plans of an Aggregation Group, exceeds sixty percent (60%) of thePresent Value of Accrued Benefits and the Aggregate Accounts of all Key andNon-Key Employees under this Plan and all plans of an Aggregation Group.

    If anyParticipant is a Non-Key Employee for any Plan Year, but such Participant was aKey Employee for any prior Plan Year, such Participant's Present Value ofAccrued Benefit and/or Aggregate Account balance shall not be taken intoaccount for purposes of determining whether this Plan is a Top Heavy or SuperTop Heavy Plan (or whether any Aggregation Group which includes this Plan is aTop  Heavy Group).  In addition, for Plan Years beginning afterDecember 31, 1984, if a Participant or Former Participant has not performed anyservices for any Employer maintaining the Plan at any time during the five yearperiod ending on the Determination Date, any accrued benefit for suchParticipant or Former Participant shall not be taken into account for thepurposes of determining whether this Plan is a Top Heavy or Super Top HeavyPlan.

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(b)      ThisPlan shall be a Super Top Heavy Plan for any Plan Year commencing afterDecember 31, 1983 in which, as of the Determination Date, (1) the Present Valueof Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accountsof Key Employees under this Plan and all plans of an Aggregation Group, exceedsninety percent (90%) of the Present value of Accrued Benefits and the AggregateAccounts of all Key and Non-Key Employees under this Plan and all plans of anAggregation Group.

(c)      AggregateAccount: A Participant's Aggregate Account as of the Determination Date shallbe determined under applicable provisions of the defined contribution plan usedin determining Top Heavy Plan status.

(d)      "AggregationGroup" means either a Required Aggregation Group or a PermissiveAggregation Group as hereinafter determined.

(1)      RequiredAggregation Group: In determining a Required Aggregation Group hereunder, eachplan of the Employer in which a Key Employee is a participant in the Plan Yearcontaining the Determination Date or any of the four preceding Plan years, andeach other plan of the Employer which enables any plan in which a Key Employeeparticipates to meet the requirements of Code Sections 401(a)(4) or 410, willbe required to be aggregated.  Such group shall be known as a RequiredAggregation Group.

In the case of a Required Aggregation Group, eachplan in the group will be considered a Top Heavy Plan if the RequiredAggregation Group is a Top Heavy Group.  No plan in the Required AggregationGroup will be considered a Top Heavy Plan if the Required Aggregation Group isnot a Top Heavy Group.

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(2)      PermissiveAggregation Group: The Employer may also include any other plan not required tobe included in the Required Aggregation Group, provided the resulting group,taken as a whole, would continue to satisfy the provisions of Code Sections401(a)(4) and 410.  Such group shall be known as a Permissive AggregationGroup.

In the case of a Permissive Aggregation Group,only a plan that is part of the Required Aggregation Group will be considered aTop Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a TopHeavy Plan if the Permissive Aggregation Group is not a Top Heavy Group.

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(3)      Onlythose plans of the Employer in which the Determination Dates fall within thesame calendar year shall be aggregated in order to determine whether such plansare Top Heavy Plans.

(4)      AnAggregation Group shall include any terminated plan of the Employer if it wasmaintained within the last five (5) years ending on the Determination Date.

(e)      "DeterminationDate" means (a) the last day of the preceding Plan Year, or (b) in thecase of the first Plan Year, the last day of such Plan Year.

(f)       "PresentValue of Accrued Benefit:" In the case of a defined benefit plan, aParticipant's Present Value of Accrued Benefit shall be determined:

(1)      Inthe case of a Participant other than a Key Employee, using the single accrualmethod used for all plans of the Employer and Affiliated Employers, or if nosuch single method exists, using a method which results in benefits accruingnot more rapidly than the slowest accrual rate permitted under Code Section411(b)(1)(C).

(2)      Asof the most recent "accrual valuation date", which is the most recentvaluation date within a twelve (12) month period ending on the DeterminationDate.

(3)      Forthe first Plan Year, as if (a) the Participant terminated service as of theDetermination Date; or (b) the Participant terminated service as of theactuarial valuation date, but taking into account the estimated AccruedBenefits as of the Determination Date.

(4)      Forthe second Plan Year, the Accrued Benefit taken into account for a currentparticipant must not be less than the Accrued Benefit taken into account forthe first Plan Year unless the difference is attributable to using an estimateof the Accrued Benefit as of the Determination Date for the first Plan year andusing the actual Accrued Benefit for the second Plan Year.

(5)      Forany other Plan Year, as if the Participant terminated service as of theactuarial valuation date.

(6)      Theactuarial valuation date must be the same date used for computing the definedbenefit plan minimum funding costs, regardless of whether a valuation isperformed that Plan Year.

(g)      Thecalculation of a Participant's Present Value of Accrued Benefit as of aDetermination Date shall be the sum of:

(1)      ThePresent Value of Accrued Benefit using the actuarial assumptions of Section2.4, which assumptions shall be identical for all defined benefit plans beingtested for Top Heavy Plan status.

(2)      AnyPlan distributions made within the Plan Year that includes the Determination Dateor within the four (4) preceding Plan Years.  However, in the case ofdistributions made after the valuation date and prior to the DeterminationDate, such distributions are not included as distributions for top heavypurposes to the extent that such distributions are already included in theParticipant's Present Value of Accrued Benefit as of the valuation date. Notwithstanding anything herein to the contrary, all distributions, includingdistributions made prior to January 1, 1984, and distributions under aterminated plan which if it had not been terminated would have been required tobe included in an Aggregation Group, will be counted.  Further, benefitspaid on account of death, to the extent such benefits do not exceed the PresentValue of Accrued Benefits existing immediately prior to death, shall be treatedas distributions for the purposes of this paragraph.

(3)      AnyEmployee contributions, whether voluntary or mandatory.  However, amountsattributable to tax deductible Qualified Voluntary Employee Contributions shallnot be considered to be a part of the Participant's Present Value of AccruedBenefit.

(4)      Withrespect to unrelated rollovers and plan-to-plan transfers (ones which are bothinitiated by the Employee and made from a plan maintained by one employer to aplan maintained by another employer), if this Plan provides the rollovers orplan-to-plan transfers, it shall always consider such rollovers or plan-to-plantransfers as a distribution for the purposes of this Section.  If thisPlan is the plan accepting such rollovers or plan-to-plan transfers, it shallnot consider such rollovers or plan-to-plan transfers accepted after December31, 1983, as part of the Participant's Present Value of Accrued Benefit. However, rollovers or plan-to-plan transfers accepted prior to January 1, 1984,shall be considered as part of the Participant's Present Value of AccruedBenefit.

(5)      Withrespect to related rollovers and plan-to-plan transfers (ones either notinitiated by the Employee or made to a plan maintained by the same employer),if this Plan provides the rollovers or plan-to-plan transfers, it shall not becounted as a distribution for purposes of this Section.  If this Plan isthe plan accepting such rollovers or plan-to-plan transfers, it shall considersuch rollovers or plan-to-plan transfers as part of the Participant's PresentValue of Accrued Benefit, irrespective of the date on which such rollovers orplan-to-plan transfers are accepted.

(6)      Forthe purposes of determining whether two employers are to be treated as the sameemployer in (4) and (5) above, all employers aggregated under Code Section414(b), (c), (m) or (o) are treated as the same employer.

(h)      "TopHeavy Group" means an Aggregation Group in which, as of the DeterminationDate, the sum of:

(1)      ThePresent Value of Accrued Benefits of Key Employees under all defined benefitplans included in the group, and

(2)      TheAggregate Accounts of Key Employees under all defined contribution plansincluded in the group, exceeds sixty percent (60%) of a similar sum determinedfor all Participants.

(i)       "AggregateAccount" means, with respect to each Participant, the value of allaccounts maintained on behalf of a Participant, whether attributable to Employeror Employee contributions, used to determine Top Heavy Plan status under theprovisions of a defined benefit contribution plan included in any AggregationGroup (as defined in this Plan).

(j)       "KeyEmployee" means an Employee as defined in Code Section 416(i) and theRegulations thereunder.  Generally, any Employee or former Employee (aswell as each of his Beneficiaries) is considered a Key Employee if he, at anytime during the Plan Year that contains the "Determination Date" or anyof the preceding four (4) Plan Years, has been included in one of the followingcategories:

(1)      Anofficer of the Employer (as that term is defined within the meaning of theRegulations under Code Section 416) having annual "415 Compensation"greater than 50 percent of the amount in effect under Code Section 415(b)(1)(A)for any such Plan Year.

(2)      Oneof the ten employees having annual "415 Compensation" from theEmployer for a Plan Year greater than the dollar limitation in effect underCode Section 415(c)(1)(A) for the calendar year in which such Plan Year endsand owning (or considered as owning within the meaning of Code Section 318)both more than one-half percent interest and the largest interests in theEmployer.

(3)      A"five percent owner" of the Employer.  "Five percentowner" means any person who owns (or is considered as owning within themeaning of Code Section 318) more than five percent (5%) of the outstandingstock of the Employer or stock possessing more than five percent (5%) of thetotal combined voting power of all stock of the Employer or, in the case of anyunincorporated business, any person who owns more than five percent (5%) of thecapital or profits interest in the Employer.  In determining percentageownership hereunder, employers that would otherwise be aggregated under CodeSections 414(b), (c), (m) and (o) shall be treated as separate employers.

(4)      A"one percent owner" of the Employer having an annual "415Compensation" from the Employer of more than $150,000.  "Onepercent owner" means any person who owns (or is considered as owningwithin the meaning of Code Section 318) more than one percent (1%) of theoutstanding stock of the Employer or stock possessing more than one percent(1%) of the total combined voting power of all stock of the Employer or, in thecase of an unincorporated business, any person who owns more than one percent(1%) of the capital or profits interest in the Employer.  In determiningpercentage ownership hereunder, employers that would otherwise be aggregatedunder Code Sections 414(b), (c), (m) and (o) shall be treated as separateemployers.  However, in determining whether an individual has "415Compensation" of more than $150,000, "415 Compensation" fromeach employer required to be aggregated under Code Sections 414(b), (c), (m)and (o) shall be taken into account.

For purposes of this Section, the determinationof "415 Compensation" shall be made by including amounts that wouldotherwise be excluded from a Participant's gross income by reason of theapplication of Code Sections 125, 402(a)(8), 402(h)(1)(B) and, in the case ofEmployer contributions made pursuant to a salary reduction agreement, byincluding amounts that would otherwise be excluded from a Participant's grossincome by reason of the application of Code Section 403(b).

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(k)      "Non-KeyEmployee" means any Employee or former Employee (and his Beneficiaries)who is not a Key Employee.

(l)       "SuperTop Heavy Plan" means a plan described in Section 11.2.

(m)     "TopHeavy Plan" means a plan described in Section 11.2.

(n)      "TopHeavy Plan Year" means a Plan Year commencing after December 31, 1983during which a portion of the Plan is a Top Heavy Plan.

    Section 11.3 - Vesting if aPortion of the Plan Becomes Top Heavy.

    Notwithstanding the vestingotherwise provided for in the Plan for any Top Heavy Plan Year, the Vestedportion of the Accrued Benefit of any Non-Bargaining Unit Participant who hasan Hour of Service after the Plan becomes top heavy shall be a percentage ofsuch Participant's number of years of Service according to the followingschedule:

Vesting Schedule

Years ofService                    Percentage

 0-2                                         0%

      3                                     100%

    If in any subsequent PlanYear, the portion of the Plan benefiting Non-Bargaining Unit Participantsceases to be a Top Heavy Plan, the Administrator shall revert to the vestingschedule in effect before this Plan became a Top Heavy Plan.  Any suchreversion shall be treated as a Plan amendment pursuant to the terms of thePlan.

    Section 11.4 - MinimumBenefit Requirement If a Portion of the Plan Becomes Top Heavy.

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(a)      Theminimum Accrued Benefit derived from Employer contributions to be providedunder this Section for each Non-Key Employee who is a Non-Bargaining UnitParticipant during a Top Heavy Plan Year shall equal the product of (1)one-twelfth (1/12th) of "415 Compensation" averaged over the five (5)consecutive "limitation years" (or actual number of "limitationyears", if less) which produce the highest average and (2) the lesser of(i) two percent (2%) multiplied by Plan Years of Service or (ii) twenty percent(20%).

(b)      Forpurposes of providing the minimum benefit under Code Section 416, a Non-KeyEmployee who is not a Non-Bargaining Unit Participant solely because (1) hisCompensation is below a stated amount or (2) he declined to make mandatorycontributions to the plan will be considered to be a Participant. Furthermore, such minimum benefit shall be provided regardless of whether suchNon-Key Employee is employed on a specified date.

(c)      Forpurposes of this Section, Plan years of Service for any Plan Year beginningbefore January 1, 1984, or for any Plan Year during which the Plan was not aTop Heavy Plan shall be disregarded.

(d)      Forpurposes of this Section, "415 Compensation" for any "limitationyear" ending in a Plan Year which began prior to January 1,1984,subsequent to the last "limitation year" during which the Plan is aTop Heavy Plan, or in which the Participant failed to complete a Plan Year ofService, shall be disregarded.

(e)      Forthe purposes of this Section, "415 Compensation" shall be limited to$200,000 (unless adjusted in such manner as permitted under Code Section415(d)).  However, for Plan Years beginning prior to January 1, 1989, the$200,000 limit shall apply only for Top Heavy Plan Years and shall not beadjusted.

(f)       Ifthe Plan provides for the Normal Retirement Benefit to be paid in a form otherthan a single life annuity, the Accrued Benefit under this Section shall be theActuarial Equivalent of the minimum Accrued Benefit under (a) above pursuant toSection 2.3.

(g)      Ifpayment of the minimum Accrued Benefit commences at a date other than NormalRetirement Date, the minimum Accrued Benefit shall be the Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal Retirement Datepursuant to Section 2.3.

(h)      Tothe extent required to be nonforfeitable under this Plan, the minimum AccruedBenefit under this Section may not be forfeited under Code Section 411(a)(3)(B)or Code Section 411(a)(3)(D).

ARTICLEXII

RESTRICTIONSON BENEFITS PAYABLE TO HIGHLY

COMPENSATEDPARTICIPANTS

    Section 12.1 - IRSLimitations.  This Article sets forth limitations required by theInternal Revenue Service on the pension benefits payable to certainParticipants.  It shall apply to a Participant only if his anticipated annualpension exceeds $1,500.00 and the Participant was among the 25 highest paidemployees of the Company on (a) January 1, 1973; or (b) the date of the mostrecent amendment which substantially increased pension benefits (a"Substantive Amendment Date").  The limitations set forth inthis Article shall become applicable if:

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(a)      ThePlan is terminated within ten years after January 1, 1973 (or a SubstantiveAmendment Date, if applicable);

(b)      ThePension of a Participant becomes payable within such ten year period, or

(c)      ThePension of a Participant becomes payable after such ten year period and thefull current costs for the ten year period have not been funded.

    If subparagraph (b) above isapplicable, the restrictions shall remain in effect until the later of theexpiration of the ten year period or the date on which the full current costshave been funded.

    If a Participant is subject tothe provisions of this Article, the Pension payable to him shall not exceed thePension which can be provided from the greatest of the following:

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(a)      TheCompany's contributions (or funds attributable thereto) which would have beenapplied to provide benefits for the Participant if the Plan had not beenamended on the Substantive Amendment Date and had not continued without change;

(b)      $20,000.00;or

(c)      Thesum of (1) the Company's contributions (or funds attributable thereto) whichwould have been applied to provide benefits for the Participant if the Plan hadbeen terminated on the day before the Substantive Amendment Date (ifapplicable) and (2) an amount computed by multiplying the number of years forwhich the current costs of the Plan have been met after January 1, 1973 (or theSubstantive Amendment Date, if applicable), by 20% of the first $50,000.00 ofthe Participant's average annual compensation during his last 5 years ofemployment.

    The limitations describedabove may be exceeded for the purposes of making current benefit payments toretired Participants who would otherwise be subject to such restrictions,provided that (a) the contributions which may be used for any such retiredParticipant in accordance with the restrictions heretofore indicated areapplied to provide either a level amount of pension in the basic form ofbenefit provided for under the Plan for such Participant, or a level amount ofpension in an optional form of benefit not greater in amount than the levelamount of Pension under the basic form of benefit, and (b) the pension thusprovided is supplemented by monthly payments to the extent necessary to providethe full pension in the basic form called for by the Plan, and (c) suchsupplemental payments are made only if the full current costs of the Plan havebeen met or if the aggregate of such supplemental payments for all such retiredParticipants does not exceed the aggregate Company contributions already madeunder the Plan in the year then current.

    The limitations in thisArticle shall automatically become inoperative and of no effect upon a rulingby the Internal Revenue Service that they are not required.

ARTICLEXIII

PLANTERMINATION

    Section 13.1 - Right toTerminate.  In accordance with the procedures set forth in thisArticle, the Company and the Union have the right to terminate the Plan at anytime.  In the event of the dissolution, merger, consolidation orreorganization of the Company, the Plan shall terminate and the Retirement Fundshall be liquidated unless the Plan is continued by a successor to the Companyin accordance with Section 10.1.  Subject to applicable requirements, ifany, of ERISA governing termination of "Employee Pension BenefitPlans," the Trustees shall liquidate the Retirement Fund in accordancewith the provisions of this Article.

    Section 13.2 - PartialTermination.  Upon termination of the Plan with respect to a group ofParticipants which constitutes a partial termination of the Plan, the Trusteesshall allocate for the benefit of the Eligible Employees then or theretoforeemployed by the Employer with respect to which the Plan is being terminated theproportionate interest of such Participants in the Retirement Fund in themanner and the order set forth in Section 4044 of ERISA.  The Actuaryshall make this determination on the basis of the contributions made by theCompany, the provisions of this Article, and such other considerations as theActuary deems appropriate.  The Fiduciaries shall have no responsibilitywith respect to the determination of any such proportionate interest.

    Section 13.3 - Liquidationof Retirement Fund.  Upon termination of the Plan, or upon terminationof employment of a group of Participants constituting a partial termination ofthe Plan, each such Participant's Accrued Benefit, based on his Accrual Serviceprior to the date of termination shall become fully vested and nonforfeitableto the extent funded.  Upon complete termination of the Plan, the assetsof the Retirement Fund shall be liquidated (after provision is made for theexpenses of liquidation), subject to the requirements of PBGC by the payment orprovision for the payment of benefits in the following order of preference:

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(a)      CertainBenefits Payable Three Years Prior to Termination: The available assets ofthe Retirement Fund shall first be allocated to provide pensions that becamepayable three or more years before the effective date of Plan termination, orthat could have become payable at the beginning of such three year period hadthe Participant not deferred the commencement of his Pension by failing toelect earlier commencement, or that could have become payable had aParticipant's retirement occurred immediately prior to the beginning of suchthree year period, provided that:

(i)       Theportion of the pension payable to a Participant or the beneficiary of a Participant(or that could have been payable) shall be based on the provisions of the Planin effect five years prior to the effective date of Plan termination; and forthis purpose, the first Plan Year in which an amendment became effective, orwas adopted, if later, shall constitute the first year an amendment was ineffect; and further provided that:

(ii)      Ifthe pension payable under the Plan had been reduced, either by amendment or dueto the form in which the pension is being paid, during the three year periodending on the effective date of Plan termination, then the lowest benefit inpay status during such three year period shall be considered the benefit in paystatus for purposes of this category (a).

(b)      OtherBenefits Eligible for Termination Insurance: To the extent that the amountof a pension has not been provided in the foregoing category (a), the remainingassets shall be allocated to provide any pension provided under the Plan for aParticipant whose employment terminated prior to the effective date of Plantermination, or any immediate or deferred pension that would have been payableto or on behalf of a Participant had his employment terminated for a reasonother than death on the effective date of Plan termination, provided that theamount of a pension to be provided under this category (b) shall be determinedas follows:

(i)       Theportion of the pension payable to a Participant or the beneficiary of aParticipant (or that could have been payable) based on the provisions of thePlan in effect five years prior to the effect date of Plan termination; and forthis purpose, the first Plan Year in which an amendment became effective, orwas adopted, if later, shall constitute the first year an amendment was ineffect; plus

(ii)      Theportion of the pension payable to a Participant or the beneficiary of aParticipant which would have been included in (i) above had the Plan or a Planamendment been in effect five years prior to the effective date of Plantermination, determined as follows: 20% for each Plan Year (less than five)that the Plan or an amendment thereto was in effect, multiplied by the amountthat would have been included under subparagraph (1) for such Participant orbeneficiary had the Plan or the  amendment been in effect for five PlanYears as of the effective date of Plan termination;

(iii)     Nobenefit payable under this category (b) to a Participant or beneficiary shallexceed an amount with an actuarial value of a monthly benefit in the form of alife only annuity commencing at age 65 equal to $750.00 multiplied by afraction, the numerator of which is the contribution and benefit basedetermined under Section 230 of the Social Security Act in effect at theeffective date of Plan termination and the denominator of which is suchcontribution and benefit base in effect in calendar year 1974.

(c)      OtherVested Benefits: To the extent that the amount of a pension has not beenprovided in the foregoing categories (a) and (b), the remaining assets in theRetirement Fund shall be allocated to provide the benefit payable under thePlan to or on behalf of a Participant whose employment terminated prior to theeffective date of Plan termination, or that would have been payable to or onbehalf of a Participant had his employment terminated for a reason other thandeath on the effective date of Plan termination, in the following order ofpreference:

(i)       toany Participant who had retired under Section 4.1 prior to the effective dateof Plan termination or who was eligible to retire under said Section on theeffective date of Plan termination;

(ii)      toany Participant who had retired under Section 4.3 prior to the effective dateof Plan termination or who was eligible to retire under said Section on theeffective date of Plan termination; or

(iii)     toany Participant whose employment had terminated with entitlement to a deferredvested pension under Section 4.4 prior to the effective date of Plantermination or who would have been eligible for a deferred vested pension undersaid Section had his employment terminated on the effective date of Plantermination.

(d)      OtherBenefits: To the extent that the amount of pension has not been provided inthe foregoing categories (a), (b) and (c), the remaining assets shall beallocated to provide the benefit accrued under the Plan, without regard to thesatisfaction of the vesting requirements of this Plan, with respect to eachParticipant whose employment had not terminated as of the effective date ofPlan termination, according to the respective actuarial value of each suchParticipant's Accrued Benefit.

    If the assets of theRetirement Fund applicable to any of the above categories are insufficient toprovide full benefits for all persons in such group, the benefits otherwisepayable to such persons shall be reduced proportionately.  The Actuaryshall calculate the allocation of the assets of the Retirement Fund inaccordance with the above priority categories, and certify his calculations tothe Fiduciaries.  No liquidation of assets and payment of benefits (orprovision therefor) shall actually be made by the Trustee until after it isadvised by the Company in writing that applicable requirements, if any, ofERISA governing termination of "Employee Pension Benefit Plans" havebeen, or are being complied with or that appropriate authorizations, waivers,exemptions or variances have been, or are being, obtained.

    Section 13.4 - Manner ofDistribution.  Subject to the foregoing provisions of Article XIII andapplicable PBGC rules, any distribution after termination of the Plan may bemade, in whole or in part, to the extent that no discrimination in valueresults, in cash, in securities or other assets in kind, or in non-transferableannuity contracts, as the Trustees, in their discretion, shall determine.

    Section 13.5 - ResidualAmounts.  In no event shall the Company or any participating Employerreceive any amounts from the Retirement Fund upon termination of thePlan.  After satisfaction of all liabilities of the Plan, any amountswhich remain shall be distributed to Participants according to the followingformula: To each Participant, a fraction of the Retirement Fund's residualassets equal to the fraction attained when the numerator is the Participant'stotal Years of Accrual Service and the denominator is the total years ofAccrual Service for all Participants in the Plan.

ARTICLEXIV

CONSTRUCTION

    Section 14.1 - Construction. The masculine gender, where appearing in the Plan, shall be deemed to includethe feminine gender, and the singular may include the plural, unless thecontext clearly indicates to the contrary.  The words "hereof","herein", "hereunder", and other similar compounds of theword "here" shall mean and refer to the entire Plan, not to any particularprovision or Section.

    Section 14.2 - Authority ofTrustees: In discharging the duties assigned to them under this Plan, theTrustees and, to the extent authority has been delegated to the PlanAdministrator and his or her delegates, all of such persons and his or herdelegates have the discretion and final authority to interpret and construe theterms of the Plan; to determine coverage and eligibility for benefits under thePlan; and to make all other determinations deemed necessary or advisable forthe discharge of their duties or the administration of the Plan.  Thediscretionary authority of the Trustees, the Plan Administrator and theirrespective delegates is final, absolute, conclusive and exclusive, and bindsall parties so long as it is exercised in good faith.  It is specificallyintended that judicial review of any decision of the Trustees, the PlanAdministrator or their delegates be limited to the arbitrary and capriciousstandard of review.

GRAPHIC COMMUNICATIONS                          BMCINDUSTRIES, INC.

INTERNATIONAL UNION,TWIN                        

CITIES LOCAL 6A

By: /s/C. DavidJara                                                    By:/s/Brad Carlson 

UNIONTRUSTEES:                                                 COMPANYTRUSTEES:

/s/C. DavidJara                                                           /s/WesleyS. Cohen

/s/Brian C.Moser                                                        /s/Dennis Malecek

/s/Richard W.Pruden                                                  /s/BradCarlson

/s/Donald F.Schuldt                                                   /s/Cynthia Wingert

 

Dated as of this 18th day of June, 2002.