Exhibit 10.80
 Dynegy Northeast Generation, Inc.
Retirement Income Plan
 Restated Effective
January 1, 2009




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Dynegy Inc.
 R E C I T A L S:
        NOW, THEREFORE




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ARTICLE 1 Definitions
    
    
    11.1 Accrued Benefit
    
    
    11.2 Actuarial Equivalent
    
    
    11.3 Benefit Commencement Date
    
    
    21.4 Benefit Service
    
    
    21.5 Board
    
    
    21.6 Break in Service
    
    
    21.7 Code
    
    
    21.8 Committee
    
    
    21.9 Company
    
    
    21.10 Compensation
    
    
    21.11 Controlled Group
    
    
    31.12 Disability
    
    
    31.13 Earliest Retirement Date
    
    
    31.14 Early Retirement Date
    
    
    31.15 Effective Date
    
    
    41.16 Eligible Employee
    
    
    41.17 Employee
    
    
    41.18 Employee Contributions
    
    
    41.19 Employer
    
    
    41.20 Employment
    
    
    41.21 Employment Date
    
    
    41.22 ERISA
    
    
    51.23 Five-Year Break
    
    
    51.24 Highly Compensated Employee
    
    
    51.25 Hours of Service
    
    
    61.26 Normal Retirement Age
    
    
    61.27 Normal Retirement Date
    
    
    61.28 One-Year Break
    
    
    61.29 Participant
    
    
    71.30 Plan
    
    
    71.31 Plan Administrator
    
    
    71.32 Plan Year
    
    
    71.33 Prior Plan
    
    
    71.34 Plan Sponsor
    
    
    71.35 Qualified Optional Survivor Annuity
    
    
    71.36 Social Security Retirement Age
    
    
    71.37 Spouse
    
    
    71.38 Termination Date
    
    
    71.39 Trust (or Trust Fund)
    
    
    81.40 Trustee
    
    
    81.41 Vesting Service
    
    
    81.42 Years of Benefit Service (or Benefit Service)
    
    
    81.43 Years of Vesting Service (or Vesting Service)
    
    
    9
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ARTICLE 2 Eligibility
    
    
    112.1 Eligibility
    
    
    112.2 Participation Upon Reemployment
    
    
    112.3 Leased Employees and Independent Contractors
    
    
    122.4 Adoption of the Plan by a Controlled Group Member
    
    
    12ARTICLE 3 Retirement Dates and Benefits
    
    
    133.1 Normal Retirement
    
    
    133.2 Suspension of Benefit Payments
    
    
    153.3 Early Retirement
    
    
    163.4 Delayed Retirement
    
    
    163.5 Termination of Employment
    
    
    173.6 Disability Retirement
    
    
    173.7 Reemployment
    
    
    19ARTICLE 4 Payment of Benefits
    
    
    204.1 Normal Form of Payment
    
    
    204.2 Election Procedures
    
    
    204.3 Description of Forms of Payment
    
    
    254.4 Cash-Out
    
    
    254.5 Effect of Death on Forms of Payment
    
    
    264.6 Required Distribution Rules
    
    
    274.7 Payment on Participants Behalf
    
    
    284.8 Unclaimed Benefits
    
    
    284.9 Correction of Mistakes
    
    
    28ARTICLE 5 Preretirement Death Benefits
    
    
    295.1 Married Vested Participant
    
    
    295.2 Unmarried Participant or Nonvested Participant
    
    
    29ARTICLE 6 Limitations on Benefit Amounts
    
    
    306.1 Limitations Imposed by Section 415 of the Internal Revenue Code:
    
    
    306.2 Restrictions for Twenty-five Highest-Paid Participants
    
    
    466.3 Top-Heavy Rules
    
    
    47ARTICLE 7 Contributions
    
    
    507.1 Employer Contributions
    
    
    507.2 Participant Contributions
    
    
    507.3 Return of Contributions to the Employers
    
    
    507.4 Actuarial Gains
    
    
    50ARTICLE 8 Amendment, Termination, Merger
    
    
    518.1 Amendment
    
    
    518.2 Termination of the Plan
    
    
    528.3 Merger
    
    
    53
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ARTICLE 9 Administration
    
    
    549.1 Fiduciary Provisions
    
    
    549.2 Employer to Supply Information
    
    
    599.3 Indemnification
    
    
    599.4 Claims Procedure
    
    
    59ARTICLE 10 Miscellaneous
    
    
    6410.1 Headings
    
    
    6410.2 Construction
    
    
    6410.3 Continued Qualification for Tax-Exempt Status
    
    
    6410.4 Nonalienation
    
    
    6410.5 No Employment Rights
    
    
    6410.6 No Enlargement of Rights
    
    
    6410.7 Withholding for Taxes
    
    
    64ARTICLE 11 Cash Balance Accounts
    
    
    6511.1 Cash Balance Accounts
    
    
    6511.2 Interest Adjustment
    
    
    6511.3 Vesting
    
    
    6611.4 Cash Balance Retirement Income
    
    
    6611.5 Death Before Annuity Starting Date
    
    
    6711.6 Beneficiary
    
    
    6811.7 Payment of Cash Balance
    
    
    68Addendum A

History of Revised Plan ProvisionsAddendum B

Participating Employers




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ARTICLE 1
Definitions
  1.1
    
    Accrued Benefit.Accrued Benefit means the retirement benefit which the Participant has
earned as of the date of determination, calculated under Subsection 3.1(b) which will be
payable as of his Normal Retirement Date in the form of a single life annuity. For the
Participant who retires after his Normal Retirement Date, the Accrued Benefit is the amount
calculated for him under Section 3.4.
 1.2
    
    Actuarial Equivalent.Actuarial Equivalent means a benefit of equal value computed on the
following bases:
 (a)
    
    For annuity forms of payment, the 1983 Group Annuity Mortality Table,
assuming the Participant is male and the contingent annuitant is female, and interest
at the rate of 71/2% compounded annually.(b)
    
    For lump sum payments,
 (1)
    
    The applicable mortality table, which means the mortality
table prescribed by the Secretary of the Treasury pursuant to Section
415(b)(2)(E)(v) of the Code; and
 (2)
    
    The applicable interest rate, which means the annual rate of
interest determined in accordance with Section 417(e)(3)(C) of the Code for the
lookback month preceding the first day of the stability period. Effective on
and after January 1, 2008, the annual rate is the adjusted first, second and
third segment rates applied under rules similar to the rules of Section
430(h)(2)(C) of the Code for the fifth month before the first day of the Plan
Year that contains the Annuity Starting Date with respect to the benefit, or
such other time as the Secretary of the Treasury may prescribe by Regulation.
For purposes of this paragraph, the adjusted first, second and third segment
rates are the first, second and third segment rates which would be determined
under Section 430(h)(2)(c) of the Code if (i) Section 430(h)(2)(D) of the Code
were applied by substituting the average yields for the month described in
Clause (ii) for the average yields for the 24-month period described in such
Section, (ii) Section 430(h)(2)(G)(i)(II) of the Code were applied by
substituting Section 417(e)(3)(A)(ii)(II) for Section 412(b)(5)(B)(ii)(II),
and (iii) the applicable percentage under Section 430(h)(2)(G) of the Code were
determined in accordance with the following table:
 For Plan Year
    
    Applicable Percentage2008
    
    20%2009
    
    40%2010
    
    60%2011
    
    80%
  1




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1.3
    
    Benefit Commencement Date.Subject to the modifications under certain circumstances described
in Articles 3 and 4, with respect to each Participant or beneficiary, the first day of the
first period for which an amount is payable to the Participant or beneficiary as an annuity or
in any other applicable form available under the terms of the Plan. At all times, if the
benefit is payable in a lump sum, the Benefit Commencement Date is the date when the Trustee
issues the payment. If the Participant dies before his Benefit Commencement Date, the only
benefit payable will be the preretirement death benefit to the surviving Spouse.1.4
    
    Benefit Service.See Section 1.42.1.5
    
    Board.Board means the Board of Directors of Dynegy Inc.
 1.6
    
    Break in Service.See Section 1.23 Five-Year Breakand Section 1.28 One-Year Break. See
Addendum A for the Break in Service rules in effect before the 1989 Plan Year, for the Prior
Plan.
 1.7
    
    Code.Code means the Internal Revenue Code of 1986 as amended from time to time, and
Regulations and rulings issued under the Code.1.8
    
    Committee.Committee means the Dynegy Inc. Benefit Plans Committee.1.9
    
    Company.Company means Dynegy Northeast Generation, Inc.1.10
    
    Compensation.
 (a)
    
    Accrued Benefit. For purposes of calculating each Participants Accrued
Benefit, Compensation means the Plan will use the annual base rate of earnings at
October 1st of each year paid to the Participant by his Employer, plus amounts paid to
such Participant during the 12 months prior to such October 1 including project
bonuses, awards, lump sum cash awards, (and, for non-officers of the Company,
performance bonuses, incentive cash awards and/or bonuses paid), but excluding
overtime, additional compensation for unusual circumstances, premium pay, shift
differential, tuition assistance, severance benefits, theft of service awards,
suggestion plan awards, reimbursements, expense allowances, cash and noncash fringe
benefits, moving expenses, deferred compensation and welfare benefits. Compensation
shall also exclude any incentive cash awards and/or bonuses paid
to officers of the Company. Notwithstanding the foregoing provisions of this
Section 1.10(a), if a Participant is scheduled to work a 12-hour shift (the
Shift), the regularly-scheduled overtime for the Shift shall be included as
Compensation, and is calculated by multiplying the Participants straight time
hourly rate of pay by the number of regularly-scheduled overtime hours for the Shift
for which the Participant is paid.
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(b)
    
    Military Service. For the Participant who resumes Employment after a
period of unpaid military leave covered by the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Plan will impute Compensation in the amount he
would have received if he had remained in active Employment, based on his rate of pay
in effect when he began his leave and taking into account any promotion he would have
received, or if that pay rate cannot be determined with certainty, the Plan will treat
him as having Compensation equal to the amount he received during the 12-month period
preceding his leave, or during the entire period of his Employment if shorter than 12
months.
 (c)
    
    Statutory Limit. Each Participants Compensation will be limited to
$245,000 (as indexed under Section 401(a)(17) of the Code) for all purposes under the
Plan. For purposes of determining benefit accruals in a plan year beginning after
December 31, 2001, the annual compensation limit in this paragraph for determination
periods beginning before January 1, 2002, shall be: $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.
 1.11
    
    Controlled Group.Controlled Group means (i) the Company and each member of the group of
corporations under at least 80% common control by or with the Company, within the meaning of
Section 414(b) of the Code; (ii) each incorporated or unincorporated trade or business under
common control with the Company, within the meaning of Section 414(c) of the Code; (iii) each
organization which is within an affiliated service group with the Company, within the meaning
of Section 414(m) of the Code; and (iv) any entity required to be aggregated with the Company
under Section 414(o) of the Code.
 1.12
    
    Disability.Disability means a physical or mental incapacity which qualifies the disabled
Participant for Social Security disability benefits.
 1.13
    
    Earliest Retirement Date.Earliest Retirement Date means the first day of the month
coincident with or next following the month in which the Participant has both reached his
55th birthday and completed 10 Years of Vesting Service.
 1.14
    
    Early Retirement Date.Early Retirement Date means the first day of the month on or after the
Participants Earliest Retirement Date and before his Normal Retirement Date, when he actually
retires.
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1.15
    
    Effective Date.Effective Date means January 1, 2009, the effective date of this restatement
of the Plan, or as otherwise provided herein. The Plan was initially established effective
January 31, 2001.
 1.16
    
    Eligible Employee.Each Employee other than (i) an Employee whose terms and conditions of
employment are governed by a collective bargaining agreement, unless such agreement provides
for his coverage under the Plan, (ii) a nonresident alien who receives no earned income from
the Employer that constitutes income from sources within the United States, (iii) a leased
employee (as defined in Section 2.3), (iv) an individual who is deemed to be an Employee
pursuant to Treasury regulations issued under Section 414(o) of the Code, (v) an Employee who
has waived participation in the Plan through any means including, but not limited to, an
Employee whose employment is governed by a written agreement with the Employer (including an
offer letter setting forth the terms and conditions of employment) that provides that the
Employee is not eligible to participate in the Plan (a general statement in the agreement,
offer letter, or other communication stating that the Employee is not eligible for benefits
shall be construed to mean that the Employee is not an Eligible Employee), and (vi) an
Employee of an entity that has been designated to participate in the Plan to the extent that
such entitys designation specifically excepts such Employees participation. Notwithstanding
any provision of the Plan to the contrary, no individual who is designated, compensated, or
otherwise classified or treated by the Employer as an independent contractor or other
non-common law employee shall be eligible to become a Participant of the Plan. It is
expressly intended that individuals not treated as common law employees by the Employer are to
be excluded from Plan participation even if a court or administrative agency determines that
such individuals are common law employees.
 1.17
    
    Employee.Employee means each (i) individual employed by the Employer (as reported on the
Employers payroll records and for whom the Employer has FICA taxes withheld), and (ii) leased
employee (as defined in Section 2.3).
 1.18
    
    Employee Contributions.Employee Contributions are not required or permitted in this Plan.
See Addendum A for rules impacting accumulated contributions in the Prior Plan.
 1.19
    
    Employer.Employer means the Company and each Controlled Group member which adopts the Plan
and is identified in Addendum B. Dynegy Inc., the Plan Sponsor, is not a participating
Employer.
 1.20
    
    Employment.Employment means the period during which an Employee is regularly employed by an
Employer. For purposes of deferring the Benefit Commencement Date and suspending benefit
payments upon reemployment, the Plan will treat periods of service with any Controlled Group
member as if it were Employment under this Plan.
 1.21
    
    Employment Date.Employment Date means the date on which the Employee earned his first Hour
of Service. The Employment Date of the nonvested Employee who resumed Employment after he
incurred a Five-Year Break will be the date on which he earned his first Hour of Service after
he resumed Employment.
  4




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1.22
    
    ERISA.ERISA means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and Regulations and rulings issued under ERISA.
 1.23
    
    Five-Year Break.Five-Year Break means five consecutive One-Year Breaks, which will cause the
nonvested Participant to lose his pre-break Benefit Service and Vesting Service.
 1.24
    
    Highly Compensated Employee.Highly Compensated Employee means an Employee who performs
service during the Determination Year and who:
 (a)
    
    Is a five percent (5%) owner as defined in Section 416(i)(1)(B)(i) of the Code,
at any time during the Determination Year or the Look-back Year, or
 (b)
    
    An Employee who received 414(q) Compensation in excess of $80,000 during the
Look-back Year and was in the Top-paid Group during the Look-back Year. The $80,000
limitation will be adjusted annually for increases in the cost of living in accordance
with Section 415(d) of the Code.
     (1)
    
    414(q) Compensation means compensation as defined in Section
414(q)(4) of the Code.
 (2)
    
    Determination Year means the Plan Year for which the
determination of who is a Highly Compensated Employee is being made.
 (3)
    
    Look-back Year means the twelve (12) month period preceding
the Determination Year.
 (4)
    
    Top-paid Group means the top twenty percent (20%) of
Employees when rated on the basis of 414(q) Compensation paid during the year.
The number of Employees in the group will be determined in accordance with
Section 414(q)(5) of the Code.
  5




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1.25
    
    Hours of Service.Hour of Service means the following hours that are credited for
eligibility.
 (a)
    
    Periods of Credit. Hours of Service will be credited for the following:
 (1)
    
    Working Hours. Each hour for which the Employee is paid
or entitled to payment by an Employer for the performance of duties.
 (2)
    
    Nonworking Hours. Each hour for which the Employee is
paid or is entitled to payment by an Employer on account of a period of time
during which no duties are performed due to vacation, holiday, illness,
incapacity, layoff, jury duty, military duty, or leave of absence, whether or
not his Employment has terminated.
 (3)
    
    Back Pay. Each hour for which back pay, without regard
to mitigation of damages, is either awarded or agreed to by an Employer.
 (b)
    
    Periods of No Credit. Hours of Service will not be credited for the
following:
 (1)
    
    Nonpayment. Periods during which the Employee is
neither paid nor entitled to payment from his Employer.
 (2)
    
    Limited Number. Hours in excess of 501 in a single
continuous period during which no duties are performed, except as provided in
Subsection 1.43(b) for military leaves, parental leaves, and other approved
leaves of absence.
 (3)
    
    Statutory Payments. Hours for which payment is made or
due under a plan maintained solely for the purpose of complying with workers
compensation, unemployment compensation, or disability insurance laws.
 (4)
    
    Double Back Pay. Back pay where credit has already been
given for the hours to which the back pay relates.
 (5)
    
    Medical Expenses. A payment which solely reimburses an
Employee for medical or medically related expenses incurred by him.
 1.26
    
    Normal Retirement Age.Normal Retirement Age means the Participants 65th
birthday.
 1.27
    
    Normal Retirement Date.Normal Retirement Date means the first day of the month coincident
with or next following the month in which the Participants 65th birthday occurs.
 1.28
    
    One-Year Break.One-Year Break means a twelve-consecutive-month period beginning on the
Participants Termination Date and ending on the first anniversary of that date, during which
he does not earn any Hours of Service. For purposes of determining whether an Employee has had
a One-Year Break, the Committee will treat a leave protected under the Family and Medical
Leave Act of 1993 as a period of active Employment.
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1.29
    
    Participant.Participant means an Eligible Employee participating in the Plan under Section
2.1. The term Participant is sometimes used to include active, vested terminated and/or
retired Participants. Where the context indicates, the term Participant includes persons
claiming benefits accrued by a Participant.
 Plan. Dynegy Northeast Generation, Inc. Retirement Income Plan
 Plan Administrator.
 1.32
    
    Plan Year.Plan Year means each twelve consecutive month period beginning on January 1 and
ending on December 31.
 1.33
    
    Prior Plan.Prior Plan means the Retirement Income Plan of Central Hudson Gas and Electric
Corporation.
 Plan Sponsor.
 1.35
    
    Qualified Optional Survivor Annuity.Qualified Optional Survivor Annuity means an annuity for
the life of the Participant with a survivor annuity for the life of the Spouse which is equal
to 75% of the annuity which is payable during the joint lives of the Participant and the
Spouse that is the Actuarial Equivalent of the standard form of benefit and that is provided
in compliance with Section 417(g) of the Code.
 1.36
    
    Social Security Retirement Age.Social Security Retirement Age means the age used as the
Participants retirement age under Section 216(l)(4) of the Social Security Act. Each
Participants Social Security Retirement Age will be the following age which relates to his
year of birth:
 Year of Birth
    
    Social Security Retirement AgeBefore 1938
    
    65 years1938  1954
    
    66 yearsAfter 1954
    
    67 years
 1.37
    
    Spouse.Spouse means the individual to whom the Participant is legally married on the earlier
of his date of death or his Benefit Commencement Date. In the event of a dispute, such status
will be determined in accordance with applicable laws of the Participants state of domicile.
 1.38
    
    Termination Date.Termination Date means the earlier of (i) the date the Employee quits,
retires, is discharged or dies; or (ii) the first anniversary of the beginning date of a paid
or unpaid absence for any reason other than quit, retirement, discharge or death. A
Termination Date will not occur during an authorized leave of absence which is included in
Vesting Service under Section 1.43. The Termination Date of the Employee who quits, retires,
is discharged or dies before the first anniversary of his authorized leave of absence (or the
second anniversary for a parental leave) will be the date such event occurs. Accrual of
Benefit Service and Vesting Service will cease on the Termination Date except as otherwise
provided under Sections 1.42 and 1.43, respectively.
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1.39
    
    Trust (or Trust Fund).Trust (or Trust Fund) means the fund established to hold Plan assets
and from which the Plan assets are distributed. When there is more than one Trust, the term
Trust shall refer to all such Trusts.
 1.40
    
    Trustee.Trustee means the legal reserve life insurance company or trustee selected to hold
and/or invest the Plan assets and if and when directed, to pay the benefits provided under the
Plan. When there is more than one Trustee, the term Trustee shall refer to all such
Trustees.
 Vesting Service.
 1.42
    
    Years of Benefit Service (or Benefit Service).Years of Benefit Service (or Benefit Service)
means the Participants whole and partial Years of Vesting Service subject to the following
rules and exclusions:
 (a)
    
    Exclusions. The following periods will be excluded from Benefit
Service:
 (1)
    
    Periods during which the Participant was not an Employee.
 (2)
    
    Periods of absence described in Subsection 1.43(b) (other than
military service under (b)(1)) and Subsection 1.43(f).
 (3)
    
    Periods during which the Participant accrued vested benefits
under another qualified defined benefit plan to which an Employer contributed,
except as provided in Subsection (b).
 (4)
    
    Periods for which the Participant received a cash-out of his
Accrued Benefit.
 (5)
    
    Periods during which the Participant failed to make any
required Employee Contributions (including any waiting period before becoming
eligible to participate).
 (b)
    
    Period Before an Employer Adopted the Plan. The Board will determine
any Benefit Service to be credited for periods of service with an Employer before it
adopted the Plan. In the event the Board grants retroactive Benefit Service, the Plan
will offset any benefits previously accrued under the Employers qualified defined
benefit plan(s).
 (c)
    
    Periods of Employment Before a Five-Year Break. The nonvested
Participant who incurs a Five-Year Break will lose all of his credit for Benefit
Service earned before his Five-Year Break. The vested Participant will retain all of
his credit for Benefit Service regardless of the number of his One-Year Breaks.
 (d)
    
    Military Service. Each Participant will receive credit for Benefit
Service as if his active Employment had continued during the period of his military
service covered by the Uniformed Services Employment and Reemployment Rights Act of
1994, but only if he retains statutory reemployment rights and resumes
Employment within 90 days after his honorable discharge from military duty, or
during any other period prescribed by law.
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1.43
    
    Years of Vesting Service (or Vesting Service).Years of Vesting Service (or Vesting Service)
means the period beginning on the Participants Employment Date and ending on his Termination
Date, subject to the following rules:
 (a)
    
    Computation. Years of Vesting Service will be computed in whole and
partial years, by measuring months from the Employment Date, counting each month as
1/12 year, aggregating noncontinuous partial months into whole 30-day months, and
ignoring any remaining days.
 (b)
    
    Leaves of Absence. Except as provided in this Subsection, each
Participant will be credited with Vesting Service as if his status as an Employee had
continued during the period of his approved leave of absence granted under his
Employers standard, uniformly-applied personnel policies, but only if he resumes
active Employment promptly upon the expiration of his approved leave.
 (1)
    
    Military Service. Each Participant will receive credit
for Vesting Service as if his active Employment had continued during the period
of his military service covered by the Uniformed Services Employment and
Reemployment rights Act of 1994, but only if he retains statutory reemployment
rights and resumes Employment within 90 days after his honorable discharge from
military duty, or during any other period prescribed by law.
 (2)
    
    Parental Leave. Each Participant will receive credit
for Vesting Service for the period of a parental leave which does not extend
beyond 12 months. If the leave continues beyond 12 months. the first
anniversary of the date the leave began will be the Termination Date for
purposes of crediting Vesting Service, and the second anniversary will be the
Termination Date for purposes of determining when a Break in Service begins.
The Plan will credit Vesting Service for the period between the first
anniversary of the leave date and the date when the Participant resumes active
Employment only if that date occurs before the second anniversary. The
Termination Date of the Employee who quits, retires, is discharged or dies
before the second anniversary of the parental leave will be the date such event
occurs. A parental leave is an absence from active Employment by reason of
pregnancy, childbirth, child adoption, and/or child care immediately following
birth or adoption. The leave will be treated as any other absence unless the
Employee timely provides to the Committee all information reasonably required
to establish that the absence constitutes a parental leave.
 (3)
    
    Leaves of Absence. Vesting Service will include a
period of absence that is approved under the Employers standard,
uniformly-applied personnel policies. Vesting Service will include a period of
unapproved absence only
if the Participant resumes Employment within one year after his Termination
Date.
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(c)
    
    Employment with a Controlled Group Member. Each Employee will receive
credit for Vesting Service for the period of his employment with any Controlled Group
member, whether or not it has adopted the Plan, beginning on the date the member became
part of the Controlled Group.
 (d)
    
    Period Before an Employer Adopted the Plan. The Board will determine
any Vesting Service to be credited for periods of employment with an Employer before it
adopted the Plan, to the extent credit is not required under Subsection 1.43(c).
 (e)
    
    Employment Before a Five-Year Break. The nonvested Participant who
incurs a Five-Year Break will lose all his credit for Vesting Service earned before his
Five-Year Break. The vested Participant will retain all his credit for Vesting Service
regardless of the number of his One-Year Breaks.
 (f)
    
    Service Spanning. If an Employee terminates Employment for any reason
and resumes Employment within 12 months, the Plan will include his period of
termination in his Vesting Service.
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ARTICLE 2
Eligibility
 2.1
    
    Eligibility. Each Eligible Employee will begin participating in the Plan as of the first day
of the month on or after he has completed his first 12 consecutive months of Employment. The
Plan shall be frozen to eligibility and participation effective for any Employee with an
Employment Date on or after January 1, 2009.
 Participation Upon Reemployment
 (a)
    
    Vested Participants. The vested terminated Participant who resumes
Employment at any time will resume participation as of the date he resumes Employment.(b)
    
    Nonvested Participants.
 (1)
    
    Before Five-Year Break. The nonvested terminated
Participant who resumes Employment before he incurs a Five-Year Break will
resume participation as of the date he resumes Employment.
 (2)
    
    After Five-Year Break. The nonvested terminated
Participant who resumes Employment after he has incurred a Five-Year Break will
be treated as a new Employee under Section 2.1.
 (c)
    
    Nonparticipating Employees.
 (1)
    
    Before Five-Year Break. The nonparticipating terminated
Employee who resumes Employment before he incurs a Five-Year Break will retain
credit for his Employment before his Termination Date for purposes of
determining his eligibility to begin participating under Section 2.1. If he met
the eligibility requirements under Section 2.1 as of his Termination Date, he
will begin participating as of the date he resumes Employment.
 (2)
    
    After Five-Year Break. The nonparticipating terminated
Employee who resumes Employment after he has incurred a Five-Year Break will be
treated as a new Employee under Section 2.1.
 (d)
    
    Notwithstanding any Plan provision to the contrary, effective for Plan Years
beginning after December 31, 2008, terminated Employees, whether vested, nonvested, or
nonparticipating, shall not be eligible to participate in the Plan upon resumption of
Employment.
  11




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2.3
    
    Leased Employees and Independent Contractors. Leased employees will be treated as Employees
to the extent required under Section 414(n) of the Code, but will not be eligible to
participate in this Plan. A leased employee shall be given credit for eligibility and Years of
Vesting Service for the period during which he worked as a leased employee, under the rules
described in Sections 1.43 and 2.1. However, the Plan will not give such credit if (i) the
leased employee was covered by a money purchase plan sponsored by the leasing organization,
with 10% contributions and immediate
participation and vesting, and (ii) leased employees constitute no more than 20% of the
Controlled Groups nonhighly compensated employees. If an individual who has worked for an
Employer as an independent contractor becomes an Employee, he will not receive credit for
any purpose under the Plan until the date when he becomes an Employee. The term leased
employee means each person who is not an employee of the Employer or a Controlled Group
member but who performs services for the Employer or a Controlled Group member pursuant to
an agreement (oral or written) between the Employer or a Controlled Group member and any
leasing organization, provided that (i) such person has performed such services for the
Employer or a Controlled Group member or for related persons (within the meaning of Section
144(a)(3) of the Code) on a substantially full-time basis for a period of at least one year,
and (ii) such services are performed under primary direction or control by the Employer or a
Controlled Group member.
 2.4
    
    Adoption of the Plan by a Controlled Group Member. A Controlled Group member may adopt the
Plan by appropriate action of its board of directors or authorized officer(s) or
representative(s), subject to approval of the Board and the Committee.
  12




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ARTICLE 3
Retirement Dates and Benefits
 3.1
    
    Normal Retirement.
 (a)
    
    Normal Retirement Date. Whether or not the Participant actually
retires on the date on which he attains Normal Retirement Age, the Participants Normal
Retirement Date will be the first day of the month coincident with or next following
the month in which he reaches Normal Retirement Age. If he is not already vested, he
will become fully vested in his Accrued Benefit on the date he reaches Normal
Retirement Age.
 (b)
    
    Amount of Normal Retirement Benefit.The Plan will use the following
formula to calculate the Accrued Benefit of each Participant who earns any Compensation
on or after the date the sale closed in connection with the Asset Purchase and Sale
Agreement dated as of August 7, 2000 between Central Hudson Gas and Electric
Corporation and Dynegy Power Corporation. The Participant who retires on his Normal
Retirement Date will receive a monthly benefit in an amount equal to 1/12 of the sum of
the amounts described in Subsections (1), (2) and (3):
 (1)
    
    The sum of (A) plus (B) as follows:
 (A)
    
    2.0% of his Compensation for each Year of
Benefit Service prior to the October 1st coincident with or
next following such Participants 50th birthday.
 (B)
    
    2.5% of his Compensation for each Year of
Benefit Service after the October 1st coincident with or
next following such Participants 50th birthday.
 (2)
    
    Plan to Plan Transfer Benefit. The benefit transferred
from the Prior Plan into this Plan following the date the sale closed in
connection with the Asset Purchase and Sale Agreement dated as of August 7,
2000 among Central Hudson Gas and Electric Corporation, Consolidated Edison
Company of New York, Inc., Niagara Mohawk Power Corporation and Dynegy Power
Corporation. See Addendum A for historical documentation.
  13




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(3)
    
    Supplementary Past Service Retirement Income. An amount
equal to the sum of (i) and (ii), minus the sum of (iii), (iv) and (v), where
(i) 1.40% of the Participants Average Earnings as of October 1, 2001 up to
$35,000 plus (ii) 1.70% of Average Earnings in excess of $35,000 multiplied by
Years of Benefit Service (not to exceed 50) while a Participant prior to
October 1, 2001 (plus one year for Participants for whom the one-year
eligibility period provisions then in effect were not waived), excluding Years
of Benefit Service before January 1, 1933, for an employee who was a
Participant continuously and Years of Benefit Service during which a
Participant was eligible to accrue a retirement annuity under the Group
Annuity Contract but failed to do so minus (iii) the portion of Future
Service Retirement Income for the period prior to October 1, 2001, minus
(iv) Past Service Retirement Income, and (v) the portion of Supplementary
Past Service Retirement Income calculated in Subsection (A), (B), (C), (D),
(E), (F), (G), (H), (I), and (J) of Addendum A. For purposes of the formula
in this Subsection 3.1(b)(3), Average Earnings shall be the sum of the
following Compensation for such Participant divided by 3:
 
    
    50% of Compensation at October 1, 1998
    
    100% of Compensation at October 1, 1999
    
    100% of Compensation at October 1, 2000
    
    50% of Compensation at October 1, 2001
  
    
    50% of Compensation at October 1, 2001
    
    100% of Compensation at October 1, 2002
    
    100% of Compensation at October 1, 2003
    
    50% of Compensation at October 1, 2004
   14




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##### 



(2)
    
    Social Security Supplement.In addition to the normal
retirement benefit determined in Subsections (1), (2) and (3) above, if a
Participants Normal Retirement Date occurs before his Social Security
Retirement Age, a Social Security supplement will be payable equal to eighty
percent (80%) of the primary monthly Social Security benefit that the Committee
estimates the Participant will be entitled to receive at the Participants
Social Security Retirement Age. Social Security supplements shall be payable
through the month in which the Participant attains his Social Security
Retirement Age; however, in no event shall more than 24 monthly Social Security
supplement payments be made.
 (c)
    
    Benefit Commencement Date. The normal retirement benefit will be
payable on the first day of each month beginning on the Participants Normal Retirement
Date if he has retired.
 (d)
    
    Adjustment for Form of Payment. The normal retirement benefit payable
to the Participant who receives a form of payment other than the Single Life Annuity
will be adjusted as described in Section 4.3.
 3.2
    
    Suspension of Benefit Payments.
 (a)
    
    Benefit Commencement Date. The delayed retirement benefit will be
payable on the first day of each month beginning on the Participants Delayed
Retirement Date.(b)
    
    Notice to Participants who Delay Retirement.
 (1)
    
    The Committee shall furnish any Participant whose employment
with the Employer or any Controlled Group member continues beyond his Normal
Retirement Date (or resumes his employment after his Normal Retirement Date,
but prior to commencement of the payment of his retirement benefit) with the
notification described in 29 CFR Section 2530.203-3. Upon such Participants
subsequent termination of employment, his retirement benefit payable pursuant
to Article IV shall be increased to the extent required, if at all, under such
Regulations as provided in Subsection (2) below to avoid the effecting of a
prohibited forfeiture of benefits by reason of the suspension of benefits
during such Participants post Normal Retirement Date employment.
 (2)
    
    A Participant described in Subsection (b)(1) above shall be
entitled to a retirement benefit equal to the greater of:
 (A)
    
    His Accrued Benefit determined pursuant to the
applicable provisions of the Plan through the date of his subsequent
termination of employment, or
 (B)
    
    The Actuarial Equivalent of his Accrued Benefit
payable at his Normal Retirement Date.
  15




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(3)
    
    Further, such Participants retirement benefit payable pursuant
to Subsection 3.2(b) shall be increased to the extent required, if at all,
under Section 401(a)(9)(C)(iii) of the Code in the event his employment or
reemployment continues after April of the year immediately following the year
he attains age 701/2.
 3.3
    
    Early Retirement.
 (a)
    
    Early Retirement Date. The Participants Earliest Retirement Date is
the first day of the month coincident with or next following the month in which he has
both reached his 55th birthday and completed 10 Years of Vesting Service.
The Participants Early Retirement Date will be the first day of the month on or after
his Earliest Retirement Date and before his Normal Retirement Date, when he actually
retires.
 (b)
    
    Amount of Early Retirement Benefit. The Participant who retires before
his Normal Retirement Date and elects to begin receiving his benefits early, will
receive a monthly retirement benefit in the amount he could have received as a normal
retirement benefit under Section 3.1, with no reduction for early payment. In addition,
if the Participants Early Retirement Date occurs on or after the Participants
59th birthday, a Social Security Supplement will be payable equal to eighty
percent (80%) of the primary monthly Social Security benefit which the Committee
estimates the Participant will be entitled to receive at the Participants Social
Security Retirement Age. Participants retiring after age 59 but prior to age 60 shall
not begin to receive a Social Security Supplement until reaching age 60. Social
Security Supplement payments shall be payable through the month in which the
Participant attains his Social Security Retirement Age; however, in no event shall more
than 24 monthly Social Security Supplement payments be made.
 (c)
    
    Benefit Commencement Date. The Accrued Benefit of the Participant who
retires early will be payable on the first day of each month beginning on his Normal
Retirement Date, unless he elects to begin payments on an earlier date.
 (d)
    
    Adjustment for Form of Payment. The early retirement benefit payable to
the Participant who receives a form of payment other than the Single Life Annuity will
be adjusted as described in Section 4.3.
 3.4
    
    Delayed Retirement.
 (a)
    
    Delayed Retirement Date. The delayed retirement date of the Participant
who continues Employment after his Normal Retirement Date will be the first day of the
month following the month in which he actually retires.
  16




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(b)
    
    Amount of Delayed Retirement Benefit. The Participant who retires on
his delayed retirement date will receive a monthly delayed retirement benefit in an
amount calculated under Subsection 3.1(b) as of his delayed retirement date. In
addition, if a Participants delayed retirement date occurs before his Social
Security Retirement Age, a Social Security supplement will be payable to such
Participant in accordance with Section 3.1(b)(4). The Participant who continues
active Employment after age 701/2 will receive the greater of (i) continued accruals,
or (ii) an Actuarial Equivalent increase in his Accrued Benefit for the period
between April 1 following the year in which he reaches age 701/2 and his delayed
retirement date.
 3.5
    
    Termination of Employment.
 (a)
    
    Eligibility for Benefits. Each Participant will become fully vested in
his Accrued Benefit as of the date he completes 5 Years of Vesting Service.
 (1)
    
    Nonvested Termination. The Participant who terminates
Employment before he completes 5 Years of Vesting Service and before he reaches
Normal Retirement Age will not receive any benefits under this Plan unless he
resumes Employment and becomes vested.
 (2)
    
    Vested Termination. The Participant who terminates
Employment after he has completed at least 5 Years of Vesting Service, for any
reason other than retirement, disability or death, will be entitled to the
monthly vested termination benefit described in Subsection (b).
 (b)
    
    Amount of Vested Termination Benefit. The vested Participant who
terminates Employment will receive a vested termination benefit beginning on his Normal
Retirement Date in the amount of his Accrued Benefit. However, the Participant may
elect to begin receiving his benefits on the first day of any month coincident with or
following his 55th birthday, and his benefit will be reduced for early
payment by 1/180 for each of the first sixty (60) months and further reduced by 1/360
for each of the next sixty (60) months by which his Benefit Commencement Date precedes
his Normal Retirement Date.
 (c)
    
    Benefit Commencement Date. The vested termination benefit will be
payable on the first day of each month beginning on the Participants Normal Retirement
Date, unless he is eligible and elects to begin receiving benefits on an earlier
Benefit Commencement Date.
 (d)
    
    Adjustment for Form of Payment. The vested termination benefit payable
to the Participant who receives a form of payment other than the Single Life Annuity
will be adjusted as described in Section 4.3.
 3.6
    
    Disability Retirement.
 (a)
    
    Eligibility. The Participant who incurs a Disability will be entitled
to the retirement benefit described in this Section. The Participant must qualify for
coverage under the Employers long term disability plan and must apply to receive
Social Security disability benefits under the Social Security Act.
  17




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##### 



(b)
    
    Amount of Retirement Benefit. The Participant who retires because of a
Disability before age 60 will receive a monthly benefit in the amount he would have
received as a normal retirement benefit under Section 3.1, calculated as if (i) his
Employment had continued for purposes of Vesting Service and Benefit Service during the
period he receives payments from the Employers long term disability plan, and (ii) his
Compensation for the October 1 on or preceding his Disability commencement date had
remained constant. Notwithstanding the foregoing, the Participants retirement benefit
will not be less than the disability benefit he received from the Employers long term
disability plan. The Disabled Participant who has at least 10 Years of Vesting Service
may elect to begin receiving his benefits on an Early Retirement Date, in lieu of a
Disability Retirement.
 (c)
    
    Benefit Commencement Date. The retirement benefit will be payable to
the Disabled Participant on the first day of each month beginning on or following his
attainment of age 60. If he is eligible, he may elect to begin receiving benefits on an
Early Retirement Date, in lieu of a Disability Retirement.
 (d)
    
    Recovery and Resumption of Employment. The Disabled Participant who
recovers and resumes Employment within the time required under rules adopted by the
Committee and uniformly applied, and remains in Employment for at least one full year
or resumes his Disability within one year, will be treated as if (i) his Employment had
continued for purposes of Vesting Service and Benefit Service, and (ii) his
Compensation for the October 1 on or preceding his Disability commencement date had
remained constant throughout his period of Disability. With respect to a Disabled
Participant who recovers and resumes Employment, but whose Compensation upon
reemployment is less than that which the Disabled Participant received for the October
1 on or preceding his Disability, such Disabled Participant will be treated as if his
Compensation for the October 1 on or preceding his Disability commencement date was
still in effect upon reemployment.
 (e)
    
    Forfeiture of Disability Status. The Participant will not be entitled
to the benefits described in this Section if his Disability results from any of the
following: (i) continuing abuse of drugs or alcohol that is not protected under the
Americans with Disabilities Act; (ii) injury or disease sustained while willfully
participating in acts of violence, riots, civil insurrections or while committing a
felony; (iii) injury or disease sustained while serving in any armed forces or as the
result of warfare; (iv) injury or disease sustained after termination of Employment;
(v) injury or disease sustained while working for anyone other than an Employer, which
is directly attributable to such employment; or (vi) intentional, self-inflicted
injury.
  18




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3.7
    
    Reemployment.
 (a)
    
    Effect of Reemployment.
 (1)
    
    In the event a Participant to whom payment of his retirement
benefit under the Plan has commenced is reemployed by an Employer or a
Controlled Group member, whether or not as an Employee, payment of his
retirement benefit shall not be interrupted or otherwise adversely affected,
but shall be subject to the terms and conditions of this Section 3.7.
 (2)
    
    In the event a Participant is reemployed by an Employer or
Controlled Group member, whether or not as an Employee, before payment of his
retirement benefit has commenced, his benefit shall not commence during his
period of reemployment, but shall be subject to the terms and conditions of
Section 3.2.
 (b)
    
    Reemployment After Receipt of Monthly Payments. If a Participant
described in Subsection (a)(1) above is reemployed as an Employee he shall resume
benefit accruals pursuant to the applicable provisions of the Plan, subject to the
modifications required by this Section 3.7. In this regard, the benefit accrual of such
Participant during his reemployment shall be determined at the end of such period of
reemployment to be the excess, if any, of the amount determined pursuant to the
applicable provisions of the Plan over the Actuarial Equivalent of the Participants
Accrued Benefit as of his Benefit Commencement Date. Any such excess shall be applied
as of the first retirement benefit payment after the Participants period of
reemployment to increase such retirement benefit payment and each payment thereafter in
the annuity form in which such Participants retirement benefit is being paid, together
with an actuarial adjustment, if necessary, adequate to satisfy the requirements of
Section 411(a) of the Code and 29 CFR Section 2530.203-3 concerning the delay in
payment of the amount of such increase. In the event such Participants reemployment
continues after April 1 of the year immediately following the year in which he attains
age seventy and one-half (701/2), an actuarial adjustment, if necessary, adequate to
satisfy the requirements of Section 401(a)(9)(C)(iii) of the Code with respect to the
delay in payment of the amount of such increase for periods after such April 1 shall be
applied. In no event shall retirement benefit payments made prior to the date of such
Participants reemployment or during his period of reemployment be taken into account
with respect to his benefit accruals or retirement benefits payable after his
reemployment or after his subsequent termination of employment.
  19




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##### 



ARTICLE 4
Payment of Benefits
 4.1
    
    Normal Form of Payment.
 (a)
    
    Unmarried Participant. The normal form of benefit payable to the
unmarried Participant will be the Single Life Annuity described in Subsection 4.3(a).
The Participant may elect any optional form described in Section 4.3.
 (b)
    
    Married Participant. The normal form of benefit payable to the married
Participant will be the Qualified Joint and Survivor Annuity described in Subsection
4.3(b). The Qualified Joint and Survivor Annuity is a reduced monthly benefit beginning
on the Participants Benefit Commencement Date and payable throughout his lifetime,
with 50% of that monthly amount continuing for life to his surviving Spouse, beginning
on the first day of the month following the month in which his date of death occurs. In
the event the Participants benefit had been subject to the Code Section 415 limitation
described in Section 6.1, the Plan will calculate the amount payable to the surviving
Spouse on the basis of the amount the Participant would have received if his benefit
had not been subject to that limitation; provided that the Spouses benefit will not
exceed 100 percent of the amount the Participant had received. The Participant may
elect any optional form described in Section 4.3 but only if he has his Spouses
written consent obtained under the procedures described in Section 4.2.
 4.2
    
    Election Procedures.
 (a)
    
    General Rules.
 (1)
    
    Except as provided in Subsections (a)(2) and (a)(3) below,
within the period of time commencing 180 days (effective January 1, 2008) and
ending thirty (30) days prior to his Benefit Commencement Date, the Committee
shall give each Participant a written notice that Plan benefits thereafter
payable will be in the form of a joint and survivor annuity under Section
4.1(b) in the case of a married Participant unless the Participant makes a
Qualified Election within the applicable Election Period to receive Plan
benefits payable under the Plan in another form. In the case of a Participant
who is not married, the notice shall inform him that Plan benefits will be paid
in the form of an applicable life annuity under Section 4.1(a) unless a
Qualified Election is made for another form of benefit payable under the Plan.
Such notice shall also provide written explanation of (i) the terms and
conditions of the applicable standard form of annuity; (ii) the Participants
right to make and the effect of, an election to waive the applicable standard
annuity form of benefit; (iii) the relative values of the applicable optional
forms of benefit available; (iv) the rights of a Participants Spouse; (v) the
right to make, and the effect of, a revocation of a previous election to waive
the applicable standard form of annuity; (vi) if applicable, his right to defer
his Benefit Commencement
Date; and (vii) if applicable, his right to a Direct Rollover pursuant to
Section 4.4(c).
  20




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(2)
    
    In the event the written notice described in Subsection (a)(1)
above is provided to a Participant before his Benefit Commencement Date but
less than thirty (30) days prior to such date, such Participant (with the
consent of his Spouse, if he is married) may elect, on a properly completed
election form provided by the Committee, to waive the minimum thirty (30) day
notice period described in Subsection (a)(1) above, provided the following
conditions are met:
 (A)
    
    The Committee provides descriptive information
to the Participant clearly indicating that he has the right to at least
thirty (30) days to consider whether to waive the applicable standard
form of annuity and elect an alternative form of benefit available to
him under the Plan;
 (B)
    
    The Participant is permitted to revoke an
election made pursuant to Paragraph (A) above at least until the
Benefit Commencement Date, or, if later, at any time prior to the
expiration of the seven (7)-day period which begins on the day
immediately following the date the written notice described in
Subsection (a)(1) above is provided to the Participant and distribution
in accordance with such election does not commence prior to the
expiration of such seven (7)-day period; and
 (C)
    
    The Participants Benefit Commencement Date is
after the date such written notice is provided to the Participant.
  (3)
    
    In accordance with the conditions and requirements of this
Subsection (a)(3) and of Section 417(a)(7) of the Code and the Treasury
Regulations promulgated thereunder, a Participant who is eligible to do so may
elect a retroactive Benefit Commencement Date with respect to the distribution
of his retirement benefit. For purposes of the Plan, a retroactive Benefit
Commencement Date (RASD) means an Benefit Commencement Date affirmatively
elected by a Participant which is on or before the date the written notice
described in Subsection (a)(1) above is provided to the Participant.
  21




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(A)
    
    A Participant shall be eligible to elect a RASD
only if the following requirements and conditions are met:
 (i)
    
    The Participant has requested the
written notice described in Subsection (a)(1) above prior to his
Benefit Commencement Date and, solely due to administrative
delay, such written notice is provided to the Participant on or
after his Benefit Commencement Date;
 (ii)
    
    The Participants retirement
benefit payments have not commenced;
 (iii)
    
    The Participants elected RASD
is not prior to the date of his Termination Date;
 (iv)
    
    The Participants Spouse
(including an alternate payee who is treated as such Spouse
under an order the Committee has determined to be a qualified
domestic relations order), determined as if the date
distributions are to commence was the Participants Benefit
Commencement Date, consents to the distribution in a Qualified
Election; provided, however, such spousal consent is not
applicable if the amount of the survivor annuity payments for
such Spouse under the RASD election are not less than the amount
of the survivor annuity payments for such Spouse under the
applicable standard form of annuity with an Benefit Commencement
Date after the date the written notice described in Subsection
(c)(1) above is provided to the Participant;
 (v)
    
    Any distribution (including
appropriate interest adjustments) based on the RASD must satisfy
the requirements of Section 415 of the Code if the date the
distribution is to commence is substituted for the Benefit
Commencement Date for all purposes, including for purposes of
determining the applicable interest rate and the applicable
mortality table as described in Subsection 1.2(b); provided,
however, satisfaction of such requirement is not required in the
case of a distribution in the form of an annuity described in
Section 4.1 or Section 4.3 and the date such distribution is to
commence in any such form is twelve (12) months or less from the
RASD; and
 (vi)
    
    In the case of a form of
retirement benefit distribution which would have been subject to
the present value requirements of Section 417(e)(3) of the Code
if such distribution had actually commenced as of the RASD, such
distribution must be not less than the retirement benefit
produced by application of the applicable interest rate and
the applicable mortality table as described in Subsection
1.2(b) determined as of the date distribution is to commence
to the annuity form which corresponds to the annuity form used
to determine the retirement benefit amount as of the RASD.
  22




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##### 



(B)
    
    The future payments of retirement benefit to
the Participant must be the same as the future payments of retirement
benefit which would have been paid to the Participant if such payments
had actually commenced on the RASD and the Participant must receive a
make-up payment to reflect the missed payment or payments for the
period between the RASD and the date of the actual make-up payment
(with an appropriate adjustment for interest at the applicable interest
rate as described in Subsection 1.2(b) for such period on such missed
payment or payments);
 (C)
    
    The written notice described in Subsection
(a)(1) above must generally be provided to the Participant not less
than 30 days nor more than 180 days (effective January 1, 2008) prior
to the date of the first payment pursuant to the Participants election
of an RASD and such election must be made after such written notice is
provided but on or prior to the date of such first payment; provided,
however, such written notice may be provided less than 30 days prior to
the date of such first payment if the requirements of Subsection (a)(2)
above would be satisfied when such date is substituted for the Benefit
Commencement Date in applying the requirements of such Subsection other
than the requirements described in the final sentence of such
Subsection; and, provided, further, that, except in a case due solely
to administrative delay, the date of such first payment shall be not
more than 180 days (effective January 1, 2008) after such written
notice is provided to the Participant.
 (4)
    
    For purposes of this Subsection 4.2(a), the following defined
terms have the meanings provided below where such terms are used in the
initially capitalized form:
 (A)
    
    The term Election Period shall mean, subject
to the modifications under certain circumstances described in
Subsections (a)(2) and (a)(3) above, the 180-day period (effective
January 1, 2008) ending on the Participants Benefit Commencement Date.
  23




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##### 



(B)
    
    The term Qualified Election shall mean an
election to waive the applicable standard form of annuity, and,
effective January 1, 2008, to elect or waive the Qualified Optional
Survivor Annuity.
The Participants election must be in writing and, if he is married,
must be consented to by his Spouse. The Spouses consent to an
election must acknowledge the applicable standard form of annuity and
the Spouse must acknowledge such consent before a notary public or
Plan representative. The waiver must state the specific beneficiary
applicable (including any class of beneficiaries). Such election may
not be changed without further spousal consent. Notwithstanding this
consent requirement, if the Participant establishes to the
satisfaction of the Committee that such written consent may not be
obtained because there is no Spouse or the Spouse cannot be located,
an election will be deemed a Qualified Election. Also, if the
Participant is legally separated or has been abandoned (within the
meaning of applicable law) and the Participant has a court order to
such effect, spousal consent is not required. Any consent necessary
under this Subsection (4)(B) will be valid only with respect to the
Spouse who signs the consent, or in the event of a deemed Qualified
Election, the designated Spouse. Additionally, a revocation of a
prior election may be made by a Participant without the consent of
the Spouse at any time during the applicable Election Period. The
number of revocations shall not be limited. Any new election of an
optional form of benefit will require new spousal consent. The
preceding sentence shall not apply if such election is back to the
applicable standard form of annuity.
 (b)
    
    Election of 100%, 75% or 50% Joint and Survivor Annuity. The married
Participant may elect to receive a 100%, 75% or 50% Joint and Survivor Annuity with his
Spouse as his joint annuitant, and he will not be required to have his Spouses consent
to make the election.
 (c)
    
    Election Concerning Form of Benefit. Any Participant who would
otherwise receive the standard form of benefit described in Section 4.1 may elect not
to take his benefit in such form by properly executing and filing the benefit election
form prescribed by the Committee during the Election Period described in Subsection
4.2(a)(4)(A) as a Qualified Election as described in Subsection 4.2(a)(4)(B).
 (d)
    
    Election. Notwithstanding any provision of the Plan to the contrary,
but subject to Section 4.6 of the Plan, a Participant, other than a Participant whose
present value of his vested Accrued Benefit is not in excess of $1,000, must file a
claim for benefits in the manner prescribed by the Committee before payment of his
benefits will commence. In the event that the requirement in the preceding sentence
delays the commencement of payment of a Participants benefits to a date after his
Normal Retirement Date, such Participants benefit shall not be less than the Actuarial
Equivalent of his Accrued Benefit payable at his Normal Retirement Date.
  24




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4.3
    
    Description of Forms of Payment. The value of each of the following forms of payment will be
the Actuarial Equivalent of the benefit that would be payable to the Participant as a Single
Life Annuity.
 (a)
    
    Single Life Annuity. The Single Life Annuity is a monthly benefit in
the amount determined under the applicable provision of Article 3, beginning on the
Participants Benefit Commencement Date and payable throughout his lifetime, ending
with the last payment due on the first day of the month preceding the month in which
his death occurs.
 (b)
    
    Joint and Survivor Annuity. The Joint and Survivor Annuity is a reduced
monthly benefit beginning on the Participants Benefit Commencement Date and payable
throughout his lifetime, with either 30%, 40%, 50%, 75% or 100%, as elected by the
Participant, of that monthly amount continuing for life to his surviving joint
annuitant, beginning on the first day of the month in which the Participants date of
death occurs. If the designated joint annuitant predeceases the Participant while the
Participant is receiving retirement payments, then, the Participants monthly benefit
will increase to the amount he would have been receiving under the Plan had the
Participant originally elected the Single Life Annuity. This increase is effective the
first day of the month after the death of the Participants designated joint annuitant.
 4.4
    
    Cash-Out.
 (a)
    
    Vested Participant. As soon as practicable after the Termination Date
of the Participant whose Accrued Benefit has a present value not greater than $1,000,
the Committee will pay his entire benefit in the form of a lump sum payment. In the
event benefit payments have begun to a Participant or surviving Spouse, and the Accrued
Benefit had a present value no greater than $1,000 as of the Benefit Commencement Date,
the Committee will cash out the remaining benefit only if the Participant and his
Spouse, or his surviving Spouse if he is deceased, consent in writing. The Committee
need not obtain consent from a non-Spouse beneficiary.
 (b)
    
    Nonvested Participant (Zero Cash-out). Regardless of the present value
of his Accrued Benefit, each nonvested Participant will be considered to have received
a constructive cash-out of his entire Accrued Benefit as of his Termination Date. In
the event such Participant resumes Employment before he incurs a Five-Year Break, he
will be considered to have repaid his constructive cash-out as of the date he resumes
Employment.
  25




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(c)
    
    Direct Rollover of Lump Sum Payments.
 (1)
    
    The retired or terminated vested Participant who receives a
lump sum may instruct the Committee to transfer all or part of his lump sum
payment to an eligible retirement plan, as defined below. The Participant must
timely provide in writing all information required to effect the transfer.
Since the
lump sum payment will not be greater than $1,000, the Spouses consent will
not be required. A surviving Spouse or Spousal alternate payee under a
qualified domestic relations order who receives a lump sum payment may
instruct the Committee to transfer all or part of the payment to an IRA, and
must timely provide in writing all information required to effect the
transfer. A Spousal alternate payee under a qualified domestic relations
order may also roll over to another employers qualified plan. The Committee
will provide timely notice of the right to make a direct-plan transfer.
However, any lump sum payment less than $200, any payment required under
Section 401(a)(9) of the Code, and any distribution on account of hardship
shall not be eligible for direct rollover.
 (2)
    
    An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, a qualified trust described in Section 401(a) of the Code,
an annuity contract described in Section 403(b) of the Code, and an eligible
plan under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state (that agrees to separately account for amounts
transferred into such plan from this Plan) that accepts the distributees
eligible rollover distribution. Effective January 1, 2008, an eligible
retirement plan is also an individual retirement account described in Section
408A of the Code (a Roth IRA). However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity. The definition
of eligible retirement plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former spouse who is the Alternate Payee
under a qualified domestic relations order.
 4.5
    
    Effect of Death on Forms of Payment.
 (a)
    
    Death of Spouse or Beneficiary Before Benefits Begin. If the
Participants benefit is payable in any form with a survivor benefit and his Spouse or
designated beneficiary dies before his Benefit Commencement Date, the survivor form of
payment will not become effective, and he will instead receive his retirement benefit
as a Single Life Annuity unless he properly elects another form before his Benefit
Commencement Date.
 (b)
    
    Death of Participant Before Benefits Begin. If the Participants
benefit is payable in any form with a survivor benefit and he dies before his Benefit
Commencement Date, his Spouse or other beneficiary will not be entitled to any benefits
under any such form. His surviving Spouse will be entitled only to the preretirement
death benefit payable under Article 5.
  26




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(c)
    
    Death of Spouse or Beneficiary After Benefits Begin. If the
Participants benefit has begun in any form with a survivor benefit and his Spouse or
other beneficiary
dies before he does, then, the Participants monthly benefit will increase to the
amount he would have been receiving under the Plan had the Participant originally
elected the Single Life Annuity. This increase is effective the first day of the
month after the death of the Participants designated joint annuitant.
 (d)
    
    Death of Participant After Benefits Begin. If the Participant dies
after his benefits have begun, no death benefit will be payable except to the extent
provided under the form of benefit he was receiving.
 4.6
    
    Required Distribution Rules.
 (a)
    
    Payment to the Participant. The Plan will cash-out each Participants
Accrued Benefit, or will begin annuity payments, no later than the April 1 of the
calendar year following the later of the calendar year in which he reaches age 701/2 or
the year in which he retires, except that the Plan will make required annual payments
to any Participant who is a 5-percent owner even if he has not retired. The Plan will
pay the Accrued Benefit over a period not extending beyond the Participants lifetime
or life expectancy, or over a period not extending beyond the joint and last survivor
life expectancies of the Participant and his Spouse or other beneficiary.
 th th
 (b)
    
    Participants Death Before Benefits Begin. If the Participant dies
before his Benefit Commencement Date, the only preretirement death benefit payable
under the Plan is the benefit payable to the surviving Spouse (if any) under Article 5.
The Plan will cash-out any survivor benefit with a present value not greater than
$1,000, or will begin annuity payments of benefits with a greater present value, no
later than the end of the Plan Year during which the Participant would have reached age
701/2. Payments will cease as of the Spouses date of death.
 (c)
    
    Participants Death After Benefits Begin. If the Participant dies after
his Benefit Commencement Date, his remaining Accrued Benefit will be paid at least as
rapidly as under the method of payment in effect before his death.
 (d)
    
    Compliance with Section 401(a)(9) of the Code. The intent of this
Section is that the beginning dates and payment periods of benefits payable to each
Participant and beneficiary will be within the limitations permitted under Section
401(a)(9) of the Code and will comply with Treasury Regulations published on April 17,
2002 and June 15, 2004, as they may thereafter be amended, including the minimum
incidental death benefit requirement. If there is any discrepancy between this Section
and Section 401(a)(9) of the Code, that Code Section will prevail.
  27




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4.7
    
    Payment on Participants Behalf.
 (a)
    
    Payment to the Participants Representative. If the Participant is
incompetent to handle his affairs on his Benefit Commencement Date or thereafter, or
cannot be located after reasonable effort, the Committee will make payments to his
court-appointed personal representative, or if none is appointed the Committee may in
its discretion make payments to his next-of-kin. The Committee may request a court of
competent jurisdiction to determine the payee.
 (b)
    
    Payment to Minor or Incompetent Beneficiaries. In the event the
deceased Participants beneficiary is a minor, or is legally incompetent, or cannot be
located, the Committee will make payment to the court-appointed guardian or
representative of such beneficiary, or to a trust established for the benefit of such
beneficiary, as applicable.
 (c)
    
    Judicial Determination. In the event the Committee considers it
necessary, it may have a court of applicable jurisdiction determine to whom payments
should be made, in which event all expenses incurred in obtaining the determination may
be charged against the payee.
 4.8
    
    Unclaimed Benefits. In the event the Committee cannot locate any person entitled to receive
the Participants vested Accrued Benefit, with reasonable effort and after a period of five
years, his interest will be canceled but will be reinstated within 60 days after he is
located, as required under Treasury Regulations Section 1.401(a)-14(d) or any other applicable
law. The Committee will pay any required retroactive payment in a single sum without
adjustment for interest.
 4.9
    
    Correction of Mistakes. In the event the Committee discovers that a mistake has been made in
the calculation of the benefit amount payable to any Participant or beneficiary, it will
correct the mistake as soon as practicable. If an overpayment in monthly payments has been
made, the Committee will reduce future monthly benefit payments to the extent necessary to
recover the overpayment within a reasonable period of time. If an overpayment has been made in
a lump sum, the Committee will seek cash reimbursement. If an underpayment in monthly payments
has been made, the Committee either will pay the Actuarial Equivalent present value of the
underpayment in a single sum, or will increase future monthly benefit payments to the extent
necessary to pay Actuarial Equivalent present value of the underpayment within a reasonable
period of time. If an underpayment has been made in a lump sum, the Committee will pay the
Actuarial Equivalent present value of the underpayment in a single sum. However, if the
Committee determines that the burden or expense of seeking recovery of any overpayment would
be greater than the potential recovery warrants, it may in its discretion forego recovery
efforts. If a mistake in any communication creates a risk of loss to any Participant or
beneficiary, the Plan will take reasonable steps to mitigate such risk, such as making de
minimis variances from Plan provisions (including but not limited to forms and timing of
payment), to the extent any such variance would comply with applicable qualification
requirements if it were set forth in written provisions of the Plan.
  28




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ARTICLE 5
Preretirement Death Benefits
 5.1
    
    Married Vested Participant. The surviving Spouse of the vested Participant who dies before
his Benefit Commencement Date will receive the monthly preretirement death benefit described
in this Section.
 (a)
    
    Coverage for Surviving Spouse Only. The preretirement death benefit
coverage will become effective on the later of (i) the date the Participant becomes
vested, or (ii) the date he becomes married. The coverage will remain in effect until
the earlier of (i) the date the Participant becomes unmarried for any reason, (ii) the
Participants date of death, or (iii) the Benefit Commencement Date. The coverage will
remain in effect whether or not the Participant continues in Employment. The Plan will
provide the death benefit without any charge for the cost of coverage and without
reduction in the benefit payable to the Participant or surviving Spouse to account for
the cost of coverage.
 (b)
    
    Amount of Spouses Preretirement Death Benefit. If the present value of
the survivor benefit is not greater than $1,000, the Committee will pay the entire
benefit to the surviving Spouse in a lump sum payment. Otherwise, the surviving Spouse
will receive a monthly benefit equal to the amount that would have been payable to the
Participant as a Single Life Annuity, based on his Accrued Benefit earned as of his
date of death. The Plan will apply the Code Section 415 limitations described in
Section 6.1 to the Spouses benefit as if the Spouse were the Participant. In the event
the surviving Spouse elects to begin receiving benefits before the date that would have
been the Participants Normal Retirement Date if he had survived, the amount of the
benefit will be reduced by the early retirement reduction factor described in
Subsection 3.3(b) if any.
 (c)
    
    Beginning Date of Spouses Preretirement Death Benefit. The
preretirement death benefit will normally become payable to the surviving Spouse on the
date that would have been the Participants Normal Retirement Date if he had survived.
However, the surviving Spouse of the Participant who dies before his Earliest
Retirement Date may elect to begin receiving benefits on the date that would have been
the Participants Earliest Retirement Date if he had survived. The surviving Spouse of
the Participant who dies after his Earliest Retirement Date may elect to begin
receiving benefits as of the first day of the month following the month in which the
Participants date of death occurs. Benefit payments will be made as of the first day
of each month, with the final payment due on the first day of the month preceding the
month in which the Spouses death occurs.
 5.2
    
    Unmarried Participant or Nonvested Participant. The Participant who either does not have a
surviving Spouse, or is not vested on his date of death, will not have any preretirement death
benefit coverage under the Plan.
  29




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ARTICLE 6
Limitations on Benefit Amounts
 6.1
    
    Limitations Imposed by Section 415 of the Internal Revenue Code:
 (a)
    
    The limitations of this Section 6.1 shall apply on and after January 1, 2008,
except as otherwise provided herein.
 (b)
    
    The Annual Benefit otherwise payable to a Participant under the Plan at any
time shall not exceed the Maximum Permissible Benefit. If the benefit the Participant
would otherwise accrue in a Limitation Year would produce an Annual Benefit in excess
of the Maximum Permissible Benefit, the benefit shall be limited (or the rate of
accrual reduced) to a benefit that does not exceed the Maximum Permissible Benefit.
 (c)
    
    If the Participant is, or has ever been, a participant in another qualified
defined benefit plan (without regard to whether the plan has been terminated)
maintained by the employer or a predecessor employer, the sum of the Participants
Annual Benefits from all such plans may not exceed the Maximum Permissible Benefit.
Where the Participants employer-provided benefits under all such defined benefit plans
(determined as of the same age) would exceed the Maximum Permissible Benefit applicable
at that age, the maximum monthly retirement income applicable to all such defined
benefit plans of the employer shall be determined and allocated on a pro rata basis in
proportion to the actuarially equivalent amount of retirement income otherwise accrued
under each such defined benefit plan so that the Maximum Permissible Benefit is not
exceeded.
 (d)
    
    The application of the provisions of this section shall not cause the Maximum
Permissible Benefit for any Participant to be less than the Participants accrued
benefit under all the defined benefit plans of the employer or a predecessor employer
as of the end of the last Limitation Year beginning before July 1, 2007 under
provisions of the plans that were both adopted and in effect before April 5, 2007. The
preceding sentence applies only if the provisions of such defined benefit plans that
were both adopted and in effect before April 5, 2007 satisfied the applicable
requirements of statutory provisions, regulations, and other published guidance
relating to Section 415 of the Internal Revenue Code in effect as of the end of the
last Limitation Year beginning before July 1, 2007, as described in Treasury
Regulations Section 1.415(a)-1(g)(4).
 (e)
    
    The limitations of this Section 6.1 shall be determined and applied taking into
account the rules in Subsection (g) below.
  30




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(1)
    
    Annual Benefit shall mean a benefit that is payable annually
in the form of a straight life annuity. Except as provided below, where a
benefit is payable in a form other than a straight life annuity, the benefit
shall be adjusted to an actuarially equivalent straight life annuity that
begins at the
same time as such other form of benefit and is payable on the first day of
each month, before applying the limitations of this Section 6.1. For a
Participant who has or will have distributions commencing at more than one
annuity starting date, the Annual Benefit shall be determined as of each
such annuity starting date (and shall satisfy the limitations of this
Section 6.1 as of each such date), actuarially adjusting for past and future
distributions of benefits commencing at the other annuity starting dates.
For this purpose, the determination of whether a new starting date has
occurred shall be made without regard to Section 1.401(a)-20, Q&A 10(d), and
with regard to Treasury Regulation Section 1.415(b)-1(b)(1)(iii)(B) and (C).
    (A)
    
    Benefit Forms Not Subject to
Section 417(e)(3) of the Internal Revenue Code: The straight life
annuity that is actuarially equivalent to the Participants form of
benefit shall be determined under this subsection (i) if the form of
the Participants benefit is either (1) a nondecreasing annuity (other
than a straight life annuity) payable for a period of not less than the
life of the Participant (or, in the case of a qualified pre-retirement
survivor
annuity, the life of the surviving spouse), or (2) an annuity that
decreases during the life of the Participant merely because of (a)
the death of the survivor annuitant (but only if the reduction is not
below 50% of the benefit payable before the death of the survivor
annuitant), or (b) the cessation or reduction of Social Security
supplements or qualified disability payments (as defined in
Section 401(a)(11) of the Code).
  31




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(I)
    
    Limitation Years beginning
before July 1, 2007. For Limitation Years beginning before
July 1, 2007, the actuarially equivalent straight life annuity is
equal to the annual amount of the straight life annuity
commencing at the same annuity starting date that has the same
actuarial present value as the Participants form of benefit
computed using whichever of the following produces the greater
annual amount: (i) the interest rate specified in Section 1.2(a)
of the Plan (which is 71/2% compounded annually and is hereinafter
referred to as the Plan Interest Rate) and the mortality table
(or other tabular factor) specified in Section 1.2(a) of the Plan
(which is the 1983 Group Annuity Mortality Table, assuming the
Participant is male and the contingent annuitant is female, and
is hereinafter referred to as the Plan Mortality Table) for
adjusting benefits in the same form; and (ii) a 5 percent
interest rate assumption and the applicable mortality table
prescribed in Revenue Ruling 2001-62 for that annuity starting
date.
 (II)
    
    Limitation Years beginning on
or after July 1, 2007. For Limitation Years beginning on or
after July 1, 2007, the actuarially equivalent straight life
annuity is equal to the greater of (i) the annual amount of the
straight life annuity (if any) payable to the Participant under
the Plan commencing at the same annuity starting date as the
Participants form of benefit; and (ii) the annual amount of the
straight life annuity commencing at the same annuity starting
date that has the same actuarial present value as the
Participants form of benefit, computed using a 5 percent
interest rate assumption and the Applicable Mortality Table
defined in Section 1.2(b)(1) of the Plan for that annuity
starting date.
  32




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(B)
    
    Benefit Forms Subject to Section 417(e)(3)
of the Internal Revenue Code: The straight life annuity that is
actuarially equivalent to the Participants form of benefit shall be
determined under this subsection (ii) if the form of the Participants
benefit is other than a benefit form described in Subsection (A) above.
In this case, the
actuarially equivalent straight life annuity shall be determined as
follows:
 (I)
    
    Annuity Starting Date in Plan
Years Beginning After 2005. If the annuity starting date of
the Participants form of benefit is in a Plan Year beginning
after 2005, the actuarially equivalent straight life annuity is
equal to the greatest of (i) the annual amount of the straight
life annuity commencing at the same annuity starting date that
has the same actuarial present value as the Participants form of
benefit, computed using the Plan Interest Rate specified in
Section 1.2(a) of the Plan and the Plan Mortality Table (or other
tabular factor) specified in Section 1.2(a) of the Plan for
adjusting benefits in the same form; (ii) the annual amount of
the straight life annuity commencing at the same annuity starting
date that has the same actuarial present value as the
Participants form of benefit, computed using a 5.5 percent
interest rate assumption and the applicable mortality table
prescribed in Revenue Ruling 2001-62; and (iii) the annual amount
of the straight life annuity commencing at the same annuity
starting date that has the same actuarial present value as the
Participants form of benefit, computed using the applicable
interest rate defined in the Plan for that annuity starting date
and the applicable mortality table prescribed in Revenue Ruling
2001-62, divided by 1.05.
 (II)
    
    Annuity Starting Date in Plan
Years Beginning in 2004 or 2005. If the annuity starting
date of the Participants form of benefit is in a Plan Year
beginning in 2004 or 2005, the actuarially equivalent straight
life annuity is equal to the annual amount of the straight life
annuity commencing at the same annuity starting date that has the
same actuarial present value as the Participants form of
benefit, computed using whichever of the following produces the
greater annual amount: (i) the Plan Interest Rate specified in
Section 1.2(a) of the Plan and the Plan Mortality Table (or other
tabular factor) specified in Section 1.2(a) of the Plan for
adjusting benefits in the same form; and (ii) a 5.5 percent
interest rate assumption and the applicable mortality table
prescribed in Revenue Ruling 2001-62.
  33




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(2)
    
    IRC 415 Compensation shall mean wages, salaries, and fees for
professional services 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 Employer maintaining the Plan to the extent that
the amounts are includible in gross income
(including, but not limited to, commissions paid salespersons, compensation
for services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or
other expense allowances under a nonaccountable plan [as described in
Section 1.62-2(c) of the Treasury regulations]), and excluding the
following:
 (A)
    
    Employer contributions (other than elective
contributions described in Sections 402(e)(3), 408(k)(6),
408(p)(2)(A)(i), or 457(b) of the Code) to a plan of deferred
compensation (including a simplified employee pension described in
Section 408(k) or a simple retirement account described in
Section 408(p) of the Code, and whether or not qualified) to the extent
such contributions are not includible in the Employees gross income
for the taxable year in which contributed, and any distributions
(whether or not includible in gross income when distributed) from a
plan of deferred compensation (whether or not qualified), other than,
amounts received during the year by an Employee pursuant to a
nonqualified unfunded deferred compensation plan to the extent
includible in gross income;
 (B)
    
    Amounts realized from the exercise of a
nonstatutory stock option (that is, an option other than a statutory
stock option as defined in Treasury Regulations Section 1.421-1(b)), or
when restricted stock (or property) held by the Employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture;
 (C)
    
    Amounts realized from the sale, exchange or
other disposition of stock acquired under a statutory stock option;
 (D)
    
    Other amounts that receive special tax
benefits, such as premiums for group-term life insurance (but only to
the extent that the premiums are not includible in the gross income of
the Employee and are not salary reduction amounts that are described in
Section 125 of the Code); and
 (E)
    
    Other items of remuneration that are similar to
any of the items listed in (A) through (D).
   34




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1 2
 (A)
    
    The payment is 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 differential), commissions, bonuses, or other similar
payments, and, absent a severance from employment, the payments would
have been paid to the Employee while the Employee continued in
employment with the Employer;
 (B)
    
    The payment is for unused accrued bona fide
sick, vacation or other leave that the Employee would have been able to
use if employment had continued; or
 (C)
    
    The payment is received by the Employee
pursuant to a nonqualified unfunded deferred compensation plan and
would have been paid at the same time if employment had continued, but
only to the extent includible in gross income.
 1 2
  35




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##### 



(3)
    
    Defined Benefit Compensation Limitation shall mean 100
percent of a Participants High Three-Year Average Compensation, payable in the
form of a straight life annuity.
   36




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##### 



(4)
    
    Defined Benefit Dollar Limitation shall mean, effective for
Limitation Years ending after December 31, 2001, $160,000, automatically
adjusted under Section 415(d) of the Internal Revenue Code effective January 1
of each year, and payable in the form of a straight life annuity. The new
limitation shall apply to Limitation Years ending with or within the calendar
year of the date of the adjustment, but a Participants benefits shall not
reflect the adjusted limit prior to January 1 of that calendar year. The
automatic annual adjustment of the Defined Benefit Dollar Limitation shall
apply to Participants who have had a separation from employment.
 (5)
    
    employer shall mean the employer that adopts this Plan, and
all members of a controlled group of corporations, as defined in
Section 414(b) of the Code, as modified by Section 415(h) of the Code, all
commonly controlled trades or businesses (as defined in Section 414(c) of the
Code, as modified, except in the case of a brother-sister group of trades or
businesses under common control, by Section 415(h) of the Code), or affiliated
service groups (as defined in Code 414(m) of the Code) of which the adopting
employer is a part, and any other entity required to be aggregated with the
employer pursuant to Section 414(o) of the Code.
  37




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##### 



(6)
    
    Formerly Affiliated Plan of the Employer shall mean a plan
that, immediately prior to the cessation of affiliation, was actually
maintained
by the employer and, immediately after the cessation of affiliation, is not
actually maintained by the employer. For this purpose, cessation of
affiliation means the event that causes an entity to no longer be considered
the employer, such as the sale of a member of the controlled group of
corporations, as defined in Section 414(b) of the Code, as modified by
Section 415(h), to an unrelated corporation, or that causes a plan to not
actually be maintained by the employer, such as transfer of plan sponsorship
outside a controlled group.
 (7)
    
    High Three-Year Average Compensation shall mean the average
compensation for the three consecutive years of service (or, if the Participant
has less than three consecutive years of service, the Participants longest
consecutive period of service, including fractions of years, but not less than
one year) with the employer that produces the highest average. A year of
service with the employer is the 12-consecutive month period that begins on
January 1 of each calendar year. In the case of a Participant who is rehired
by the employer after a severance from employment, the Participants high
three-year average compensation shall be calculated by excluding all years for
which the Participant performs no services for and receives no compensation
from the employer (the break period) and by treating the years immediately
preceding and following the break period as consecutive. A Participants
compensation for a year of service shall not include compensation in excess of
the limitation under Section 401(a)(17) of the Code that is in effect for the
calendar year in which such year of service begins.
 (8)
    
    Limitation Year shall mean the calendar year unless a
different 12-month period has been elected by the employer in accordance with
regulations or rulings issued by the Internal Revenue Service. All qualified
plans maintained by the employer must use the same Limitation Year. If the
Limitation Year is amended to a different 12-consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.
 (9)
    
    Maximum Permissible Benefit shall mean the lesser of the
Defined Benefit Dollar Limitation or the Defined Benefit Compensation
Limitation (both adjusted where required as provided below).
 (A)
    
    Adjustment for Less Than 10 Years of
Participation or Service: If the Participant has less than 10
Years of Participation in the Plan, the Defined Benefit Dollar
Limitation shall be multiplied by a fraction, the numerator of which is
the number of Years (or part thereof, but not less than one year) of
Participation in the Plan, and the denominator of which is 10. In the
case of a Participant who has less than 10 Years of Service with the
employer, the Defined Benefit Compensation Limitation shall be
multiplied by a fraction, the numerator of which is the number of Years
(or part thereof, but
not less than 1 year) of Service with the employer, and the
denominator of which is 10.
  38




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##### 



(B)
    
    Adjustment of Defined Benefit Dollar
Limitation for Benefit Commencement Before Age 62 or after Age 65:
Effective for benefits commencing in Limitation Years ending after
December 31, 2001, the Defined Benefit Dollar Limitation shall be
adjusted if the annuity starting date of the Participants benefit is
before age 62 or after age 65. If the annuity starting date is before
age 62, the Defined Benefit Dollar Limitation shall be adjusted under
subsection (A) below, as modified by subsection (C) below in this
subsection (ii). If the annuity starting date is after age 65, the
Defined Benefit Dollar Limitation shall be adjusted under subsection
(2) below, as modified by subsection (C) below in this subsection (B).
 (I)
    
    Adjustment of Defined Benefit
Dollar Limitation for Benefit Commencement Before Age 62:
 (1)
    
    Limitation
Years Beginning Before July 1, 2007. If the annuity
starting date for the Participants benefit is prior to
age 62 and occurs in a Limitation Year beginning before
July 1, 2007, the Defined Benefit Dollar Limitation for
the Participants annuity starting date is the annual
amount of a benefit payable in the form of a straight
life annuity commencing at the Participants annuity
starting date that is the actuarial equivalent of the
Defined Benefit Dollar Limitation (adjusted for Years of
Participation less than 10, if required) with actuarial
equivalence computed using whichever of the following
produces the smaller annual amount: (i) the Plan Interest
Rate specified in Section 1.2(a) of the Plan and the Plan
Mortality Table (or other tabular factor) specified in
Section 1.2(a) of the Plan; or (ii) a 5-percent interest
rate assumption and the applicable mortality table as
prescribed in Revenue Ruling 2001-62.
  39




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##### 



(2)
    
    Limitation
Years Beginning on or After July 1, 2007.
 (i)
    
    Plan Does Not Have Immediately Commencing
Straight Life Annuity Payable at Both Age 62 and
the Age of Benefit Commencement. If the
annuity starting date for the Participants
benefit is prior to age
62 and occurs in a Limitation Year beginning
on or after July 1, 2007, and the Plan does
not have an immediately commencing straight
life annuity payable at both age 62 and the
age of benefit commencement, the Defined
Benefit Dollar Limitation for the
Participants annuity starting date is the
annual amount of a benefit payable in the form
of a straight life annuity commencing at the
Participants annuity starting date that is
the actuarial equivalent of the Defined
Benefit Dollar Limitation (adjusted for Years
of Participation less than 10, if required)
with actuarial equivalence computed using a 5
percent interest rate assumption and the
Applicable Mortality Table for the annuity
starting date (and expressing the
Participants age based on completed calendar
months as of the annuity starting date).
 (ii)
    
    Plan Has Immediately Commencing Straight Life
Annuity Payable at Both Age 62 and the Age of
Benefit Commencement. If the annuity starting
date for the Participants benefit is prior to
age 62 and occurs in a Limitation Year beginning
on or after July 1, 2007, and the Plan has an
immediately commencing straight life annuity
payable at both age 62 and the age of benefit
commencement, the Defined Benefit Dollar
Limitation for the Participants annuity starting
date is the lesser of the limitation determined
under subsection (i) immediately above and the
Defined Benefit Dollar Limitation (adjusted for
Years of Participation less than 10, if required)
multiplied by the ratio of the annual amount of
the immediately commencing straight life annuity
under the Plan at the Participants annuity
starting date to the annual amount of the
immediately commencing straight life annuity
under the Plan at age 62, both determined without
applying the limitations of this Section 6.1.
  40




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##### 



(II)
    
    Adjustment of Defined Benefit
Dollar Limitation for Benefit Commencement After Age 65:
 (1)
    
    Limitation
Years Beginning Before July 1, 2007. If the annuity
starting date for the Participants benefit is after age
65 and occurs in a Limitation Year beginning before July
1, 2007, the Defined Benefit Dollar Limitation for the
Participants annuity starting date is the annual amount
of a benefit payable in the form of a straight life
annuity commencing at the Participants annuity starting
date that is the actuarial equivalent of the Defined
Benefit Dollar Limitation (adjusted for Years of
Participation less than 10, if required) with actuarial
equivalence computed using whichever of the following
produces the smaller annual amount: (i) the Plan Interest
Rate specified in Section 1.2(a) of the Plan and the Plan
Mortality Table (or other tabular factor) specified in
Section 1.2(a) of the Plan; or (ii) a 5-percent interest
rate assumption and the applicable mortality table as
prescribed in Revenue Ruling 2001-62.
 (2)
    
    Limitation
Years Beginning After July 1, 2007.
 (i)
    
    Plan Does Not Have Immediately Commencing
Straight Life Annuity Payable at Both Age 65 and
the Age of Benefit Commencement. If the
annuity starting date for the Participants
benefit is after age 65 and occurs in a
Limitation Year beginning on or after July 1,
2007, and the Plan does not have an immediately
commencing straight life annuity payable at both
age 65 and the age of benefit commencement, the
Defined Benefit Dollar Limitation at the
Participants annuity starting date is the annual
amount of a benefit payable in the form of a
straight life annuity commencing at the
Participants annuity starting date that is the
actuarial equivalent of the Defined Benefit
Dollar Limitation (adjusted for Years of
Participation less than 10, if required), with
actuarial equivalence computed using a 5 percent
interest rate assumption and the Applicable
Mortality Table for that annuity starting date
(and
expressing the participants age based on
completed calendar months as of the annuity
starting date).
  41




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##### 



(ii)
    
    Plan Has Immediately Commencing Straight Life
Annuity Payable at Both Age 65 and the Age of
Benefit Commencement. If the annuity
starting date for the Participants benefit is
after age 65 and occurs in a Limitation Year
beginning on or after July 1, 2007, and the Plan
has an immediately commencing straight life
annuity payable at both age 65 and the age of
benefit commencement, the Defined Benefit Dollar
Limitation at the Participants annuity starting
date is the lesser of the limitation determined
under subsection (i) immediately above and the
Defined Benefit Dollar Limitation (adjusted for
Years of Participation less than 10, if required)
multiplied by the ratio of the annual amount of
the adjusted immediately commencing straight life
annuity under the Plan at the Participants
annuity starting date to the annual amount of the
adjusted immediately commencing straight life
annuity under the Plan at age 65, both determined
without applying the limitations of this Section
6.1. For this purpose, the adjusted immediately
commencing straight life annuity under the Plan
at the Participants annuity starting date is the
annual amount of such annuity payable to the
Participant, computed disregarding the
Participants accruals after age 65 but including
actuarial adjustments even if those actuarial
adjustments are used to offset accruals; and the
adjusted immediately commencing straight life
annuity under the Plan at age 65 is the annual
amount of such annuity that would be payable
under the Plan to a hypothetical participant who
is age 65 and has the same accrued benefit as the
Participant.
  42




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##### 



(III)
    
    Notwithstanding the other
requirements of this subsection (B), no adjustment shall be made
to the Defined Benefit Dollar Limitation to reflect the
probability of a Participants
death between the annuity starting date and age 62, or between
age 65 and the annuity starting date, as applicable, if
benefits are not forfeited upon the death of the Participant
prior to the annuity starting date. To the extent benefits
are forfeited upon death before the annuity starting date,
such an adjustment shall be made. For this purpose, no
forfeiture shall be treated as occurring upon the
Participants death if the Plan does not charge Participants
for providing a qualified preretirement survivor annuity, as
defined in Section 417(c) of the Code, upon the Participants
death.
 (C)
    
    Minimum Benefit Permitted:
Notwithstanding anything else in this section to the contrary, the
benefit otherwise accrued or payable to a Participant under this Plan
shall be deemed not to exceed the Maximum Permissible Benefit if:
 (I)
    
    the retirement benefits payable for
a Limitation Year under any form of benefit with respect to such
Participant under this Plan and under all other defined benefit
plans (without regard to whether a Plan has been terminated) ever
maintained by the employer do not exceed $10,000 multiplied by a
fraction, the numerator of which is the Participants number of
Years (or part thereof, but not less than one year) of Service
(not to exceed 10) with the employer, and the denominator of
which is 10; and
 (II)
    
    the employer (or a predecessor
employer) has not at any time maintained a defined contribution
plan in which the Participant participated (for this purpose,
mandatory employee contributions under a defined benefit plan,
individual medical accounts under Section 401(h) of the Code, and
accounts for postretirement medical benefits established under
Section 419A(d)(1) of the Code are not considered a separate
defined contribution plan).
 (10)
    
    Predecessor Employer shall mean, if the employer maintains a
plan that provides a benefit which the Participant accrued while performing
services for a former employer, the former employer with respect to the
Participant in the plan. A former entity that antedates the employer is also a
predecessor employer with respect to a participant if, under the facts and
circumstances, the employer constitutes a continuation of all or a portion of
the trade or business of the former entity.
 (11)
    
    Severance from Employment shall mean the Employee ceases to
be an employee of the employer maintaining the Plan. An Employee does not have
a severance from employment if, in connection with a change of
employment, the Employees new employer maintains the Plan with respect to
the Employee.
  43




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##### 



(12)
    
    Year of Participation. The Participant shall be credited
with a Year of Participation (computed to fractional parts of a year) for each
accrual computation period for which the following conditions are met: (i) the
Participant is credited with at least the number of hours of service (or period
of service if the elapsed time method is used) for benefit accrual purposes,
required under the terms of the Plan in order to accrue a benefit for the
accrual computation period, and (ii) the Participant is included as a
participant under the eligibility provisions of the Plan for at least one day
of the accrual computation period. If these two conditions are met, the portion
of a Year of Participation credited to the Participant shall equal the amount
of benefit accrual service credited to the Participant for such accrual
computation period. A Participant who is permanently and totally disabled
within the meaning of Section 415(c)(3)(C)(i) of the Code for an accrual
computation period shall receive a Year of Participation with respect to that
period. In addition, for a Participant to receive a Year of Participation (or
part thereof) for an accrual computation period, the Plan must be established
no later than the last day of such accrual computation period. In no event
shall more than one Year of Participation be credited for any 12-month period.
 (13)
    
    Year of Service. For purposes of Section 6.1(f)(7), the
Participant shall be credited with a Year of Service (computed to fractional
parts of a year) for each accrual computation period for which the Participant
is credited with at least the number of hours of service (or period of service
if the elapsed time method is used) for benefit accrual purposes, required
under the terms of the Plan in order to accrue a benefit for the accrual
computation period, taking into account only service with the employer or a
predecessor employer.
 (g)
    
    Other Rules.
 (1)
    
    Benefits Under Terminated Plans. If a defined benefit
plan maintained by the employer has terminated with sufficient assets for the
payment of benefit liabilities of all plan participants and a Participant in
the Plan has not yet commenced benefits under the Plan, the benefits provided
pursuant to the annuities purchased to provide the Participants benefits under
the terminated plan at each possible annuity starting date shall be taken into
account in applying the limitations of this Section 6.1. If there are not
sufficient assets for the payment of all participants benefit liabilities, the
benefits taken into account shall be the benefits that are actually provided to
the Participant under the terminated plan.
  44




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##### 



(2)
    
    Benefits Transferred From the Plan. If a participants
benefits under a defined benefit plan maintained by the employer are
transferred to another
defined benefit plan maintained by the employer and the transfer is not a
transfer of distributable benefits pursuant to Treasury Regulations
Section 1.411(d)-4, Q&A-3(c), the transferred benefits are not treated as
being provided under the transferor plan (but are taken into account as
benefits provided under the transferee plan). If a participants benefits
under a defined benefit plan maintained by the employer are transferred to
another defined benefit plan that is not maintained by the employer and the
transfer is not a transfer of distributable benefits pursuant to Treasury
Regulations Section 1.411(d)-4, Q&A-3(c), the transferred benefits are
treated by the employers plan as if such benefits were provided under
annuities purchased to provide benefits under a plan maintained by the
employer that terminated immediately prior to the transfer with sufficient
assets to pay all participants benefit liabilities under the plan. If a
participants benefits under a defined benefit plan maintained by the
employer are transferred to another defined benefit plan in a transfer of
distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4,
Q&A-3(c), the amount transferred is treated as a benefit paid from the
transferor plan.
 (3)
    
    Formerly Affiliated Plans of the Employer. A Formerly
Affiliated Plan of the Employer shall be treated as a plan maintained by the
employer, but the Formerly Affiliated Plan of the Employer shall be treated as
if it had terminated immediately prior to the cessation of affiliation with
sufficient assets to pay participants benefit liabilities under the plan and
had purchased annuities to provide benefits.
 (4)
    
    Plans of a Predecessor Employer. If the employer
maintains a defined benefit plan that provides benefits accrued by a
Participant while performing services for a predecessor employer, the
Participants benefits under a plan maintained by the predecessor employer
shall be treated as provided under a plan maintained by the employer. However,
for this purpose, the plan of the predecessor employer shall be treated as if
it had terminated immediately prior to the event giving rise to the predecessor
employer relationship with sufficient assets to pay participants benefit
liabilities under the plan, and had purchased annuities to provide benefits;
the employer and the predecessor employer shall be treated as if they were a
single employer immediately prior to such event and as unrelated employers
immediately after the event; and if the event giving rise to the predecessor
relationship is a benefit transfer, the transferred benefits shall be excluded
in determining the benefits provided under the plan of the predecessor
employer.
 (5)
    
    Special Rules. The limitations of this Section 6.1
shall be determined and applied taking into account the rules in Treasury
Regulations Section 1.415(f)-1(d), (e) and (h).
  45




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##### 



(6)
    
    Aggregation with Multiemployer Plans.
 (A)
    
    If the employer maintains a multiemployer plan,
as defined in Section 414(f) of the Code, and the multiemployer plan so
provides, only the benefits under the multiemployer plan that are
provided by the employer shall be treated as benefits provided under a
plan maintained by the employer for purposes of this Section 6.1.
 (B)
    
    Effective for Limitation Years ending after
December 31, 2001, a multiemployer plan shall be disregarded for
purposes of applying the compensation limitation of Sections 6.1(f)(3)
and 6.1(f)(1)(A) to a plan which is not a multiemployer plan.
 (h)
    
    Compliance With Section 415 of the Internal Revenue Code. The
provisions set forth in Section 6.1 are intended to conform the Plan to the Final
Treasury Regulations under Section 415 of the Code, that were released in April, 2007.
 6.2
    
    Restrictions for Twenty-five Highest-Paid Participants.
 (a)
    
    Restricted Participants. In each Plan Year, the total number of
Participants whose benefit payments are restricted under this Section is limited to the
25 highly compensated employees and former employees (within the meaning of Section
414(q) of the Code) with the greatest Compensation in the current or any prior Plan
Year (the restricted Participants).
 (b)
    
    Restricted Amount. For each Plan Year, the amount of benefits payable
to each restricted Participant will be limited to the annual amount that would be
payable in the single life annuity form, unless either:
 (1)
    
    The value of Plan assets remaining after payment to such
Participant is at least 110% of the value of current liabilities, or
 (2)
    
    The value of benefits paid to such Participant is less than 1
percent of the value of current liabilities.
 (c)
    
    Security for Restricted Amount. In lieu of the restrictions described
in this Section and to the extent permitted by applicable law, the Plan may permit each
restricted Participant to provide security for any payments which exceed the annual
amount that would have been payable as a single life annuity.
 (d)
    
    Restriction upon Plan Termination. In the event the Plan terminates,
the benefits payable to the restricted Participants will be limited to an amount that
is not discriminatory under Section 401(a)(4) of the Code.
  46




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##### 



6.3
    
    Top-Heavy Rules.
 (a)
    
    Applicable Definitions. For purposes of this Section, the following
terms will have the meanings set forth below.
 (1)
    
    Aggregation Group. The Required Aggregation Group
includes each qualified plan maintained in the Controlled Group in which a Key
Employee is a participant, and each other plan which enables any plan with Key
Employee participants to meet the requirements of Sections 401(a)(4) or 410 of
the Code, which plans are required to be aggregated for purposes of determining
top-heavy status. The Permissive Aggregation Groupincludes the qualified plans
of the Controlled Group which are required to be aggregated, plus such plans
which are not part of the Required Aggregation Group but which satisfy the
requirements of Sections 401(a)(4) and 410 of the Code when considered together
with the Required Aggregation Group.
 (2)
    
    Determination Date means, for each Plan Year, the first
day of the preceding Plan Year.
 (3)
    
    Key employee means any Employee or former Employee
(including any deceased employee) who at any time during the Plan Year that
includes the determination date was an officer of the employer having Top-Heavy
Annual Compensation greater than $130,000 (as adjusted under Section 416(i)(l)
of the Code), a 5-percent owner of the employer, or a 1-percent owner of the
employer having Top-Heavy Annual Compensation of more than $150,000. The
determination of who is a Key Employee will be made in accordance with Section
416(i)(1) of the Code and the applicable Regulations and other guidance of
general applicability issued thereunder.
 (4)
    
    Non-Key Employee means an Employee who is not a Key
Employee.
 (5)
    
    Top-Heavy Annual Compensation means compensation with
the meaning of Section 415(c)(3) of the Code.
 (6)
    
    Top-Heavy Group means an Aggregation Group in which the
sum of (i) the present value of cumulative Accrued Benefits for Key Employees
under all defined benefit plans included in the group, and (ii) the aggregate
account balances of Key Employees under all defined contribution plans included
in the group, exceeds 60 percent of a similar sum determined for all Employees.
 (7)
    
    Top-Heavy Plan Year means a Plan Year when the Plan is
top-heavy.
  47




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##### 



(b)
    
    Determination of Top-Heavy Status. The determination of top-heavy
status for any Plan Year will be based on the actuarial valuation made as of the first
day of the Plan Year in which the Determination Date occurs. If benefits under all the
Controlled Group plans accrue at the same rate, that accrual rate may be used;
otherwise the present value of all accrued benefits will be determined by use of the
fractional rule described in Section 411(b)(1)(C) of the Code. The Plan will be
treated as top-heavy for the tested Plan Year under the following rules:
 (1)
    
    60-Percent Rule. The Plan will be treated as top-heavy
if the Actuarial Equivalent of the cumulative Accrued Benefits for Key
Employees exceeds 60 percent of the Actuarial Equivalent of the cumulative
Accrued Benefits for all Employees.
 (2)
    
    Top-Heavy Group Rule. The Plan will be treated as
top-heavy if it is part of a Top-heavy Group. The Plan will not be considered
top-heavy in any Plan Year in which the Plan is part of a Required or
Permissive Aggregation Group that is not top-heavy.
 (3)
    
    Distributions during year ending on the determination
date. 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 Section 416(g)(2) of the Code 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 Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason
other than separation from service, death, or disability, this provision shall
be applied by substituting 5-year period for 1-year period.
 (4)
    
    Employees not performing services during year ending on the
determination date. 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.
 (5)
    
    For purposes of satisfying the minimum benefit requirements of
Section 416(c)(1) of the Code and the Plan, in determining years of service
with the employer, any service with the employer shall be disregarded to the
extent that such service occurs during a Plan Year when the plan benefits
(within the meaning of Section 410(b) of the Code) no Key Employee or former
Key Employee.
  48




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##### 



(c)
    
    Plan Operation During Top-Heavy Plan Years. Notwithstanding any other
provision of the Plan, the following provisions will apply for any Top-Heavy Plan Year:
 (1)
    
    Minimum Benefit. The Accrued Benefit of each active
Non-Key Employee Participant will not be less than the lesser of (i) 2 percent
(2%) of his Top-Heavy Annual Compensation multiplied by the number of his Years
of Benefit Service, not in excess of 10, earned during Top-Heavy
Plan Years; or (ii) 20 percent (20%) of his Top-Heavy Annual Compensation.
The Participant will accrue this minimum benefit for each of his Years of
Benefit Service earned during Top-Heavy Plan Years, regardless of the level
of his Form W-2 Compensation for any such Plan Year, or whether he remains
in Employment until the last day of any such Plan Year. If the Employee also
participates in a defined contribution plan maintained by an Employer, this
Plan will provide the top-heavy minimum benefit.
 (2)
    
    Minimum Vesting. The following vesting schedule will be
in effect for Participants who earn any Hours of Service during Top-Heavy Plan
Years:
 Years of Vesting Service
    
    Vested PercentageFewer than 2
    
    0%2
    
    20%3
    
    40%4
    
    60%5
    
    100%
 (d)
    
    Plan Operation After Top-Heavy Plan Years. If the Plan is top-heavy in
a Plan Year and ceases to be top-heavy in a subsequent Plan Year, the following
provisions will apply:
 (1)
    
    Accrued Benefit. The Participants Accrued Benefit in
each subsequent Plan Year will not be less than the minimum Accrued Benefit
described in Subsection 6.3(c)(1), computed as of the end of the most recent
Plan Year in which the Plan was top-heavy.
 (2)
    
    Vested Percentage. The Participant who became partially
vested under the schedule set forth in Subsection 6.3(c)(2) before the end of
the last Top-Heavy Plan Year, will continue to have the vested percentage of
his Accrued Benefit which he has as of that date but will not have any
additional vested percentage until he has completed 5 Years of Vesting Service.
However, the Participant who has completed at least 3 Years of Vesting Service
before the end of the last Plan Year in which the Plan was top-heavy may elect
to continue to have the vested percentage of his Accrued Benefit determined
under that vesting schedule instead of the 5-year cliff vesting schedule
described in Subsection 3.5(a)(2).
  49




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##### 



ARTICLE 7
Contributions
 7.1
    
    Employer Contributions. The Employers will make contributions in the amounts determined by
the Committee to be necessary to provide benefits under the Plan, based on the recommendations
of the Plans actuary. Employer contributions will be irrevocable and will be used only for
the benefit of Participants and beneficiaries, except as provided in Sections 7.3 and 8.2. The
Company reserves the right to establish and to change from time to time the method for funding
benefits, either through the use of one or more trust agreements or one or more group annuity
contracts or other forms of insurance contracts or agreements with one or more insurance
companies.
 7.2
    
    Participant Contributions. Participants will neither be required nor permitted to make
contributions to the Plan.
 7.3
    
    Return of Contributions to the Employers. Contributions will be returned to the affected
Employer(s) under the following circumstances:
 (a)
    
    Mistake of Fact. Any contribution made by mistake of fact will be
returned to the affected Employer(s) within one year after the contribution is made.
 (b)
    
    Nondeductible. All contributions are conditioned upon their
deductibility under Section 404 of the Code and will be returned to the affected
Employer(s) within one year after any disallowance.
 7.4
    
    Actuarial Gains. Actuarial gains arising from any cause whatsoever will not be applied to
increase the benefits any Participant would otherwise receive at any time before termination
of the Plan, but will be applied to reduce Employer contributions for the current or
subsequent Plan Years.
  50




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##### 



ARTICLE 8
Amendment, Termination, Merger
 8.1
    
    Amendment
 (a)
    
    Right to Amend. Subject to Section 8.1(b) and any other limitations
contained in ERISA or the Code, the Board or the Compensation Committee of the Board
may from time to time amend, in whole or in part, any or all of the provisions of the
Plan on behalf of the Plan Sponsor and all Employers; provided, however, that (i) any
amendments to the Plan that do not have a significant cost impact on the Employer may
also be made by the Committee, and (ii) any amendments to the Plan that do not have any
cost impact on the Employer may also be made by the Chairman of the Committee. Further,
but not by way of limitation, the Board, the Compensation Committee of the Board, the
Committee, or the Chairman of the Committee may make any amendment necessary to acquire
and maintain a qualified status for the Plan under the Code or to maintain the Plan in
compliance with applicable law, whether or not retroactive.
 (b)
    
    Prohibited Amendments. No amendment will have the effect of any of the
following:
 (1)
    
    Exclusive Benefit. No amendment will permit any part of
the Trust Fund to be used for purposes other than the exclusive benefit of
Participants.
 (2)
    
    Nonreversion. No amendment will revest in any Employer
any portion of the Trust Fund except such amount as may remain after
termination of the Plan and satisfaction of all liabilities.
 (3)
    
    Accrued Benefit. No amendment will eliminate or reduce
any Participants Accrued Benefit determined as of the effective date of the
amendment, except as may be permitted pursuant to Treasury Regulations issued
pursuant to Section 411(d)(6) of the Code.
 (4)
    
    Forms of Payment. No amendment will eliminate any
optional form of benefit described in Section 4.3, with respect to benefits
accrued before the amendment.
 (5)
    
    Retirement Subsidy. No amendment will eliminate or
reduce any retirement subsidy or retirement-type subsidy with respect to
benefits accrued before the amendment, for Participants who either before or
after the amendment meet the requirements for the subsidy.
 (c)
    
    Limited to Active Participants. Except as specifically stated in the
amendment, no amendment that improves benefits will apply to any Employee whose
Termination Date occurred before the effective date of the amendment.
  51




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##### 



(d)
    
    Administrative Changes Without Plan Amendment. The Committee reserves
authority to make administrative changes to this Plan document that do not alter
either the minimum qualification requirements or the Plans funding and expense
provisions, without formal amendment to the Plan. The Committee will effect such
changes by substituting pages in the Plan document with corrected pages.
Administrative changes include, but are not limited to, corrections of typographical
errors and similar errors, conforming provisions for administrative procedures to
actual practice and changes in practice, and deleting or correcting language that
fails to accurately reflect the intended provision of the Plan.
 8.2
    
    Termination of the Plan.
 (a)
    
    Right to Terminate or Partially Terminate. The Plan Sponsor and the
Employer have established the Plan with the bona fide intention and expectation that
from year to year the Employer will be able to, and will deem it advisable to, make its
contributions as herein provided. However, the Plan Sponsor and the Employer realize
that circumstances not now foreseen, or circumstances beyond its control, may make it
either impossible or inadvisable for the Employer to continue to make its contributions
to the Plan. Therefore, the Board shall have the right and the power to terminate the
Plan or partially terminate the Plan at any time hereafter. Each member of the
Committee, the Trustee and all affected Participants shall be notified of such
termination or partial termination.
 (b)
    
    Full Vesting. In the event of termination or partial termination of the
Plan, the Accrued Benefit of each affected Participant, to the extent funded, will
become fully vested as of the termination date. For purposes of accelerated vesting,
affected Participants will include only those who are in active Employment as of the
Plan termination date. All nonvested Participants who terminated Employment before the
Plan termination date will be considered to have received constructive (zero) cash-outs
of their entire Accrued Benefits under Subsection 4.4(b).
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(c)
    
    Provision for Benefits upon Plan Termination. In the event of
termination, the Committee may in its discretion act as follows:
 (1)
    
    Maintain the Trust. The Committee may continue the
Trust for so long as it considers advisable and so long as permitted by law,
either through the existing trust agreement(s), or through successor funding
media.
 (2)
    
    Terminate the Trust. The Committee may terminate the
Trust, pay all expenses, and direct the payment of the benefits as allocated
under Subsection (d), either in the form of lump-sum distributions, annuity
contracts, transfer to another qualified plan. or any other form selected by
the Committee, to the extent not prohibited by law.
 (d)
    
    Allocation of Assets. Upon termination, the Committee will allocate the
assets that remain after payment of all Plan expenses, to pay benefits due to
Participants and beneficiaries under applicable provisions of the Plan, as specified in
ERISA Section 4044.
 (e)
    
    Surplus Reversion. Any assets that remain after all benefits under the
Plan have been allocated will be returned to the Company and/or the affected
Employer(s).
 8.3
    
    Merger. In the event of any merger or consolidation of the Plan with any other plan, or the
transfer of assets or liabilities by the Plan to another plan, each Participant will be
entitled to receive a benefit immediately after the merger, consolidation or transfer, if the
Plan then terminated, which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer if the Plan had
then terminated.
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ARTICLE 9
Administration
 9.1
    
    Fiduciary Provisions.
 (a)
    
    This Section 9.1(a) shall control over any contrary, inconsistent, or ambiguous
provisions contained in the Plan.
 (1)
    
    General Allocation of Fiduciary Duties. Each fiduciary
with respect to the Plan shall have only those specific powers, duties,
responsibilities and obligations as are specifically given him under the Plan.
The Board shall have the sole authority to appoint and remove the Trustee.
Except as otherwise specifically provided herein, the Committee shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described herein. Except as otherwise specifically provided, the
Trustee shall have the sole responsibility for the administration, investment
and management of the assets held under the Plan. It is intended under the Plan
that each fiduciary shall be responsible for the proper exercise of his own
powers, duties, responsibilities and obligations hereunder and shall not be
responsible for any act or failure to act of another fiduciary except to the
extent provided by law or as specifically provided herein.
 (2)
    
    Delegation of Fiduciary Duties. The Committee may
appoint subcommittees, individuals, or any other agents as it deems advisable
and may delegate to any of such appointees any or all of the powers and duties
of the Committee. Such appointment and delegation must be in writing,
specifying the powers or duties being delegated, and must be accepted in
writing by the delegate. Upon such appointment, delegation, and acceptance, the
delegating committee members shall have no liability for the acts or omissions
of any such delegatee, as long as then delegating Committee members do not
violate any fiduciary responsibility in making or continuing such delegation.
 (3)
    
    Investment Manager. The Committee may, in its sole
discretion, appoint an investment manager with power to manage acquire or
dispose of any asset of the Plan and to direct the Trustee in this regard, so
long as:
 (A)
    
    The investment manager is (i) registered as an
investment adviser under the Investment Advisers Act of 1940, (ii) not
registered as an investment adviser under such act by reason of
paragraph (1) of section 203A(a) of such act, is registered as an
investment adviser under the laws of the state (referred to in such
paragraph (1)) in which it maintains its principal office and place of
business, and, at the time it last filed the registration form most
recently filed by it with such state in order to maintain its
registration under the laws of such state, also filed a copy of such
form with the Secretary of
Labor, (iii) a bank, as defined in the Investment Advisers Act of
1940, or (iv) an insurance company qualified to do business under the
laws of more than one state; and
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(B)
    
    Such investment manager acknowledges in writing
that he is a fiduciary with respect to the Plan.
  (b)
    
    The Committee.
 (1)
    
    Appointment of Committee. The general administration of
the Plan shall be vested in the Committee. For purposes of ERISA, the Committee
shall be the Plan administrator and shall be the named fiduciary with
respect to the general administration of the Plan (except as to the investment
of the assets of the Trust). Each member of the Committee shall serve until he
resigns, dies or is removed by the Committee or the Compensation and Human
Resources Committee of the Board. A member of the Committee who is an Employee
of the Employer or any of its affiliates shall cease to be a member of the
Committee as of the date he ceases to be employed by the Employer or any of its
affiliates.
 (2)
    
    Records and Procedures. The Committee shall keep
appropriate records of its proceedings and the administration of the Plan and
shall make available for examination during business hours to any Participant
or beneficiary such records as pertain to that individuals interest in the
Plan. The Committee shall designate the person or persons who shall be
authorized to sign for the Committee and, upon such designation, the signature
of such person or persons shall bind the Committee.
 (3)
    
    Meetings. The Committee shall hold meetings upon such
notice and at such time and place as it may from time to time determine. Notice
to a member shall not be required if waived in writing by that member. A
majority of the members of the Committee duly appointed shall constitute a
quorum for the transaction of business. All resolutions or other actions taken
by the Committee at any meeting where a quorum is present shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions may
be adopted or other action taken without a meeting upon written consent signed
by all of the members of the Committee. The Committee may hold any meeting
telephonically and any business
conducted at a telephonic meeting shall have the same force and effect as if
the members had met in person.
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(4)
    
    Self-Interest of Members. No member of the Committee
shall have any right to vote or decide upon any matter relating solely to
himself under the Plan or to vote in any case in which his individual right to
claim any benefit under the Plan is particularly involved. In any case in which
a Committee member is so disqualified to act, and the remaining members cannot
agree, the Board or the Compensation and Human Resources Committee of the Board
shall appoint a temporary substitute member to exercise all the powers of the
disqualified member concerning the matter in which he is disqualified.
 (5)
    
    Compensation and Bonding. The members of the Committee
shall not receive compensation with respect to their services for the
Committee. To the extent required by ERISA or other applicable law, or required
by the Plan Sponsor, members of the Committee shall furnish bond or security
for the performance of their duties hereunder.
 (6)
    
    Committee Powers and Duties. The Committee shall
supervise the administration and enforcement of the Plan according to the terms
and provisions hereof and shall have all powers necessary to accomplish these
purposes. including, but not by way of limitation, the right, power, authority,
and duty:
 (A)
    
    To make rules, Regulations, and bylaws for the
administration of the Plan that are not inconsistent with the terms and
provisions hereof, provided such rules, Regulations, and bylaws are
evidenced in writing and copies thereof are delivered to the Trustee
and to the Plan Sponsor and to enforce the terms of the Plan and the
rules and Regulations promulgated thereunder by the Committee;
 (B)
    
    To construe in its discretion all terms,
provisions, conditions, and limitations of the Plan, and, in all cases,
the construction necessary for the Plan to qualify under the applicable
provisions of the Code shall control;
 (C)
    
    To correct any defect or to supply any omission
or to reconcile any inconsistency that may appear in the Plan, in such
manner and to such extent as it shall deem expedient in its discretion
to effectuate the purposes of the Plan;
 (D)
    
    To employ and compensate such accountants,
attorneys, investment advisors, actuaries, and other agents and
employees as the Committee may deem necessary or advisable for the
proper and efficient administration of the Plan;
 (E)
    
    To determine in its discretion all questions
relating to eligibility;
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(F)
    
    To make a determination in its discretion as to
the right of any person to a benefit under the Plan and the amount, if
any, of such benefit and to prescribe procedures to be followed by
distributees in obtaining benefits hereunder;
 (G)
    
    To prepare, file, and distribute, in such
manner as the Committee determines to be appropriate, such information,
and material as is required by the reporting and disclosure
requirements of ERISA;
 (H)
    
    To issue directions, which shall be in writing
and signed an authorized member of the Committee, to the Trustee
concerning all benefits that are to be paid from the Trust pursuant to
the provisions of the Plan;
 (I)
    
    To designate entities as participating
Employers under the Plan;
 (J)
    
    To establish an investment policy for the Plan;
and
 (K)
    
    To receive and review reports from the Trustee
as to the financial condition of the Trust, including its receipts and
disbursements.
  (c)
    
    The Trustee and Trust
 (1)
    
    Trustee. The assets of the Plan shall be maintained in
a fund by the Trustee for the purpose of providing the benefits provided for
under the Plan. The Plan Sponsor may provide for such fund by entering into an
annuity contract or a trust agreement with the Trustee. The Plan Sponsor may
maintain the Plans fund through more than one Trustee and under more than one
annuity contract or trust agreement, or any combination thereof. The Plan
Sponsor, at any time and from time to time, may substitute a new funding medium
or Trustee without such substitution being considered a discontinuance of the
Plan.
  (2)
    
    Payment of Expenses. All expenses incident to the
administration of the Plan and Trust including but not limited to, actual legal
accounting premiums to the Pension Benefit Guaranty Corporation, Trustee fees,
direct expenses of the Plan Sponsor, the Employer and the Committee in the
administration of the Plan, and the cost of furnishing any bond or security
required of the Committee, shall be paid by the Trustee from the
Trust and, until paid, shall constitute a claim against the Trust which is
paramount to the claims of Participants and beneficiaries provided however,
that (i) the obligation of the Trustee to pay such expenses from the Trust
shall cease to exist to the extent such expenses are paid by the Plan
Sponsor or the Employer, and (ii) in the event the Trustees compensation is
to be paid, pursuant to this Section, from the Trust, any individual serving
as a Trustee who already receives full-time pay from the Plan Sponsor, an
Employer or an association of Employers whose employees are Participants, or
from an employee organization whose members are Participants, shall not
receive any additional compensation for serving as a Trustee. This Section
shall be deemed a part of any contract to provide for expenses of Plan and
Trust administration, whether or not the signatory to such contract is, as a
matter of convenience, the Employer.
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(3)
    
    Trust Property
 (A)
    
    All contributions heretofore made and hereafter
made under this Plan shall be paid to the Trustee and shall be held,
invested, and reinvested by the Trustee as Plan assets. All property
and funds of the Trust, including income from investments and from all
other sources, shall be retained for the exclusive benefit of
Participants, as provided in the Plan, and shall be used to pay
benefits to Participants or their beneficiaries, or to pay expenses of
administration of the Plan and Trust to the extent not paid by the Plan
Sponsor or the Employer.
 (B)
    
    No Participant shall have any title to any
specific asset in the Trust. No Participant shall have any right to, or
interest in, any assets of the Trust upon termination of his employment
or otherwise, except as provided from time to time under this Plan, and
then only to the extent of the benefits payable to such Participant out
of the assets of the Trust.
 (C)
    
    Authorization of Benefit Payments. The
Committee shall issue directions to the Trustee concerning all benefits
which are to be paid from the Trust pursuant to the provisions of the
Plan. All distributions hereunder shall be made in cash or in the form
of a commercial annuity contract.
 (D)
    
    Payments Solely from Trust. All
benefits payable under the Plan shall be paid or provided for solely
from the Trust, and neither the Plan Sponsor, the Employer nor the
Trustee assumes any liability or responsibility for the adequacy
thereof. The Committee or the Trustee may require execution and
delivery of such instruments as are deemed necessary to assure proper
payment of any benefits.
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(E)
    
    No Benefits to the Employer. No part of
the corpus or income of the Trust shall be used for any purpose other
than the exclusive purpose of providing benefits for the Participants
and their beneficiaries and of defraying reasonable expenses of
administering the Plan and the Trust. Anything to the contrary herein
notwithstanding, the Plan shall not be construed to vest any rights in
the Plan Sponsor or the Employer other than those specifically given
hereunder.
 9.2
    
    Employer to Supply Information. The Employer shall supply full and timely information to the
Committee, including, but not limited to, information relating to each Participants
Compensation, age, retirement, death, or other cause of termination of employment and such
other pertinent facts as the Committee may require. The Employer shall advise the Trustee of
such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustees
duties under the Plan. When making a determination in connection with the Plan, the Committee
shall be entitled to rely upon the aforesaid information furnished by the Employer.
 9.3
    
    Indemnification. The Plan Sponsor shall indemnify and hold harmless each member of the
Committee and each individual employed by the Plan Sponsor or a Controlled Group member who is
a delegate of the Committee against any and all expenses and liabilities arising out of his
administrative functions or fiduciary responsibilities, including any expenses and liabilities
that are caused by or result from an act or omission constituting the negligence of such
individual in the performance of such functions or responsibilities, but excluding expenses
and liabilities that are caused by or result from such individuals own gross negligence or
willful misconduct. Expenses against which such individual shall be indemnified hereunder
shall include, without limitation, the amounts of any settlement or judgment, costs, counsel
fees, and related charges reasonably incurred in connection with a claim asserted or a
proceeding brought or settlement thereof.
 9.4
    
    Claims Procedure.
 (a)
    
    Definitions. For purposes of this Section, the following terms, when
capitalized, will be defined as follows:
 (i)
    
    Adverse Benefit Determination: Any denial, reduction or
termination of or failure to provide or make payment (in whole or in part) for
a Plan benefit, including any denial, reduction, termination or failure to
provide or make payment that is based on a determination of a Claimants
eligibility to participate in the Plan. Further, any invalidation of a claim
for failure to comply with the claim submission procedure will be treated as an
Adverse Benefit Determination.
 (ii)
    
    Benefits Administrator: The person or office to whom
the Committee has delegated day-to-day Plan administration responsibilities and
who, pursuant to such delegation, processes Plan benefit claims in the ordinary
course.
 (iii)
    
    Claimant: A Participant or beneficiary or an
authorized representative of such Participant or beneficiary who has filed or
desires to file a claim for a Plan benefit.
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(b)
    
    Filing of Benefit Claim. To file a benefit claim under the Plan, a
Claimant must obtain from the Benefits Administrator the information and benefit
election forms, if any, provided for in the Plan and otherwise follow the procedures
established from time to time by the Committee or the Benefits Administrator for
claiming Plan benefits. If, after reviewing the information so provided, the Claimant
needs additional information regarding his Plan benefits, he may obtain such
information by submitting a written request to the Benefits Administrator describing
the additional information needed. A Claimant may only request a Plan benefit by fully
completing and submitting to the Benefits Administrator the benefit election forms, if.
any, provided for in the Plan and otherwise following the procedures established from
time to time by the Committee or the Benefits Administrator for claiming Plan benefits.
 (c)
    
    Processing of Benefit Claim. Upon receipt of a fully completed benefit
claim from a Claimant, the Benefits Administrator shall determine if the Claimants
right to the requested benefit, payable at the time or times and in the form requested,
is clear and, if so, shall process such benefit claim without resort to the Committee.
If the Benefits Administrator determines that the Claimants right to the requested
benefit, payable at the time or times and in the form requested, is not clear, it shall
refer the benefit claim to the Committee for review and determination, which referral
shall include:
 (1)
    
    All materials submitted to the Benefits Administrator by the
Claimant in connection with the claim;
 (2)
    
    A written description of why the Benefits Administrator was of
the view that the Claimants right to the benefit, payable at the time or times
and in the form requested, was not clear;
 (3)
    
    A description of all Plan provisions pertaining to the benefit
claim;
 (4)
    
    Where appropriate, a summary as to whether such Plan provisions
have in the past been consistently applied with respect to other similarly
situated Claimants; and
 (5)
    
    Such other information as may be helpful or relevant to the
Committee in its consideration of the claim.
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(d)
    
    Notification of Adverse Benefit Determination. In any case of an
Adverse Benefit Determination of a claim for a Plan benefit, the Committee shall
furnish written notice to the affected Claimant within a reasonable period of time but
not later than ninety days after receipt of such claim for Plan benefits (or within 180
days if special circumstances necessitate an extension of the ninety-day period and the
Claimant is informed of such extension in writing within the ninety-day period and is
provided with an extension notice consisting of an explanation of the special
circumstances requiring the extension of time and the date by which the benefit
determination will be rendered). Any notice that denies a benefit claim of a Claimant
in whole or in part shall, in a manner calculated to be understood by the Claimant:
 (1)
    
    State the specific reason or reasons for the Adverse Benefit
Determination;
 (2)
    
    Provide specific reference to pertinent Plan provisions on
which the Adverse Benefit Determination is based;
 (3)
    
    Describe any additional material or information necessary for
the Claimant to perfect the claim and explain why such material or information
is necessary; and
 (4)
    
    Describe the Plans review procedures and the time limits
applicable to such procedures, including a statement of the Claimants right to
bring a civil action under Section 502(a) of the Act following an Adverse
Benefit Determination on review.
 (e)
    
    Review of Adverse Benefit Determination. A Claimant has the right to
have an Adverse Benefit Determination reviewed in accordance with the following claims
review procedure:
 (1)
    
    The Claimant must submit a written request for such review to
the Committee not later than 60 days following receipt by the Claimant of the
Adverse Benefit Determination notification;
 (2)
    
    The Claimant shall have the opportunity to submit written
comments, documents, records, and other information relating to the claim for
benefits to the Committee;
 (3)
    
    The Claimant shall have the right to have all comments,
documents, records, and other information relating to the claim for benefits
that have been submitted by the Claimant considered on review without regard to
whether such comments, documents, records or information were considered in
the initial benefit determination; and
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(4)
    
    The Claimant shall have reasonable access to, and copies of,
all documents, records, and other information relevant to the claim for
benefits free of charge upon request, including (a) documents, records or other
information relied upon for the benefit determination, (b) documents, records
or other information submitted, considered or generated without regard to
whether such documents, records or other information were relied upon in making
the benefit determination, and (c) documents, records or other information that
demonstrates compliance with the standard claims procedure.
  (f)
    
    Notification of Benefit Determination on Review. Notice of the
Committees final benefit determination regarding an Adverse Benefit Determination will
be furnished in writing or electronically to the Claimant after a full and fair review.
Notice of an Adverse Benefit Determination upon review will:
 (1)
    
    State the specific reason or reasons for the Adverse Benefit
Determination;
 (2)
    
    Provide specific reference to pertinent Plan provisions on
which the Adverse Benefit Determination is based;
 (3)
    
    State 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 for benefits including
(i) documents, records or other information relied upon for the benefit
determination, (ii) documents, records or other information submitted,
considered or generated without regard to whether such documents, records or
other information were relied upon in making the benefit determination, and
(iii) documents, records or other information that demonstrates compliance with
the standard claims procedure; and
 (4)
    
    Describe the Claimants right to bring an action under Section
502(a) of the Act.
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(g)
    
    Exhaustion of Administrative Remedies. Completion of the claims
procedures described in this Section will be a condition precedent to the commencement
of any legal or equitable action in connection with a claim for benefits under the Plan
by a Claimant or by any other person or entity claiming rights individually or through
a Claimant; provided, however, that the Committee may, in its sole discretion, waive
compliance with such claims procedures as a condition precedent to any such action.
 (h)
    
    Payment of Benefits. If the Benefits Administrator or Committee
determines that a Claimant is entitled to a benefit hereunder, payment of such benefit
will be made to such Claimant (or commence, as applicable) as soon as administratively
practicable after the date the Benefits Administrator or Committee determines that such
Claimant is entitled to such benefit or on any other later date designated by and in
the discretion of the Committee.
 (i)
    
    Authorized Representatives. An authorized representative may act on
behalf of a Claimant in pursuing a benefit claim or an appeal of an Adverse Benefit
Determination. An individual or entity will only be determined to be a Claimants
authorized representative for such purposes if the Claimant has provided the Committee
with a written statement identifying such individual or entity as his authorized
representative and describing the scope of the authority of such authorized
representative. In the event a Claimant identifies an individual or entity as his
authorized representative in writing to the Committee but fails to describe the scope
of the authority of such authorized representative, the Committee shall assume that
such authorized representative has full powers to act with respect to all matters
pertaining to the Claimants benefit claim under the Plan or appeal of an Adverse
Benefit Determination with respect to such benefit claim.
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ARTICLE 10
Miscellaneous
 10.1
    
    Headings. The headings and subheadings in this Plan have been inserted for convenient
reference, and to the extent any heading or subheading conflicts with the text, the text will
govern.
 10.2
    
    Construction. The Plan will be construed in accordance with the laws of the State of Texas,
except to the extent such laws are preempted by ERISA and the Code.
 10.3
    
    Continued Qualification for Tax-Exempt Status. Notwithstanding any other provision of the
Plan, the Plan is adopted on the condition that it will be approved by the Internal Revenue
Service as meeting the requirements of the Code and ERISA for continued tax-exempt status, and
in the event continued qualification is denied and cannot be obtained by revisions
satisfactory to the Committee, this Plan will be null and void.
 10.4
    
    Nonalienation. No benefits payable under the Plan will be subject to the claim or legal
process of any creditor of any Participant or beneficiary, and no Participant or beneficiary
will alienate, transfer, anticipate or assign any benefits under the Plan, except that
distributions will be made pursuant to (i) qualified domestic relations orders issued in
accordance with Section 414(p) of the Code, (ii) judgments resulting from federal tax
assessments, (iii) agreements between a Participant or beneficiary and an Employer under
Treasury Regulation Section 1.401(a)(13)(e) for the use of all or part of his benefits under
the Plan to repay his indebtedness to the Employer, which amount of benefits will be paid in a
lump sum as soon as practicable after the agreement is executed and will be subject to the
withholding requirements set forth in Section 10.7 and (iv) as otherwise required by law.This Section 10.4 shall not bar any voluntary and revocable assignment to an Employer (or
other designated person) by a Participant which is permitted under Treasury Regulation
Section 1.401(a)-13, including any such assignment of a portion of any payment that such
Participant otherwise is entitled to receive under this Plan for the purpose of paying part
or all of the costs allocable to the Participant under a retiree medical expense plan;
provided, however, in any case in which the exception of subsection (e) of such Treasury
Regulation is relied upon, the assignee must file a written acknowledgment (including a
blanket acknowledgment within the meaning of such subsection) with the Committee recognizing
that such assignment is revocable and may be revoked at any time.
 10.5
    
    No Employment Rights. Participation in the Plan will not give any Employee the right to be
retained in the employ of any Employer, or upon termination any right or interest in the Plan
except as provided in the Plan.
 10.6
    
    No Enlargement of Rights. No person will have any right to or interest in any portion of the
Plan except as specifically provided in the Plan.
 10.7
    
    Withholding for Taxes. Payments under the Plan will be subject to withholding for payroll
taxes as required by law. Each Employer will withhold 20% federal income tax
from each lump sum payment which is not transferred directly into another qualified
retirement plan or individual retirement account under Subsection 4.4(c).
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ARTICLE 11
Cash Balance Accounts
 11.1
    
    Cash Balance Accounts
     (a)
    
    Eligibility. Only an individual who was an Employee and a Participant
of the Prior Plan on September 30, 1999 determined by excluding all Employees who had
not satisfied the eligibility requirements subsequent to their Re-employment
Commencement Date were eligible for the Fourth Cash Balance Account.
 (b)
    
    Credits. As of September 30, 1999 each Participants Fourth Cash
Balance Account shall be credited with an amount equal to five percent (5%) of the
Participants Compensation on such date and, except as provided in the immediately
following Paragraph 3, no further credits will be made to such Account.
 (c)
    
    Interest. Beginning January 1, 2000 and on each January 1 thereafter,
such Account shall be credited with interest except that for the period October 1, 1999
through December 31, 1999, interest shall be credited pro rata, all as described in
Section 11.2. Reference below to Accounts shall mean collectively the First, Second,
Third and Fourth Cash Balance Accounts.
 11.2
    
    Interest Adjustment
 (a)
    
    On January 1 of each year, the Account of each Participant shall be
automatically increased by an amount equal to the rate of interest or yield available
on 30-Year Treasury Bonds of constant maturities for the month of November in the
second calendar year preceding the January 1 as of which such interest is to be
credited, as published in the Federal Reserve Statistical Release. Notwithstanding the
foregoing, for the amount credited on September 30, 1999 for the Fourth Cash
Balance Account, as described under subparagraph 1 of Section 11.1, the
Participants Account (to the extent it relates to the Fourth Cash Balance Account)
shall be credited with interest on a pro rata basis for the period October 1, 1999
through December 31, 1999, or portion thereof, using the rate of interest or yield
available on 30-Year Treasury Bonds of constant maturities for the month of November
1998.
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(b)
    
    If a Participant has an Annuity Starting Date (as defined in Section 11.2(d))
other than on a January 1 (including, in the case of the Fourth Cash Balance Account,
an Annuity Starting Date after September 30, 1999 and before January 1, 2000), the
Participants Account shall be adjusted for the Plan Year in which the Annuity Starting
Date occurs by multiplying his Account by an amount equal to the product of:
 (1)
    
    the number of completed calendar months in such Plan Year prior
to the Participants Annuity Starting Date; and
 (2)
    
    the rate of interest or yield available on 30-Year Treasury
Bonds of constant maturities for the month of November in the first calendar
year preceding the Participants Annuity Starting Date, divided by 12.
 (c)
    
    As of a Participants Annuity Starting Date, his Account shall be cancelled and
no further adjustments shall be made to his Account balance. If a Participants Annuity
Starting Date is January 1, the Participants Account shall be adjusted as provided in
Section 11.2(a) above and then cancelled.
 (d)
    
    Except as may otherwise be provided in Section 11.5(b), Annuity Starting Date
shall mean, in the case of an annuity form of distribution of Cash Balance Retirement
Income, the first day of the first period for which an amount is paid under Section
11.7(b)(2) and, in the case of a lump sum payment of Cash Balance Retirement Income, it
shall mean the date as of which payment is made pursuant to Section 11.7(a) or (b)(1).
 11.3
    
    Vesting
  11.4
    
    Cash Balance Retirement Income
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11.5
    
    Death Before Annuity Starting Date
  (a)
    
    If the Participants beneficiary is any person other than his Spouse, there
shall be paid to such beneficiary as of the first day of the month following the month
in which the Participant or former Participants death occurs a lump sum amount equal
to the amount of his Account as of the last day of the month in which the Participant
or former Participants death occurs.
 (b)
    
    If the Participants beneficiary is his Spouse, there shall be paid to the
Spouse an annuity for the life of the Spouse. The Annuity Starting Date with respect to
such benefit shall be (i) the first day of the month following the month in which the
Participants or former Participants death occurs if such death occurs after he had
attained fifty-five (55) years of age, or (ii) the first day of the month following the
month in which the Participant or former Participant would have attained fifty-five
(55) years of age if his death occurred before he had attained fifty-five (55) years of
age, or (iii) the first day of any subsequent month, as elected by the Spouse, but not
later than the first day of the month subsequent to the date that the Member would have
attained age 65.The amount of the annuity shall be equal to the Participants Account as of the
Annuity Starting Date adjusted in accordance with factors specified in Exhibit B
based on the Spouses age at the Annuity Starting Date. The Spouse may direct the
Committee to pay to the Spouse, in lieu of such annuity, the Participants Account
in a lump sum, determined on the same basis as set forth in Section 11.5(a).
  67




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##### 



11.6
    
    Beneficiary
 (a)
    
    A Participant or former Participant who has a Spouse at the date of his death
shall automatically be deemed to have designated such Spouse as his beneficiary unless
(i) the Participant or former Participant designates a different beneficiary (which
designation may not be changed without spousal consent unless the consent of the Spouse
expressly permits designations without any further consent by the Spouse) and the
Spouse of such Participant or former Participant consents to such designation in
writing, which consent acknowledges the effect of such designation
and which is witnessed by a notary public, or (ii) it is established to the
satisfaction of the Committee that the consent of the Spouse cannot be obtained
because the Spouse cannot be located or because of other special circumstances.
Notwithstanding the foregoing, no such designation of an alternate beneficiary shall
be effective unless made after the earlier of (i) the first day of the Plan Year in
which the Participant attains age 35, or (ii) the date the Member separates from
service.
  (b)
    
    Subject to the provisions of Paragraph (a) above, a Participant or former
Participant may designate a beneficiary or beneficiaries to receive any death benefit
payable under Section 11.5. Any such designation shall be made, and may be changed or
revoked, except as provided in Paragraph (a) above, by filing the appropriate form with
the Committee. If more than one person is designated each shall have an equal share
unless the designation directs otherwise. Any designation, change or revocation by a
Participant or former Participant shall be effective only if it is received by the
Committee before the death of such Participant or former Participant. For purposes of
this Paragraph (b), the term person includes an individual, a trust or an estate, If
no beneficiary designation is on file with the Committee at the Participants or former
Participants death, or if any designation is not effective for any reason, as
determined by the Committee, the benefit payable under Section 11.5 shall be paid to
such Participants or former Participants estate.
 11.7
    
    Payment of Cash Balance
  (a)
    
    If the sum of the amount of his Account as of the first day of the month after
his Termination Date and the present value of his vested Accrued Benefit, if any, is
$1,000 or less, his Account balance as of such date shall be paid to him in a lump sum
on such date. If required for administrative reasons, the members Account shall be
paid as aforesaid as the first day of any subsequent month. The date of such payment
shall be his Annuity Starting Date.
  68




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##### 



(b)
    
    If the balance of a Participants Account, together with the present value of
his vested Accrued Benefit, if any, exceeds $1,000 or less, a Participants Account
shall, at the election of the Participant, be paid in accordance with (1) or (2) below:
 (1)
    
    At the written election and direction of the Participant (and
in the case of a married Participant with the written consent of his Spouse),
payment shall be made in a lump sum amount equal to his Account balance
determined and paid as of the first day of the month subsequent to his
Termination Date. If required for administrative reasons, the Participants
Account shall be paid as aforesaid as of the first day of any subsequent month.
The date of such payment shall be his Annuity Starting Date.
 (2)
    
    At the written election and direction of a Participant, payment
shall be made in the form of Cash Balance Retirement Income (as defined in
Section 11.4) or, in the case of a married Participant with the consent of his
Spouse, in any other form permitted under Section 4.3 commencing as of the
first day of the month subsequent to his Termination Date.
 (c)
    
    If no election is made in Subparagraph (b)(1) or (2) of this Section 11.7, the
Cash Balance Retirement Income shall be paid in the same form and at the same time that
the Accrued Benefit is paid.
 (d)
    
    An election in Subparagraph (b) (1) or (2) of this Section 11.7, must be made
and may be changed or revoked during the 180-day period (effective January 1, 2008)
ending on the Annuity Starting Date.
  DYNEGY INC.By:Name:Title:  69




---



##### 



DYNEGY NORTHEAST GENERATION, INC. RETIREMENT INCOME PLAN
 ADDENDUM A
HISTORY OF REVISED PLAN PROVISIONS
 Table of Contents
 PageARTICLE 1 - DEFINITIONSA-1.6 Break in Service
    
    
    A-1(a) Before the 1976 Plan Year
    
    
    A-1(b) 1976  1984 Plan Years
    
    
    A-1(c) 1985  1988 Plan Years
    
    
    A-1(d) After the 1988 Plan Year
    
    
    A-1A-1.17 Employee Contributions
    
    
    A-2ARTICLE 3 - RETIREMENT DATES AND BENEFITSA-3.1 Normal Retirement
    
    
    A-3(b) Amount of Normal Retirement Benefit
    
    
    A-3
   70




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##### 



DYNEGY NORTHEAST GENERATION, INC. RETIREMENT INCOME PLAN
 ADDENDUM A
HISTORY OF PLAN TO PLAN TRANSFERRED BENEFITS
  ARTICLE 1
 Definitions
 A-1.6
    
    Break in Service. A Break in Service incurred by a nonvested terminated Participant has
always been governed by the rule in effect as of his Termination Date. No Participant has been
entitled to have his Years of Vesting Service determined under a more generous Break in
Service rule which became effective after his Termination Date, unless he resumed Employment
before he incurred a Break in Service under the old rule and earned at least one Hour of
Service after the effective date of the new rule. As described below, the Break in Service
rule as in effect from time to time has become progressively more generous.
 (a)
    
    Before the 1976 Plan Year. The nonvested Participant who terminated and
incurred a One-Year Break lost all credit for all purposes under the Plan.
 (b)
    
    1976 -1984 Plan Years. The nonvested Participant who terminated and incurred
consecutive One-Year Breaks equal to or greater than the number of his pre-break Years
of Vesting Service lost all credit for all purposes under the Plan.
 (c)
    
    1985 -1988 Plan Years. The nonvested Participant who terminated and incurred
consecutive One-Year Breaks which equaled or exceeded the greater of five or the number
of his pre-break Years of Vesting Service, lost all credit for all purposes under the
Plan.
 (d)
    
    After the 1988 Plan Year. The nonvested Participant who terminates Employment
will lose all credit for all purposes under the Plan after he incurs a Five-Year Break,
regardless of the number of his pre-break Years of Vesting Service.
  A-1




---



##### 



A-1.17
    
    Employee Contributionsmean the aggregate after-tax contributions made by a Participant,
plus credited interest, which amount is always fully vested. Interest on the aggregate
contributions is credited at the rates of:
 (a)
    
    3% per annum for Plan Years beginning in 1961 and ending in 1976;(b)
    
    5% per annum for Plan Years beginning 1976 and ending in 1988;(c)
    
    a rate equal to 120% of the federal midterm rate as in effect for October of
each year in Plan Years beginning in and after 1988.
      A-2




---



##### 



ARTICLE 2
 Retirement Dates and Benefits
 A-3.1
    
    Normal Retirement.
 (b)
    
    Amount of Normal Retirement Benefit. Before January 1, 2001, each Participants
normal retirement benefit is an amount equal to the sum of (1), (2) and (3):
 (1)
    
    Future Service Retirement Income
 (A)
    
    For periods after September 30, 1989 through
December 31, 2000 the sum of (1) plus (2) as follows:
 (1)
    
    2.0% of his Compensation for each
Year of Benefit Service prior to the October 1st
coinciding with or next following such Participants
50th birthday.
 (2)
    
    2.5% of his Compensation for each
Year of Benefit Service after the October 1st
coinciding with or next following such Participants 50th
birthday.
 (B)
    
    For periods after January 1, 1961 and prior to
October 1, 1989 the sum of (1) plus (2) as follows:
 (1)
    
    The amount set forth in column
(2) of Exhibit A for each Year of Benefit Service prior to the
October 1st coinciding with or next following such
Participants 50th birthday.
 (2)
    
    The amount set forth in column
(3) of Exhibit A for each Year of Benefit Service after the
October 1st coinciding with or next following such
Participants 50th birthday.
 (2)
    
    Past Service Retirement Income, an amount equal to (A) or (B):
 (A)
    
    If the Participant did not withdraw his
Employee Contributions, the retirement annuity accrued under the Group
Annuity Contract on December 31, 1960, or
 (B)
    
    If the Participant withdrew his Employee
Contributions, the retirement annuity resulting from the multiplication
of (i) the retirement annuity attributable to Company contributions
multiplied by (ii) a fraction, the numerator equal to Years of
Benefit Service while a Participant and the denominator equal to the
Years of Benefit Service the Participant would have at his Normal
Retirement Date, provided, however, that a Participant who has not
attained age 62 years of age at his Termination Date, shall be
treated as if he had reached 62 years of age.
  A-3




---



##### 



(3)
    
    Supplementary Past Service Retirement Income, an amount equal
to the sum of (A) through (J).
 (A)
    
    The sum of (i) and (ii), minus (iii), where
(i) 3/4% of annual earnings as of January 1, 1961 up to $4,800 plus (ii)
11/2% of annual earnings in excess of $4,800 multiplied by Years of
Benefit Service while a Participant prior to January 1, 1961 (plus one
year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), excluding, however, such
years of Service prior to the Participants 30th birthday, minus (iii)
Past Service Retirement Income.
 (B)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1% of his annual earnings as of October
1, 1971, up to $4,800 plus (ii) 11/2% of his annual earnings as of
October 1, 1971 over $4,800 multiplied by the number of Years of
Benefit Service while a Participant prior to October 1, 1971 (plus
one-year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), minus (iii) the portion of
Future Service Retirement Income for the period prior to October 1,
1971, (iv) Past Service Retirement Income, and (v) the portion of
Supplementary Past Service Retirement Income calculated in Subsection
(A) of this Section A-3.1(3). For purposes of the formula in this
Subsection (B), earnings at October 1, 1971 shall not exceed a
Participants average earnings for the five consecutive Plan Years
during which the Participant received his highest earnings.
 (C)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1% of annual earnings as of October 1,
1977, up to $7,600 plus (ii) 11/2% of annual earnings in excess of $7,600
multiplied by Years of Benefit Service while a Participant prior to
October 1, 1977 (plus one year for Participants for whom the one-year
eligibility period provisions then in effect were not waived), minus
(iii) the portion of Future Service Retirement Income for the period
prior to October 1, 1977, (iv) Past Service Retirement Income, and (v)
the portion of Supplementary Past Service Retirement Income calculated
in Subsection (A) and (B) of this Section A-3.1(3). For purposes of the
formula in this Subsection (C), earnings at
October 1, 1977 shall not exceed a Participants average earnings for
the five consecutive Plan Years during which the Participant received
his highest earnings.
  A-4




---



##### 



(D)
    
    This subsection (D) applies only to
Participants retiring on or after October 1, 1981 and shall be equal to
the sum of (i) and (ii), minus the sum of (iii), (iv) and (v), where
(i) 1% of annual earnings as of October 1, 1980, up to $10,000 plus
(ii) 11/2% of annual earnings in excess of $10,000 multiplied by Years of
Benefit Service while a Participant prior to October 1, 1980 (plus
one-year for Participants for whom the one year eligibility period
provisions then in effect were not waived), minus (iii) the portion of
Future Service Retirement Income for the period prior to October 1,
1980, (iv) Past Service Retirement Income, and (v) the portion of
Supplementary Past Service Retirement Income calculated in Subsection
(A), (B) and (C) of this Section A-3.1 (3). For purposes of the formula
in this Subsection (D), earnings at October 1, 1980 shall not exceed a
Participants average earnings for the four consecutive Plan Years
during which the Participant received his highest earnings.
 (E)
    
    This subsection (E) applies only to
Participants retiring on or after October 1, 1982 the sum of (i) and
(ii), minus the sum of (iii), (iv) and (v), where (i) 1% of annual
earnings as of October 1, 1981, up to $10,000 plus
(ii) 11/2% of annual
earnings in excess of $10,000 multiplied by Years of Benefit Service
while a Participant prior to October 1, 1981 (plus one year for
Participants for whom the one-year eligibility period provisions then
in effect were not waived), minus (iii) the portion of Future Service
Retirement Income for the period prior to October 1, 1981, (iv) Past
Service Retirement Income, and (v) the portion of Supplementary Past
Service Retirement Income calculated in Subsection (A), (B), (C) and
(D) of this Section A-3.1(3). For purposes of the formula in this
Subsection (E), earnings at October 1, 1981 shall not exceed a
Participants average earnings for the four consecutive Plan Years
during which the Participant received his highest earnings,
 (F)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1% of annual earnings as of October 1,
1985 up to $13,800 plus (ii) 11/2% of annual earnings in excess of
$13,800 multiplied by Years of Benefit Service while a Participant
prior to October 1, 1985, excluding Years of Benefit Service before
January 1, 1933 for all Participants and Years of Benefit Service
during which a Participant was eligible to accrue a retirement annuity
under the Group Annuity Contract but failed to do so minus (iii) the
portion of Future Service Retirement Income for the period prior to
October 1, 1985, minus (iv) Past Service Retirement Income, and (v)
the portion of Supplementary Past Service Retirement Income
calculated in Subsection (A), (B), (C), (D) and (E) of this Section
A-3.1(3). For purposes of the formula in this Subsection (F),
earnings at October 1, 1985 shall not exceed a Participants average
earnings for the four consecutive Plan Years during which the
Participant received his highest earnings.
  A-5




---



##### 



(G)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1.25% of the Participants Average
Earnings as of October 1, 1989 up to $15,708 plus (ii) 1.6% of Average
Earnings in excess of $15,708 multiplied by Years of Benefit Service
(not to exceed 43) while a Participant prior to October 1, 1989 (plus
one year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), excluding Years of Benefit
Service before January 1, 1933, for an employee who was a Participant
continuously and Years of Benefit Service during which a Participant
was eligible to accrue a retirement annuity under the Group Annuity
Contract but failed to do so minus (iii) the portion of Future Service
Retirement Income for the period prior to October 1, 1989, minus (iv)
Past Service Retirement Income, and (v) the portion of Supplementary
Past Service Retirement Income calculated in Subsection (A), (B), (C),
(D), (E), and (F) of this Section A-3.1(3). For purposes of the formula
in this Subsection (G), Average Earnings shall be the sum of the
following base rates of pay for such Participant divided by 3:
 
    
    50% of the base pay rate at October 1, 1986
    
    100% of the base pay rate at October 1, 1987
    
    100% of the base pay rate at October 1, 1988
    
    50% of the base pay rate at October 1, 1989
 (H)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1.35% of the Participants Average
Earnings as of October 1, 1992 up to $21,194 plus (ii) 1.6% of Average
Earnings in excess of $21,194 multiplied by Years of Benefit Service
(not to exceed 50) while a Participant prior to October 1, 1992 (plus
one year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), excluding Years of Benefit
Service before January 1, 1933, for an employee who was a Participant
continuously and Years of Benefit Service during which a Participant
was eligible to accrue a retirement annuity under the Group Annuity
Contract but failed to do so minus (iii) the portion of Future Service
Retirement Income for the period prior to October 1, 1992, minus (iv)
Past Service Retirement Income, and (v) the portion of Supplementary
past Service
Retirement Income calculated in Subsection (A), (B), (C), (D), (E),
(F) and (G) of this Section A-3.1(3). For purposes of the formula in
this Subsection (H), Average Earnings shall be the sum of the
following base rates of pay for such Participant divided by 3:
 
    
    50% of the base pay rate at October 1, 1989
    
    100% of the base pay rate at October 1, 1990
    
    100% of the base pay rate at October 1, 1991
    
    50% of the base pay rate at October 1, 1992
  A-6




---



##### 



(I)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1.40% of the Participants Average
Earnings as of October 1, 1994 up to $25,000 plus (ii) 1.6% of Average
Earnings in excess of $25,000 multiplied by Years of Benefit Service
(not to exceed 50) while a Participant prior to October 1, 1994 (plus
one year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), excluding Years of Benefit
Service before January 1, 1933, for an employee who was a Participant
continuously and Years of Benefit Service during which a Participant
was eligible to accrue a retirement annuity under the Group Annuity
Contract but failed to do so minus (iii) the portion of Future Service
Retirement Income for the period prior to October 1, 1994, minus (iv)
Past Service Retirement Income. and (v) the portion of Supplementary
Past Service Retirement Income calculated in Subsection (A), (B), (C),
(D), (E), (F), (G) and (H) of this Section A-3.1(3). For purposes of
the formula in this Subsection (I), Average Earnings shall be the sum
of the following base rates of pay for such Participant divided by 3:
 
    
    50% of the base pay rate at October 1, 1991
    
    100% of the base pay rate at October 1, 1992
    
    100% of the base pay rate at October 1, 1993
    
    50% of the base pay rate at October 1, 1994
 (J)
    
    The sum of (i) and (ii), minus the sum of
(iii), (iv) and (v), where (i) 1.40% of the Participants Average
Earnings as of October 1, 1998 up to $30,000 plus (ii) 1.7% of Average
Earnings in excess of $30,000 multiplied by Years of Benefit Service
(not to exceed 50) while a Participant prior to October 1, 1998 (plus
one year for Participants for whom the one-year eligibility period
provisions then in effect were not waived), excluding Years of Benefit
Service before January 1, 1933, for an employee who was a Participant
continuously and Years of Benefit Service during which a Participant
was eligible to accrue a retirement annuity under the Group Annuity
Contract but failed to do so minus (iii) the portion of Future Service
Retirement Income for the period
prior to October 1, 1998, minus (iv) Past Service Retirement Income,
and (v) the portion of Supplementary Past Service Retirement Income
calculated in Subsection (A), (B), (C), (D), (E), (F), (G), (H) and
(I) of this Section A-3.1 (3). For purposes of the formula in this
Subsection (J), Average Earnings shall be the sum of the following
base rates of pay for such Participant divided by 3:
 
    
    50% of the base pay rate at October 1, 1995
    
    100% of the base pay rate at October 1, 1996
    
    100% of the base pay rate at October 1, 1997
    
    50% of the base pay rate at October 1, 1998
  A-7




---



##### 



Annual Future Service
    
    Annual Future Service RetirementCompensation
    
    Retirement Income
    
    Income (Credited After Age 50)As of October 1st
    
    (Credited Prior to Age 50)
    
    and Prior to Retirement Date$1,049.99 and under
    
    $17.85
    
    Same1,050.00 to 1,349.99
    
    20.40
    
    Same1,350.00 to 1,649.99
    
    25.50
    
    Same1,650.00 to 1,949.99
    
    30.60
    
    Same1,950.00 to 2,249.99
    
    35.70
    
    Same2,250.00 to 2,549.99
    
    40.80
    
    Same2,550.00 to 2,849.99
    
    45.90
    
    Same2,850.00 to 3,149.99
    
    51.00
    
    Same3,150.00 to 3,449.99
    
    56.10
    
    Same3,450.00 to 3,749.99
    
    61.20
    
    Same3,750.00 to 4,049.99
    
    66.30
    
    Same4,050.00 to 4,349.99
    
    71.40
    
    Same4,350.00 to 4,649.99
    
    76.50
    
    Same4,650.00 to 4,949.99
    
    81.60
    
    Same4,950.00 to 5,249.99
    
    87.60
    
    89.105,250.00 to 5,549.99
    
    93.60
    
    96.605,550.00 to 5,849.99
    
    99.60
    
    104.405,850.00 to 6,149.99
    
    105.60
    
    111.606,150.00 to 6,449.99
    
    111.60
    
    119.106,450.00 to 6,749.99
    
    117.60
    
    126.606,750.00 to 7,049.99
    
    123.60
    
    134.107,050.00 to 7,349.99
    
    129.60
    
    141.607,350.00 to 7,649.99
    
    135.60
    
    149.107,650.00 to 7,949.99
    
    141.60
    
    156.607,950.00 to 8,249.99
    
    147.60
    
    164.108,250.00 to 8,549.99
    
    153.60
    
    171.608,550.00 to 8,849.99
    
    159.60
    
    179.108,850.00 to 9.149.99
    
    165.60
    
    186.609,150.00 to 9,449.99
    
    171.60
    
    194.109,450.00 to 9,749.99
    
    177.60
    
    201.609,750.00 to 10,049.99
    
    183.60
    
    209.1010,050.00 to 10,349.99
    
    189.60
    
    216.6010,350.00 to 10,649.99
    
    195.60
    
    224.1010,650.00 to 10,949.99
    
    201.60
    
    231.6010,950.00 to 11,249.99
    
    207.60
    
    239.1011,250.00 to 11,549.99
    
    213.60
    
    246.6011,550.00 to 11,849.99
    
    219.60
    
    254.1011,850.00 to 12,149.99
    
    225.60
    
    261.60
  A-8




---



##### 



Annual Future Service
    
    Annual Future Service RetirementCompensation
    
    Retirement Income
    
    Income (Credited After Age 50)As of October 1st
    
    (Credited Prior to Age 50)
    
    and Prior to Retirement Date12,150.00 to 12,449.99
    
    231.60
    
    269.1012,450.00 to 12,749.99
    
    237.60
    
    276.6012,750.00 to 13,049.99
    
    243.60
    
    284.1013,050.00 to 13,349.99
    
    249.60
    
    291.6013,350.00 to 13,649.99
    
    255.60
    
    299.1013,650.00 to 13,949.99
    
    261.60
    
    306.6013,950.00 to 14,249.99
    
    267.60
    
    314.1014,250.00 to 14,549.99
    
    273.60
    
    321.6014,550.00 to 14,849.99
    
    279.60
    
    329.1014,850.00 to 15,149.99
    
    285.60
    
    336.6015,150.00 to 15,449.99
    
    291.60
    
    344.1015,450.00 to 15,749.99
    
    297.60
    
    351.6015,750.00 to 16,049.99
    
    303.60
    
    359.1016,050.00 to 16,349.99
    
    309.60
    
    366.6016,350.00 to 16,649.99
    
    315.60
    
    374.1016,650.00 to 16,949.99
    
    321.60
    
    381.6016,950.00 to 17,249.99
    
    327.60
    
    389.1017,250.00 to 17,549.99
    
    333.60
    
    396.6017,550.00 to 17,849.99
    
    339.60
    
    404.1017,850.00 to 18,149.99
    
    345.60
    
    411.6018,150.00 to 18,449.99
    
    351.60
    
    419.1018,450.00 to 18,749.99
    
    357.60
    
    426.6018,750.00 to 19,049.99
    
    363.60
    
    434.1019,050.00 to 19,349.99
    
    369.60
    
    441.6019,350.00 to 19,649.99
    
    375.60
    
    449.1019,650.00 to 19,949.99
    
    381.60
    
    456.6019,950.00 to 20,249.99
    
    387.60
    
    464.1020,250.00 to 20,549.99
    
    393.60
    
    471.6020,550.00 to 20,849.99
    
    399.60
    
    479.1020,850.00 to 21,149.99
    
    405.60
    
    486.6021,150.00 to 21,449.99
    
    411.60
    
    494.1021,450.00 to 21,749.99
    
    417.60
    
    501.6021,750.00 to 22,049.99
    
    423.60
    
    509.1022,050.00 to 22,349.99
    
    429.60
    
    516.6022,350.00 to 22,649.99
    
    435.60
    
    524.1022,650.00 to 22,949.99
    
    441.60
    
    531.6022,950.00 to 23,249.99
    
    447.60
    
    539.1023,250.00 to 23,549.99
    
    453.60
    
    546.60Increase by $300 for each 
salary class
    
    Increase by $6.00 for each
 salary class
    
    Increase by $7.50 for each
salary class
   A-9




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##### 



ADDENDUM B
 PARTICIPATING EMPLOYERS
   A-10