exhibit1010-regalbeloita






4841-1404-2944.2  REGAL BELOIT AMERICA, INC. PENSION PLAN  As Amended and Restated Effective January 1, 2017  





 






i  4841-1404-2944.2  REGAL BELOIT AMERICA, INC. PENSION PLAN  Page  REGAL BELOIT AMERICA, INC. PENSION PLAN ................................................................. 1  ARTICLE I. DEFINED TERMS .................................................................................................... 3  Section 1.01. Defined Terms .............................................................................................3  Section 1.02. Construction .................................................................................................5  ARTICLE II. PARTICIPATION AND CALCULATION OF BENEFITS ................................... 6  Section 2.01. In General.....................................................................................................6  Section 2.02. Leased Employees .......................................................................................6  Section 2.03. Benefits Payable from Another Plan or Multiple Parts of this Plan ............6  Section 2.04. USERRA Leaves of Absence ......................................................................7  ARTICLE III. PAYMENT OF BENEFITS.................................................................................... 8  Section 3.01. Normal Payment Forms ...............................................................................8  Section 3.02. Optional Payment Forms .............................................................................8  Section 3.03. Commencement and Termination of Benefits ...........................................10  Section 3.04. Retroactive Annuity Starting Dates ...........................................................12  Section 3.05. Death Benefits ............................................................................................13  Section 3.06. Payment of Small Amounts and Service Cancellation Rules ....................13  Section 3.07. Reemployment After Retirement ...............................................................14  Section 3.08. Continued Employment or Re-Employment after Normal  Retirement Date .........................................................................................14  Section 3.09. Direct Rollovers .........................................................................................15  Section 3.10. Required Minimum Distributions ..............................................................16  Section 3.11. 2014 Lump Sum Window Program ...........................................................20  Section 3.12. 2016 Lump Sum Window Program ...........................................................23  ARTICLE IV. ADMINISTRATION ............................................................................................ 28  Section 4.01. Administrator .............................................................................................28  Section 4.02. Responsibility and Authority of the Administrator ...................................28  Section 4.03. Procedure ...................................................................................................28  Section 4.04. Delegation of Duties and Responsibilities .................................................28  Section 4.05. Use of Professional Services ......................................................................29  Section 4.06. Fees and Expenses .....................................................................................29  Section 4.07. Claims Procedure .......................................................................................29  Section 4.08. Communications ........................................................................................31  Section 4.09. Agent for Service of Process......................................................................31  ARTICLE V. CONTRIBUTIONS AND FUNDING POLICY ................................................... 32  Section 5.01. Company Contribution...............................................................................32  Section 5.02. Funding Policy ...........................................................................................32  Section 5.03. Exclusive Benefit .......................................................................................32  





 






ii  4841-1404-2944.2  ARTICLE VI. AMENDMENT AND TERMINATION .............................................................. 33  Section 6.01. Amendment ................................................................................................33  Section 6.02. Termination ................................................................................................33  Section 6.03. Priorities Upon Termination ......................................................................33  Section 6.04. Non-Reversion of Assets ...........................................................................33  ARTICLE VII. GENERAL PROVISIONS .................................................................................. 34  Section 7.01. Participants to Furnish Information ...........................................................34  Section 7.02. Non-Guarantee of Employment or Other Benefits ....................................34  Section 7.03. Responsibility for Co-Fiduciaries ..............................................................34  Section 7.04. Mergers, Consolidations and Transfers of Plan Assets .............................34  Section 7.05. Spendthrift Clause ......................................................................................35  Section 7.06. Restriction on Highly Compensated Participants’ and Former  Participants’ Benefits .................................................................................35  Section 7.07. Maximum Benefit ......................................................................................36  Section 7.08. Successors and Assigns..............................................................................37  Section 7.09. Wisconsin Law Applies .............................................................................37  Section 7.10. Top-Heavy Restrictions .............................................................................37  Section 7.11. Restrictions Related to Plan Funding .........................................................39  Section 7.12. Military Leave Provisions ..........................................................................47  APPENDIX 1 ................................................................................................................................ 49  PART A: SALARIED EMPLOYEES’ PENSION PLAN ........................................................ A-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... A-2  Section 1.01. Format ..................................................................................................... A-2  Section 1.02. Definitions............................................................................................... A-2  ARTICLE II. PARTICIPATION AND SERVICE .................................................................... A-6  Section 2.01. Participation ............................................................................................ A-6  Section 2.02. Vesting Service ....................................................................................... A-6  Section 2.03. Benefit Service ........................................................................................ A-6  Section 2.04. Period of Severance ................................................................................ A-7  Section 2.05. Special Service Rule ............................................................................... A-7  Section 2.06. Transfer Out of Employee Status ............................................................ A-7  Section 2.07. Transfer to Employee Status ................................................................... A-8  Section 2.08. Transfer to Employment with an Affiliate .............................................. A-8  Section 2.09. Termination ............................................................................................. A-8  ARTICLE III. BENEFITS .......................................................................................................... A-9  Section 3.01. Accrued Benefit Formula ........................................................................ A-9  Section 3.02. Normal Retirement Benefit ..................................................................... A-9  Section 3.03. Disability Retirement ............................................................................ A-10  Section 3.04. Early Retirement or Deferred Vested Benefit ....................................... A-10  Section 3.05. Death Benefits ....................................................................................... A-10  Section 3.06. 1981 Retirees ........................................................................................ A-12  





 






iii  4841-1404-2944.2  Section 3.07. Applicable Benefits ............................................................................... A-12  ARTICLE IV. PAYMENT OF BENEFITS ............................................................................. A-13  Section 4.01. Normal Form of Payment ..................................................................... A-13  Section 4.02. Optional Forms of Payment .................................................................. A-13  SCHEDULE A-1 ...................................................................................................................... A-15  SCHEDULE A-2 ...................................................................................................................... A-16  PART B: LEBANON AND WEST PLAINS HOURLY PENSION PLAN ............................. B-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... B-2  Section 1.01. Format ......................................................................................................B-2  Section 1.02. Defined Terms .........................................................................................B-2  ARTICLE II. PARTICIPATION AND SERVICE .................................................................... B-4  Section 2.01. Participation .............................................................................................B-4  Section 2.02. Vesting Service ........................................................................................B-4  Section 2.03. Benefit Service .........................................................................................B-4  Section 2.04. Break in Service .......................................................................................B-5  ARTICLE III. BENEFITS .......................................................................................................... B-6  Section 3.01. Normal Retirement Benefit ......................................................................B-6  Section 3.02. Early Retirement Benefit .........................................................................B-7  Section 3.03. Deferred Vested Benefit ..........................................................................B-7  Section 3.04. Spouse’s Death Benefit ............................................................................B-7  Section 3.05. Applicable Benefit Rate ...........................................................................B-8  PART C: RBC MANUFACTURING CORPORATION WAUSAU  HOURLY  PENSION PLAN ............................................................................................................ C-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... C-2  Section 1.01. Format ......................................................................................................C-2  Section 1.02. Defined Terms .........................................................................................C-2  ARTICLE II. PARTICIPATION AND SERVICE .................................................................... C-4  Section 2.01. Participation .............................................................................................C-4  Section 2.02. Vesting Service ........................................................................................C-4  Section 2.03. Benefit Service .........................................................................................C-4  Section 2.04. Break in Service .......................................................................................C-6  ARTICLE III. BENEFITS .......................................................................................................... C-7  Section 3.01. Normal Retirement Benefit ......................................................................C-7  Section 3.02. Early Retirement or Deferred Vested Benefit ..........................................C-8  Section 3.03. Spouse’s Death Benefit ............................................................................C-8  Section 3.04. Applicable Benefit Rate ...........................................................................C-9  Section 3.05. Disability Retirement ...............................................................................C-9  





 






iv  4841-1404-2944.2  PART D: RBC MANUFACTURING MARATHON SPECIAL PRODUCTS HOURLY  PENSION PLAN ............................................................................................................ D-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... D-2  Section 1.01. Format ..................................................................................................... D-2  Section 1.02. Defined Terms ........................................................................................ D-2  ARTICLE II. PARTICIPATION AND SERVICE .................................................................... D-4  Section 2.01. Participation ............................................................................................ D-4  Section 2.02. Vesting Service ....................................................................................... D-4  Section 2.03. Benefit Service ........................................................................................ D-4  Section 2.04. Break in Service ...................................................................................... D-5  ARTICLE III. BENEFITS .......................................................................................................... D-6  Section 3.01. Normal Retirement Benefit ..................................................................... D-6  Section 3.02. Early Retirement or Deferred Vested Benefit ......................................... D-7  Section 3.03. Spouse’s Death Benefit ........................................................................... D-7  Section 3.04. Applicable Benefit Rate .......................................................................... D-8  PART E: UNICO, INC. EMPLOYEES’ PENSION PLAN ....................................................... E-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ........................................................ E-2  Section 1.01. Format ...................................................................................................... E-2  Section 1.02. Defined Terms ......................................................................................... E-2  ARTICLE II. ELIGIBILITY AND PARTICIPATION ............................................................... E-7  Section 2.01. Eligible Class of Employees .................................................................... E-7  Section 2.02. Commencement of Participation.............................................................. E-7  Section 2.03. Reemployment ......................................................................................... E-7  ARTICLE III. BENEFITS ........................................................................................................... E-9  Section 3.01. Normal Retirement Benefit ...................................................................... E-9  Section 3.02. Early Retirement or Deferred Vested Retirement Benefit ..................... E-10  ARTICLE IV. PRERETIREMENT DEATH BENEFITS FOR MARRIED  PARTICIPANTS ........................................................................................................... E-11  Section 4.01. Death Benefits for Married Participants ................................................ E-11  Section 4.02. Amount of Surviving Spouse Death Benefit ......................................... E-11  PART F: TIPP CITY PLANT INDUSTRIAL PENSION PLAN .............................................. F-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ........................................................ F-2  Section 1.01. Format ...................................................................................................... F-2  Section 1.02. Definitions................................................................................................ F-2  ARTICLE II. ELIGIBILITY ....................................................................................................... F-7  Section 2.01. Participation ............................................................................................. F-7  Section 2.02. Normal Retirement Eligibility ................................................................. F-7  





 






v  4841-1404-2944.2  Section 2.03. Special Early Retirement Eligibility ........................................................ F-7  Section 2.04. 30 and Out Eligibility............................................................................... F-7  Section 2.05. Early Retirement Eligibility ..................................................................... F-7  Section 2.06. Disability Retirement Eligibility .............................................................. F-7  Section 2.07. Deferred Vested Eligibility ...................................................................... F-7  ARTICLE III. RETIREMENT BENEFITS ................................................................................. F-8  Section 3.01. Normal and Early Retirement Benefits .................................................... F-8  Section 3.02. Disability Retirement Benefits ................................................................. F-8  Section 3.03. Deferred Vested Benefits ......................................................................... F-9  Section 3.04. Automatic Pre-Retirement Survivor Protection ....................................... F-9  Section 3.05. Supplemental Allowance ....................................................................... F-10  Section 3.06. Additional Benefits ................................................................................ F-10  ARTICLE IV. PAYMENT OF BENEFITS .............................................................................. F-11  Section 4.01. Transfers and Reemployment ................................................................ F-11  PART G: MT. STERLING PLANT INDUSTRIAL PENSION PLAN .................................... G-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... G-2  Section 1.01. Format ..................................................................................................... G-2  Section 1.02. Definitions............................................................................................... G-2  ARTICLE II. ELIGIBILITY ...................................................................................................... G-7  Section 2.01. Participation ............................................................................................ G-7  Section 2.02. Normal Retirement Eligibility ................................................................ G-7  Section 2.03. Special Early Retirement Eligibility ....................................................... G-7  Section 2.04. Early Retirement Eligibility .................................................................... G-7  Section 2.05. Disability Retirement Eligibility ............................................................. G-7  Section 2.06. Deferred Vested Eligibility ..................................................................... G-7  ARTICLE III. RETIREMENT BENEFITS ................................................................................ G-8  Section 3.01. Normal and Early Retirement Benefits ................................................... G-8  Section 3.02. Disability Retirement Benefits ................................................................ G-8  Section 3.03. Deferred Vested Benefits ........................................................................ G-9  Section 3.04. Automatic Pre-Retirement Survivor Protection ...................................... G-9  ARTICLE IV. PAYMENT OF BENEFITS ............................................................................. G-11  Section 4.01. Transfers and Reemployment ............................................................... G-11  PART H: RETIREMENT PLAN NUMBER ONE FOR HOURLY EMPLOYEES OF  MCGILL MANUFACTURING CO., INC. .................................................................... H-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... H-2  Section 1.01. Format ..................................................................................................... H-2  Section 1.02. Definitions............................................................................................... H-2  





 






vi  4841-1404-2944.2  ARTICLE II. ELIGIBILITY ...................................................................................................... H-4  Section 2.01. Participants .............................................................................................. H-4  Section 2.02. Cessation Of Participation ...................................................................... H-4  ARTICLE III. RETIREMENT DATES ..................................................................................... H-5  Section 3.01. Normal Retirement Date ......................................................................... H-5  Section 3.02. Early Retirement Date............................................................................. H-5  Section 3.03. Postponed Retirement Date..................................................................... H-5  ARTICLE IV. SERVICE ............................................................................................................ H-6  Section 4.01. Credited Service ...................................................................................... H-6  Section 4.02. Vesting Service ....................................................................................... H-6  Section 4.03. Leave of Absence .................................................................................... H-7  Section 4.04. Credited Service and Vesting Service Prior to Break in Service ............ H-7  Section 4.05. Maternity or Paternity Absence .............................................................. H-7  Section 4.06. Family and Medical Leave Act ............................................................... H-8  ARTICLE V. PENSION BENEFITS ......................................................................................... H-9  Section 5.01. Normal Retirement Benefit ..................................................................... H-9  Section 5.02. Early Retirement Benefit ...................................................................... H-10  Section 5.03. Postponed Retirement Benefit .............................................................. H-10  Section 5.04. In-Service Benefit ................................................................................. H-11  Section 5.05. Actuarial Increase ................................................................................. H-12  Section 5.06. Limitation Of Benefit ............................................................................ H-12  ARTICLE VI. DISABILITY BENEFIT................................................................................... H-13  Section 6.01. Disability Payments .............................................................................. H-13  Section 6.02. Determination Of Disability ................................................................. H-13  ARTICLE VII. PRE-RETIREMENT DEATH BENEFIT ....................................................... H-14  Section 7.01. Pre-Retirement Death Benefit ............................................................... H-14  ARTICLE VIII. VESTING ....................................................................................................... H-15  Section 8.01. Benefits On Termination of Employment............................................. H-15  Section 8.02. Duplicating Payments ........................................................................... H-15  Section 8.03. Timing And Manner Of Payments ........................................................ H-15  Section 8.04. Termination Prior To Vesting ............................................................... H-15  Section 8.05. Vesting Upon Attainment Of Normal Retirement Date ....................... H-15  Section 8.06. Accelerated Vesting .............................................................................. H-15  ARTICLE IX. TIMING AND OPTIONAL FORMS OF BENEFITS ..................................... H-16  Section 9.01. Suspension of Benefits Upon Reemployment ...................................... H-16  Section 9.02. Timing Of Distributions ........................................................................ H-16  Section 9.03. Payment Forms ..................................................................................... H-17  ARTICLE X. TRANSFERS ..................................................................................................... H-18  Section 10.01. Termination Of Employment ................................................................ H-18  Section 10.02. Vesting Service ..................................................................................... H-18  





 






vii  4841-1404-2944.2  Section 10.03. Acquisition Of Assets ........................................................................... H-18  EXHIBIT H-1 ........................................................................................................................... H-19  ACTUARIAL ASSUMPTIONS ............................................................................................... H-19  PART I: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX A – KOP-FLEX MEMORIAL LODGE 1784 & DISTRICT LODGE  12 UNION EMPLOYEES ................................................................................................ I-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ......................................................... I-2  Section 1.01. Format ....................................................................................................... I-2  Section 1.02. Definitions................................................................................................. I-2  ARTICLE II. PARTICIPATION AND SERVICE ...................................................................... I-7  Section 2.01. Participation .............................................................................................. I-7  Section 2.02. Cessation of Participation ......................................................................... I-7  Section 2.03. Calculation of Pension Credited Service - Special Rules ......................... I-7  ARTICLE III. RETIREMENT BENEFITS .................................................................................. I-9  Section 3.01. Retirement Benefits .................................................................................. I-9  Section 3.02. Disregard of Accrued Benefit ................................................................. I-11  ARTICLE IV. OTHER BENEFITS ........................................................................................... I-13  Section 4.01. Death Benefits ......................................................................................... I-13  Section 4.02. Disability Benefits .................................................................................. I-13  Section 4.03. Vested Benefits. ...................................................................................... I-14  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS ................ I-16  Section 5.01. When Benefits Start ................................................................................ I-16  Section 5.02. Automatic Forms of Distribution ............................................................ I-16  Section 5.03. Optional Forms Of Retirement Benefits ................................................. I-16  PART J: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 8 – BROWNING MANUFACTURING DIVISION EMPLOYEES ......... J-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ........................................................ J-2  Section 1.01. Format ....................................................................................................... J-2  Section 1.02. Definitions................................................................................................. J-2  ARTICLE II. PARTICIPATION AND SERVICE ..................................................................... J-7  Section 2.01. Eligibility .................................................................................................. J-7  Section 2.02. inactive Participant.................................................................................... J-7  Section 2.03. Cessation of Participation ......................................................................... J-7  Section 2.04. Calculation of Pension Credited Service - Special Rules ......................... J-7  ARTICLE III. RETIREMENT BENEFITS ................................................................................. J-9  Section 3.01. Normal Retirement Benefit ....................................................................... J-9  





 






viii  4841-1404-2944.2  Section 3.02. Early Retirement ....................................................................................... J-9  Section 3.03. Postponed Retirement Benefit .................................................................. J-9  Section 3.04. Benefits Upon Employment After Annuity Starting Date ........................ J-9  Section 3.05. Disregard of Accrued Benefit ................................................................... J-9  ARTICLE IV. OTHER BENEFITS .......................................................................................... J-11  Section 4.01. Death Benefits ......................................................................................... J-11  Section 4.02. Disability Benefits .................................................................................. J-12  Section 4.03. Vested Benefits ....................................................................................... J-12  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS ............... J-15  Section 5.01. When Benefits Start ................................................................................ J-15  Section 5.02. Mandatory Participant Contributions ...................................................... J-15  Section 5.03. Automatic Forms of Distribution ............................................................ J-15  Section 5.04. Optional Forms Of Retirement Benefits ................................................. J-15  PART K: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 40 – MORSE/BEARINGS DIVISION (MOREHEAD, KY)/SOLUS  INDUSTRIAL/KOP-FLEX SALARIED EMPLOYEES ............................................... K-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ....................................................... K-2  Section 1.01. Format ..................................................................................................... K-2  Section 1.02. Definitions............................................................................................... K-2  ARTICLE II. PARTICIPATION AND SERVICE .................................................................... K-7  Section 2.01. Eligibility ................................................................................................ K-7  Section 2.02. Inactive Participant ................................................................................. K-7  Section 2.03. Cessation of Participation ....................................................................... K-7  Section 2.04. Calculation of Pension Credited Service - Special Rules ....................... K-8  ARTICLE III. RETIREMENT BENEFITS ................................................................................ K-9  Section 3.01. Retirement Benefits ................................................................................ K-9  Section 3.02. Disregard of Accrued Benefit ............................................................... K-11  ARTICLE IV. OTHER BENEFITS ......................................................................................... K-12  Section 4.01. Death Benefits ....................................................................................... K-12  Section 4.02. Disability Benefits ................................................................................ K-12  Section 4.03. Vested Benefits ..................................................................................... K-13  . K-13  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS .............. K-16  Section 5.01. When Benefits Start .............................................................................. K-16  Section 5.02. Mandatory Participant Contributions .................................................... K-16  Section 5.03. Automatic Forms of Distribution .......................................................... K-16  





 






ix  4841-1404-2944.2  PART L: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 78 – BEARINGS DIVISION EMPLOYEES ............................................. L-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ........................................................ L-2  Section 1.01. Format ...................................................................................................... L-2  Section 1.02. Definitions................................................................................................ L-2  ARTICLE II. PARTICIPATION AND SERVICE ..................................................................... L-8  Section 2.01. Eligibility ................................................................................................. L-8  Section 2.02. Inactive Participant .................................................................................. L-8  Section 2.03. Cessation of Participation ........................................................................ L-8  Section 2.04. Calculation of Pension Credited Service ................................................. L-8  ARTICLE III. RETIREMENT BENEFITS ............................................................................... L-10  Section 3.01. Retirement Benefits ............................................................................... L-10  Section 3.02. Disregard of Accrued Benefit ................................................................ L-11  ARTICLE IV. OTHER BENEFITS .......................................................................................... L-12  Section 4.01. Death Benefits ........................................................................................ L-12  Section 4.02. Vested Benefits ...................................................................................... L-13  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS ............... L-15  Section 5.01. When Benefits Start ............................................................................... L-15  Section 5.02. Mandatory Participant Contributions ..................................................... L-15  Section 5.03. Automatic Forms of Distribution ........................................................... L-15  Section 5.04. Suspension of Benefits Upon Reemployment. ...................................... L-15  EXHIBIT L-1:  ACTUARIAL ASSUMPTIONS ...................................................................... L-17  PART M: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 79 – MCGILL MANUFACTURING NON-UNION HOURLY  EMPLOYEES (MONTICELLO, IN) ............................................................................ M-1  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS ...................................................... M-2  Section 1.01. Format ..................................................................................................... M-2  Section 1.02. Definitions............................................................................................... M-2  ARTICLE II. PARTICIPATION AND SERVICE ................................................................... M-6  Section 2.01. Eligibility ................................................................................................ M-6  Section 2.02. Inactive Participant ................................................................................. M-6  Section 2.03. Cessation of Participation ....................................................................... M-6  Section 2.04. Calculation of Pension Credited Service ................................................ M-6  ARTICLE III. RETIREMENT BENEFITS ............................................................................... M-8  Section 3.01. Retirement Benefits ................................................................................ M-8  Section 3.02. Disregard of Accrued Benefit ................................................................. M-9  





 






x  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS ........................................................................................ M-10  Section 4.01. Death Benefits ....................................................................................... M-10  Section 4.02. Disability Benefits ................................................................................ M-10  Section 4.03. Vested Benefits ..................................................................................... M-11  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS ............. M-13  Section 5.01. When Benefits Start .............................................................................. M-13  Section 5.02. Mandatory Participant Contributions .................................................... M-13  Section 5.03. Automatic Forms of Distribution .......................................................... M-13  Section 5.04. Suspension of Benefits Upon Reemployment ...................................... M-13  EXHIBIT M-1:  ACTUARIAL ASSUMPTIONS ................................................................... M-15  Actuarial Assumptions .................................................................................................. M-15    





 






1  4841-1404-2944.2  REGAL BELOIT AMERICA, INC. PENSION PLAN  The Regal Beloit America, Inc. Pension Plan (formerly known as the RBC  Manufacturing Corporation Salaried Employees’ Pension Plan) is intended to provide benefits to  eligible employees of participating employers upon their retirement or earlier termination of  employment and to their spouses or other beneficiaries upon death.  The Plan was last amended and restated effective January 1, 2013, as a  continuation of the RBC Manufacturing Corporation Salaried Employees’ Pension Plan and  reflected the merger of the following plans (collectively referred to as the “Predecessor Plans”)  with and into such plan, effective midnight on December 31, 2012:  (1) the RBC Manufacturing  Corporation Lebanon & West Plains Hourly Pension Plan, (2) the RBC Manufacturing  Corporation Wausau Hourly Pension Plan, (3) the RBC Manufacturing Corporation Marathon  Special Products Hourly Pension Plan, (4) the Unico, Inc. Employees’ Pension Plan, (5) the  Regal Beloit EPC, Inc. Tipp City Plant Industrial Pension Plan, and (6) the Regal Beloit EPC,  Inc. Mt. Sterling Industrial Pension Plan.  The Plan is now amended and restated effective January 1, 2017 to reflect the  merger of the following plans with and into this Plan, effective midnight, on December 31, 2016:   (1) the Regal Power Transmissions Solutions Pension Plan, and (2) Retirement Plan Number  One for Hourly Employees of McGill Manufacturing Co., Inc.  Except as otherwise specifically provided herein or as required in order to comply  with applicable law, any amendment to the Plan shall apply only to periods on and after, and to  employees whose employment is terminated on and after, the effective dates of the amendment.   Rights with respect to periods before an amendment is effective shall be determined under the  terms of the Plan (or any predecessor thereof) as in effect from time to time prior to the effective  date of the amendment.  The Plan consists of this Master Plan Document, which is applicable to all  Participants in the Plan, as supplemented by thirteen Parts that define certain terms and  conditions of the Plan as applied to specific groups of employees.  The Parts are:  • Part A:  RBC Manufacturing Corporation Salaried Employees’ Pension Plan  • Part B:  RBC Manufacturing Corporation Lebanon & West Plains Hourly Pension Plan  • Part C:  RBC Manufacturing Corporation Wausau Hourly Pension Plan  • Part D:  RBC Manufacturing Corporation Marathon Special Products Hourly Pension Plan  • Part E:  Unico, Inc. Employees’ Pension Plan  • Part F:  Regal Beloit EPC, Inc. Tipp City Plant Industrial Pension Plan  • Part G:  Regal Beloit EPC, Inc. Mt. Sterling Industrial Pension Plan  





 






2  4841-1404-2944.2  • Part H:  Retirement Plan Number One for Hourly Employees of McGill Manufacturing Co.,  Inc.  • Part I:  Regal Power Transmissions Solutions Pension Plan – Appendix A – Kop-Flex  Memorial Lodge 1784 & District Lodge 12 Union Employees  • Part J:  Regal Power Transmissions Solutions Pension Plan – Appendix 8 – Browning  Manufacturing Division Employees  • Part K:  Regal Power Transmissions Solutions Pension Plan – Appendix 40 –  Morse/Bearings Division (Morehead, KY)/Solus Industrial/Kop-Flex Salaried Employees  • Part L:  Regal Power Transmissions Solutions Pension Plan – Appendix 78 – Bearings  Division Employees  • Part M:  Regal Power Transmissions Solutions Pension Plan – Appendix 79 – McGill  Manufacturing Non-Union Hourly Employees (Monticello, IN)  





 






3  4841-1404-2944.2  ARTICLE I. DEFINED TERMS  Section 1.01. Defined Terms.  The following words and phrases, when used in  the Plan, shall have the following respective meanings, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in each Part.  (a) “Accrued Benefit” means a Participant’s benefit (determined pursuant to  the applicable Part) expressed in terms of a single life annuity beginning at or after the  Participant’s Normal Retirement Date, unless otherwise specified in the applicable Part (or if  applicable in the Normal Form).   (b) “Actuarial Equivalent” means the dollar value of any Accrued Benefit on  a specified date, computed in accordance with the interest rate and actuarial assumptions  specified in the applicable Part.  Notwithstanding the foregoing, the Actuarial Equivalent of any  lump sum benefit (or other form of payment which Code Section 417(e)(3) applies) payable  under the Plan shall be determined using the Applicable Mortality Table and the Applicable  Interest Rate.  (c) “Administrator” means the Retirement Plan Committee appointed  pursuant to Section 4.01, which will have primary responsibility for administration of the Plan.   In the absence of a Retirement Plan Committee, the Company shall be the Administrator.  (d) “Affiliate” means each entity that is part of a controlled group of  corporations, group of businesses under common control, or affiliated service group that includes  the Company (or, if the context so requires, another Employer or Participating Employer), as  determined pursuant to Code Sections 414(b), (c) and (m).  (e) “Annuity Starting Date” means the first day of the first period for which  an amount is payable as an annuity or any other form of benefit payment.  The Annuity Starting  Date is required to be the first day of a calendar month.  (f) “Applicable Interest Rate” means the interest rate or rates pursuant to  Code Section 417(e)(3) for the month of November immediately preceding the beginning of the  Plan Year in which the Annuity Starting Date occurs.  (g) “Applicable Mortality Table” means the applicable mortality table  pursuant to Code Section 417(e)(3).  In the event that a new or updated mortality table is  prescribed for purposes of Code Section 417(e)(3), the new or updated mortality table shall  automatically become the Applicable Mortality Table without the necessity of a Plan amendment  to adopt such table.  (h) “Beneficiary” means any person entitled to receive any payments due  under the Plan as a result of the death of a Participant.  (i) “Board” means the Board of Directors of the Company.  (j) “Code” means the Internal Revenue Code of 1986 and the rules and  regulations issued thereunder, all as amended and in effect from time to time.  





 






4  4841-1404-2944.2  (k) “Company” means Regal Beloit America, Inc., a Wisconsin corporation,  or any successor thereto.  (l) “Employee” means, with respect to any Part of the Plan, a person who is  classified by an Employer as a common law employee and who is employed in an eligible job  classification with respect to that Part of the Plan.  Specific rules regarding the definition of  Employee as applied to each Part of the Plan are set forth in the applicable Part.  An individual  shall be considered an Employee on any day only if that individual is currently classified by an  Employer as a common law employee on that day, regardless of whether that individual (i) was  so classified on any other day, or (ii) in the future is retroactively reclassified as a common law  employee effective on the applicable day.  This result is not affected by whether that individual  was classified as an employee on any other day, or in the future is retroactively reclassified as an  employee as of the applicable day.  The Administrator shall, in its sole discretion, determine  whether any person is an Employee under the Plan.  (m) “Employer” means the Company and those of its subsidiaries or Affiliates,  divisions or units which shall have been designated as an Employer on Appendix 1.  (n) “ERISA” means the Employee Retirement Income Security Act of 1974  and the rules and regulations issued thereunder, all as amended and in effect from time to time.  (o) “Hours of Service” means each hour for which an Employee is entitled to  payment for the performance of duties for the Company or an Affiliate, regardless of when  payment is made or due.  Hours of Service shall be credited for employment with an Affiliate for  purposes of eligibility and vesting.  Hours of Service shall also be credited for any individual  who is considered an employee for purposes of this Plan pursuant to Code Section 414(n) or (o)  and the regulations thereunder.  Calculation and credit of Hours of Employment shall be made  pursuant to Department of Labor regulations Section 2530.200b-2. See such Parts for additional  rules.  (p) “Leased Employee” means any person who (i) is not an employee of an  Employer or an Affiliate (the “service recipient”), (ii) who provides services to the service  recipient pursuant to an agreement between the service recipient and any other person, (iii) has  performed such services for the service recipient on a substantially full-time basis for a period of  at least one (1) year; and (iv) performs such services under the primary direction or control of the  service recipient, all as determined pursuant to the provisions of Code Sections 414(n) and (o).  (q) “Master Plan Document” means this document, which contains provisions  of the Plan that are applicable to all of the Parts of the Plan.  (r) “Normal Form” means a single life annuity, unless used in a Part where it  is given a different meaning when used in such Part.  (s)  “Normal Retirement Date” has the meaning ascribed in the relevant Part.  (t) “Part(s)” or “Part(s) of the Plan” means Parts A through M of the Plan and  such additional Parts as may from time to time be added by amendment to the Plan.  When used  





 






5  4841-1404-2944.2  herein, a reference to a particular Part of the Plan, e.g., “Part A of the Plan” or “Part A”, refers  only to the portion of the Plan applicable to Employees covered under such Part of the Plan.  (u) “Participant” means any individual who is an Employee and who has  satisfied the requirements for eligibility to participate in the Plan.  (v) “Plan” means this Regal Beloit America, Inc. Pension Plan, the terms and  provisions of which are herein set forth, as the same may be amended from time to time.  (w) “Plan Year” means the calendar year.  (x) “Required Beginning Date” means (i) in the case of a 5% owner (as  defined in Code Section 416), the April 1 following the year in which the Participant attains age  701⁄2, even if still employed, and (ii) in any other case, the April 1 of the calendar year following  the year in which the Participant attains age 701⁄2 or terminates employment from the Employer  and its Affiliates, whichever is later.  (y) “Spouse” has the meaning ascribed in the relevant Part.  Section 1.02. Construction.  Where appearing in the Plan, the masculine shall  include the feminine, and the singular shall include the plural, and vice versa unless the context  clearly indicates otherwise.  The words “hereof”, “herein”, “hereunder” and other similar  compounds of the word “here” shall mean and refer to the entire Plan and not to any particular  section or subsection.  





 






6  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND CALCULATION OF BENEFITS  Section 2.01. In General.  The determination of the Employees who are eligible  to participate in the Plan, the benefit formula or formulae that are used (and other components  that are necessary) to calculate benefits, the rules for computing service for eligibility, vesting  and benefit accrual and special forms of distribution that are available,  are set forth in the  applicable Part.  Except as required under applicable law or as specifically provided in the  applicable Part of the Plan, a Participant’s service for purposes of determining eligibility, vesting  and benefit accrual will not include periods of employment (or Hours of Service) (a) with an  entity prior to the date on which the entity becomes an Affiliate or after the date on which the  entity ceases to be an Affiliate, or (b) with a predecessor entity some or all of the assets of which  are acquired by the Company or an Affiliate.  Section 2.02. Leased Employees.  A Leased Employee shall not be eligible to  participate in the Plan, but in the event such a person was participating or subsequently becomes  eligible to participate herein, credit shall be given for the person’s service as a Leased Employee  toward completion of the Plan’s eligibility and vesting requirements, including any service for an  Affiliate, if applicable.  Section 2.03. Benefits Payable from Another Plan or Multiple Parts of this Plan.   Periods of employment for which the Participant received benefit accrual service (such as  Benefit Service or Credited Service) in one Part of this Plan are not recognized as benefit accrual  service, as applicable, in any other Part of this Plan, unless specifically set forth in an applicable  Part.  Periods of employment for which the Participant receives benefit accrual service hereunder  are not recognized as benefit accrual service under any other defined benefit plan of the  Company or any Affiliate, unless specifically provided under such other defined benefit plan.   Periods of employment for which the Participant received benefit accrual service under any other  defined benefit plan of the Company or any Affiliate is not counted as benefit accrual service  hereunder.  A Participant’s retirement benefit under the Plan shall be offset and reduced by any  benefit previously paid under the Plan or payable (or paid) under any defined benefit predecessor  plan.  Periods of employment for which the Participant receives Benefit Service or  Credited Service, as applicable, in one Part of this Plan are not recognized as Credited Service or  Benefit Service, as applicable, in any other Part of this Plan, unless specifically set forth in an  applicable Part.  Periods of employment for which the Participant Benefit Service or Credited  Service, as applicable, hereunder are not recognized as credited service or benefit service under  any other defined benefit plan of the Company or any Affiliate, unless specifically provided  under such other defined benefit plan.  Periods of employment for which the Participant receives  credited service or benefit service under any other defined benefit plan of the Company or any  Affiliate is not counted as Benefit Service or Credited Service hereunder.  A Participant’s  retirement benefit under the Plan shall be offset and reduced by any benefit previously paid  under the Plan or payable (or paid) under any defined benefit predecessor plan.  





 






7  4841-1404-2944.2  Section 2.04. USERRA Leaves of Absence.  Notwithstanding any provision of  the Plan to the contrary, contributions, benefits and service credit with respect to qualified  military service will be provided in accordance with Code Section 414(u).  For any period of  absence for such military service, Service and Hours of Service shall in all instances be credited  consistent with the requirements of that provision.  





 






8  4841-1404-2944.2  ARTICLE III. PAYMENT OF BENEFITS  Section 3.01. Normal Payment Forms.  (a) The Normal Form of payment of retirement benefits for a Participant who  does not have a Spouse (as defined in the applicable Part) shall be a life only annuity for the life  of the Participant.  The normal form of payment of retirement benefits for a Participant who does  have a Spouse (as defined in the applicable Part) shall be a qualified joint and fifty percent (50%)  survivor annuity pursuant to which the Participant will be paid reduced amounts which are the  Actuarial Equivalent of the Accrued Benefit, and in the event the Participant predeceases his or  her Spouse (to which he was married on the Annuity Starting Date), monthly payments equal to  fifty percent (50%) of such reduced amounts shall be continued to such Spouse for his or her life.  (b) Any Participant who becomes eligible to receive benefits under the Plan  may select an optional form of benefit as provided in Section 3.02 hereof in lieu of the normal  form.  Section 3.02. Optional Payment Forms.  (a) In lieu of the normal form of payment provided in Section 3.01 hereof, a  Participant may elect to receive his or her retirement benefits in one of the following optional  forms of payment as hereinafter described, or, if applicable, any other optional forms described  in the applicable Part, each of which is the Actuarial Equivalent of the Participant’s Accrued  Benefit:  (i) Life Only Option.  A monthly benefit in the amount determined  under the applicable Part shall be payable to the Participant for  life, with the final payment being paid for the month in which the  Participant dies.  (ii) 10-Year Period Certain Option.  An actuarially reduced benefit  shall be payable to the Participant through the month in which  the Participant dies, and in the event the Participant dies prior to  receiving 120 monthly payments, monthly payments in the same  amount shall be continued payable to the Participant’s  Beneficiary until an aggregate of 120 monthly payments have  been made.  (iii) Joint and 50% Survivor Option.  An actuarially reduced benefit  shall be payable to the Participant through the month in which  the Participant dies and, in the event that the Participant dies  before his or her Beneficiary, monthly payments equal to fifty  percent (50%) of such reduced amount shall be continued to the  Beneficiary for his or her life.  If the Beneficiary is a person  other than the Participant’s Spouse, then the present value of the  benefits payable to the Participant shall not be less than fifty  percent (50%) of the present value of the benefits which would  





 






9  4841-1404-2944.2  have been payable to the Participant in the form of a Life Only  Option.  (iv) Joint and 75% Survivor Option.  An actuarially reduced benefit  shall be payable to the Participant through the month in which  the Participant dies and, in the event that the Participant dies  before his or her Beneficiary, monthly payments equal to  seventy-five percent (75%) of such reduced amount shall be  continued to the Beneficiary for his or her life.  If the Beneficiary  is a person other than the Participant’s Spouse, then the present  value of the benefits payable to the Participant shall not be less  than fifty percent (50%) of the present value of the benefits  which would have been payable to the Participant in the form of  a Life Only Option.  (v) Joint and 100% Survivor Option.  An actuarially reduced benefit  shall be payable to the Participant through the month in which  the Participant dies and, in the event that the Participant dies  before his or her Beneficiary, monthly payments equal to one  hundred percent (100%) of such reduced amount shall be  continued to the Beneficiary for his or her life.  If the Beneficiary  is a person other than the Participant’s Spouse, then the present  value of the benefits payable to the Participant shall not be less  than fifty percent (50%) of the present value of the benefits  which would have been payable to the Participant in the form of  a Life Only Option.  (vi) Lump Sum Option.  If the Actuarial Equivalent lump sum value  of the Participant’s vested Accrued Benefit does not exceed  $10,000, then the Participant may elect a distribution in the form  of a lump sum, or in any other form described in this Section  3.02, at any time after termination of employment.  (b) In the event a Participant elects a form of payment that would pay benefits  to a Beneficiary following the Participant’s death, then the Participant must designate a  Beneficiary for purposes of this Section on a form prescribed by and submitted to the  Administrator.  Such designation may be changed or revoked at any time prior to the Annuity  Starting Date or, in the case of the 10-Year Period Certain, at any time prior to the death of the  Participant.  If the Participant elects the 10-Year Period Certain Option and both the Participant  and his or her Beneficiary die prior to receipt of 120 monthly payments in the aggregate, then the  remainder of such 120 monthly payments shall be paid to the estate of the last to die of the  Participant or his or her Beneficiary.  (c) Any election pursuant to this Article III shall be made pursuant and  subject to such rules and regulations as may be prescribed by the Administrator.  Any election of  an optional form by a Participant with a Spouse (as defined in the applicable Part) shall be  invalid unless either (i) the Participant’s Spouse as of the Annuity Starting Date has executed the  





 






10  4841-1404-2944.2  election form and acknowledged its effect, with such consent being witnessed by a notary public  or a Plan representative appointed by the Administrator, or (ii) the Participant has demonstrated  to the satisfaction of the Administrator that he or she has no Spouse of whom consent is required,  his or her Spouse cannot be located or he or she is excused from obtaining spousal consent  because of other circumstances recognized under the Code.  Any such election may be made or  revoked at any time prior to the Participant’s Annuity Starting Date.  Effective as of the Annuity  Starting Date, the form of payment selected shall be irrevocable.  The Administrator shall notify  the Participant and the Spouse of their rights under this Article as required by ERISA.  (d) If a Participant has an Accrued Benefit under more than one Part of this  Plan, the Participant may make separate distribution elections for each Part’s benefits.  Section 3.03. Commencement and Termination of Benefits.  (a) Unless otherwise provided under this Article III, a Participant’s retirement  benefits shall become payable as of the first day of the month in which occurs the Participant’s  effective date of commencement, as described below.  In no event shall benefits commence  hereunder until after a Participant has terminated employment from the Employer and its  Affiliates, unless expressly otherwise provided herein, and in no event shall benefits commence  hereunder unless and until the Participant has made proper application therefor.  (i) A Participant’s effective date of commencement of normal  retirement benefits is the later of the Participant’s Normal  Retirement Date or the first day of the month after his or her  termination of employment from the Employer and all of its  Affiliates.  (ii) A Participant’s effective date of commencement of early or  deferred retirement benefits is the date requested by the  Participant  after his or her termination from employment from  the Employer and all of its Affiliates, which date shall be no  earlier than his or her Early Retirement Date (as applicable) or  the date otherwise permitted by the applicable Part.  (iii) A Participant’s effective date of commencement of disability  retirement benefits, if applicable, is the later to occur of the first  day of the month following the date the Participant makes proper  application for such benefits or the date that is six months after  the Participant’s Total and Permanent Disability commences.   Except as set forth in an applicable Part of the Plan, disability  benefits shall cease if it is determined that the Participant’s Total  and Permanent Disability has ceased or upon the Participant’s  death prior to age sixty-five (65).  At age sixty-five (65), the  disability benefits shall stop and the Participant shall be entitled  to a normal retirement benefit, including the right to elect  optional methods of payment.  





 






11  4841-1404-2944.2  (b) If a Participant’s benefits are being paid in a form of payment that  provides for continued payments after the Participant’s death, then the death benefits shall  become payable as of the first day of the month which is next following the death of the  Participant.  (c) Subject to applicable spousal consent rules, a Participant may elect to  receive a lump sum payment of his or her Profit Sharing Benefit under Part A of the Plan at any  time after his or her termination of employment but in all events no later than his or her Annuity  Starting Date, whether or not he or she qualifies for a benefit pursuant to Article III of Part A.  (d) Any application for benefits hereunder shall be in writing on a form  provided by the Administrator and shall be made to the Administrator or to such representative  as may be designated by the Administrator for that purpose.  The Administrator may require any  applicant for a pension to furnish to it any such information as may reasonably be required.  (e) The Administrator will notify a Participant when a benefit under the Plan  is requested.  Within ninety (90) days but not less than thirty (30) days prior to a Participant’s  anticipated Annuity Starting Date, the Administrator shall provide to the Participant a written  explanation of:  (i) the terms and conditions of the normal form of benefit payable to the  Participant and the relative value of the optional forms of payment; (ii) a general description of  the eligibility conditions under the Plan; (iii) the Participant’s right to waive the normal form of  benefit and the effect of such a waiver; (iv) the rights of a Participant’s Spouse; (v) the  Participant’s right to revoke a previous waiver and the effect of revoking such a waiver; and (vi)  in the case of any distribution (other than an automatic cash-out of $5,000 or less) which is to  commence prior to the Participant’s attainment of Normal Retirement Date, the Participant’s  right to defer the commencement of the distribution until the Participant’s Normal Retirement  Date and the consequences of failing to defer.  Notwithstanding the foregoing, the Participant’s  Annuity Starting Date may be less than thirty (30) days after the written explanation is provided  if (i) the written explanation clearly indicates that the Participant has the right to at least thirty  (30) days to consider whether to waive the normal form of distribution and election an optional  form, (ii) the Participant makes an affirmative election as to the form and time of distribution,  (iii) the Participant is permitted to revoke his or her affirmative election at least until the Annuity  Starting Date, or if later, at any time prior to the expiration of the 7-day period that begins the  day after the written explanation is provided to the Participant, and (iv) distribution in  accordance with the affirmative election is made after the expiration of such 7-day period.  (f) If the Participant dies prior to the Annuity Starting Date, any election  under this Article shall be considered revoked and void.  In any such case, benefits shall only be  payable pursuant to the death benefit rules set forth in the applicable Part.  (g) Benefit payments under this Article other than the guaranteed amounts  under the 10-Year Period Certain Option shall end with the payment made for the first day of the  month in which occurs the death of the Participant, Spouse, or Beneficiary, as applicable.  (h) Notwithstanding any other Section of the Plan, the payment of benefits  under the Plan to the Participant will begin no later than the 60th day after the close of the Plan  Year in which the last of the following occurs:  





 






12  4841-1404-2944.2  (i) the date on which the Participant attains age 65; or  (ii) the tenth anniversary of the date on which the Participant  commenced participation in the Plan; or  (iii) the Participant’s termination of employment with the Company.  Notwithstanding the foregoing, the failure of a Participant and/or Spouse to make  proper application for a benefit as of the date specified above shall be deemed to be an election  to defer the start of benefits.  Section 3.04. Retroactive Annuity Starting Dates.  (a) Limited Application of Retroactive Annuity Starting Dates.  Except in the  limited circumstances described in this Section, the Plan does not provide for a retroactive  Annuity Starting Date (i.e., an Annuity Starting Date that occurs on or prior to the date the notice  described in Section 3.03(e) is provided to the Participant).  However, the Plan will permit a  Participant to elect a retroactive Annuity Starting Date in the following circumstances:  (i) the Participant files an application for benefits after the  Participant’s Normal Retirement Date; or  (ii) due to an administrative error or delay, the Administrator  provides to the Participant the notice described in Section 3.03  more than ninety (90) days after the Participant has made  application for benefits.  (b) If eligible, a Participant may elect a retroactive Annuity Starting Date  subject to the following rules:  (i) Either (A) in the case of a Participant who makes an application  for benefits after his or her Normal Retirement Date, the  retroactive Annuity Starting Date may not be before the later of  the Participant’s Normal Retirement Date or the first day of the  month following the date on which the Participant terminates  employment with the Employer and its Affiliates, or (B) in the  case of any other eligible Participant, the retroactive Annuity  Starting Date cannot be a date that precedes the first day of the  month following the date on which the Participant terminates  employment with the Employer and its Affiliates or, if later, the  first day of the month following the date on which the Participant  could have otherwise started to receive benefits under the Plan.  (ii) If the Participant is married, the Participant’s Spouse as of the  date the first benefit payment will be distributed will be treated  as a Spouse and must consent to the retroactive Annuity Starting  Date if either:  (A) the amount of the survivor’s benefit payable  to such Spouse under the joint and fifty percent (50%) survivor  





 






13  4841-1404-2944.2  annuity with a retroactive Annuity Starting Date is less than the  amount of the survivor’s benefit that would be payable to such  Spouse under the same form of benefit that commences  immediately after the notice is provided, or (B) the Participant  selects an optional form of distribution (other than an optional  joint and survivor benefit with respect to which such Spouse is  the designated contingent annuitant).  The consent of the  Participant’s Spouse as of the retroactive Annuity Starting Date  (if different than the Spouse as of the date benefits commence) is  not required, unless otherwise required by a qualified domestic  relations order.  (iii) The notice described in Section 3.03(e) is timely provided to the  Participant.  (iv) A Participant’s benefit shall be distributed pursuant to a  retroactive Annuity Starting Date only if the Participant is  eligible for and elects such a distribution (with consent of the  Participant’s Spouse as of the date benefits commence, where  required).  (v) The lump sum form of payment is not available to a Participant  for any benefits distributed pursuant to a retroactive Annuity  Starting Date.  (c) If payment is made pursuant to a retroactive Annuity Starting Date, then  the Participant shall receive, in addition to future monthly payments, a make-up payment to  reflect any missed payment or payments for the period from the retroactive Annuity Starting  Date to the date of the actual make-up payment, with interest, compounded annually, at a rate  determined by the Administrator.  Under current administrative practice, the interest rate is seven  percent (7%) per annum.  The retroactive payment or payments must not exceed the limits of  Code Section 415 as in effect on the dates the missed payment or payments would have been  made and, if the date that benefits commence is more than twelve (12) months after the Annuity  Starting Date, the retroactive payment or payments must also not exceed the limits of Code  Section 415 as in effect as of the date the payment or payments are actually made.   Section 3.05. Death Benefits.  If a vested Participant dies before his or her  Annuity Starting Date, the only death benefits payable shall be those set forth in the applicable  Part.  If a vested Participant dies on or after his or her Annuity Starting Date, the only death  benefits payable shall be those provided under the form of distribution in effect.  Section 3.06. Payment of Small Amounts and Service Cancellation Rules.  (a) Notwithstanding any provision of the Plan to the contrary, in the event the  Actuarial Equivalent lump sum value of a Participant’s Accrued Benefit or the death benefits  payable to a Beneficiary or surviving Spouse) is less than $5,000, then the Administrator shall  pay such Actuarial Equivalent value in a lump sum to the Participant, Beneficiary or surviving  





 






14  4841-1404-2944.2  Spouse as soon as administratively feasible following the Participant’s separation from service or  death, as applicable.  The Actuarial Equivalent lump sum value shall be determined as soon as  administratively practicable after the Participant’s termination of employment or the date the  Administrator is provided notice of the Participant’s death, as applicable.  (b) In the event of a mandatory distribution greater than $1,000 that is made in  accordance with subsection (a) to a Participant without the Participant’s consent, if the  Participant does not elect to have such distribution paid directly to an “eligible retirement plan”  specified by the Participant in a direct rollover or to receive the distribution directly, then the  Administrator shall pay the distribution in a direct rollover to an individual retirement plan  designated by the Administrator.  (c) If a Participant’s entire vested benefit has been distributed or he or she has  no vested interest at the time of his or her termination of employment from the Employer and its  Affiliates, he or she shall be deemed cashed out from the Plan.  (d) If an employee is reemployed in a position covered by this Plan after  receiving a lump-sum benefit regardless of amount (including a deemed lump sum cashout), the  prior Vesting Service and Credited Service shall be retained and used in the calculation of the  subsequent benefits, if any, subject to an offset for the value of the monthly benefit paid by the  lump-sum distribution.  Section 3.07. Reemployment After Retirement.  In the event a Participant is  reemployed by the Employer or an Affiliate after commencing benefits under Article III hereof,  such benefit payments shall not be suspended during the period of reemployment, except as  provided in Section 3.08 or in a Part.  Section 3.08. Continued Employment or Re-Employment after Normal  Retirement Date.  (a) A Participant who has attained age sixty-five (65) but has not retired, or  who previously retired and was subsequently reemployed by the Employer or an Affiliate after  attaining age sixty-five (65), shall be deemed to have terminated employment for purposes of  this Plan if he or she completes fewer than forty (40) Hours of Service per calendar month.  Any  Participant who fails to receive benefit payments due to such employment shall be notified  pursuant to the requirements of DOL Reg. § 2530.203-3.  (b) For a Participant who receives an in-service distribution pursuant to the  application of subsection (a), upon such Participant’s termination of employment, he or she shall  be entitled to a pension hereunder based upon the Benefit Service or Credited Service, as  applicable, accrued prior to his or her attainment of age sixty-five (65) and the Benefit Service or  Credited Service, if any, accrued after his or her attainment of age sixty-five (65), but reduced by  the Actuarial Equivalent of the total amount of benefit payments received prior to the termination  of employment, but in no event shall Benefit Service or Credited Service, as applicable, be  credited after the date that such Benefit Service or Credited Service has been frozen under the  applicable Part of this Plan.  





 






15  4841-1404-2944.2  (c) If a Participant receives an in-service distribution during any calendar  month in which he or she completes forty (40) or more Hours of Service, such Participant’s  future benefit payments shall be offset by the amount of such in-service distribution, provided  that such offset does not exceed in any one month twenty-five (25%) percent of that month’s  total benefit payment which would have been due but for the offset.  Section 3.09. Direct Rollovers.  This Section deals with Participants’ and  Beneficiaries’ rights to distribution in the form of a direct rollover.  (a) Notwithstanding any provision of the Plan to the contrary that would  otherwise limit a distributee’s election under this Plan, a distributee may elect, at the time and in  the manner prescribed by the Administrator, to have any portion of an eligible rollover  distribution paid directly to an eligible retirement plan specified by the distributee in a direct  rollover.  (b) For purposes of this Section, the following definitions apply:  (i) Eligible rollover distribution:  An eligible rollover distribution is  any distribution of all or any portion of the balance to the credit  of the distributee, except that an eligible rollover distribution  does not include:  (i) any distribution that is one of a series of  substantially equal periodic payments (not less frequently than  annually) made for the life (or life expectancy) of the distributee  or the joint lives (or joint life expectancies) of the distributee and  the distributee’s designated beneficiary, or for a specified period  of ten years or more; (ii) any distribution to the extent such  distribution is required under Code Section 401(a)(9); or (iii) the  portion of any distribution that is not includible in gross income  (determined without regard to the exclusion for net unrealized  appreciation with respect to employer securities).   Notwithstanding the foregoing, a portion of a distribution shall  not fail to be an eligible rollover distribution merely because the  portion consists of after-tax employee contributions which are  not includible in gross income; however, such portion may be  transferred only as a direct rollover to an individual retirement  account or annuity described in Code Section 408(a) or (b), a  qualified plan described in Code Section 401(a) or 403(a), or a  tax-deferred annuity plan described in Code Section 403(b) that  agrees to separately account for amounts so transferred,  including separately accounting for the portion of such  distribution which is includible in gross income and the portion  of such distribution which is not so includible.  (ii) Eligible retirement plan:  An eligible retirement plan is an  individual retirement account described in Code Section 408(a),  an individual retirement annuity described in Code Section  408(b), a Roth IRA described in Code Section 408A, an annuity  





 






16  4841-1404-2944.2  plan described in Code Section 403(a), an annuity contract  described in Code Section 403(b), a qualified trust described in  Code Section 401(a), or an eligible plan described in Code  Section 457 which is maintained by a state, political subdivision  of a state, or an agency or instrumentality of a state or political  subdivision of a state and which agrees to separately account for  amounts transferred into such plan from this Plan, and that  accepts the distributee’s eligible rollover distribution.   Notwithstanding the foregoing, a non-spouse beneficiary may  roll over his or her interest only to an IRA.  (iii) Distributee:  A distributee includes an Employee or former  Employee.  In addition, the Employee’s or former Employee’s  spouse, surviving spouse or former spouse who is the alternate  payee under a qualified domestic relations order, as defined in  Code Section 414(p), or non-spouse beneficiary qualify as  distributees with regard to the interest of the spouse or former  spouse.  (iv) Direct rollover:  A direct rollover is a payment by the Plan to the  eligible retirement plan specified by the distributee.  Section 3.10. Required Minimum Distributions.  (a) General.  The provisions of this Section 3.10 will apply for purposes of  determining required minimum distributions for calendar years beginning with 2003 and will  take precedence over any inconsistent provisions of the Plan.  This Section 3.10 shall not be  interpreted to provide any additional options to the recipient with respect to the form or timing of  payment beyond the other provisions of the Plan, except as necessary to comply with the  minimum requirements.  All Plan distributions will be determined and made in accordance with  the Treasury regulations under Code Section 401(a)(9).  Notwithstanding the other provisions of  this Section, distributions may be made under a designation made before January 1, 1984, in  accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and  the Plan provisions that relate to Section 242(b)(2) of TEFRA.  (b) Definitions.  (i) Designated Beneficiary.  The designated beneficiary for purposes  of this Section is the individual who is the beneficiary designated  under the Plan and is the designated beneficiary under Code  Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the  Treasury regulations.  (ii) Distribution Calendar Year.  A distribution calendar year is a  calendar year for which a minimum distribution is required.  For  distributions beginning before the Participant’s death, the first  distribution calendar year is the calendar year immediately  





 






17  4841-1404-2944.2  preceding the calendar year which contains the Participant’s  required beginning date.  For distributions beginning after the  Participant’s death, the first distribution calendar year is the  calendar year in which distributions are required to begin under  Article III and/or the applicable Part of the Plan.  (iii) Life Expectancy.  Life expectancy means the value computed by  use of the Single Life Table in Section 1.401(a)(9)-9 of the  Treasury regulations.  (iv) Required Beginning Date.  The date described in Section 1.01(x).  (c) Time and Manner of Distribution.  The Participant’s entire interest will be  distributed, or begin to be distributed, to the Participant no later than the Participant’s Required  Beginning Date.  If the Participant dies before distributions begin, the Participant’s entire interest  will be distributed, or begin to be distributed, no later than as follows:  (i) If the Participant’s surviving spouse is the Participant’s sole  designated beneficiary, then distributions to the surviving spouse  will begin by December 31 of the calendar year immediately  following the calendar year in which the Participant died, or by  December 31 of the calendar year in which the Participant would  have attained age 701⁄2, if later.  (ii) If the Participant’s surviving spouse is not the Participant’s sole  designated beneficiary, then distributions to each designated  beneficiary will begin by December 31 of the calendar year  immediately following the calendar year in which the Participant  died.  (iii) If there is no designated beneficiary as of September 30 of the  year following the year of the Participant’s death, the  Participant’s entire interest will be distributed by December 31 of  the calendar year containing the fifth anniversary of the  Participant’s death.  (iv) If the Participant’s surviving spouse is the Participant’s sole  designated beneficiary and the surviving spouse dies after the  Participant but before distributions to the surviving spouse begin,  subparagraphs (ii) and (iii) will apply as if the surviving spouse  were the Participant.  Unless subsection (c)(iv) applies, distributions are considered to begin on the  Participant’s Required Beginning Date.  If subsection (c)(iv) applies, distributions are considered  to begin on the date distributions are required to begin to the surviving spouse under subsection  (c)(i).  If distributions irrevocably commence to the Participant before the Participant’s Required  Beginning Date (or to the Participant’s surviving spouse before the date distributions are  





 






18  4841-1404-2944.2  required to begin to the surviving spouse under subsection (c)(i)), the date distributions are  considered to begin is the date distributions actually commence.  (d) Forms of Distribution.  Unless the Participant’s interest is distributed in  the form of an annuity purchased from an insurance company or in a single sum on or before the  Required Beginning Date, as of the first distribution calendar year distributions will be made in  accordance with the rules regarding required minimum distributions during the Participant’s  lifetime and after the Participant’s death, as applicable.  If the Participant’s interest is distributed  in the form of an annuity purchased from an insurance company, distributions thereunder will be  made in accordance with the requirements of Code Section 401(a)(9) and the Treasury  regulations.  Any part of the Participant’s interest which is in the form of an individual account  described in Code Section 414(k) will be distributed in a manner satisfying the requirements of  Code Section 401(a)(9) and Treasury regulations that apply to individual accounts.  (e) Determination of Amount to be Distributed Each Year.  If the Participant’s  interest is paid in the form of annuity distributions under the Plan, payments under the annuity  will satisfy the following requirements:  (i) the annuity distributions will be paid in periodic payments made  at intervals not longer than one (1) year;  (ii) the distribution period will be over a life (or lives) or over a  period certain not longer than the period described in subsection  (f) or (g);  (iii) once payments have begun over a period, the period certain will  not be changed even if the period certain is shorter than the  maximum permitted;  (iv) payments will either be nonincreasing or increase only (A) by an  annual percentage increase that does not exceed the annual  percentage increase in a cost-of-living index that is based on  prices of all items and issued by the Bureau of Labor Statistics;  (B) to the extent of the reduction in the amount of the  Participant’s payments to provide for a surviving benefit upon  death, but only if the beneficiary whose life was being used to  determine the distribution period described in subsection (i) dies  or is no longer the Participant’s beneficiary pursuant to a  qualified domestic relations order within the meaning of Code  Section 414(p); (C) to provide cash refunds of employee  contributions upon the Participant’s death; or (D) to pay  increased benefits that result from a plan amendment.  The amount that must be distributed on or before the Participant’s Required  Beginning Date (or, if the Participant dies before distributions begin, the date distributions are  required to begin under subsection (c)(i) or (ii)) is the payment that is required for one (1)  payment interval.  The second payment need not be made until the end of the next payment  





 






19  4841-1404-2944.2  interval even if that payment interval ends in the next calendar year.  Payment intervals are the  periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually.   All of the Participant’s benefit accruals as of the last day of the first distribution calendar year  will be included in the calculation of the amount of the annuity payments for payment intervals  ending on or after the Participant’s required beginning date.  Any additional benefits accruing to  the Participant in a calendar year after the first distribution calendar year will be distributed  beginning with the first payment interval ending in the calendar year immediately following the  calendar year in which such amount accrues.  (f) Requirements For Annuity Distributions That Commence During  Participant’s Lifetime.  If the Participant’s interest is being distributed in the form of a joint and  survivor annuity for the joint lives of the Participant and a non-spouse beneficiary, annuity  payments to be made on or after the Participant’s Required Beginning Date to the designated  beneficiary after the Participant’s death must not at any time exceed the applicable percentage of  the annuity payment for such period that would have been payable to the Participant using the  table set forth in Q&A-2 of Section 1.401(a)(9)-6 of the Treasury regulations.  If the form of  distribution combines a joint and survivor annuity for the joint lives of the Participant and a non- spouse beneficiary and period certain annuity, the requirement in the preceding sentence will  apply to annuity payments to be made to the designated beneficiary after the expiration of the  period certain.  Unless the Participant’s spouse is the sole designated beneficiary and the form of  distribution is a period certain and no life annuity, the period certain for an annuity distribution  commencing during the Participant’s lifetime may not exceed the applicable distribution period  for the Participant under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the  Treasury regulations for the calendar year that contains the annuity starting date.  If the annuity  starting date precedes the year in which the Participant reaches age 70, the applicable distribution  period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table  set forth in Section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 70 over the age  of the Participant as of the Participant’s birthday in the year that contains the annuity starting  date.  If the Participant’s spouse is the Participant’s sole designated beneficiary and the form of  distribution is a period certain and no life annuity, the period certain may not exceed the longer  of the Participant’s applicable distribution period, as determined under this subsection, or the  joint life and last survivor expectancy of the Participant and the Participant’s spouse as  determined under the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the  Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s  and spouse’s birthdays in the calendar year that contains the annuity starting date.  (g) Requirements For Minimum Distributions Where Participant Dies Before  Date Distributions Begin.  If the Participant dies before the date distribution of the Participant’s  interest begins and there is a designated beneficiary, the Participant’s entire interest will be  distributed, beginning no later than the time described in subsection (c)(i) or (ii), over the life of  the designated beneficiary or over a period certain not exceeding:  (i) unless the annuity starting date is before the first distribution  calendar year, the life expectancy of the designated beneficiary  determined using the beneficiary’s age as of the beneficiary’s  birthday in the calendar year immediately following the calendar  year of the Participant’s death; or  





 






20  4841-1404-2944.2  (ii) if the annuity starting date is before the first distribution calendar  year, the life expectancy of the designated beneficiary  determined using the beneficiary’s age as of the beneficiary’s  birthday in the calendar year that contains the annuity starting  date.  If the Participant dies before the date distributions begin and there is no  designated beneficiary as of September 30 of the year following the year of the Participant’s  death, distribution of the Participant’s entire interest will be completed by December 31 of the  calendar year containing the fifth anniversary of the Participant’s death.  If the Participant dies  before the date distribution of the Participant’s interest begins, the Participant’s surviving spouse  is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions  to the surviving spouse begin, this subsection will apply as if the surviving spouse were the  Participant, except that the time by which distributions must begin will be determined without  regard to subsection (f)(i).  Section 3.11. 2014 Lump Sum Window Program.  (a) Definitions.  Solely for purposes of this Section, the following terms,  when capitalized in this Section, will have the following meanings:  (i) “Distributable Benefit Amount” means (A) with respect to a  retirement benefit that is not otherwise distributable on the  Program Annuity Starting Date, the benefit that would be  payable if such benefit commenced on the Participant’s Normal  Retirement Date and (B) with respect to a retirement benefit that  is otherwise distributable on the Program Annuity Starting Date  pursuant to the normal provisions of the Plan (e.g., a Participant  entitled to elect early retirement), the greater of: (i) the benefit  that would be payable if such benefit commenced on the  Participant’s Normal Retirement Date or (ii) the benefit that  would be payable on the Program Annuity Starting Date,  calculated pursuant to the normal provisions of this Plan  (including any actuarial adjustments required under the terms of  the Plan with respect to the benefit of any Eligible Participant  whose Normal Retirement Date precedes the Program Annuity  Starting Date).    (ii) “Election Window” means the period commencing September 15,  2014 and ending October 31, 2014.   (iii) “Eligible Participant” means a Participant whose benefit is not  subject to a qualified domestic relations order and (A) who  separated from employment with the Company and all Affiliates  prior to January 1, 2014 and remains separated through the  Program Annuity Starting Date, (B) who is entitled to receive a  deferred vested benefit, (C) whose Lump Sum Amount is less  





 






21  4841-1404-2944.2  than $30,001 as of the Program Annuity Starting Date, (D) who  has not yet commenced receiving, nor would otherwise be  required under the Plan’s required minimum distribution rules to  commence receiving, his or her benefit payments as of the  Program Annuity Starting Date, and (E) who is living on the  Program Annuity Starting Date.  Notwithstanding the foregoing, a  Participant whose election package is returned as undeliverable  mail will not be considered an Eligible Participant under this  Section.  (iv) “Lump Sum Actuarial Equivalent”  means the actuarial equivalent  benefit calculated using the applicable mortality table under Code  Section 417(e)(3)(B) for 2014 and the applicable interest rate  under Code Section 417(e)(3)(C) for the month of November,  2013 (the November preceding the first day of the Plan Year in  which occurs the Program Annuity Starting Date).  (v) “Lump Sum Amount” means the Lump Sum Actuarial Equivalent  value of the Distributable Benefit Amount.  If an Eligible  Participant had previously received any benefit payments under  the Plan (e.g., payment of the Eligible Participant’s Profit Sharing  Benefit under Part A of the Plan), then the Lump Sum Amount  will be reduced by the amount of any payments previously made  to or on behalf of the Participant.    (vi) “Program” means the 2014 Lump Sum Window Program  described in this Section.   (vii) “Program Annuity Starting Date” means December 1, 2014.   (b) Eligibility.  Except as otherwise provided in this Section, an Eligible  Participant shall be eligible to participate in the Program.  Participation is limited to Eligible  Participants and, except as otherwise provided in subsection (g) below, is voluntary.  Surviving  spouses or beneficiaries of deceased Participants, and alternate payees under a qualified domestic  relations order, are not eligible.  If an Eligible Participant’s Lump Sum Amount is $5,000 or  more, then the Eligible Participant’s participation in the Program is governed by subsections (c)  – (f) below.  If an Eligible Participant’s Lump Sum Amount is less than $5,000, then the Eligible  Participant’s participation in the Program is governed by subsection (g) below.  (c) Distribution Timing and Form.  An Eligible Participant whose Lump Sum  Amount is $5,000 or more may, but need not, elect to participate in the Program and receive his  or her benefits as follows:  (i) If the Eligible Participant, as of the Program Annuity Starting  Date, is eligible to commence his or her monthly retirement  benefits under the Plan as in effect immediately prior to the  





 






22  4841-1404-2944.2  adoption of the Program, then such Eligible Participant may elect  to receive his or her benefits as:  (1) A single payment equal to the Lump Sum Amount  payable on the Program Annuity Starting Date (or as soon as  administratively feasible thereafter); or  (2) An annuity, commencing on the Program Annuity  Starting Date, in any annuity form otherwise available under the  Plan; provided that if the Program Annuity Starting date is after the  Eligible Participant’s Normal Retirement Date, then the Participant  may elect to receive his or her benefits as an annuity with a  retroactive Annuity Starting Date in accordance with the otherwise  applicable terms of the Plan.   (ii) If the Eligible Participant, as of the Program Annuity Starting  Date, is not eligible to commence his or her monthly retirement  benefits under the Plan as in effect immediately prior to the  adoption of the Program, then such Eligible Participant may elect  to receive his or her benefits as:  (A) A single payment equal to the Lump Sum Amount payable  on the Program Annuity Starting Date (or as soon as  administratively feasible thereafter); or  (B) An annuity, commencing on the Program Annuity Starting  Date, in any annuity form otherwise available under the  master Plan document (i.e., without regard to any optional  forms available solely under Parts A through G).  If an Eligible Participant elects an annuity form of payment, but does not  designate the annuity form, then such Eligible Participant’s benefits will be paid as a life only  annuity (for a Participant who does not have a Spouse on the Program Annuity Starting Date) or  as a joint and 50% survivor annuity (for a Participant who has a Spouse on the Program Annuity  Starting Date) with the Spouse as the contingent annuitant.  (d) Election Period and Procedures.  An Eligible Participant whose Lump  Sum Amount is $5,000 or more and who wishes to participate in the Program must make the  election referred to in subsection (c) above during the Election Window.  Elections by Eligible  Participants are irrevocable as of the Program Annuity Starting Date. An Eligible Participant’s  election shall be made in such form and in such manner as the Administrator shall prescribe,  consistent, other than with regard to the election period provided under this Section, with the  spousal consent, notice, and election requirements otherwise provided in the Plan and in  accordance with Code Sections 401(a)(11) and 417 with respect to benefit commencement and  the selection of the applicable form of payment. An Eligible Participant is not required to elect to  commence benefits under the Program.  If an Eligible Participant does not make a benefit  payment election under the Program during the Election Window or does not survive to the  





 






23  4841-1404-2944.2  Program Annuity Starting Date, then the special payment options available under the Program  will no longer be available, and the Participant’s vested Plan benefit will continue to be  distributable in accordance with the otherwise applicable terms of the Plan.  (e) Calculation of Immediate Annuity Benefit. If an Eligible Participant elects  to receive payment of his or her vested benefit in the form of an immediate monthly annuity,  then the annuity shall be the actuarial equivalent of the Distributable Benefit Amount, calculated  using the normal Actuarial Equivalent factors otherwise specified under the Plan for converting  one form of periodic payment to another.  (f) Death Before Payment.  If an Eligible Participant who has elected a  distribution under subsection (c) dies before the Program Annuity Starting Date, then the election  shall be null and void and the only benefits payable will be in accordance with the otherwise  applicable terms of the Plan.  If an Eligible Participant has elected to receive a distribution under  subsection (c) in the form of an annuity and the contingent annuitant dies before the Program  Annuity Starting Date, then the Eligible Participant’s election to participate in the Program shall  be null and void and the Eligible Participant will only be eligible to receive his or her benefit in  accordance with the otherwise applicable terms of the Plan.   An Eligible Participant whose  contingent annuitant dies before the end of the Election Window shall be permitted to re-submit  a new election before the end of the Election Window.  (g) Lump Sum Amount of Less than $5,000.  Notwithstanding anything  herein to the contrary, if an Eligible Participant’s Lump Sum Amount is less than $5,000, then  the Administrator will distribute such amount in a lump sum to the Eligible Participant on the  Program Annuity Starting Date (or as soon as administratively feasible thereafter).  If the Lump  Sum Amount of a mandatory distribution under this subsection (g) is greater than $1,000, and the  Eligible Participant does not elect to have such distribution paid directly to an “eligible  retirement plan” specified by the Eligible Participant in a direct rollover or to receive the  distribution directly, then the Administrator will make the distribution in a direct rollover to an  individual retirement account designated by the Administrator. No immediate annuity option is  available to an Eligible Participant whose Lump Sum Amount is less than $5,000.   Section 3.12. 2016 Lump Sum Window Program.  (a) Definitions. Solely for the purposes of this Section 3.12, the following  terms, when capitalized in this Section, will have the following meanings.  (i) “Distributable Benefit Amount” means (A) with respect to a  retirement benefit that is not otherwise distributable on the  Program Annuity Starting Date, the benefit that would be  payable if such benefit commenced on the Participant’s Normal  Retirement Date and (B) with respect to a retirement benefit that  is otherwise distributable on the Program Annuity Starting Date  pursuant to the normal provisions of the Plan (e.g., a Participant  entitled to elect early retirement), the greater of: (i) the benefit  that would be payable if such benefit commenced on the  Participant’s Normal Retirement Date or (ii) the benefit that  





 






24  4841-1404-2944.2  would be payable on the Program Annuity Starting Date,  calculated pursuant to the normal provisions of this Plan  (including any actuarial adjustments required under the terms of  the Plan with respect to the benefit of any Eligible Participant  whose Normal Retirement Date precedes the Program Annuity  Starting Date).  (ii) “Election Window” means the period commencing September  19, 2016 and ending October 31, 2016, with exceptions that may  be allowed by the Company, in its sole discretion, in reasonable  circumstances resulting in an untimely election.  (iii) “Eligible Participant” means a Participant (A) who, as of  December 31, 2015, is terminated from employment with the  Company and all of its Affiliates and remains terminated through  the Program Annuity Starting Date, (B) who is entitled to receive  a deferred vested benefit under the Plan, (C) who has not yet  commenced receiving, nor would otherwise be required under  the Plan’s required minimum distribution rules to commence  receiving, his or her benefit payments as of  the Program Annuity  Starting Date, (D) who is living on the Program Annuity Starting  Date, and (E) whose Lump Sum Amount is $60,000 or less as of  the Program Annuity Starting Date.  Notwithstanding the foregoing, the following are not considered  Eligible Participants:  (1) Participants whose accrued benefits  under the Plan were the subject of a pending domestic relations  order, (2) Participants and alternate payees who are subject to a  qualified domestic relations order that does not create a separate  interest for the alternate payee, and (3) Participants who are  considered employed by the Company or an Affiliate but are in  inactive status, such as on a leave of absence. Similarly, a  Participant whose election package is returned as undeliverable  mail will not be considered an Eligible Participant under this  section.  (iv) “Lump Sum Actuarial Equivalent” means the actuarial  equivalent benefit calculated using the applicable mortality table  under Code Section 417(e)(3)(B) for 2016 and the applicable  interest rate under Code Section 417(e)(3)(C) for the month of  November 2015 (the November preceding the first day of the  Plan Year in which the Program Annuity Starting Date occurs).  (v) “Lump Sum Amount” means the Lump Sum Actuarial  Equivalent value of the Distributable Benefit Amount. If an  Eligible Participant had previously received any benefit  payments under the Plan (e.g. payment of the Eligible  





 






25  4841-1404-2944.2  Participant’s Profit Sharing Benefit under Part A of the Plan),  then the Lump Sum Amount will be reduced by the amount of  any payments previously made to or on behalf of the Participant.  (vi) “Program” means the 2016 Lump Sum Window Program  described in this Section.  (vii) “Program Annuity Starting Date” means December 1, 2016.  (b) Eligibility.  Except as otherwise provided in this Section, an Eligible  Participant shall be eligible to participate in the Program.  Participation is limited to Eligible  Participants and, except as otherwise provided in subsection (g) below, is voluntary.  Surviving  spouses and beneficiaries of deceased Participants are not eligible to participate in the Program.   If an Eligible Participant’s Lump Sum Amount is $5,000 or more, then the Eligible Participant’s  participation in the Program is governed by subsections (c) – (f) below.  If an Eligible  Participant’s Lump Sum Amount is less than $5,000, then the Eligible Participant’s participation  in the Program is governed by subsection (g) below.  (c) Distribution Timing and Form.  An Eligible Participant whose Lump Sum  Amount is $5,000 or more may, but need not, elect to participate in the Program and receive his  or her benefits as follows:  (i) If the Eligible Participant, as of the Program Annuity Starting  Date, is eligible to commence his or her monthly retirement  benefits under the Plan as in effect immediately prior to the  adoption of the Program, then such Eligible Participant may elect  to receive his or her benefits as:  (A) A single payment equal to the Lump Sum Amount payable  on the Program Annuity Starting Date (or as soon as  administratively feasible thereafter); or  (B) An annuity, commencing on the Program Annuity Starting  Date, in any annuity form otherwise available under the  Plan; provided that if the Program Annuity Starting date is  after the Eligible Participant’s Normal Retirement Date,  then the Participant may elect to receive his or her benefits  as an annuity with a retroactive annuity starting date in  accordance with the otherwise applicable terms of the Plan.  In no event will a lump sum be available as of a retroactive  annuity starting date.  (ii) If the Eligible Participant, as of the Program Annuity Starting  Date, is not eligible to commence his or her monthly retirement  benefits under the Plan as in effect immediately prior to the  adoption of the Program, then such Eligible Participant may elect  to receive his or her benefits as:  





 






26  4841-1404-2944.2  (A) A single payment equal to the Lump Sum Amount payable  on the Program Annuity Starting Date (or as soon as  administratively feasible thereafter); or  (B) An annuity that is the Actuarial Equivalent of the  Distributable Benefit Amount, commencing on the  Program Annuity Starting Date in any annuity form  otherwise available to the Participant under the Master Plan  Document (i.e., without regard to any optional forms  available solely under Parts A through G); provided that the  joint and 50% and joint and 75% survivor annuity options  will only be available if the Eligible Participant’s spouse is  the contingent annuitant.  If an Eligible Participant elects an annuity form of payment, but  does not designate the annuity form, then such Eligible  Participant’s benefits will be paid as a life only annuity (for a  Participant who does not have a Spouse on the Program Annuity  Starting Date) or as a joint and 50% survivor annuity (for a  Participant who has a Spouse on the Program Annuity Starting  Date) with the Spouse as the contingent annuitant.   (d) Election Period and Procedures.  An Eligible Participant whose Lump  Sum Amount is $5,000 or more and who wishes to participate in the Program must make  the election referred to in subsection (c) above during the Election Window.  Elections by  Eligible Participants are irrevocable as of the Program Annuity Starting Date. An Eligible  Participant’s election shall be made in such form and in such manner as the Administrator  shall prescribe, consistent, other than with regard to the election period provided under  this Section, with the spousal consent, notice, and election requirements otherwise  provided in the Plan and in accordance with Code Sections 401(a)(11) and 417 with  respect to benefit commencement and the selection of the applicable form of payment.  An Eligible Participant is not required to elect to commence benefits under the Program.   If an Eligible Participant does not make a benefit payment election under the Program  during the Election Window or does not survive to the Program Annuity Starting Date,  then the special payment options available under the Program will no longer be available,  and the Participant’s vested Plan benefit will continue to be distributable in accordance  with the otherwise applicable terms of the Plan.  (e) Calculation of Immediate Annuity Benefit. If an Eligible Participant elects  to receive payment of his or her vested benefit in the form of an immediate monthly  annuity, then the annuity shall be the actuarial equivalent of the Distributable Benefit  Amount, calculated using the normal Actuarial Equivalent factors otherwise specified  under the Plan for converting one form of periodic payment to another.  (f) Death Before Payment. If an Eligible Participant who has elected a  distribution under subsection (c) dies before the Program Annuity Starting Date, then the  election shall be null and void and the only benefits payable will be in accordance with  





 






27  4841-1404-2944.2  the otherwise applicable terms of the Plan.  If an Eligible Participant has elected to  receive a distribution under subsection (c) in the form of an annuity and the contingent  annuitant dies before the Program Annuity Starting Date, then the Eligible Participant’s  election to participate in the Program shall be null and void and the Eligible Participant  will only be eligible to receive his or her benefit in accordance with the otherwise  applicable terms of the Plan.   An Eligible Participant whose contingent annuitant dies  before the end of the Election Window shall be permitted to re-submit a new election  before the end of the Election Window.  (g) Lump Sum Amount of Less than $5,000.  Notwithstanding anything  herein to the contrary, if an Eligible Participant’s Lump Sum Amount is less than $5,000,  then the Administrator will distribute such amount in a lump sum to the Eligible  Participant on the Program Annuity Starting Date (or as soon as administratively feasible  thereafter).  If the Lump Sum Amount of a mandatory distribution under this subsection  (g) is greater than $1,000, and the Eligible Participant does not elect to have such  distribution paid directly to an “eligible retirement plan” specified by the Eligible  Participant in a direct rollover or to receive the distribution directly, then the  Administrator will make the distribution in a direct rollover to an individual retirement  account designated by the Administrator. No immediate annuity option is available to an  Eligible Participant whose Lump Sum Amount is less than $5,000.  





 






28  4841-1404-2944.2  ARTICLE IV. ADMINISTRATION  Section 4.01. Administrator.  The Plan shall be administered by the Retirement  Plan Committee whose members are appointed by the Chief Executive Officer of the Company  and serving at its pleasure.  Members of the Retirement Plan Committee may, but need not, be an  officer, director or employee of the Company or an Affiliate.  If a member of the Retirement  Plan Committee is an employee of the Company or any Affiliate, upon such termination of  employment the individual shall be deemed to have resigned from the committee.  Any vacancy  in the Retirement Plan Committee, whether caused by death, resignation, removal or other cause,  shall be filled by the Chief Executive Officer of the Company.  Section 4.02. Responsibility and Authority of the Administrator.  The  Administrator shall be the administrator of the Plan for all purposes of ERISA and, subject to the  provisions of the Plan, shall have all discretionary authority that is necessary and appropriate to  carry out its duties as such.  The duties and authority of the Administrator shall include, but shall  not be limited to, the following, and shall be exercised by the Administrator in its discretion:  (a) Interpret and apply all provisions of the Plan, including without limitation,  the power to determine who is a Participant in the Plan, and the amount of Benefit Service and  Vesting Service for each such Participant;  (b) Formulate, issue and apply rules and regulations which are consistent with  the terms and provisions of the Plan and the requirements of applicable law;  (c) Make appropriate determinations and calculations and direct payment of  benefits accordingly;  (d) Prescribe and require the use of appropriate forms;  (e) Prepare all reports which may be required by law; and  (f) Inform any qualified funding agent of anticipated contributions and  benefit payments in order to aid in the establishment of an investment policy with respect to the  assets of the Plan.  The Administrator shall exercise such authority in a manner consistent with the provisions of the  Plan and so that employees in like circumstances are treated similarly.  All determinations made by the Administrator pursuant to its discretionary  authority shall be final and binding on all parties unless arbitrary and capricious.  Section 4.03. Procedure.  The Administrator may adopt in writing such bylaws,  procedures and operating rules as the Administrator may deem appropriate.  Section 4.04. Delegation of Duties and Responsibilities.  The Administrator may  delegate to such other person(s) as the Administrator deems appropriate any duties or  responsibilities, subject to the Administrator’s direction and supervision and with the express  





 






29  4841-1404-2944.2  condition that the Administrator retains full and exclusive authority over and responsibility for  any activities of such other person.  Section 4.05. Use of Professional Services.  The Administrator may obtain the  services of such attorneys, actuaries, accountants or other persons the Administrator may deem  appropriate, any of whom may be the same persons who are providing services to the Company.   In any case in which the Administrator utilizes such services, the Administrator shall retain  exclusive discretion, authority and control respecting the administration and operation of the  Plan.  Section 4.06. Fees and Expenses.  An Administrator who is an employee of the  Company shall serve without compensation but shall be reimbursed for all reasonable expenses  incurred in his or her capacity as Administrator.  Compensation for services and expenses may  be paid in whole or in part by the Company, but to the extent that they are not paid by the  Company, such compensation shall be paid out of the Plan assets.  Section 4.07. Claims Procedure.  (a) Claims.  The Administrator shall make all determinations as to the right of  any person to a benefit under the Plan.  Any Participant, Spouse or other Beneficiary under this  Plan who believes that a benefit has been denied him or her hereunder (including, but not limited  to, the belief that the amount or form of payment is incorrect or that payment was made to the  incorrect beneficiary), who desires to determine or clarify his or her rights to future benefits  hereunder (including, but not limited to, any questions relating to the vesting schedules, break in  service rules, or a Participant’s beneficiary designation), or who believes an operational error has  occurred affecting his or her benefit hereunder (a “claimant”) must file, or have his or her duly  authorized representative file, a claim with the Administrator under this Section.  Any such claim  must be filed in writing stating the nature of the claim, the facts supporting the claim, the amount  claimed, and the name and address of the claimant.  The claim must be filed within one hundred  eighty (180) days of the date the claimant knew (or should have known with reasonable  diligence) of the existence of the facts giving rise to the claim.  Any claim filed after such date  shall be considered untimely.  The Administrator or its designee shall consider the claim and answer it in writing  stating whether the claim is granted or denied.  A determination of the claim shall be made  within ninety (90) days of receipt, provided that if, due to circumstances beyond the control of  the claim reviewer, an extension of time is needed to consider the claim, the claim reviewer shall  have up to one hundred eighty (180) days to consider the claim if the claim reviewer provides  written notice of the extension, the reasons therefor and the expected date of determination to the  claimant prior to the end of the original 90-day period.  Notwithstanding the foregoing, for  disability benefit claims, the determination shall be made within forty-five (45) days after the  Administrator’s receipt of the claim; provided that if, due to circumstances beyond the control of  the claim reviewer, an extension of time is necessary to consider the claim, the claim reviewer  shall have an additional thirty (30) days to consider the claim if the claim reviewer provides  written notice of the extension to the claimant before the end of the initial 45-day period; and  further provided that if, due to circumstances beyond the control of the claim reviewer, a further  extension of time is necessary to consider the claim, the claim reviewer shall have a second thirty  





 






30  4841-1404-2944.2  (30) day extension if the claim reviewer provides written notice to the claimant before the end of  the first 30-day extension.  In the case of any extension outlined in the preceding sentence, the  notice of extension shall include (i) an explanation for the circumstances requiring the extension,  (ii) the date by which the reviewer expects to render a decision, (iii) an explanation of the  standards upon which the entitlement to benefits is based, (iv) the unresolved issues preventing a  decision on the claim, and (v) the additional information needed to resolve those issues (the  claimant shall be afforded at least forty-five (45) days within which to provide the specified  information, during which time, the period for making the benefit determination will be tolled).  If the claim is denied in whole or in part, the claimant shall be furnished with a  written notice of such denial containing (i) the specific reason(s) for the denial, (ii) a specific  reference to the Plan provisions on which the denial is based, (iii) a description of any additional  material or information which it is necessary for the claimant to submit and an explanation of  why such material or information is necessary, and (iv) an explanation of the Plan’s appeal  procedure, including the claimant’s right to bring a suit under ERISA Section 502(a) following  an adverse decision on appeal.  (b) Appeals.  If a claimant wishes to appeal the denial of his or her claim, he  or she must mail a written notice of appeal to the Administrator certified, return receipt requested  within sixty (60) days (180 days for disability benefit claims) of his or her receipt of the written  denial.  In order that the Administrator may expeditiously decide such appeal, the written notice  of appeal should contain (i) a statement of the ground(s) for the appeal, (ii) a specific reference to  the Plan provisions on which the appeal is based, (iii) a statement of the argument(s) and  authority, (if any), supporting each ground for the appeal, and (iv) any other pertinent documents  or comments which the appellant desires to submit in support of his or her appeal.  The Administrator shall decide the claimant’s appeal within sixty (60) days of  receipt of the appeal; provided that, if due to circumstances beyond the Administrator’s control,  an extension of time is necessary in order to review the appeal, the Administrator shall have up  to one-hundred twenty (120) days to consider the appeal of the Administrator provides written  notice of the extension, the reason therefore and the expected date of determination to the  claimant prior to end of the original 60-day period.  Notwithstanding the foregoing, for disability  benefit claims the appellant’s appeal shall be decided within forty-five (45) days of the receipt of  the appeal; provided that, if due to circumstances beyond the Administrator’s control, an  extension of time is necessary in order to review the appeal, the Administrator shall have an  additional forty-five (45) days to consider the appeal if the Administrator provides, prior to the  termination of the initial forty-five (45) days, written notice to the claimant of such extension,  the reason therefor, and the expected date of determination.  Furthermore, the Administrator shall  adhere to the following guidelines when deciding appeals of disability benefit claims:  (i) the  Administrator shall not afford deference to the initial adverse benefit determination, (ii) if the  initial adverse benefit determination was based in whole or in part on a medical judgment, the  Administrator shall consult with a health care professional who has appropriate training and  experience in the field of medicine involved in the medical judgment, (iii) the Administrator  shall provide for the identification of the medical or vocational experts whose advice was  obtained in connection with the adverse benefit determination, regardless of whether such advice  was relied upon, and (iv) any health care professional consulted for the appeal shall not be the  same health care professional consulted in the initial determination nor the subordinate of such  





 






31  4841-1404-2944.2  individual.  If the appeal is denied in whole or in part, the Administrator shall provide the  claimant with written notice of the denial which shall contain:  (i) the reasons for the decision  and reference to the Plan provisions on which the decision is based; (ii) a statement that the  claimant is entitled to receive, upon request and free of charge, reasonable access to and copies  of all documents, records and other information relevant to the claimant’s claim; and (iii) a  statement of the claimant’s right to bring a civil action under ERISA Section 502(a).  If the  claimant fails to receive a written notice before the end of the applicable period, the claim shall  be deemed denied upon review.  (c) Limitations on Actions.  No claimant may commence a legal action or  proceeding for benefits until after the claims and appeals procedures of this section have been  exhausted and in no event after the earlier of (i) one hundred eighty (180) days after the claimant  receives, or is deemed to receive, notice of a denial of his or her claim upon review under  subsection (b), or (ii) the expiration of the applicable statute of limitations under applicable  federal law.  Section 4.08. Communications.  All requests, claims, appeals, elections and  other communications to the Administrator shall be in writing and shall be made by transmitting  the same via the U.S. Mail, certified, return receipt requested, addressed as follows:  Regal Beloit America, Inc.  200 State Street  Beloit, Wisconsin 53511  Attention:  Retirement Plan Committee  Section 4.09. Agent for Service of Process.  The Administrator is an agent for  service of legal process with respect to matters pertaining to the Plan.  





 






32  4841-1404-2944.2  ARTICLE V. CONTRIBUTIONS AND FUNDING POLICY  Section 5.01. Company Contribution.  The Company shall make annual  contributions which are at least equal to the minimum funding requirements prescribed by  ERISA and the Code, unless a funding waiver is approved.  The Company may make annual  contributions at a rate greater than that required by ERISA and the Code, but nothing herein shall  be interpreted to require the Company to contribute to the Plan at a rate greater than the  minimum prescribed by ERISA and the Code or to make any contributions following the  termination of the Plan, except and then only to the extent that ERISA or the Code may  specifically provide otherwise.  All contributions made to the Plan and all assets held for  investment under the Plan (and earnings thereon) shall be held in trust with a trustee appointed  by the Administrator.  Section 5.02. Funding Policy.  The funding policy of the Plan shall be as  follows:  (a) Benefits under the Plan shall be funded under a funding method  recommended by the actuary and shall be provided solely by means of Company contributions  plus the earnings from the investment of Plan assets.  The Administrator may authorize the  trustee to commingle and invest the assets accumulated under this Plan with the assets of any  other plan qualified under Code Section 401(a).  (b) Company contributions allocated to the Plan shall be invested in a manner  consistent with the investment objectives determined by the Administrator.  In establishing and  implementing the investment objectives of the Plan, the Administrator shall consider the  actuarial assumptions established by the actuary.  The Administrator shall communicate its  investment objectives and funding policy to any investment managers it selects.  Section 5.03. Exclusive Benefit.  All contributions made under the Plan shall be  paid to the trust and all property and funds of the trust allocable to the Plan, including income  from investments and from all other sources, shall be managed solely in the interest of  Participants, Spouses and Beneficiaries and for the exclusive purpose of:  (a) providing benefits to Participants, Spouses and Beneficiaries; and  (b) defraying reasonable expenses of administering the Plan.  





 






33  4841-1404-2944.2  ARTICLE VI. AMENDMENT AND TERMINATION  Section 6.01. Amendment.  Subject to the terms of any applicable bargaining  agreement, the Company shall have the right, by action of its officers, to modify, alter or amend  the Plan at any time and in any manner which does not cause any part of the assets of the Plan to  be used for, or diverted to, any purpose other than the exclusive benefit of the Participants,  Spouses or Beneficiaries.  Such amendment may be retroactively effective to the extent  determined by the Company to correct an operational error, to correct a drafting error, to supply  an omission or clarify an ambiguity, or to implement a change that is permitted by law to be  retroactively adopted, even if such amendment adversely affects the rights of a Participant or  other individual with an interest under the Plan.  Section 6.02. Termination.  Subject to the terms of any applicable bargaining  agreement, (a) the Company shall have the right to terminate the Plan, in whole or in part, by  action of the Board and (b) an Employer may terminate its participation in the Plan by action of  its board of directors.  Section 6.03. Priorities Upon Termination.  Upon complete termination of the  Plan or upon partial termination of the Plan, the accrued benefit of each Participant affected by  such termination or partial termination shall become fully vested to the extent then funded.  In  the event of a complete termination, the assets allocable to the Plan or to the portion of the Plan  terminated, shall be liquidated (after provision is made for the expenses of liquidation) by the  payment or provision for the payment of benefits in the manner determined by the Administrator  pursuant to ERISA and the Code.  Notwithstanding any other provision herein to the contrary, a  Participant shall have no recourse toward satisfaction of any benefit from other than the Plan  assets allocable to the termination or from the Pension Benefit Guaranty Corporation.  Section 6.04. Non-Reversion of Assets.  In no event shall the Employers receive  any amount from the Plan, except that, (a) upon termination of the Plan, and notwithstanding any  other provision therein or herein, the Employers shall receive such amounts, if any, as may  remain after the satisfaction of all liabilities of the Plan and arising out of any variations between  actual requirements and expected actuarial requirements, (b) to the extent that any contributions  hereunder are made by a mistake of fact, such amount may, at the request of the Administrator,  be returned within one (1) year after it is made, and (c) all contributions hereto being hereby  expressly conditioned on the deductibility of the contribution under Code Section 404, to the  extent such deduction is disallowed it may, at the request of the Administrator, be returned  within one (1) year after the disallowance of such deduction.  





 






34  4841-1404-2944.2  ARTICLE VII. GENERAL PROVISIONS  Section 7.01. Participants to Furnish Information.  Each Participant or other  person entitled to benefits under the Plan shall furnish to the Administrator such evidence, data  or information as the Administrator considers necessary or desirable in order to properly  administer the Plan.  Section 7.02. Non-Guarantee of Employment or Other Benefits.  Neither the  establishment of the Plan, nor any modification or amendment hereof, nor the payment of  benefits hereunder shall be construed as giving any Participant or other person whomsoever any  legal or equitable right against the Employers, the Board, the Administrator, or the trustee, or the  right to payment of any benefits hereunder (unless the same shall be specifically provided herein)  or as giving any Employee the right to be retained in the service of the Employers or the  Affiliates.  Section 7.03. Responsibility for Co-Fiduciaries.  Neither the Company, the  Board, the Administrator nor any other person or corporation guarantees the Plan in any manner  against loss or depreciation of assets, and they shall not be liable for any act or failure to act  unless such is a breach of fiduciary duty under ERISA.  The Company, the members of the  Board, and the trustee shall not be responsible for any act or failure to act of the Administrator  except as may be otherwise specifically provided under ERISA.  The Administrator and the  trustee shall not be responsible for any act or failure to act of the Company, or the Board, except  as may be otherwise specifically provided under ERISA.  The Company, the Board, and the  Administrator shall not be responsible for any act or failure to act of the trustee, except as may  be otherwise specifically provided under ERISA.  Section 7.04. Mergers, Consolidations and Transfers of Plan Assets.  In the case  of any merger, consolidation with, or transfer of assets or liabilities to any other plan, each  Participant must be entitled (if the Plan then terminated) to receive a benefit immediately after  the merger, consolidation, or transfer which is equal to or greater than the benefit he or she  would have been entitled to receive immediately before the merger, consolidation, or transfer (if  the Plan then terminated) pursuant to the requirements of ERISA and the Code.  Notwithstanding the foregoing, in the event the Plan terminates or there is a  spinoff of part of the Plan (in excess of the 3 percent of the plan assets permitted under Treasury  Regulation Section 1.414(1) 1(n)(2)) within five years following the date of any merger of  another plan into this Plan, and if the sum of the assets of this Plan after any such merger was  less than the sum of the present values of the accrued benefits (whether or not vested) of both  plans on a termination basis on the merger date, then a special schedule of benefits shall be  created from the necessary (as identified by an enrolled actuary) data maintained by the  Administrator and shall be inserted in and modify the allocation priorities set forth above in this  Section at the time of such termination or spinoff in accordance with Treasury Regulation  Sections 1.414(1) 1(e-j) and any applicable regulations of the Pension Benefit Guaranty  Corporation.  Further, following the merger of the Predecessor Plans with and into this Plan  effective December 31, 2012, there shall be established a schedule showing, with respect to the  





 






35  4841-1404-2944.2  Participants in each of the Predecessor Plans as of the date immediately preceding the merger,  the accrued benefit of each Participant as of such date, the amount of assets in each of the  Predecessor Plans which would have been allocated in satisfaction of such benefits if all such  plans had terminated on such date, and such other information as may be necessary to comply  with applicable regulations under Code Section 414(l).  In lieu of actually establishing such a  schedule, the Company may maintain records sufficient to enable such a schedule to be  established in the event of the termination, partial termination, or spin-off of assets of the Plan  within the five-year period following the applicable merger.  In the event the Plan is terminated or assets are spun-off, in whole or in part,  within the five year period following any such merger, then to the extent required under Code  Section 414(l), the assets of the Plan shall be allocated among Participants in accordance with the  priorities established under Section 4044 of ERISA, as modified in accordance with Section  1.414(l)-1 of the Income Tax Regulations.  Section 7.05. Spendthrift Clause.  No Participant, former Participant, Spouse, or  Beneficiary entitled to benefits hereunder shall have the right to transfer, assign, alienate,  anticipate, pledge or encumber any part of such benefits, nor shall such benefits, or any part of  the Plan assets or any contract from which such benefits are payable, be subject to seizure by  legal process by any creditor of such Participant, former Participant, Spouse, or Beneficiary.  In  the event that such Participant or other person entitled to such benefits, or such creditor thereof,  requests a division as hereinabove described, of any such benefit, the Administrator may, in its  discretion, direct the trustee to pay over to or apply on the behalf of such Participant, former  Participant, Spouse, or Beneficiary, all or any part of such benefits to which such person would  otherwise have been entitled hereunder.  Notwithstanding the foregoing, the Administrator shall  recognize a qualified domestic relations order with respect to child support, alimony payments,  or marital property rights if such order contains sufficient information for the Administrator to  determine that it meets the applicable requirements of Code Section 414(p).  The Administrator  shall establish written procedures concerning the notification of interested parties and the  determination of the validity of such orders, which procedures may include, on a uniform and  nondiscriminatory basis, rules providing for the distribution of nonforfeitable benefits to the  alternate payee at an earlier time than benefits might otherwise be available to the Participant.   However, such procedures may not permit distribution be made to the alternate payee in a  payment form otherwise not available under the Plan.  Notwithstanding the foregoing, a Participant’s benefit hereunder may be fully  offset by the amount awarded the Plan in accordance with ERISA Section 206(d)(4).  Section 7.06. Restriction on Highly Compensated Participants’ and Former  Participants’ Benefits.  (a) Restriction of Benefits.  Notwithstanding any provision in the Plan to the  contrary, in the event the Plan is terminated, to the extent required by law the benefit of any  Participant or former Participant who is a highly compensated employee or highly compensated  former employee within the meaning of Code Section 414(4) shall be limited to a benefit that is  nondiscriminatory under Code Section 401(a)(4).  





 






36  4841-1404-2944.2  (b) Restriction on Distributions.  Notwithstanding any provision in the Plan to  the contrary, the annual payments from the Plan to a Participant or former Participant described  in subsection (c) below shall not exceed an amount equal to the payments which would have  been made on behalf of such Participant or former Participant under a single life annuity which is  the actuarial equivalent of the sum of his or her  Accrued Benefit and other benefits under the  Plan.  (c) Participants and Former Participants Subject to Restriction.  The  Participants or former Participants who are affected by the restriction in subsection (b) above in  any one (1) year are limited to the twenty-five (25) highly compensated employees or highly  compensated former employees of the Company as defined in Code Section 414(q) with the  greatest compensation.  The Company reserves the right to amend this subsection (c) at any time.  (d) Restrictions Not Applicable.  The restrictions of subsection (b) shall not  apply if:  (i) After payment to a Participant or former Participant described in  subsection (c) above of all benefits, the value of Plan assets  equals or exceeds one hundred ten percent (110%) of the value of  the Plan’s current liabilities, as defined in Code Section  412(1)(7); or  (ii) The value of the benefits for a Participant or former Participant  described in subsection (c) above is less than one percent (1%) of  the value of the Plan’s current liabilities, as defined in Code  Section 412(1)(7).  For purposes of this subsection (d), the term “benefits” shall include any periodic  income, any withdrawal values payable to a living Participant or former Participant, and any  death benefits not provided for by insurance on the Participant’s or former Participant’s life.  Section 7.07. Maximum Benefit.  (a) The Plan is subject to the limitations on benefits and contributions  imposed by Code Section 415 which are incorporated herein by this reference, including the  definition of “compensation” in Code Section 415(c)(3).  Specifically, no annual benefit (as  defined in Code Section 415) or distribution under this Plan shall accrue or be made that would  exceed the limitations of Code Section 415, as such limits are adjusted from time to time.  The  limitation year shall be the Plan Year.  (b) For purposes of this Section 7.07 and the application of the Code Section  415 limitations, “compensation” for a terminated Participant shall include all of the following if  such payments are made by the later of 21⁄2 months after severance from employment or the end  of the limitation year that includes the date of severance from employment:  (i) regular compensation for services during the employee’s regular  working hours, or compensation for services outside the  employee’s regular working hours (such as overtime or shift  





 






37  4841-1404-2944.2  differential), commissions, bonuses, or other similar payments if  any of such payments would have been paid to the employee  prior to severance from employment if the employee had  continued in employment with the Company or an Affiliate;  (ii) payment for unused accrued bona fide sick, vacation or other  leave, but only if the employee would have been able to use the  leave if employment had continued; and  (iii) payments received from a nonqualified unfunded deferred  compensation plan, but only if the payment would have been  paid to the employee at the same time if the employee had  continued in employment with the Company or an Affiliate and  only to the extent the payment is includible in the employee’s  gross income.  No other post-severance compensation shall be included.  In addition, compensation in excess of  the limit in effect under Code Section 401(a)(17) for the limitation year shall not be considered.  (c) In the event that there are multiple defined benefit pension plans in which  a Participant participates, the following order shall determine the manner in which benefits are  restricted in order to satisfy these requirements:  benefits shall first be reduced under the defined  benefit pension plan in which the Participant’s accrued benefit is smaller to the extent necessary,  and then shall be reduced under the other defined benefit pension plan, to the extent necessary.  Section 7.08. Successors and Assigns.  The Plan shall be binding upon the  successors and assigns of the Company.  Section 7.09. Wisconsin Law Applies.  The Plan shall be construed and its  validity determined according to the laws of the state of Wisconsin to the extent not preempted  or superseded by ERISA or applicable federal law.  In case any provision of the Plan shall be  held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining  parts of the Plan, but the Plan shall be construed and enforced as if said illegal and invalid  provisions had never been inserted herein.  Section 7.10. Top-Heavy Restrictions.  (a) Notwithstanding any provision to the contrary herein, in accordance with  Code Section 416, if the Plan is a top-heavy plan for any Plan Year, then the provisions of this  Section shall be applicable.  The Plan is “top-heavy” for a Plan Year if as of the last day of the  preceding Plan Year (the Plan’s “determination date”), the total present value of the accrued  benefits of key employees (as defined in Code Section 416(i)(1) and applicable regulations)  exceeds sixty percent (60%) of the total present value of the accrued benefits of all employees  under the Plan (excluding those of former key employees) (as such amounts are computed  pursuant to Section 416(g) and applicable regulations using the interest and actuarial  assumptions used for the actuarial funding report for the valuation date or, if none, the  immediately preceding report) unless the Plan can be aggregated with other plans maintained by  the applicable controlled group in either a permissive or required aggregation group and such  





 






38  4841-1404-2944.2  group as a whole is not top-heavy.  In addition, the Plan is top-heavy if it is part of a required  aggregation group which is top-heavy.  Any plan of a controlled group may be included in a  permissive aggregation group as long as together they satisfy the Code Sections 401(a)(4) or 410  discrimination requirements.  The present values of aggregated plans are determined separately  as of each plan’s determination date and the results aggregated for the determination dates which  fall in the same calendar year.  A “controlled group” for purposes of this Section includes any  group of employers aggregated pursuant to Code Sections 414(b), (c) or (m).  The calculation of  the present value shall be done as of a valuation date which for a defined contribution plan is the  determination date and for a defined benefit plan is the date as of which funding calculations are  generally made within the twelve (12) month period ending on the determination date.  In  addition, the present values of accrued benefits and the amounts of account balances of an  employee as of the determination date shall be increased by the distributions made with respect  to the employee under the Plan and any plan aggregated with the Plan under Code Section  416(g)(2) during the 1-year period ending on the determination date.  The preceding sentence  shall also apply to distributions under a terminated plan which, had it not been terminated, would  have been aggregated with the Plan under Code Section 416(g)(2)(A)(i).  In the case of a  distribution made for a reason other than severance from employment, death, or disability, this  provision shall be applied by substituting “5-year period” for “1-year period.”  Finally, for  purposes of this Section 7.10(a), the accrued benefits and accounts of any individual who has not  performed services for the employer during the 1-year period ending on the determination date  shall not be taken into account.  (b) If the Plan is top-heavy in a Plan Year, the maximum annual  compensation utilized herein for any employee for such year shall be two hundred thousand  dollars ($200,000) (or such higher amount permitted pursuant to applicable regulations due to  cost of living increases), provided that no benefit accrued as of the determination date shall be  diminished on account of this provision.  (c) If the Plan is top-heavy in a Plan Year, the vesting schedule shall  automatically be amended for any employee employed on the first day of such year or thereafter  so that the vested percentage for employer-derived benefits is equal to the greater of the vesting  provided under other provisions of the Plan or the following schedule:  Years of Service Nonforfeitable Percentage     1 0%  2 20%  3 40%  4 60%  5 80%  6 or more 100%     where “years of service” means the years credited for vesting purposes under the Plan or, if  greater, the years required to be counted under Code Section 411 and applicable regulations  thereto.  If the Plan thereafter ceases to be top-heavy for a Plan Year, the vesting schedule above  shall be disregarded and the original schedule applied, except with respect to any Participant  with five (5) or more years of service and except that no Participant’s vested percentage as of the  





 






39  4841-1404-2944.2  end of the prior year shall be decreased.  Any non-vested Participant who acquires a vested  interest in the employer-derived benefit by operation of the amended vesting schedule shall not  be subject thereafter to a cancellation of service.  Notwithstanding anything in this Section to the  contrary, the amendment of the vesting schedule pursuant to this subsection shall not affect the  calculation of benefit amounts or the determination of benefit commencement dates hereunder.  (d) If a defined benefit plan is top-heavy in a Plan Year and no defined  contribution plan is maintained, the employer-derived accrued benefit on a life only basis  commencing at the normal retirement age of each non-key employee shall be at least equal to a  percentage of the highest average compensation for five (5) consecutive years, excluding any  years after such Plan permanently ceases to be top-heavy, such percentage being the lesser of (i)  twenty percent (20%) or (ii) two percent (2%) times the years of service after December 31,  1983, in which a Plan Year ends in which a Plan is top-heavy.  For purposes of this Section  7.10(d), in determining years of service, any service with the Employer shall be disregarded to  the extent such service occurs during a Plan Year when the Plan benefits (within the meaning of  Code Section 410(b)) no key employees or former key employees.  If the controlled group  maintains both a defined contribution plan and a defined benefit plan which cover the same non- key employee, such employee will only be entitled to the defined benefit plan minimum.  Section 7.11. Restrictions Related to Plan Funding.  (a) Limitations Applicable If the Plan’s AFTAP Is Less Than 80 Percent, But  Not Less Than 60 Percent.  Notwithstanding any other provisions of the Plan, if the Plan’s  adjusted funding target attainment percentage for a Plan Year is less than 80 percent (or would  be less than 80 percent to the extent described in subsection (a)(ii) below) but is not less than 60  percent, then the limitations set forth in this subsection (a) apply.  (i) 50 Percent Limitation on Single Sum Payments, Other  Accelerated Forms of Distribution, and Other Prohibited  Payments.  A Participant or beneficiary is not permitted to elect,  and the Plan shall not pay, a single sum payment or other  optional form of benefit that includes a prohibited payment with  an annuity starting date (as defined in subsection (h) hereof) on  or after the applicable section 436 measurement date, and the  Plan shall not make any payment for the purchase of an  irrevocable commitment from an insurer to pay benefits or any  other payment or transfer that is a prohibited payment, unless the  present value of the portion of the benefit that is being paid in a  prohibited payment does not exceed the lesser of:  (A) 50 percent of the present value of the benefit payable in the  optional form of benefit that includes the prohibited  payment; or  (B) 100 percent of the PBGC maximum benefit guarantee  amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the  Treasury Regulations).  





 






40  4841-1404-2944.2  The limitation set forth in this subsection (a)(i) does not apply to  any payment of a benefit which under Code Section 411(a)(11)  may be immediately distributed without the consent of the  Participant.  If an optional form of benefit that is otherwise  available under the terms of the Plan is not available to a  Participant or beneficiary as of the annuity starting date because of  the application of the requirements of this subsection (a)(i), the  Participant or beneficiary is permitted to elect to bifurcate the  benefit into unrestricted and restricted portions (as described in  Section 1.436-1(d)(3)(iii)(D) of the Treasury Regulations).  The  Participant or beneficiary may also elect any other optional form of  benefit otherwise available under the Plan at that annuity starting  date that would satisfy the 50 percent/PBGC maximum benefit  guarantee amount limitation described in this subsection (a)(i), or  may elect to defer the benefit in accordance with any general right  to defer commencement of benefits under the Plan.  (ii) Plan Amendments Increasing Liability for Benefits.  No  amendment to the Plan that has the effect of increasing liabilities  of the Plan by reason of increases in benefits, establishment of new  benefits, changing the rate of benefit accrual, or changing the rate  at which benefits become nonforfeitable shall take effect in a Plan  Year if the adjusted funding target attainment percentage for the  Plan Year is:  (A) Less than 80 percent; or  (B) 80 percent or more, but would be less than 80 percent if the  benefits attributable to the amendment were taken into  account in determining the adjusted funding target  attainment percentage.  The limitation set forth in this subsection (a)(ii) does not apply to  any amendment to the Plan that provides a benefit increase under a  Plan formula that is not based on compensation, provided that the  rate of such increase does not exceed the contemporaneous rate of  increase in the average wages of Participants covered by the  amendment.  (b) Limitations Applicable If the Plan’s AFTAP Is Less Than 60 Percent.   Notwithstanding any other provisions of the Plan, if the Plan’s adjusted funding target attainment  percentage for a Plan Year is less than 60 percent (or would be less than 60 percent to the extent  described in subsection (b)(ii) below), then the limitations in this subsection (b) apply.  (i) Single Sums, Other Accelerated Forms of Distribution, and Other  Prohibited Payments Not Permitted.  A Participant or beneficiary is  not permitted to elect, and the Plan shall not pay, a single sum  





 






41  4841-1404-2944.2  payment or other optional form of benefit that includes a  prohibited payment with an annuity starting date on or after the  applicable section 436 measurement date, and the Plan shall not  make any payment for the purchase of an irrevocable commitment  from an insurer to pay benefits or any other payment or transfer  that is a prohibited payment.  The limitation set forth in this  subsection (b)(i) does not apply to any payment of a benefit which  under Code Section 411(a)(11) may be immediately distributed  without the consent of the Participant.  (ii) Shutdown Benefits and Other Unpredictable Contingent Event  Benefits Not Permitted to Be Paid.  An unpredictable contingent  event benefit with respect to an unpredictable contingent event  occurring during a Plan Year shall not be paid if the adjusted  funding target attainment percentage for the Plan Year is:  (A) Less than 60 percent; or  (B) 60 percent or more, but would be less than 60 percent if the  adjusted funding target attainment percentage were  redetermined applying an actuarial assumption that the  likelihood of occurrence of the unpredictable contingent  event during the Plan Year is 100 percent.  (iii) Benefit Accruals Frozen.  Benefit accruals under the Plan shall  cease as of the applicable section 436 measurement date.  In  addition, if the Plan is required to cease benefit accruals under this  subsection (b)(iii), then the Plan is not permitted to be amended in  a manner that would increase the liabilities of the Plan by reason of  an increase in benefits or establishment of new benefits.  (c) Limitations Applicable If the Plan Sponsor Is In Bankruptcy.   Notwithstanding any other provisions of the Plan, a Participant or beneficiary is not permitted to  elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that  includes a prohibited payment with an annuity starting date that occurs during any period in  which the Plan sponsor is a debtor in a case under title 11, United States Code, or similar Federal  or State law, except for payments made within a Plan Year with an annuity starting date that  occurs on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s adjusted  funding target attainment percentage for that Plan Year is not less than 100 percent.  In addition,  during such period in which the Plan sponsor is a debtor, the Plan shall not make any payment  for the purchase of an irrevocable commitment from an insurer to pay benefits or any other  payment or transfer that is a prohibited payment, except for payments that occur on a date within  a Plan Year that is on or after the date on which the Plan’s enrolled actuary certifies that the  Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100  percent.  The limitation set forth in this subsection (c) does not apply to any payment of a benefit  which under Code Section 411(a)(11) may be immediately distributed without the consent of the  Participant.  





 






42  4841-1404-2944.2  (d) Provisions Applicable After Limitations Cease to Apply.  (i) Resumption of Prohibited Payments.  If a limitation on  prohibited payments under subsection (a)(i), subsection (b)(i), or  subsection (c) above applied to the Plan as of a section 436  measurement date, but that limit no longer applies to the Plan as  of a later section 436 measurement date, then that limitation does  not apply to benefits with annuity starting dates that are on or  after that later section 436 measurement date.  (ii) Resumption of Benefit Accruals.  If a limitation on benefit  accruals under subsection (b)(iii) above applied to the Plan as of  a section 436 measurement date, but that limitation no longer  applies to the Plan as of a later section 436 measurement date,  then benefit accruals shall resume prospectively and that  limitation does not apply to benefit accruals that are based on  service on or after that later section 436 measurement date,  except as otherwise provided under the Plan.  The Plan shall  comply with the rules relating to partial years of participation  and the prohibition on double proration under Department of  Labor regulation 29 CFR § 2530.204-2(c) and (d).  (iii) Shutdown and Other Unpredictable Contingent Event Benefits.   If an unpredictable contingent event benefit with respect to an  unpredictable contingent event that occurs during the Plan Year  is not permitted to be paid after the occurrence of the event  because of the limitation of subsection (b)(ii) above, but is  permitted to be paid later in the same Plan Year (as a result of  additional contributions or pursuant to the enrolled actuary’s  certification of the adjusted funding target attainment percentage  for the Plan Year that meets the requirements of Section 1.436- 1(g)(5)(ii)(B) of the Treasury Regulations), then that  unpredictable contingent event benefit shall be paid, retroactive  to the period that benefit would have been payable under the  terms of the Plan (determined without regard to subsection  (b)(ii)).  If the unpredictable contingent event benefit does not  become payable during the Plan Year in accordance with the  preceding sentence, then the Plan is treated as if it does not  provide for that benefit.  (iv) Treatment of Plan Amendments That Do Not Take Effect.  If a  Plan amendment does not take effect as of the effective date of  the amendment because of the limitation of subsection (a)(ii) or  subsection (b)(iii), but is permitted to take effect later in the same  Plan Year (as a result of additional contributions or pursuant to  the enrolled actuary’s certification of the adjusted funding target  attainment percentage for the Plan Year that meets the  





 






43  4841-1404-2944.2  requirements of Section 1.436-1(g)(5)(ii)(C) of the Treasury  Regulations), then the Plan amendment must automatically take  effect as of the first day of the Plan Year (or, if later, the original  effective date of the amendment).  If the Plan amendment cannot  take effect during the same Plan Year, then it shall be treated as  if it were never adopted, unless the Plan amendment provides  otherwise.  (e) Notice Requirement.  See Section 101(j) of ERISA for rules requiring the  Plan administrator of a single employer defined benefit pension plan to provide a written notice  to Participants and beneficiaries within 30 days after certain specified dates if the Plan has  become subject to a limitation described in subsection (a)(i), subsection (b), or subsection (c)  above.  (f) Methods to Avoid or Terminate Benefit Limitations.  See Code Section  436(b)(2), (c)(2), (e)(2), and (f) and Section 1.436-1(f) of the Treasury Regulations for rules  relating to employer contributions and other methods to avoid or terminate the application of the  limitations set forth in subsections (a) through (c) for a Plan Year.  In general, the methods a Plan  sponsor may use to avoid or terminate one or more of the benefit limitations under subsections  (a) through (c) for a Plan Year include employer contributions and elections to increase the  amount of Plan assets which are taken into account in determining the adjusted funding target  attainment percentage, making an employer contribution that is specifically designated as a  current year contribution that is made to avoid or terminate application of certain of the benefit  limitations, or providing security to the Plan.  (g) Special Rules.  (i) Rules of Operation for Periods Prior to and After Certification of  Plan’s Adjusted Funding Target Attainment Percentage.  (A) In General.  Code Section 436(h) and Section 1.436-1(h) of  the Treasury Regulations set forth a series of presumptions  that apply (1) before the Plan’s enrolled actuary issues a  certification of the Plan’s adjusted funding target  attainment percentage for the Plan Year and (2) if the  Plan’s enrolled actuary does not issue a certification of the  Plan’s adjusted funding target attainment percentage for the  Plan Year before the first day of the 10th month of the Plan  Year (or if the Plan’s enrolled actuary issues a range  certification for the Plan Year pursuant to Section 1.436- 1(h)(4)(ii) of the Treasury Regulations but does not issue a  certification of the specific adjusted funding target  attainment percentage for the Plan by the last day of the  Plan Year).  For any period during which a presumption  under Code Section 436(h) and Section 1.436-1(h) of the  Treasury Regulations applies to the Plan, the limitations  under subsections (a) through (c) are applied to the Plan as  





 






44  4841-1404-2944.2  if the adjusted funding target attainment percentage for the  Plan Year were the presumed adjusted funding target  attainment percentage determined under the rules of Code  Section 436(h) and Section 1.436-1(h)(1), (2), or (3) of the  Treasury Regulations.  These presumptions are set forth in  subsection (g)(i)(B) though (D).  (B) Presumption of Continued Underfunding Beginning First  Day of Plan Year.  If a limitation under subsection (a), (b),  or (c) applied to the Plan on the last day of the preceding  Plan Year, then, commencing on the first day of the current  Plan Year and continuing until the Plan’s enrolled actuary  issues a certification of the adjusted funding target  attainment percentage for the Plan for the current Plan  Year, or, if earlier, the date subsection (g)(i)(C) or  subsection (g)(i)(D) applies to the Plan:  (1) The adjusted funding target attainment percentage  of the Plan for the current Plan Year is presumed to  be the adjusted funding target attainment percentage  in effect on the last day of the preceding Plan Year;  and  (2) The first day of the current Plan Year is a section  436 measurement date.  (C) Presumption of Underfunding Beginning First Day of 4th  Month.  If the Plan’s enrolled actuary has not issued a  certification of the adjusted funding target attainment  percentage for the Plan Year before the first day of the 4th  month of the Plan Year and the Plan’s adjusted funding  target attainment percentage for the preceding Plan Year  was either at least 60 percent but less than 70 percent or at  least 80 percent but less than 90 percent, or is described in  Section 1.436-1(h)(2)(ii) of the Treasury Regulations, then,  commencing on the first day of the 4th month of the current  Plan Year and continuing until the Plan’s enrolled actuary  issues a certification of the adjusted funding target  attainment percentage for the Plan for the current Plan  Year, or, if earlier, the date Section 7.11(g)(i)(D) applies to  the Plan:  (1) The adjusted funding target attainment percentage  of the Plan for the current Plan Year is presumed to  be the Plan’s adjusted funding target attainment  percentage for the preceding Plan Year reduced by  10 percentage points; and  





 






45  4841-1404-2944.2  (2) The first day of the 4th month of the current Plan  Year is a section 436 measurement date.  (D) Presumption of Underfunding On and After First Day of  10th Month.  If the Plan’s enrolled actuary has not issued a  certification of the adjusted funding target attainment  percentage for the Plan Year before the first day of the 10th  month of the Plan Year (or if the Plan’s enrolled actuary  has issued a range certification for the Plan Year pursuant  to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but  has not issued a certification of the specific adjusted  funding target attainment percentage for the Plan by the last  day of the Plan Year), then, commencing on the first day of  the 10th month of the current Plan Year and continuing  through the end of the Plan Year:  (1) The adjusted funding target attainment percentage  of the Plan for the current Plan Year is presumed to  be less than 60 percent; and  (2) The first day of the 10th month of the current Plan  Year is a section 436 measurement date.  (ii) New Plans, Plan Termination, Certain Frozen Plans, and Other  Special Rules.  (A) First 5 Plan Years.  The limitations in subsection (a)(ii),  subsection (b)(ii), and subsection (b)(iii) do not apply to a  new Plan for the first 5 Plan Years of the Plan, determined  under the rules of Code Section 436(i) and Section 1.436- 1(a)(3)(i) of the Treasury Regulations.  (B) Plan Termination.  The limitations on prohibited payments  in subsection (a)(i), subsection (b)(i), and subsection (c) do  not apply to prohibited payments that are made to carry out  the termination of the Plan in accordance with applicable  law.  Any other limitations under this section of the Plan do  not cease to apply as a result of termination of the Plan.  (C) Exception to Limitations on Prohibited Payments Under  Certain Frozen Plans.  The limitations on prohibited  payments set forth in subsections (a)(i), (b)(i), and (c) do  not apply for a Plan Year if the terms of the Plan, as in  effect for the period beginning on September 1, 2005, and  continuing through the end of the Plan Year, provide for no  benefit accruals with respect to any Participants.  This  Section (g)(ii)(C) shall cease to apply as of the date any  





 






46  4841-1404-2944.2  benefits accrue under the Plan or the date on which a Plan  amendment that increases benefits takes effect.  (D) Special Rules Relating to Unpredictable Contingent Event  Benefits and Plan Amendments Increasing Benefit  Liability.  During any period in which none of the  presumptions under subsection (g)(i) apply to the Plan and  the Plan’s enrolled actuary has not yet issued a certification  of the Plan’s adjusted funding target attainment percentage  for the Plan Year, the limitations under subsection (a)(ii)  and subsection (b)(ii) shall be based on the inclusive  presumed adjusted funding target attainment percentage for  the Plan, calculated in accordance with the rules of Section  1.436-1(g)(2)(iii) of the Treasury Regulations.  (iii) Special Rules Under PRA 2010.  (A) Payments Under Social Security Leveling Options.  For  purposes of determining whether the limitations under  subsection (a)(i) or (b)(i) apply to payments under a social  security leveling option, within the meaning of Code  Section 436(j)(3)(C)(i), the adjusted funding target  attainment percentage for a Plan Year shall be determined  in accordance with the “Special Rule for Certain Years”  under Code Section 436(j)(3) and any Treasury Regulations  or other published guidance thereunder issued by the  Internal Revenue Service.  (B) Limitation on Benefit Accruals.  For purposes of  determining whether the accrual limitation under  subsection (b)(iii) applies to the Plan, the adjusted funding  target attainment percentage for a Plan Year shall be  determined in accordance with the “Special Rule for  Certain Years” under Code Section 436(j)(3) (except as  provided under section 203(b) of the Preservation of  Access to Care for Medicare Beneficiaries and Pension  Relief Act of 2010, if applicable).  (iv) Interpretation of Provisions.  The limitations imposed by this  section of the Plan shall be interpreted and administered in  accordance with Code Section and Section 1.436-1 of the  Treasury Regulations.  (h) Definitions.  The definitions in the following Treasury Regulations apply  for purposes of subsections (a) through (g):  Section 1.436-1(j)(1) defining adjusted funding  target attainment percentage; Section 1.436-1(j)(2) defining annuity starting date; Section 1.436- 1(j)(6) defining prohibited payment; Section 1.436-1(j)(8) defining section 436 measurement  





 






47  4841-1404-2944.2  date; and Section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable  contingent event benefit.  Section 7.12. Military Leave Provisions.  (a) Death Benefits.  If a Participant dies while performing qualified military  service, the beneficiaries of such Participant shall be entitled to the additional death benefits, if  any (other than benefit accruals relating to the period of qualified military service) that would  have been available had the Participant resumed employment with the Company immediately  prior to the date of his or her death and thereafter terminated from employment as a result of  death.  For purposes of this Section, “qualified military service” is defined as service in the  uniformed services of the United States for which an individual has reemployment rights with  the Company under chapter 43 of title 38 of the United States Code.  (b) Differential Pay.  In accordance with the provisions of Code Section  414(u), during the period a Participant on military leave is receiving differential wage payments  (as defined in Code Section 3401(h)(2)), to the extent required by the Code, such Participant  shall be treated as remaining in the employment of the Company and such differential wage  payments shall be considered compensation for purposes of applying the provisions of the Code  to the Plan.  (c) Period of Absence.  Notwithstanding any provision of the Plan to the  contrary, contributions, benefits and service credit with respect to qualified military service will  be provided in accordance with Code Section 414(u).  For any period of absence for such  military service, Credited Service and Vesting Service shall in all instances be credited consistent  with the requirements of that provision.  In accordance with the provisions of Code Section  414(u), during the period a Participant on military leave is receiving differential wage payments  (as defined in Code Section 3401(h)(2)), to the extent required by the Code, such Participant  shall be treated as remaining in the employment of the Company and such differential wage  payments shall be considered compensation for purposes of applying the provisions of the Code  to the Plan.  





 






 





 






49  4841-1404-2944.2  APPENDIX 1  PARTICIPATING EMPLOYERS  Regal Beloit America, Inc.  • Previously:  RBC Manufacturing Corporation, Marathon Special Products  Corporation, and Regal Beloit EPC, Inc.  • Unico, Inc.  • Regal Beloit Logistics LLC    





 






  A-1  4841-1404-2944.2  PART A: SALARIED EMPLOYEES’ PENSION PLAN  Overview:  • Participation frozen effective December 31, 2005.  • Benefits frozen effective December 31, 2008 for Participants with less than 25 years of  Vesting Service on December 31, 2008.  





 






  A-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Actuarial Equivalent” shall be determined, for all purposes (except as  required by Code Section 417(e)), including for purposes of converting from one periodic form  of payment to another and different commencement dates for payment, and for determining the  value of a Profit Sharing Benefit pursuant to Sections 3.01(c) and 4.02(a) of this Part, using an  interest rate of seven percent (7%) per annum compounded annually and the 1971 Group  Annuity Table with an eighty percent (80%) male weighting and a twenty percent (20%) female  weighting.  (b) “Average Monthly Compensation” means a Participant’s total  compensation from the Affiliates paid during the sixty (60) consecutive calendar months during  which his or her compensation was highest within the one hundred twenty (120) calendar months  ending immediately prior to or coincidental with the Participant’s Severance from Service,  divided by sixty (60).  Months during which the Participant was not employed by an Affiliate  shall be disregarded.  In the event a Participant has less than sixty (60) applicable calendar  months of compensation, the total compensation for such months shall be divided by the number  of such months.  For purposes of this definition, “compensation” means a Participant’s total base  salary or wages from the Affiliates, before deductions and before salary or wage reductions  under any plan of an Affiliate intended to qualify under Code Sections 401(k) or 125, together  with any commissions, but exclusive of shift differential, bonuses, overtime, contributions on  behalf of such Participant to the Plan or any other employee benefit plan (as defined by ERISA)  other than as specified above, deferred compensation, imputed income due to life insurance  coverage, unused and/or accrued vacation pay, contest prizes, severance pay, and any other form  of additional remuneration and/or expense reimbursement which the Administrator, in its sole  discretion, determines not to be compensation hereunder.  The maximum annual compensation taken into account hereunder for purposes of  calculating any Participant’s Accrued Benefit (including the right to any optional benefit) and for  all other purposes under the Plan shall be $200,000 (or such higher amount permitted pursuant to  Code Section 401(a)(17)).  Compensation shall include compensation paid by General Electric Company and  its affiliates with respect to anyone who is given service credit under Section 2.05 of this Part by  reason of prior employment with such companies.  For purposes of determining a Participant’s Average Monthly Compensation, a  Participant with less than twenty-five (25) years of Vesting Service as of December 31, 2008  shall be treated as if his or her Severance from Service occurred on December 31, 2008.  





 






  A-3  4841-1404-2944.2  (c) “Benefit Service” means a Participant’s years of employment which are  credited pursuant to Section 2.03 of this Part and used in determining the amount of a  Participant’s benefits hereunder.  (d) “Covered Compensation” means the average of the taxable wage bases  under Section 230 of the Social Security Act for the thirty-five (35) calendar years ending with  the year a Participant attains social security retirement age (as determined under Code Section  415(b)(8) and the Regulations thereunder).  The taxable wage base for the current Plan Year and  each subsequent Plan Year is assumed to be the same as the taxable wage base in effect at the  beginning of the Plan Year for which Covered Compensation is being determined.  Covered  Compensation for a Participant whose Accrued Benefit is frozen on December 31, 2008 shall be  his or her Covered Compensation as determined on December 31, 2008.  (e) “Effective Date” means January 1, 1982.  (f) “Employee” means, when used in this Part, any person actively employed  on or after January 1, 1982 and before January 1, 2006 by an Employer:  (i) who is compensated in whole or in part on a salaried basis  (including salaried non-exempt) or who is employed in any  capacity by REGAL-BELOIT Electric Motors, Inc.; and  (ii) who is not an active participant or eligible to become an active  participant upon completion of age and/or service requirements  under any other Part of this Plan or any other qualified defined  benefit pension plan to which an Employer is making  contributions on his or her behalf; and  (iii) who is a resident or citizen of the United States of America; and  (iv) who is not in a collective bargaining unit with which an  Employer has a bargaining agreement unless such agreement  specifically provides that persons in such unit shall be covered  by this Part of the Plan.  Effective January 1, 2006, only those individuals who qualified as Employees on  December 31, 2005 shall be entitled to be treated as an Employee for any period on or after  January 1, 2006 and before January 1, 2009.  Effective January 1, 2009, only those individuals who, on December 31, 2008, (i)  qualified as Employees and (ii) had at least twenty-five (25) years of Vesting Service, shall be  entitled to be treated as Employees for so long as each individual:  (i) is employed by the Employer or any of its Affiliates, including  but not limited to Regal-Beloit Corporation; and  (ii) is a resident or citizen of the United States of America; and  





 






  A-4  4841-1404-2944.2  (iii) is not in a collective bargaining unit with which an Employer has  a bargaining agreement unless such agreement specifically  provides that persons in such unit shall be covered by the Plan.  The term Employee shall not, however, include any employees employed at the  Company’s Blytheville, Arkansas location, except for its plant manager, not including managers  subsequent to the manager employed as such on November 1, 2000.  (g) “Employer” means, when used in this Part, RBC Manufacturing  Corporation and Marathon Special Products Corporation, or any successor thereto, but only with  respect to the following portions of its business (i.e., those portions of its business that were  previously separate corporations):  Marathon Electric Manufacturing Corporation, REGAL- BELOIT Electric Motors, Inc., Lima Electric Co. Inc., and Regal Beloit Logistics, LLC, but  specifically excluding Leeson Electric Corporation.  (h) “Employment Commencement Date” means the first date on which a  person completes an hour of service, which is an hour for which an employee is directly or  indirectly paid or entitled to payment by an Employer or any Affiliate, and shall include hours  for which back pay has been awarded or paid.  Notwithstanding the foregoing, except as  provided in Section 2.05 of this Part, in the event a person is employed with a corporation which  is acquired by an Employer or Affiliate, his or her Employment Commencement Date shall be  the effective date of such acquisition.  (i) “Normal Retirement Date” means the first day of the month coincident  with or next following a Participant’s sixty-fifth (65th) birthday.  (j) “Other Benefits” means the amount of the reduction to be applied to any  monthly benefits payable hereunder to a Participant or former Participant which is equal to that  portion, if any, of the monthly benefits payable to such Participant or former Participant under  any other Part of the Plan or under any other qualified defined benefit pension plan to which an  Affiliate or any predecessor to an Affiliate contributes other than a Prior Plan, which benefit is  attributable to Affiliate contributions and is based upon a period of service that is recognized  both under such other pension plan and this Part of the Plan for benefit accrual purposes;  provided that, if the time and/or form of benefit payments under such other qualified pension  plan is different from the time and/or form of benefits to be paid under this Plan, the reduction  amount to be treated as “Other Benefits” shall be the Actuarial Equivalent of the aforesaid  portion which appropriately reflects such difference.  (k) “Prior Plan(s)” means, when used in this Part, the Marathon Electric Profit  Sharing Retirement Plan (hereinafter referred to as the “Profit Sharing Plan”) and/or the  Retirement Plan for Salaried Non-Exempt Employees of Marathon Electric Manufacturing  Corporation (hereinafter referred to as the “Non-Exempt Plan”), each as in effect prior to the  Effective Date.  (l) “Profit Sharing Benefit” means for any Participant who was a participant  in the Profit Sharing Plan the balance of his or her account under the Profit Sharing Plan as of  December 31, 1981, plus interest compounded at the annual rate of seven percent (7%) from  





 






  A-5  4841-1404-2944.2  such date until such balance is depleted, calculated in such manner as may be determined by the  Administrator from time to time.  The Profit Sharing Benefit shall be reduced by any benefit  payments to the Participant, his or her Spouse, or any Beneficiary hereunder.  (m) “Severance from Service” means the earlier to occur of the following:  (i) the date that a Participant quits, retires, is terminated or dies,  whichever occurs first; or  (ii) subject to Section 2.04 of this Part, the first anniversary of the  date a Participant commences a continuous absence from service  with the Affiliates for any other reason, such as illness, disability,  layoff, vacation, or authorized leave of absence; provided,  however, that for purposes of the Plan, “an authorized leave of  absence” means an absence from active service with the  Affiliates which an Affiliate authorizes pursuant to uniform rules  consistently applied in like circumstances for its personnel who  are similarly situated in respect to such Participant.  (n) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (o) “Total and Permanent Disability” means any physical or mental condition  which renders the Participant totally and permanently disabled, as evidenced by eligibility for  and receipt of disability benefits under the federal Social Security Act.  (p) “Vesting Service” means a Participant’s years of employment which are  credited under Section 2.02 of this Part.  





 






  A-6  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Participation.  Prior to January 1, 2006, each Employee  commenced participation under this Part of the Plan on the first day of the month coincident with  or immediately subsequent to the latest of (1) the Employee’s twenty-first (21st) birthday, (2) the  date that is twelve (12) calendar months subsequent to his or her first day of employment or (3)  the date on which he transfers into Employee status.  Employees previously employed by Lincoln Electric will be treated as having  been employed by the Employer during the period of their employment at Lincoln Electric solely  for purposes of the 12 month employment requirement set forth above.  Notwithstanding the foregoing, only those individual who qualified as Employees  on December 31, 2005 are entitled to continue participation under this Part of the Plan after  January 1, 2006.  Accordingly, those who first begin employment that would otherwise be  covered on or after January 1, 2006, or who are re-hired or transferred into such employment on  or after that date, will not be eligible to begin to accrue Benefit Service or to continue such  accruals if previously covered by this Part of the Plan.  Section 2.02. Vesting Service.  Each Employee’s eligibility for benefits  hereunder shall be based in part upon his or her years of Vesting Service.  Subject to Sections  2.04 and 2.05 of this Part, each Employee shall be credited with Vesting Service calculated in  years and fractional months thereof, rounded to the next highest twelfth, for the period beginning  on his or her Employment Commencement Date and ending on the date his or her employment  with the Affiliates is terminated, less any period(s) of severance which exceed(s) twelve (12)  months in duration.  In no event shall an Employee’s years of Vesting Service be less than the  number credited under the terms of a Prior Plan.  Section 2.03. Benefit Service.  The amount of each Participant’s Accrued  Benefit hereunder shall be determined in part by his or her years of Benefit Service.  Each  Employee shall be credited with Benefit Service calculated in years and fractional months  thereof rounded to the next highest twelfth, equal to his or her Vesting Service, provided that:  (i) no Benefit Service shall be credited for any period of time that  the person is employed in a status other than as an Employee or  for any period of severance;  (ii) Benefit Service shall be adjusted pursuant to Sections 2.04, 2.06,  and 2.07 of this Part; and  (iii) Benefit Service shall not be granted for any period on or after  January 1, 2006 to anyone who is not an Employee on December  31, 2005.  Effective January 1, 2009, a Participant with less than twenty-five (25) years of Vesting Service  as of December 31, 2008 shall not accrue additional Benefit Service.  





 






  A-7  4841-1404-2944.2  Section 2.04. Period of Severance.  (a) For purposes of this Article, a “period of severance” shall commence on  an Employee’s Severance from Service and shall end on the date the Employee first performs  paid services as an employee of an Affiliate following such date, and said period shall be  calculated in years, months and days.  (b) If an Employee who is not entitled to a vested benefit pursuant to Article  III of this Part incurs a period of severance of at least seventy-two (72) months which equals or  exceeds the sum of one (1) year plus his or her period of Vesting Service, his or her Vesting  Service and Benefit Service earned prior to the period of severance shall be cancelled and  disregarded under Sections 2.02 and 2.03 of this Part.  This rule shall not apply for any  Participant employed by an Employer on January 1, 1982 with respect to periods of severance  prior to that date.  (c) Except as provided in Section 2.01 of this Part, any former Participant  who is rehired as an Employee shall be a Participant immediately.  Section 2.05. Special Service Rule.  Subject to the qualification for acquisitions  in Section 1.01(h) of this Part, and solely for purposes of Sections 2.01, 2.02, and 2.04 of this  Part, employment with an Affiliate shall include employment with any predecessor of the  Affiliate and with any corporation which is in the controlled group of corporations of which the  Affiliate is a member within the meaning of Code Section 1563(a).  Furthermore, solely for  purposes of Sections 2.01, 2.02 and 2.04 above, employment with General Electric Company and  its affiliates shall be treated as if it were employment with the Company, for those individuals  whose employment with REGAL-BELOIT Electric Motors, Inc. commenced by reason of their  transfer of employment from General Electric Company or one of its affiliates as a result of  certain business purchases from General Electric Company by REGAL-BELOIT  CORPORATION in 2004.  Section 2.06. Transfer Out of Employee Status.  (a) If a Participant is transferred to non-Employee status, his or her benefits  which have accrued under this Part of the Plan through the date of transfer shall remain in  suspense while he or she is in the non-Employee employment.  (b) If such individual returns to employment with an Employer as an  Employee prior to January 1, 2009, his or her Benefit Service and Average Monthly  Compensation accrual shall recommence upon the date of such return.  Any individual who  transfers to Employee status on and after January 1, 2009 (including those who had twenty-five  (25) years of Vesting Service as of December 31, 2008) shall not recommence participation in  this Part of the Plan.  (c) If such individual does not return to employment with an Employer as an  Employee, his or her monthly pension under this Part of the Plan shall be equal to his or her  Accrued Benefit determined as of the date he or she ceased active participation hereunder by  transferring to non-Employee employment and shall be payable in accordance with Articles III  and IV hereof upon his or her subsequent Severance from Service.  





 






  A-8  4841-1404-2944.2  Section 2.07. Transfer to Employee Status.  (a) Except as may otherwise be provided in subsection (b) below, an  individual who transfers to Employee status from an Affiliate shall not receive any credit under  this Plan for benefit accrual purposes for any service with such Affiliate(s) prior to such transfer.  (b) If an individual transfers to Employee status on or after January 1, 1982   and prior to January 1, 2009, and accumulates ten (10) or more years of Benefit Service after the  date of such transfer, or if such individual accumulates five (5) or more years of Benefit Service  after the date of such transfer and retires on or after his or her Normal Retirement Date under this  Part of the Plan, any period of employment with any Affiliate after his or her Employment  Commencement Date but prior to the date of such transfer that may not be ignored under break- in-service rules in effect under the qualified retirement plan(s) in which such individual was a  participant prior to such transfer, shall be counted as Benefit Service under Section 2.03 of this  Part, subject to the limitations thereof and subject to benefit reduction by any applicable Other  Benefits.  Section 2.08. Transfer to Employment with an Affiliate.  If a Participant is  transferred by an Employer to employment with an Affiliate which is not an Employer, such  individual shall remain a Participant in this Part of the Plan so long as he or she otherwise  continues to meet the requirements of an Employee (without regard to the requirement that  employment be with an Employer) and service with such Affiliate shall count as Benefit Service  under the Plan, provided that no additional benefits shall accrue on or after January 1, 2009 for a  Participant who had less than twenty-five (25) years of Vesting Service as of December 31,  2008.  Section 2.09. Termination.  For purposes of this Part of the Plan, a Participant’s  employment will be considered terminated:  (i) subject to Section 2.04 of the Master Plan Document, as of his or  her last day of active employment if he or she becomes a  member of the armed forces and fails to return within ninety (90)  days of his or her discharge or separation from active duty, or if  he or she re-enlists in the armed forces,  (ii) as of his or her last day of active employment if he or she does  not return to work upon the expiration of a leave of absence,  (iii) if he or she is continuously laid-off commencing on or after  January 1, 1982 for over twelve (12) months, or  (iv) if he or she resigns, retires, is discharged, or dies.  





 






  A-9  4841-1404-2944.2  ARTICLE III. BENEFITS  Section 3.01. Accrued Benefit Formula.  (a) Except as otherwise provided in this Section 3.01 and Section 7.07 of the  Master Plan Document, and subject to the provisions of Article III and IV of this Part concerning  the form and commencement of payment, for any Participant whose employment is terminated  on or after January 1, 1989, the Accrued Benefit shall be a monthly amount equal to:  (i) The sum of:  (A) .8% of his or her Average Monthly Compensation,  multiplied by his or her Years of Benefit Service; plus  (B) .6% of his or her Average Monthly Compensation in excess  of his or her Covered Compensation multiplied by his or  her Years of Benefit Service not in excess of thirty-five  (35) years; less  (ii) any Other Benefits.  (b) Notwithstanding subsection (a) above, a Participant shall have an Accrued  Benefit equal to the greater of the amount determined under (a) above or an amount equal to  $12.00 times his or her years of Benefit Service.  For Participants whose employment is  terminated after December 31, 1995, the minimum benefit will be $15.00 times his or her Years  of Benefit Service.  (c) Notwithstanding subsection (a) above, any Participant who was a  participant in the Profit Sharing Plan shall have an Accrued Benefit equal to the greater of the  amount determined under (a) above or an amount equal to the Actuarial Equivalent of his or her   Profit Sharing Benefit.  (d) Notwithstanding subsection (a) above, any Participant shall have an  Accrued Benefit equal to the greater of the amount determined under (a) above or his or her  Accrued Benefit as of December 31, 1988 based upon the Plan provisions then in effect, as set  forth in Schedule A-2 attached hereto.  (e) Notwithstanding the foregoing, a Participant’s benefit shall not be less  than the sum of his or her Accrued Benefit as of December 31, 1993, plus an additional amount  determined under paragraph (a) above, based only upon Years of Benefit Service after  December 31, 1993 and subject to an overall limit of 35 Years of Benefit Service with respect to  the portion of the benefit calculated under (a)(i)(B) above, counting both Years of Benefit  Service before January 1, 1994 and after December 31, 1993.  Section 3.02. Normal Retirement Benefit.  Any Participant whose employment is  terminated after the Effective Date and on or after his or her Normal Retirement Date, shall be  entitled to a normal retirement benefit.  The normal retirement benefit shall be a monthly amount  determined in accordance with Section 3.01 of this Part, but in no event shall be less than the  





 






  A-10  4841-1404-2944.2  amount that would have been payable for the Participant if he or she had terminated under  Section 3.04 of this Part.  Section 3.03. Disability Retirement.  (a) A Participant who terminates employment after the Effective Date by  reason of a Total and Permanent Disability shall be entitled to a disability retirement benefit  calculated as if his or her date of termination of employment was his or her Normal Retirement  Date.  (b) Notwithstanding subsection (a), effective with respect to disabilities  occurring on and after January 1, 1990, Disability Retirement shall not apply to any Participant  who is eligible for coverage under the Company’s insured long term disability program.  Section 3.04. Early Retirement or Deferred Vested Benefit.  (a) Any Participant who terminates employment after the Effective Date and  at any time following completion of five (5) or more years of Vesting Service and who is not  eligible for benefits pursuant to Sections 3.02 or 3.03 of this Part shall be entitled to an early  retirement or deferred vested benefit upon proper application therefor.  Notwithstanding the  foregoing, any Participant who is actively employed by the Employer or any of its Affiliates on  December 31, 2008 shall be fully vested under this Part of the Plan.  (b) The benefit under this Section 3.04 shall be a monthly amount determined  in the same manner as the normal retirement benefit based on his or her Benefit Service, Average  Monthly Compensation and the benefit formula as of the date his or her employment terminates.   The Participant may commence receiving his or her benefit under this Section 3.04 on or after  his or her attainment of age fifty-five (55); reduced, however, by one-half of one percent (0.5%)  for each month by which the Participant’s Annuity Starting Date precedes his or her Normal  Retirement Date.  Section 3.05. Death Benefits.  (a) If a Participant has accrued at least five (5) years of Vesting Service or has  attained age sixty-five (65), his or her Spouse shall be entitled to a death benefit in the event that  the Participant dies after the Effective Date and prior to the Participant’s termination of  employment from the Employer and its Affiliates.  The Spouse of a Participant who has  terminated employment from the Employer and its Affiliates after attaining age fifty-five (55)  and completing at least ten (10) years of Vesting Service shall be entitled to a death benefit in the  event that the Participant dies after the Effective Date and prior to his or her Annuity Starting  Date.  The death benefit payable to the Spouse shall be a monthly amount equal to fifty  percent (50%) of the retirement benefit the Participant would have been entitled to receive if he  or she had retired on the date of his or her death and had begun to receive benefits as of the date  the Spouse’s benefit is to begin, and had elected a life only annuity, provided that the early  commencement reduction factor shall be no greater than sixty percent (60%).  The special  surviving spouse benefit under this subsection (a) shall be payable during the life of the Spouse  





 






  A-11  4841-1404-2944.2  commencing with any month beginning with the month following the death of the Participant  and no later than the Participant’s Normal Retirement Date, as the Spouse may elect.  (b) If a Participant who terminated from employment with the Affiliates on or  after August 23, 1984 (but prior to attaining age fifty-five (55) and/or completing at least ten (10)  years of Vesting Service) and is eligible for a benefit pursuant to Section 3.04, dies prior to his or  her Annuity Starting Date, his or her Spouse, if any, will be entitled to a special surviving spouse  benefit.  If a Participant separated from employment with the Affiliates after December 31, 1975  but prior to August 23, 1984 with a deferred vested benefit and as of August 23, 1984 was alive  and had not begun to receive benefits under this Plan, the Participant may elect to have the  special surviving spouse benefit of this subsection apply by submitting a written election to the  Administrator on or after August 23, 1984, and prior to the commencement of his or her benefits  under the Plan or, if earlier, his or her death.  The special surviving spouse benefit under this subsection (b) shall be payable  during the life of the Spouse commencing with any month beginning with the month following  the death of the Participant (or, if later, the month following the date he would have attained age  55) and no later than the Participant’s Normal Retirement Date, as the Spouse may elect.  The death benefit under this subsection (b) shall be a monthly amount equal to  fifty percent (50%) of the retirement benefit the Participant would have been entitled to receive if  he or she had retired on the date of his or her death and had begun to receive benefits as of the  date the Spouse’s benefit is to begin, and had elected the normal form of a fifty percent (50%)  joint and survivor benefit pursuant to Section 4.02(a) hereof.  (c) If a Participant with a Profit Sharing Benefit dies and does not have a  Spouse, or if such Spouse dies, a death benefit equal to the remaining Profit Sharing Benefit shall  be paid to the Participant’s designated Beneficiary.  Each Participant with a Profit Sharing  Benefit may name, or change the name of, his or her Beneficiary who will receive any death  benefits payable hereunder.  To be effective, a beneficiary designation must be on file with the  Administrator on the Participant’s date of death.  If there is no form on file, or if the Beneficiary  predeceases the Participant, the estate of the Participant shall be deemed to be his or her  Beneficiary unless the Participant’s Spouse was receiving death benefits hereunder; in such  event, the estate of the Spouse shall be deemed to be the Beneficiary.  (d) Notwithstanding the foregoing subsections (b) and (c), a Spouse eligible  for an annuity benefit pursuant to subsection (b) may elect to receive a lump sum payment equal  to the Participant’s Profit Sharing Benefit, with the annuity under subsection (b) being reduced in  order that the lump sum and reduced annuity are the Actuarial Equivalent of the surviving spouse  annuity payable on a life only annuity basis.  If the Actuarial Equivalent lump sum value of the reduced annuity benefit under  subsection (b) does not exceed $10,000, then, in lieu of the annuity benefit described in  subsection (b), the Spouse may elect a distribution of the annuity portion of the death benefit in  the form of a lump sum that is the Actuarial Equivalent of such reduced annuity benefit.  





 






  A-12  4841-1404-2944.2  Section 3.06. 1981 Retirees.  With respect to those former employees of the  Employers prior to the Effective Date as listed in Schedule A-1 hereto who would have been  eligible for normal or early retirement benefits under this Plan if it was in effect on January 1,  1981, such former employees shall be treated for all purposes of this Part of the Plan as  Participants eligible for benefits hereunder commencing as of the Effective Date.  Benefit  Service shall be computed as of the dates of termination in 1981 and Average Monthly  Compensation shall be determined as of such dates of termination but restricting the computation  under Section 1.01(b) of this Part to the last sixty (60) consecutive calendar months of  employment.  Section 3.07. Applicable Benefits.  (a) In the event payment of any of the foregoing benefits is deferred or  suspended, or this Part of the Plan is amended or the benefit formulas revised subsequent to a  Participant’s retirement or other termination of employment, the amount of benefit payable and  any other terms or conditions applicable to payment of such benefit shall be determined on the  basis of the rates and provisions of the Plan (including this Part) in effect as of the date the  Participant terminates his or her employment, except the forms of optional payment which may  be permitted from time to time, the age at which the payment of benefits may commence, and the  early commencement discount factors, all of which shall be determined as of the date of benefit  commencement.  (b) Unless otherwise expressly stated, the provisions hereof apply to  Employees on and after the Effective Date.  Any benefit payments for Participants who are not  active after the Effective Date shall be paid in accordance with the terms of the applicable Prior  Plan, except the forms of optional payment which may be permitted from time to time, the age at  which the payment of benefits may commence, and the early commencement discount factors,  all of which shall be determined as of the date of benefit commencement.  





 






  A-13  4841-1404-2944.2  ARTICLE IV. PAYMENT OF BENEFITS  Section 4.01. Normal Form of Payment.  (a) Retirement benefits under this Part shall be payable in the normal form of  payment described under Section 3.01 of the Master Plan Document.  (b) Any Participant who becomes eligible to receive retirement benefits  hereunder may select an optional form of payment as provided in Section 4.02 hereof in lieu of  the normal form.  Section 4.02. Optional Forms of Payment.  (a) In lieu of the normal form of payment provided in Section 3.01 of the  Master Plan Document, a Participant who is eligible for retirement benefits under this Part of the  Plan may elect an optional form of payment described in Section 3.02 of the Master Plan  Document.  (b) In lieu of the normal form of payment provided in Section 3.01 of the  Master Plan Document or an optional form of payment described in Section 3.02 of the Master  Plan Document, a Participant who is eligible for a Profit Sharing Benefit may elect the Lump  Sum and Annuity or Installments and Annuity optional forms of payment as hereinafter  described, each of which are the Actuarial Equivalent of the Life Only Option described in  Article III of the Master Plan Document:  (i) Lump Sum and Annuity.  A lump sum payment equal to the  Participant’s Profit Sharing Benefit shall be payable to the  Participant at his or her direction on the Annuity Starting Date,  and an annuity benefit actuarially reduced to reflect the lump  sum payment shall be payable in the form of an optional annuity  hereunder on the Annuity Starting Date.  In lieu of the lump sum  payment, a married Participant may elect to take a joint and 50%  or joint and 75% survivor annuity that is the Actuarial Equivalent  of the lump sum payment, commencing immediately with  monthly payments for the Participant’s life and continued  payments equal to 50% or 75%, as applicable of the amount  payable during the Participant’s lifetime to the Participant’s  Spouse (as of the date payments commence) for the Spouse’s  lifetime in the event the Participant predeceases the Spouse.  If the Actuarial Equivalent lump sum value of the Participant’s  reduced annuity benefit (as described earlier in this subsection)  does not exceed $10,000, then, in lieu of the annuity benefit  described above, the Participant may elect a distribution of the  annuity portion of the Participant’s benefit in the form of an  Actuarial Equivalent lump sum on the Annuity Starting Date.  





 






  A-14  4841-1404-2944.2  (ii) Installments and Annuity.  An amount equal to the Participant’s  Profit Sharing Benefit shall be payable to the Participant as  described below, and an annuity benefit actuarially reduced to  reflect the value of such Profit Sharing Benefit as of the date of  commencement shall be payable in the form of an optional  annuity hereunder.  The Profit Sharing Benefit shall be paid at  the Participant’s direction in annual installments, commencing  on the Annuity Starting Date, over a period determined by the  Participant not to exceed ten years.  Installments shall generally  be substantially equivalent amounts, but the Participant may elect  to receive part of the Profit Sharing Benefit in an initial lump  sum amount on the Annuity Starting Date.  During any period of  installment payments, interest shall continue to be credited under  the provisions of Section 1.01(l) of this Part on the outstanding  balance until such entire amount has been paid to the Participant  or his or her designated Beneficiary.  (c) If a Participant who is eligible for a Profit Sharing Benefit elects the Lump  Sum and Annuity or Installments and Annuity optional forms of payment as described in Section  4.02(b) of this Part, payment of the Participant’s annuity benefit shall commence on the same  Annuity Starting Date on which the Participant receives or commences payment of his or her  Profit Sharing Benefit under Section 4.02(b) of this Part.  [The remainder of this page is intentionally left blank.]  





 






  A-15  4841-1404-2944.2  SCHEDULE A-1  1981 Retirees Eligible  for Benefit Payments  Name  Section 3.01(a)  Accrued Benefit1     Howard Duffey .................................................... $255.44  Orville Heinz ....................................................... 182.25  Earl Holdridge ..................................................... 617.06  Marie Hughes ....................................................... 226.20  Rudolph P. Salzman ............................................. 30.15                                                    1 Such monthly amounts are subject to offset for Other Benefits and for any payments from the Marathon Electric  Profit Sharing Retirement Plan.  





 






  A-16  4841-1404-2944.2  SCHEDULE A-2  The Accrued Benefit of Participants whose employment was terminated on or  after January 1, 1982 and prior to January 1, 1989 shall be a monthly amount equal to:  (i) the difference of  (A) 1.14% of his or her Average Monthly Compensation, multiplied by  his or her years of Benefit Service to a maximum of forty-five (45)  years; less  (B) 1.43% of his or her Social Security Benefit; multiplied by his or  her years of Benefit Service to a maximum percentage of 63.2%;  less  (ii) any Other Benefits.  For this purpose, “Average Monthly Compensation” is determined according to  Section 1.01(b) of this Part, without regard to the second paragraph thereof.  “Social Security Benefit” means the estimated monthly primary old-age insurance  benefit available at the later of the Participant’s Normal Retirement Date or Severance from  Service, determined under the provisions of the federal Social Security Act in effect on the date  of the Participant’s Severance from Service.  If a Participant’s Severance from Service is prior to  his or her Normal Retirement Date, his or her estimated old-age insurance benefit under said Act  shall be determined by (i) applying the provisions thereof as in effect on his or her Severance  from Service and (ii) assuming continuation of his or her compensation for the Plan Year  immediately preceding such Severance from Service until his or her Normal Retirement Date.  In  the Administrator’s discretion, covered earnings for years prior to termination may be estimated  on the basis of uniform assumptions consistently applied by the Administrator to all Participants  in like circumstances unless the Participant furnishes evidence satisfactory to the Administrator  which shows such covered earnings to have been actually different than the amount estimated.   Once the monthly amount of a Participant’s Social Security Benefit has been determined as  hereinabove specified, such amount shall not thereafter be subject to adjustment except for  arithmetical errors in the computation thereof and shall, for all purposes of the Plan, be assumed  to remain as thus finally computed regardless of any subsequent fact, event or occurrence which  might cause a change or an adjustment in the monthly amount thereof actually available to the  Participant such as, but not limited to, continuation in covered employment under said Act  following commencement of his or her insurance benefit payments thereunder or increases in the  insurance benefit amounts available thereunder by reason of automatic and/or legislated  increases thereunder at any time subsequent to such Participant’s Severance from Service.   Written notice of a Participant’s rights regarding the calculation of the earnings history will be  given by the Administrator at such times and in such manner as may be prescribed under the  Code.  





 






  A-17  4841-1404-2944.2  Notwithstanding the foregoing, a Participant who was a participant in a Prior Plan  who has at least ten (10) years of Vesting Service shall have an Accrued Benefit equal to $7.50  times his or her years of Benefit Service or an amount equal to the Actuarial Equivalent of his or  her Profit Sharing Benefit, whichever is greater, if such accrued benefit exceeds the accrued  benefit under the foregoing formula.  





 






  B-1  4841-1404-2944.2  PART B: LEBANON AND WEST PLAINS HOURLY PENSION PLAN  Overview:  • Participation frozen effective December 31, 2005.  • Benefits frozen effective December 31, 2008.  





 






  B-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Defined Terms.  The following words and phrases when used in  this Part of the Plan shall have the following respective meanings, unless the context clearly  indicates otherwise,:  (a) “Actuarial Equivalent” shall be determined for all purposes (except as  required by Code Section 417(e)), including for purposes of converting from one periodic form  of payment to another and different commencement dates for payment, using an interest rate of  seven percent (7%) per annum compounded annually and the 1971 Group Annuity Table with an  eighty percent (80%) male weighting and a twenty percent (20%) female weighting.  (b) “Benefit Service” means a Participant’s years of employment which are  credited under Section 2.03 of this Part.  (c) “Early Retirement Date” means the date a Participant attains age sixty (60)  and completes at least fifteen (15) years of Vesting Service.  (d) “Effective Date” means July 1, 1979.  (e) “Employee” means, for purposes of this Part, any person employed by a  Participating Employer as an hourly paid or office clerical (other than non-exempt salaried)  employee at the Participating Employer’s West Plains, Missouri facility or the Participating  Employer’s Lebanon, Missouri facility.  Notwithstanding the foregoing, no one who is not an  Employee on December 31, 2005 shall be entitled to be treated as an Employee for any period on  or after January 1, 2006.  (f) “Hour of Service” means:  (i) an hour for which an employee of the Employer is directly or  indirectly paid or entitled to payment for the performance of  duties, plus  (ii) each hour not credited under (1) above for which back pay,  irrespective of mitigation of damages, has been either awarded or  agreed to by the Employer, with respect to an employee of the  Employer, and each of the first five hundred one (501) hours  during any single continuous period of absence for which the  employee is paid or entitled to payment, for vacation, holiday,  illness, incapacity (including disability), layoff, jury duty, or  leave of absence; provided, however, that no credit shall be given  for any payment made for the sole purpose of complying with  





 






  B-3  4841-1404-2944.2  applicable worker’s compensation laws or unemployment  compensation laws.  The Administrator shall determine each employee’s Hours of Service on the basis of time  actually worked and, in the case of Hours of Service which are credited under (ii) above, on the  basis of the Participant’s regular work schedule.  Hours of Service shall be credited to the Plan  Year in which such hours occur and in accordance with Department of Labor Regulations  §2530.200b-2(b) and (c).  “Hours of Service as an Employee” means those Hours of Service  credited while the person was an Employee as defined in subsection (e) hereof.  (g) “Normal Retirement Date” means the first day of the month coincident  with or next following a Participant’s sixty-fifth (65th) birthday.  (h) “Participating Employer” means RBC Manufacturing Corporation or  Regal Beloit Logistics, LLC.  (i) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies before his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (j) “Vesting Service” means a Participant’s years of employment with the  Participating Employer and its Affiliates which are credited under Section 2.02 of this Part.  





 






  B-4  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Participation.  (a) Each Employee on the Effective Date who has completed the qualifying  period defined in subsection (b) below shall commence participation under this Part of the Plan  on such date.  Subject to subsection (c), each other Employee shall commence participation  under this Part of the Plan on the first day of the month next following the completion of his or  her qualifying period.  (b) The qualifying period shall be the twelve (12) month period commencing  on the Employee’s employment commencement date or any subsequent January 1 during which  the Employee completes at least one thousand (1,000) Hours of Service.  (c) Notwithstanding the foregoing, no one who is not an Employee on  December 31, 2005 shall be entitled to begin participation under this Part of the Plan.   Accordingly, those who first begin employment on or after January 1, 2006 that would otherwise  be covered under this Part, or who are re-hired or transferred into such employment on or after  that date, will not be eligible to begin to accrue Benefit Service or to continue such accruals if  previously covered by this Part of the Plan.  Section 2.02. Vesting Service.  Each Participant’s eligibility for benefits  hereunder shall be based in part upon his or her years of Vesting Service.  Each Participant shall  be credited with one (1) year of Vesting Service for each Plan Year in which he or she completes  at least one thousand (1,000) Hours of Service.  Plan Years ending both before and after the  Effective Date are counted for purposes of this Section.  Solely for purposes of Sections 2.01 and  2.02 of this Part, employment with any Affiliate shall be counted.  Section 2.03. Benefit Service.  The amount of each Participant’s benefit  hereunder shall be determined in part by his or her years of Benefit Service.  Each Participant  shall be credited with one (1) year of Benefit Service for each Plan Year in which he or she  completes at least one thousand eight hundred (1,800) Hours of Service as an Employee.  A  Participant who completes fewer than one thousand eight hundred (1,800) Hours of Service as an  Employee in any Plan Year shall be credited with a partial year of Benefit Service for such Plan  Year, as determined from the following table:  Hours of Service  as an Employee  Year of  Benefit Service     1,800 or more 1  1,400 to 1,799 3/4  1,000 to 1,399 1/2  less than 1,000 none     Notwithstanding the foregoing, Benefit Service shall not be credited for any period on or after  January 1, 2006 to anyone who is not an Employee on January 1, 2006.  Effective January 1,  2009, a Participant shall not accrue additional Benefit Service.  





 






  B-5  4841-1404-2944.2  Section 2.04. Break in Service.  (a) A Participant incurs a break in service if his or her employment with the  Participating Employers is severed and he or she fails to complete more than five hundred (500)  Hours of Service during a Plan Year.  A break in service shall continue each Plan Year thereafter  in which the Participant fails to complete more than five hundred (500) Hours of Service.  (b) If a Participant with less than five (5) years of Vesting Service incurs a  break-in-service and the break-in-service is at least six (6) years in length, his or her Vesting  Service and Benefit Service prior to the break-in-service shall be cancelled and disregarded  under Sections 2.02 and 2.03  of this Part of the Plan.  (c) Except as provided in Section 2.01(c) of this Part, any former Participant  who is rehired as an Employee shall be a Participant immediately regardless of the length of any  break in service.  





 






  B-6  4841-1404-2944.2  ARTICLE III. BENEFITS  Section 3.01. Normal Retirement Benefit.  (a) Any Participant whose employment is terminated from the Participating  Employers and their Affiliates after the Effective Date and on or after his or her attainment of  age 65 shall be entitled to a normal retirement benefit.  The normal retirement benefit shall be a  monthly amount equal to the dollar multiplier times his or her years of Benefit Service (and  fractions thereof) as of his or her retirement date.  The dollar multiplier for Participants terminating employment with the Participating Employer at  its West Plains, Missouri facility on the dates indicated below are as follows:  Date of Termination  of Employment Multiplier     July 1, 1979 to June 30, 1980 $3.00  July 1, 1980 to June 30, 1985 $4.00  July 1, 1985 to December 31, 1987 $4.50  January 1, 1988 to December 31, 1988 $6.00  January 1, 1989 to December 31, 1989 $7.00  January 1, 1990 to December 31, 1993 $7.50  January 1, 1994 to December 31, 1998 $8.50  January 1, 1999 to December 31, 1999 $9.50  On and after January 1, 2000 $10.00     The dollar multiplier for Participants terminating employment with the  Participating Employer at its Lebanon, Missouri facility on the dates indicated below are as  follows:  Date of Termination  of Employment Multiplier     June 1, 1982 to December 31, 1986 $4.00  January 1, 1987 to April 30, 1988 $4.50  May 1, 1988 to April 30, 1989 $6.00  May 1, 1989 to April 30, 1990 $7.00  May 1, 1990 to April 30, 1994 $7.50  May 1, 1994 to April 30, 1999 $8.50  May 1, 1999 to April 30, 2000 $9.50  On and after May 1, 2000 $10.00     In the case of a transfer from one facility to the other, if the dollar amount of the  multiplier is less at the new facility than at the prior facility at the time of transfer, the prior  facility’s multiplier shall apply with respect to service before the transfer and the new facility’s  multiplier shall apply to service after the transfer until such time as the new facility’s multiplier  





 






  B-7  4841-1404-2944.2  equals or exceeds the prior facility’s multiplier in effect at the date of the transfer and thereafter.   In such event, the new facility’s multiplier shall apply to all service.  Section 3.02. Early Retirement Benefit.  Any Participant whose employment  with the Participating Employers and their Affiliates is terminated on or after his or her Early  Retirement Date but prior to his or her attainment of age sixty-five (65) shall be entitled to an  early retirement benefit.  With respect to early retirement benefits paid on or after the Effective  Date, the early retirement benefit shall be a monthly amount determined in the same manner as  the normal retirement benefit, reduced, however, by one half of one percent (0.5%) for each  month by which the date the Participant commences receiving early retirement benefits precedes  his or her Normal Retirement Date.  Section 3.03. Deferred Vested Benefit.  (a) Any Participant whose employment with the Participating Employers and  their Affiliates is terminated at any time following his or her completion of five (5) or more years  of Vesting Service shall be entitled to a deferred vested benefit upon proper application therefor.   The deferred vested benefit shall be a monthly amount determined in the same manner as the  normal retirement benefit and commencing no earlier than the Participant’s Normal Retirement  Date, except as permitted by subsection (b) below.  Notwithstanding the foregoing, any  Participant who is actively employed by the Participating Employers or any of their Affiliates on  December 31, 2008 shall be fully vested under this Part of the Plan.  (b) A Participant whose employment with the Participating Employers and  their Affiliates is terminated at any time following his or her completion of fifteen (15) years of  Vesting Service but prior to his or her attainment of age sixty (60) may, by filing proper  application, elect to commence receiving his or her deferred vested benefit at any time after his  or her sixtieth (60th) birthday and prior to his or her attainment of age sixty-five (65), provided,  however, that the monthly benefit shall be reduced by one-one hundred eightieth (1/180th) for  each complete month by which the date the Participant commences receiving deferred vested  benefits precedes his or her Normal Retirement Date.  Section 3.04. Spouse’s Death Benefit.  (a) In the event,  (i) a Participant with five (5) or more years of Vesting Service or  who is at least age sixty-five (65) and who dies while an  employee of the Participating Employer on or after January 1,  1989, or  (ii) a Participant with a deferred vested benefit which had not  commenced who had terminated from the Participating Employer  after December 31, 1975 dies on or after January 1, 1989, or  (iii) a Participant who retired under the normal or early retirement  provisions but dies before his or her Annuity Starting Date,  





 






  B-8  4841-1404-2944.2  the Spouse, if any, of such Participant will be entitled to a Spouse’s death benefit.  The Spouse’s  benefit shall be a monthly amount equal to the retirement benefit the Spouse would have been  entitled to receive if the Participant had terminated employment at the date of death, survived to  the date benefits are to begin pursuant to subsection (b), and commenced receipt of benefits in  the normal form of a fifty percent (50%) joint and survivor benefit pursuant to Section 3.01(a) of  the Master Plan Document.  (b) The Spouse’s death benefit shall commence with the month following the  later of the Participant’s date of death or the date the Participant was or would have attained age  sixty-five (65), except that for a Participant with at least fifteen (15) years of Vesting Service, the  Spouse may elect to have benefits commence with any month following the later of the  Participant’s date of death or the date the Participant would have attained age sixty (60).  Section 3.05. Applicable Benefit Rate.  In the event payment of any of the  foregoing benefits is deferred or suspended, or the Plan is amended or benefit rates increased  subsequent to a Participant’s retirement or other termination of employment, the amount of  benefit payable and any other terms or conditions applicable to payment of such benefit shall be  determined on the basis of the rates and provisions of the Plan in effect as of the date the  Participant last completed an Hour of Service.  





 






  C-1  4841-1404-2944.2  PART C: RBC MANUFACTURING CORPORATION WAUSAU   HOURLY PENSION PLAN  Overview:  • Participation frozen to IBEW Participants effective August 31, 2007 and to Teamsters  Participants effective May 31, 2009.  • Benefits frozen to IBEW Participants effective April 30, 2010; Benefit Service capped at 45  years for Teamsters Participants.  





 






  C-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Defined Terms.  The following words and phrases when used in  the Plan, unless the context clearly indicates otherwise, shall have the following respective  meanings:  (a) “Actuarial Equivalent” shall be determined, effective May 1, 1985, for all  purposes (except as required by Code Section 417(e)), including for purposes of converting from  one periodic form of payment to another, and different commencement dates for payment, by  using an interest rate of seven percent (7%) per annum compounded annually and the 1971  Group Annuity Table with an eighty percent (80%) male weighting and a twenty percent (20%)  female weighting.  For Participants terminating employment prior to April 1, 1985, the interest rate and mortality  factors used for the purposes set forth above were two and one half percent (2.5%) interest and  Group Annuity Mortality Table (1951) modified one year.  Notwithstanding any provision herein  to the contrary, no Participant as of March 31, 1985 shall receive a smaller pension under the  applicable provision of this Part of the Plan than such Participant would have been entitled to  receive had such person had a nonforfeitable interest and retired on April 30, 1985.  (b) “Basic Agreement” means the collective bargaining agreement between  the Participating Employer and a Union as amended and supplemented from time to time.  (c) “Benefit Service” means a Participant’s years of employment with the  Participating Employer which are credited under Section 2.03 of this Part.  (d) “Effective Date” means January 1, 1969.  (e) “Employee” means any person employed by the Participating Employer  on or after the Effective Date at the Participating Employer’s Wausau, Wisconsin facility who is  in the bargaining unit covered by the Basic Agreement.  Notwithstanding the foregoing, any individual who is hired, rehired or transferred  to a position that would otherwise be covered under this Part of the Plan on or after September 1,  2007 and is a member of the bargaining unit covered by the Basic Agreement with Local 1791,  International Brotherhood of Electrical Workers, AFL CIO, shall not be considered an Employee  under this Part of the Plan.  Notwithstanding the foregoing, any individual who is hired, rehired or transferred  to a position that would otherwise be covered under this Part of the Plan on or after June 1, 2009  and is a member of the bargaining unit covered by the Basic Agreement with Teamsters Union  Number 662 shall not be considered an Employee under this Part of the Plan.  





 






  C-3  4841-1404-2944.2  (f) “Hour of Service” means:  (i) an hour for which an employee of the Participating Employer is  directly or indirectly paid or entitled to payment for the  performance of duties, plus  (ii) each hour not credited under (1) above for which back pay,  irrespective of mitigation of damages, has been either awarded or  agreed to by the Participating Employer, with respect to an  employee of the Participating Employer, and each hour for which  the employee is paid or entitled to payment, for vacation,  holiday, illness, incapacity (including disability), layoff, jury  duty, military duty, or leave of absence; provided, however, that  no credit shall be given for any payment made for the sole  purpose of complying with applicable worker’s compensation  laws or unemployment compensation laws.  The Administrator shall determine each employee’s Hours of Service on the basis of time  actually worked and, in the case of Hours of Service which are credited under (2) above, on the  basis of the Participant’s regular work schedule.  Hours of Service shall be credited to the Plan  Year in which such hours occur and in accordance with Department of Labor Regulations  2530.200b 2(b) and (c).  “Hours of Service as Employee” means those Hours of Service credited  while the person was an Employee as defined in subsection (e) of this Part.  (g) “Normal Retirement Date” means the first day of the month coincident  with or next following a Participant’s sixty-fifth (65th) birthday.  (h) “Participating Employer” means RBC Manufacturing Corporation.  (i) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies before his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (j) “Total and Permanent Disability” means any physical or mental condition  which renders the Participant totally and permanently disabled as evidenced by eligibility for and  receipt of disability benefits from Social Security.  (k) “Union” means Teamsters Union Number 662 (hereinafter “Teamsters”)  or Local 1791, International Brotherhood of Electrical Workers, AFL CIO (hereinafter “IBEW”).  (l) “Vesting Service” means a Participant’s years of employment with the  Participating Employer which are credited under Section 2.02 of this Part.  





 






  C-4  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Participation.  Each employee of the Participating Employer shall  commence participation under this Part of the Plan on the date he or she becomes an Employee.  Notwithstanding the foregoing, with respect to any member of the bargaining unit  covered by the Basic Agreement with IBEW, no one who is not an Employee on August 31,  2007, shall be entitled to participate in this Part of the Plan.  Accordingly, any member of the  bargaining unit covered by the Basic Agreement with IBEW who first begins employment that  would otherwise be covered under this Part of the Plan on or after September 1, 2007, or who is  rehired or transferred into such employment on or after that date will not be eligible to begin to  accrue Benefit Service or to continue accruals if previously covered by this Part of the Plan.  In addition, notwithstanding the foregoing, with respect to any member of the  bargaining unit covered by the Basic Agreement with Teamsters, no one who is not an Employee  on May 31, 2009, shall be entitled to participate in this Part of the Plan.  Accordingly, any  member of the bargaining unit covered by the Basic Agreement with Teamsters who first begins  employment that would otherwise be covered under this Part of the Plan on or after June 1, 2009,  or who is rehired or transferred into such employment on or after that date will not be eligible to  begin to accrue Benefit Service or to continue accruals if previously covered by this Part of the  Plan.  Section 2.02. Vesting Service.  Each Participant’s eligibility for benefits  hereunder shall be based in part upon his or her years of Vesting Service.  For employment prior  to January 1, 1976 a Participant shall be credited with full and fractional years of Vesting Service  equal to the years of Vesting Service credited under the Plan as in effect on December 31, 1975.   For employment after December 31, 1975, each Participant shall be credited with one (1) year of  Vesting Service for each Plan Year in which he or she completes at least one thousand (1,000)  Hours of Service.  In addition, if a Participant does not complete at least one thousand (1,000)  Hours of Service for a Plan Year, he or she shall be credited with a fractional year of Vesting  Service as determined from the following table:  Hours of Service  Year of  Vesting Service     900 to 999 1/2  450 to 899 1/4  less than 450 none     Solely for purposes of Sections 2.01 and 2.02 of this Part, employment with any Affiliate shall  be treated as employment with the Participating Employer.  Section 2.03. Benefit Service.  The amount of each Participant’s benefit  hereunder shall be determined in part by his or her years of Benefit Service.  Each Participant  shall be credited with Benefit Service as determined below:  





 






  C-5  4841-1404-2944.2  (i) Teamsters.  For service after April 30, 1970 each Participant who  is a member of the bargaining unit represented by the Teamsters  shall be credited with one (1) year of Benefit Service for each  Plan Year in which he or she completes at least one thousand  eight hundred (1,800) Hours of Service as an Employee.  A  Participant who completes less than one thousand eight hundred  (1,800) Hours of Service shall be credited with a partial year of  Benefit Service as determined from the following table:  Hours of Service  as an Employee  Year of  Benefit Service     1,800 or more 1  1,350 to 1,799 3/4  900 to 1,349 1/2  450 to 899 1/4  less than 450 none     For service prior to May 1, 1970 each Participant who was a Participant on that  date and who is a member of the bargaining unit represented by the Teamsters  shall be credited with one (1) year of Benefit Service for each full year of  continuous service with the Participating Employer prior to that date.  Notwithstanding anything herein to the contrary, Benefit Service for a Participant  who is a member of the bargaining unit represented by the Teamsters shall be  capped at a maximum of forty-five (45) years.  (ii) IBEW.  For service after January 1, 1982, each Participant who  is a member of the bargaining unit represented by the IBEW  shall be credited with one (1) year of Benefit Service for each  Plan Year in which he or she completes at least one thousand  four hundred and one (1,401) Hours of Service as an Employee.   A Participant who completes less than one thousand four  hundred and one (1,401) Hours of Service shall be credited with  a partial year of Benefit Service, as determined from the  following table:  Hours of Service  as an Employee  Year of  Benefit Service     1,401 or more 1  1,000 to 1,400 1/2  600 to 999 1/4  less than 600 none  less than 450 none     





 






  C-6  4841-1404-2944.2  For service after the Effective Date and prior to January 1, 1982, each Participant  who is a member of the bargaining unit represented by the IBEW shall be credited  with one (1) year of Benefit Service for each Plan Year in which he or she  completes at least one thousand eight hundred (1,800) Hours of Service as an  Employee.  A Participant who completes less than one thousand eight hundred  (1,800) Hours of Service shall be credited with a partial year of Benefit Service,  as determined from the following table:  Hours of Service  as an Employee  Year of  Benefit Service     1,800 or more 1  1,350 to 1,799 3/4  900 to 1,349 1/2  450 to 899 1/4  less than 450 none     For service prior to the Effective Date each Participant who is a member of the  bargaining unit represented by the IBEW shall be credited with one (1) year of  Benefit Service (not to exceed fifteen (15) years) for each full year of continuous  service with the Participating Employer prior to the Effective Date.  The  maximum number of years of Benefit Service shall be thirty (30).  Notwithstanding anything herein to the contrary, Benefit Service for a Participant  who is a member of the bargaining unit represented by the IBEW shall not include  any periods of service after April 30, 2010.  Section 2.04. Break in Service.  (a) A Participant incurs a break in service if his or her employment with the  Participating Employer is severed and he or she fails to complete more than four hundred forty  nine (449) Hours of Service during a Plan Year.  A break in service shall continue each Plan  Year thereafter in which the Participant fails to complete more than four hundred forty nine  (449) Hours of Service.  (b) If a Participant with less than five (5) years of Vesting Service incurs a  break in service and the break in service is at least six (6) years in length , then his or her Vesting  Service and Benefit Service prior to the break in service shall be cancelled and disregarded under  Sections 2.02 and 2.03 of this Part.  (c) Except as provided in Section 2.01 of this Part, any former Participant  who is rehired as an Employee shall be a Participant immediately, regardless of the length of any  break in service.  





 






  C-7  4841-1404-2944.2  ARTICLE III. BENEFITS  Section 3.01. Normal Retirement Benefit.  (a) Any Participant whose employment with the Participating Employer and  its Affiliates is terminated on or after his or her attainment of age sixty-five (65) shall be entitled  to a normal retirement benefit.  The normal retirement benefit shall be a monthly amount equal  to the applicable dollar rate at the time of termination as an Employee times the Participant’s  years of Benefit Service (and fractions thereof) as of his or her retirement date, subject to the  limitations described in Section 2.03 of this Part.  The applicable dollar rate for Participants  represented by the Teamsters shall be determined from the following table:  Participants Terminating  Applicable  Dollar Rate     From January 1, 1984 to August 31, 1985 $ 9.50  From September 1, 1985 to May 31, 1986 10.50  From June 1, 1986 to May 31, 1989 11.00  From June 1, 1989 to May 31, 1990 12.00  From June 1, 1990 to May 31, 1991 13.00  From June 1, 1991 to May 31, 1992 14.00  From June 1, 1992 to May 31, 1993 15.00  From June 1, 1993 to May 31, 1994 16.00  From June 1, 1994 to May 31, 1995 17.00  From June 1, 1995 to May 31, 1996 17.50  From June 1, 1996 to May 31, 1997 18.00  From June 1, 1997 to May 31, 1998 19.00  From June 1, 1998 to May 31, 1999 20.00  From June 1, 1999 to May 31, 2000 21.00  From June 1, 2000 to May 31, 2001 22.00  From on and after June 1, 2001 23.00     The applicable dollar rate for Participants represented by the IBEW shall be determined at the  time of termination as an Employee from the following table and shall be subject to a limit on the  number of years of Benefit Service that may be considered as set forth below:  Participants Terminating  Applicable  Dollar Rate  Maximum Years  of Benefit Service      From September 1, 1983 to August 31, 1984 $ 9.50 30 years  From September 1, 1984 to August 31, 1986 10.50 30 years  From September 1, 1986 to August 31, 1989 11.00 30 years  From September 1, 1989 to August 31, 1990 11.50 30 years  From September 1, 1990 to August 31, 1991 11.50 32 years  From September 1, 1991 to August 31, 1992 12.00 32 years  From September 1, 1992 to August 31, 1993 13.00 32 years  From September 1, 1993 to August 31, 1994 13.50 32 years  





 






  C-8  4841-1404-2944.2  From September 1, 1994 to August 31, 1995 14.00 32 years  From September 1, 1995 to August 31, 1996 14.50 32 years  From September 1, 1996 to August 31, 1997 15.00 32 years  From September 1, 1997 to August 31, 1998 15.25 32 years  From September 1, 1998 to August 31, 1999 15.50 32 years  From September 1, 1999 to August 31, 2000 15.75 33 years  From September 1, 2000 to August 31, 2001 16.00 34 years  From September 1, 2001 to August 31, 2002 16.50 34 years  From September 1, 2002 to August 31, 2003 16.75 35 years  From September 1, 2003 to August 31, 2004 17.00 35 years  From September 1, 2004 to August 31, 2006 17.25 36 years  On or after September 1, 2006 17.50 36 years      Section 3.02. Early Retirement or Deferred Vested Benefit.  (a) Any Participant whose employment with the Participating Employer and  its Affiliates is terminated at any time following his or her completion of five (5) or more years  of Vesting Service shall be entitled to an early retirement or deferred vested benefit upon proper  application therefor.  The benefit hereunder shall be a monthly amount determined in the same  manner as the normal retirement benefit and payable no earlier than the Participant’s Normal  Retirement Date, except as permitted by subsection (b) below.  (b) A Participant whose employment is terminated at any time following his  or her completion of fifteen (15) years of Vesting Service may, by filing proper application, elect  to commence receiving his or her benefit under this Section 3.02 at any time after his or her  sixtieth (60th) birthday and prior to his or her attainment of age sixty five (65), provided,  however, that the Accrued Benefit shall be reduced by one half of one percent (0.5%) for each  complete month by which the Participant’s Annuity Starting Date precedes his or her Normal  Retirement Date.  Notwithstanding the foregoing, for benefits commencing prior to April 1, 1985  the applicable reduction factor shall be determined by the Actuarial Equivalent then in effect.  (c) Notwithstanding anything herein to the contrary, each unvested Participant  who is a member of the bargaining unit represented by the IBEW and who is in employment  with the Participating Employer on April 30, 2010 shall be deemed to have completed five (5)  years of Vesting Service under this Part regardless of such Participant’s actual years of Vesting  Service.  Section 3.03. Spouse’s Death Benefit.  (a) If a Participant has accrued at least five (5) years of Vesting Service or has  attained his or her Normal Retirement Date, his or her Spouse shall be entitled to a death benefit  in the event that the Participant dies prior to the Participant’s termination of employment.  The  Spouse of a Participant who has terminated employment from the Participating Employer and its  Affiliates after attaining age sixty (60) and completing at least fifteen (15) years of Vesting  Service shall be entitled to a death benefit in the event that the Participant dies prior to his or her  Annuity Starting Date.  The death benefit shall be a monthly amount equal to fifty percent (50%)  of the retirement benefit the Participant would have been entitled to receive if he or she had  





 






  C-9  4841-1404-2944.2  retired on the date of his or her death and had elected a life only annuity commencing at age  sixty five (65).  Such amount shall be payable during the life of the Spouse commencing with the  month following the death of the Participant.  (b) If a Participant who terminated from employment with the Participating  Employer on or after August 23, 1984 and is eligible for a deferred vested benefit pursuant to  Section 3.02 of this Part (but prior to attaining age sixty (60) and/or completing at least fifteen  (15) years of Vesting Service), dies prior to commencement of such benefits, his or her Spouse,  if any, will be entitled to a surviving spouse benefit.  This surviving spouse benefit shall be a  monthly amount equal to fifty percent (50%) of the retirement benefit the Participant would have  been entitled to receive if the Participant had commenced receipt of benefits on the date benefits  to the Spouse commence and had elected the normal form of a fifty percent (50%) joint and  survivor benefit pursuant to Section 3.01(a) of the Master Plan Document.  The benefit shall  commence with the month following the later of the Participant’s date of death or the date the  Participant was or would have attained age sixty five (65), except that the spouse of a Participant  who dies before age sixty five (65) with at least fifteen (15) years of Vesting Service may elect to  have benefits commence with any month beginning with the month following the date the  Participant would have attained age sixty (60), but no earlier than the month following his or her  death.  The surviving spouse benefit shall cease with the death of the spouse.  Section 3.04. Applicable Benefit Rate.  In the event payment of any of the  foregoing benefits is deferred or suspended, or this Part of the Plan is amended or benefit rates  increased subsequent to a Participant’s retirement or other termination of employment, the  amount of benefit payable and any other terms or conditions applicable to payment of such  benefit shall be determined on the basis of the rates and provisions of the Plan in effect as of the  date the Participant last completed an Hour of Service as an Employee.  Section 3.05. Disability Retirement.  (a) With respect to employees represented by the IBEW, effective with  respect to disabilities occurring on and after September 1, 1995, an employee with ten (10) or  more years of Vesting Service is eligible for a Disability Retirement Benefit calculated as if his  or her date of Total and Permanent Disability was his or her Normal Retirement Date.  The  applicable dollar rate for purposes of determining the benefit is the rate in effect at the time the  Administrator determines that the Participant has experienced a Total and Permanent Disability.   The Disability Retirement Benefit shall not be subject to reduction for early commencement.  





 






  D-1  4841-1404-2944.2  PART D: RBC MANUFACTURING MARATHON SPECIAL PRODUCTS  HOURLY PENSION PLAN  Overview:  • Participation frozen effective May 31, 2008.  • Benefits frozen effective December 31, 2011.  





 






  D-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Defined Terms.  The following words and phrases when used in  this Part shall have the following respective meanings unless the context clearly indicates  otherwise:  (a) “Actuarial Equivalent” shall be determined for all purposes (except as  required by Code Section 417(e)), including for purposes of converting from one periodic form  of payment to another and different commencement dates for payment, by using an interest rate  of seven percent (7%) per annum compounded annually and the 1971 Group Annuity Table with  an eighty percent (80%) male weighting and a twenty percent (20%) female weighting.  (b) “Basic Agreement” means the collective bargaining agreement between  the Participating Employer and the Union as amended and supplemented from time to time.  (c) “Benefit Service” means a Participant’s years of employment with the  Participating Employer which are credited under Section 2.03 of this Part.  (d) “Effective Date” means March 22, 1980.  (e) “Employee” means any person employed by the Participating Employer  on or after the Effective Date at the Participating Employer’s Bowling Green, Ohio facility who  is in the bargaining unit covered by the Basic Agreement.  Notwithstanding the foregoing, any individual who is hired, rehired or transferred to a position  that would otherwise be covered under this Part of the Plan on or after June 1, 2008, shall not be  considered an Employee hereunder.  (f) “Hour of Service” means:  (i) an hour for which an employee of the Participating Employer is  directly or indirectly paid or entitled to payment for the  performance of duties, plus  (ii) each hour not credited under (1) above for which back pay,  irrespective of mitigation of damages, has been either awarded or  agreed to by the Participating Employer, with respect to an  employee of the Participating Employer, and each of the first five  hundred one (501) hours during any single continuous period of  absence for which the employee is paid or entitled to payment,  for vacation, holiday, illness, incapacity (including disability),  layoff, jury duty, or leave of absence; provided, however, that no  





 






  D-3  4841-1404-2944.2  credit shall be given for any payment made for the sole purpose  of complying with applicable worker’s compensation laws or  unemployment compensation laws.  The Administrator shall determine each employee’s Hours of Service on the basis of time  actually worked and, in the case of Hours of Service which are credited under (2) above, on the  basis of the Participant’s regular work schedule.  Hours of Service shall be credited to the Plan  Year in which such hours occur and in accordance with Department of Labor Regulations  §2530.200b-2(b) and (c).  “Hours of Service as an Employee” means those Hours of Service  credited while the person was an Employee as defined in subsection (e) of this Section 1.01.  (g) “Normal Retirement Date” means the first day of the month coincident  with or next following a Participant’s sixty-fifth (65th) birthday.  (h) “Participating Employer” means Marathon Special Products Corporation,  a subsidiary of RBC Manufacturing Corporation.  (i) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (j) “Union” means the International Brotherhood of Electrical Workers AFL- CIO Local 1076.  (k) “Vesting Service” means a Participant’s years of employment with the  Participating Employer and its Affiliates which are credited under Section 2.02 of this Part.  





 






  D-4  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Participation.  (a) Each Employee on the Effective Date who has completed the qualifying  period defined in subsection (b) below shall commence participation under the Plan on such date.   Each other Employee shall commence participation under the Plan on the first day of the month  next following the completion of his or her qualifying period.  (b) The qualifying period shall be the twelve (12) month period commencing  on the Employee’s employment commencement date or any subsequent January 1 during which  the Employee completes at least one thousand (1,000) Hours of Service.  (c) Notwithstanding the foregoing, no one who is not an Employee on May  31, 2008, shall be entitled to begin participation under this Part of the Plan.  Accordingly, those  who first begin employment that would otherwise be covered under this Part of the Plan on or  after June 1, 2008, or who are rehired or transferred into such employment on or after that date,  will not be eligible to begin to accrue Benefit Service or to continue accruals if previously  covered by this Part of the Plan.  Section 2.02. Vesting Service.  Each Participant’s eligibility for benefits  hereunder shall be based in part upon his or her years of Vesting Service.  Each Participant shall  be credited with one (1) year of Vesting Service for each Plan Year before or after the Effective  Date in which he or she completes at least one thousand (1,000) Hours of Service.  In addition, if  a Participant does not complete at least one thousand (1,000) Hours of Service for the Plan Year  1980 but does complete one thousand (1,000) Hours between March 22, 1980 and March 22,  1981, he or she shall be credited with one (1) year of Vesting Service.  Solely for purposes of  Sections 2.01 and 2.02 of this Part, employment with any Affiliate shall be treated as  employment with the Participating Employer.  Section 2.03. Benefit Service.  The amount of each Participant’s benefit  hereunder shall be determined in part by his or her years of Benefit Service.  Each Participant  shall be credited with one (1) year of Benefit Service for each Plan Year before or after the  Effective Date and prior to January 1, 2012 in which he or she completes at least one thousand  eight hundred (1,800) Hours of Service as an Employee.  A Participant who completes fewer  than one thousand eight hundred (1,800) Hours of Service as an Employee in any Plan Year  before or after the Effective Date and prior to January 1, 2012 shall be credited with a partial  year of Benefit Service for such Plan Year, as determined from the following table:  





 






  D-5  4841-1404-2944.2  Hours of Service  as an Employee  Year of  Benefit Service     1,800 or more 1  1,400 to 1,799 3/4  1,000 to 1,399 1/2  Less than 1,000 none  less than 450 none     For the Plan Year 1980 each Participant shall be credited with at least the following Benefit  Service:  Hours of Service as an  Employee During Plan Year  Year of  Benefit Service     1,350 or more 1  1,050 to 1,349 3/4  750 to 1,049 1/2  Less than 750 none     Notwithstanding anything herein to the contrary, Benefit Service shall not include any periods of  service after December 31, 2011.  Section 2.04. Break in Service.  (a) A Participant incurs a break in service if his or her employment with the  Participating Employer is severed and he or she fails to complete more than five hundred (500)  Hours of Service during a Plan Year.  A break in service shall continue each Plan Year thereafter  in which the Participant fails to complete more than five hundred (500) Hours of Service.  (b) If a Participant with less than five (5) years of Vesting Service incurs a  break-in-service and the break-in-service is at least six (6) years in length, then his or her Vesting  Service and Benefit Service prior to the break-in-service shall be cancelled and disregarded  under Section 2.02 and 2.03 of this Part.  (c) Except as provided in Section 2.01(c) of this Part, any former Participant  who is rehired as an Employee shall be a Participant immediately, regardless of the length of any  break in service.  





 






  D-6  4841-1404-2944.2  ARTICLE III. BENEFITS  Section 3.01. Normal Retirement Benefit.  (a) Any Participant whose employment is terminated after the Effective Date  and on or after his or her attainment of age sixty-five (65) shall be entitled to a normal retirement  benefit.  The normal retirement benefit shall be a monthly amount equal to the Participant’s years  of Benefit Service times the applicable dollar rate set forth in the schedule below, based upon the  date of the Participant’s termination of employment as an Employee.  Participants Terminating Applicable Dollar Rate     March 22, 1980 or  March 31, 1988    $4.00  April 1, 1988 to  March 31, 1989    $4.50  April 1, 1989 to  March 31, 1990    $5.00  April 1, 1990 to  March 31, 1991    $6.00  April 1, 1991 to  March 31, 1994    $7.00  April 1, 1994 to  March 31, 1995    $7.50  April 1, 1995 to  March 31, 1996    $8.00  April 1, 1996 to  March 31, 1997    $8.50  April 1, 1997 to  March 31, 1998    $9.00  April 1, 1998 to  March 31, 1999    $9.50  April 1, 1999 to  March 31, 2000    $10.00  





 






  D-7  4841-1404-2944.2  April 1 2000 to  March 31, 2001    $10.50  April 1, 2001 and  thereafter  $11.00     Notwithstanding the foregoing, (i) with respect to any Participant who is employed on  December 31, 2011, such Participant’s applicable dollar rate shall be determined as if such  Participant terminated employment on December 31, 2011, and (ii) with respect to any other  Participant, such Participant’s applicable dollar rate shall be determined with respect to the  period through the date on which the Participant most recently terminated employment as an  Employee prior to January 1, 2012.  Section 3.02. Early Retirement or Deferred Vested Benefit.  (a) Any Participant whose employment is terminated at any time following  his or her completion of five (5) or more years of Vesting Service shall be entitled to an early  retirement or deferred vested benefit upon proper application therefor.  The benefit hereunder  shall be a monthly amount determined in the same manner as the normal retirement benefit and  payable commencing no earlier than the Participant’s Normal Retirement Date, except as  permitted by subsection (b) below.  (b) A Participant whose employment is terminated at any time following his  or her completion of ten (10) years of Vesting Service may, by filing proper application, elect to  commence receiving his or her benefit under this Section 3.02 at any time after his or her sixtieth  (60th) birthday and prior to his or her attainment of age sixty-five (65), provided, however, that  the Accrued Benefit shall be reduced by one half of one percent (0.5%) for each complete month  by which the Participant’s Annuity Starting Date precedes his or her Normal Retirement Date.  (c) Notwithstanding anything herein to the contrary, any unvested Participant  who completes at least one Hour of Service on or after December 31, 2011 shall be deemed to  have completed five (5) years of Vesting Service under this Part regardless of such Participant’s  actual years of Vesting Service.  Section 3.03. Spouse’s Death Benefit.  (a) In the event,  (i) a Participant with five (5) or more years of Vesting Service or  who is at least age sixty-five (65) (or who is otherwise fully  vested) dies while an employee of the Participating Employer on  or after January 1, 1989, or  (ii) a Participant with a deferred vested benefit which had not  commenced and who had terminated from the Participating  Employer after December 31, 1975 dies on or after August 23,  1984, or  





 






  D-8  4841-1404-2944.2  (iii) a Participant who retired under the normal retirement provisions  but had not commenced benefits dies,  the Spouse of such Participant, if any, will be entitled to a Spouse’s death benefit.  The Spouse’s  death benefit shall be a monthly amount equal to the retirement benefit the Spouse would have  been entitled to receive if the Participant had terminated employment at the date of death,  survived to the date benefits are to begin pursuant to subsection (b), and commenced receipt of  benefits in the normal form of a fifty percent (50%) joint and survivor benefit pursuant to Section  3.01(a) of the Master Plan Document.  (b) The Spouse’s death benefit shall commence no earlier than the month  following the later of the Participant’s date of death or the date the Participant was or would have  attained age sixty-five (65), except that for a Participant with at least ten (10) years of Vesting  Service, the Spouse may elect to have benefits commence with any month following the later of  the Participant’s date of death or the date the Participant would have attained age sixty (60), but  not later than the date the Participant would have attained age sixty-five (65).  Section 3.04. Applicable Benefit Rate.  In the event payment of any of the  foregoing benefits is deferred or suspended, or this Part of the Plan is amended or benefit rates  increased subsequent to a Participant’s retirement or other termination of employment as an  Employee, the amount of benefit payable and any other terms or conditions applicable to  payment of such benefit shall be determined on the basis of the rates and provisions of the Plan  in effect as of the date the Participant last completed an Hour of Service as an Employee.  





 






  E-1  4841-1404-2944.2  PART E: UNICO, INC. EMPLOYEES’ PENSION PLAN  Overview:  • Participation frozen effective April 30, 2011.  • Benefits frozen effective April 30, 2011.  





 






  E-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Defined Terms.  The following words and phrases when used in  this Part shall have the following respective meanings, unless the context clearly indicates  otherwise:  (a) “Actuarial Equivalent” shall be determined for all purposes (except as  required by Code Section 417(e)(3)) using an interest rate of six percent (6%) compounded  annually and the 1971 Group Annuity Mortality Table for Males with a one year setback for  Participants and a five year setback for Spouses of Participants and contingent Beneficiaries of  Participants.  (b) “Break in Service” means:  (i) For Purposes of Eligibility Service, a computation period during  which a Participant does not complete more than 500 Hours of  Service.  The computation period for measuring breaks in service  shall be the same as for measuring Years of Eligibility Service.  (ii) For Purposes of Vesting Service, a 12-month Period of  Severance.  (c) “Compensation” means an Employee’s wages, salary, fees for professional  service and other amounts received (without regard to whether or not an amount is paid in cash)  for personal services actually rendered in the course of employment with the Participating  Employer to the extent that the amounts are includable in gross income and reported on the  Employee’s Form W-2 for purposes of federal income tax withholding for the determination  period, adjusted as follows:  (i) Including elective deferrals (as defined in Code Section  402(g)(3)) and any amount that is contributed or deferred by the  Participating Employer at the election of the Employee and not  includable in the gross income of the Employee by reason of  Code Sections 125 or 132(f)(4); and  (ii) Excluding (A) reimbursements or other expense allowances, (B)  fringe benefits (cash and noncash), (C) moving expenses, (D)  deferred compensation (unless otherwise specifically included)  and (E) welfare benefits.  





 






  E-3  4841-1404-2944.2  Notwithstanding any other provisions of the Plan, Compensation earned after  April 30, 2011 shall not be counted under this Part of the Plan for the purposes of benefit  accruals.  For purposes of this subsection, the “determination period” is a Plan Year, unless  any other section of this Part of the Plan explicitly provides for the determination of  Compensation over an applicable period other than the Plan Year.  The annual Compensation of each Participant in any Plan Year shall not exceed  the annual compensation limit of Code Section 401(a)(17), as adjusted for increases in the cost of  living in accordance with Code Section 401(a)(17)(B).  The cost-of-living adjustment in effect  for a calendar year applies for the Plan Year that begins with or within such calendar year.  If the  Plan determines Compensation for a determination period that is less than 12 consecutive  months, the annual compensation limit is multiplied by a fraction, the numerator of which is the  number of months in the short Plan Year, and the denominator of which is 12.  The annual Compensation of each Participant taken into account in determining  benefit accruals in any Plan Year beginning after December 31, 2001 shall not exceed $200,000,  as adjusted as described above.  In determining benefit accruals in Plan Years beginning after  December 31, 2001, the Annual Compensation Limit for determination periods beginning before  January 1, 2002, shall be as follows:  $150,000 for any determination period beginning in 1996  or earlier; $160,000 for any determination period beginning in 1997, 1998 or 1999; and $170,000  for any determination period beginning in 2000 or 2001.  Compensation paid within the later of 21⁄2 months after severance from  Employment (within the meaning of Section 1.415(a)-1(f)(5) of the Treasury regulations) or the  end of the limitation year that includes the date of severance from Employment shall be included  in Compensation if the payments, absent the severance from Employment, would have been paid  to the employee while the Employee continued in Employment with the Participating Employer  and are regular compensation for services during the Employee’s regular working hours,  compensation for services outside the Employee’s regular working hours, or other similar  circumstances.  Payments not described above shall not be considered Compensation if paid after  severance from Employment, even if paid within the time period referenced above.  (d) “Covered Compensation” means the average (without indexing) of the  taxable wage bases in effect for each calendar year during the 35-year period ending with the last  day of the calendar year in which the Participant attains (or will attain) social security retirement  age (as defined in Code Section 415(b)(8)).  In determining a Participant’s Covered  Compensation for a Plan Year, the taxable wage base for all calendar years beginning after the  first day of the Plan Year shall be assumed to be the same as the taxable wage base in effect as of  the beginning of the Plan Year for which the determination is being made.  A Participant’s  Covered Compensation is automatically adjusted for each Plan Year according to tables  published by the Internal Revenue Service.  





 






  E-4  4841-1404-2944.2  (i) A Participant’s Covered Compensation for a Plan Year before  the 35-year period described in this subsection (d) is the taxable  wage base in effect as of the beginning of the Plan Year.  (ii) A Participant’s Covered Compensation for a Plan Year after the  35-year period described in this subsection (d) is the Participant’s  Covered Compensation for the Plan Year during which the 35- year period ends.  (e) “Effective Date” means January 1, 1979.  (f) “Employee” means any common law employee of Unico, Inc. or a related  Participating Employer who meets the requirements in Section 2.01 of this Part.  A Leased  Employee shall not be considered an Employee.  (g) “Employment” means an individual’s employment with a Participating  Employer.  (h) “Extended Break in Service” means a Period of Severance that equals or  exceeds the greater of five Breaks in Service for vesting purposes or the aggregate number of the  Participant’s Years of Service before his or her reemployment.  (i) “Final Average Compensation” means a Participant’s average annual  Compensation paid to the Participant during the 60 consecutive months of the final 120 months  of the Participant’s Employment that produce the highest average.  If a Participant has less than  60 months of Employment, the average shall be taken over his or her total period of  Employment.  Notwithstanding any other provision of the Plan, Final Average Compensation  shall not include any Compensation earned by or paid to any Participant after April 30, 2011.  (j) “Hour of Service” means an hour counted for the purpose of determining  an Employee’s eligibility to participate in this Part of the Plan pursuant to Article II of this Part  and shall include:  (i) Each hour for which an individual is paid, or entitled to payment,  for the performance of service for the Participating Employer;  (ii) Each hour for which an individual is paid, or entitled to payment  by the Participating Employer without the performance of  service (regardless of whether the employment relationship has  terminated) due to vacation, holiday, layoff, illness, incapacity  (including disability), jury duty, military duty, or leave of  absence.  No more than 501 Hours of Service will be credited for  any single continuous period (whether or not such period occurs  in a single Plan Year or other computation period).  Hours under  this paragraph will be calculated and credited pursuant to  Sections 2530.200b-2 and 3 of the Department of Labor  Regulations, which are incorporated herein by this reference; and  





 






  E-5  4841-1404-2944.2  (iii) Each hour for which back pay, regardless of any mitigation of  damages, is either awarded or agreed to by the Participating  Employer.  The same Hours of Service will not be credited pursuant to both paragraphs (i) or  (ii), as the case may be, and paragraph (iii).  An Employee who is not compensated on an hourly basis shall be credited with  190 Hours of Service for each calendar month in which he or she would be credited with one or  more Hours of Service if he or she were compensated on an hourly basis.  Hours of Service shall be credited for employment with Affiliates and as a Leased  Employee, except as provided in the Plan’s definition of Leased Employee, for purposes of  calculating Years of Eligibility Service and Years of Vesting Service.  (k) “Normal Retirement Date” means the first day of the month coincident  with or next following a Participant’s sixty-fifth (65th) birthday.  (l) “Participating Employer” means Unico, Inc. and any other Affiliate which  had adopted this Part of the Plan prior to April 30, 2011, which was the date that this Part of the  Plan was frozen.  (m) “Period of Severance” means a continuous period of time during which  the Employee is not employed by the Participating Employer.  Such period begins on the date the  Employee retires, quits or is discharged, or if earlier, the 12-month anniversary of the date on  which the Employee was otherwise first absent from service.  In the case of an individual who is  absent from work for maternity or paternity reasons, the 12-consecutive month period beginning  on the first anniversary of the first date of such absence shall not constitute a break in service.   For purposes of this paragraph, an absence from work for maternity or paternity reasons means  an absence (i) by reason of the pregnancy of the individual, (ii) by reason of the birth of a child  of the individual, (iii) by reason of the placement of a child with the individual in connection  with the adoption of such child by such individual, or (iv) for purposes of caring for such child  for a period beginning immediately following such birth or placement.  (n) “Severance from Service Date” means the earlier of (i) the date on which  the Employee quits, retires, is discharged, or dies; or (ii) the first anniversary of the first day of a  period in which an Employee remains absent from service with the Participating Employer for  any reason other than quit, retirement, discharge, or death such as vacation, holiday, sickness,  disability, leave of absence or layoff.  The Severance from Service Date of an Employee who is  absent from service beyond the first anniversary of the first day of absence by reason of  maternity or paternity absence is the second anniversary of the first day of such absence.  For  purposes of this paragraph, an absence from work for maternity or paternity reasons means an  absence (i) by reason of the pregnancy of the individual, (ii) by reason of the birth of a child of  the individual, (iii) by reason of the placement of a child with the individual in connection with  the adoption of such child by such individual, or (iv) for purposes of caring for such child for a  period beginning immediately following such birth or placement.  





 






  E-6  4841-1404-2944.2  (o) “Social Security Retirement Age” means age 65 if the Participant attains  age 62 before January 1, 2000 (i.e., born before January 1, 1938), age 66 if the Participant attains  age 62 after December 31, 1999 but before January 1, 2017 (i.e., born after December 31, 1937  but before January 1, 1955) and age 67 if the Participant attains age 62 after December 31, 2016  (i.e., born after December 31, 1954).  (p) “Spouse” means the person to whom a Participant is legally married on the  date of the Participant’s death.  For purposes hereof, “legally married” means legally married (A)  under the laws of the United States (or one of the United States) or any other generally  recognized jurisdiction and (B) for federal tax purposes.  (q) “Year of Credited Service” means a year of service for purposes of benefit  accruals, in years plus days.  Each Employee will receive a Year of Credit Service for the period  beginning on the date the Employee commences participation under the Plan and ending on the  earlier of (i) the Severance From Service Date, (ii) the date the individual no longer qualifies as  an Employee (i.e., ceases to be a member of an eligible class of employees), or (iii) May 1, 2011,  exclusive of any Breaks in Service.  (r) “Year of Eligibility Service” means a 12-consecutive month period  beginning on the date an Employee first performs an Hour of Service, or any Plan Year  thereafter, in which an Employee completes at least 1,000 Hours of Service.  (s) “Year of Service” means a Participant’s periods of service divided into  whole years.  Subject to the rules stated in Section 2.03 of this Part, nonsuccessive periods of  service and less than whole year periods of service must be aggregated.  In aggregating less than  whole years, 12 months of service or 365 days of service shall equal a whole year.  





 






  E-7  4841-1404-2944.2  ARTICLE II. ELIGIBILITY AND PARTICIPATION  Section 2.01. Eligible Class of Employees.  This Article II refers to Employees  eligible to participate in this Part of the Plan as “Eligible Employees.”  An Eligible Employee is  any Employee who is not a nonresident alien who receives no U.S. source earned income.  Section 2.02. Commencement of Participation.  An Eligible Employee shall  become a Participant as of the July 1 immediately preceding the date he or she attains age 21  (age 25 before July 1, 1985) and completes one Year of Eligibility Service.  An Eligible Employee who satisfied the above requirements on or before January 1, 1979 shall  become a Participant on January 1, 1979.  Before July 1, 1988, an Employee first employed by  the Participating Employer after age 60 could not become a Participant.  Notwithstanding any other provision of the Plan, no individual may become a Participant in this  Part of the Plan on or after May 1, 2011.  Section 2.03. Reemployment.  (a) Prior to a Break in Service.  If a former or inactive Participant resumes  Employment prior to incurring a Break in Service and prior to May 1, 2011, he or she shall  immediately participate in the Plan provided he or she is employed as an Eligible Employee.  (b) After a Break in Service.  (i) With Vested Rights.  If a former or inactive Participant had  vested rights in his or her Accrued Benefit and subsequently  resumes active Employment after incurring a Break in Service  but prior to May 1, 2011, he or she shall immediately participate  in the Plan provided he or she is employed as an Eligible  Employee.  (ii) With No Vested Rights.  If a former or inactive Participant  (including a former Employee who satisfied the requirements of  Section 2.02 of this Part but was not actively employed on the  appropriate entry date set forth in Section 2.02 of this Part) had  no vested rights in his or her Accrued Benefit and resumes  Employment before incurring an extended Break in Service and  prior to May 1, 2011, he or she shall immediately participate in  the Plan provided he or she is employed as an Eligible  Employee.  If a former or inactive Participant had no vested  rights in his or her Accrued Benefit and subsequently resumes  Employment after incurring an extended Break in Service and  prior to May 1, 2011, he or she shall be treated as a new  Employee for eligibility purposes and shall participate in the Plan  pursuant to the requirements of this Article II.  For purposes of  this subsection 2.03(b), an “extended Break in Service” is a  period of Breaks in Service equaling or exceeding the greater of  





 






  E-8  4841-1404-2944.2  (i) five-consecutive years or (ii) the number of Years of  Eligibility Service a Participant completes prior to the Break in  Service.  The number of Years of Eligibility Service a Participant  completed prior to a Break in Service shall not include any Years  of Eligibility Service disregarded pursuant to this subsection  2.03(b) by reason of prior Breaks in Service.  





 






  E-9  4841-1404-2944.2  ARTICLE III. BENEFITS  Section 3.01. Normal Retirement Benefit.  Any Participant whose employment is  terminated after the Effective Date and on or after his or her Normal Retirement Date shall be  entitled to a normal retirement benefit.  The normal retirement benefit shall be the amount of the  frozen monthly benefit communicated to the Employer at the time the predecessor plan was  acquired by the Employer, which should be equal to the sum of (a) and (b), but not less than the  amount determined under (c), as applicable.  (a) Normal Retirement Benefit for Years of Credited Service After  December 31, 2001.  The normal retirement benefit for Years of Credited Service completed  after December 31, 2001 shall equal 1/12 of the sum of (i) and (ii) below:  (i) .35% of the Participant’s Final Average Compensation  multiplied by the Participant’s Years of Credited Service  completed after December 31, 2001, to a maximum of 30 total  Years of Credited Service (completed before or after December  31, 2001); plus  (ii) .3% of the amount by which the Participant’s Final Average  Compensation exceeds the Participant’s Covered Compensation,  times the Participant’s Years of Credited Service completed after  December 31, 2001, to a maximum of 30 total Years of Credited  Service (completed before or after December 31, 2001).  The Participant’s normal retirement benefit shall not to be less than the amount  accrued as of December 31, 2001.  If a Participant has already completed 30 or more Years of  Credited Service as of December 31, 2001, he shall accrue no additional benefits after  December 31, 2001.  (b) Normal Retirement Benefit for Years of Credited Service Before  January 1, 2002.  For an individual who completes any period of service after June 30, 1989, the  normal retirement benefit for Years of Credited Service completed as of December 31, 2001  shall equal 1/12 of the sum of (i) and (ii) below:  (i) .7% of the Participant’s Final Average Compensation multiplied  by the Participant’s Years of Credited Service as of December  31, 2001 to a maximum of 35 Years of Credited Service; plus  (ii) .6% of the amount by which the Participant’s Final Average  Compensation exceeds the Participant’s Covered Compensation,  times the Participant’s Years of Credited Service as of December  31, 2001 to a maximum of 35 Years of Credited Service.  (c) Minimum Normal Retirement Benefit for Years of Credited Service  Before July 1, 1989.  A Participant’s normal retirement benefit for Years of Credited Service  before July 1, 1989 shall equal no less than 1/12th of the sum of (i) and (ii) below:  





 






  E-10  4841-1404-2944.2  (i) .5% of the Participant’s Final Average Compensation as of June  30, 1989 times the Participant’s Years of Credited Service as of  June 30, 1989; plus  (ii) 1.0% of the amount by which the Participant’s Final Average  Compensation as of June 30, 1989 exceeds the Participant’s  Covered Compensation, times the Participant’s Years of Credited  Service as of June 30, 1989.  Section 3.02. Early Retirement or Deferred Vested Retirement Benefit.  (a) A Participant with at least three Years of Service on July 1, 1989 shall be  40% vested in his or her Accrued Benefit upon completing four Years of Service.  In all other  circumstances, a Participant’s Accrued Benefit shall vest according to the following schedule:  Years of Service  Vested  Percentage     Fewer than 5 0%  5 or more 100%     (b) A Participant’s monthly benefit under this Section 3.02 shall be the  Participant’s Accrued Benefit payable commencing no earlier than the Participant’s Normal  Retirement Date, except as permitted by subsection (c) below.  (c) A Participant with a benefit under this Section 3.02 may, by filing proper  application, elect to commence receiving his or her benefit at any time after his or her fifty-fifth  (55th) birthday and prior to his or her attainment of age sixty-five (65).  The benefit shall be the  Accrued Benefit, but reduced by 1/180th for each of the first 60 months and 1/360th for each of  the next 60 months by which the Participant’s Annuity Starting Date precedes the Participant’s  Normal Retirement Date.  (d) Notwithstanding any other provision of the Plan, each Participant who is  an active Employee on April 30, 2011 shall be 100% vested in his or her accrued benefit under  this Part regardless of the number of Years of Service he or she has completed.  





 






  E-11  4841-1404-2944.2  ARTICLE IV. PRERETIREMENT DEATH BENEFITS FOR MARRIED PARTICIPANTS  Section 4.01. Death Benefits for Married Participants.  The surviving Spouse of  a deceased Participant is eligible to receive a death benefit under this Part of the Plan if the  following conditions are satisfied:  (a) The Participant’s Spouse must be living and married to the Participant on  the date of the Participant’s death;  (b) The Participant must have earned a vested right to benefits under this Part  of the Plan; and  (c) The Participant must have died before his or her Annuity Starting Date.  Section 4.02. Amount of Surviving Spouse Death Benefit.  (a) Death On or Before Earliest Payment Date.  The surviving spouse death  benefit payable with respect to a Participant who dies on or before the earliest date on which the  Participant could have elected to receive benefits from the Plan shall be a monthly amount for  the life of the surviving spouse equal to the amount which would have been payable to the  spouse under a 100-percent joint and survivor annuity described in Section 3.02 of the Master  Plan Document, calculated as if the Participant had:  (i) Terminated his or her Employment on his or her date of death or  his or her actual date of termination of Employment, if earlier;  (ii) Survived to the earliest date on which he or she could have  elected to receive benefits from the Plan;  (iii) Retired with an immediate 100% joint and survivor annuity at  such earliest payment date; and  (iv) Died on the day after such earliest payment date.  (b) Death After Earliest Payment Date.  The surviving spouse death benefit  payable with respect to a Participant who dies after the earliest date on which he or she could  have elected to receive benefits from the Plan but before his or her Normal Retirement Date shall  be the amount which would have been payable to the spouse under a 100-percent joint and  survivor annuity described in Section 3.02 of the Master Plan Document, calculated as if the  Participant had begun to receive benefits in the form of a 100-percent joint and survivor annuity  as of the day before the Participant’s date of death.  Such amount shall be based on the  Participant’s normal retirement benefit determined as of his or her date of death reduced in  accordance with Section 3.02 of this Part.  (c) Commencement of Surviving Spouse’s Benefits.  The surviving Spouse  can elect that payments commence on the first day of any month, but not earlier than:  (i) with  respect to a Participant who dies on or before the earliest date on which he or she could have  elected to receive benefits from this Part of the Plan, beginning on the first day of the month  





 






  E-12  4841-1404-2944.2  coinciding with or immediately following the earliest date the Participant would have been  eligible to receive a deferred vested benefit if he or she had survived; and (ii) with respect to a  Participant who dies after the earliest date on which he or she could have elected to receive  benefits from this Part of the Plan, the first day of the month following the month the Participant  died.  





 






  F-1  4841-1404-2944.2  PART F: TIPP CITY PLANT INDUSTRIAL PENSION PLAN  Overview:  • Participation frozen effective November 30, 2011.  • Benefits frozen effective November 30, 2011.  





 






  F-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  The following words and phrases when used in this  Part of the Plan shall have the following respective meanings, unless the context clearly indicates  otherwise,:  (a) “Acquisition Agreement” means the Asset and Stock Purchase Agreement  dated as of December 12, 2010, by and between A.O. Smith Corporation and Regal Beloit  Corporation.  (b) “Actuarial Equivalent” or “Actuarially Calculated” shall be determined for  all purposes (except as required by Code Section 417(e)) using the RP-2000CH mortality table  (weighted 50% male and 50% female) and an 8% interest rate; provided that, in no event shall a  Participant’s actuarial equivalent optional form of benefit hereunder be less valuable than the  value of such Participant’s accrued benefit under Section 3.01 of the Prior Plan as of December  1, 2011 calculated based on the 1971 Group Annuity Mortality Table using a 95% male and 5%  female weighting, with interest at 8%.  (c) “Break in Service” means any Plan Year during which an Employee has  500 or less Hours of Service.  Solely for the purposes of determining whether an Employee has  incurred a Break in Service, the Employee shall be credited with Hours of Service with respect to  any period of unpaid absence under the Family Medical Leave Act of 1993 (“FMLA”), or with  respect to any period of a child-rearing absence which is due to:  (i) the Employee’s pregnancy;  (ii) the birth of a child of the Employee;  (iii) the placement of a child with the Employee as a result of the  Employee’s adoption of such child; or  (iv) the caring of such child immediately following such birth or  placement.  Such Hours of Service shall be credited on the basis of the Hours of Service with  which the Employee would have been credited but for such absence or, where those hours cannot  be determined by the Administrator, eight hours per normal workday of the absence.  No more  than 501 such hours shall be credited with respect to any single continuous period of a child- related or FMLA absence due to one or more of the reasons specified above, even though some  or all of those hours may also be recognized as Hours of Service under Section 1.01(h).  The  Hours credited under this subsection shall apply to the Plan Year immediately following the Plan  Year in which the child-related or FMLA absence commences unless such credit is needed to  





 






  F-3  4841-1404-2944.2  avoid a Break in Service in the former Plan Year.  Regardless of the Plan Year to which such  credit is applied, only that portion of such credit which is credited under Section 1.01(h), shall be  recognized in determining the number of years of Vesting Service.  No Hours of Service credit  shall be given for a child-related or FMLA absence under this Section unless sufficient  information to establish the number of days needed for such absence and that such absence is for  one or more of the reasons specified in the FMLA or in clauses (i)-(iv) above, as applicable, is  provided by the Employee to the Administrator in such form and at such time as the  Administrator may specify from time to time under uniform rules consistently applied in like  circumstances for personnel who are similarly situated in respect to such Employee.  (d) “Credited Service” means employment for which credit is given for  purposes of determining the amount of benefits, as follows:  (i) With respect to an Employee who is considered a Transferred  Employee (as defined in the Acquisition Agreement), such  employee will be credited with Credited Service equal to the  Credited Service (in whole and fractional years) credited to such  individual under the terms of the Prior Plan as of the date such  individual becomes a Transferred Employee.  (ii) On and after the Effective Date and until November 30, 2011,  Employees shall receive credit for one year of Credited Service  for each Plan Year during which the Employee receives pay from  the Participating Employer for 1,700 or more hours; or a  proportionate credit to the nearest complete 1/10th year for each  year during which the Employee receives pay from the  Participating Employer for less than 1,700 hours.   Notwithstanding the foregoing, (x) with respect to the Plan’s  initial Plan Year, any Hours of Service credited to a Transferred  Employee under the Prior Plan for the period from January 1,  2011 through the date such individual becomes a Transferred  Employee and that are not counted in determining Credited  Service under such Prior Plan shall be counted towards Credited  Service hereunder and (y) Credited Service will continue to be  counted after November 30, 2011 solely for the purposes of  Section 2.04 and Section 3.01 of this Part.  (iii) Employees shall receive credit for all service credited under any  other retirement plan or plans to which the Participating  Employer contributes; provided, however, that there shall be no  duplication of benefits for the same period of Credited Service  under the various plans to which the Participating Employer  contributes.  (iv) A non-vested Employee shall lose his or her Credited Service if  his or her employment is terminated and he or she incurs five  consecutive Breaks in Service.  





 






  F-4  4841-1404-2944.2  (v) Any Employee who is reemployed prior to five consecutive  Breaks in Service and prior to November 30, 2011 shall have his  or her original Credited Service restored upon completion of one  additional year of Vesting Service after reemployment.  (vi) Notwithstanding anything herein to the contrary, Credited  Service shall not include any periods of service after November  30, 2011 except for purposes of Section 2.04 of this Part.  (e) “Early Retirement Date” means the first day of the month coincident with  or next following the date a Participant is eligible for benefits under Section 2.03, 2.04, or 2.05  of this Part.  (f) “Effective Date” means August 22, 2011.  (g) “Employee” means any person on the active hourly employment payroll of  the Participating Employer at its Tipp City, Ohio plant who is included in the collective  bargaining unit represented by a labor organization whose collective bargaining agreement with  the Participating Employer designates participation in the Prior Plan and whose most recent date  of hire or rehire is prior to November 30, 2011.  (h) “Hour of Service” means the measurement which is used to determine an  Employee’s Vesting Service and Credited Service.  An Hour of Service shall be earned for:  (i) An hour for which an individual directly or indirectly receives  pay (or is entitled to payment) for services performed in the  course of employment for the Participating Employer and any  Affiliate Participating Employer and its Affiliates, or for reasons  other than the performance of duties during the applicable  computation period, such as vacation, holidays, jury duty, sick or  funeral leaves, and similar periods of nonworking time;  (ii) Periods of absence because of military leaves (as to which the  individual is entitled to reinstatement as defined in the Veteran’s  Reemployment Rights Act or the Uniformed Services  Employment and Reemployment Rights Act);  (iii) Periods for which back pay is awarded or agreed to (irrespective  of mitigation of damages); and  (iv) Periods of approved personal leaves, but only if the individual  returns within the period authorized for such leave.  The number of Hours of Service credited to an individual as a result of payment  for other than duties performed shall be the same number of Hours of Service the individual  would have received if services had been performed for the Participating Employer and any  Affiliate during that computation period, based upon the individual’s customary Hours of  Service immediately prior to the absence.  Hours of Service shall be deemed accumulated for all  





 






  F-5  4841-1404-2944.2  purposes herein during the period for which they accrued irrespective of when payment is made,  and shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor  regulations which are hereby incorporated by reference.  (i) “Normal Retirement Date” means the first day of the month coincident  with or next following the date on which the Employee attains age 65.  (j) “Participating Employer” means Regal Beloit EPC, Inc., a Wisconsin  corporation.  (k) “Prior Plan” means the A.O. Smith Corporation Tipp City Plant Industrial  Pension Plan, a component of the A.O. Smith Retirement Plan.  (l) “Spouse” means either (i) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (ii) in the event the Participant dies before his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (m) “Total and Permanent Disability” means total disability caused by bodily  injury or disease, physical or mental, or both, sufficient to prevent the Employee from engaging  in any regular occupation or employment for remuneration or profit, which disability will be  permanent and continuous during the remainder of the Employee’s life; provided, however, that  no Employee shall be deemed to be totally and permanently disabled for the purposes of this Part  of the Plan if the incapacity consists of chronic alcoholism or addiction to narcotics, or if such  incapacity was:  (i) contracted, suffered or incurred while engaged in a felonious enterprise or  resulted therefrom; (ii) resulted from an intentionally self-inflicted injury; or (iii) resulted from  service in the armed forces of any country.  The existence of Total and Permanent Disability  shall be determined by the Administrator on the basis of medical evidence.  (n) “Vesting Service” means employment for which credit is given for  purposes of determining eligibility for benefits, as follows:  (i) With respect to an Employee who is considered a Transferred  Employee (as defined in the Acquisition Agreement) such  employee will be credited with Vesting Service equal to the  Vesting Service (in whole and fractional years) credited to such  individual under the terms of the Prior Plan as of the date such  individual becomes a Transferred Employee.  (ii) On and after the Effective Date, Employees shall receive credit  for one year of Vesting Service for each Plan Year during which  at least 1,000 Hours of Service are accumulated.  A proportionate  year of Vesting Service to the nearest completed one-tenth year  shall be accrued for each 170 Hours of Service for Plan Years  during which the Employee does not accumulate at least 1,000  Hours of Service.  Notwithstanding the foregoing, with respect to  





 






  F-6  4841-1404-2944.2  the Plan’s initial Plan Year, any Hours of Service credited to a  Transferred Employee under the Prior Plan for the period from  January 1, 2011 through the date such individual becomes a  Transferred Employee and that are not counted in determining  Vesting Service under such Prior Plan shall be counted towards  Vesting Service hereunder.  (iii) A non-vested Employee shall lose his or her Vesting Service if  his or her employment is terminated and he incurs five  consecutive Breaks in Service.  (iv) Any Employee who is reemployed prior to five consecutive  Breaks in Service shall have his or her original Vesting Service  restored upon completion of one year of Vesting Service after  reemployment.  





 






  F-7  4841-1404-2944.2  ARTICLE II. ELIGIBILITY  Section 2.01. Participation.  Prior to December 1, 2011, each Employee was  eligible to participate in the Plan immediately upon the date he or she qualified as an Employee.   Participation shall cease on the date an individual ceases to qualify as an Employee.  No  individual shall become a Participant after November 30, 2011.  Section 2.02. Normal Retirement Eligibility.  An Employee with 10 or more  years of Vesting Service whose employment with the Participating Employer and its Affiliates is  terminated upon or after the Employee’s 65th birthday shall be eligible for Normal Retirement  Benefits.  Section 2.03. Special Early Retirement Eligibility.  An Employee with 10 or  more years of Vesting Service whose employment with the Participating Employer and its  Affiliates is terminated upon or after the Employee’s 62nd birthday shall be eligible for Normal  Retirement Benefits.  Section 2.04. 30 and Out Eligibility.  An Employee with 30 or more years of  Credited Service whose employment with the Participating Employer and its Affiliates is  terminated shall be eligible for Normal Retirement Benefits at any age.  Section 2.05. Early Retirement Eligibility.  An Employee with 10 or more years  of Vesting Service whose employment with the Participating Employer and its Affiliates is  terminated upon or after the Employee’s 57th birthday but prior to such Employee’s 65th  birthday shall be eligible for Early Retirement Benefits.  Section 2.06. Disability Retirement Eligibility.  An Employee with 10 or more  years of Vesting Service, who has a Total and Permanent Disability prior to age 65, shall be  eligible for Disability Retirement Benefits.  Total and Permanent Disability must exist while the  Employee is on the active payroll of the Participating Employer or an Affiliate, either as an  active Employee or while on continuous sick leave within 36 months from the date of last active  employment with the Participating Employer or  an Affiliate, and an application for Disability  Retirement Benefits must be filed during such period.  Section 2.07. Deferred Vested Eligibility.  Employees not otherwise eligible for  benefits under the Plan may be eligible for Deferred Vested Benefits if at the time of termination  of employment with the Participating Employer and its Affiliates:  (a) the Employee had five or more years of Vesting Service; or  (b) the Employee had attained age 65 and had completed five years of  employment with the Participating Employer and its Affiliates.  





 






  F-8  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Normal and Early Retirement Benefits.  Every eligible Employee  upon retirement may elect to receive whichever of the following benefits is applicable:  (a) Normal Retirement Benefits:  Subject to subsection (c), the Normal  Retirement Benefit for an eligible Employee shall be a monthly amount per year of Credited  Service based on the following table:  Retirement Date Monthly Amount     On or after August 22, 2011 $28.00     (b) Early Retirement Benefits:  Subject to subsection (c), the Early Retirement  Benefit for an eligible Employee shall be an immediate or deferred benefit as determined in  accordance with Section 3.01(a) of this Part, reduced by 4/10 of 1% thereof for each full month  by which the Annuity Starting Date precedes the first day of the month following the month age  62 is attained, except if age 62 is attained on the first day of a month, that month shall not be  included.  (c) Offset from Benefits Payable under the Prior Plan.  With respect to any  eligible Employee who was a Transferred Employee, the Normal Retirement Benefit or Early  Retirement Benefit shall be reduced by the amount of the benefit payable to such eligible  Employee under the terms of the Prior Plan, calculated assuming the benefit payment under the  Prior Plan had the same Annuity Starting Date as the benefits payable under this Part of the Plan.  Section 3.02. Disability Retirement Benefits.  The Disability Retirement Benefit  for an Employee eligible therefor shall be composed of a disability annuity and a supplemental  disability benefit.  The disability annuity shall be a monthly amount computed in the same  manner as Section 3.01(a) of this Part (including with application of the offset described in  Section 3.01(c) of this Part).  The supplemental disability benefit shall be an additional monthly  amount computed in the same manner as Section 3.01(a) of this Part (including the application of  the offset described in Section 3.01(c) of this Part), except that the supplemental disability  benefit shall be reduced by the amount of Worker’s Compensation benefits and any present or  future payments on account of injury, disease or disability under the Federal Social Security Act,  as amended, or any other Federal or State Law under which the Participating Employer  contributes through taxes or otherwise to benefits for injury, disease or disability of Employees,  whether occupational or nonoccupational.  The supplemental disability benefit shall be payable  until the earlier of age 62 or the Employee’s death.  Disability Retirement Benefits shall commence at the time set forth in the Master  Plan Document.  The benefits payable pursuant to this Section shall cease on the last day of the  month during which the earliest of the following occurs:  (a) the disability retiree recovers and returns to work; or  (b) the Administrator determines that the disability retiree has sufficiently  recovered to return to a regular occupation or employment for remuneration or profit; or  





 






  F-9  4841-1404-2944.2  (c) the disability retiree refuses to undergo a medical examination ordered by  the Administrator; or  (d) the disability retiree dies, or  (e) the disability retiree elects to receive an Early Retirement Benefit; or  (f) the disability retiree attains age 65.  A disability retiree who returns to work after recovery will have prior Credited  Service reinstated in lieu of the monthly Disability Retirement Benefit.  A disability retiree who  does not return to work after recovery will be eligible only for those benefits otherwise provided  under the terms of this Part of the Plan as it existed at the time of Disability Retirement.  A disability retiree shall be eligible to elect an Early Retirement Benefit or  Normal Retirement Benefit if at the time of his or her election, he or she meets the age and  service requirements of Section 2.03, 2.04 or 2.05 of this Part as in effect on the date of his or her  Disability Retirement.  The Early Retirement Benefit or Normal Retirement Benefit shall be  calculated and payable under the terms of the Plan as in effect on the date of the Employee’s  Disability Retirement including the right to elect any form of payment available at such time.  Section 3.03. Deferred Vested Benefits.  The Deferred Vested Benefit shall be a  monthly amount determined in accordance with Section 3.01(a) of this Part (subject to the offset  described in Section 3.01(c) of this Part).  An Employee may elect to receive such benefits upon  attainment of age 65, or on or after the attainment of age 57, subject to the reduction calculated  in accordance with Table F-1.  Section 3.04. Automatic Pre-Retirement Survivor Protection.  In the event,  (a) an Employee dies after meeting the eligibility criteria for a retirement  benefit pursuant to Section 2.02, 2.03, 2.04, 2.05 of this Part or a Deferred Vested Benefit under  2.07 of this Part; or  (b) a disability retiree dies while receiving Disability Retirement Benefits, the  surviving Spouse of the Employee or disability retiree shall be entitled to a survivor’s benefit.   The monthly benefit will be an amount equal to 50% of the monthly benefit to which the  Employee would have otherwise been entitled pursuant to Section 3.01(a) of the Master Plan  Document if the benefit were paid in form of a single life annuity commencing at the later of the  date of death or the date the Employee would have been first eligible for a retirement or deferred  vested benefit, provided that the benefit payments to the surviving Spouse shall be reduced by  1% for each full year exceeding 10 years by which the Employee’s Spouse is younger than the  Employee.  The surviving Spouse benefit shall commence on the latest of:  (i) the month following the Employee’s or disability retiree’s date of  death,  (ii) the month following the date the Employee would have been first  eligible for a retirement or a deferred vested benefit, or  





 






  F-10  4841-1404-2944.2  (iii) the Annuity Starting Date requested by the surviving Spouse as  the starting date in accordance with the procedures established by  the Administrator, but in no event later than the Employee’s  Normal Retirement Date.  Benefit payments under this Section shall cease with the death of the surviving  Spouse.  Section 3.05. Supplemental Allowance.  Any provision to the contrary herein  notwithstanding:  (a) Employees retiring with 30 or more years of Credited Service shall be  entitled to a monthly supplemental allowance in the amount of $150.00 upon attaining age 57  which is to be added to the monthly benefit calculated in accordance with Section 3.01 of this  Part; provided that such supplemental allowance shall not be paid under the Plan if it is payable  by the Prior Plan.  (b) If the monthly benefit payable under Section 3.01 of this Part is in the  form of a survivor annuity, then the amount of supplemental allowance calculated in this Section  shall be added to the Employee’s benefit without regard to the actuarial reduction; however, such  supplemental allowance shall not be payable to a surviving Spouse.  (c) Payment of the supplemental allowance shall cease on the first occurrence  of (i) the first day of the month following the Employee’s death, or (ii) the date the Employee  first becomes eligible for old age benefits under the then applicable Federal Social Security Act,  or (iii) the date on which the disability commences for Social Security disability insurance  purposes and the Employee is entitled to receive disability benefits under the then applicable  Federal Security Social Security Act, regardless of the date of the decision by the Social Security  Administration.  Upon cessation of the supplemental allowance, the Employee will be eligible  only for the monthly benefit otherwise payable.  Section 3.06. Additional Benefits.  Any Employee who retires under Section  2.02, 2.03, 2.04, 2.05 or 2.06 of this Part shall be paid an additional monthly amount (hereinafter  “Additional Benefit”) equal to that required at retirement (not to exceed $18.50 per month per  individual or $37.00 per month for retired Employee and Spouse) to purchase Medicare  coverage; provided that such Additional Benefit shall not be paid under this Part of the Plan if it  is payable by the Prior Plan.  The Additional Benefit will commence with the first calendar  month following the month in which the retired Employee or Spouse, respectively, becomes  eligible for Medicare coverage by virtue of age or disability.  Payment of additional benefits  shall be subject to the following limitations:  (a) Payment to the Employee of the Spouse’s Additional Benefit shall cease  the first of the month following the death of the Spouse.  (b) Payment of the Spouse’s Additional Benefit shall cease upon the death of  the Employee unless the Spouse is eligible to receive a survivor benefit under Section 3.04 of  this Part or as a result of being a contingent annuitant.  





 






  F-11  4841-1404-2944.2  ARTICLE IV. PAYMENT OF BENEFITS  Section 4.01. Transfers and Reemployment.  (a) Out of Employee Status:  If either (x) an Employee is transferred to or (y)  a terminated former Employee is reemployed in non-Employee status with a Participating  Employer or an Affiliate, the benefits hereunder shall be determined as of the date such  individual ceased active participation hereunder by (x) transferring to non-Employee  employment or (y) terminating employment, and shall be payable in accordance with the terms  of this Part of the Plan in effect on such date, but only upon subsequent termination of  employment with all Participating Employer and its Affiliates.  For purposes of this Section, the  applicable benefit determined as of the date of (x) transfer or (y) initial termination shall be the  individual’s accrued benefit.  If the individual is eligible under another defined benefit plan or  another Part of the Plan with a corollary provision to this Section and elects to have the  equivalent to this Section apply in such other plan or Part, then the applicable benefit shall also  include any retirement supplements to which the individual (x) would then have been entitled if  he or she had retired on the date of transfer, or (y) was or, if he or she had then retired, would  have been entitled on the date of initial termination, except for any location closedown benefits,  early retirement window supplements, periodic retiree increases limited to retirement within  specified time periods, or similar benefits which require termination of employment due to  certain causes or within a certain time period which is not satisfied.  (b) Into Employee Status:  Either (x) an individual who transfers to Employee  status from non-Employee employment with a Participating Employer or its Affiliates or (y) a  terminated, former Employee of a Participating Employer and its Affiliates who is subsequently  reemployed in Employee status shall receive from this Plan a benefit calculated as described in  (i), (ii), if eligible, or (iii) below at the individual’s election:  (i) This method provides a benefit as follows:  (A) a benefit using the formula hereunder with Credited Service  earned from and after the date the individual becomes an  Employee; plus  (B) the Normal Retirement Date benefit payable under the  defined benefit plan or other Part of this Plan in which the  individual participated prior to becoming an Employee (the  “prior plan”) using the formula and service credits of the  prior plan or prior Part as of (x) the transfer date and  assuming termination of employment on that date, or (y)  the date of initial termination; plus  (C) in the event (1) the benefit payable from the prior plan or  prior Part is a deferred vested benefit, and (2) the prior plan  or prior Part has a different calculation formula for  Deferred Vested Participants than for retirees, and (3) such  individual retires from this Part of the Plan, the benefit  





 






  F-12  4841-1404-2944.2  under this Part of the Plan shall be increased by a  supplement equal to the difference between the retirement  and deferred vested calculations referenced in (1) and (2).  The benefit amount calculated above is payable as a Normal Retirement Date  benefit.  Vesting provisions, any early commencement factors, and optional form  of payment factors shall be determined pursuant to this Part of the Plan, together  with eligibility for any retirement supplements.  In order to elect this option (i), an  individual must receive any benefits payable from the prior plan or prior Part in  the same form, at the same time, and subject to the same actuarial adjustment  factors as provided in this Part of the Plan, and there shall be a monthly offset  under this Part of the Plan for the amount of any benefit payment from the prior  plan or prior Part.  In no event may an individual receive duplicate benefits from  this Part of the Plan and the prior plan or prior Part.  (ii) If either (x) an individual transfers to Employee status and  remains an Employee for a minimum of 36 consecutive calendar  months following the end of the month preceding such transfer  or (y) a terminated, former Employee of a Participating  Employer and its Affiliates is subsequently reemployed in  Employee status and remains an Employee for a minimum of 36  consecutive calendar months following the end of the month  preceding such reemployment, the individual may elect this  option (ii).  The 36-month service requirement shall be waived  for any individual (x) transferring to or (y) reemployed in  Employee status who had previously been an Employee  hereunder or who, while an Employee, dies, becomes totally and  permanently disabled, or is terminated as a result of job  abolition.  Under this option, the benefit payable under this Part  of the Plan shall be the greater of the following:  the amount determined under (i) above, or  (A) the amount determined under the formula of this Part using  all years of Credited Service before and after (x) the  transfer date or (y) the date of reemployment, calculated  using the Credited Service definition under this Part of the  Plan, both for service as an Employee and for service prior  to the (x) transfer date or (y) date of initial termination.  The benefit amount calculated above is payable as a Normal Retirement Date  benefit.  Vesting provisions, any early commencement factors and optional form  of payment factors shall be determined pursuant to this Part of the Plan, together  with eligibility for any retirement supplements.  In order to elect this option (ii),  an individual must receive any benefits payable from the prior plan in the same  form, at the same time, and subject to the same actuarial adjustment factors as  provided in this Part of the Plan, and there shall be a monthly offset under this  





 






  F-13  4841-1404-2944.2  Part of the Plan for the amount of any benefit payment from the prior plan or prior  Part.  In no event may an individual receive duplicate benefits from this Part of  the Plan and the prior plan or prior Part.  (iii) This option is the benefit payable under the prior plan or prior  Part with the following three rules:  (1) using the actuarial factors  and supplements of the prior plan or prior Part to which (x) the  individual would have been entitled if termination of  employment occurred at the transfer date, or (y) the individual  was or would have been entitled at the date of initial termination;  (2) with vesting calculated using the terms of the prior plan or  prior Part as of (x) the transfer date, or (y) the date of initial  termination, but (3) disregarding any location closedown  benefits, early retirement window supplements, periodic retiree  increases limited to retirement within specified time periods, or  similar benefits which require termination of employment due to  certain causes or within a certain time period which is not  satisfied.  If assets and liabilities are transferred to this Plan from  the prior plan, this subsection benefit shall be paid from this  Plan; otherwise, it shall be paid from the prior plan.  (c) For purposes of this Section, previous employment with an Affiliate  includes only employment with such entity while it is an Affiliate and not employment prior to  the date such entity became an Affiliate, if applicable.  





 






  F-14  4841-1404-2944.2  TABLE F-1    DEFERRED VESTED EARLY PAYMENT PERCENTAGES  Participant’s Age At Commencement Of Benefit  Month 57 58 59 60 61 62 63 64 65  0 46.0% 50.0% 55.0% 61.0% 67.0% 73.0% 81.0% 90.0% 100.0%  1 46.3 50.4 55.5 61.5 67.5 73.7 81.8 90.8   2 46.7 50.8 56.0 62.0 68.0 74.3 82.5 91.7   3 47.0 51.2 56.5 62.5 68.5 75.0 83.3 92.5   4 47.3 51.7 57.0 63.0 69.0 75.7 84.0 93.3   5 47.7 52.1 57.5 63.5 69.5 76.3 84.8 94.2   6 48.0 52.5 58.0 64.0 70.0 77.0 85.5 95.0   7 48.3 52.9 58.5 64.5 70.5 77.7 86.3 95.8   8 48.7 53.3 59.0 65.0 71.0 78.3 87.0 96.7   9 49.0 53.7 59.5 65.5 71.5 79.0 87.8 97.5   10 49.3 54.2 60.0 66.0 72.0 79.7 88.5 98.3   11 49.7 54.6 60.5 66.5 72.5 80.3 89.3 99.2   





 






  G-1  4841-1404-2944.2  PART G: MT. STERLING PLANT INDUSTRIAL PENSION PLAN  





 






  G-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02 of  this Part shall have that defined meaning when used in this Part, unless the context clearly  indicates otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the  Master Plan Document.  Similarly, cross references in this Part shall apply to the referenced  section in this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  The following words and phrases when used in this  part of the Plan shall have the following respective meanings, unless the context clearly indicates  otherwise:  (a) “Acquisition Agreement” means the Asset and Stock Purchase Agreement  dated as of December 12, 2010, by and between A.O. Smith Corporation and Regal Beloit  Corporation.  (b) “Actuarial Equivalent” or “Actuarially Calculated” shall be determined for  all purposes (except as required by Code Section 417(e)) using the RP-2000CH mortality table  (weighted 50% male and 50% female) and an 8% interest rate; provided that, in no event shall a  Participant’s actuarial equivalent optional form of benefit hereunder be less valuable than the  value of such Participant’s accrued benefit under Section 3.01 of the Prior Plan as of December  1, 2011 calculated based on the 1971 Group Annuity Mortality Table using a 95% male and 5%  female weighting, with interest at 8%.  (c) “Break in Service” means any Plan Year during which an Employee has  500 or less Hours of Service.  Solely for the purposes of determining whether an Employee has  incurred a Break in Service, the Employee shall be credited with Hours of Service with respect to  any period of unpaid absence under the Family Medical Leave Act of 1993 (“FMLA”), or with  respect to any period of a child-rearing absence which is due to:  (i) the Employee’s pregnancy;  (ii) the birth of a child of the Employee;  (iii) the placement of a child with the Employee as a result of the  Employee’s adoption of such child; or  (iv) the caring of such child immediately following such birth or  placement.  Such Hours of Service shall be credited on the basis of the Hours of Service with  which the Employee would have been credited but for such absence or, where those hours cannot  be determined by the Administrator, eight hours per normal workday of the absence.  No more  than 501 such hours shall be credited with respect to any single continuous period of a child- related or FMLA absence due to one or more of the reasons specified above, even though some  or all of those hours may also be recognized as Hours of Service under Section 1.01(h).  The  Hours credited under this subsection shall apply to the Plan Year immediately following the Plan  Year in which the child-related or FMLA absence commences unless such credit is needed to  





 






  G-3  4841-1404-2944.2  avoid a Break in Service in the former Plan Year.  Regardless of the Plan Year to which such  credit is applied, only that portion of such credit which is credited under Section 1.01(h), shall be  recognized in determining the number of years of Vesting Service.  No Hours of Service credit  shall be given for a child-related or FMLA absence under this Section unless sufficient  information to establish the number of days needed for such absence and that such absence is for  one or more of the reasons specified in the FMLA or in clauses (i)-(iv) above, as applicable, is  provided by the Employee to the Administrator in such form and at such time as the  Administrator may specify from time to time under uniform rules consistently applied in like  circumstances for personnel who are similarly situated in respect to such Employee.  (d) “Credited Service” means employment for which credit is given for  purposes of determining the amount of benefits, as follows:  (i) With respect to an Employee who is considered a Transferred  Employee (as defined in the Acquisition Agreement), such  employee will be credited with Credited Service equal to the  Credited Service (in whole and fractional years) credited to such  individual under the terms of the Prior Plan as of the date such  individual becomes a Transferred Employee.  (ii) On and after the Effective Date, Employees shall receive credit  for one year of Credited Service for each Plan Year during which  the Employee receives pay from the Participating Employer for  1,700 or more hours; or a proportionate credit to the nearest  complete 1/10th year for each year during which the Employee  receives pay from the Participating Employer for less than 1,700  hours.  Notwithstanding the foregoing, with respect to the Plan’s  initial Plan Year, any Hours of Service credited to a Transferred  Employee under the Prior Plan for the period from January 1,  2011 through the date such individual becomes a Transferred  Employee and that are not counted in determining Credited  Service under such Prior Plan shall be counted towards Credited  Service hereunder.  (iii) Employees shall receive credit for all service credited under any  other retirement plan or plans to which the Participating  Employer contributes; provided, however, that there shall be no  duplication of benefits for the same period of Credited Service  under the various plans to which the Participating Employer  contributes.  (iv) A non-vested Employee shall lose his or her Credited Service if  his or her employment is terminated and he or she incurs five  consecutive Breaks in Service.  (v) Any Employee who is reemployed prior to five consecutive  Breaks in Service shall have his or her original Credited Service  





 






  G-4  4841-1404-2944.2  restored upon completion of one additional year of Vesting  Service after reemployment.  (e) “Early Retirement Date” means the first day of the month coincident with  or next following the date a Participant is eligible for benefits under Section 2.03, 2.04, or 2.05  of this Part.  (f) “Effective Date” means August 22, 2011.  (g) “Employee” means any person on the active hourly employment payroll of  the Participating Employer at its Mt. Sterling, Kentucky plant or Winchester, Kentucky plant  who is included in the collective bargaining unit represented by a labor organization whose  collective bargaining agreement with the Participating Employer designates participation in the  Prior Plan.  (h) “Hour of Service” means the measurement which is used to determine an  Employee’s Vesting Service and Credited Service.  An Hour of Service shall be earned for:  (i) An hour for which an individual directly or indirectly receives  pay (or is entitled to payment) for services performed in the  course of employment for the Participating Employer and any  Affiliate Participating Employer and its Affiliates, or for reasons  other than the performance of duties during the applicable  computation period, such as vacation, holidays, jury duty, sick or  funeral leaves, and similar periods of nonworking time;  (ii) Periods of absence because of military leaves (as to which the  individual is entitled to reinstatement as defined in the Veteran’s  Reemployment Rights Act or the Uniformed Services  Employment and Reemployment Rights Act);  (iii) Periods for which back pay is awarded or agreed to (irrespective  of mitigation of damages); and  (iv) Periods of approved personal leaves, but only if the individual  returns within the period authorized for such leave.  The number of Hours of Service credited to an individual as a result of payment  for other than duties performed shall be the same number of Hours of Service the individual  would have received if services had been performed for the Participating Employer and any  Affiliate Participating Employer and its Affiliates during that computation period, based upon  the individual’s customary Hours of Service immediately prior to the absence.  Hours of Service  shall be deemed accumulated for all purposes herein during the period for which they accrued  irrespective of when payment is made, and shall be calculated and credited pursuant to Section  2530.200b-2 of the Department of Labor regulations which are hereby incorporated by reference.  (i) “Normal Retirement Date” means the first day of the month coincident  with or next following the date on which the Employee attains age 65.  





 






  G-5  4841-1404-2944.2  (j) “Participating Employer” means Regal Beloit EPC, Inc., a Wisconsin  corporation.  (k) “Prior Plan” means the A.O. Smith Corporation Mt. Sterling Plant  Industrial Pension Plan, a component of the A.O. Smith Retirement Plan.  (l) “Spouse” means either (i) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (ii) in the event the Participant dies before his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (m) “Total and Permanent Disability” means total disability caused by bodily  injury or disease, physical or mental, or both, sufficient to prevent the Employee from engaging  in any regular occupation or employment for remuneration or profit, which disability will be  permanent and continuous during the remainder of the Employee’s life; provided, however, that  no Employee shall be deemed to be totally and permanently disabled for the purposes of this Part  of the Plan if the incapacity consists of chronic alcoholism or addiction to narcotics, or if such  incapacity was:  (i) contracted, suffered or incurred while engaged in a felonious enterprise or  resulted therefrom; (ii) resulted from an intentionally self-inflicted injury; or (iii) resulted from  service in the armed forces of any country.  The existence of Total and Permanent Disability  shall be determined by the Administrator on the basis of medical evidence.  (n) “Vesting Service” means employment for which credit is given for  purposes of determining eligibility for benefits, as follows:  (i) With respect to an Employee who is considered a Transferred  Employee (as defined in the Acquisition Agreement) such  employee will be credited with Vesting Service equal to the  Vesting Service (in whole and fractional years) credited to such  individual under the terms of the Prior Plan as of the date such  individual becomes a Transferred Employee.  (ii) On and after the Effective Date, Employees shall receive credit  for one year of Vesting Service for each Plan Year, during which  at least 1,000 Hours of Service are accumulated.  A proportionate  year of Vesting Service to the nearest completed one-tenth year  shall be accrued for each 170 Hours of Service for Plan Years  during which the Employee does not accumulate at least 1,000  Hours of Service.  Notwithstanding the foregoing, with respect to  the Plan’s initial Plan Year, any Hours of Service credited to a  Transferred Employee under the Prior Plan for the period from  January 1, 2011 through the date such individual becomes a  Transferred Employee and that are not counted in determining  Vesting Service under such Prior Plan shall be counted towards  Vesting Service hereunder.  





 






  G-6  4841-1404-2944.2  (iii) A non-vested Employee shall lose his or her Vesting Service if  his or her employment is terminated and he incurs five  consecutive Breaks in Service.  (iv) Any Employee who is reemployed prior to five consecutive  Breaks in Service shall have his or her original Vesting Service  restored upon completion of one year of Vesting Service after  reemployment.  





 






  G-7  4841-1404-2944.2  ARTICLE II. ELIGIBILITY  Section 2.01. Participation.  Each Employee shall be eligible to participate in the  Plan immediately upon the date he or she qualifies as an Employee.  Participation shall cease on  the date an individual ceases to qualify as an Employee.  Section 2.02. Normal Retirement Eligibility.  An Employee with 10 or more  years of Vesting Service whose employment with the Participating Employer and its Affiliates is  terminated upon or after the Employee’s 65th birthday shall be eligible for Normal Retirement  Benefits.  Section 2.03. Special Early Retirement Eligibility.  An Employee with 10 or  more years of Vesting Service whose employment with the Participating Employer and its  Affiliates is terminated upon or after the Employee’s 62nd birthday, or an Employee with 30 or  more years of Credited Service whose employment with the controlled group (which includes  any group of employers aggregated pursuant to Code Sections 414(b), (c) or (m)) is terminated  upon or after the Employee’s 57th birthday, shall be eligible for Normal Retirement Benefits.  Section 2.04. Early Retirement Eligibility.  An Employee with 10 or more years  of Vesting Service whose employment with the Participating Employer and its Affiliates is  terminated upon or after the Employee’s 57th birthday but prior to such Employee’s 65th  birthday shall be eligible for Early Retirement Benefits.  Section 2.05. Disability Retirement Eligibility.  An Employee with 10 or more  years of Vesting Service, who has a Total and Permanent Disability prior to age 65, shall be  eligible for Disability Retirement Benefits.  Total and Permanent Disability must exist while the  Employee is on the active payroll of the Participating Employer or an Affiliate, and the  application for Disability Retirement Benefits must be filed while on the active payroll.  Section 2.06. Deferred Vested Eligibility.  Employees not otherwise eligible for  benefits under the Plan may be eligible for Deferred Vested Benefits if at the time of termination  of employment with the Participating Employer and its Affiliates:  (a) the Employee had five or more years of Vesting Service; or  (b) the Employee had attained age 65 and had completed five years of  employment with the Participating Employer and its Affiliates.  





 






  G-8  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Normal and Early Retirement Benefits.  Every eligible Employee  upon retirement may elect to receive whichever of the following benefits is applicable:  (a) Normal Retirement Benefits:  Subject to subsection (c), the Normal  Retirement Benefit for an eligible Employee shall be a monthly amount per year of Credited  Service based on the following table:  Retirement Date Monthly Amount     On or after August 22, 2011 $27.50     (b) Early Retirement Benefits:  Subject to subsection (c), the Early Retirement  Benefit for an eligible Employee shall be an immediate or deferred benefit as determined in  accordance with Section 3.01(a) of this Part, reduced by 1/180th thereof for each full month by  which the Annuity Starting Date precedes the first day of the month following the month age 65  is attained, except if age 65 is attained on the first day of a month, that month shall not be  included.  (c) Offset from Benefits Payable under the Prior Plan.  With respect to any  eligible Employee who was a Transferred Employee, the Normal Retirement Benefit or Early  Retirement Benefit shall be reduced by the amount of the benefit payable to such eligible  Employee under the terms of the Prior Plan, calculated assuming the benefit payment under the  Prior Plan had the same Annuity Starting Date as the benefits payable under this Part of the Plan.  Section 3.02. Disability Retirement Benefits.  The Disability Retirement Benefit  for an Employee eligible therefor shall be composed of a disability annuity and a supplemental  disability benefit.  The disability annuity shall be a monthly amount computed in the same  manner as Section 3.01(a) of this Part (including with application of the offset described in  Section 3.01(c) of this Part).  The supplemental disability benefit shall be an additional monthly  amount computed in the same manner as Section 3.01(a) of this Part (including the application of  the offset described in Section 3.01(c) of this Part), except that the supplemental disability  benefit shall be reduced by the amount of Worker’s Compensation benefits and any present or  future payments on account of injury, disease or disability under the Federal Social Security Act,  as amended, or any other Federal or State Law under which the Participating Employer  contributes through taxes or otherwise to benefits for injury, disease or disability of Employees,  whether occupational or nonoccupational.  Disability Retirement Benefits shall commence at the time set forth in the Master  Plan Document.  The benefits payable pursuant to this Section shall cease on the last day of the  month during which the earliest of the following occurs:  (a) the disability retiree recovers and returns to work; or  (b) the Administrator determines that the disability retiree has sufficiently  recovered to return to a regular occupation or employment for remuneration or profit; or  





 






  G-9  4841-1404-2944.2  (c) the disability retiree refuses to undergo a medical examination ordered by  the Administrator; or  (d) the disability retiree dies, or  (e) the disability retiree elects to receive an Early Retirement Benefit or a  Deferred Vested Benefit, as applicable; or  (f) the disability retiree attains age 65.  A disability retiree who returns to work after recovery will have prior Credited  Service reinstated in lieu of the monthly Disability Retirement Benefit.  A disability retiree who  does not return to work after recovery will be eligible only for those benefits otherwise provided  under the terms of this Part of the Plan as it existed at the time of Disability Retirement.  A disability retiree shall be eligible to elect an Early Retirement Benefit or  Normal Retirement Benefit if at the time of his or her election, he or she meets the age and  service requirements of Section 2.03 or 2.04 of this Part as in effect on the date of his or her  Disability Retirement.  The Early Retirement Benefit or Normal Retirement Benefit shall be  calculated and payable under the terms of the Plan as in effect on the date of the Employee’s  Disability Retirement including the right to elect any form of payment available at such time.  Section 3.03. Deferred Vested Benefits.  The Deferred Vested Benefit shall be a  monthly amount determined in accordance with Section 3.01(a) of this Part (subject to the offset  described in Section 3.01(c) of this Part).  An Employee may elect to receive such benefits upon  attainment of age 65, or on or after the attainment of age 57, subject to the reduction calculated  in accordance with Table G-1.  Section 3.04. Automatic Pre-Retirement Survivor Protection.  In the event,  (a) an Employee dies after meeting the eligibility criteria for a retirement  benefit pursuant to Section 2.02, 2.03, 2.04 of this Part or a Deferred Vested Benefit under 2.06  of this Part; or  (b) a disability retiree dies while receiving Disability Retirement Benefits, the  surviving spouse of the Employee or disability retiree shall be entitled to a survivor’s benefit.   The monthly benefit will be an amount equal to 50% of the monthly benefit to which the  Employee would have otherwise been entitled pursuant to Section 3.01(a) of the Master Plan  Document – if the benefit were paid in the form of a single life annuity at the later of the date of  death or the date the Employee would have been age 57, provided that the benefit payments to  the surviving Spouse shall be reduced by 1% for each full year exceeding 10 years by which the  Employee’s Spouse is younger than the Employee.  The surviving Spouse benefit shall  commence on the latest of:  (i) the month following the Employee’s or disability retiree’s date of  death,  





 






  G-10  4841-1404-2944.2  (ii) the month following the date the Employee would have been first  eligible for a retirement or a deferred vested benefit, or  (iii) the Annuity Starting Date requested by the surviving Spouse as  the starting date in accordance with the procedures established by  the Administrator, but in no event later than the Employee’s  Normal Retirement Date.  Benefit payments under this Section shall cease with the death of the surviving  Spouse.  





 






  G-11  4841-1404-2944.2  ARTICLE IV. PAYMENT OF BENEFITS  Section 4.01. Transfers and Reemployment.  (a) Out of Employee Status:  If either (x) an Employee is transferred to or (y)  a terminated former Employee is reemployed in non-Employee status with a Participating  Employer or an Affiliate, the benefits hereunder shall be determined as of the date such  individual ceased active participation hereunder by (x) transferring to non-Employee  employment or (y) terminating employment and shall be payable in accordance with the terms of  this Part of the Plan in effect on such date, but only upon subsequent termination of employment  with all Participating Employers and its Affiliates.  For purposes of this Section, the applicable  benefit determined as of the date of (x) transfer or (y) initial termination shall be the individual’s  accrued benefit.  If the individual is eligible under another defined benefit plan or another Part of  the Plan with a corollary provision to this Section and elects to have the equivalent to this  Section apply in such other plan or Part, then the applicable benefit shall also include any  retirement supplements to which the individual (x) would then have been entitled if he or she had  retired on the date of transfer, or (y) was or, if he or she had then retired, would have been  entitled on the date of initial termination, except for any location closedown benefits, early  retirement window supplements, periodic retiree increases limited to retirement within specified  time periods, or similar benefits which require termination of employment due to certain causes  or within a certain time period which is not satisfied.  (b) Into Employee Status:  Either (x) an individual who transfers to Employee  status from non-Employee employment with a Participating Employer or its Affiliates or (y) a  terminated, former Employee of a Participating Employer and its Affiliates who is subsequently  reemployed in Employee status shall receive from this Plan a benefit calculated as described in  (i), (ii), if eligible, or (iii) below at the individual’s election:  (i) This method provides a benefit as follows:  (A) a benefit using the formula hereunder with Credited Service  earned from and after the date the individual becomes an  Employee; plus  (B) the Normal Retirement Date benefit payable under the  defined benefit plan or other Part of this Plan in which the  individual participated prior to becoming an Employee (the  “prior plan”) using the formula and service credits of the  prior plan or prior Part as of (x) the transfer date and  assuming termination of employment on that date, or (y)  the date of initial termination; plus  (C) in the event (1) the benefit payable from the prior plan or  prior Part is a deferred vested benefit, and (2) the prior plan  or prior Part has a different calculation formula for  Deferred Vested Participants than for retirees, and (3) such  individual retires from this Part of the Plan, the benefit  





 






  G-12  4841-1404-2944.2  under this Part of the Plan shall be increased by a  supplement equal to the difference between the retirement  and deferred vested calculations referenced in (1) and (2).  The benefit amount calculated above is payable as a Normal Retirement Date  benefit.  Vesting provisions, any early commencement factors, and optional form of payment  factors shall be determined pursuant to this Part of the Plan, together with eligibility for any  retirement supplements.  In order to elect this option (i), an individual must receive any benefits  payable from the prior plan or prior Part in the same form, at the same time, and subject to the  same actuarial adjustment factors as provided in this Part of the Plan, and there shall be a  monthly offset under this Part of the Plan for the amount of any benefit payment from the prior  plan or prior Part.  In no event may an individual receive duplicate benefits from this Part of the  Plan and the prior plan or prior Part.  (ii) If either (x) an individual transfers to Employee status and  remains an Employee for a minimum of 36 consecutive calendar  months following the end of the month preceding such transfer  or (y) a terminated, former Employee of a Participating  Employer and its Affiliates is subsequently reemployed in  Employee status and remains an Employee for a minimum of 36  consecutive calendar months following the end of the month  preceding such reemployment, the individual may elect this  option (ii).  The 36-month service requirement shall be waived  for any individual (x) transferring to or (y) reemployed in  Employee status who had previously been an Employee  hereunder or who, while an Employee, dies, becomes totally and  permanently disabled, or is terminated as a result of job  abolition.  Under this option, the benefit payable under this Part  of the Plan shall be the greater of the following:  the amount determined under (i) above, or  (A) the amount determined under the formula of this Part using  all years of Credited Service before and after (x) the  transfer date or (y) the date of reemployment, calculated  using the Credited Service definition under this Part of the  Plan, both for service as an Employee and for service prior  to the (x) transfer date or (y) date of initial termination.  The benefit amount calculated above is payable as a Normal Retirement Date  benefit.  Vesting provisions, any early commencement factors and optional form of payment  factors shall be determined pursuant to this Part of the Plan, together with eligibility for any  retirement supplements.  In order to elect this option (ii), an individual must receive any benefits  payable from the prior plan in the same form, at the same time, and subject to the same actuarial  adjustment factors as provided in this Part of the Plan, and there shall be a monthly offset under  this Part of the Plan for the amount of any benefit payment from the prior plan or prior Part.  In  





 






  G-13  4841-1404-2944.2  no event may an individual receive duplicate benefits from this Part of the Plan and the prior  plan or prior Part.  (iii) This option is the benefit payable under the prior plan or prior  Part with the following three rules:  (1) using the actuarial factors  and supplements of the prior plan or prior Part to which (x) the  individual would have been entitled if termination of  employment occurred at the transfer date, or (y) the individual  was or would have been entitled at the date of initial termination;  (2) with vesting calculated using the terms of the prior plan or  prior Part as of (x) the transfer date, or (y) the date of initial  termination, but (3) disregarding any location closedown  benefits, early retirement window supplements, periodic retiree  increases limited to retirement within specified time periods, or  similar benefits which require termination of employment due to  certain causes or within a certain time period which is not  satisfied.  If assets and liabilities are transferred to this Plan from  the prior plan, this subsection benefit shall be paid from this  Plan; otherwise, it shall be paid from the prior plan.  (c) For purposes of this Section, previous employment with an Affiliate  includes only employment with such entity while it is an Affiliate and not employment prior to  the date such entity became an Affiliate, if applicable.  





 






  G-14  4841-1404-2944.2  TABLE G-1    DEFERRED VESTED EARLY PAYMENT PERCENTAGES  Participant’s Age At Commencement Of Benefit  Month 57 58 59 60 61 62 63 64 65  0 46.0% 50.0% 55.0% 61.0% 67.0% 73.0% 81.0% 90.0% 100.0%  1 46.3 50.4 55.5 61.5 67.5 73.7 81.8 90.8   2 46.7 50.8 56.0 62.0 68.0 74.3 82.5 91.7   3 47.0 51.2 56.5 62.5 68.5 75.0 83.3 92.5   4 47.3 51.7 57.0 63.0 69.0 75.7 84.0 93.3   5 47.7 52.1 57.5 63.5 69.5 76.3 84.8 94.2   6 48.0 52.5 58.0 64.0 70.0 77.0 85.5 95.0   7 48.3 52.9 58.5 64.5 70.5 77.7 86.3 95.8   8 48.7 53.3 59.0 65.0 71.0 78.3 87.0 96.7   9 49.0 53.7 59.5 65.5 71.5 79.0 87.8 97.5   10 49.3 54.2 60.0 66.0 72.0 79.7 88.5 98.3   11 49.7 54.6 60.5 66.5 72.5 80.3 89.3 99.2                         





 






  H-1  4841-1404-2944.2  PART H: RETIREMENT PLAN NUMBER ONE FOR HOURLY EMPLOYEES OF  MCGILL MANUFACTURING CO., INC.  Overview:  • Participation frozen effective July 2, 2016.  • Benefits frozen effective December 31, 2016.  The purpose of this Part H is to provide benefits for Eligible Employees under this Part.  





 






  H-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Accrued Benefit” means an amount equal to a Participant’s Normal  Retirement Benefit at his or her Normal Retirement Date, based on his or her Years of Credited  Service and the dollar benefit rate as applicable to such Participant as of the date of  determination.  (b) “Actuarial Equivalent” means the dollar value of any Accrued Benefit on  a specified date, computed in accordance with the actuarial assumptions set forth on Exhibit H-1.   Notwithstanding the foregoing, the Actuarial Equivalent of any lump sum benefit (or other form  of payment to which Code Section 417(e)(3) applies) payable under the Plan shall be determined  using the Applicable Mortality Table and the Applicable Interest Rate.  (c) “Break in Service” means each twelve (12) consecutive month period  which begins on the employment or reemployment anniversary date of an Employee next  following each termination of employment and which ends immediately prior to his or her  reemployment by the Employer or an Affiliate.  (d) “Credited Service” means that period of Service determined pursuant to  Section 4.01.  (e) “Early Retirement Benefit” means the benefit as described in Section 5.02.  (f) “Early Retirement Date” means the date as described in Section 3.02.  (g) “Eligible Employee” means any Employee who is paid on an hourly basis  and employed at the Bearing Division, Valparaiso Plant, including any such Employee who,  whether as a result of corporate restructuring or the Employee’s successful application, becomes  employed by a Legacy Regal Company on or after January 30, 2015 and before July 2, 2016.  In  no event, however, shall the definition of Eligible Employee include a Leased Employee, any  Employee of the Employer who was previously employed by a Legacy Regal Company, or any  Employee who was most recently hired or rehired on or after July 2, 2016.  (h) “Employee” means, for purposes of this Part, any person classified by the  Employer or a member of the Employer’s controlled group (within the meaning provided under  Code Sections 414(b), (c), or (m) and including any other entity required to be aggregated with  the Employer under regulations issued pursuant to Code Section 414(o)) as an employee on its  payroll records.  





 






  H-3  4841-1404-2944.2  (i) “Employer” means, for purposes of this Part, McGill Manufacturing Co.,  Inc., an Indiana Corporation.  (j) “Legacy Regal Company” means any entity that was a member of the  Regal Beloit Corporation controlled group (within the meaning provided under Code Sections  414(b), (c), or (m)) as of January 29, 2015 or any successor thereto.  (k) “Normal Payment Form,” in the case of a married Participant, means a  joint and survivor or annuity payable to the Participant and his or her Spouse with the amount of  the annuity of the surviving Spouse to be 50% of the amount of the annuity paid to the  Participant.  The term “Normal Payment Form,” in the case of a non-married Participant, means  an annuity payable to the Participant for the Participant’s life.  Determination of marital status  and who is the Participant’s Spouse is determined at the Annuity Starting Date.  (l) “Normal Retirement Age” means such Participant’s attainment of age 65  and the fifth anniversary of the time such Participant commenced participation in the Plan.  (m) “Normal Retirement Benefit” means the benefit as described in Section  5.01.  (n) “Normal Retirement Date” means the date described in Section 3.01.  (o) “Postponed Retirement Benefit” means the benefit described in Section  5.03.  (p) “Postponed Retirement Date” means the date described in Section 3.03.  (q) “Qualified Plan” means any plan qualified under Code Section 401.  (r) “Required Beginning Date” means the April 1 following the calendar year  in which the Participant attains age 70 1/2, even if the Participant is still employed.  (s) “Service” means any day on which an individual performs services for the  Employer as an Employee within the meaning of this Part.  (t) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (u) “Vesting Service” means that period of Service determined pursuant to  Section 4.02.  





 






  H-4  4841-1404-2944.2  ARTICLE II. ELIGIBILITY  Section 2.01. Participants.  Each person who was a Participant on December 31,  2016 shall continue to be a Participant on January 1, 2017.  No individual shall become a  participant on or after January 1, 2017.  Section 2.02. Cessation Of Participation.  A person shall cease to be a Participant  when he or she has ceased to be employed by the Employer, and  (a) he or she has no vested benefit under the Plan; or  (b) he or she has received from the Plan a lump sum distribution or a series of  distributions of cash or other property which represents the balance to his or her credit under the  Plan; or  (c) the entire benefit rights of the person  (i) are fully guaranteed by an insurance company, insurance service  or insurance organization licensed to do business in a State, and  are legally enforceable by the sole choice of the individual  against the insurance company, insurance service or insurance  organization; and  (ii) a contract, policy or certificate describing the benefits to which  the person is entitled under the Plan has been issued to the  person.  





 






  H-5  4841-1404-2944.2  ARTICLE III. RETIREMENT DATES  Section 3.01. Normal Retirement Date.  A Participant’s Normal Retirement Date  shall be the first day of the month coinciding with or next following his or her Normal  Retirement Age, provided that the Participant has terminated employment with the Employer and  its Affiliates as of such date.  Section 3.02. Early Retirement Date.  A Participant’s Early Retirement Date  shall be the first day of the month coinciding with or next following the later of (a) or (b):  (a) the date he or she has attained age 55 and completed 10 years of Credited  Service, or such later date the Participant may select that is before the date he or she attains age  65; and  (b) the date he or she terminates employment with the Employer and its  Affiliates other than by death or permanent and total disability as defined in Section 6.02,  provided such date is before the Participant’s Normal Retirement Date.  Section 3.03. Postponed Retirement Date.  A Participant’s Postponed Retirement  Date shall be the first day of the month coinciding with or next following the date he or she  ceases employment with the Employer and its Affiliates (other than by death) after his or her  Normal Retirement Date, but prior to his or her Required Beginning Date.  





 






  H-6  4841-1404-2944.2  ARTICLE IV. SERVICE  Section 4.01. Credited Service.  “Credited Service” means the full and fractional  years which are credited to a Participant for the purpose of determining his or her Accrued  Benefit determined as follows:  (a) A Participant shall be granted Credited Service for any periods of  employment with the Employer as an Eligible Employee.  A year of Credited Service means  twelve (12) months of Credited Service, and any fractional year of a Participant’s total Credited  Service in excess of a whole number of years shall be calculated in completed months; provided,  that any portion of a month in excess of a whole number of months shall be counted as a  completed month; provided further, that the number of years of Credited Service which a  Participant is granted for the period between January 1, 1968 and December 31, 1985 (inclusive)  shall not be less than the number of years of Credited Service which he or she would have been  granted for such period in accordance with the terms of Retirement Plan Number One for Hourly  Employees of McGill Manufacturing Co., Inc. as in effect as of June 30, 1985.  (b) If a Participant terminated employment with McGill Manufacturing Co.,  Inc., or its predecessors, prior to January 1, 1976 and is rehired at a later date, any years of  Credited Service prior to such employment termination date shall not be recognized after the  Participant is rehired if such years of Credited Service would not have been recognized under the  terms of the Retirement Plan Number One for Hourly Employees of McGill Manufacturing Co.,  Inc. as in effect on December 31, 1975 because of such break in service.  (c) Notwithstanding anything herein to the contrary, Credited Service shall  not include periods of service after December 31, 2016 other than for purposes of determining a  Participant’s eligibility for, and the amount of, an Early Retirement Benefit under Section 4.2  and Section 6.2 hereof.  Section 4.02. Vesting Service.  “Vesting Service” means the full and fractional  years which are credited to an Employee for the purpose of determining the vested portion of his  or her Accrued Benefit, determined as follows:  (a) Except as otherwise provided below, a year of Vesting Service shall be  granted for each full twelve (12) month period between an Employee’s date of hire (or August 1,  1968, if later) and his or her termination of employment from the Employer and its Affiliates.  A  year of Vesting Service shall be granted for the twelve (12) month period commencing on the  Participant’s employment anniversary date (or, if the Employee was hired prior to August 1,  1968, the August 1) next preceding his or her termination of employment date, provided, that  during the portion of such period before his or her termination of employment date the Employee  has completed one thousand (1,000) Hours of Service; otherwise, the Employee shall be granted  a fractional year of Vesting Service for the period between such employment anniversary date  (or such August 1) and his or her termination of employment date calculated in completed  months, and any portion of a month in excess of a whole number of months during that period  shall be counted as a completed month.  





 






  H-7  4841-1404-2944.2  (b) If a Participant terminated employment with McGill Manufacturing Co.,  Inc., or its predecessors, prior to January 1, 1976 and is rehired at a later date, any service prior  to such termination of employment date shall not be recognized as years of Vesting Service if  such service would not have been recognized as Credited Service under the terms of Retirement  Plan Number One for Hourly Employees of McGill Manufacturing Co., Inc. as in effect on  December 31, 1975 because of such break in service.  For purposes of this Section, Hours of Service shall be credited for any period of a  Participant’s temporary layoff or other leave of absence which is included in years of Vesting  Service, on the basis of a Participant’s normal (but not to exceed a forty-five (45) hour) work  week.  Section 4.03. Leave of Absence.  (a) Business Agent. A leave of absence for service as a business agent for the  collective bargaining representative of Participants shall be included in years of Credited Service  for a period not to exceed four (4) years, subject to Section 4.01(c).  (b) Layoff. A period of temporary layoff shall be included in (i) years of  Credited Service for a period not to exceed two (2) years, subject to Section 4.01(c), and (ii)  years of Vesting Service for a period not to exceed one (1) year.  For purposes of the Plan, a  period of temporary layoff shall be treated as a leave of absence, except as may be expressly  provided to the contrary elsewhere in the Plan.  (c) Failure to Return. If a Participant, in the case of an unpaid leave of  absence, does not return to active employment within the time period prescribed therefor and has  not retired in accordance with subsection (d) or died during the term of the leave of absence, the  Participant shall be considered to have terminated employment for purposes of the Plan as of the  first to occur of (i) the date the Participant resigns or is dismissed from the employ of the  Employer; (ii) the first anniversary of the date the leave of absence of the Participant  commenced; or (iii) the last day of the term of the leave of absence of the Participant.  (d) Election to Commence Benefits. A Participant on a leave of absence may  elect to commence benefits without returning to active employment with the Employer if  otherwise eligible.  Section 4.04. Credited Service and Vesting Service Prior to Break in Service.  If  a person’s employment with the Employer and its Affiliates is terminated when he or she has no  nonforfeitable right to a benefit under the Plan and the number of his or her consecutive years in  which he or she has a Break in Service equals or exceeds the greater of (a) five (5) or (b) the  number of his or her years of Vesting Service accrued prior to such termination, the years of  Credited Service and Vesting Service accrued prior to such termination of employment will be  disregarded.  Section 4.05. Maternity or Paternity Absence.  In the case of an Eligible  Employee who is absent from work:  (a) by reason of the pregnancy of the individual,  





 






  H-8  4841-1404-2944.2  (b) by reason of the birth of a child of the individual,  (c) by reason of the placement of a child with the individual in connection  with the adoption of such child by such individual, or  (d) for purposes of caring for such child for a period beginning immediately  following such birth or placement,  the Eligible Employee shall be credited with Service following the date such absence begins until  the third employment or reemployment anniversary date of such Eligible Employee following  the date such absence begins.  In order to receive credit under this Section, an Eligible Employee must furnish to  the Employer information establishing (i) that the absence from work is for one of the reasons  described in this Section and (ii) the number of days for which the Eligible Employee was  absent.  Section 4.06. Family and Medical Leave Act.  Solely for purposes of  determining whether a Break in Service has occurred, an Eligible Employee shall be credited  with Service during a leave of absence taken pursuant to the Family and Medical Leave Act of  1993.  





 






  H-9  4841-1404-2944.2  ARTICLE V. PENSION BENEFITS  Section 5.01. Normal Retirement Benefit.  A Participant who commences  benefits at his or her Normal Retirement Date shall receive a monthly Normal Retirement  Benefit for his or her life, at the time and in the manner specified in Article IX, in an amount  equal to the number of years of Credited Service of the Participant multiplied by the dollar  benefit rate as applicable to such Participant determined as follows:  (a) Pre-July 1, 1993 Hire Date:  If hired prior to July 1, 1993 and the date of  employment termination is:   Applicable Benefit Rate     On or after 7/1/85 but prior to 7/1/87 $15.00  On or after 7/1/87 but prior to 7/1/88 $15.50  On or after 7/1/88 but prior to 7/1/89 $16.00  On or after 7/1/89 but prior to 3/1/92 $16.50  On or after 3/1/92 but prior to 7/1/92 $17.50  On or after 7/1/92 but prior to 7/1/98 $18.50  On or after 7/1/98 but prior to 7/3/00 $19.00  On or after 7/3/00 but prior to 7/1/01 $19.50  On or after 7/1/01 but prior to 7/1/05 $20.50  On or after 7/1/05 but prior to 7/1/06 $21.00  On or after 7/1/06 but prior to 7/1/08 $21.50  On or after 7/1/08 but prior to 7/1/10 $22.00  On or after 7/1/10 but prior to 7/1/11 $22.50  On or after 7/1/11 but prior to 7/1/13 $23.00  On or after 7/1/13 but prior to 7/1/15 $23.50  On or after 7/1/15 $24.00     (b) July 1, 1991 and Later Hire Date:  If hired on or after July 1, 1993 and the  date of employment termination is:   Applicable Benefit Rate     On or after 7/1/93 but prior to 7/1/98 $14.00  On or after 7/1/98 but prior to 7/3/00 $14.50  On or after 7/3/00 but prior to 7/1/01 $15.00  On or after 7/1/01 hut prior to 7/1/05 $16.00  On or after 7/1/05 but prior to 7/1/06 $16.50  On or after 7/1/06 but prior to 7/1/08 $17.00  On or after 7/1/08 but prior to 7/1/10 $17.50  On or after 7/1 /10 but prior to 7/1/11 $18.00  On or after 7/1/11 but prior to 7/1/13 $18.50  On or after 7/1/13 but prior to 7/1/15 $19.00  On or after 7/1/15 $19.50     





 






  H-10  4841-1404-2944.2  (c) Freeze of Benefit Rate. Notwithstanding the foregoing, (i) with respect to  any Participant who is employed on December 31, 2016, such Participant’s applicable benefit  rate shall be determined as if such participant terminated employment on December 31, 2016,  and (ii) with respect to any other Participant, such Participant’s applicable benefit rate shall be  determined with respect to the period through the date on which the Participant most recently  terminated employment prior to January 1, 2017.  Section 5.02. Early Retirement Benefit.  A Participant who commences benefits  at his or her Early Retirement Date shall receive a monthly Early Retirement Benefit at the time  and in the manner specified in Article IX.  Such benefit, when expressed as a monthly benefit for  the Participant’s life, shall be equal to the benefit to which he or she would be entitled at his or  her Normal Retirement Date as calculated under Section 5.01 based on his or her years of  Credited Service up to, and the dollar benefit rate applicable to such Participant as of, such Early  Retirement Date (or as of December 31, 2016, if earlier), but such monthly benefit shall be  reduced to a percentage thereof determined in accordance with the following table:   Years of Credited Service      Age Less Than 30 Years 30 Years or More      64 94% 100%  63 88% 100%  62 82% 100%  61 76% 100%  60 70% 100%  59 66% 100%  58 62% 97%  57 58% 94%  56 54% 91%  55 50% 88%      If payment of a Participant’s Early Retirement Benefit does not commence on his  or her birthday, then the percentage corresponding to the Participant’s age at his or her birthday  next preceding his or her Annuity Starting Date shall be increased, for each full month between  that birthday and his or her Annuity Starting Date, by one-twelfth (1/12) of the difference  between said percentage and the percentage corresponding to the age of the Participant at his or  her birthday next following his or her Annuity Starting Date.  Section 5.03. Postponed Retirement Benefit.  (a) Commencement. A Participant who commences benefits at his or her  Postponed Retirement Date but before his or her Required Beginning Date shall receive a  monthly Postponed Retirement Benefit at the time and in the manner specified in Article IX.   Such benefit, when expressed as a monthly benefit for the Participant’s life, shall be equal to the  benefit to which he or she would be entitled at his or her Normal Retirement Date as calculated  under Section 5.01 based on his or her years of Credited Service up to, and the dollar benefit rate  applicable to such Participant as of, the Participant’s actual retirement (or as of December 31,  





 






  H-11  4841-1404-2944.2  2016, if earlier).  Notwithstanding anything herein to the contrary, in no event shall the  Participant’s Postponed Retirement Benefit be less than the Normal Retirement Benefit as of his  or her Normal Retirement Date increased by an actuarially equivalent value to reflect the  monthly payments that would have been paid, if he or she had actually retired on such date, for  each calendar month that he or she does not receive pay for at least 40 Hours of Service  (disregarding for this purpose any Hours of Service resulting from an award or agreement as to  back pay); provided, that the amount of such increase shall be reduced (but not below zero) on an  actuarially equivalent basis to reflect the amount, if any, the Participant accrues since his or her  Normal Retirement Date (but not beyond his Required Beginning Date).  (b) Suspension. Notwithstanding the foregoing, if a Participant remains  employed by the Employer beyond his or her Normal Retirement Date, then his Normal  Retirement Benefit shall be suspended until his or her Postponed Retirement Date or, if earlier,  his or her Required Beginning Date.  The Employer shall notify the Participant of such  suspension pursuant to the requirements of Department of Labor Regulations Section 2530.203-3  during the first calendar month in which the Participant attains his or her Normal Retirement  Date.  If, however, the Employer fails to provide such notice, then the benefits payable under the  Plan shall be increased by an actuarially equivalent value in accordance with the requirements of  the Code and ERISA Section 203(a); provided, that the amount of such increase shall be reduced  (but not below zero) on an actuarially equivalent basis to reflect the amount the Participant  accrues since his or her Normal Retirement Date (but not beyond his Required Beginning Date).   In no event, however, shall a Participant’s benefits be suspended hereunder if he or she earns  fewer than 40 Hours of Service during a calendar month after such Participant’s Normal  Retirement Date.  Section 5.04. In-Service Benefit.  A Participant who remains employed by the  Employer until his or her Required Beginning Date shall begin receiving a monthly in-service  Benefit commencing as of his or her Required Beginning Date in the manner specified in Article  IX.  The amount of a Participant’s in-service benefit, when expressed as a monthly benefit for  the Participant’s life, shall be equal to the benefit to which he or she would be entitled at his or  her Normal Retirement Date as calculated under Section 5.01 based on his or her years of  Credited Service up to, and the dollar benefit rate applicable to such Participant as of, the date on  which his or her benefits commence (or as of December 31, 2016, if earlier).  As long as such a  Participant remains employed by the Employer, his or her benefit shall be recalculated as of the  first day of each succeeding calendar year based on his or her years of Credited Service up to,  and the dollar benefit rate applicable to such Participant as of, the date of such calculation (or as  of December 31, 2016, if earlier), but such recalculated benefit shall be offset by the Actuarial  Equivalent of the in-service benefits which the Participant has received under the Plan.  In no  event shall any such recalculated benefit be less than the benefit the Participant was receiving  immediately prior to such recalculation.  





 






  H-12  4841-1404-2944.2  Section 5.05. Actuarial Increase.  The benefit of a Participant whose Annuity  Starting Date is later than the April 1 following the calendar year in which he or she attains age  701⁄2 shall be actuarially increased, to the extent required under Code Section 401(a)(9)(C), to  take into account the period after such April 1 during which the Participant is not receiving any  benefits under the Plan.  Section 5.06. Limitation Of Benefit.  Notwithstanding anything in this Plan to  the contrary, a Participant who is no longer employed by the Employer or any Affiliate shall be  considered a terminated Employee and such Participant’s accrual of benefits under the Plan shall  cease no later than the date he or she no longer is employed.  





 






  H-13  4841-1404-2944.2  ARTICLE VI. DISABILITY BENEFIT  Section 6.01. Disability Payments.  A Participant who has attained age 40 and  completed 20 years of Credited Service (or 10 years of Credited Service if hired before July 1,  1990) and who becomes permanently and totally disabled, as set out in Section 6.02 hereof, prior  to his or her Normal Retirement Date shall become fully vested (if not already fully vested) in  his or her benefit.  Such Participant may elect, after he or she is determined to be disabled, to  begin receiving the benefits provided in Section 5.01 as of an Annuity Starting Date.  Such  benefit shall be based on his or her years of Credited Service, and the dollar benefit rate  applicable to such Participant, as of his or her date of disability (or as of December 31, 2016, if  earlier).  The Participant’s disability benefit shall be reduced by any benefits payable to the  Participant under Worker’s Compensation or Occupational Disease laws for which the Employer  is liable (except fixed statutory payments for the loss of any bodily member).  Any lump sum  payment on account of Worker’s Compensation or Occupational Disease laws which is  deductible in accordance with this Section shall be divided by the number of weeks for which the  award is based and the monthly amount shall be charged against the monthly disability benefit  otherwise payable under the Plan from the date of such lump sum payment until such lump sum,  as so charged, is exhausted.  If prior to the Participant’s Normal Retirement Date the  Administrator determines that the Participant is no longer disabled, or if the Participant refuses to  submit to a medical examination at any reasonable time prior to his or her Normal Retirement  Date (no more frequently than semi-annually) for the purpose of verifying the continuance of his  or her disability, payment of his or her disability benefit shall cease.  If the Participant’s  disability benefit is not discontinued prior to his or her Normal Retirement Date, the Participant  shall continue to be entitled to the same monthly benefit after his or her Normal Retirement Date.  Section 6.02. Determination Of Disability.  A Participant shall be deemed to be  permanently and totally disabled only if:  (a) while employed by the Employer he or she has been totally disabled by  bodily injury or disease so as to be prevented thereby from engaging in any substantial gainful  activity; and  (b) such total disability shall have continued for a period of six (6)  consecutive months and will, in the opinion of a qualified physician satisfactory to the  Administrator, be permanent and continuous during the remainder of such Participant’s lifetime.  Notwithstanding the foregoing, a permanent and total disability which is either  incurred while serving in the armed forces, intentionally self-inflicted, or the result of malicious  criminal conduct, addiction to narcotics or habitual drunkenness shall not give rise to a disability  benefit under this Section.  The Administrator shall have the right to verify the continued  existence of a Participant’s permanent and total disability at reasonable times prior to his or her  Normal Retirement Date.  A Participant who refuses to submit to a medical examination shall be  presumed to have recovered from his or her permanent and total disability.  





 






  H-14  4841-1404-2944.2  ARTICLE VII. PRE-RETIREMENT DEATH BENEFIT  Section 7.01. Pre-Retirement Death Benefit.  If a Participant  (a) has a vested entitlement to benefits under the Plan,  (b) dies before his or her Annuity Starting Date under the Plan, and  (c) was married for the full year ending on his or her date of death,  his or her surviving Spouse shall be paid, commencing on the first day of the month following  the later of the Participant’s death or the date the Participant would have attained age 65, or 55,  whichever date the Participant is first eligible to retire, a death benefit payable in the form of a  survivor annuity for the life of the surviving Spouse; provided, however, that distribution to the  surviving Spouse shall not be made prior to the date the Participant would have attained age 65  without the consent of the surviving Spouse.  The amount payable to the Participant’s surviving  Spouse shall be 50% (or such larger amount elected under Section 3.02 of the Master Plan  Document, with the surviving Spouse as joint annuitant, within ninety (90) days before the  Participant’s Annuity Starting Date) of the amount calculated under Section 5.01 based on the  Participant’s years of Credited Service until, and the dollar benefit rate applicable to such  Participant as of, his or her death (or as of December 31, 2016, if earlier), with the following  adjustments:  (i) The amount payable shall be adjusted downward by the actuarial factor  applied to convert a life annuity to such form of benefit; and  (ii) If payments begin before the Participant’s Normal Retirement Date, the  amount payable shall be further adjusted downward by applying the early retirement reduction  factors.  





 






  H-15  4841-1404-2944.2  ARTICLE VIII. VESTING  Section 8.01. Benefits On Termination of Employment.  (a) Vesting. A Participant whose employment is terminated prior to becoming  eligible for a benefit under Article III shall be entitled to the vested percentage of such  Participant’s Accrued Benefit.  Such benefit shall be based on his or her years of Credited  Service up to, and the dollar benefit rate applicable to such Participant as of, his or her  termination of employment (or as of December 31, 2016, if earlier).  A Participant’s vested  percentage of such benefit shall be determined in accordance with the following:  Years of Vesting Service Vested Percentage of Accrued  Benefit     Less than 5 0%     5 100%     (b) Commencement of Benefit. Such Participant may elect, after attaining  Normal Retirement Age or satisfying the requirements for an Early Retirement Date, to begin  receiving the benefits provided in Article V as of an Annuity Starting Date based on his or her  years of Credited Service up to, and the dollar benefit rate applicable to such Participant as of,  his or her termination of employment (or as of December 31, 2016, if earlier).  Section 8.02. Duplicating Payments.  No Participant receiving Normal, Early,  Postponed or in-service Retirement Benefits under the provisions of Article V shall be entitled to  receive any additional or duplicating pension payments under this Article and no Participant  entitled to receive benefits pursuant to this Article shall be eligible for the Disability Benefit  provided by Article VI.  Section 8.03. Timing And Manner Of Payments.  Benefits provided pursuant to  this Article shall be paid at the time and in the manner specified in Article III of the Master Plan  Document.  Section 8.04. Termination Prior To Vesting.  A Participant whose employment is  terminated before he or she has a vested interest in Plan benefits shall receive no benefits under  this Article.  Section 8.05. Vesting Upon Attainment Of Normal Retirement Date.   Notwithstanding anything to the contrary contained in the Plan, a Participant who remains in the  employment of the Employer or one of its Affiliates until attainment of his or her Normal  Retirement Age shall have a nonforfeitable right to 100% of his or her Normal Retirement  Benefit calculated under Section 5.01.  Section 8.06. Accelerated Vesting.  Notwithstanding anything to the contrary  contained in the Plan, each Participant who is an active Participant on December 31, 2016 shall  have a nonforfeitable right to such Participant’s Accrued Benefit, regardless of the number of  years of Vesting Service such Participant has completed as of such date.  





 






  H-16  4841-1404-2944.2  ARTICLE IX. TIMING AND OPTIONAL FORMS OF BENEFITS  Section 9.01. Suspension of Benefits Upon Reemployment.  In the event a  Participant who is receiving benefits under the Plan returns to the full-time employment of the  Employer (as defined in the Employer’s employment practices) prior to his or her Required  Beginning Date, payment of his or her benefits will continue.  Upon his or her subsequent  termination of employment with the Employer, the Participant shall continue to receive the  benefit he or she was receiving during the period of reemployment; provided that, if the  Participant’s most recent termination of employment occurred prior to January 1, 2018, then, to  the extent the law so requires, in no event shall the Participant receive a benefit that is less  valuable, on an actuarial basis, than the benefits to which he or she would be entitled under the  Plan as in effect on the date of such subsequent termination, taking into account his or her age at  the time of such subsequent termination and his or her years of Credited Service earned during  his or her period of reemployment (if any), reduced by the value of the benefits, other than  disability benefits, he or she received prior to his or her subsequent termination date.  Section 9.02. Timing Of Distributions.  (a) Prior To Normal Retirement Date.  If a Participant’s employment is  terminated before his or her Normal Retirement Date for any reason other than his or her death,  the Participant may request the distribution application forms at any time on or after the date  ninety (90) days before the date he or she is first eligible to begin receiving an Early Retirement  Benefit or Normal Retirement Benefit, as applicable.  If a Participant remains employed until he  or she meets the requirement for early retirement, such Participant may request at any time that  the Employer provide him or her with the distribution notice described in Section 3.03 of the  Master Plan Document as well as benefit election forms.  When such a request is made, the  Employer shall promptly provide the distribution notice and benefit election forms to the  Participant if the Actuarial Equivalent lump sum value of the Participant’s vested Accrued  Benefit exceeds $5,000.  In order to begin receiving benefits, the Participant must properly  complete his or her benefit election forms and make certain the Employer receives them before  the first day of the month which contains the date which is ninety (90) days after the date of the  distribution notice provided by the Employer.  If the forms are properly completed and timely  received, distribution of the Participant’s benefits will commence in the form elected by the  Participant (1) as of the first day of the month following the date the distribution notice is  distributed to the Participant if properly completed forms are returned either on or before such  first day of the month or before the expiration of the seven (7) day period beginning the day after  the date the distribution notice is distributed, or (2) as of the first day of the month after the  Employer receives properly completed forms if such forms are returned after the time described  in (1) above.  Such first day of the month shall be his or her Annuity Starting Date. In no event  shall any payments be made before seven (7) days have elapsed since the date the Participant  received the distribution notice.  (b) Continued Employment Until Required Beginning Date.  A Participant  who remains employed by the Employer until the January immediately preceding his or her  Required Beginning Date shall receive the distribution notice described in Section 3.03 of the  Master Plan Document as well as benefit election forms within the 30- to 90-day period before  his or her Required Beginning Date.  If the Participant properly completes his or her benefit  





 






  H-17  4841-1404-2944.2  election forms and returns them to the Employer before his or her Required Beginning Date, the  Participant’s benefits will commence in the form elected by the Participant as of his or her  Required Beginning Date.  If the Participant fails to properly complete and return his or her  benefit election forms before his or her Required Beginning Date, distribution of his or her  vested Accrued Benefit will commence at his or her Required Beginning Date in the Normal  Payment Form, and his or her Annuity Starting Date shall be his or her Required Beginning  Date.  Section 9.03. Payment Forms.  In the absence of an election otherwise, a  Participant’s will receive his or her retirement benefits in the Normal Payment Form.  A  Participant may elect, in lieu of the Normal Payment Form, to receive his or her retirement  benefits in one of the optional payment forms provided in Section 3.02 of the Master Plan  Document.  





 






  H-18  4841-1404-2944.2  ARTICLE X. TRANSFERS  Section 10.01. Termination Of Employment.  Transfers within the Employer or  between the Employer and any Affiliate shall not be considered a termination of employment  under the Plan.  Termination of employment under the Plan shall occur when an employee is no  longer employed by the Employer or any Affiliate.  Section 10.02. Vesting Service.  In determining Vesting Service under the Plan,  periods of Service by an Employee with the Employer or any Affiliate shall be included, but only  with respect to Service during any period that such entities are required to be aggregated under  Code Sections 414(b), (c) or (m) or regulations issued pursuant to Code Section 414(o).  Section 10.03. Acquisition Of Assets.  If the Employer acquired the assets  (through purchase, merger or otherwise) of any other entity and hired persons who had been  employed by such entity, the division or other subgroup in which such persons were employed  shall be excluded from the groups included in the definition of “Eligible Employee” unless the  Employer communicated to such division or subgroup that such division or subgroup would be  accruing benefits under the Plan.  





 






  H-19  4841-1404-2944.2  EXHIBIT H-1    Actuarial Assumptions  I. Joint and Survivor Annuity Form of Payment  Age of Employee  Less Age of  Joint Annuitant  Age-Related Retirement Percent  of Life Annuity Payable  To Employee with 50%, 66-2/3%, 75%  Or 100% of Reduced Amount  Payable to Joint Annuitant  Disability Retirement  Percent of Life Annuity  Payable to Employee with  50% of Reduced Amount  Payable to Joint Annuitant       50% 66-2/3% 75% 100%          20* 78.20 76.10 74.10 68.10 66.30  19 78.40 76.40 74.40 68.40 66.60  18 78.70 76.70 74.70 68.80 66.90  17 79.00 77.10 75.10 69.20 67.20  16 79.40 77.50 75.50 69.60 67.60  15 79.80 77.90 75.90 70.10 68.00  14 80.20 78.40 76.40 70.70 68.40  13 80.60 78.90 76.90 71.30 68.80  12 81.00 79.40 77.40 71.90 69.20  11 81.40 79.90 77.90 72.50 69.60  10 81.80 80.40 78.40 73.10 70.00  9 82.20 80.90 78,90 73.70 70.40  8 82.60 81.40 79.40 74.30 70.80  7 83.00 81.90 79.90 74.90 71.30  6 83.40 82.40 80.40 75.50 71.80  5 83.90 82.90 81.00 76.10 72.30  4 84.40 83.40 81.50 76.80 72.80  3 84.90 83.90 82.10 77.50 73.40  2 85.40 84.50 82.70 78.20 74.00  1 85.90 85.10 83.30 79.00 74.60  0 86.40 85.70 84.00 79.80 75.20  -1 86.90 86.20 84.60 80.60 75.80  -2 87.40 86.70 85.20 81.40 76.40  -3 87.90 87.20 85.80 82.20 77.00  -4 88.40 87.70 86.40 83.00 77.70  -5 88.90 88.20 86.90 83.70 78.40  -6 89.40 88.70 87.50 84.40 79.20  -7 89.90 89.20 88.10 85.10 80.00  -8 90.40 89.70 88.60 85.80 80.80  -9 90.90 90.20 89.20 86.50 81.50  -10 91.40 90.70 89.80 87.20 82.20  -11 91.90 91.20 90.30 87.90 82.90  -12 92.40 91.70 90.90 88.60 83.60  





 






  H-20  4841-1404-2944.2  Age of Employee  Less Age of  Joint Annuitant  Age-Related Retirement Percent  of Life Annuity Payable  To Employee with 50%, 66-2/3%, 75%  Or 100% of Reduced Amount  Payable to Joint Annuitant  Disability Retirement  Percent of Life Annuity  Payable to Employee with  50% of Reduced Amount  Payable to Joint Annuitant      -13 92.90 92.20 91.50 89.30 84.30  -14 93.40 92.70 92.00 90.00 85.00  -15 93.90 93.20 92.60 90.70 85.70  -16 94.30 93.70 93.10 91.40 86.40  -17 94.70 94.20 93.70 92.10 87.10  -18 95.00 94.70 94.20 92.80 87.80  -19 95.30 95.20 94.60 93.40 88.50  -20 or more 95.60 95.70 95.10 93.90 89.20         Reduce applicable Percent by an additional .20% for the Joint & 50% Contingent Annuity form,  and by an additional .30% for the other forms, for each year in excess of 20.  Example:  Under  the Joint & 50% Contingent Annuitant form, if employee is 23 years older than joint annuitant,  reduce the 78.20% by .60% to 77.605.  II. 10 Years Certain and Life Form  Age at  Date of  Retirement  Percent of Life  Annuity Benefits  Payable to Employee     55 97.30%  56 97.00%  57 96.60%  58 96.20%  59 95.80%  60 95.30%  61 94.80%  62 94.10%  63 93.40%  64 92.60%  65 91.70%  66 90.70%  67 89.70%  68 88.50%  69 87.30%  70 85.90%     Note: The above table only gives the factors for years of attained age.  The factor used to  determine a Retirement benefit will take into account years and months of attained age  at Retirement for example, the factor of age 62 and 6 months is 93.75%.  





 






  I-1  4841-1404-2944.2  PART I: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX A – KOP-FLEX MEMORIAL LODGE 1784 & DISTRICT LODGE 12  UNION EMPLOYEES   Overview:  • Plan frozen to new hires effective January 30, 2015.  The purpose of this Part I is to provide benefits for Eligible Employees under this Part.  





 






  I-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Accrued Benefit” means a Participant’s benefit, as determined hereunder,  expressed in the Normal Form beginning on or after the Participant’s Normal Retirement Date.  (b) “Actuarial Equivalent” for benefits shall be determined on the basis of  7.5% interest and the 1983 Group Annuity Mortality Table as set forth in Revenue Ruling 95-6,  1995-1 C.B. 80.  (c) “Break in Service” means the completion of 500 or fewer Hours of  Service by an Employee or former Employee during a computation period or any twelve (12)  consecutive month Period of Severance, as applicable.  (d) “Contingent Annuitant” means an individual named by the Participant to  receive a benefit after the Participant’s death in accordance with a survivorship annuity.  (e) “Early Retirement Age and Service Requirements” means the date on  which a Participant first meets the requirement(s) of either (i) or (ii) below:  (i) He or she has attained age sixty (60) and completed ten (10)  years of Vesting Service.  (ii) He or she has completed thirty (30) years of Vesting Service.  (f) “Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date that the Participant selects for the start of his retirement  benefits.  This day shall be on or after the date he or she has a Severance from Employment and  satisfies the Early Retirement Age and Service Requirements.  (g) “Eligible Employee” means, for purposes of this Part I, a person classified  by the Employer as an employee of Kop-Flex, Inc. as an hourly paid employee who is  represented for collective bargaining purposes by the Union.  As of January 30, 2015, no active  Employees are covered by this Part I.  (h) “Employment Commencement Date” means the date an Employee first  performs an Hour of Service.  (i) “Late Retirement Date” means the first day of any month that is after a  Participant’s Normal Retirement Date and on which retirement benefits begin.  If a Participant  continues to work for the Employer after his or her Normal Retirement Date, his or her Late  





 






  I-3  4841-1404-2944.2  Retirement Date shall be the first day of the month on or after the date he or she has a Severance  from Employment.  (j) “Normal Form” means a single life annuity with certain period of five  years.  (k) “Normal Retirement Age” means the later of age sixty-five (65) or a  Participant’s fifth (5th) anniversary of the first day of the Plan Year in which the Participant  commenced participation in the Plan.  (l) “Normal Retirement Benefit” means the Participant’s Accrued Benefit.  (m) “Normal Retirement Date” means the first day of the month on or after the  date the Participant reaches his Normal Retirement Age, provided that he or she has terminated  employment from the Company and its Affiliates before such date.  (n) “Parental Absence” means an Employee’s absence from work:  (i) by reason of the pregnancy of the Employee,  (ii) by reason of the birth of a child of the Employee,  (iii) by reason of the placement of a child with the Employee in  connection with adoption of such child by such Employee, or  (iv) for purposes of caring for such child for a period beginning  immediately following such birth or placement.  (o) “Pension Credited Service” means an Eligible Employee’s Period of  Service.  Pension Credited Service may continue to be credited for up to two (2) years if a  Participant is on lay-off, pursuant to the collective bargaining agreement between the Employer  and the Union.  However, Pension Credited Service for benefit accrual purposes shall not  include:  (i) service before November 1, 1986, and (ii) service while not an Eligible Employee.  (p) “Period of Service” means a period of time beginning on an Employee’s  Employment Commencement Date or Reemployment Commencement Date (whichever applies)  and ending on his or her most recent Severance Date.  For purposes of calculating an Employee’s  Period of Service, the following rules shall apply:  (i) A Period of Service shall be expressed as years and fractional  parts of a year (to two decimal places) on the basis that 365 days  equal one year.  (ii) A Period of Severance shall be deemed to be a Period of Service  under either of the following conditions:  (A) the Period of  Severance immediately follows a period during which an  Employee is not absent from work and ends within twelve (12)  months; or (B) the Period of Severance immediately follows a  





 






  I-4  4841-1404-2944.2  period during which an Employee is absent from work for any  reason other than quitting, being discharged, or retiring (such as  a leave of absence or layoff) and ends within twelve (12) months  of the date he or she was first absent.  (iii) A Period of Service shall be reduced by (A) all or any part of a  Period of Service that is not counted pursuant to the rules set  forth in this Plan and/or (B) any Period of Severance that  occurred prior to his most recent Severance Date, unless such  Period of Severance is included under the service spanning rules  described in (ii) above.  (q) “Period of Severance” means a period of time beginning on an  Employee’s Severance Date and ending on the date he or she again performs an Hour of Service.   A one-year Period of Severance means a Period of Severance of twelve (12) consecutive months.   Solely for purposes of determining whether a one-year Period of Severance has occurred for  eligibility or vesting purposes, the consecutive twelve (12) month period beginning on the first  anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance.  (r) “Predecessor Employer” means a firm of which the Employer was once a  part (e.g., due to a spinoff or change of corporate status) or a firm absorbed by the Employer  because of a merger or acquisition (stock or asset, including a division or an operation of such  company) that maintained this Plan or that is named below:  Koppers Company, Inc.  (s) “Qualified Joint and Survivor Annuity” means, for a Participant who has a  Spouse, an immediate survivorship life annuity, where the survivorship percentage is fifty  percent (50%) and the Contingent Annuitant is the Participant’s Spouse.  A former Spouse will  be treated as the Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).    This Qualified Joint and Survivor Annuity shall be at least the Actuarial Equivalent of any form  of annuity benefit offered under the Plan.  (t) “Qualified Preretirement Survivor Annuity” means a straight life annuity  payable to the surviving Spouse of a Participant who dies before his Annuity Starting Date with a  vested benefit hereunder calculated as provided in Section 4.01. A former Spouse will be treated  as the surviving Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  (u)  “Reemployment Commencement Date” means the date an Employee first  performs an Hour of Service following a Period of Severance.  (v) “Severance Date” means the earlier of:  (i) the date on which an Employee quits, retires, dies, or is  discharged, or  





 






  I-5  4841-1404-2944.2  (ii) the first anniversary of the first date an Employee remains absent  from service (with or without pay).  This absence may be the  result of any combination of reasons, including vacation, holiday,  sickness, disability, leave of absence, or layoff, but excluding  quit, retirement, discharge or death.  Solely to determine whether a one-year Period of Severance has occurred for eligibility or  vesting purposes for an Employee who is absent from service beyond the first anniversary of the  first day of a Parental Absence, the Severance Date is the second anniversary of the first day of  the Parental Absence.  The period between the first and second anniversaries of the first day of  the Parental Absence is not a Period of Service and is not a Period of Severance.  (w) “Severance from Employment” means the date an Employee has ceased to  be an Employee.  (x) “Special Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date which the Participant selects for the start of his or her  retirement benefits.  A Special Early Retirement Date can occur only if the Participant is absent  from work due to:  (i) a permanent shutdown of a plant, or department;  (ii) a layoff, or physical disability;  (iii) an elective layoff, made in connection with a permanent  shutdown, and made pursuant to a collective bargaining  agreement; or  (iv) a physical disability, or layoff (other than the one described  above), where the Employer declares that the Participant’s return  to active employment is unlikely.  If one of the requirements above is met, then the Special Early Retirement Date shall be the first  day of any month before a Participant’s Normal Retirement Date on which the Participant meets  the requirements of either (x) or (y) below:  (x) He or she has attained age fifty-five (55), has completed ten  (10) or more years of Vesting Service, and the sum of his  or her age and Vesting Service equals or exceeds seventy- five (75).  (y) The sum of his or her age and Vesting Service equals or  exceeds eight (80).  (y) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the one  (1) year period preceding the Participant’s death.  For purposes hereof, “lawfully married” means  





 






  I-6  4841-1404-2944.2  legally married (A) under the laws of the United States (or one of the United States) or any other  generally recognized jurisdiction and (B) for federal tax purposes.  (z) “Totally and Permanently Disabled” (or derivations thereof) means that, as  a result of sickness or injury, the Participant is prevented from performing any work, or engaging  in any occupation for wage or profit, and has been continuously disabled for six (6) months, and,  in the opinion of a physician selected by the Administrator, such disability will be permanent,  continuous and is expected to result in death.  Initial written proof that the disability exists and has continued uninterruptedly for  at least five (5) months must be furnished to the Administrator by the Participant within one (1)  year after the date the disability begins.  The Administrator, upon receipt of any notice of proof  of a Participant’s total and permanent disability, shall have the right and opportunity to have a  physician it designates examine the Participant when and as often as it may reasonably require,  but not more than once each year after the disability has continued uninterruptedly for at least  two (2) years beyond the date of furnishing the first proof.  However, a Participant shall not be entitled to receive any disability benefits  under the Plan if his or her disability results from any of the following:  (i) habitual use of illegal drugs or alcohol;  (ii) injury or disease sustained while serving in any armed forces or  as a result of warfare for which he or she is receiving a pension;  (iii) an intentional, self-inflicted injury; or  (iv) was contracted, suffered or incurred while the Participant was  engaged in, or resulting from engagement in, a criminal  enterprise.  (aa) “Union” means the Memorial Lodge No. 1784, District Lodge No. 12 of  the International Association of Machinists and Aerospace Workers.  (bb) “Vesting Service” means an Employee’s Pension Credited Service.  In  addition, an Employee’s service before October 13, 1986 with a Predecessor Employer that did  not maintain this Plan shall be included as Vesting Service with the Employer.  This service  excludes service performed while a proprietor or partner.  





 






  I-7  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Participation.  (a) There are no active participants under this Part I.  (b) An inactive participant or a former Participant shall not again become an  active participant (shall not resume active participation in the Plan).  Section 2.02. Cessation of Participation.  A Participant shall cease to be a  Participant on the earlier of the following:  (a) The date of his or her death.  (b) The date he or she receives a single sum distribution in satisfaction of all  of his or her benefits under the Plan.  An inactive participant shall also cease to be a Participant on the earliest date on which he or she  is not entitled to a deferred monthly income under Section 7.07 of the Master Plan Document.   An individual who ceases to be a Participant hereunder shall not resume participation at any later  date.  Section 2.03. Calculation of Pension Credited Service - Special Rules.  (a) Disregarded Service.  If a person’s employment with the Employer and its  Affiliates is terminated when he or she has no nonforfeitable right to a benefit derived from  Employer contributions under the Plan, then if the number of days in the Employee’s Period of  Severance equals or exceeds the greater of six (6) years or one (1) year plus his or her Period of  Service, whether or not consecutive, completed before such Period of Severance, then any Period  of Service accrued prior to such break in service shall be disregarded.  (b) Service with Foreign Corporation.  A Participant who leaves the  employment of the Employer and its Affiliates to accept employment with a corporation which is  directly or indirectly owned fifty percent (50%) or more by the Company or a Subsidiary but  which is organized outside of the United States, or to accept employment (at the written request  of the Employer) with any other corporation organized outside of the United States, shall, if he or  she thereafter returns to employment in the United States with the Employer or its Affiliates for  at least twelve (12) months, earn benefits as if he or she had continued in the employment of the  Employer and its Affiliates for the period of such foreign employment; provided, however, that  any benefits credited for such period shall be reduced (but not below zero) by the amount of any  foreign pension or severance payment earned during such period.    (c) Disability Accrual.  Except as may be provided otherwise in this Part, a  Participant who becomes disabled while employed by the Employer or any Affiliate and is  receiving disability benefits pursuant to the Social Security Laws shall for the purposes of this  Plan be considered as having continued in the employment of the Employer, so long as he or she  continues to receive such benefits, until the earliest of (i) the date he or she is no longer  





 






  I-8  4841-1404-2944.2  permanently and totally disabled, (ii) the date he or she has attained his or her Normal  Retirement Date, (iii) his or her Annuity Starting Date, or (iv) the date he or she dies.  





 






  I-9  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Retirement Benefits.  (a) Normal Retirement Benefit.  A Participant who terminates employment  from the Employer and its Affiliates on his or her Normal Retirement Date may commence  receiving his or her vested Normal Retirement Benefit.  The monthly Normal Retirement Benefit  is an amount equal to the product of (i) and (ii) below:  (i) An amount equal to $37.50 ($38.00, for a Participant who was  credited with an Hour of Service as a Part I Employee on and  after January 1, 2012).  (ii) His or her Pension Credited Service on such date.  (b) Early Retirement Date.  Except as otherwise provided in this Section, a  Participant’s retirement benefit on his Early Retirement Date shall be equal to his or her Accrued  Benefit on such date, multiplied by the factor shown below corresponding to the number of years  his or her Annuity Starting Date precedes his or her Normal Retirement Date.  NUMBER OF YEARS EARLY  RETIREMENT DATE  PRECEDES NORMAL  RETIREMENT DATE FACTOR     1 .9333  2 .8667  3 .8000  4 .7333  5 .6667     The above factors shall be prorated for a partial year (counting a partial month as  a complete month).  If the Participant was covered under the Plan on the last day of the 1988 Plan  Year, his or her retirement benefit on his or her Early Retirement Date shall not be less than his  or her Accrued Benefit on such date multiplied by the applicable early retirement factor as if the  Plan as in effect on that date had continued unchanged.  An active Participant’s retirement benefit on his or her Early Retirement Date  shall be equal to his or her Accrued Benefit on such date, with no reduction, if he or she has  completed 30 years of Vesting Service.  (c) Special Early Retirement Date.  An active Participant’s retirement benefit  on his or her Special Early Retirement Date shall be equal to his or her Accrued Benefit on such  date.  





 






  I-10  4841-1404-2944.2  (d) Late Retirement Date.  An active Participant’s retirement benefit on his or  her Late Retirement Date shall be equal to the greatest of (i), (ii), or (iii) below:  (i) The Participant’s Accrued Benefit on his or her Late Retirement  Date.  (ii) The Participant’s Accrued Benefit on his or her Normal  Retirement Date, multiplied by the factor shown below  corresponding to the number of years the Late Retirement Date  follows his or her Normal Retirement Date.  NUMBER OF YEARS EARLY  LATE RETIREMENT DATE  FOLLOWS NORMAL  RETIREMENT DATE FACTOR     1 1.0600  2 1.1200  3 1.1900  4 1.2600  5 1.3400  6 1.4200  7 1.5000  8 1.5900  9 1.6900  10 1.7900     The above factors shall be prorated for a partial year (counting a  partial month as a complete month).  Factors for years beyond ten  (10) shall be determined using a consistently applied reasonable  actuarially equivalent method.  (iii) This (iii) applies only to a Participant whose Late Retirement  Date occurs after the April 1 following the calendar year in  which he or she attains age 701⁄2.  Such Participant’s retirement  benefit will be adjusted to take into account the period after such  date in which the Participant was not receiving his or her  retirement benefit.  The amount in this (iii) shall be equal to the  retirement benefit that would have been paid on such date  (determined as if his or her Late Retirement Date had occurred  on such date) multiplied by the factor in (ii) above for one (1)  year past Normal Retirement Date, prorated for a partial year  based on the number of months in the period (counting a partial  month as a complete month).  If the Participant’s Late Retirement Date occurs after the first day  of the Plan Year following such date, the amount in this (iii) shall  





 






  I-11  4841-1404-2944.2  be equal to the retirement benefit that would have been paid on the  first day of the Plan Year, multiplied by the factor in (ii) above for  one (1) year past Normal Retirement Date, prorated for a partial  year based on the number of months since the first day of the Plan  Year (counting a partial month as a complete month).  The amount in this (iii) shall be redetermined on the first day of  each Plan Year based on the retirement benefit that would have  been paid on such date (determined as if his Late Retirement Date  has occurred on such date) multiplied by the factor in (ii) above for  one (1) year past Normal Retirement Date, prorated for a partial  year based on the number of months since the first day of the Plan  Year (counting a partial month as a complete month).  (e) Special Lump Sum Payment.  If a Participant retires under normal, early,  special early or late retirement, he or she is eligible to receive a lump sum special payment to  cover his or her first three (3) months of retirement.  This special payment is equal to thirteen  (13) weeks of vacation pay for the vacation year in which he or she retires, less any vacation pay  he or she actually receives for that vacation year, multiplied by his or her weekly rate of vacation  pay for that vacation year.  This special payment will be paid to the Participant in a lump sum within the first  full month following his or her retirement.  A Participant is entitled to only one special payment.   If he or she returns to work after retiring, he or she will not receive a second special payment  when he or she retires again.  (f) Benefit Not Less than Early Retirement Amount.  A Participant’s  retirement benefit under the Normal Form shall not be less than the greatest amount of benefit  that would have been provided for him or her had he or she retired on any earlier retirement date.  (g) Benefits Upon Employment After Retirement Date.  If a Participant is  employed by the Employer after his or her Annuity Starting Date, any monthly retirement benefit  payment he or she is receiving shall continue unchanged.  If such Participant again became an active Participant after his or her Retirement  Date, his or her benefits under this Plan shall not be duplicated.  The retirement benefit from the  Accrued Benefit resulting from such additional period of Pension Credited Service shall be  payable according to the provisions of Article V.  Any death benefit from the Accrued Benefit he  or she accrued during his or her latest period as an active Participant shall be determined as  provided in Section 4.01.  Section 3.02. Disregard of Accrued Benefit.  If a Participant receives a single  sum payment equal to the Actuarial Equivalent present value of his or her entire vested Accrued  Benefit, then his or her entire Accrued Benefit as of the date of the distribution shall be  disregarded.  If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit  was zero and he or she was deemed to have received a distribution of such present value of his  





 






  I-12  4841-1404-2944.2  entire vested Accrued Benefit, and he or she again becomes an Eligible Employee before the end  of the first period of five (5) consecutive one-year Periods of Severance that begin after the date  of the deemed distribution, upon the date he or she again performs an Hour of Service as an  Eligible Employee, the Employer-derived Accrued Benefit (including all optional forms of  benefits and subsidies relating to such benefits) shall be restored to the amount of such Accrued  Benefit on the date of the deemed distribution.    





 






  I-13  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS  Section 4.01. Death Benefits.  (a) A Qualified Preretirement Survivor Annuity shall be payable only if the  Participant is survived by a Spouse.  If this requirement is met, then the Qualified Preretirement  Survivor Annuity shall become payable on the earliest date on or after the date of the  Participant’s death on which he or she could have elected to retire if he or she had a Severance  from Employment on the date of his death (or the date he or she last had a Severance from  Employment, if earlier) and survived to retire.  The Spouse may elect to start benefits on any  later first day of the month.  If the Spouse chooses to start benefits later, the Qualified  Preretirement Survivor Annuity shall be the Actuarial Equivalent of the Qualified Preretirement  Survivor Annuity that would have been payable on the date the Qualified Preretirement Survivor  Annuity would otherwise have been payable.  Benefits must start by the date the Participant  would have been age 70 1/2.  If the Spouse dies before the Qualified Preretirement Survivor  Annuity starts, no death benefits are payable hereunder.  Subject to applicable Code rules, a surviving Spouse who is entitled to a Qualified  Preretirement Survivor Annuity may elect to receive such benefit in any annuity that is an  optional form of retirement benefit.  (b) If a vested Participant dies while an Employee and after meeting the Early  Retirement Age and Service Requirements, and if a Qualified Preretirement Survivor Annuity is  not payable upon the Participant’s death, then his or her Beneficiary will receive sixty (60)  monthly payments.  The amount of each payment is equal to the monthly amount the Participant  would have received had he or she retired on the day before his or her death under the Normal  Form.  (c) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent (50%) benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    Section 4.02. Disability Benefits.  If an active Participant became Totally and  Permanently Disabled before his or her Normal Retirement Date, a disability benefit shall be  payable to him or her if the disability occurs on or after he or she has completed ten (10) years of  Vesting Service.  The disability benefit payable to a Participant who met the requirements above is  an immediate monthly benefit equal to his or her Accrued Benefit on the day before his or her  monthly disability benefit begins, but not less than $100.  Monthly disability benefit payments shall begin on the earliest first day of the  month on or after the date the Participant meets the requirements under this Section.  Such  payments shall continue through the last monthly payment made before the earliest of his or her  





 






  I-14  4841-1404-2944.2  Annuity Starting Date (or Normal Retirement Date, if earlier), the date of his or her death, or the  day following the date he or she is no longer Totally and Permanently Disabled.  If the payments continue through the month immediately preceding the  Participant’s Annuity Starting Date (or Normal Retirement Date, if earlier), retirement benefits  shall be provided for him or her on his retirement date under the provisions of Article III.  The  Participant’s Accrued Benefit shall be equal to his or her Accrued Benefit as of the day before  the disability benefit began.  However, such Accrued Benefit shall not be less than the amount of  monthly disability payment paid to him or her under this Section.  If, before the Participant’s  Annuity Starting Date (or Normal Retirement Date, if earlier), he or she recovers and returns to  active work for the Employer within one month of his or her recovery, then the payments shall  stop.  If, before the Participant’s Annuity Starting Date (or Normal Retirement Date, if earlier),  he or she recovers and does not return to active work for the Employer within one (1) month of  his or her recovery, then the payments shall stop and his or her benefits shall become payable  under the Deferred Vested Benefits provisions of the Plan.  Section 4.03. Vested Benefits.   (a) If a vested Participant dies before his or her Annuity Starting Date, the  only death benefits payable shall be the Qualified Preretirement Survivor Annuity, or, if  applicable, the death benefit described in subsection (e).  (b) If a Qualified Preretirement Survivor Annuity becomes payable pursuant  to subsection (a), the Participant’s surviving Spouse shall be paid, commencing on the first day  of the month following the later of the Participant’s death or the date the Participant would have  attained his or her Early Retirement Age, a survivor annuity for the life of the surviving Spouse;  provided, however, that distribution to the surviving Spouse shall not be made prior to the date  the Participant would have attained his or her Normal Retirement Age without the consent of the  surviving Spouse. Benefits must start by the date the Participant would have been age 701⁄2. If the  Spouse dies before the Qualified Preretirement Survivor Annuity starts, no death benefits are  payable hereunder.  (c) If the Participant is employed by the Employer at the time of his or her  death, then the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, reduced by the early retirement reduction factors if the death benefit begins before the  Participant’s Normal Retirement Date.  If the Participant is not employed at the time of his or her  death, the amount payable to the Participant’s surviving Spouse in the form of Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, with the following adjustments:  (i) The benefit shall be reduced by the actuarial factors used to  convert the benefit under Section 3.02 to a Qualified Joint and  Survivor Annuity; and  





 






  I-15  4841-1404-2944.2  (ii) The early retirement reduction factors shall be applied if the  death benefit begins before the Participant’s Normal Retirement  Date.  (d) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent 50% benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    (e) If a vested Participant dies while an Employee and after meeting the Early  Retirement Age and Service Requirements, and if a Qualified Preretirement Survivor Annuity is  not payable upon the Participant’s death, then his or her Beneficiary will receive sixty (60)  monthly payments. The amount of each payment is equal to the monthly amount the Participant  would have received had he or she retired on the day before his or her death under the Normal  Form.   





 






  I-16  4841-1404-2944.2  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS  Section 5.01. When Benefits Start.  (a) A Participant with a vested benefit who terminates employment on or after  meeting the Early Retirement Age and Service Requirements may commence receipt of his or  her benefits on an Early Retirement Date, or on any later date as he or she may elect.  (b) A Participant who terminates employment prior to his or her Early  Retirement Date but who has met the service requirements under the Early Retirement Age and  Service Requirements may elect to begin receiving an early retirement benefit on the first day of  any month coincident with or following his or her Early Retirement Age, or on any later date as  he or she may elect, or may elect to receive a Normal Retirement Benefit commencing on his or  her Normal Retirement Date.  Section 5.02. Automatic Forms of Distribution.  Unless an optional form of  benefit is selected pursuant to a qualified election within the election period (as provided in  Sections 3.02 and 3.03 of the Master Plan Document), the automatic form of benefit payable to  or on behalf of a Participant is determined as follows:  (a) Retirement Benefits.  The automatic form of retirement benefit for a  Participant who does not die before his Annuity Starting Date shall be:  (i) The Qualified Joint and Survivor Annuity for a Participant who  has a Spouse on his or her Annuity Starting Date.  (ii) The Normal Form for a Participant who does not have a Spouse  on his or her Annuity Starting Date.  (b) Death Benefits.  The automatic form of death benefit for a Participant who  dies before his or her Annuity Starting Date is determined according to the provisions of Section  4.01.  Section 5.03. Optional Forms Of Retirement Benefits.  The optional forms of  retirement benefits shall be those stated in Section 3.02 of the Master Plan Document, as well as  a single life annuity with a certain period of five (5) years. For the 5-year period certain  option,  an actuarially reduced benefit shall be payable to the Participant through the month in which the  participant dies, and in the event the Participant dies prior to receiving sixty (60) monthly  payments, monthly payments in the same amount shall be continued payable to the Participant’s  Beneficiary until an aggregate of sixty (60) monthly payments have been made.   The Participant must designate a Beneficiary on a form prescribed by and  submitted to the Administrator in accordance with Section 3.02 of the Master Plan Document.  Such designation may be changed or revoked at any time prior to the death of the Participant. If  both the Participant and his or her Beneficiary die prior to the receipt of sixty (60) monthly  payments in the aggregate, then the remainder of such sixty (60) monthly payments shall be paid  to the estate of the last to die of the Participant or his or her Beneficiary.  





 






  J-1  4841-1404-2944.2  PART J: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 8 – BROWNING MANUFACTURING DIVISION EMPLOYEES   Overview:  • Plan frozen to new hires effective January 30, 2015.  The purpose of this Part J is to provide benefits for Eligible Employees equal to the sum of their  benefit with their prior employer(s) as calculated under the Emerson Electric Co. Retirement  Plan (including Appendix 8 thereto) (the “Emerson Plan”) and their benefit provided with the  Employer for periods on and after January 30, 2015, but then offset by the benefits that have  accrued under the Emerson Plan.  The following provisions shall apply only to persons who are  Eligible Employees under this Part.  





 






  J-2  4841-1404-2944.2  ARTICLE I.  DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Accrued Benefit” means a Participant’s benefit (determined pursuant  hereto) expressed in the Normal Form beginning on or after the Participant’s Normal Retirement  Date.  (b) “Actuarial Equivalent” means a benefit of equivalent value calculated  using an interest rate of 6.5% per annum, compounded annually, and the 1984 unisex mortality  table (UP 1984 Mortality Table) published by the Society of Actuaries in The Proceedings  Volume XXV.  (c) “Average Compensation” means one-fifth (1/5th) of the aggregate  Compensation received by an Employee during his or her five consecutive Computation Periods  as an Employee which give rise to the highest aggregate; provided that if an Employee has fewer  than five consecutive Computation Periods as an Employee, his or her Average Compensation  shall be the aggregate Compensation received by him or her as an Employee divided by his or  her years and fractions thereof as an Employee.  In determining Average Compensation, all  compensation earned during periods of service by an Employee with the Employer and any  Affiliate shall be included, whether or not as a Eligible Employee.  (d) “Average Social Security Wage Base” means the average of the Social  Security wage bases during the thirty-five (35) calendar years ending with the calendar year an  individual attains his or her Social Security Retirement Age.  In determining a Participant’s  Average Social Security Wage Base for any particular calendar year, it is assumed that the Social  Security wage base in effect at the beginning of such calendar year will remain in effect for all  future years.  (e) “Benefit Factors” means the numerical factors used in determining the  amount of a Participant’s Accrued Benefit, as they exist at a particular point in time.  (f) “Compensation” means, for Computation Periods commencing on or prior  to June 1, 2014, the Compensation credited under the Emerson Plan, as reported by the  Administrator of the Emerson Plan.  For all Computation Periods commencing on and after  June 1, 2015, “Compensation” means the sum of (a) the annual rate of basic earnings as of each  June 1 plus (b) the amount of the Participant’s incentive payment (but only to the extent such  payment does not exceed 20% of such rate of basic earnings) paid during the 12 months ending  on the December 31 immediately preceding the June 1 on which Compensation is determined;  provided that, for the Computation Period commencing June 1, 2015, the incentive payments  paid by Emerson Electric Co. during calendar year 2014 shall be treated as incentive payments  hereunder.  Overtime earnings, discretionary bonuses, compensation in any form provided under  





 






  J-3  4841-1404-2944.2  an equity plan or award, and incentive bonuses in excess of the above stated maximum are also  excluded.  Compensation taken into account under the Plan for any Plan Year or calendar year  shall not exceed $265,000 (adjusted for changes in the cost of living as provided in Section  415(d) of the Code).  (g) “Computation Period” means the twelve month period commencing on  June 1 and ending on May 31.  (h) “Contingent Annuitant” means an individual named by the Participant to  receive a benefit after the Participant’s death in accordance with a survivorship annuity.  (i) “Contributing Participant” includes any Participant at June 1, 1976 who  was a “B” Member under the Retirement Plan of Browning Manufacturing Division of Emerson  Electric Co. as in effect on May 31, 1976 or who was eligible under the terms of the Plan prior to  October 1, 1989 to make contributions and so elected.  No Employee will be permitted to make  contributions to the Plan on or after October 1, 1989.  (j) “Early Retirement Age and Service Requirements” means age fifty-five  (55) with no service requirement.  (k) “Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date that the Participant selects as his or her Annuity Starting  Date.  This day shall be on or after the date he or she has a Severance from Employment and  satisfies the early retirement age and service requirements as set forth in the applicable Part.  (l) “Eligible Employee” means an Employee who is classified by the  Employer as an employee of the Browning Manufacturing Division of Power Transmission  Solutions Corporation and is employed in such classification on January 30, 2015.  Prior to  January 30, 2015, the Employer was Kop-Flex, Inc.  (m) “Employment Commencement Date” means the date an Employee first  performs an Hour of Service.  (n) “Late Retirement Date” means the first day of any month that is after a  Participant’s Normal Retirement Date and on which retirement benefits begin.  If a Participant  continues to work for the Employer after his or her Normal Retirement Date, his or her Late  Retirement Date shall be the first day of the month on or after the date he or she has a Severance  from Employment.  (o) “Normal Form” means a single life annuity with certain period of five  years.  (p) “Normal Retirement Age” means age sixty-five (65).  (q) “Normal Retirement Benefit” means the Participant’s Accrued Benefit.  (r) “Normal Retirement Date” means the first day of the month on or after the  date the Participant reaches their Normal Retirement Age.  





 






  J-4  4841-1404-2944.2  (s) “Parental Absence” means an Employee’s absence from work:  (i) by reason of the pregnancy of the Employee,  (ii) by reason of the birth of a child of the Employee,  (iii) by reason of the placement of a child with the Employee in  connection with adoption of such child by such Employee, or  (iv) for purposes of caring for such child for a period beginning  immediately following such birth or placement.  (t) “Pension Credited Service” means for periods prior to January 30, 2015,  the service as credited under the Emerson Plan, as reported by the Administrator of the Emerson  Plan.  For periods on or after January 30, 2015, an Eligible Employee shall accrue Pension  Credited Service equaling his or her Period of Service.  For purposes of benefit accrual  hereunder, Pension Credited Service accrued while not an Eligible Employee shall be  disregarded.  (u) “Period of Service” means a period of time beginning on an Employee’s  Employment Commencement Date or Reemployment Commencement Date (whichever applies)  and ending on his most recent Severance Date.  For purposes of calculating an Employee’s  Period of Service, the following rules shall apply:  (i) A Period of Service shall be expressed as years and fractional  parts of a year (to two decimal places) on the basis that 365 days  equal one year.  (ii) A Period of Severance (as defined in Section 1.02) shall be  deemed to be a Period of Service under either of the following  conditions:  (A) the Period of Severance immediately follows a  period during which an Employee is not absent from work and  ends within twelve (12) months; or (B) the Period of Severance  immediately follows a period during which an Employee is  absent from work for any reason other than quitting, being  discharged, or retiring (such as a leave of absence or layoff) and  ends within twelve (12) months of the date he or she was first  absent.  (iii) A Period of Service shall be reduced by (A) all or any part of a  Period of Service that is not counted pursuant to the rules set  forth in this Plan and/or (B) any Period of Severance that  occurred prior to his most recent Severance Date, unless such  Period of Severance is included under the service spanning rules  described in (ii) above.  (v) “Period of Severance” means a period of time beginning on an  Employee’s Severance Date and ending on the date he or she again performs an Hour of Service.   





 






  J-5  4841-1404-2944.2  A one-year Period of Severance means a Period of Severance of twelve (12) consecutive months.   Solely for purposes of determining whether a one-year Period of Severance has occurred for  eligibility or vesting purposes, the consecutive twelve (12) month period beginning on the first  anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance.  (w) “Permanent and Total Disability” (or derivations thereof) means an  Eligible Employee shall be deemed to be permanently and totally disabled only if:  (i) while employed by the Employer he or she has been totally  disabled by bodily injury or disease so as to be prevented thereby  from engaging in any substantial gainful activity, and  (ii) he or she is eligible for and is receiving disability benefits under  the Social Security Act and has provided the Administrator with  evidence of such eligibility and receipt.  The Administrator shall have the right to verify the continued existence of a  Participant’s permanent and total disability at reasonable times prior to the date he or she begins  to receive either his or her Early or Normal Retirement Benefit.  A Participant who refuses to  submit to a medical examination shall be presumed to have recovered from his or her Permanent  and Total Disability.  (x) “Qualified Joint and Survivor Annuity” means, for a Participant who has a  Spouse, an immediate survivorship life annuity, where the survivorship percentage is fifty  percent (50%) and the Contingent Annuitant is the Participant’s Spouse.  A former Spouse will  be treated as the Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  If a Participant does not have a Spouse, the Normal Form  means the Qualified Joint and Survivor Annuity.  This Qualified Joint and Survivor Annuity shall be at least the Actuarial Equivalent of any form  of annuity benefit offered under the Plan.  (y) “Qualified Preretirement Survivor Annuity” means a straight life annuity  payable to the surviving Spouse of a Participant who dies before his Annuity Starting Date with a  vested benefit hereunder.  A former Spouse will be treated as the surviving Spouse to the extent  provided under a qualified domestic relations order as described in Code Section 414(p).  (z) “Reemployment Commencement Date” means the date an Employee first  performs an Hour of Service following a Period of Severance.  (aa) “Severance Date” means the earlier of:  (i) the date on which an Employee quits, retires, dies, or is  discharged, or  (ii) the first anniversary of the first date an Employee remains absent  from service (with or without pay).  This absence may be the  result of any combination of reasons, including vacation, holiday,  





 






  J-6  4841-1404-2944.2  sickness, disability, leave of absence, or layoff, but excluding  quit, retirement, discharge or death.  Solely to determine whether a one-year Period of Severance has  occurred for eligibility or vesting purposes for an Employee who is  absent from service beyond the first anniversary of the first day of  a Parental Absence, the Severance Date is the second anniversary  of the first day of the Parental Absence.  The period between the  first and second anniversaries of the first day of the Parental  Absence is not a Period of Service and is not a Period of  Severance.  (bb) “Severance from Employment” means an Employee has ceased to be an  Employee.  (cc) “Social Security Retirement Age” means the age used as the retirement  age under Section 216(1) of the Social Security Act, except that such section shall be applied:   (a) without regard to the age increase factor, and (b) as if the early retirement age under Section  216(1)(2) of the Social Security Act were age 62.  (dd) “Spouse” means either (i) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (ii) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the ninety  (90) day period preceding the Participant’s death.  For purposes hereof, “lawfully married”  means legally married (A) under the laws of the United States (or one of the United States) or  any other generally recognized jurisdiction and (B) for federal tax purposes.  (ee) “Vesting Service” – see Pension Credited Service.  





 






  J-7  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Eligibility.  Each Eligible Employee who was a “Participant” under  Appendix 8 of the Emerson Plan on January 29, 2015, shall become a Participant hereunder on  January 30, 2015.  Each other Eligible Employee shall become a Participant hereunder as of the  first day of any month coinciding with or next following the date three (3) months from the date  he or she commences employment with the Employer.  No individual who is employed or re-employed after January 30, 2015 shall  become a Participant hereunder.  Section 2.02. inactive Participant.  (a) An active Participant shall become an inactive Participant (stop accruing  benefits) on the earliest of the following:  (i) The date he or she ceases to be an Eligible Employee.  (ii) The effective date of complete termination of the Plan under  Section 6.02 of the Master Plan Document.  (iii) Their Severance from Employment date.  (b) An inactive participant or a former Participant shall not again become an  active participant (shall not resume active participation in the Plan).  Section 2.03. Cessation of Participation.  A Participant, whether active or  inactive, shall cease to be a Participant on the earlier of the following:  (a) The date of his death.  (b) The date he or she receives a single sum distribution in satisfaction of all  of his or her benefits under the Plan.  An inactive participant shall also cease to be a Participant on the earliest date on  which he or she is not entitled to a deferred monthly income under Section 7.07 of the Master  Plan Document.  An individual who ceases to be a Participant hereunder shall not resume  participation at any later date.  Section 2.04. Calculation of Pension Credited Service - Special Rules.  (a) Disregarded Service.  If a person’s employment with the Employer and its  Affiliates is terminated when he or she has no nonforfeitable right to a benefit derived from  Employer contributions under the Plan, then if the number of days in the Employee’s Period of  Severance equals or exceeds the greater of six (6) years or one year plus his or her Period of  Service, whether or not consecutive, completed before such Period of Severance, then any Period  of Service accrued prior to such break in service shall be disregarded.  





 






  J-8  4841-1404-2944.2  (b) Service with Foreign Corporation.  A Participant who leaves the  employment of the Employer and its Affiliates to accept employment with a corporation which is  directly or indirectly owned fifty percent (50%) or more by the Company or an Affiliate but  which is organized outside of the United States, or to accept employment (at the written request  of the Employer) with any other corporation organized outside of the United States, shall, if he or  she thereafter returns to employment in the United States with the Employer or its Affiliates for  at least twelve (12) months, earn benefits as if he or she had continued in the employment of the  Employer and its Affiliates for the period of such foreign employment; provided, however, that  any benefits credited for such period shall be reduced (but not below zero) by the amount of any  foreign pension or severance payment earned during such period  (c) Disability Accrual.  Except as may be provided otherwise in this Part, a  Participant who becomes disabled while employed by the Employer or its Affiliates and who is  receiving disability benefits pursuant to the Social Security Laws shall, for the purposes of this  Plan, be considered as having continued in the employment of the Employer, so long as he or she  continues to receive such benefits, until the earliest of (i) the date he or she is no longer  permanently and totally disabled, (ii) the date he or she has attained his or her Normal  Retirement Date, (iii) his or her Annuity Starting Date, or (iv) the date he or she dies.  





 






  J-9  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Normal Retirement Benefit.  A Participant who retires on his or her  Normal Retirement Date may commence receiving his or her vested Normal Retirement Benefit.   The monthly Normal Retirement Benefit shall be equal to one-twelfth (1/12) of:  (a) 1.0% of his or her Average Compensation multiplied by his or her years of  Pension Credited Service, up to a maximum of 35 years of Pension Credited Service; plus  (b) 0.5% of his or her Average Compensation which is in excess of his or her  Average Social Security Wage Base multiplied by his or her years of Pension Credited Service,  up to a maximum of 35 years of Pension Credited Service, reduced by the years of Pension  Credited Service taken into account in Section 5-1, subsection A(1)(ii) and B(2) of Appendix 8  of the Emerson Plan; plus  (c) 0.25% of Average Compensation multiplied by his or her Pension  Credited Service in excess of 35 years; minus  (d) The monthly Normal Retirement Benefit amount payable to the  Participant under the Emerson Plan in the Normal Form (e.g., the Emerson Plan accrued benefit).  Section 3.02. Early Retirement.  A Participant who retires on an Early  Retirement Date shall receive a monthly early retirement benefit equal to his or her monthly  Normal Retirement Benefit reduced by 1/2% times the number of full months between his or her  Early Retirement Date and his or her Normal Retirement Date.  Section 3.03. Postponed Retirement Benefit.  The postponed retirement benefit  shall be the benefit a Participant would have received at Normal Retirement Date but based upon  his or her Benefit Factors up to his or her actual retirement.  Section 3.04. Benefits Upon Employment After Annuity Starting Date.  If a  Participant is employed by the Employer after his or her Annuity Starting Date, any monthly  retirement benefit payment he or she is receiving shall continue unchanged.  If such Participant again became an active Participant after his or her Annuity  Starting Date, his or her benefits under this Plan shall not be duplicated.  The retirement benefit  from the Accrued Benefit resulting from such additional period of Pension Credited Service shall  be payable according to the provisions of Article III and Article IV.  Any death benefit from the  Accrued Benefit he or she accrued during his or her latest period as an active Participant shall be  determined as provided in Article IV and Section 4.01 below.  Section 3.05. Disregard of Accrued Benefit.  If a Participant receives a single  sum payment equal to the Actuarial Equivalent present value of his or her entire vested Accrued  Benefit, then his or her entire Accrued Benefit as of the date of the distribution shall be  disregarded.  





 






  J-10  4841-1404-2944.2  If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit  was zero and he or she was deemed to have received a distribution of such present value of his  entire vested Accrued Benefit, and he or she again becomes an Eligible Employee before the end  of the first period of five (5) consecutive one-year Periods of Severance that begin after the date  of the deemed distribution, upon the date he or she again performs an Hour of Service as an  Eligible Employee, the Employer derived Accrued Benefit (including all optional forms of  benefits and subsidies relating to such benefits) shall be restored to the amount of such Accrued  Benefit on the date of the deemed distribution.    





 






  J-11  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS  Section 4.01. Death Benefits.  (a) If a vested Participant dies before his or her Annuity Starting Date, the  only death benefits payable shall be the Qualified Preretirement Survivor Annuity.  (b) If a Qualified Preretirement Survivor Annuity becomes payable pursuant  to subsection (a), the Participant’s surviving Spouse shall be paid, commencing on the first day  of the month following the later of the Participant’s death or the date the Participant would have  attained his or her Early Retirement Age, a survivor annuity for the life of the surviving Spouse;  provided, however, that distribution to the surviving Spouse shall not be made prior to the date  the Participant would have attained his or her Normal Retirement Age without the consent of the  surviving Spouse. Benefits must start by the date the Participant would have been age 701⁄2. If the  Spouse dies before the Qualified Preretirement Survivor Annuity starts, no death benefits are  payable hereunder.  (c) If the Participant is employed by the Employer at the time of his or her  death, then the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, reduced by the early retirement reduction factors if the death benefit begins before the  Participant’s Normal Retirement Date.  If the Participant is not employed at the time of his or her  death, the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, with the following adjustments:  (i) The benefit shall be reduced by the actuarial factors used to  convert the benefit under Section 3.02 to a Qualified Joint and  Survivor Annuity; and  (ii) The early retirement reduction factors shall be applied if the  death benefit begins before the Participant’s Normal Retirement  Date.  (d) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent (50%) benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    (e) Alternative Pre-Retirement Death Benefit – The surviving Spouse of a  Participant who:  (i) dies while employed by the Employer as an Eligible Employee  after such Participant has attained age 40 but not age 55;  





 






  J-12  4841-1404-2944.2  (ii) has on the date of such death at least 10 years of Pension  Credited Service; and  (iii) has been married to such survivor for the 90-day period  immediately prior to death;  may elect to be paid a benefit under this section in lieu of the benefit payable  under Section 4.01(a).  A surviving Spouse who elects to receive a benefit  hereunder shall be paid, commencing on the first day of the month following the  Participant’s death, a monthly benefit equal to forty percent (40%) of the pension  which the Participant would have received commencing at his or her Normal  Retirement Date taking into account only his or her Pension Credited Service until  his or her death and without conversion into a Qualified Joint and Survivor  Annuity.  Such monthly benefit shall continue until the earliest to occur of the  survivor’s death, remarriage or receipt of 120 monthly payments.  Section 4.02. Disability Benefits.  A Participant who:  (a) has fifteen (15) years  of Pension Credited Service; and (b) has met the requirements for Permanent and Total  Disability, shall receive a monthly Disability Benefit of $100, beginning with the date he or she  is eligible to receive disability benefits under the Social Security Act.  Such Disability Benefit  shall continue until the Participant ceases to be Permanently and Totally Disabled, dies, or  reaches his or her Normal Retirement Date or Annuity Starting Date, whichever is earliest.  If the  disabled Participant is not entitled to receive disability benefits for any period after his or her  Normal Retirement Date pursuant to a long term disability plan maintained by the Employer, he  or she will be deemed to be retired on his or her Normal Retirement Date and shall be eligible to  receive a Normal Retirement Benefit, in accordance with the Plan’s procedures (including the  requirement that an application for benefits be made).  If the disabled Participant is entitled to  receive disability benefits for any period after his or her Normal Retirement Date pursuant to a  long term disability plan maintained by the Employer, then he or she shall continue to receive his  or her Disability Benefit hereunder, and when his or her benefit pursuant to such long term  disability plan ceases, his or her Disability Benefit hereunder shall cease and he or she shall be  deemed to be retired at his or her Late Retirement Date and shall be eligible to receive a  Postponed Retirement Benefit, in accordance with the Plan’s procedures (including the  requirement that an application for benefits be made).  In calculating the Early Retirement  Benefit (if any), Normal Retirement Benefit, or Postponed Retirement Benefit, for purposes of  this section, only the Benefit Factors earned before the Participant became permanently and  totally disabled shall be counted.  Section 4.03. Vested BenefitsA Participant whose employment is terminated  after he or she has earned at least five (5) years of Vesting Service shall be entitled to a benefit as  described in this section.  (b) A person whose employment is terminated other than by death before he  or she has earned five (5) years of Vesting Service or reached Normal Retirement Age shall  receive no benefit under this Plan.  





 






  J-13  4841-1404-2944.2  (c) Notwithstanding anything to the contrary herein, a Participant who dies  while employed with the Employer or who remains in employment with the Employer until the  date he or she satisfies the requirements for Normal Retirement Age shall have a one-hundred  percent (100%) nonforfeitable right to his or her Accrued Benefit.  (d) A Participant who becomes an inactive Participant before retirement or  death (and, if applicable, before the date a disability payment begins under Section 4.02) will be  entitled to one of the following, whichever is applicable:  (i) Payment of his Accrued Benefit to begin on his or her Normal  Retirement Date.  (ii) If the Participant has satisfied the Early Retirement Age and  Service Requirements, a deferred monthly retirement benefit  under the Normal Form to begin on his or her Early Retirement  Date.  The deferred retirement benefit shall be equal to the  amount under (i) above multiplied by the applicable early  retirement factor set forth in Section 3.01(b).  (iii) A deferred monthly retirement benefit under the Normal Form to  begin on his Late Retirement Date.  The deferred retirement  benefit shall be determined as follows:  (A) For a Participant who became an inactive Participant on or  before his or her Normal Retirement Date, an amount equal  to the amount under (i) above multiplied by the late  retirement factor in Article III that corresponds to the  number of years his Late Retirement Date follows his  Normal Retirement Date.  (B)  For a Participant who became an inactive Participant after  his or her Normal Retirement Date, an amount equal to the  greater of (1) or (2) below:  (1) The Participant’s Accrued Benefit on the day before  the date he or she became an inactive Participant.  (2)  His or her Accrued Benefit on his or her Normal  Retirement Date actuarially adjusted to reflect the  delay in commencement of benefits after his  Normal Retirement Date.  Provided, however, for an inactive Participant whose Late  Retirement Date occurs after the April 1 following the calendar  year in which he or she attains age 701⁄2, such Participant’s  deferred monthly retirement benefit determined in (1) or (2) above,  whichever applies, shall be actuarially adjusted to reflect the delay  in commencement of benefits after such April 1 date.  





 






  J-14  4841-1404-2944.2  Any distribution of vested benefits shall be a retirement benefit and shall be  subject to the distribution of benefits provisions of Article V and the provisions of Section 3.06  of the Master Plan Document.  The Participant’s Accrued Benefit shall be calculated on the day  before he or she became an inactive Participant.  The amount of payment under any form (other  than the Normal Form) shall be determined as provided under Section 3.02 of the Master Plan  Document.  If the Participant dies before his or her Annuity Starting Date, death benefits shall  be distributed according to the provisions of Section 4.01.  (e) Vesting Exception – A Participant whose employment is terminated after  he or she has attained age 55 shall become fully vested in his or her Accrued Benefit.  





 






  J-15  4841-1404-2944.2  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS  Section 5.01. When Benefits Start.  (a) A Participant with a vested benefit who terminates employment on or after  meeting the Early Retirement Age and Service Requirements may commence receipt of his or  her benefits on an Early Retirement Date, or on any later date as he or she may elect.  (b) A Participant who terminates employment prior to his or her Early  Retirement Date but who has met the service requirements under the Early Retirement Age and  Service Requirements may elect to begin receiving an early retirement benefit on the first day of  any month coincident with or following his or her Early Retirement Age, or on any later date as  he or she may elect, or may elect to receive a Normal Retirement Benefit commencing on his or  her Normal Retirement Date.  Section 5.02. Mandatory Participant Contributions.  Prior to October 1, 1989,  “Contributing Participants” may have contributed to the Emerson Plan.  Any withdrawal rights  with respect to such contributions shall be provided under the Emerson Plan, not this Plan.  Section 5.03. Automatic Forms of Distribution.  Unless an optional form of  benefit is selected pursuant to a qualified election within the election period (see Sections 3.02  and 3.03 of the Master Plan Document), the automatic form of benefit payable to or on behalf of  a Participant is determined as follows:  (a) Retirement Benefits.  The automatic form of retirement benefit for a  Participant who does not die before his Annuity Starting Date shall be:  (i) The Qualified Joint and Survivor Annuity for a Participant who  has a Spouse on his or her Annuity Starting Date.  (ii) The Normal Form for a Participant who does not have a Spouse  on his or her Annuity Starting Date.  (b) Death Benefits.  The automatic form of death benefit for a Participant who  dies before his or her Annuity Starting Date is determined according to the provisions of Section  4.01.  Section 5.04. Optional Forms Of Retirement Benefits.  The optional forms of  retirement benefits shall be those stated in Section 3.02 of the Master Plan Document, as well as  a single life annuity with a certain period of five (5) years. For the 5-year period certain option,  an actuarially reduced benefit shall be payable to the Participant through the month in which the  participant dies, and in the event the Participant dies prior to receiving sixty (60) monthly  payments, monthly payments in the same amount shall be continued payable to the Participant’s  Beneficiary until an aggregate of sixty (60) monthly payments have been made.  The Participant must designate a Beneficiary on a form prescribed by and  submitted to the Administrator in accordance with Section 3.02 of the Master Plan Document.  Such designation may be changed or revoked at any time prior to the death of the Participant. If  





 






  J-16  4841-1404-2944.2  both the Participant and his or her Beneficiary die prior to the receipt of sixty (60) monthly  payments in the aggregate, then the remainder of such sixty (60) monthly payments shall be paid  to the estate of the last to die of the Participant or his or her Beneficiary.  





 






  K-1  4841-1404-2944.2  PART K: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 40 – MORSE/BEARINGS DIVISION (MOREHEAD, KY)/SOLUS  INDUSTRIAL/KOP-FLEX SALARIED EMPLOYEES  Overview:  • Plan frozen to new hires effective January 30, 2015.  The purpose of this Part K is to provide benefits for Eligible Employees equal to the sum of their  benefit with their prior employer(s) as calculated under the Emerson Electric Co. Retirement  Plan (including Appendix 40 thereto) (the “Emerson Plan”) and their benefit provided with the  Employer for periods on and after January 30, 2015, but then offset by the benefits that have  accrued under the Emerson Plan.  The following provisions shall apply only to persons who are  Eligible Employees under this Part.  





 






  K-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Actuarial Equivalent” means a benefit of equivalent value calculated  using an interest rate of 6.5% per annum, compounded annually, and the 1984 unisex mortality  table (UP 1984 Mortality Table) published by the Society of Actuaries in The Proceedings  Volume XXV.  (b) “Average Compensation” means one-fifth (1/5th) of the aggregate  Compensation received by an Employee during his or her five consecutive Computation Periods  as an Employee which give rise to the highest aggregate; provided that if an Employee has fewer  than five consecutive Computation Periods as an Employee, his or her Average Compensation  shall be the aggregate Compensation received by him or her as an Employee divided by his or  her years and fractions thereof as an Employee.  In determining Average Compensation, all  compensation earned during periods of service by an Employee with the Employer and any  Affiliates shall be included, whether or not as an Eligible Employee.  (c) “Average Social Security Wage Base” means the average of the Social  Security Wage Bases during the three calendar years prior to the calendar year an individual  terminates his or her employment with the Employer.  (d) “Benefit Factors” means the numerical factors used in determining the  amount of a Participant’s Accrued Benefit, as they exist at a particular point in time.  (e) “Break in Service” means the completion of 500 or fewer Hours of  Service by an Employee or former Employee during a Computation Period or any 12 consecutive  month Period of Severance, as applicable.  (f) “Compensation” means, for Computation Periods commencing prior to  January 1, 2015, the Compensation credited under the Emerson Plan, as reported by the  Administrator of the Emerson Plan.  For all Computation Periods commencing on and after  January, 2015, “Compensation” means all cash pay received during the Computation Period, but  excluding the following items:  any reimbursed item, compensation in any form provided under  an equity plan or award, any payment deferred for more than one year, and any severance pay.   Such Compensation amounts shall include amounts contributed through a salary reduction  arrangement to a qualified plan which meets the requirements of Code Section 401(k) or a  cafeteria plan which meets the requirements of Code Section 125, but shall not otherwise include  Employer contributions to or benefits under this plan or any other qualified plan.  Compensation  taken into account under the Plan for any Plan Year or calendar year shall not exceed $265,000  (adjusted for changes in the cost of living as provided in Section 415(d) of the Code).  





 






  K-3  4841-1404-2944.2  (g) “Computation Period” means the calendar year.  (h) “Contingent Annuitant” means an individual named by the Participant to  receive a benefit after the Participant’s death in accordance with a survivorship annuity.  (i) “Early Retirement Age and Service Requirements” means age fifty-five  (55) with no service requirement.  (j) “Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date that the Participant selects as his or her Annuity Starting  Date.  This day shall be on or after the date he or she has a Severance from Employment and  satisfies the Early Retirement Age and Service Requirements.  (k) “Eligible Retirement Plan” means (i) an eligible plan under Code Section  457(b) that is maintained by a state, political subdivision of a state, or any agency or  instrumentality of a state or political subdivision of a state and which agrees to separately  account for amounts transferred into such plan from this Plan, (ii) an individual retirement  account described in Code Section 408(a), (ii) an individual retirement annuity described in Code  Section 408(b), (iv) an individual retirement plan described in Code Section 408A(b) subject to  any limitations described in Code Section 408A(c), (v) an annuity plan described in Code  Section 403(a), (vi) an annuity contract described in Code Section 403(b), or (vii) a qualified  plan described in Code Section 401(a), that accepts the Distributee’s Eligible Rollover  Distribution.  Notwithstanding the foregoing with respect to a Distributee who is a non-Spouse  Beneficiary, only the plans described in clauses (ii), (iii) or (iv) shall be considered an Eligible  Retirement Plan.  (l) “Eligible Employee” means a person classified by the Employer as an  employee of:  (i) Morse Industrial Division of Regal Power Transmission  Solutions Corporation (formerly Emerson Power Transmission  Corporation),  (ii) the Bearing Division (located in Morehead, Kentucky) of Regal  Power Transmission Corporation (formerly Emerson Power  Transmission Corporation),  (iii) Solus Industrial Innovations, LLC, or  (iv) Kop-Flex, Inc. as a salaried employee,  provided such person is not excluded by application of a collective bargaining agreement, and  provided such person is employed in such classification on January 30, 2015.  (m) “Hours of Service Method” means, for purposes of crediting service, the  following:  





 






  K-4  4841-1404-2944.2  (i) Each hour for which a person is directly or indirectly paid or  entitled to payment by an Employer for the performance of  duties and for reasons other than the performance of duties;  (ii) Each hour for which back pay, irrespective of mitigation of  damages, is either awarded or agreed to by an Employer;  provided that such Hours of Service shall be credited for the  periods to which the award or agreement pertains rather than the  period in which the award, agreement, or payment is made, and  no Hours of Service shall be credited under this subparagraph  which would duplicate any hours credited above;  For a person on a leave of absence or eligible for disability accrual  pursuant to Section 2.04(c), credit shall be given at the rate of 10  hours for each calendar day during such leave other than Saturdays  and Sundays.  For a person who is not compensated on the basis of  a certain amount for each hour worked during a given period,  credit shall be given at the rate of 10 Hours of Service for each  calendar day of employment with an Employer for which he or she  would be credited with one or more Hours of Service if (a) or (b)  above applied regulations thereunder.  (n) “Late Retirement Date” means the first day of any month that is after a  Participant’s Normal Retirement Date and on which retirement benefits begin.  If a Participant  continues to work for the Employer after his or her Normal Retirement Date, his or her Late  Retirement Date shall be the first day of the month on or after the date he or she has a Severance  from Employment.  (o) “Normal Form” means a single life annuity.  (p) “Normal Retirement Age” means age sixty-five (65).  (q) “Normal Retirement Benefit” means the Participant’s Accrued Benefit  payable in the Normal Form.  (r) “Normal Retirement Date” means the first day of the month on or after the  date the Participant reaches their Normal Retirement Age.  (s) “Parental Absence” means an Employee’s absence from work:  (i) by reason of the pregnancy of the Employee,  (ii) by reason of the  birth of a child of the Employee,  (iii) by reason of the placement of a child with the Employee in  connection with adoption of such child by such Employee, or  





 






  K-5  4841-1404-2944.2  (iv) for purposes of caring for such child for a period beginning  immediately following such birth or placement.  (t) “Pension Credited Service” means a service period determined under the  Hours of Service Method.  For Computation Periods prior to January 1, 2015, Pension Credited  Service means the service as credited under the Emerson Plan, as reported by the Administrator  of the Emerson Plan.  For periods on or after January 1, 2015, an Eligible Employee shall earn  one year of Pension Credited Service for each Computation Period in which he or she has  completed 1,000 Hours of Service as an Employee, except that if an Eligible Employee has less  than 1,000 Hours of Service in his or her first or last Computation Period as an Eligible  Employee, he or she shall receive a pro rata part of a year of Pension Credited Service based on  Hours of Service divided by 1,000.  For benefit accrued purposes, Pension Credited Service  accrued while not an Eligible Employee shall be disregarded.  (u) “Period of Severance” means a period of time beginning on an  Employee’s Severance Date and ending on the date he or she again performs an Hour of Service.   A one-year Period of Severance means a Period of Severance of 12 consecutive months.  Solely  for purposes of determining whether a one-year Period of Severance has occurred for eligibility  or vesting purposes, the consecutive 12-month period beginning on the first anniversary of the  first date of a Parental Absence shall not be a one-year Period of Severance.  (v) “Permanent and Total Disability (and derivations thereof)” means a  Participant shall be deemed to be permanently and totally disabled only if while employed by the  Employer, he or she has been totally disabled by bodily injury or disease for a six (6) consecutive  month period so as to be prevented thereby from engaging in any substantial gainful activity and  such disability is expected to continue for the remainder of his or her life, as determined by the  Administrator.  (w) “Qualified Joint and Survivor Annuity” means, for a Participant who has a  Spouse, an immediate survivorship life annuity, where the survivorship percentage is fifty  percent (50%) and the Contingent Annuitant is the Participant’s Spouse.  A former Spouse will  be treated as the Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  If a Participant does not have a Spouse, the Normal Form  means the Qualified Joint and Survivor Annuity.  This Qualified Joint and Survivor Annuity shall be at least the Actuarial Equivalent of any form  of annuity benefit offered under the Plan.  (x) “Qualified Preretirement Survivor Annuity” means a straight life annuity  payable to the surviving Spouse of a Participant who dies before his Annuity Starting Date with a  vested benefit hereunder calculated as provided in Section 4.01.  A former Spouse will be treated  as the surviving Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  (y) “Retirement Date” means the date a retirement benefit will begin and is a  Participant’s Early, Special Early, Normal, or Late Retirement Date, as the case may be.  





 






  K-6  4841-1404-2944.2  (z) “Spouse” means either (i) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (ii) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the ninety  (90) day period preceding the Participant’s death.  For purposes hereof, “lawfully married”  means legally married (A) under the laws of the United States (or one of the United States) or  any other generally recognized jurisdiction and (B) for federal tax purposes.  (aa) “Vesting Service” – see Pension Credited Service.  (bb) “Years of Service” means a Computation Period in which the Employee  completes 1,000 Hours of Service.  





 






  K-7  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Eligibility.  Each Eligible Employee who was a “Participant” under  Appendix 40 of the Emerson Plan on January 29, 2015, shall become a Participant hereunder on  January 30, 2015.  Each other Eligible Employee shall become a Participant hereunder as of the first  April 1 or October 1 coinciding with or next following the later of the date he or she attains age  21 and the date 12 months from the date he or she commenced employment provided he or she  has completed 1,000 Hours of Service with the Employer during such 12-month period or, if the  Eligible Employee has not completed 1,000 Hours of Service during such 12-month period, then  he or she shall become a Participant on the January 1 first following the Computation Period in  which he or she completes 1,000 Hours of Service.  If a person is not an Eligible Employee when  he or she meets the foregoing requirements, he or she shall not become a Participant until he or  she becomes an Eligible Employee.  No individual who is employed or re-employed after January 30, 2015 shall  become a Participant hereunder.  Section 2.02. Inactive Participant.  (a) An active Participant shall become an inactive Participant (stop accruing  benefits) on the earliest of the following:  (i) The date he or she ceases to be an eligible Employee.  (ii) The effective date of complete termination of the Plan under  Section 6.02 of the Master Plan Document.  (iii) Their Severance from Employment date.  (b) An inactive participant or a former Participant shall not again become an  active participant (shall not resume active participation in the Plan).  Section 2.03. Cessation of Participation.  A Participant, whether active or inactive, shall cease to be a Participant on the  earlier of the following:  (a) The date of his death.  (b) The date he or she receives a single sum distribution in satisfaction of all  of his or her  benefits under the Plan.  An inactive participant shall also cease to be a Participant on the earliest date on  which he or she is not entitled to a deferred monthly income under Section 7.07 of the Master  Plan Document.  An individual who ceases to be a Participant hereunder shall not resume  participation at any later date.  





 






  K-8  4841-1404-2944.2  Section 2.04. Calculation of Pension Credited Service - Special Rules.  (a) Disregarded Service.  Notwithstanding anything herein, the Pension  Credited Service of an Employee shall not include any years of Pension Credited Service earned  prior to a Break in Service if the Employee had no vested right to an accrued benefit derived  from Employer contributions under the Plan at the time the Break in Service occurred, and the  number of consecutive Computation Periods in which he or she has a Break in Service equals or  exceeds the greater of (1) six or (2) the prior period of his or her Pension Credited Service plus  one year.  (b) Service with a Foreign Corporation.  A Participant who leaves the  employment of the Employer and its Affiliates to accept employment with a corporation which is  directly or indirectly owned fifty percent (50%) or more by the Company or an Affiliate but  which is organized outside of the United States, or to accept employment (at the written request  of the Employer) with any other corporation organized outside of the United States, shall, if he or  she thereafter returns to employment in the United States with the Employer or its Affiliates for  at least twelve (12) months, earn benefits as if he or she had continued in the employment of the  Employer and its Affiliates for the period of such foreign employment; provided, however, that  any benefits credited for such period shall be reduced (but not below zero) by the amount of any  foreign pension or severance payment earned during such period.   (c) Disability Accrual.  Except as may be provided otherwise in this Part, a  Participant who becomes disabled while employed by the Employer or its Affiliates and is  receiving disability benefits pursuant to the Social Security Laws shall for the purposes of this  Plan be considered as having continued in the employment of the Employer, so long as he or she  continues to receive such benefits, until the earliest of (i) the date he or she is no longer  permanently and totally disabled, (ii) the date he or she has attained his or her Normal  Retirement Date, (iii) his or her Annuity Starting Date, or (iv) the date he or she dies.  





 






  K-9  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Retirement Benefits.  (a) Normal Retirement Benefit. Subject to subsection (b), a Participant who  retires at his or her Normal Retirement Date may commence receiving his or her vested Normal  Retirement Benefit.  The monthly Normal Retirement Benefit shall be equal to one-twelfth  (1/12) of:  (i) 1.3% of his or her Average Compensation up to the Average  Social Security Wage Base plus 1.5% of his or her Average  Compensation in excess of the Average Social Security Wage  Base, multiplied by his or her years (and fractions thereof) of  Pension Credited Service not in excess of 30, plus  (ii) .25% of his or her Average Compensation multiplied by his or  her years (and fractions thereof) of Pension Credited Service in  excess of 30, minus  (iii) The monthly Normal Retirement Benefit amount payable to the  Participant under the Emerson Plan in the Normal Form (e.g., the  Emerson Plan accrued benefit).  (b) A Participant’s Normal Retirement Benefit shall not be less than the  largest Early Retirement Benefit which he or she could have received if he or she had retired on  an Early Retirement Date, computed on the basis of the Average Social Security Wage Base at  his or her Normal Retirement Date.  (c) For purposes of this Section and for purposes of calculating any benefits  payable under the Plan (such as disability or death benefits), the retirement benefit (calculated  without regard to this subsection) payable under the Plan to a Participant, Spouse or Beneficiary  shall, on each January 1 which is at least six months after the commencement of such benefit, be  increased (but not decreased) by an amount equal to such benefit at commencement multiplied  by the lesser of:  (i) 2% multiplied by the number of December 31st(s) which have  occurred after the date a Participant’s benefits under the Plan  commence (or the date death benefits (if any) commence if  benefits had not commenced to the Participant prior to his or her  death) or  (ii) The percentage of increase, if any, in the Consumer Price Index  for the period beginning on (a) the date the Participant’s pension  benefits under the Plan commence (or the date of his or her death  if said benefits had not commenced prior to his or her death) and  ending on (b) the October 31 immediately preceding January 1 of  each calendar year, determined by subtracting the Consumer  Price Index in effect on the date in (a) above from the Consumer  





 






  K-10  4841-1404-2944.2  Price Index in effect on the date in (b) above, and dividing the  result by the Consumer Price Index in effect on the date in (a)  above.  Consumer Price Index means the Consumer Price Index  for All Urban Consumers (United States City Average) published  by the Bureau of Labor Statistics, United States Department of  Labor.  (1967 100).  Notwithstanding the preceding, this subsection shall not apply to disability  benefits payable to a Participant who became disabled prior to attaining age 55.  Notwithstanding  the preceding, no cost of living adjustments will be made after the termination of the Plan.  (d) Early Retirement. A Participant who retires on an Early Retirement Date  shall receive a monthly early retirement benefit equal to his or her monthly Normal Retirement  Benefit multiplied by the applicable percentage from the following schedule:  Age at  Commencement of Benefit  Applicable  Percentage     65 100%  64 97%  63 94%  62 91%  61 84%  60 77%  59 70%  58 63%  57 56%  56 53%  55 50%     If a Participant’s benefit does not commence on the first day of the month  coinciding with or next following his or her birthday, the above percentages should be  arithmetically interpolated based upon full months.  (e) Postponed Retirement Benefit. The postponed retirement benefit shall be  the benefit a Participant would have received at Normal Retirement Date but based upon his or  her Benefit Factors up to his or her actual retirement.  If an Employee continues working for an  Employer or any Affiliate after his Normal Retirement Date, then the Employer shall notify the  Employee during the first calendar month of the payroll period in which the Participant attains  Normal Retirement Age that his benefits will not commence until the earlier of his actual  retirement or, if applicable, his Required Beginning Date.  Such notification shall contain a  description of the specific reasons why benefit payments are being suspended, a general  description of the Plan provisions relating to the suspension of payments, a copy of such Plan  provisions, information regarding the Plan’s procedure for affording a review of the suspension  of benefits, and a statement to the effect that applicable Department of Labor regulations may be  found in section 2530.203-3 of Title 29 of the Code of Federal Regulations.  





 






  K-11  4841-1404-2944.2  Section 3.02. Disregard of Accrued Benefit.  If a Participant receives a single  sum payment equal to the Actuarial Equivalent present value of his or her entire vested Accrued  Benefit, then his or her entire Accrued Benefit as of the date of the distribution shall be  disregarded.  If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit  was zero and he or she was deemed to have received a distribution of such present value of his  entire vested Accrued Benefit, and he or she again becomes an Eligible Employee before the end  of the first period of five (5) consecutive one-year Periods of Severance that begin after the date  of the deemed distribution, upon the date he or she again performs an Hour of Service as an  Eligible Employee, the Employer-derived Accrued Benefit (including all optional forms of  benefits and subsidies relating to such benefits) shall be restored to the amount of such Accrued  Benefit on the date of the deemed distribution.    





 






  K-12  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS  Section 4.01. Death Benefits.  (a) If a vested Participant dies before his or her Annuity Starting Date, the  only death benefits payable shall be the Qualified Preretirement Survivor Annuity.  (b) If a Qualified Preretirement Survivor Annuity becomes payable pursuant  to subsection (a), the Participant’s surviving Spouse shall be paid, commencing on the first day  of the month following the later of the Participant’s death or the date the Participant would have  attained his or her Early Retirement Age, a survivor annuity for the life of the surviving Spouse;  provided, however, that distribution to the surviving Spouse shall not be made prior to the date  the Participant would have attained his or her Normal Retirement Age without the consent of the  surviving Spouse. Benefits must start by the date the Participant would have been age 701⁄2. If the  Spouse dies before the Qualified Preretirement Survivor Annuity starts, no death benefits are  payable hereunder.  (c) If the Participant is employed by the Employer at the time of his or her  death, then the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, reduced by the early retirement reduction factors if the death benefit begins before the  Participant’s Normal Retirement Date.  If the Participant is not employed at the time of his or her  death, the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, with the following adjustments:  (i) The benefit shall be reduced by the actuarial factors used to  convert the benefit under Section 3.02 to a Qualified Joint and  Survivor Annuity; and  (ii) The early retirement reduction factors shall be applied if the  death benefit begins before the Participant’s Normal Retirement  Date.  (d) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent (50%) benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    Section 4.02. Disability Benefits.  A Participant who:  (a) has 10 years of  Pension Credited Service; and (b) has met the requirements for Permanent and Total Disability,  shall receive a monthly Disability Benefit of:  





 






  K-13  4841-1404-2944.2  (i) the benefit to which he or she would be entitled at his or her  Normal Retirement Date as calculated under Section 3.01(a)  above (after subtracting the amount described in Section 3.01(e)  above) but based on his or her Benefit Factors up to such  disability; plus  (ii) if the Participant is not eligible for disability benefits under the  Social Security Act, $2.80 multiplied by his or her years (and  fractions thereof) of Pension Credited Service;  (iii) reduced by the amounts payable due to any sickness, injury or  disability benefits under any Employer sponsored plan, except  for any benefits provided by any long-term disability income  plan under which the benefits are reduced by the benefits payable  under this Plan;  beginning with the date he or she is eligible to receive disability benefits under the Social  Security Act.  Such Disability Benefit shall continue until the Participant ceases to be  Permanently and Totally Disabled, dies, or commences receiving a Normal Retirement  Benefit or Postponed Retirement Benefit, whichever is earliest.  If the disabled  Participant is not entitled to receive disability benefits for any period after his or her  Normal Retirement Date pursuant to a long-term disability plan maintained by the  Employer, he or she will be deemed to be retired on his or her Normal Retirement Date  and shall be eligible begin to receive a Normal Retirement Benefit, in accordance with  the Plan’s procedures (including the requirement that an application for benefits be  made).  If the disabled Participant is entitled to receive disability benefits for any period  after his or her Normal Retirement Date pursuant to a long-term disability plan  maintained by the Employer, he or she shall continue to receive a disability hereunder,  and when his or her benefit pursuant to such long-term disability plan ceases, his or her  disability benefit hereunder shall cease and he or she shall be deemed to be retired at his  or her Postponed Retirement Date and shall be eligible to receive a Postponed Retirement  Benefit, in accordance with the Plan’s procedures (including the requirement that an  application for benefits be made).  Section 4.03. Vested Benefits.  (a) A Participant whose employment is terminated after he or she has earned  at least five (5) years of Vesting Service shall be entitled to a benefit as described in this section.  (b) A person whose employment is terminated other than by death before he  or she has earned five (5) years of Vesting Service or reached Normal Retirement Age shall  receive no benefit under this Plan.  (c) Notwithstanding anything to the contrary herein, a Participant who dies  while employed with the Employer or who remains in employment with the Employer until the  date he or she satisfies the requirements for Normal Retirement Age shall have a one hundred  percent (100%) nonforfeitable right to his or her Accrued Benefit.  





 






  K-14  4841-1404-2944.2  (d) A Participant who becomes an inactive Participant before retirement or  death (and, if applicable, before the date a disability payment begins under Section 4.02) will be  entitled to one of the following, whichever is applicable:  (i) Payment of his Accrued Benefit to begin on his or her Normal  Retirement Date.  (ii) If the Participant has satisfied the Early Retirement Age and  Service Requirements, a deferred monthly retirement benefit  under the Normal Form to begin on his or her Early Retirement  Date.  The deferred retirement benefit shall be equal to the  amount under (i) above multiplied by the applicable early  retirement factor set forth in Section 3.01(b).  (iii) A deferred monthly retirement benefit under the Normal Form to  begin on his Late Retirement Date.  The deferred retirement  benefit shall be determined as follows:  (A) For a Participant who became an inactive Participant on or  before his or her Normal Retirement Date, an amount equal  to the amount under (i) above multiplied by the late  retirement factor in Article III that corresponds to the  number of years his Late Retirement Date follows his  Normal Retirement Date.  (B)  For a Participant who became an inactive Participant after  his or her Normal Retirement Date, an amount equal to the  greater of (1) or (2) below:  (1) The Participant’s Accrued Benefit on the day before  the date he or she became an inactive Participant.  (2)  His or her Accrued Benefit on his or her Normal  Retirement Date actuarially adjusted to reflect the  delay in commencement of benefits after his  Normal Retirement Date.  Provided, however, for an inactive Participant whose Late  Retirement Date occurs after the April 1 following the calendar  year in which he or she attains age 701⁄2, such Participant’s  deferred monthly retirement benefit determined in (1) or (2) above,  whichever applies, shall be actuarially adjusted to reflect the delay  in commencement of benefits after such April 1 date.  Any distribution of vested benefits shall be a retirement benefit and shall be  subject to the distribution of benefits provisions of Article V and the provisions of Section 3.06  of the Master Plan Document.  The Participant’s Accrued Benefit shall be calculated on the day  before he or she became an inactive Participant.  The amount of payment under any form (other  





 






  K-15  4841-1404-2944.2  than the Normal Form) shall be determined as provided under Section 3.02 of the Master Plan  Document.  If the Participant dies before his or her Annuity Starting Date, death benefits shall  be distributed according to the provisions of Section 4.01.  





 






  K-16  4841-1404-2944.2  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS  Section 5.01. When Benefits Start.  (a) A Participant with a vested benefit who terminates employment on or after  meeting the Early Retirement Age and Service Requirements may commence receipt of his or  her benefits on an Early Retirement Date, or on any later date as he or she may elect.  (b) A Participant who terminates employment prior to his or her Early  Retirement Date but who has met the service requirements under the Early Retirement Age and  Service Requirements may elect to begin receiving an early retirement benefit on the first day of  any month coincident with or following his or her Early Retirement Age, or on any later date as  he or she may elect, or may elect to receive a Normal Retirement Benefit commencing on his or  her Normal Retirement Date.  Section 5.02. Mandatory Participant Contributions.  Prior to October 1, 1989,  “Contributing Participants” may have contributed to the Emerson Plan.  Any withdrawal rights  with respect to such contributions shall be provided under the Emerson Plan, not this Plan.  Section 5.03. Automatic Forms of Distribution.  Unless an optional form of  benefit is selected pursuant to a qualified election within the election period (as provided in  Sections 3.02 and 3.03 of the Master Plan Document), the automatic form of benefit payable to  or on behalf of a Participant is determined as follows:  (a) Retirement Benefits.  The automatic form of retirement benefit for a  Participant who does not die before his Annuity Starting Date shall be:  (i) The Qualified Joint and Survivor Annuity for a Participant who  has a Spouse on his or her Annuity Starting Date.  (ii) The Normal Form for a Participant who does not have a Spouse  on his or her Annuity Starting Date.  (b) Death Benefits.  The automatic form of death benefit for a Participant who  dies before his Annuity Starting Date is determined according to the provisions of Section 5.01.  





 






  L-1  4841-1404-2944.2  PART L: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 78 – BEARINGS DIVISION EMPLOYEES  Overview:  • Plan frozen to new hires effective January 30, 2015.  The purpose of this Part L is to provide benefits for Eligible Employees equal to the sum of their  benefit accrued with their prior employer(s) as calculated under the Emerson Electric Co.  Retirement Plan (including Appendix 78 thereto) (the “Emerson Plan”) and their benefit  provided with the Employer for periods on and after January 30, 2015, but then offset by the  benefit accrued under the Emerson Plan.  The following designations and provision shall apply  only to persons who are Eligible Employees under this Part.  





 






  L-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Actuarial Equivalent” means, notwithstanding anything in the Plan to the  contrary, a benefit of equivalent value calculated using the table in Exhibit L-1 of this Part L.  (b) “Average Compensation” means the monthly average of the  Compensation paid to a Participant during the highest sixty (60) consecutive months out of the  ten (10) year period immediately preceding the month in which occurs the earliest of (i) the date  the Participant’s employment with McGill Manufacturing Company, Inc. terminates, (ii) the date  the Participant is transferred to employment as an hourly-rated employee, or (iii) the date the  Participant’s disability commenced if the Participant continues to accrue years of Pension  Credited Service in accordance this Part after having become disabled.  If a Participant who is  transferred to hourly employment is thereafter transferred back to employment as an Eligible  Employee, then in determining the Participant’s Average Compensation for purposes of the Plan,  the Participant’s two periods of salaried employment will be considered as a single period of  employment.  (c) “Average Social Security Wage Base” means one-twelfth of the average  of the Social Security Wage Bases during the thirty-five (35) calendar years ending with the year  a Participant reaches his or her Social Security retirement age.  The Average Social Security  Wage Base is redetermined on October 1 each year.  (d) “Benefit Factors” means the numerical factors used in determining the  amount of a Participant’s Accrued Benefit, as they exist at a particular point in time.  (e) “Break in Service” means the completion of five-hundred (500) or fewer  Hours of Service by an Employee or former Employee during a computation period or any  twelve (12) consecutive month Period of Severance, as applicable.  (f) “Compensation” means, for periods prior to January 30, 2015, the  Compensation credited under the Emerson Plan, as reported by the Administrator of the Emerson  Plan.  For periods on and after January 30, 2015 “Compensation” means all cash pay received  during a year (or shorter period) from the Employer.  In determining Compensation for any  period, the following items shall be excluded:  any reimbursed item, compensation in any form  provided under an equity plan or award, any payment deferred for more than one year, and any  severance pay.  Such Compensation amounts shall include amounts contributed through a salary  reduction arrangement to a qualified plan which meets the requirements of Code Section 401(k)  or to a cafeteria plan which meets the requirements of Code Section 125, but shall not otherwise  include Employer contributions to or benefits under this Plan or any other qualified plan.   Compensation taken into account under the Plan for any Plan Year or calendar year shall not  





 






  L-3  4841-1404-2944.2  exceed $265,000 (adjusted for changes in the cost of living as provided in Section 415(d) of the  Code).  (g) “Contingent Annuitant” means an individual named by the Participant to  receive a benefit after the Participant’s death in accordance with a survivorship annuity.  (h)  “Early Retirement Age and Service Requirements” means age fifty-five  (55) with ten (10) years of Pension Credited Service.  (i) “Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date that the Participant selects as his or her Annuity Starting  Date.  This day shall be on or after the date he or she has a Severance from Employment and  satisfies the Early Retirement Age and Service Requirements.  (j) “Eligible Employee” means a person classified by the Employer as an  employee of the Bearings Division of McGill Manufacturing Company, Inc. who is employed in  such classification on January 30, 2015, provided:  (i) Such a person is a salaried Employee who receives payment of  his or her basic compensation for services rendered to Bearings  Division/ McGill in fixed amounts at stated intervals, without  regard to the number of hours worked, even though he or she  may receive additional compensation in the form of bonuses,  overtime pay or commissions for goods sold; or  (ii) Such person is a salaried Employee of a foreign affiliate of  Bearings Division/McGill who is a citizen or resident of the  United States, provided that the Bearings Division/McGill has  entered into an agreement under Code Section 3121(1) which  applies to such Employee and such foreign affiliate employing  such Employee.  A person who by written contract has waived coverage under the Plan shall not be  considered an Eligible Employee.  (k) “Employment Commencement Date” means the date an Employee first  performs an Hour of Service.  (l) “Late Retirement Date” means the first day of any month that is after a  Participant’s Normal Retirement Date and on which retirement benefits begin.  If a Participant  continues to work for the Employer after his or her Normal Retirement Date, his or her Late  Retirement Date shall be the first day of the month on or after the date he or she has a Severance  from Employment.  (m) “Normal Form” means a single life annuity.  (n) “Normal Retirement Age” means age sixty-five (65).  





 






  L-4  4841-1404-2944.2  (o) “Normal Retirement Benefit” means the Participant’s Accrued Benefit.  (p) “Normal Retirement Date” means the first day of the month coinciding  with or next following the later of the date a Participant attains Normal Retirement Age and the  fifth anniversary of the date the Participant commenced participation of the Plan.  (q) “Parental Absence” means an Employee’s absence from work:  (i) by reason of the pregnancy of the Employee,  (ii) by reason of the birth of a child of the Employee,  (iii) by reason of the placement of a child with the Employee in  connection with adoption of such child by such Employee, or  (iv) for purposes of caring for such child for a period beginning  immediately following such birth or placement.  (r) “Pension Credited Service” means a service period determined using the  Elapsed Time Method.  For periods prior to January 30, 2015, Pension Credited Service is the  service as credited under the Emerson Plan, as reported by the Administrator of the Emerson  Plan.  For periods on or after January 30, 2015, an Eligible Employee shall accrue Pension  Credited Service equaling his or her Period of Service, subject to the rules in Section 2.04.  For  benefit accrual purposes, Pension Credited Service accrued while not an Eligible Employee shall  be disregarded.  (i) When determining Pension Credited Service for purposes other  than vesting, the following special rules shall apply:  (A) Only the first year of any Employer-approved leave of  absence described in Section 2.04 of this Part shall be  included as Pension Credited Service;  (B) The first twelve (12) months of any period of layoff not  treated as a termination of employment by McGill  Manufacturing Company, Inc. shall be counted;  (C) No portion of a Participant’s Periods of Severance shall be  counted.  (D) If an individual is transferred from employment as an  hourly employee of McGill Manufacturing Company, Inc.  to employment as an Eligible Employee, the individual’s  Pension Credited Service as an hourly employee of McGill  Manufacturing Company, Inc. shall be counted for  purposes of computing his or her benefits under this Part;  provided, however, that the benefit to which such  individual is entitled under this Part shall be reduced by the  





 






  L-5  4841-1404-2944.2  actuarial equivalent of the benefits to which the individual  is entitled under Part L (or any other Part that provides  benefit accruals for such hourly service) or any qualified  defined benefit plan which affords a benefit for such hourly  service.  (ii) When determining Pension Credited Service for vesting  purposes, the following special rules shall apply:  (A) A full year of Pension Credited Service shall be granted for  the twelve (12) month period commencing on the  Participant’s employment anniversary date next preceding  his or her termination of employment date if the Participant  completes 1,000 Hours of Service during the portion of  such period before his or her termination of employment  date; otherwise, the Participant shall be granted a fractional  year of Pension Credited Service for the period between  such employment anniversary date and his or her  termination of employment date calculated in completed  months, and any portion of a month in excess of a whole  number of months during that period shall be counted as a  completed month.  However, if such a Participant is rehired  before twelve (12) months have elapsed since his or her  termination of employment date and thereby receives  Pension Credited Service for vesting purposes for his or her  Severance Period between his or her date of termination of  employment and his or her date of rehire, the preceding  sentence shall not apply.  (B) Pension Credited Service completed prior to the date the  Participant attains age 18 shall be disregarded.  A Participant who becomes permanently and totally disabled while employed by  the Employer after completing ten (10) years of Pension Credited Service and is  receiving disability benefits pursuant to the Social Security Laws shall be treated  as continuing employment of the Employer; provided, however, that if prior to  such Participant’s Annuity Starting Date, the Administrator determines that the  Participant is no longer disabled or the Participant refuses to submit to medical  examinations at any reasonable time (but not more frequently than semi-annually)  to verify the continuation of his or her disability, or such Participant declines to  resume active employment with the Employer within ninety (90) days after said  determination by the Administrator, then the Participant’s employment with the  Employer shall be deemed to have terminated on the first anniversary of the date  the Participant became disabled (or on the date of said determination by the  Administrator, if earlier) for purposes of determining his or her entitlement to  benefits under any other provisions of the Plan.  





 






  L-6  4841-1404-2944.2  (s) “Period of Service” means a period of time beginning on an Employee’s  Employment Commencement Date or Reemployment Commencement Date (whichever applies)  and ending on his most recent Severance Date.  For purposes of calculating an Employee’s  Period of Service, the following rules shall apply:  (i) A Period of Service shall be expressed as years and fractional  parts of a year (to two decimal places) on the basis that 365 days  equal one year.  (ii) A Period of Severance shall be deemed to be a Period of Service  under either of the following conditions:  (A) the Period of  Severance immediately follows a period during which an  Employee is not absent from work and ends within twelve (12)  months; or (B) the Period of Severance immediately follows a  period during which an Employee is absent from work for any  reason other than quitting, being discharged, or retiring (such as  a leave of absence or layoff) and ends within twelve (12) months  of the date he or she was first absent.  (iii) A Period of Service shall be reduced by (A) all or any part of a  Period of Service that is not counted pursuant to the rules set  forth in this Plan and/or (B) any Period of Severance that  occurred prior to his most recent Severance Date, unless such  Period of Severance is included under the service spanning rules  described in (ii) above.  (t) “Period of Severance” means a period of time beginning on an  Employee’s Severance Date and ending on the date he or she again performs an Hour of Service.   A one-year Period of Severance means a Period of Severance of twelve (12) consecutive months.   Solely for purposes of determining whether a one-year Period of Severance has occurred for  eligibility or vesting purposes, the consecutive twelve (12) month period beginning on the first  anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance.  (u) “Qualified Preretirement Survivor Annuity” means a straight life annuity  payable to the surviving Spouse of a Participant who dies before his Annuity Starting Date with a  vested benefit hereunder calculated as provided in Section 4.01.  A former Spouse will be treated  as the surviving Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  (v) “Reemployment Commencement Date” means the date an Employee first  performs an Hour of Service following a Period of Severance.  (w) “Retirement Date” means the date a retirement benefit will begin and is a  Participant’s Early, Special Early, Normal, or Late Retirement Date, as the case may be.  (x) “Severance Date” means the earlier of:  





 






  L-7  4841-1404-2944.2  (i) the date on which an Employee quits, retires, dies, or is  discharged, or  (ii) the first anniversary of the first date an Employee remains absent  from service (with or without pay).  This absence may be the  result of any combination of reasons, including vacation, holiday,  sickness, disability, leave of absence, or layoff, but excluding  quit, retirement, discharge or death.  Solely to determine whether a one-year Period of Severance has  occurred for eligibility or vesting purposes for an Employee who  is absent from service beyond the first anniversary of the first  day of a Parental Absence, the Severance Date is the second  anniversary of the first day of the Parental Absence.  The period  between the first and second anniversaries of the first day of the  Parental Absence is not a Period of Service and is not a Period of  Severance.  (y) “Severance from Employment” means the date an Employee has ceased to  be an Employee.  (z) “Spouse” means either (1) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (2) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the ninety  (90) day period preceding the Participant’s death.  For purposes hereof, “lawfully married”  means legally married (A) under the laws of the United States (or one of the United States) or  any other generally recognized jurisdiction and (B) for federal tax purposes.  (aa) “Vesting Service” -- see Pension Credited Service.  





 






  L-8  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Eligibility.  Each Eligible Employee who was a Participant under  Appendix 78 of the Emerson Plan on January 29, 2015, shall become a Participant hereunder on  January 30, 2015.  Each other Eligible Employee shall become a Participant hereunder as of the first  day of the month coinciding with or next following the later of the date he or she attains age 21  and the date on which he or she completes a one (1) year Period of Service.  If a person is not an  Eligible Employee when he or she meets the foregoing requirements, he or she shall not become  a Participant until he or she becomes an Eligible Employee.  No individual who is employed or re-employed after January 30, 2015 shall  become a Participant hereunder.  Section 2.02. Inactive Participant.  (a) An active Participant shall become an inactive Participant (stop accruing  benefits) on the earliest of the following:  (i) The date he or she ceases to be an eligible Employee.  (ii) The effective date of complete termination of the Plan under  Section 6.02 of the Master Plan Document.  (iii) Their Severance from Employment date.  (b) An inactive Participant or a former Participant shall not again become an  active Participant (shall not resume active participation in the Plan).  Section 2.03. Cessation of Participation.  A Participant, whether active or  inactive, shall cease to be a Participant on the earlier of the following:  (a) The date of his death.  (b) The date he or she receives a single sum distribution in satisfaction of all  of his or her benefits under the Plan.  An inactive Participant shall also cease to be a Participant on the earliest date on  which he or she is not entitled to a deferred monthly income under Section 7.07 of the Master  Plan Document.  An individual who ceases to be a Participant hereunder shall not resume  participation at any later date.  Section 2.04. Calculation of Pension Credited Service.  (a) Disregarded Service.  If a person’s employment with the Employer and its  Affiliates is terminated when he or she has no nonforfeitable right to a benefit derived from  Employer contributions under the Plan, then if the number of days in the Employee’s Period of  





 






  L-9  4841-1404-2944.2  Severance equals or exceeds the greater of six (6) years or one year plus his or her Period of  Service, whether or not consecutive, completed before such Period of Severance, then any Period  of Service accrued prior to such break in service shall be disregarded.  (b) Service with Foreign Corporation.  A Participant who leaves the  employment of the Employer and its Affiliates to accept employment with a corporation which is  directly or indirectly owned fifty percent (50%) or more by the Company or a Subsidiary but  which is organized outside of the United States, or to accept employment (at the written request  of the Employer) with any other corporation organized outside of the United States, shall, if he or  she thereafter returns to employment in the United States with the Employer or its Affiliates for  at least twelve (12) months, earn benefits as if he or she had continued in the employment of the  Employer and its Affiliates for the period of such foreign employment; provided, however, that  any benefits credited for such period shall be reduced (but not below zero) by the amount of any  foreign pension or severance payment earned during such period.  (c) Disability Accrual.  Except as may be provided otherwise in this Part, a  Participant who becomes disabled while employed by the Employer or its Affiliates and is  receiving disability benefits pursuant to the Social Security Laws shall for the purposes of this  Plan be considered as having continued in the employment of the Employer, so long as he or she  continues to receive such benefits, until the earliest of (i) the date he or she is no longer  permanently and totally disabled, (ii) the date he or she has attained his or her Normal  Retirement Date, (iii) his or her Annuity Starting Date, or (iv) the date he or she dies.  (d) Leaves of Absence. A Participant under this Part on an Employer- approved leave of absence not described in Section 2.04 of the Master Plan Document shall be  considered as having continued in the employment of the Employer for the period such leave of  absence up to a maximum of two (2) years, provided such person (i) applies for and accepts (if  offered) reemployment with the Employer or its Affiliates, and (ii) completes at least one (1)  Year of Service with the Employer or its Affiliates after the completion of such leave of absence.  Such approved leaves of absence shall be given on a uniform non-discriminatory basis.  





 






  L-10  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Retirement Benefits.  (a) Normal Retirement Benefit. A Participant who retires at his or her Normal  Retirement Date may commence receiving his or her vested Normal Retirement Benefit.  The  monthly Normal Retirement Benefit shall be equal to the sum of (i) plus (ii) plus (iii), minus the  amount described in (iv) below:  (i) 1.0% of Average Compensation up to one-twelfth of the Average  Social Security Wage Base multiplied by Pension Credited  Service not to exceed 35 years; plus  (ii) 1.4% of Average Compensation in excess of one-twelfth of the  Average Social Security Wage Base multiplied by Pension  Credited Service not to exceed 35 years; plus  (iii) 1.0% of Average Compensation multiplied by Pension Credited  Service in excess 35 years; minus  (iv) The monthly Normal Retirement Benefit amount payable to the  Participant under the Emerson Plan, in the Normal Form (e.g.,  the Emerson Plan accrued benefit).  Notwithstanding the preceding, a Participant’s Normal Retirement Benefit (before offset by the  amount described in (iv) above) shall not be less than the Participant’s Normal Retirement  Benefit as of December 31, 1994, as reported by the Administrator of the Emerson Plan.  This  amount, after reduction by the amount described in (iv) above, shall be referred to in subsection  (b) as the Participant’s Grandfathered Normal Retirement Benefit.  (b) Early Retirement Reduction Factor(s).  A Participant who retires at his or  her Early Retirement Date shall receive a monthly Early Retirement Benefit equal to his or her  monthly Normal Retirement Benefit, reduced for each month by which the Annuity Starting Date  of the Participant precedes his or her Normal Retirement Date at the rate of 1/4% for each such  month between the first day of the month on or after the 55th and 60th birthdays of the  Participant, and at the rate of 1/6% for each such month between the first day of the month on or  after 60th birthday of the Participant and his or her Normal Retirement Date.  Notwithstanding  the foregoing, if a Participant has completed 30 or more years of Pension Credited Service and  attained age 60 on his or her Early Retirement Date, his or her Early Retirement Benefit shall not  be less than the Participant’s Grandfathered Normal Retirement Benefit reduced by 1/3% for  those months by which the Annuity Starting Date of the Participant precedes his or her  attainment of age 60.  If a Participant has completed 10 or more years of Pension Credited  Service but not 30 years of Pension Credited Service, his or her Early Retirement Benefit shall  not be less than the Participant’s Grandfathered Normal Retirement Benefit reduced for those  months by which the Annuity Starting Date of the Participant precedes his or her Normal  Retirement Date at the rate 1/3% for each such month between the first day of the month on or  after the 55th and 60th birthdays of the Participant, and at the rate of 1/2% for those months  





 






  L-11  4841-1404-2944.2  between the first day of the month on or after the 60th birthday of the Participant and his or her  Retirement Date.  (c) Late Retirement Benefit.  A Participant who retires at his or her Late  Retirement Date shall receive a monthly Late Retirement Benefit equal to the benefit he or she  would have received at his or her Normal Retirement Date but based upon his or her Benefit  Factors up to his or her actual retirement.  If an Employee continues working for an Employer or  any Affiliate after his or her Normal Retirement Date, then the Employer shall notify the  Employee during the first calendar month of the payroll period in which the Participant attains  Normal Retirement Age that his benefits will not commence until the earlier of his or her actual  retirement or, if applicable, his or her Required Beginning Date.  Such notification shall contain  a description of the specific reasons why benefit payments are being suspended, a general  description of the Plan provisions relating to the suspension of payments, a copy of such Plan  provisions, information regarding the Plan’s procedure for affording a review of the suspension  of benefits, and a statement to the effect that applicable Department of Labor regulations may be  found in section 2530.203-3 of Title 29 of the Code of Federal Regulations.  Section 3.02. Disregard of Accrued Benefit.  If a Participant receives a single  sum payment equal to the Actuarial Equivalent present value of his or her entire vested Accrued  Benefit, then his or her entire Accrued Benefit as of the date of the distribution shall be  disregarded.  If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit  was zero and he or she was deemed to have received a distribution of such present value of his  entire vested Accrued Benefit, and he or she again becomes an Eligible Employee before the end  of the first period of five (5) consecutive one-year Periods of Severance that begin after the date  of the deemed distribution, upon the date he or she again performs an Hour of Service as an  Eligible Employee, the Employer-derived Accrued Benefit (including all optional forms of  benefits and subsidies relating to such benefits) shall be restored to the amount of such Accrued  Benefit on the date of the deemed distribution.    





 






  L-12  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS  Section 4.01. Death Benefits.  (a) If a vested Participant dies before his or her Annuity Starting Date, the  only death benefits payable shall be the Qualified Preretirement Survivor Annuity.  (b) If a Qualified Preretirement Survivor Annuity becomes payable pursuant  to subsection (a), the Participant’s surviving Spouse shall be paid, commencing on the first day  of the month following the later of the Participant’s death or the date the Participant would have  attained his or her Early Retirement Age, a survivor annuity for the life of the surviving Spouse;  provided, however, that distribution to the surviving Spouse shall not be made prior to the date  the Participant would have attained his or her Normal Retirement Age without the consent of the  surviving Spouse. Benefits must start by the date the Participant would have been age 701⁄2. If the  Spouse dies before the Qualified Preretirement Survivor Annuity starts, no death benefits are  payable hereunder.  (c) If the Participant is employed by the Employer at the time of his or her  death, then the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, reduced by the early retirement reduction factors if the death benefit begins before the  Participant’s Normal Retirement Date.  If the Participant is not employed at the time of his or her  death, the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, with the following adjustments:  (i) The benefit shall be reduced by the actuarial factors used to  convert the benefit under Section 3.02 to a Qualified Joint and  Survivor Annuity; and  (ii) The early retirement reduction factors shall be applied if the  death benefit begins before the Participant’s Normal Retirement  Date.  (d) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent (50%) benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    





 






  L-13  4841-1404-2944.2  Section 4.02. Vested Benefits.A Participant whose employment is terminated  after he or she has earned at least five (5) years of Vesting Service shall be entitled to a benefit as  described in this section.  (b) A person whose employment is terminated other than by death before he  or she has earned five (5) years of Vesting Service or reached Normal Retirement Age shall  receive no benefit under this Plan.  (c) Notwithstanding anything to the contrary herein, a Participant who dies  while employed with the Employer or who remains in employment with the Employer until the  date he or she satisfies the requirements for Normal Retirement Age shall have a one-hundred  percent (100%) nonforfeitable right to his or her Accrued Benefit.  (d) A Participant who becomes an inactive Participant before retirement or  death (and, if applicable, before the date a disability payment begins under Section 4.02) will be  entitled to one of the following, whichever is applicable:  (i) Payment of his Accrued Benefit to begin on his or her Normal  Retirement Date.  (ii) If the Participant has satisfied the Early Retirement Age and  Service Requirements, a deferred monthly retirement benefit  under the Normal Form to begin on his or her Early Retirement  Date.  The deferred retirement benefit shall be equal to the  amount under (i) above multiplied by the applicable early  retirement factor set forth in Section 3.01(b).  (iii) A deferred monthly retirement benefit under the Normal Form to  begin on his or her Late Retirement Date.  The deferred  retirement benefit shall be determined as follows:  (A) For a Participant who became an inactive Participant on or  before his or her Normal Retirement Date, an amount equal  to the amount under (i) above multiplied by the late  retirement factor in Article III that corresponds to the  number of years his or her Late Retirement Date follows  his Normal Retirement Date.  (B)  For a Participant who became an inactive Participant after  his or her Normal Retirement Date, an amount equal to the  greater of (1) or (2) below:  (1) The Participant’s Accrued Benefit on the day before  the date he or she became an inactive Participant.  (2) His or her Accrued Benefit on his or her Normal  Retirement Date actuarially adjusted to reflect the  





 






  L-14  4841-1404-2944.2  delay in commencement of benefits after his or her  Normal Retirement Date.  Provided, however, for an inactive Participant whose Late  Retirement Date occurs after the April 1 following the calendar  year in which he or she attains age 701⁄2, such Participant’s  deferred monthly retirement benefit determined in (1) or (2) above,  whichever applies, shall be actuarially adjusted to reflect the delay  in commencement of benefits after such April 1 date.  Any distribution of vested benefits shall be a retirement benefit and shall be  subject to the distribution of benefits provisions of Article V and the provisions of Section 3.06  of the Master Plan Document.  The Participant’s Accrued Benefit shall be calculated on the day  before he or she became an inactive Participant.  The amount of payment under any form (other  than the Normal Form) shall be determined as provided under Section 3.02 of the Master Plan  Document.  If the Participant dies before his or her Annuity Starting Date, death benefits shall  be distributed according to the provisions of Section 4.01.  





 






  L-15  4841-1404-2944.2  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS  Section 5.01. When Benefits Start.  (a) A Participant with a vested benefit who terminates employment on or after  meeting the Early Retirement Age and Service Requirements may commence receipt of his or  her benefits on an Early Retirement Date, or on any later date as he or she may elect.  (b) A Participant who terminates employment prior to his or her Early  Retirement Date but who has met the service requirements under the Early Retirement Age and  Service Requirements may elect to begin receiving an early retirement benefit on the first day of  any month coincident with or following his or her Early Retirement Age, or may elect to receive  a Normal Retirement Benefit commencing on his or her Normal Retirement Date.  Section 5.02. Mandatory Participant Contributions.  Prior to October 1, 1989,  “Contributing Participants” may have contributed to the Emerson Plan.  Any withdrawal rights  with respect to such contributions shall be provided under the Emerson Plan, not this Plan.  Section 5.03. Automatic Forms of Distribution.  Unless an optional form of  benefit is selected pursuant to a qualified election within the election period (see Sections 3.02  and 3.03 of the Master Plan Document), the automatic form of benefit payable to or on behalf of  a Participant is determined as follows:  (a) Retirement Benefits.  The automatic form of retirement benefit for a  Participant who does not die before his or her Annuity Starting Date shall be:  (i) The Qualified Joint and Survivor Annuity for a Participant who  has a Spouse on his or her Annuity Starting Date.  (ii) The Normal Form for a Participant who does not have a Spouse  on his or her Annuity Starting Date.  (b) Death Benefits.  The automatic form of death benefit for a Participant who  dies before his or her Annuity Starting Date is determined according to the provisions of Section  5.01.  Section 5.04. Suspension of Benefits Upon Reemployment.  In the event a Participant who is receiving benefits under the Plan returns to the  full-time employment of the Employer (as defined in the Employer’s employment practices)  prior to his or her Required Beginning Date, payment of his or her benefits will continue.  Upon  his or her subsequent termination of employment with the Employer, the Participant shall  continue to receive the benefit he or she was receiving during the period of reemployment;  provided that, if the Participant’s most recent termination of employment occurred prior to  January 1, 2018, then, to the extent the law so requires, in no event shall the Participant receive a  benefit that is less valuable, on an actuarial basis, than the benefits to which he or she would be  entitled under the Plan as in effect on the date of such subsequent termination, taking into  account his or her age at the time of such subsequent termination and his or her Benefit Factors  





 






  L-16  4841-1404-2944.2  earned during his or her period of reemployment (if any), reduced by the value of the benefits,  other than disability benefits, he or she received prior to his or her subsequent termination date.  





 






  L-17  4841-1404-2944.2  EXHIBIT L-1:  ACTUARIAL ASSUMPTIONS  I. Joint and Survivor Annuity Form of Payment  Age of Employee  Less Age of  Contingent Annuitant  Age-Related Retirement  Percent of Life Annuity Payable to Employee with  50%, 66-2/3%, 75% or 100% of Reduced Amount Payable to Contingent Annuitant         50% 66-2/3% 75% 100%  20* 78.20 76.10 68.10 On File with Hewitt  19 78.40 76.40 68.40   18 78.70 76.70 68.80   17 79.00 77.10 69.20   16 79.40 77.50 69.60   15 79.80 77.90 70.10   14 80.20 78.40 70.70   13 80.60 78.90 71.30   12 81.00 79.40 71.90   11 81.40 79.90 72.50   10 81.80 80.40 73.10   9 82.20 80.90 73.70   8 82.60 81.40 74.30   7 83.00 81.90 74.90   6 83.40 82.40 75.50   5 83.90 82.90 76.10   4 84.40 83.40 76.80   3 84.90 83.90 77.50   2 85.40 84.50 78.20   1 85.90 85.10 79.00   0 86.40 85.70 79.80   -1 86.90 86.20 80.60   -2 87.40 86.70 81.40   -3 87.90 87.20 82.20   -4 88.40 87.70 83.00   -5 88.90 88.20 83.70   -6 89.40 88.70 84.40   -7 89.90 89.20 85.10   -8 90.40 89.70 85.80   -9 90.90 90.20 86.50   -10 91.40 90.70 87.20   -11 91.90 91.20 87.90   -12 92.40 91.70 88.60   -13 92.90 92.20 89.30   -14 93.40 92.70 90.00   -15 93.90 93.20 90.70   -16 94.30 93.70 91.40   -17 94.70 94.20 92.10   -18 95.00 94.70 92.80   -19 95.30 95.20 93.40   -20 or more 95.60 95.70 93.90         * Reduce applicable Percent by an additional .20% for the Joint & 50% Contingent Annuity form, and by an  additional .30% for the other forms, for each year in excess of 20.  Example:  Under the Joint & 50% Contingent  Annuitant form, if employee is 23 years older than Contingent Annuitant, reduce the 78.20% by .60% to 77.60.  





 






  M-1  4841-1404-2944.2  PART M: REGAL POWER TRANSMISSIONS SOLUTIONS PENSION PLAN –  APPENDIX 79 – MCGILL MANUFACTURING NON-UNION HOURLY EMPLOYEES  (MONTICELLO, IN)  Overview:  • Plan frozen to new hires effective January 30, 2015.  The purpose of this Part M is to provide benefits for Eligible Employees equal to the sum of their  benefit with their prior employer(s) as calculated under the Emerson Electric Co. Retirement  Plan (including Appendix 79 thereto) (the “Emerson Plan”) and their benefit provided with the  Employer for periods on and after January 30, 2015, but then offset by the benefits that will be  provided under the Emerson Plan.  The following designations and provisions shall apply only to  persons who are Eligible Employees under this Part.  





 






  M-2  4841-1404-2944.2  ARTICLE I. DEFINITIONS AND FORMAT OF TERMS  Section 1.01. Format.  Capitalized words and phrases defined in Section 1.02  shall have that defined meaning when used in this Part, unless the context clearly indicates  otherwise.  Additional capitalized terms used herein are defined in Section 1.01 of the Master  Plan Document.  Similarly, cross references in this Part shall apply to the referenced section in  this Part, unless specifically referred to as a section of the Master Plan Document.  Section 1.02. Definitions.  (a) “Actuarial Equivalent” means, notwithstanding anything in the Plan to the  contrary, a benefit of equivalent value calculated using the table in Exhibit M-1 of this Part M.  (b) “Contingent Annuitant” means an individual named by the Participant to  receive a benefit after the Participant’s death in accordance with a survivorship annuity.  (c)  “Early Retirement Age and Service Requirements” means age fifty-five  (55) with ten (10) years of Pension Credited Service.  (d) “Early Retirement Date” means the first day of any month before a  Participant’s Normal Retirement Date that the Participant selects as his or her Annuity Starting  Date.  This day shall be on or after the date he or she has a Severance from Employment and  satisfies the Early Retirement Age and Service Requirements.  (e) “Eligible Employee” means an Employee who is classified by the  Employer as a non-union hourly employee of McGill Manufacturing Company, Inc., at its  Bearings Division, Monticello, Indiana Plant and is employed in such classification on January  30, 2015.  A person who by written contract has waived coverage under the Plan shall not be  considered an Eligible Employee.  (f) “Employment Commencement Date” means the date an Employee first  performs an Hour of Service.  (g) “Late Retirement Date” means the first day of any month that is after a  Participant’s Normal Retirement Date and on which retirement benefits begin.  If a Participant  continues to work for the Employer after his or her Normal Retirement Date, his or her Late  Retirement Date shall be the first day of the month on or after the date he or she has a Severance  from Employment.  (h) “Normal Form” means a single life annuity.  (i) “Normal Retirement Age” means age sixty-five (65).  (j) “Normal Retirement Benefit” means the Participant’s Accrued Benefit.  (k) “Normal Retirement Date” means the first day of the month coinciding  with or next following the later of the date a Participant attains Normal Retirement Age and the  fifth anniversary of the date the Participant commenced participation in the Plan.  





 






  M-3  4841-1404-2944.2  (l) “Parental Absence” means an Employee’s absence from work:  (i) by reason of the pregnancy of the Employee,  (ii) by reason of the birth of a child of the Employee,  (iii) by reason of the placement of a child with the Employee in  connection with adoption of such child by such Employee, or  (iv) for purposes of caring for such child for a period beginning  immediately following such birth or placement.  (m) “Pension Credited Service” means a service period determined using the  elapsed time method.  For periods prior to January 30, 2015, Pension Credited Service is the  service as credited under the Emerson Plan, as reported to the Administrator by the Emerson  Plan.  For periods on or after January 30, 2015, an Eligible Employee shall accrue Pension  Credited Service equaling his or her Periods of Service, subject to the rules in Section 2.04.  When determining Pension Credited Service for all purposes, all periods of any  Employer-approved leave of absence described in Section 2.04 shall be included as Pension  Credited Service for the location to which the leave relates; provided, however, that if a  Participant, in the case of an unpaid leave of absence, does not return to active employment  immediately following the expiration of his or her leave and has not terminated employment at  his or her Early, Normal or Late Retirement Date or died during the term of the leave of absence,  the Participant shall be considered to have terminated employment for purposes of the Plan as of  the earlier of (i) the first anniversary of the date the leave of absence of the Participant  commenced; or (ii) the last day of the term of the leave of absence of the Participant.  When determining Pension Credited Service for all purposes other than vesting,  no portion of a Participant’s Periods of Severance shall be counted.  When determining Pension Credited Service for benefit accrual purposes, services  while other than an Eligible Employee shall not be counted.  When determining Pension Credited Service for vesting purposes, the following  special rule shall apply:  a full year of Pension Credited Service shall be granted for the twelve  (12) month period commencing on the Participant’s employment anniversary date next preceding  his or her termination of employment date if the Participant completes 1,000 Hours of Service  during the portion of such period before his or her termination of employment date; otherwise,  the Participant shall be granted a fractional year of Pension Credited Service for the period  between such employment anniversary date and his or her termination of employment date  calculated in completed months, and any portion of a month in excess of a whole number of  months during that period shall be counted as a completed month.  However, if such a Participant  is rehired before twelve (12) months have elapsed since his or her termination of employment  date and thereby receives Pension Credited Service for vesting purposes for his or her Severance  Period between his or her date of termination of employment and his or her date of rehire, the  preceding sentence shall not apply.  





 






  M-4  4841-1404-2944.2  (n) “Period of Service” means a period of time beginning on an Employee’s  Employment Commencement Date or Reemployment Commencement Date (whichever applies)  and ending on his most recent Severance Date.  For purposes of calculating an Employee’s  Period of Service, the following rules shall apply:  (i) A Period of Service shall be expressed as years and fractional  parts of a year (to two decimal places) on the basis that 365 days  equal one year.  (ii) A Period of Severance shall be deemed to be a Period of Service  under either of the following conditions:  (A) the Period of  Severance immediately follows a period during which an  Employee is not absent from work and ends within twelve (12)  months; or (B) the Period of Severance immediately follows a  period during which an Employee is absent from work for any  reason other than quitting, being discharged, or retiring (such as  a leave of absence or layoff) and ends within twelve (12) months  of the date he or she was first absent.  (iii) A Period of Service shall be reduced by (A) all or any part of a  Period of Service that is not counted pursuant to the rules set  forth in this Plan and/or (B) any Period of Severance that  occurred prior to an Employee’s most recent Severance Date,  unless such Period of Severance is included under the service  spanning rules described in (ii) above.  (o) “Period of Severance” means a period of time beginning on an  Employee’s Severance Date and ending on the date he or she again performs an Hour of Service.   A one-year Period of Severance means a Period of Severance of twelve (12) consecutive months.   Solely for purposes of determining whether a one-year Period of Severance has occurred for  eligibility or vesting purposes, the consecutive twelve (12) month period beginning on the first  anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance.  (p) “Permanent and Total Disability” (or derivations thereof) means that an  Eligible Employee is unable to engage in any substantial gainful activity by reason of a  medically determinable physical or mental disability which has existed for six (6) continuous  months and which, in the opinion of the qualified physician selected by the Administrator, can  reasonably be expected to continue for the balance of his or her life, exclusive of disability  resulting from service in the Armed Forces for which he or she received a military pension,  intentional self-inflicted injury, participation in a felonious criminal act, or habitual excessive use  of intoxicants, drugs or narcotics.  The Administrator shall have the responsibility for  determining whether a Participant has incurred a disability and, before approving payment of any  disability retirement benefit, may require reasonable proof of such disability.  (q) “Qualified Joint and Survivor Annuity” means, for a Participant who has a  Spouse, an immediate survivorship life annuity, where the survivorship percentage is fifty  percent (50%) and the Contingent Annuitant is the Participant’s Spouse. A former spouse will be  





 






  M-5  4841-1404-2944.2  treated as the Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  This Qualified Joint and Survivor Annuity shall be at least the Actuarial Equivalent of any form  of annuity benefit offered under the Plan.  (r) “Qualified Preretirement Survivor Annuity” means a straight life annuity  payable to the surviving Spouse of a Participant who dies before his Annuity Starting Date with a  vested benefit hereunder calculated as provided in Section 4.01. A former Spouse will be treated  as the surviving Spouse to the extent provided under a qualified domestic relations order as  described in Code Section 414(p).  (s) “Reemployment Commencement Date” means the date an Employee first  performs an Hour of Service following a Period of Severance.  (t) “Severance Date” means the earlier of:  (i) the date on which an Employee quits, retires, dies, or is  discharged, or  (ii) the first anniversary of the first date an Employee is absent from  service (with or without pay).  This absence may be the result of  any combination of reasons, including vacation, holiday,  sickness, disability, leave of absence, or layoff, but excluding  quit, retirement, discharge or death.  Solely to determine whether a one-year Period of Severance has occurred for eligibility or  vesting purposes for an Employee who is absent from service beyond the first anniversary of the  first day of a Parental Absence, the Severance Date is the second anniversary of the first day of  the Parental Absence.  The period between the first and second anniversaries of the first day of  the Parental Absence is not a Period of Service and is not a Period of Severance.  (u) “Severance from Employment” means an Employee has ceased to be an  Employee.  (v) “Spouse” means either (i) the person to whom a Participant is lawfully  married on his or her Annuity Starting Date or (ii) in the event the Participant dies prior to his or  her Annuity Starting Date, the person to whom the Participant was married throughout the ninety  (90) day period preceding the Participant’s death.  For purposes hereof, “lawfully married”  means legally married (A) under the laws of the United States (or one of the United States) or  any other generally recognized jurisdiction and (B) for federal tax purposes.  (w) “Vesting Service” – see Pension Credited Service.  





 






  M-6  4841-1404-2944.2  ARTICLE II. PARTICIPATION AND SERVICE  Section 2.01. Eligibility.  Each Eligible Employee who was a “Participant” under  Appendix 79 of the Emerson Plan on January 29, 2015 shall become a Participant hereunder on  January 30, 2015.  No individual who is employed or re-employed after January 30, 2015 shall  become a Participant hereunder.  Section 2.02. Inactive Participant.  (a) An active Participant shall become an inactive Participant (stop accruing  benefits) on the earliest of the following:  (i) The date he or she ceases to be an Eligible Employee.  (ii) The effective date of complete termination of the Plan under  Section 6.02 of the Master Plan Document.  (iii) Their Severance from Employment date.  (b) An inactive participant or a former Participant shall not again become an  active participant (shall not resume active participation in the Plan).  Section 2.03. Cessation of Participation.  A Participant, whether active or  inactive, shall cease to be a Participant on the earlier of the following:  (a) The date of his death.  (b) The date he or she receives a single sum distribution in satisfaction of all  of his or her benefits under the Plan.  An inactive participant shall also cease to be a Participant on the earliest date on  which he or she is not entitled to a deferred monthly income under Section 7.07 of the Master  Plan Document.  An individual who ceases to be a Participant hereunder shall not resume  participation at any later date.  Section 2.04. Calculation of Pension Credited Service.  (a) Disregarded Service.  If a person’s employment with the Employer and its  Affiliates is terminated when he or she has no nonforfeitable right to a benefit derived from  Employer contributions under the Plan, then if the number of days in the Employee’s Period of  Severance equals or exceeds the greater of six (6) years or one year plus his or her Period of  Service, whether or not consecutive, completed before such Period of Severance, then any Period  of Service accrued prior to such break in service shall be disregarded.  (b) Service with Foreign Corporation.  A Participant who leaves the  employment of the Employer and its Affiliates to accept employment with a corporation which is  





 






  M-7  4841-1404-2944.2  directly or indirectly owned fifty percent (50%) or more by the Company or an Affiliate but  which is organized outside of the United States, or to accept employment (at the written request  of the Employer) with any other corporation organized outside of the United States, shall, if he or  she thereafter returns to employment in the United States with the Employer or its Affiliates for  at least twelve (12) months, earn benefits as if he or she had continued in the employment of the  Employer and its Affiliates for the period of such foreign employment; provided, however, that  any benefits credited for such period shall be reduced (but not below zero) by the amount of any  foreign pension or severance payment earned during such period.  (c) Disability Accrual.  Except as may be provided otherwise in this Part, a  Participant who becomes disabled while employed by the Employer or its Affiliates and who is  receiving disability benefits pursuant to the Social Security Laws shall for the purposes of this  Plan be considered as having continued in the employment of the Employer, so long as he or she  continues to receive such benefits, until the earliest of (i) the date he or she is no longer  permanently and totally disabled, (ii) the date he or she has attained his or her Normal  Retirement Date, (iii) his or her Annuity Starting Date, or (iv) the date he or she dies.  (d) Leaves of Absence.  A Participant under this Part on an Employer- approved leave of absence not described in Section 2.04 of the Master Plan Document shall be  considered as having continued in the employment of the Employer for the period such leave of  absence up to a maximum of two (2) years, provided such person (i) applies for and accepts (if  offered) reemployment with the Employer or its Affiliates, and (ii) completes at least one (1)  Year of Service with the Employer or its Affiliates after the completion of such leave of absence.  Such approved leaves of absence shall be given on a uniform non-discriminatory basis.    





 






  M-8  4841-1404-2944.2  ARTICLE III. RETIREMENT BENEFITS  Section 3.01. Retirement Benefits.  (a) Normal Retirement Benefit. A Participant who terminates employment  from the Company and its Affiliates at his or her Normal Retirement Date may commence  receiving his or her vested Normal Retirement Benefit.  The monthly Normal Retirement Benefit  shall equal eighteen dollars and fifty cents ($18.50) multiplied by his or her years (and fractions  thereof) of Pension Credited Service, reduced by the normal retirement benefit payable for such  Participant under the Emerson Plan (e.g., the Emerson Plan accrued benefit).  (b) Early Retirement Benefit. A Participant who terminates employment from  the Company and its Affiliates after meeting the Early Retirement Age and Service Requirement  and before Normal Retirement Age shall be entitled to receive a monthly Early Retirement  Benefit equal to his or her monthly Normal Retirement Benefit, reduced as follows:  (i) If a Participant has not completed 30 or more years of Pension  Credited Service at his or her Annuity Starting Date, the amount  so determined shall be reduced for each month by which the  Annuity Starting Date of the Participant precedes his or her  Normal Retirement Date at the rate of 1/3% for each such month  between the first day of the month on or after the 55th and 60th  birthdays of the Participant, and at the rate of 1/2% for each such  month between the first day of the month on or after the 60th  birthday of the Participant and his or her Normal Retirement  Date.  (ii) If a Participant has completed at least 30 years of Pension  Credited Service at his or her Annuity Starting Date, the amounts  so determined shall be reduced for each month by which the  Annuity Starting Date of the Participant precedes his or her  Normal Retirement Date at the rate of 1/3% for each such month  between the first day of the month on or after the 55th and 60th  birthdays of the Participant, and at the rate of 1/2% for each such  month between the first day of the month on or after the 60th and  62nd birthdays of the Participant.  (c) Late Retirement Benefit. A Participant who terminates employment from  the Company and its Affiliates after Normal Retirement Age shall receive a monthly postponed  Retirement Benefit equal to the benefit he or she would have received at his or her Normal  Retirement Date but based upon his or her Pension Credited Service up to his or her actual  retirement.  If an Employee continues working for an Employer or any Affiliate after his Normal  Retirement Date, then the suspension of benefits provisions of Section 3.08 of the Master Plan  Document shall apply.  





 






  M-9  4841-1404-2944.2  Section 3.02. Disregard of Accrued Benefit.  If a Participant receives a single  sum payment equal to the Actuarial Equivalent present value of his or her entire vested Accrued  Benefit, then his or her entire Accrued Benefit as of the date of the distribution shall be  disregarded.  If the Actuarial Equivalent present value of a Participant’s vested Accrued Benefit  was zero and he or she was deemed to have received a distribution of such present value of his  entire vested Accrued Benefit, and he or she again becomes an Eligible Employee before the end  of the first period of five (5) consecutive one-year Periods of Severance that begin after the date  of the deemed distribution, upon the date he or she again performs an Hour of Service as an  Eligible Employee, the Employer derived Accrued Benefit (including all optional forms of  benefits and subsidies relating to such benefits) shall be restored to the amount of such Accrued  Benefit on the date of the deemed distribution.    





 






  M-10  4841-1404-2944.2  ARTICLE IV. OTHER BENEFITS  Section 4.01. Death Benefits.  (a) If a vested Participant dies before his or her Annuity Starting Date, the  only death benefits payable shall be the Qualified Preretirement Survivor Annuity.  (b) If a Qualified Preretirement Survivor Annuity becomes payable pursuant  to subsection (a), the Participant’s surviving Spouse shall be paid, commencing on the first day  of the month following the later of the Participant’s death or the date the Participant would have  attained his or her Early Retirement Age, a survivor annuity for the life of the surviving Spouse;  provided, however, that distribution to the surviving Spouse shall not be made prior to the date  the Participant would have attained his or her Normal Retirement Age without the consent of the  surviving Spouse. Benefits must start by the date the Participant would have been age 701⁄2. If the  Spouse dies before the Qualified Preretirement Survivor Annuity starts, no death benefits are  payable hereunder.  (c) If the Participant is employed by the Employer at the time of his or her  death, then the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, reduced by the early retirement reduction factors if the death benefit begins before the  Participant’s Normal Retirement Date.  If the Participant is not employed at the time of his or her  death, the amount payable to the Participant’s surviving Spouse in the form of a Qualified  Preretirement Survivor Annuity shall be fifty percent (50%) of the amount calculated under  Section 3.01 of this Part based on the Pension Credited Service accrued as of the date of his or  her death, with the following adjustments:  (i) The benefit shall be reduced by the actuarial factors used to  convert the benefit under Section 3.02 to a Qualified Joint and  Survivor Annuity; and  (ii) The early retirement reduction factors shall be applied if the  death benefit begins before the Participant’s Normal Retirement  Date.  (d) Notwithstanding the foregoing, if the Participant elects within ninety (90)  days before the Participant’s Annuity Starting Date a survivorship annuity providing a greater  than fifty percent (50%) death benefit and the Contingent Annuitant is the Participant’s Spouse,  then such greater percentage shall be paid in lieu of the fifty percent (50%) benefit described in  subsection (c) above. Such election must be a qualified election according to the provisions of  Sections 3.02 and 3.03 of the Master Plan Document.    Section 4.02. Disability Benefits.  (a) Disability Benefit Exception. A Participant who:  (i) has twenty (20) years  (ten (10) years if hired on or before July 1, 1989) of Pension Credited Service; (ii) has attained  age 40; and (iii) has met the requirements for Permanent and Total Disability (while working as  





 






  M-11  4841-1404-2944.2  an Eligible Employee), shall receive a monthly Disability Benefit, beginning with the date he or  she is eligible to receive disability benefits under the Social Security Act.  The monthly  Disability Benefit shall be a monthly amount equal to the benefit to which he or she would be  entitled at his or her Normal Retirement Date as calculated under Section 3.01 but based on his  or her Pension Credited Service accrued as of the first day of the month coincident with or next  following the date the Participant is determined to be Permanently and Totally Disabled, reduced  by any lump sum payment due on account of workers compensation or occupational disease  laws.  No disability benefit shall be due until such lump sum, as so charged on a monthly basis  against the monthly disability retirement benefit otherwise payable under the Plan, is exhausted.   Such Disability Benefit shall continue until the Participant ceases to be Permanently and Totally  Disabled, dies, or reaches his or her Normal Retirement Date or Annuity Starting Date.  If the  disabled Participant is not entitled to receive disability benefits for any period after his or her  Normal Retirement Date pursuant to a long term disability plan maintained by the Employer, he  or she will be deemed to be retired on his or her Normal Retirement Date and shall be eligible to  begin to receive a Normal Retirement Benefit, in accordance with the Plan’s procedures  (including the requirement that an application for benefits be made).  If the disabled Participant  is entitled to receive disability benefits for any period after his or her Normal Retirement Date  pursuant to a long term disability plan maintained by the Employer, he or she shall continue to  receive his or her Disability Benefit hereunder, and when his or her benefit pursuant to such long  term disability plan ceases, his or her Disability Benefit hereunder shall cease and he or she shall  be deemed to be retired at his or her late Retirement Date and shall be eligible to receive a late  Retirement Benefit, in accordance with the Plan’s procedures (including the requirement that an  application for benefits be made).  In calculating the Early Retirement Benefit (if any), Normal  Retirement Benefit, or late Retirement Benefit, for purposes of this Section, only the Pension  Credited Service earned before the Participant became Permanently and Totally Disabled shall  be counted.  Section 4.03. Vested Benefits.  (a) A Participant whose employment is terminated after he or she has earned  at least five (5) years of Vesting Service shall be entitled to a benefit as described in this section.  (b) A person whose employment is terminated other than by death before he  or she has earned five (5) years of Vesting Service or reached Normal Retirement Age shall  receive no benefit under this Plan.  (c) Notwithstanding anything to the contrary herein, a Participant who dies  while employed with the Employer or who remains in employment with the Employer until the  date he or she satisfies the requirements for Normal Retirement Age shall have a one-hundred  percent (100%) nonforfeitable right to his or her Accrued Benefit.  (d) A Participant who becomes an inactive Participant before retirement or  death (and, if applicable, before the date a disability payment begins under Section 4.02) will be  entitled to one of the following, whichever is applicable:  (i) Payment of his Accrued Benefit to begin on his or her Normal  Retirement Date.  





 






  M-12  4841-1404-2944.2  (ii) If the Participant has satisfied the Early Retirement Age and  Service Requirements, a deferred monthly retirement benefit  under the Normal Form to begin on his or her Early Retirement  Date.  The deferred retirement benefit shall be equal to the  amount under (i) above multiplied by the applicable early  retirement factor set forth in Section 3.01(b).  (iii) A deferred monthly retirement benefit under the Normal Form to  begin on his Late Retirement Date.  The deferred retirement  benefit shall be determined as follows:  (A) For a Participant who became an inactive Participant on or  before his or her Normal Retirement Date, an amount equal  to the amount under (i) above multiplied by the late  retirement factor in Article III that corresponds to the  number of years his Late Retirement Date follows his  Normal Retirement Date.  (B) For a Participant who became an inactive Participant after  his or her Normal Retirement Date, an amount equal to the  greater of (1) or (2) below:  (1) The Participant’s Accrued Benefit on the day before  the date he or she became an inactive Participant.  (2)  His or her Accrued Benefit on his or her Normal  Retirement Date actuarially adjusted to reflect the  delay in commencement of benefits after his  Normal Retirement Date.  Provided, however, for an inactive Participant whose Late  Retirement Date occurs after the April 1 following the calendar  year in which he or she attains age 701⁄2, such Participant’s  deferred monthly retirement benefit determined in (1) or (2) above,  whichever applies, shall be actuarially adjusted to reflect the delay  in commencement of benefits after such April 1 date.  Any distribution of vested benefits shall be a retirement benefit and shall be  subject to the distribution of benefits provisions of Article V and the provisions of Section 3.06  of the Master Plan Document.  The Participant’s Accrued Benefit shall be calculated on the day  before he or she became an inactive Participant.  The amount of payment under any form (other  than the Normal Form) shall be determined as provided under Section 3.02 of the Master Plan  Document.  If the Participant dies before his or her Annuity Starting Date, death benefits shall  be distributed according to the provisions of Section 4.01.  





 






  M-13  4841-1404-2944.2  ARTICLE V. WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS  Section 5.01. When Benefits Start.  (a) A Participant with a vested benefit who terminates employment on or after  meeting the Early Retirement Age and Service Requirements may commence receipt of his or  her benefits on an Early Retirement Date, or on any later date as he or she may elect.  (b) A Participant who terminates employment prior to his or her Early  Retirement Date but who has met the service requirements under the Early Retirement Age and  Service Requirements may elect to begin receiving an early retirement benefit on the first day of  any month coincident with or following his or her Early Retirement Age, or on any later date as  he or she may elect, or may elect to receive a Normal Retirement Benefit commencing on his or  her Normal Retirement Date.  Section 5.02. Mandatory Participant Contributions.  Prior to October 1, 1989,  “Contributing Participants” may have contributed to the Emerson Plan.  Any withdrawal rights  with respect to such contributions shall be provided under the Emerson Plan, not this Plan.  Section 5.03. Automatic Forms of Distribution.  Unless an optional form of  benefit is selected pursuant to a qualified election within the election period (see Sections 3.02  and 3.03 of the Master Plan Document), the automatic form of benefit payable to or on behalf of  a Participant is determined as follows:  (a) Retirement Benefits.  The automatic form of retirement benefit for a  Participant who does not die before his Annuity Starting Date shall be:  (i) The Qualified Joint and Survivor Annuity for a Participant who  has a Spouse on his or her Annuity Starting Date.  (ii) The Normal Form for a Participant who does not have a Spouse  on his or her Annuity Starting Date.  (b) Death Benefits.  The automatic form of death benefit for a Participant who  dies before his Annuity Starting Date is determined according to the provisions of Section 4.01.  Section 5.04. Suspension of Benefits Upon Reemployment.  In the event a Participant who is receiving benefits under the Plan returns to the  full-time employment of the Employer (as defined in the Employer’s employment practices)  prior to his or her Required Beginning Date, payment of his or her benefits will continue.  Upon  his or her subsequent termination of employment with the Employer, the Participant shall  continue to receive the benefit he or she was receiving during the period of reemployment;  provided that, if the Participant’s most recent termination of employment occurred prior to  January 1, 2018, then, to the extent the law so requires, in no event shall the Participant receive a  benefit that is less valuable, on an actuarial basis, than the benefits to which he or she would be  entitled under the Plan as in effect on the date of such subsequent termination, taking into  account his or her age at the time of such subsequent termination and his or her Pension Credited  





 






  M-14  4841-1404-2944.2  Service earned during his or her period of reemployment (if any), reduced by the value of the  benefits, other than disability benefits, he or she received prior to his or her subsequent  termination date.  





 






  M-15  4841-1404-2944.2  EXHIBIT M-1:  ACTUARIAL ASSUMPTIONS  Actuarial Assumptions  Joint and Survivor Annuity Form of Payment  Age of Employee  Less Age of Joint  Annuitant  Age-Related Retirement  Percent of Life Annuity Payable to Employee with  50%, 66-2/3%, 75% or 100% of Reduced Amount Payable to Contingent Annuitant         50% 66-2/3% 75% 100%  -2 87.40 86.70 81.40 -2  -3 87.90 87.20 82.20 -3  -4 88.40 87.70 83.00 -4  -5 88.90 88.20 83.70 -5  -6 89.40 88.70 84.40 -6  -7 89.90 89.20 85.10 -7  -8 90.40 89.70 85.80 -8  -9 90.90 90.20 86.50 -9  -10 91.40 90.70 87.20 -10  -11 91.90 91.20 87.90 -11  -12 92.40 91.70 88.60 -12  -13 92.90 92.20 89.30 -13  -14 93.40 92.70 90.00 -14  -15 93.90 93.20 90.70 -15  -16 94.30 93.70 91.40 -16  -17 94.70 94.20 92.10 -17  -18 95.00 94.70 92.80 -18  -19 95.30 95.20 93.40 -19  -20 or more 95.60 95.70 93.90 -20 or more        * Reduce applicable Percent by an additional .20% for the Joint & 50% Contingent Annuity form, and by an  additional .30% for the other forms, for each year in excess of 20.  Example:  Under the Joint & 50% Contingent  Annuitant form, if employee is 23 years old than Contingent Annuitant, reduce the 78.20% by .60% to 77.60.     10 Years Certain and Life Form  Age at Date of  Retirement  Percent of Life Annuity Benefits Payable to  Employee     55 97.30%  56 97.00%  57 96.60%  58 96.20%  59 95.80%  60 95.30%  61 94.80%  62 94.10%  63 93.40%  64 92.60%  65 91.70%  66 90.70%  





 






  M-16  4841-1404-2944.2  67 89.70%  68 88.50%  69 87.30%  70 85.90%     Note: The above table only gives the factors for years of attained age.  The factor used to  determine a Retirement benefit will take into account years and months of attained age  at Retirement.  For example, the factor of age 62 and 6 months is 93.75%.