Exhibit 10.40 SITHE STABLE PENSION ACCOUNT PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2007)




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PAGEPREAMBLE
    
    
    1ARTICLE 1 DEFINITIONS
    
    
    31.1 Accrued Benefit
    
    
    31.2 Actuarial Equivalent or Actuarial Equivalence
    
    
    31.3 Affiliated Company or Affiliate
    
    
    41.4 Applicable Interest Rate
    
    
    41.5 Authorized Leave of Absence
    
    
    41.6 Beneficiary
    
    
    41.7 Board or Board of Directors
    
    
    41.8 Cash Balance Account
    
    
    41.9 Code
    
    
    51.10 Company
    
    
    51.11 Compensation
    
    
    51.12 Disability
    
    
    61.13 Effective Date
    
    
    61.14 Eligible Employee
    
    
    61.15 Employee
    
    
    61.16 Employment Date
    
    
    61.17 Enrolled Actuary
    
    
    61.18 ERISA
    
    
    61.19 Fiduciary
    
    
    61.20 Fund
    
    
    61.21 Hour of Service
    
    
    71.21A Insurance Company
    
    
    71.22 Interest Credit(s)
    
    
    81.23 Member
    
    
    81.24 Non-Appendix B Member
    
    
    81.25 Normal Retirement Date
    
    
    81.26 Opening Balance
    
    
    81.27 Parental Absence
    
    
    81.28 Participating Company
    
    
    81.29 Pay Credit
    
    
    81.30 Payment Date
    
    
    81.31 Plan
    
    
    91.32 Plan A
    
    
    91.33 Plan B
    
    
    91.34 Plan Administrator
    
    
    91.35 Plan Year
    
    
    91.36 Reemployment or Reemployment Date
    
    
    91.37 Retirement Benefit
    
    
    9
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PAGE1.38 Spouse
    
    
    91.39 Termination Date
    
    
    91.40 Trust
    
    
    91.41 Trust Agreement
    
    
    101.42 Trustee
    
    
    101.43 Union Member
    
    
    10ARTICLE 2 PARTICIPATION AND SERVICE
    
    
    102.1 Eligibility Requirements
    
    
    102.2 Special One-Time Election
    
    
    102.3 Service
    
    
    11ARTICLE 3 CASH BALANCE ACCOUNT
    
    
    123.1 In General
    
    
    123.2 Opening Balance
    
    
    123.3 Pay Credits
    
    
    123.4 Interest Credits
    
    
    133.5 Cash Balance Account
    
    
    133.6 Reemployment of Members
    
    
    13ARTICLE 4 PAYMENTS
    
    
    144.1 Payment Dates
    
    
    144.2 Forms of Payment
    
    
    154.3 Election Procedures
    
    
    174.4 Effect of Death on Forms of Payment
    
    
    224.5 Payment on Members Behalf
    
    
    224.6 Unclaimed Benefits
    
    
    234.7 Maximum Benefit Limitation
    
    
    234.8 Minimum Distribution Requirements
    
    
    24ARTICLE 5 PRE-DISTRIBUTION DEATH BENEFITS
    
    
    295.1 General Provisions
    
    
    295.2 Payment
    
    
    29ARTICLE 6 DISABILITY
    
    
    306.1 Disability
    
    
    306.2 Disability Election
    
    
    306.3 Cessation
    
    
    30
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PAGEARTICLE 7 VESTING
    
    
    30ARTICLE 8 BENEFICIARIES
    
    
    318.1 Beneficiary Designation
    
    
    318.2 Death of Beneficiary
    
    
    31ARTICLE 9 FUNDING AND CONTRIBUTIONS
    
    
    319.1 Establishment of the Funds
    
    
    319.2 Company Contributions
    
    
    319.3 Return of Company Contributions
    
    
    329.4 Forfeitures and Other Gains
    
    
    329.5 Expenses
    
    
    329.6 Actuarial Valuations
    
    
    32ARTICLE 10 ADMINISTRATION
    
    
    3310.1 Delineation of Fiduciary Responsibilities
    
    
    3310.2 Appointment of the Members of the Administrative Committee
    
    
    3410.3 Organization and Operation of the Administrative Committee
    
    
    3410.4 Powers and Duties of the Plan Administrator
    
    
    3510.5 Accounts and Records
    
    
    3510.6 Employment of Specialists
    
    
    3610.7 Claims and Review Procedures
    
    
    3610.8 Standard of Conduct
    
    
    3710.9 Indemnification
    
    
    3710.10 Compensation of Administrative Committee Members
    
    
    3710.11 Actions to be Uniform
    
    
    3710.12 Effect of Interpretation or Determination
    
    
    3710.13 Withholding of Tax
    
    
    37ARTICLE 11 AMENDMENT AND TERMINATION
    
    
    3811.1 Right to Amend
    
    
    3811.2 Right to Terminate
    
    
    3811.3 Amendments or Termination Affecting Union Members
    
    
    3811.4 Nonforfeitable Benefits
    
    
    3811.5 Satisfaction of Liabilities
    
    
    39ARTICLE 12 GENERAL PROVISIONS
    
    
    3912.1 Rights to Benefits
    
    
    3912.2 Company Rights
    
    
    3912.3 Construction
    
    
    3912.4 Titles
    
    
    40
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PAGE12.5 Impossibility of Action
    
    
    4012.6 Separability
    
    
    4012.7 Merger or Consolidation of Plan
    
    
    4012.8 Latest Commencement of Benefits
    
    
    4012.9 Veterans Reemployment Rights
    
    
    4112.10 Separate Plans and Assets
    
    
    41ARTICLE 13 TOP HEAVY
    
    
    4113.1 Purpose and Applicability
    
    
    4113.2 Special Vesting
    
    
    4213.3 Minimum Benefits
    
    
    4213.4 Definitions
    
    
    4313.5 Adjustment to Benefit Limitations
    
    
    45APPENDIX A SPECIAL PROVISIONS FOR FORMER GPU REPRESENTED
EMPLOYEES
    
    
    46ARTICLE A1 PURPOSE AND APPLICABILITY
    
    
    46A1.1 Purpose and Applicability
    
    
    46A1.2 Participating Company
    
    
    47A1.3 Plan Assets
    
    
    47ARTICLE A2 JERSEY PLAN COVERED GROUP PROVISIONS
    
    
    47A2.1 Jersey Plan Eligible Employee
    
    
    47A2.2 Creditable Service
    
    
    47A2.3 Vesting Service
    
    
    48A2.4 Creditable Service for Determination of Basic Annuity
    
    
    48A2.5 Service for All Other Purposes
    
    
    48A2.6 Basic Earnings
    
    
    48A2.7 Inapplicable Jersey Plan Provisions
    
    
    48ARTICLE A3 METROPOLITAN PLAN COVERED GROUP PROVISIONS
    
    
    49A3.1 Metropolitan Plan Eligible Employee
    
    
    49A3.2 Creditable Service
    
    
    49A3.3 Vesting Service
    
    
    49A3.4 Creditable Service for Determination of Basic Annuity
    
    
    50A3.5 Service for All Other Purposes
    
    
    50A3.6 Basic Earnings
    
    
    50A3.7 Inapplicable Metropolitan Plan Provisions
    
    
    50
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PAGEARTICLE A4 PENELEC PLAN COVERED GROUP PROVISIONS
    
    
    51A4.1 Penelec Plan Eligible Employee
    
    
    51A4.2 Creditable Service
    
    
    51A4.3 Vesting Service
    
    
    51A4.4 Creditable Service for Determination of Basic Annuity
    
    
    52A4.5 Service for All Other Purposes
    
    
    52A4.6 Basic Earnings
    
    
    52A4.7 Inapplicable Penelec Plan Provisions
    
    
    52APPENDIX B MODIFIED TRADITIONAL PENSION PLAN FOR CERTAIN UNION
MEMBERS
    
    
    53ARTICLE B1 INTRODUCTION
    
    
    53ARTICLE B2 DEFINITIONS OTHER THAN SERVICE DEFINITIONS
    
    
    54B2.1 Accumulated Member Contributions
    
    
    54B2.2 Accrued Benefit
    
    
    54B2.3 Actuarial Equivalent
    
    
    55B2.4 Annuity Starting Date
    
    
    55B2.5 Base Pay
    
    
    55B2.6 BECO Retirement Plan
    
    
    56B2.7 Beneficiary
    
    
    56B2.8 Contingent Annuitant
    
    
    56B2.9 Effective Date
    
    
    56B2.10 Eligible Employee
    
    
    56B2.11 Employee
    
    
    56B2.12 Final Average Pay
    
    
    57B2.13 Lump-sum Equivalent
    
    
    57B2.14 Member
    
    
    57B2.15 Plan
    
    
    57B2.16 Plan Year
    
    
    57B2.17 Retirement Date
    
    
    57B2.18 Surviving Spouse
    
    
    57ARTICLE B3 SERVICE DEFINITIONS
    
    
    58B3.1 Employment Commencement Date
    
    
    58B3.2 Break in Service
    
    
    58B3.3 Substantial Break
    
    
    58B3.4 Year of Eligibility Service
    
    
    59B3.5 Year of Vesting Service
    
    
    59B3.6 Years of Benefit Service
    
    
    60B3.7 Fully Vested
    
    
    60B3.8 Service Bridging
    
    
    60
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PAGEARTICLE B4 ELIGIBILITY FOR MEMBERSHIP
    
    
    60B4.1 Eligibility
    
    
    60B4.2 Membership Following a Break in Service
    
    
    60ARTICLE B5 CONTRIBUTIONS TO THE FUND
    
    
    61B5.1 Continuation of Member Contributions
    
    
    61B5.2 Withdrawal of Accumulated Member Contributions
    
    
    61B5.3 Forfeitures and Other Gains
    
    
    62ARTICLE B6 RETIREMENT DATES
    
    
    62B6.1 Normal Retirement Date
    
    
    62B6.2 Early Retirement Date
    
    
    62B6.3 Disability Retirement Date
    
    
    63B6.4 Late Retirement Date
    
    
    63ARTICLE B7 NORMAL FORM AND AMOUNT OF RETIREMENT BENEFITS
    
    
    64B7.1 Formula Retirement Benefit
    
    
    64B7.2 Normal Form of Retirement Benefit for Single Members
    
    
    66B7.3 Normal Form of Retirement Benefit for Married Members
    
    
    66B7.4 Normal or Late Retirement Benefit
    
    
    66B7.5 Deferred Early Retirement Benefit
    
    
    66B7.6 Reduced Early Retirement Benefit
    
    
    66B7.7 Temporary Supplemental Benefit for Certain Early Retirees
    
    
    68B7.8 Disability Retirement Benefit
    
    
    68B7.9 Retirement Benefit After Reemployment Following a Break in Service
    
    
    68ARTICLE B8 OPTIONAL FORMS OF RETIREMENT BENEFIT
    
    
    69B8.1 Options and Elections
    
    
    69B8.2 Amount of Retirement Benefit
    
    
    71ARTICLE B9 DEATH PRIOR TO ANNUITY STARTING DATE
    
    
    72B9.1 Preretirement Surviving Spouse Benefit
    
    
    72B9.2 Return of Accumulated Member Contributions
    
    
    73B9.3 Termination of Membership
    
    
    74
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PAGEARTICLE B10 DEATH ON OR AFTER ANNUITY STARTING DATE
    
    
    74B10.1 No Optional Form of Retirement Benefit in Effect
    
    
    74B10.2 Optional or Normal Form of Retirement Benefit For Married Member in Effect
    
    
    74B10.3 Termination of Membership
    
    
    74ARTICLE B11 VESTING
    
    
    75B11.1 Deferred Vested Retirement Benefit
    
    
    75B11.2 Reduced Earlier Vested Retirement Benefit
    
    
    75B11.3 No Reduction of Vesting
    
    
    76B11.4 Withdrawal of Accumulated Member Contributions by Vested Member
    
    
    76
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PREAMBLE
       1




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2




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DEFINITIONS
  1.1
    
    Accrued Benefit means the value of a Members Cash Balance Account as of any
determination date with actual Interest Credits thereon until Normal Retirement
Date and payable as a single lump sum on such Members Normal Retirement Date. If a Member
continues as an Eligible Employee after Normal Retirement Date, the Accrued Benefit is equal
to the value of the Cash Balance Account immediately payable in a single lump sum. A
Members Accrued Benefit shall never be less valuable than it was on December 31, 2000 under
the terms of Plan B in effect on such date. Notwithstanding anything to the contrary in
this Section 1.1, for purposes of determining a Members Accrued Benefit, such Members
Accrued Benefit shall be determined immediately prior to the closing (the Closing) of the
transactions contemplated by that certain Stock Purchase Agreement dated as of November 1,
2004, by and among Exelon SHC, Inc., Exelon New England Power Marketing, L.P., ExRes SHC,
Inc., and Dynegy New York Holdings, Inc. A Member shall not be credited with any additional
Pay Credits under Section 3.3 (or Section 6.1) on or after the Closing and shall only be
credited with Interest Credits under Section 3.4 until the Payment Date of such Members
Accrued Benefit.
 1.2
    
    Actuarial Equivalent or Actuarial Equivalence means a benefit of
equivalent value to another benefit, determined on the following bases:
 (a)
    
    for conversion of a single life annuity to an optional annuity form of payment
under Section 4.2, the following:
 (i)
    
    Interest: 7.0% per year
 (ii)
    
    Mortality: 1983 Unisex Group Annuity Mortality Table
 (b)
    
    for conversion of a Members Cash Balance Account to a single life annuity
under Section 4.2: the mortality table specified from time to time under Code
Section 417(e)(3), or regulations thereunder, and the Applicable Interest
Rate described in Section 1.4.
 (c)
    
    For purposes of determining a Union Members Opening Balance under Section 3.2,
the interest rate specified under Code Section 417(e)(3) as in effect for March, 2000
and the mortality table specified under Code Section 417(e)(3).
 (d)
    
    for all other purposes, mortality and interest as shown in (b) above.
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1.3
    
    Affiliated
Company or Affiliate means (a) any corporation (other than the
Company) that is a member of a controlled group of corporations (as defined in section 414(b)
of the Code) with the Company, (b) any trade or business (other than the Company), whether or
not incorporated, that is under common control (as defined in section 414(c) of the Code) with
the Company, and (c) any organization (other than the Company) that is a member of an
affiliated service group (as defined in section 414(m) of the Code) of which the Company is
also a member or that is otherwise required to be aggregated with the Company under the
regulations under section 414(o) of the Code. Notwithstanding the foregoing, the term
Affiliated Company shall not include any such corporation, trade or business, or
organization prior to the date on which such corporation, trade or business, or organization
satisfies the affiliation tests of (a), (b), or (c) above. Solely for purposes of Section 4.7
of the Plan, section 414(b) and section 414(c) of the Code will be considered modified by
section 415(h) of the Code.
 1.4
    
    Applicable Interest Rate means the interest rate specified under Code Section
417(e)(3) as in effect for the November preceding the start of the Plan Year in which the
payment is made. In the case of payments that commence in calendar year 2000, such rate will
be the rate in effect for November 1999.
 1.5
    
    Authorized Leave of Absence means any absence authorized by the
Participating Company under its standard personnel practices, provided that all persons under
similar circumstances are treated alike in the granting of such Authorized Leave of Absence,
and provided further that the Member returns or retires within the period specified in the
Authorized Leave of Absence. An absence due to service in the Armed Forces of the United
States shall be considered an Authorized Leave of Absence provided that the Employee
complies with all of the requirements of Federal law in order to be entitled to reemployment
and provided further that the Employee returns to employment with the Company or an Affiliated
Company within the period provided by such law.
 1.6
    
    Beneficiary means the person or persons entitled under Article 9 to receive any benefit
payable hereunder on or after the Members death, other than any benefit payable to a Spouse
pursuant to Section 4.2(a) or to a surviving Spouse pursuant to Section 5.1.
 1.7
    
    Board or Board of Directors means the Board of Directors of the Company.
 1.8
    
    Cash Balance Account means the notional account described in Section 3.1 and
maintained for each Member pursuant to Section 3.5.
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1.9
    
    Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to
any section or subsection of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces such section or
subsection.
 1.10
    
    Company
 (a)
    
    For purposes of applying this document (including Appendix B) to Union Members
who participate in Plan B, Company means Sithe New England Power Services,
Inc.; and
 (b)
    
    For purposes of applying this document to all Members not covered by subsection
(a) above and who participate in Plan A, Company means Sithe Energies, Inc.
 1.11
    
    Compensation means the base wages received by a Member by a Participating Company
in a calendar quarter and all base wage pre-tax contributions for such calendar quarter made
at the Members voluntary election to a qualified cash or deferred arrangement as defined in
Code Section 401(k), a cafeteria plan meeting the requirements of Code Section 125, or any
other salary reduction program authorized under the Code and sponsored by a Participating
Company.
  (a)
    
    any amount in excess of $200,000, as adjusted for cost-of-living increases in
accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment
in effect for a calendar year applies to annual Compensation for the Plan Year that
begins with such calendar year.
 (b)
    
    overtime pay, bonuses, and commission;
 (c)
    
    the value of any stock options;(d)
    
    severance pay of any kind;
 (e)
    
    any form of special pay other than what is specifically described above; and
 (f)
    
    any long term disability (LTD) payments made directly by a Participating
Company or under a plan sponsored by such employer.
 For purposes of determining a Members Compensation for the calendar quarter beginning on
January 1, 2005, only such Members Compensation received for the period beginning on and
after January 1, 2005 and ending immediately prior to the Closing shall be taken into
account. A Members Compensation for any period beginning on or after the Closing shall be disregarded for purposes of this Section
1.11.
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1.12
    
    Disability means a physical or mental incapacity that actually entitles a Member to
benefits under the group long-term disability (LTD) plan sponsored by a Participating Company.
 1.13
    
    Effective Date means January 1, 2007, except as otherwise specified herein or as required by law.
 1.14
    
    Eligible Employee means an Employee who meets the eligibility requirements of
Article 2.
 1.15
    
    Employee means an employee of the Company or an Affiliated Company. However, the term does
not include any person whose services are performed pursuant to a contract with such person
that purports to treat the individual as an independent contractor even if such individual is
later determined (by judicial action or otherwise) to have been a common law employee of the
Company or an Affiliated Company rather than an independent contractor.
 1.16
    
    Employment Date means shall mean the first day on which an Employee is credited
with an Hour of Service.
 1.17
    
    Enrolled Actuary means an individual or firm of actuaries, who shall be
independent of the Company, selected from time to time by the Plan
Administrator, who meets the standards and qualifications established by the Joint Board for
the Enrollment of Actuaries, or a firm of actuaries which has on staff such individual
actuary, to perform all necessary actuarial services in connection with the operation of the
Plan.
 1.18
    
    ERISA means the Employee Retirement Income Security Act of 1974, as the same may be amended
from time to time, and as interpreted by the regulations, rulings and cases promulgated or
decided thereunder.
 1.19
    
    Fiduciary means any person who exercises any discretionary authority or discretionary
control respecting the management of the Plan, assets held under the Plan, or disposition of
Plan assets; who renders investment advice for a fee or other compensation, direct or
indirect, with respect to assets held under the Plan or has any authority or responsibility to
do so; or who has any discretionary authority or discretionary responsibility in the
administration of the Plan. Any person who exercises authority or has responsibility of a
fiduciary nature as described above shall be considered a Fiduciary under the Plan.
 1.20
    
    Fund means the cash and other investments of the Plan, and income attributable
thereto, held and administered by the Trustee(s) in accordance with the Trust Agreement(s) and/or by the Insurance Company in accordance with any group annuity
contracts.
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1.21
    
    Hour of Service means:
 (a)
    
    each hour for which an individual is directly or indirectly paid, or entitled
to payment, by the Company or an Affiliate for the performance of duties during a
computation period, such hours to be credited to him for the computation period or
period in which the duties are performed;
 (b)
    
    each hour for which back pay, irrespective of mitigation of damages, has been either
awarded or agreed to by the Company or an Affiliate, with such hours to be credited to the
individual for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is made. The
same Hours of Service shall not be credited both under paragraphs (a) or (c) of this
Section, as the case may be, and under this paragraph (b); and
 (c)
    
    each hour for which the individual is directly or indirectly paid, or entitled
to payment, by the Company or an Affiliate on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or leave of absence. For purposes of this paragraph
(c), an Employee shall not be credited with Hours of Service on account of payments
made or due (i) under a plan maintained solely for the purpose of complying with
applicable workmens compensation or unemployment compensation or disability insurance
laws or (ii) which solely reimburse an Employee for medical or medically related
expenses incurred by the Employee. For purposes of this paragraph (c), the number of
Hours of Service to be credited to an Employee shall be determined in
accordance with Department of Labor Regulations Sections 2530.200b-2(b)
and 2530.200b-2(c).
  1.21A
    
    Insurance Company means any legal reserve life insurance company which has issued one or
more group annuity contracts to the Company or the Trustee for the purpose of funding all or
a part of the benefits due under the Plan.
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1.22
    
    Interest Credit(s) means the interest amounts credited to a Members Cash
Balance Account pursuant to Section 3.4.
 1.23
    
    Member means any Eligible Employee who is currently participating in the Plan in accordance
with Article 2 or any former Eligible Employee who continues to be entitled to a benefit under
the Plan.
 1.24
    
    Non-Appendix B Member means any Union Member who does not accrue any benefit under
Appendix B and
 (a)
    
    who is hired by a Participating Company on or after January 1, 2001; or
 (b)
    
    who is or becomes employed at the Mystic 8/9 facility or the Fore River
facility on or after January 1, 2001; or
 (c)
    
    who elected to participate under the cash balance provisions of the Plan
pursuant to Section 2.2(a).
 1.25
    
    Normal Retirement Date means the Members 65th birthday.
 1.26
    
    Opening Balance means those amounts credited to the Cash Balance Accounts
of certain Eligible Employees as provided in Section 3.2.
 1.27
    
    Parental Absence means an Employees absence from work which has commenced for
any of the following reasons:
 (a)
    
    the pregnancy of the Employee;(b)
    
    the birth of the Employees child;(c)
    
    the adoption of a child by the Employee; or
 (d)
    
    the need to care for the Employees child immediately following its birth or adoption.
 1.28
    
    Participating Company means the Company and any Affiliated Company that adopts this
Plan with the Companys permission.
 1.29
    
    Pay Credit means the notional amounts credited to a Members Cash Balance Account pursuant
to Section 3.3.
 1.30
    
    Payment Date means:
 (a)
    
    the first day of the first period for which a benefit is payable to the
Member under the Plan as an annuity, (or to the Spouse or Beneficiary in the case of
death before retirement benefits commence), or
  8




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(b)
    
    in the case of a benefit payable in the form of a lump sum, the first day on
which all events have occurred (including completion of required application forms)
which entitle the Member, Spouse, or Beneficiary to such benefit.
 1.31
    
    Plan means this entire Sithe Stable Pension Account Plan document unless the context
clearly indicates reference to Plan A or Plan B.
 1.32
    
    Plan A means the provisions of this Sithe Stable Pension Account Plan document as
applicable to Eligible Employees other than Union Members, as from time to time amended,
subject to the requirements of Sections 9.1 and 12.10 of the Plan.
 1.33
    
    Plan B, also known as the Sithe Union Employees Pension Plan, means the provisions of this
document which provide benefits to certain Union Employees as described in Appendix B and to
other Union Employees as described in the provisions of the Sithe Stable Pension Account,
subject to the requirements of Sections 9.1 and 12.10 of the
Plan. Prior to January 1, 2001,
Plan B was named the Sithe Energies Group Pension Plan.
 1.34
    
    Plan
Administrator means the Dynegy Inc. Benefit Plans Committee.1.35
    
    Plan Year means the calendar year.1.36
    
    Reemployment or Reemployment Date means the first day on which an Employee completes an Hour of Service after a Termination Date.1.37
    
    Retirement Benefit means either:
 (a)
    
    a lump sum payment made pursuant to Section 4.2(b)(iii), or(b)
    
    monthly annuity payments.
 1.38
    
    Spouse means the person to whom a Member is legally married on his Payment Date, or if
benefit payments have not commenced prior to date of death, the person to whom the Member was
legally married on the date of his death.
 1.39
    
    Termination Date means the later of the date an Employee is discharged, dies,
retires, or voluntarily quits employment, or is otherwise deemed to be terminated from
employment with the Company and all Affiliated Companies according to the applicable
Participating Companys standard personnel practice.
 1.40
    
    Trust means the trust established pursuant to the Trust Agreement.
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1.41
    
    Trust Agreement means the written agreements, one or more, between the
Company and the Trustee(s) in connection with the Plan, as such agreements may be in
existence or amended from time to time.
 1.42
    
    Trustee means such individual(s), corporate entity, or financial institution as shall have
entered into the Trust Agreement with the Company and any successor thereto.
 1.43
    
    Union Member means an Employee whose employment is governed by the terms of a
collective bargaining agreement between the Company and the Utility Workers Union of America,
AFL-CIO and Local 369, Utility Workers Union of America, AFL-CIO.
 PARTICIPATION AND SERVICE
 2.1
    
    Eligibility Requirements. An Eligible Employee is each Employee who:
 (a)
    
    is employed by a Participating Company;(b)
    
    is not a leased employee as defined in Code Section 414(n)(2); and(c)
    
    is not a Union Member accruing benefits under Appendix B.
 (d)
    
    Notwithstanding anything to the contrary in this Section 2.1, no Employee or
Eligible Employee shall become a Member in the Plan on or after the Closing.
 2.2
    
    Special One-Time Election.
 (a)
    
    Union Members who on December 31, 2000 are both (1) employed by a
Participating Company and (2) are age 45 or older shall have a one-time opportunity to
elect in writing the retirement provisions under which they choose to be covered. Such
Union Members shall have a choice between participating in the cash balance provisions
described in the main body of this document (the Sithe Stable Pension Account)
or the modified traditional pension plan provisions described in Appendix B.
 (b)
    
    Notwithstanding the above, any Union Member who is or becomes employed at
the Mystic 8/9 facility or the Fore River facility on or after January 1, 2001 shall
automatically be covered by the cash balance provisions described in the body of this
document and cease to be covered under the provisions of Appendix B.
 (c)
    
    Irrespective of whether a Union Member is covered by the cash balance
provisions or the modified traditional pension provisions, all benefits for
Union Members are provided exclusively under Plan B and the assets related
thereto.
  10




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##### 



2.3
    
    Service.
 (a)
    
    Break in Service means, in the case of any Employee, a Plan Year in
which the Employee has 500 or fewer Hours of Service, but not including any such Plan
Year before the one in which he ceases to be an Employee. Solely for purposes of
determining whether a Break in Service has occurred, there shall be credited to the
Employee as Hours of Service each hour not otherwise creditable under Section 1.21
during a Parental Absence; provided, that:
 (i)
    
    Any Hour of Service credited hereunder with respect to an
absence shall be credited (A) only in the Plan Year in which the absence
begins, if the Employee would be prevented from incurring a Break in Service
in such Year solely because of Hours of Service credited hereunder for such
absence, or (B) in any other case, in the immediately following Plan Year;
 (ii)
    
    No Hours of Service shall be credited hereunder unless the
Employee furnishes the Plan Administrator with such information as the Plan
Administrator may reasonably require (in such form and at such time as the
Plan Administrator may reasonably require) establishing (A) that the absence
from work is an absence described hereunder and (B) the number of days for
which the absence lasted.
 (iii)
    
    In no event shall more than 501 Hours of Service be credited
to an Employee hereunder for any one absence by reason of pregnancy or the
placement of any one child.
 (b)
    
    Substantial Break means, in the case of any Employee or Member who
does not have a nonforfeitable right to any portion of his Accrued Benefit, a number of
consecutive Breaks in Service which equals or exceeds five.
 (c)
    
    Year of Vesting Service means a Plan Year during which an Employee
has at least 1,000 Hours of Service, subject to the following special rules:
 (i)
    
    In the case of a Member who incurs a Substantial Break, Years
of Vesting Service prior to such Break will be disregarded.
 (ii)
    
    In the event a Member has a Break in Service and thereafter
again becomes an Employee and a Member without having incurred a Substantial
Break, his Years of Vesting Service prior to his Break in Service shall be
restored to him.
  11




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CASH BALANCE ACCOUNT
 3.1
    
    In General. A notional account (hereinafter referred to as the Cash Balance Account)
shall be established and maintained for each Member who has been credited with at least 1,000
Hours of Service during a Plan Year. A Members Cash Balance Account shall consist of the sum
of (a) an Opening Balance, if any, determined in accordance with Section 3.2, (b) Pay Credits
determined in accordance with Section 3.3 and (c) Interest Credits determined in accordance
with Section 3.4.
 3.2
    
    Opening Balance. The Cash Balance Account of each Union Member who participated in
the Sithe Energies Group Pension Plan immediately prior to January 1, 2001 and who is covered
by the provisions of this Plan on January 1, 2001, excluding any Union Member who makes the
election described in Section 2.2 of the Plan to accrue a benefit under Appendix B, shall be
credited with an Opening Balance as of January 1, 2001. The Opening Balance shall be equal to
the single sum Actuarial Equivalent value of the Members December 31, 2000 accrued benefit
under the Sithe Energies Group Pension Plan, calculated on the basis of the Members attained
age in years and completed months as of December 31, 2000 including the value of any early
retirement subsidy for which the Member would have qualified under Plan B had he retired on
December 31, 2000.
 3.3
    
    Pay Credits.
 (a)
    
    Except as provided under (b) and (c) below, as of the last day of each
calendar quarter, a Pay Credit shall be credited to the Cash Balance Account of each
Member who received Compensation during such quarter calendar. The Pay Credit
shall be equal to 3% of the Members Compensation for such calendar
quarter.
 (b)
    
    Except as provided in (c) below, the Pay Credit described in (a) above shall
be rescinded if the Member is not credited with at least 1,000 Hours of Service for
the Plan Year in which the calendar quarter Pay Credit is made.
 (c)
    
    2005 Plan Year. Notwithstanding subsections (a) and (b) above, solely
for the Plan Year beginning on January 1, 2005 (the 2005 Plan Year), the Pay Credit
described in (a) above shall be credited immediately prior to the Closing to the Cash
Balance Account of each Member who received Compensation during for the 2005 Plan
Year. Such Pay Credit shall be rescinded if the Member is not credited with at least
1/12 of 1,000 Hours of Service for each full month in the period beginning on January
1, 2005 and ending immediately prior to the Closing.
  12




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##### 



3.4
    
    Interest Credits.
 (a)
    
    Except as provided under (b) below, Interest Credits shall be equal to a
percentage of the Members Cash Balance Account as of the first day of a calendar
quarter and shall be added to each Members Cash Balance Account as of the last day of
such quarter. However, for any year in which payment of the Members Cash Balance
Account is made in any form, simple interest shall be credited on the amount of the
Members Cash Balance Account as of the first day of the quarter for the period from
the first day of such quarter to the expected Payment Date. In no event will Interest
Credits continue after benefits have commenced.
 (b)
    
    If the Members Pay Credit is rescinded pursuant to Section 3.3(b), the
Interest Credit related thereto described in (a) above shall also be rescinded.
 (c)
    
    Except as provided in (d) below, the annual rate of interest used to determine
the Interest Credit for a Plan Year shall be the annual average of the yield on
one-year constant maturity Treasury Bill rates in the preceding Plan Year (as published
in the Federal Reserve Statistical Release) plus 1%. This annual rate shall be
converted to a quarterly equivalent for purposes of the quarterly crediting of
interest.
 (d)
    
    For purposes of determining a Members Accrued Benefit, Interest Credits will
be projected for future periods using the interest rate under this Section in effect at
the time the projection is made.
 3.5
    
    Cash Balance Account. As of any date the value of a Members Cash Balance Account
shall be equal to the sum of the Opening Balance, if any, and Pay Credits and the Interest
Credits made to such Members Cash Balance Account.
  3.6
    
    Reemployment of Members. In the event a Member to whom payment of his retirement
benefit under the Plan has commenced is reemployed by the Company or any Affiliated
Company, payment of his retirement benefit shall not be interrupted or otherwise adversely
affected. In the event a Member is reemployed by the Company or any Affiliated Company
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 4.1.
  13




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PAYMENTS
 4.1
    
    Payment Dates. Subject to the limitations in Section 4.7, the Plan will pay vested
benefits under the Plan on the Payment Date and in the form of payment elected by the Member
under Section 4.2. However, if the lump sum cash-out amount under Section 4.2(b)(iii) is not
more than $1,000, the Plan Administrator will automatically distribute such amount as soon as
practicable after the Members Termination Date, and the Member may not elect an annuity form
of payment.
 1 2
 (a)
    
    The Plan Administrator shall furnish any Member whose employment with the
Company or any Affiliated Company 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
§ 2530.203-3. Upon such Member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 (b) below to
avoid the effecting of a prohibited forfeiture of benefits by reason of the suspension
of benefits during such Members post Normal Retirement Date employment.
 (b)
    
    A Member described in subsection (a) above shall be entitled to a retirement
benefit equal to the greater of:
 (i)
    
    his Accrued Benefit determined pursuant to Section 1.1
through the date of his subsequent termination of employment; or
 (ii)
    
    the Actuarial Equivalent of his Accrued Benefit payable at
his Normal Retirement Date.
 (c)
    
    Further, such Members retirement benefit payable pursuant to this
Section 4.1 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 seventy and one-half.
 (d)
    
    In the event that Member elects a Payment Date after his Normal Retirement
Date, such Members benefit shall not be less than the Actuarial Equivalent of his
Accrued Benefit payable at his Normal Retirement Date.
  14




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##### 



4.2
    
    Forms of Payment.
 (a)
    
    Normal Form. The normal form of benefit payable to an unmarried Member
will be the single life annuity described in subsection (b)(i) below. The normal form
of benefit payable to a Member who has a Spouse on his selected Payment Date will be
the qualified joint and survivor annuity which is the 50 percent joint and survivor
annuity with the Spouse as the Beneficiary as described in subsection (b)(ii) below.
 (b)
    
    Optional Forms. Subject to the election procedures and other rules and
restrictions in this Article 4 and to the special, additional forms of payment for
certain Union Members under Section 4.3(c), a Member may elect one of the optional
forms of payment described in this subsection (b). The value of each of the annuity
forms of payment under subsection (ii) is the Actuarial Equivalent of the benefit that
would be payable to the Member as a single life annuity under subsection (i) below.
 (i)
    
    Single Life Annuity. The single life annuity is a
monthly benefit beginning on the Members selected Payment Date and payable
throughout his lifetime, ending with the last payment due on the first day of
the month in which his death occurs. The single life annuity amount shall be
equal to the Actuarial Equivalent of the Members vested Cash Balance Account
based on the Members age at the Payment Date. Notwithstanding the foregoing,
the single life annuity for a Union Member as of any Payment Date shall never
be less than such Union Members accrued benefit under Plan B as of December
31, 2000 reduced for early payment by using the Members age at the Payment
Date and the provisions of Plan B in effect on December 31, 2000.
 (ii)
    
    Joint and Survivor Annuity. The joint and survivor
annuity is a reduced monthly benefit beginning on the Members Payment Date and
payable throughout his lifetime, with either 50 percent or 100 percent, as
elected by the Member, of that monthly amount continuing for life to his
surviving Beneficiary, beginning on the first day of the month following the
month in which the Members death occurs. The joint and survivor annuity is the
Actuarial Equivalent of the single life annuity.
 (iii)
    
    Lump Sum Cash-out.
 (A)
    
    Form. The lump sum cash-out is a
single payment of a Members entire vested interest in the Plan.
  15




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##### 



(B)
    
    Amount. As of any Payment Date, the lump sum cash-out value of the Members
Plan benefit is the value of such Members vested Cash Balance Account as of
such Payment Date. However, if greater than the Members Cash Balance Account, the amount
of such lump sum shall be equal to the greater of the lump sum Actuarial Equivalent of a
Union Members: (1) immediate single life annuity based on the Members December 31, 2000
accrued benefit under Plan B reduced for early commencement on the Payment Date, or (2)
the Members single life annuity payable at age 65 based on the Members December 31, 2000
accrued benefit under Plan B. Both (1) and (2) shall be developed using the interest and
mortality assumptions in effect under Plan Section 1.2(b) for the Plan Year in which the
Payment Date occurs, the Union Members age as of the Payment Date and the terms of Plan B
in effect on December 31, 2000 (except for the aforementioned interest and mortality
assumptions). Notwithstanding the immediately preceding sentence, for Payment Dates
occurring in the 12-month period ending on December 31, 2001, the Applicable Interest Rate
in effect under Plan B on December 31, 2000 shall be used to determine the lump sum if
such rate produces a greater lump sum amount.
 (C)
    
    Over $1,000. If the amount determined under (B) above is greater than $1,000, the
Member may elect to receive the lump sum cash-out only if his Spouse consents to that form of
distribution as required under Section 4.3. The Plan will simultaneously offer to the Member
all annuity forms of payment. A Member may not split his distribution between an annuity and a
lump sum cash-out.
 (D)
    
    Not Over $1,000. If the amount determined under (B) above is not over $1,000, the
Plan Administrator will automatically make a lump sum cash-out payment to the Member as soon
as practicable after his Termination Date without the Members consent.
 (E)
    
    Nonvested Member. Regardless of the amount determined under (B) above, the Plan
Administrator will treat each Member who is not fully vested in his Plan benefit as having
received a constructive cash-out of his entire non-vested Plan benefit as of his Termination
Date, and if he resumes Employment before he incurs a five consecutive Breaks in Service will
treat him has having repaid his constructive cash-out as of his Reemployment Date.
  16




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##### 



(F)
    
    Direct Rollover of Lump Sum Payments. A Member who is
eligible to receive a lump sum cash-out may instruct the Plan
Administrator to roll over all or part of his lump sum payment to an
eligible retirement plan. An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), a qualified trust
described in Code Section 401(a), and, effective for distributions
made after December 31, 2001, an annuity contract described in Code
Section 403(b) and an eligible plan under Code Section 457(b) which
is maintained by a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such
plan from this Plan. 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 an alternate payee under a
qualified domestic relations order, as defined in Code Section
414(p).
  (c)
    
    Special Optional Payment Forms for Certain Union
Members. In lieu of one of the payment forms described in Section 4.2(b),
Union Members who have an Opening Balance may select an optional form of
payment described in Appendix B, Section B8.1. Each optional form shall be the
Actuarial Equivalent of the single life annuity otherwise payable to such Union
Member, but in no event less valuable than the individuals accrued benefit at
December 31, 2000 under the terms and conditions of the Sithe Energies Group
Pension Plan on such date.
 4.3
    
    Election Procedures.
 (a)
    (1)
    Except as provided in subsections (a)(2) and (a)(3) below, within
the period of time commencing ninety (90) days, and ending thirty (30) days,
prior to his Payment Date, the Plan Administrator shall give each Member a
written notice that Plan benefits thereafter payable will be in the form of a
joint and survivor annuity under Section 4.2(a) in the case of a married
Member unless the Member 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 Member 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
4.2(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 Member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 Member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 Payment Date; and (vii) if applicable, his right to a direct
rollover pursuant to Section 4.2(b)(iii)(F).
  17




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(2)
    
    In the event the written notice described in subsection (a)(1) above is provided to a Member
before his Payment Date but less than thirty (30) days prior to such date, such Member (with
the consent of his Spouse, if he is married) may elect, on a properly completed election form
provided by the Plan Administrator, to waive the minimum thirty (30) day notice period
described in subsection (a)(1) above, provided the following conditions are met:
 (A)
    
    The Plan Administrator provides descriptive information to
the Member 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 Member is permitted to revoke an election made pursuant to (A)
above at least until the Payment 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
Member and distribution in accordance with such election does not commence prior to
the expiration of such seven (7)-day period; and
 (C)
    
    The Members Payment Date is after the date such written notice is provided
to the Member.
   18




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##### 



(3)
    
    In accordance with the conditions and requirements of this subsection (a)(3) and of Code
Section 417(a)(7) and the Treasury Regulations promulgated thereunder, a Member who is
eligible to do so may elect a retroactive annuity starting date with respect to the
distribution of his retirement benefit. For purposes of the Plan, a retroactive annuity
starting date (RASD) means a Payment Date affirmatively elected by a Member which is on or
before the date the written notice described in subsection (a)(1) above is provided to the
Member,
 (A)
    
    A Member shall be eligible to elect a RASD only if the
following requirements and conditions are met:
 (i)
    
    The Member has requested the written notice described in
subsection (a)(1) above prior to his Payment Date and, solely due to
administrative delay, such written notice is provided to the Member on or
after his Payment Date;
 (ii)
    
    The Members retirement benefit payments have not
commenced;
 (iii)
    
    The Members elected RASD is not prior to the date of
his termination of employment;
 (iv)
    
    The Member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 Members Payment 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
a Payment Date after the date the written notice described in subsection
(a)(1) above is provided to the Member;
  19




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##### 



(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 Payment Date for all
purposes, including for purposes of determining the Applicable Interest Rate
and the applicable mortality table described in Section 1.2 of the Plan;
provided, however, satisfaction of such requirement is not required in the case
of a distribution in the form of an annuity described in Section 4.2 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 described in Section 1.2 of the
Plan 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.
 (B)
    
    The future payments of retirement benefits to the Member must be the same as the future
payments of retirement benefit which would have been paid to the Member if such payments had
actually commenced on the RASD and the Member 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 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
Member not less than thirty (30) days nor more than ninety (90) days prior to the date of the
first payment pursuant to the Member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 thirty (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 Payment 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 ninety (90) days after such written notice is provided to the Member.
  20




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##### 



(4)
    
    For purposes of this Section 4.3(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 subsection
(a)(2) and (a)(3) above, the ninety (90) day period ending on the
Members Payment Date.
 (B)
    
    The term Qualified Election shall mean an election to waive
the applicable standard form of annuity. The Member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 Member establishes to the satisfaction of the Plan
Administrator 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 Member is legally separated or has been
abandoned (within the meaning of applicable law) and the Member 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 Member 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.
  21




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##### 



(b)
    
    Any Member who would otherwise receive the standard form of benefit described in Section 4.2
may elect not to take his benefit in such form by properly executing and filing the benefit
election form prescribed by the
Plan Administrator during the Election Period described in Section 4.3(a)(4)(A) as
a Qualified Election as described in Section 4.3(a)(4)(B). The Member who has a
Spouse may elect to receive either the 50 percent or 100 percent joint and survivor
annuity with his Spouse as his Beneficiary, and he will not be required to have his
Spouses consent to make this election.
 4.4
    
    Effect of Death on Forms of Payment.
 (a)
    
    Death of Spouse or Beneficiary Before Benefits Begin. If the Member
elects a payment form with a survivor benefit and his designated Beneficiary
dies under such form of payment before his Payment Date, the survivor form of payment
will not become effective and he will instead receive his retirement benefit in the
normal form under Section 4.2(a) unless he properly elects another form before his
Payment Date and his Spouse consents, if required.
 (b)
    
    Death of Member Before Benefits Begin. If the Member elects any form of
payment with a survivor benefit and he dies before his Payment Date, his Spouse or
other Beneficiary will not be entitled to any benefits under any such form. However,
the pre-distribution death benefit described under Article 5 shall be payable.
 (c)
    
    Death of Spouse or Beneficiary After Benefits Begin. If the Members
benefit has begun in any form with a survivor benefit and his Spouse or other
Beneficiary dies before he does, he will continue to receive his benefit in the same
form.
 (d)
    
    Death of Member After Benefits Begin. If the Member dies after his
benefits have begun, no death benefit will be payable except to the extent provided
under the form of annuity he was receiving.
 Payment on Members Behalf
 (a)
    
    Payment to the Members Representative. If the Member is incompetent
to handle his affairs on his Payment Date or thereafter, or cannot be located after
reasonable effort, the Plan Administrator, in its discretion, may make payments to his
court-appointed personal representative, or if none is appointed the Plan
Administrator may in its discretion make payments to his next-of-kin.
 (b)
    
    Payment to Minor or Incompetent Beneficiaries. In the event the
deceased Members Beneficiary is a minor, or is legally incompetent, or cannot be
located, the Plan Administrator may, in its discretion, 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.
  22




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##### 



(c)
    
    Judicial Determination. In the event the Plan Administrator considers
it necessary, it may have a court of applicable jurisdiction determine to whom
payments should be made.
 4.6
    
    Unclaimed Benefits. In the event the Plan Administrator cannot locate any person
entitled to receive the Members vested Plan Benefit, with reasonable effort and after a
period of five years, his interest will be canceled. However, the Members interest 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 Plan Administrator will pay any required
retroactive payment in a single sum without adjustment for interest.
 4.7
    
    Maximum Benefit Limitation.
 (a)
    
    General Limitation. Notwithstanding any other provision of the Plan,
neither a Members Retirement Benefits under the Plan nor his own contributions
shall, in any limitation year, be in an amount which would cause the applicable
limitations under section 415 of the Code, which limitations are hereby incorporated by
reference, to be exceeded. With respect to limitation years beginning prior to January
1, 2000, if the Plan Administrator shall so elect, a Members defined contribution plan
fraction under section 415(e) of the Code shall be determined in accordance with the
special transition rule set forth in section 415(e) (6) of the Code. For purposes of
this Section and section 415 of the Code, limitation year means the calendar year.
 (b)
    
    Reduction in contributions or benefits. In the event any reduction of
the Members benefits are required to satisfy the limitations of section 415(b) of the
Code, the amount of the necessary reduction shall be applied in equal proportions
against his annual benefit under this Plan and under each other defined benefit plan
(if any) maintained by the Company or an Affiliated Company. For limitation years
beginning prior to January 1, 2000, in the event the Members benefits would cause the
limitations of section 415(e) of the Code to be exceeded, the Members annual benefit
under this Plan and under each other defined benefit plan (if any) maintained by the
Company or Affiliated Company shall be reduced in equal proportions (insofar as
practicable) until such limitations have been satisfied and then, if such
reduction is insufficient to satisfy such limitations, the Members annual
addition under any defined contribution plan maintained by the Company or an Affiliated
Company shall be reduced until such limitations have been satisfied. In the event any
reduction in a Members annual additions are required in order to satisfy the
limitations of section 415(c) of the Code, such reduction shall be made first in any
other, defined contribution plan maintained by the Company, and thereafter to the extent necessary in Member contributions under this Plan.
  23




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##### 



(c)
    
    Actuarial Equivalencies  In the event that payment is made in any form other
than a life annuity or qualified 50% joint and survivor annuity, the determination as
to whether the limitations of this Section 4.7 have been satisfied shall be made, in
accordance with regulations prescribed by the Secretary of the Treasury, by adjusting
such benefit so that it is equivalent to the benefit payable in the form of a life
annuity or a qualified 50% joint and survivor annuity. Such adjustment shall be made
on the basis of the interest rate and mortality table (or other tabular factor)
specified in Section 1.2.
 4.8
    
    Minimum Distribution Requirements.
 (a)
    
    General Rules
 (i)
    
    Effective Date. The provisions of this Section 4.8
will apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.
 (ii)
    
    Precedence. The requirements of this Section 4.8 will
take precedence over any inconsistent provisions of the Plan.
 (iii)
    
    Requirements of Treasury Regulations Incorporated. All
distributions required under this Section 4.8 will be determined and made
in accordance with the Treasury regulations under Code Section 401(a)(9).
 (b)
    
    Time and Manner of Distribution.
 (i)
    
    Required Beginning Date. The Members entire interest
will be distributed, or begin to be distributed, to the Member no later than
the Members required beginning date.
 (ii)
    
    Death of Member Before Distributions Begin. If the
Member dies before distributions begin, the Members entire interest will be
distributed, or begin to be distributed, no later than as follows:
 (A)
    
    If the Members surviving Spouse is the
Members sole designated Beneficiary, distributions to the surviving
Spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Member died, or by December 31
of the calendar year in which the Member would have attained age 70
1/2, if later.
 (B)
    
    If the Members surviving Spouse is not the Members sole designated
Beneficiary, then distributions to the designated Beneficiary will begin by
December 31 of the calendar year immediately following the calendar year
in which the Member died.
  24




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##### 



(C)
    
    If there is no designated Beneficiary as of September 30 of the year following
the year of the Members death, the Members entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of the Members
death.
 (D)
    
    If the Members surviving Spouse is the Members sole designated Beneficiary
and the surviving Spouse dies after the Member but before distributions to the
surviving Spouse begin, this Paragraph (b)(ii), other than Paragraph (b)(ii)(A) will
apply as if the surviving Spouse were the Member.
  (iii)
    
    Form of Distribution. Unless the Members interest is distributed in the form of an
annuity purchased from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year distributions will be made in
accordance with Paragraphs (c), (d) and (e) of this Section 4.8. If the Members interest is
distributed in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Code Section 401(4)(9) and the
Treasury regulations. Any part of the Members interest which is in the form of an individual
account described in Section 414(k) of the Code will be distributed in a manner satisfying the
requirements of Code Section 401(a)(9) and the Treasury regulations that apply to individual
accounts.
  25




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##### 



(c)
    
    Determination of Amounts to be Distributed Each Year.
 (i)
    
    General Annuity Requirements. If the Members interest is paid in
the form of annuity distributions under the Plan, payments under the annuity will
satisfy the following requirements:
 (A)
    
    the annuity distributions will be paid in periodic payments
made at intervals not longer than one year;
 (B)
    
    the distribution period will be over a life (or lives) or
over a period certain not longer than the period described in Paragraphs
(d) or (e);
 (C)
    
    once payments have begun over a period certain, the period
certain will not be changed even if the period certain is shorter than the
maximum permitted;
 (D)
    
    payments will either be nonincreasing or increase only as follows:
 (1)
    
    by an annual percentage increase that
does not exceed the annual percentage increase in a cost-of-living
index that is based on prices of all items and issued by the Bureau
of Labor Statistics;
 (2)
    
    to the extent of the reduction in the
amount of the Members payments to provide for a survivor benefit
upon death, but only if the Beneficiary whose life was being used
to determine the distribution period described in Paragraph (d)
dies or is no longer the Members Beneficiary pursuant to a
qualified domestic relations order within the meaning of Code
Section 414(p);
 (3)
    
    to pay increased benefits that result from
a plan amendment.
 (ii)
    
    Amount Required to be Distributed by Required Beginning Date. The
amount that must be distributed on or before the Members required beginning date
(or, if the Member dies before distributions begin, the date distributions are
required to begin under Paragraph (b)(ii)(A) or (B)) is the payment that is required
for one payment interval. The second payment need not be made until the end of the
next payment interval even if that payment interval ends in the next calendar year.
Payment intervals are the periods for which payments are received, e.g., bi-monthly,
monthly, semi-annually, or annually. All of the Members benefit accruals as of the last day of
the first distribution calendar year will be included in the calculation of the
amount of the annuity payments for payment intervals ending on or after the
Members required beginning date.
  26




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(iii)
    
    Additional Accruals After First Distribution Calendar Year. Any
additional benefits accruing to the Member in a calendar year after the first
distribution calendar year will be distributed beginning with the first payment
interval ending in the calendar year immediately following the calendar year in
which such amount accrues.
 (d)
    
    Requirements for Annuity Distributions That Commence During Members Lifetime.
 (i)
    
    Joint Life Annuities Where the Beneficiary Is Not the Members
Spouse. If the Members interest is being distributed in the form of a joint and
survivor annuity for the joint lives of the Member and a nonspouse Beneficiary,
annuity payments to be made on or after the Members required beginning date to the
designated Beneficiary after the Members death must not at any time exceed the
applicable percentage of the annuity payment for such period that would have been
payable to the Member using the table set forth in Q&A-2 of Section 1.401(a)(9)-6T of
the Treasury regulations. If the form of distribution combines a joint and survivor
annuity for the joint lives of the Member and a nonspouse Beneficiary and a period
certain annuity, the requirement in the preceding sentence will apply to annuity
payments to be made to the designated Beneficiary after the expiration of the period
certain.
 (ii)
    
    Period Certain Annuities. Unless the Members Spouse is the sole
designated Beneficiary and the form of distribution is a period certain and no life
annuity, the period certain for an annuity distribution commencing during the Members
lifetime may not exceed the applicable distribution period for the Member under the
Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations
for the calendar year that contains the annuity starting date. If the annuity starting
date precedes the year in which the Member reaches age 70, the applicable distribution
period for the Member is the distribution period for age 70 under the Uniform Lifetime
Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations plus the excess
of 70 over the age of the Member as of the Members birthday in the year that contains
the annuity starting date. If the Members Spouse is the Members sole designated
Beneficiary and the form of distribution is a period certain and no life annuity, the
period certain may not exceed the longer of the Members applicable distribution
period, as determined under
Paragraph (d)(ii), or the joint life and last survivor expectancy of the Member
and the Members Spouse as determined under the Joint and Last Survivor Table set
forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Members
and Spouses attained ages as of the Members and Spouses birthdays in the
calendar year that contains the annuity starting date.
  27




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(e)
    
    Requirements For Minimum Distributions Where Member Dies Before Date Distributions
Begin.
 (i)
    
    Member Survived by Designated Beneficiary. If the Member dies
before the date distribution of his interest begins and there is a designated
Beneficiary, the Members entire interest will be distributed, beginning no later
than the time described in Paragraph (b)(ii)(A) or (B), over the life of the
designated Beneficiary or over a period certain not exceeding:
 (A)
    
    unless the annuity starting date is before the first
distribution calendar year, the life expectancy of the
designated Beneficiary determined using the Beneficiarys age as of the
Beneficiarys birthday in the calendar year immediately following the
calendar year of the Members death; or
 (B)
    
    if the annuity starting date is before the first distribution
calendar year, the life expectancy of the designated Beneficiary
determined using the Beneficiarys age as of the Beneficiarys birthday in the
calendar year that contains the annuity starting date.
 (ii)
    
    No Designated Beneficiary. If the Member dies before the date
distributions begin and there is no designated Beneficiary as of September 30 of the
year following the year of the Members death, distribution of the Members entire
interest will be completed by December 31 of the calendar year containing the fifth
anniversary of the Members death.
 (iii)
    
    Death of Surviving Spouse Before Distributions to Surviving Spouse
Begin. If the Member dies before the date distribution of his interest begins,
the Members surviving Spouse is the Members sole designated Beneficiary, and the
surviving Spouse dies before distributions to the surviving Spouse begin, this
Paragraph (e) will apply as if the surviving Spouse were the Member, except that the
time by which distributions must begin will be determined without regard to Paragraph
(b)(ii)(A).
  28




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(f)
    
    Definitions.
 (i)
    
    Designated Beneficiary. The individual who is
designated as the Beneficiary under Section 1.6 of the Plan and is the
designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.
 (ii)
    
    Distribution Calendar Year. A calendar year for which a
minimum distribution is required. For distributions beginning before the
Members death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Members required
beginning date. For distributions beginning after the Members death, the first
distribution calendar year is the calendar year in which distributions are
required to begin pursuant to Paragraph (b).
 (iii)
    
    Life expectancy. Life expectancy as computed by use of
the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
 (iv)
    
    Required beginning date. The applicable date specified
in Section 12.8(b) of the Plan.
 PRE-DISTRIBUTION DEATH BENEFITS
 5.1
    
    General Provisions. If a Member dies before his Payment Date occurs, 100% of his Cash
Balance Account will be payable to the Members Beneficiary. If a Member is married on the
date of his death before his Payment Date, his Spouse shall be his automatic sole Beneficiary
unless the Member elects otherwise and the Spouse consents in writing in the manner described
under Section 4.3. If a Member is not married on his date of death and has not elected a
Beneficiary, his estate shall automatically be his sole Beneficiary.
 5.2
    
    Payment. If the Cash Balance Account is not greater than $1,000 or if the Beneficiary
is not the Spouse, the Plan Administrator will automatically pay the Members entire Cash
Balance Account in a lump sum payment as soon as practicable after the Members death. If the
Cash Balance Account is greater than $1,000, the Members surviving Spouse Beneficiary may
elect to receive a lump sum or a single life annuity. Single life annuity payments shall be
for the Spouses lifetime only and shall be determined by converting the Members Cash Balance
Account to a single life annuity payable to the Spouse in the manner described under Section 4.2(b)(i) using the Spouses age at the Payment Date for such Spouse.
  29




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DISABILITY
 6.1
    
    Disability. If a Non-Appendix B Member incurs a Disability, Pay Credits under Section
3.3 will continue (at the rate last in effect before the Disability) until the earlier of (a)
the Members elected Payment Date or (b) the end of the calendar quarter in which payments
under the Participating Companys long-term disability plan cease for any reason.
 6.2
    
    Disability Election. A Non-Appendix B Member who has incurred a Disability may elect
to receive his vested Accrued Benefit at any time after he is no longer deemed to be an
Employee of the Company or any Affiliated Company under the standard personnel practices of
the applicable Participating Company.
 6.3
    
    Cessation. Notwithstanding anything to the contrary in this Article
6, a Non-Appendix B Member who has incurred a Disability shall not receive
continued Pay Credits with respect to the periods beginning on or after the Closing.
 VESTING
 7.1

    
    
    (a)
    
    
    
    For each Year of Vesting Service a Non-Appendix B Member shall vest 33-1/3% in his
Accrued Benefit. A Non-Appendix B Member shall have a nonforfeitable right to his entire
Accrued Benefit after completing three Years of Vesting Service.
 (b)
    
    Notwithstanding the above, a Non-Appendix B Member shall have a fully
vested, nonforfeitable interest in his Accrued Benefit upon the earliest of:
 (i)
    
    full vesting under (a) above;
 (ii)
    
    his attainment of age 65 (Normal Retirement Age)
while an Employee; or
 (iii)
    
    his death while an Employee.
  30




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##### 



(c)
    
    Notwithstanding subsections (a) and (b) above, effective immediately prior to the
Closing, a Non-Appendix B Member shall have a fully vested, nonforfeitable right to his
Accrued Benefit. Notwithstanding subsections (a) and (b) above, effective immediately prior
to the Closing (as defined in the Plans Fourth Amendment), a Member who is employed by a
Participating Company immediately prior to the Closing shall have a fully vested,
nonforfeitable right to his Accrued Benefit.
 BENEFICIARIES
 8.1
    
    Beneficiary Designation. Each Member may designate the Beneficiary (including any
co-beneficiary or contingent beneficiary) to whom any benefits, which are payable to a
Beneficiary and which are provided hereunder upon or after the Members death, shall be paid.
The Member may change his Beneficiary from time to time, before or after his retirement. Any
designation or change of Beneficiary shall be subject to the provisions of Section 4.3 and
shall be made by filing written notice thereof with the Plan Administrator in such form as it
shall prescribe.
 8.2
    
    Death of Beneficiary. In the event of the death of any Beneficiary prior to that of
the Member, the interest of such Beneficiary shall vest in the Member by whom he was
designated. If there is no designated Beneficiary living at the time when any death benefit
hereunder would be payable to the Beneficiary, such death benefit shall be payable to the
Members estate. Any such payment shall fully discharge the liability of the Plan,
the Fund, the Company, the Plan Administrator, the Trustee and the Insurance
Company.
 FUNDING AND CONTRIBUTIONS
 9.1
    
    Establishment of the Funds. Separate Funds shall be established by the
Company for benefits under Plan A and Plan B. Each of the respective Funds shall hold all
contributions made by the Company and earnings and other income attributable thereto for the
related plan. All benefits payable under Plan A shall be exclusively disbursed from the
related Plan A Fund. All benefits payable to Union Members shall be disbursed from the Fund
related to Plan B.
 9.2
    
    Company Contributions. The Plan Administrator shall establish and maintain a funding
policy based on periodic actuarial valuations and reports, which policy shall require
contributions at least sufficient to satisfy the minimum funding standards of ERISA and the
Code. The Company shall make contributions to the Plan at such times and in such amounts as
may be required by or appropriate
under the Plans funding policy. All contributions by the Company are conditioned upon
their deductibility under section 404 of the Code.
  31




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##### 



9.3
    
    Return of Company Contributions. Anything herein to the
contrary notwithstanding, a contribution or a portion of a contribution made to the Fund by
the Company may be returned to the Company under any of the following conditions:
 (a)
    
    In the case of a contribution which is made by reason of a good faith mistake
of fact, the contribution or portion of the contribution so made may be returned to the
Company within one year after the payment thereof.
 (b)
    
    In the event that a deduction for any contribution or portion thereof is
disallowed under section 404 of the Code, such contribution or such portion thereof, as
the case may be, may be returned to the Company within one year after the disallowance
of the deduction.
 (c)
    
    In the case of a contribution made in good faith and conditioned upon the
initial qualification of the Plan under section 401(a) of the Code, but the
Plan is determined not to be so qualified, such contribution, or portion
thereof, may be returned to the Company within one year after the Plan is
deemed not to be so qualified.
 9.4
    
    Forfeitures and Other Gains. Gains arising from any forfeiture of the interest in the
Fund of any Member because of death, severance of employment or any other reason shall be
applied to reduce the amount of Company contributions and not to increase the benefits
otherwise payable under the Plan.
 9.5
    
    Expenses. The expenses of administering Plan A or Plan B, including but not limited
to, the fees and expenses of the Trustee as set forth in the applicable Trust Agreements, the
fees and expenses of any Insurance Company for group annuity contracts, the fees and expenses
of any actuary and of any counsel or other persons employed by the Company or its delegates in
the administration of such plan, and including the premiums for plan termination insurance
purchased by the Plan Administrator from the Pension Benefit Guaranty Corporation, shall to
the extent permitted by law and as directed by the Company, be paid by and from the respective
Fund. To the extent not paid from a Fund, such expenses shall be paid by the Company and may
be reimbursed to the Company from the appropriate Fund. Notwithstanding the above, the cost
to obtain a statement showing the value of a terminated Members vested Accrued Benefits,
other than the statement provided with respect to the Members Termination Date and the annual
statements thereafter, will be charged to such Member.
 9.6
    
    Actuarial Valuations. All actuarial valuations of Plan A and Plan B shall be made by
or under the supervision of an actuary retained or employed by the Company (or its delegate)
who is enrolled by the Joint Board for the Enrollment of Actuaries
established under ERISA and shall be made upon such assumed rates of interest, mortality,
and other actuarial components and according to such methods of computation as the actuary,
after consultation with the Company (or its delegate), may determine to be proper and
reasonable.
  32




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##### 



ADMINISTRATION
 10.1
    
    Delineation of Fiduciary Responsibilities. The fiduciaries with respect to Plan A
and Plan B shall be the Company (and its delegate), the Plan Administrator and the respective
Trustees and, to the extent required by ERISA, any Insurance Company. The responsibilities of
the fiduciaries shall be allocated as provided herein, and each such fiduciary shall have
only those responsibilities and obligations that are specifically imposed upon it by the
Plan, Trust Agreement or any group annuity contract. Except as otherwise provided by law,
each of the fiduciaries shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan, and shall not be responsible for any
act or failure to act of any other fiduciary.
 (a)
    
    Except as provided in Section 11.1, the Company shall have the sole power to
amend and terminate Plan A and Plan B, the sole responsibility to make contributions to
each Fund as provided in Article 9 and such other powers and duties as are herein
specifically provided.
 (b)
    
    The Trustee shall have the sole responsibility for the administration of the
Trust and, to the extent not delegated to one or more investment managers (within the
meaning of section 3(38) of ERISA) or some other named fiduciary (including, but
not limited to, the Board or Plan Administrator, the management and control of
the assets of the Fund which it receives and invests in accordance with the terms of
the Trust Agreement.
 (c)
    
    An Insurance Company shall have the sole responsibility for the
administration of any group annuity contract and the management and control of the
assets of the Fund which it receives and invests in accordance with the terms of
the group annuity contract.
 (d)
    
    The Company (or its delegate) shall have the sole responsibility to appoint and
remove the Trustee and any successor trustee, and enter into and from time to time
amend the Trust Agreement; to appoint or remove the Plan Administrator and review the
operation and performance of such Plan Administrators; and to establish or alter the
funding and investment policy guidelines for the Plan;
  33




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(e)
    
    The Plan Administrator shall have the sole responsibility to monitor the
performance and operations of the Trustee, any Insurance Company and
any investment manager; to implement the funding and investment policy guidelines
established by the Company (or its delegate); to advise the Company (or its
delegate) with respect to the appointment or removal of the Trustee and the
continuation or alteration of the investment and funding policy guidelines of Plan A
and Plan B; to appoint, remove, or allocate the assets of the Fund among one or more
investment managers (within the meaning of section 3(38) of ERISA) or Insurance
Companies in accordance with the funding and investment policy guidelines
established by the Company (or its delegate) and the terms of the Trust Agreement;
and to exercise such other powers and duties with respect to the assets of each Fund
as are delegated to the Plan Administrator under the terms of the Trust Agreement or
as are otherwise necessary or appropriate to carry out its responsibilities
described above.
 (f)
    
    Except as otherwise specifically provided herein or in the Trust Agreement or
in a group annuity contract, the general administration of Plan A and Plan B and the
responsibility for carrying out its provisions shall be vested solely in the Plan
Administrator. In addition, the Plan Administrator shall have such powers and
responsibilities as are hereinafter specifically provided.
 10.2
    
    Appointment of the Members of the Administrative Committee. The Company may appoint
a committee (hereafter referred to as the Administrative Committee) to
administer the Plan which shall consist of one or more individuals as appointed from time
to time by the Company (or its delegate). The membership of the Administrative
Committee may include individuals who are not covered by Plan A or Plan B. The Company (or its
delegate) may remove any member of the Administrative Committee at any time in its sole
discretion, and any member may resign by delivering to the Company (or its delegate) his
written resignation, effective upon its delivery or at any later date specified therein. The
remaining member or members of the Administrative Committee shall continue to act until any
vacancy in the membership of such committee is filled by action of the Company (or its
delegate).
 10.3
    
    Organization and Operation of the Administrative Committee. If established, the
Administrative Committee shall appoint from among its members a chairman. The chairman, when
present, shall preside at meetings of the Administrative Committee. In his absence, those
present will choose one of their members to act as chairman. The Administrative Committee
shall appoint a secretary, who shall keep the minutes of the meetings and perform such other
duties as may be assigned to him by the Administrative Committee. The secretary may, but need
not, be a member of the Administrative Committee or a Member of the Plan. The Administrative
Committee shall act either at any meetings or through a writing without such a meeting by an
agreement of the majority of the members of the Administrative Committee then in office, and
the action of such majority shall have the same effect for all purposes as if assented to by
all members of that
Administrative Committee. Any member of the Administrative Committee who is a Member of the
Plan shall not vote on any question relating exclusively to himself. The Administrative
Committee may authorize one or more of its members to execute documents on behalf of that
Administrative Committee.
Any act which the Plan, the Trust Agreement or a group annuity contract authorizes or
requires the Administrative Committee to do may be specifically delegated in writing to one
or more members of that Administrative Committee.
  34




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10.4
    
    Powers and Duties of the Plan Administrator. The Plan Administrator shall control the
management, operation and administration of the Plan. The powers and duties of the Plan
Administrator shall include but not be limited to the following:
 (a)
    
    Construe and interpret Plan A and Plan B in accordance with uniform rules and
regulations consistently applied to all Members.
 (b)
    
    Decide the eligibility of any persons to be covered under Plan A or Plan B, in
accordance with the provisions of each such plan.
 (c)
    
    Determine the right of any person to a Retirement Benefit, in accordance with
the provisions of Plan A or Plan B.
 (d)
    
    Prescribe procedures to be followed by Members in filing applications for
Retirement Benefits.
 (e)
    
    Issue instructions to the Trustee or Insurance Company in connection with all
Retirement Benefits which are to be paid in accordance with the provisions of Plan A and
Plan B.
 (f)
    
    Require from the Company and Employees such information as is necessary
to properly administer Plan A and Plan B.
 (g)
    
    Furnish to the Company (or its delegate) appropriate periodic reports covering
the administration of Plan A and Plan B.
 (h)
    
    Receive and review periodic accounting of benefit payments made by the
Trustee and/or Insurance Company.
 10.5
    
    Accounts and Records. The Company (or its delegate) shall maintain records showing
the separate fiscal operations of Plan A and Plan B and shall keep in convenient form such
data as may be necessary for periodic actuarial valuations of the costs, liabilities, and
experience gains and losses of each such plan.
The Company (or its delegate) shall prepare annually a report showing in detail the
separate assets and liabilities of Plan A and Plan B and giving a brief account
of the operation of the Plan for the past year. Such report shall be submitted to the
Board and shall be filed in the office of the secretary of the Board.
  35




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10.6
    
    Employment of Specialists. The Company (or its delegate) shall have the authority to
employ advisors such as attorneys (who may but need not be attorneys to the Company) or such
other persons as it deems necessary or desirable to provide advice and services to it.
 10.7
    
    Claims and Review Procedures.
 (a)
    
    Claims procedure. If any person believes he is being denied any rights
or benefits under the Plan, such person may file a claim in writing with the Plan
Administrator. If any such claim is wholly or partially denied, the Plan Administrator
will notify such person of its decision in writing. Such notification will contain
(i) specific reasons for the denial, (ii) specific reference to pertinent plan
provisions, (iii) a description of any additional material or information necessary for
such person to perfect such claim and an explanation of why such material or
information is necessary and (iv) information as to the steps to be taken if the person
wishes to submit a request for review. Such notification will be given within 90 days
after the claim is received by the Plan Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if written
notice of such extension and circumstances is given to person within the initial 90 day
period). If such notification is not given within such period, the claim will be
considered denied as of the last day of such period and such person may request a
review of his claim.
 (b)
    
    Review procedure. Within 60 days after the date on which a person
receives written notice of a denied claim (or, if applicable, within 60 days after the
date on which such denial is considered to have occurred) such person (or his duly
authorized representative) may (i) file a written request with the Plan Administrator
for a review of his denied claim and of pertinent documents and (ii) submit written
issues and comments to the Plan Administrator. The Plan Administrator will notify such
person of its decision in writing. Such notification will be written in a manner
calculated to be understood by such person and will contain specific reasons for the
decision as well as specific references to pertinent Plan provisions. The decision on
review will be made within 60 days after the request for review is received by the
Plan Administrator (or within 120 days, if special circumstances require an extension
of time for processing the request, such as an election by the Plan Administrator to
hold a hearing, and if written notice of such extension and circumstances is given to
such person within the initial 60 day period). If the decision on review is not made
within such period, the claim will be considered denied.
 (c)
    
    Notwithstanding the foregoing, the Plan shall comply with any subsequent claims
and appeals regulations to the extent required by law. Effective January 1, 2002,
the Plans procedure for denial of claims and for any appeal of such denial for
benefits under the plan shall be set forth in a separate document or in the Summary
Plan Description for this Plan. Such procedures shall comply with ERISA Section 503
and attendant regulations thereunder to the extent required by law.
  36




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##### 



10.8
    
    Standard of Conduct. Each fiduciary with respect to the Plan shall discharge his
duties to the Plan solely in the interest of Plan Members, surviving Spouses, and
Beneficiaries, with the care, skill, prudence and diligence under the circumstances that a
prudent man acting in a like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character and with like aims and in accordance with provisions of
the Plan, to the extent such provisions are consistent with ERISA.
 10.9
    
    Indemnification. The Company shall indemnify and hold harmless the Plan
Administrator including each member of the Administrative Committee, if established,
from any and all claims, losses, damages, expenses (including reasonable counsel fees approved
by the Company), and liability (including any reasonable amount paid in settlement with the
Companys approval), arising from any act or omissions of such member, except when the same is
judicially determined to be due to the willful misconduct of such member.
 10.10
    
    Compensation of Administrative Committee Members. The members of the Administrative
Committee shall serve without compensation with respect to their position on the
Administrative Committee. All reasonable expenses of the Administrative Committee shall be
paid for by the Company.
 10.11
    
    Actions to be Uniform. Any discretionary actions to be taken under Plan A or Plan B
will be nondiscriminatory and uniform with respect to all persons similarly situated.
 10.12
    
    Effect of Interpretation or Determination. Any interpretation of Plan A or Plan B or
other determination with respect to such plan by the Plan Administrator will be final and
conclusive for all persons in the absence of clear and convincing evidence that the Plan
Administrator acted arbitrarily and capriciously.
 10.13
    
    Withholding of Tax. Unless the Plan Administrator otherwise directs the Trustee or
the Insurance Company pursuant to the second sentence of this Section, the Plan Administrator
will be responsible for withholding any and all amounts required by the Code and applicable
regulations to be withheld upon distributions from the Plan. The Plan Administrator may elect
to transfer this responsibility to the Trustee or an Insurance Company, whichever is the payor
with respect to the distribution in question, by directing said payor, in the manner
prescribed by applicable law and regulations, to withhold the aforesaid amounts.
  37




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AMENDMENT AND TERMINATION
 11.1
    
    Right to Amend. Except as provided in Section 11.3, the Company reserves the right at
any time and from time to time to amend Plan A and Plan B by written instrument authorized by
the Board, executed by the Company and delivered to the Administrative Committee; provided,
however, that no amendment shall be made, which would, without written consent of the Trustee,
increase the duties or liabilities of the Trustee; and provided, further, that no
amendment shall adversely affect the amount of any Members Retirement Benefit based on his
Years of Vesting Service and membership in such plan prior to the date of the amendment, or
decrease his accrued benefit (within the meaning of section 411(d)(6) of the Code) as of the
date of the amendment, unless the amendment is necessary or appropriate to enable such plan or
trust to qualify or retain its qualified status under section 401 of the Code and under any
corresponding section of the Code as hereinafter enacted. Notwithstanding the above, the
Administrative Committee may adopt amendments as necessary to bring Plan A and Plan B into
conformity with legal requirements, or to improve the administration hereof,
provided no such amendments cause a substantial adverse financial effect upon the Company
or the Plan. Notwithstanding the foregoing, the Company may delegate its authority to amend
the Plan to the Plan Administrator with respect to amendments that are administrative in
nature.
 11.2
    
    Right to Terminate. Neither the making of contributions nor the continuance of the
Plan is assumed by the Company as a contractual obligation except as provided in Section 11.3.
The Company reserves the right at any time to suspend its contributions, for such period as
the Board may determine, and reserves the right at any time by action of the Board,
communicated in writing by the Company to the Plan Administrator, the Trustee and an Insurance
Company, to terminate its contributions or to terminate Plan A or Plan B.
 11.3
    
    Amendments or Termination Affecting Union Members. Notwithstanding the
provisions of this Article 11, no termination, change or amendment to Plan B which affects the
rights and obligations of Union Members, shall be made on or before the expiration date of the
collective bargaining agreement except with the agreement of the Utility Workers Union of
America, AFL-CIO, Local 369.
 11.4
    
    Nonforfeitable Benefits. In the event Plan A or Plan B shall be terminated, or upon
termination of employment of a group of Members constituting a partial termination of such
plan, each such Members rights shall become nonforfeitable to the extent funded or as
guaranteed by the Pension Benefit Guaranty Corporation.
  38




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11.5
    
    Satisfaction of Liabilities. In the event, at any time, Plan A or Plan B shall be
terminated, the assets of the related Fund, after providing for necessary
expenses, shall be allocated to each covered Member, surviving Spouse, or Beneficiary
entitled to a Retirement Benefit in accordance with and subject to the order of precedence
and rules set forth in section 4044 (a) and (b) of ERISA and the regulations thereunder
issued by the Pension Benefit Guaranty Corporation. If any assets remain in the respective
Fund after all such allocations, such assets shall be returned to the Company. Payment of
such allocations may be accomplished, as determined by the Plan Administrator, by:
 (a)
    
    continuance of the Fund; or
 (b)
    
    continuance of that portion of the Fund held by the Trustee under the Trust
Agreement or establishment of a new trust fund; or
 (c)
    
    continuance of that portion of the Fund held by an Insurance Company under a group
annuity contract or establishment of a new fund (subject to the terms and conditions of the
group annuity contract) under a new group annuity contract; or
 (d)
    
    purchase of annuity contracts from an Insurance Company;
  GENERAL PROVISIONS
 12.1
    
    Rights to Benefits. No person shall have any right or claim to a benefit under the
Plan beyond that expressly provided by the Plan and then only to the extent of the assets
available in the Fund which may be applied for his benefit in accordance with the Plan unless
guaranteed by the Pension Benefit Guaranty Corporation.
 12.2
    
    Company Rights. The establishment and maintenance of the Plan shall not be construed
to give any Employee the right to be retained in the service of the Company. The contributions
of the Company to the Fund shall be for the exclusive benefit of Members and persons claiming
through them, and no part of the Fund shall revert to the Company other than such residual
amount as remains in the Fund after termination of the Plan and the satisfaction of all
obligations to all Members and Beneficiaries under the Plan.
 12.3
    
    Construction. The provisions of this Plan shall be construed, administered and
enforced according to the provisions of ERISA and, to the extent not preempted thereby, the laws of
the State of Delaware.
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12.4
    
    Titles. The titles of the Sections herein are included for convenience of
reference only and shall not be construed as a part of this Plan, nor have any effect upon
the meaning of the provisions hereof. Unless the context requires otherwise, the singular
shall include the plural; the masculine gender shall include the feminine; the feminine
gender shall include the masculine; and such words as herein, hereafter, hereof and
hereunder shall refer to this instrument as a whole and not merely to the subdivision in
which such words appear.
 12.5
    
    Impossibility of Action. In case it becomes impossible for any fiduciary to perform
any act under this Plan, that act shall be performed which in the judgment of such fiduciary
will most nearly carry out the intent and purposes of this Plan. All parties concerned shall
be bound by any such acts performed under such conditions.
 12.6
    
    Separability. If any term or provision of this Plan as presently in effect or as
amended from time to time, or the application thereof to any payments or circumstances, shall
to any extent be invalid or unenforceable, the remainder of the Plan, and the application
of such term or provision to payments or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term or provision of the
Plan shall be valid and enforced to the fullest extent permitted by law.
 12.7
    
    Merger or Consolidation of Plan. Plan A or Plan B shall not merge or consolidate
with, or transfer or segregate its assets or liabilities to, any other plan unless each Member
of such plan would, if the successor plan were then to be terminated, be entitled to a
Retirement Benefit immediately after the merger, consolidation, transfer, or segregation which
is equal to or greater than the Retirement Benefit he would have been entitled to immediately
before the merger, consolidation, transfer or segregation, if Plan A or Plan B had then been
terminated.
 12.8
    
    Latest Commencement of Benefits. In no case will the payment of benefits to any
Member commence later than the earlier of:
 (a)
    
    unless the Member otherwise elects, the sixtieth (60th) day after the
latest of the following:
 (i)
    
    the close of the Plan Year in which occurs the date on
which the Member attains age sixty-five (65),
 (ii)
    
    the close of the Plan Year in which occurs the tenth (10th) anniversary of the
year in which the Member commenced participation in the Plan or
  40




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(iii)
    
    the close of the Plan Year in which the Member terminates his
service with the Company, or
 (b)
    
    the April 1 of the calendar year following the later of:
 (i)
    
    the calendar year in which the Member attains age 701/2, or(ii)
    
    the calendar year in which the Member retires.
 12.9
    
    Veterans Reemployment Rights. Notwithstanding any provision of the Plan to the
contrary, benefits and service credits with respect to qualified military service will be
provided in accordance with Code Section 414(u).
 12.10
    
    Separate Plans and Assets. Plan B assets (those available to pay benefits that
accrue on behalf of Union Members) shall be available only for such purpose and shall not be
available under any circumstances to pay benefits with respect to any Member who is not a
Union Member. Furthermore, Plan A assets (those available to pay benefits that accrue on
behalf of Members who are not Union Members) shall be available only for such purpose and
shall not be available under any circumstances to pay benefits with respect to any Union
Member. For Trust accounting purposes, all of Plan A assets shall at all times be accounted
for separately from all of Plan B assets in a manner which satisfies Treas. Reg. Sec.
1.414(l)-1(b)(8). Plan A and Plan B shall constitute separate plans.
 TOP HEAVY
 13.1
    
    Purpose and Applicability. The provisions of this Article are intended to comply
with, and all determinations under this Article will be computed in accordance with, section
416 of the Code and the regulations promulgated thereunder, which are specifically
incorporated herein by reference. The provisions of Sections 13.2, 13.3, and 13.4 below shall
not apply with respect to any Employee covered by a collective bargaining agreement as to
which retirement benefits were the subject of good-faith bargaining, unless such agreement
provides for the application of such provisions to such Employees. Accordingly, this Article
only applies to Plan A which does not cover Union Members.
  41




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13.2
    
    Special Vesting. Notwithstanding any other provision of the Plan, other than the
provisions of this Article, each individual who is a Member at any time during a Plan Year
which is a top heavy plan year shall have a fully vested and nonforfeitable interest in not
less than a percentage of his Accrued Benefit as set forth in the following schedule, based on
his completed Years of Vesting Service:
 Years of
    
    NonforfeitableVesting Service
    
    PercentageLess than 3
    
    
    0
    %3 or more
    
    
    100
    %
  13.3
    
    Minimum Benefits. The benefit payable at any time to each Member who is not a key
employee and who completes at least 1,000 Hours of Service in a Plan Year which is a top
heavy plan year, determined as of the end of such Plan Year (and as of the end of any
subsequent Plan Year) and when expressed as an annual benefit payable as a single life
annuity commencing at the Members Normal Retirement Date, shall not be less than the lesser
of
 (a)
    
    the product of (i) two percent of the Members high five year compensation and
(ii) the number of his years of service for minimum benefit purposes (excluding any
such year that was not a top heavy plan year), and
 (b)
    
    twenty percent of his high five year compensation;
   42




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13.4
    
    Definitions. For purposes of this Article:
 (a)
    
    Compensation means the Members wages, salaries, fees
for professional services and other amounts received for personal services
actually rendered in the course of employment with the Company, including amounts (if any)
by which the Members compensation is reduced pursuant to an election under a cash or
deferred arrangement described in section 401(k) of the Code, that is part of a plan
maintained by the Company, or a cafeteria plan maintained by the Company under section 125
of the Code, but does not include any other amounts which are excluded under the
definition of compensation provided in the Treasury Regulations promulgated under section
415 of the Code; provided that compensation for a Plan Year in excess of the amount in
effect for a Plan Year under section 401(a)(17) of the Code) will be disregarded under the
Plan in accordance with the rules under section 401(a)(17) of the Code.
 (b)
    
    High five year compensation means the average of the Members annual compensation for those
five consecutive years of service for minimum benefit purposes (or, if the Member has less
than five such years, then for his number of consecutive years of service for minimum benefit
purposes) for which his aggregate compensation is greatest. Any Plan Year which is not a year
of service for minimum benefit purposes shall be ignored in determining whether the Members
years of service for minimum benefit purposes are consecutive.
 (c)
    
    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
Company having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1)
of the Code for Plan Years beginning after December 31, 2002), a five-percent owner of the
Company, or a one-percent owner of the Company having annual compensation of more than
$150,000. For this purpose, annual compensation means compensation within the
meaning of Section 415(c)(3) of the Code. 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.
  43




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(d)
    
    Top heavy plan year means a Plan Year in which the sum of the present values of the total
accrued benefits of all key employees under the Plan and under each other defined
benefit plan (as of the applicable determination date of each such plan) which is
aggregated with this Plan, plus the sum of the account balances of all key employees under
each defined contribution plan (as of the applicable determination date of each such plan)
which is aggregated with this Plan, exceeds sixty percent of the sum of such amounts for all
Employees or former Employees (other than former key employees but including beneficiaries of
deceased former Employees) under such plans. The following rules shall apply for purposes of
making the foregoing determination:
 (i)
    
    The term determination date means, with respect to the initial plan year of a plan,
the last day of such plan year and, with respect to any other plan year of a plan, the
last day of the preceding plan year of such plan. The term applicable determination
date means, with respect to the Plan, the determination date for the Plan Year of
reference and, with respect to any other plan, the determination date for any plan year
of such plan which falls within the same calendar year as the applicable determination
date of the Plan.
 (ii)
    
    The present values of accrued benefits or account balances under a plan 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. The accrued
benefits and account balances of any individual who has not performed services for the
Company during the 1-year period ending on the determination date shall not be taken into
account. In the case of a defined benefit plan, such valuation date must be the same date as
is employed for computing plan costs for minimum funding purposes, and the determination of
the present value of accrued benefits shall be made on the basis of reasonable interest and
mortality assumptions, including without limitation those used for minimum funding purposes
or for purposes of determining the actuarial equivalence of optional benefits under the plan.
In the case of a defined contribution plan, the value of account balances will be adjusted
for contributions made after the valuation date to the extent required by applicable Treasury
regulations.
 (iii)
    
    There shall be aggregated with this Plan: (A) any other plan of the Company or an
Affiliated Company under which at least one key employee participates and which is able to
satisfy the requirements of sections 401(a)(4) and 410 of the Code by reason, at least in
part, of the existence of this Plan, and (B) if at least one key employee is a Member
hereunder, any other plan of the Company or an Affiliated Company (i) in which a key employee
participates or (ii) which enables another such plan (including, but not limited to, the
Plan) to satisfy the requirements of sections 401(a)(4) and 410 of the Code. Any plan of the
Company or an Affiliated Company not required to be aggregated with the Plan may
nevertheless, in the
discretion of the Administrative Committee, be aggregated with the Plan if
the benefits and coverage of all aggregated plans would continue to satisfy
the requirements of sections 401(a)(4) and 410 of the Code.
  44




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(e)
    
    Year of service for minimum benefit purposes means, with respect to any
Member, each Plan Year in which the Member completes at least 1,000 Hours of Service
except any such year which begins after the last day of the most recent Plan Year
which was a top heavy plan year. For purposes of satisfying the minimum benefit
provisions of Section 416(c)(1) of the Code, in determining years of minimum benefit
service, any service with the Company 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.
 13.5
    
    Adjustment to Benefit Limitations. In applying the limitations of Section 4.7 for
any Plan Year which begins prior to January 1, 2000 which is a top heavy plan year, Code
section 415(e)(2)(B) and (3)(B) will be applied by substituting 1.0 for 1.25 wherever
1.25 appears therein unless (a) the Plan and each plan with which the Plan is required to
be aggregated pursuant to the first sentence of Section 13.4.(d)(iii) satisfies the
requirements of section 416(h)(2)(A) of the Code, and (b) such Plan Year would not be a top
heavy plan year if ninety percent were substituted for sixty percent in the first
paragraph of Section 13.4(d).
 th
 SITHE ENERGIES, INC.By:
    
    /s/ [ILLEGIBLE]
  45




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APPENDIX A
SPECIAL PROVISIONS FOR FORMER GPU REPRESENTED EMPLOYEES
 PURPOSE AND APPLICABILITY
  A1.1
    
    Purpose and Applicability. Effective November 24, 1999 (the Closing Date), Sithe
Energies, Inc. acquired the fossil fuel and hydroelectric generating assets of GPU, Inc and
its operating subsidiaries (collectively GPU). As a result of such transaction, certain
operating companies of Sithe Energies, Inc. assumed existing collective bargaining agreements
with certain unions and have agreed to continue to provide pension benefits pursuant to such
collective bargaining agreements and other agreements between and among Sithe Energies, Inc.
and its operating companies, GPU, and the respective unions. Such pension benefits had
previously been provided under the applicable union pension plans sponsored by GPU (GPU
Plans).
      46




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A1.2
    
    Participating Company. Notwithstanding any other section of the Plan to the
contrary, Eligible Employee shall include any Employee of a Participating Company.
Participating Company means the Company and any other Affiliated Company which adopts this
Plan with the approval of the Company. Effective November 24, 1999, solely for purposes of
the Appendix A Portion of the Plan, the Participating Companies shall include Sithe
Pennsylvania Holdings, LLC; Sithe Maryland Holdings, LLC; Sithe New Jersey Holdings, LLC; and
Sithe Northeast Management Company.
 A1.3
    
    Plan Assets. Notwithstanding anything in the Plan to the contrary, for Trust
accounting purposes, all of the assets subject to the Appendix A Portion of the Plan shall be
part of Plan A and at all times be accounted for separately from all of the Plan B assets in
a manner which satisfies Treas. Reg. Sec. 1.414(l)-l(b)(8).
 JERSEY PLAN COVERED GROUP PROVISIONS
  A2.1
    
    Jersey Plan Eligible Employee. Any Eligible Employee of a Participating Company who
is covered under a collective bargaining agreement between Sithe New Jersey Holdings LLC,
Sithe Mid-Atlantic Power Services, Inc. and Local Unions 327, 1289, and 1314 of the
International Brotherhood of Electrical Workers AFL-CIO, is a member of the Jersey Plan
Covered Group. Each Eligible Employee of the Jersey Plan Covered Group shall become an active
Member of the Plan under this Article A2 upon the Closing Date if such individual was an
active participant in the Jersey Plan immediately prior to the Closing Date. Otherwise, such
individual shall become a Member hereunder upon satisfying the eligibility conditions of the
Jersey Plan.
 A2.2
    
    Creditable Service. In general, Creditable Service under this Plan shall not include
service prior to the Closing Date nor after May 12, 2000. However, for a Jersey Plan Eligible
Employee who was an active participant in the Jersey Plan
immediately prior to the Closing Date, Creditable Service under this Plan will be measured
from the individuals last anniversary date of his or her employment with GPU prior to
November 24, 1999 if such anniversary date is between May
24, 1999 and November 24, 1999 and the individual was not credited with a full year of
benefit service under the Jersey Plan for the last fractional year of employment.
Notwithstanding anything to the contrary, no individual will receive duplicate service
under both the Jersey Plan and this Plan.
  47




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A2.3
    
    Vesting Service. Vesting Service shall be determined in the same manner as provided
in the Jersey Plan. Furthermore, vesting service credited under the Jersey Plan, if any,
shall be recognized as Vesting Service for purposes of this Plan. However, in no event will a
Member receive duplicate vesting service for service credited under both the Jersey Plan and
this Plan.
 A2.4
    
    Creditable Service for Determination of Basic Annuity. In determining a Members
Basic Annuity, a Members number of years of creditable service credited under the Jersey
Plan, if any, shall be taken into account hereunder solely for the purpose of determining the
appropriate accrual percentage to be multiplied by the Members Basic Earnings.
 A2.5
    
    Service for All Other Purposes. For purposes of determining eligibility to
participate under this Article, eligibility for an early or normal retirement benefit, or for
any purpose other than as described above, service for such purpose credited to a Member
under the Jersey Plan, if any, shall be taken into account for such purpose under this Plan.
However, in no event will a Member receive duplicate service for service credited under both
the Jersey Plan and this Plan.
 A2.6
    
    Basic Earnings. For purposes of determining a Members Basic Earnings under this
Plan, earning under the Jersey Plan prior to the Closing Date, if any shall be taken into
account.
 A2.7
    
    Inapplicable Jersey Plan Provisions. The provisions of the Jersey Plan which are
administrative in nature, do not otherwise relate to determining an individuals benefit,
which relate to employee contributions, or for which there is a substantially similar
provision in this Plan shall not apply hereunder. Accordingly, notwithstanding any provision
herein to the contrary, the following Sections of the Jersey Plan shall not apply hereunder
and are excluded from incorporation in this Plan:
 
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METROPOLITAN PLAN COVERED GROUP PROVISIONS
  A3.1
    
    Metropolitan Plan Eligible Employee. Any Eligible Employee of a Participating
Company who is covered under a collective bargaining agreement between Sithe Pennsylvania
Holdings LLC, Sithe Mid-Atlantic Power Services, Inc. and Local Union 777 of the
International Brotherhood of Electrical Workers AFL-CIO, is a member of the Metropolitan Plan
Covered Group. Each Eligible Employee of the Metropolitan Plan Covered Group shall become an
active Member of the Plan under this Article A3 upon the Closing Date if such individual was
an active participant in the Metropolitan Plan immediately prior to the Closing Date.
Otherwise, such individual shall become a Member hereunder upon satisfying the eligibility
conditions of the Metropolitan Plan.
 A3.2
    
    Creditable Service. In general, Creditable Service under this Plan shall not include
service prior to the Closing Date nor after May 12, 2000. However, for a Metropolitan Plan
Eligible Employee who was an active participant in the Metropolitan Plan immediately prior to
the Closing Date, Creditable Service under this Plan will be measured from the individuals
last anniversary date of his or her employment with GPU prior to November 24, 1999 if such
anniversary date is between May 24, 1999 and November 24, 1999 and the individual was not
credited with a full year of benefit service under the Metropolitan Plan for the last
fractional year of employment. Notwithstanding anything to the contrary, no individual will
receive duplicate service under both the Metropolitan Plan and this Plan.
 A3.3
    
    Vesting Service. Vesting Service shall be determined in the same manner as provided
in the Metropolitan Plan. Furthermore, vesting service credited under
the Metropolitan Plan, if any, shall be recognized as Vesting Service for purposes of this
Plan. However, in no event will a Member receive duplicate vesting service for service
credited under both the Metropolitan Plan and this Plan.
  49




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A3.4
    
    Creditable Service for Determination of Basic Annuity. In determining a Members
Basic Annuity; a Members number of years of creditable service credited under the
Metropolitan Plan, if any, shall be taken into account hereunder solely for the purpose of
determining the appropriate accrual percentage to be multiplied by the Members Basic
Earnings.
 A3.5
    
    Service for All Other Purposes. For purposes of determining eligibility to
participate under this Article, eligibility for an early or normal retirement benefit, or for
any purpose other than as described above, service for such purpose credited to a Member
under the Metropolitan Plan, if any, shall, be taken into account for such purpose under this
Plan. However, in no event will a Member receive duplicate service for service credited under
both the Metropolitan Plan and this Plan.
 A3.6
    
    Basic Earnings. For purposes of determining a Members Basic Earnings under this
Plan, earning under the Metropolitan Plan prior to the Closing Date, if any,
shall be taken into account.
 A3.7
    
    Inapplicable Metropolitan Plan Provisions. The provisions of the Metropolitan Plan
which are administrative in nature, do not otherwise relate to determining an individuals
benefit, which relate to employee contributions, or for which there is a substantially similar
provision in this Plan shall not apply hereunder. Accordingly, notwithstanding any provision
herein to the contrary, the following Sections of the Metropolitan Plan shall not apply
hereunder and are excluded from incorporation in this Plan:
 
   50




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PENELEC PLAN COVERED GROUP PROVISIONS
  A4.1
    
    Penelec Plan Eligible Employee. Any Eligible Employee of a Participating Company who
is covered under a collective bargaining agreement between Sithe Pennsylvania Holdings LLC,
Sithe Maryland Holdings LLC, Sithe Mid-Atlantic Power Services, Inc., Sithe Northeast
Management Company and Local Union 459 of the International Brotherhood of Electrical Workers
AFL-CIO (other than those employees who are employed by Sithe Northeast management Company at
Keystone and Conemaugh assets), is a member of the Penelec Plan Covered Group. Each Eligible
Employee of the Penelec Plan Covered Group shall become an active Member of the Plan under
this Article A4 upon the Closing Date if such individual was an active participant in the
Penelec Plan immediately prior to the Closing Date. Otherwise, such individual shall become a
Member hereunder upon satisfying the eligibility conditions of the Penelec Plan.
 A4.2
    
    Creditable Service. In general, Creditable Service under this Plan shall not include
service prior to the Closing Date nor after May 12, 2000. However, for a Penelec Plan
Eligible Employee who was an active participant in the Penelec Plan immediately prior to the
Closing Date, Creditable Service under this Plan will be measured from the individuals last
anniversary date of his or her employment with GPU prior to November 24, 1999 if such
anniversary date is between May 24, 1999 and November 24, 1999 and the individual was not
credited with a full year of benefit service under the Penelec Plan for the last fractional
year of employment. Notwithstanding anything to the contrary, no individual will receive
duplicate service under both the Penelec Plan and this Plan.
 A4.3
    
    Vesting Service. Vesting Service shall be determined in the same manner as provided
in the Penelec Plan. Furthermore, vesting service credited under the Penelec Plan, if any,
shall be recognized as Vesting Service for purposes of this Plan. However, in no event will a
Member receive duplicate vesting service for service credited under both the Penelec Plan and
this Plan.
  51




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A4.4
    
    Creditable Service for Determination of Basic Annuity. In determining a
Members Basic Annuity, a Members number of years of creditable service credited under the
Penelec Plan, if any, shall be taken into account hereunder solely for the purpose of
determining the appropriate accrual percentage to be multiplied by the Members Basic
Earnings.
 A4.5
    
    Service for All Other Purposes. For purposes of determining eligibility to
participate under this Article, eligibility for an early or normal retirement benefit, or for
any purpose other than as described above, service for such purpose credited to a Member
under the Penelec Plan, if any, shall be taken into account for such purpose under this Plan.
However, in no event will a Member receive duplicate service for service credited under both
the Penelec Plan and this Plan.
 A4.6
    
    Basic Earnings. For purposes of determining a Members Basic Earnings under this
Plan, earning under the Penelec Plan prior to the Closing Date, if any shall be taken into
account.
 A4.7
    
    Inapplicable Penelec Plan Provisions. The provisions of the Penelec Plan which are
administrative in nature, do not otherwise relate to determining an individuals benefit,
which relate to employee contributions, or for which there is a substantially similar
provision in this Plan shall not apply hereunder. Accordingly, notwithstanding any provision
herein to the contrary, the following Sections of the Penelec Plan shall not apply hereunder
and are excluded from incorporation in this Plan:
 
   52




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APPENDIX B
MODIFIED TRADITIONAL PENSION PLAN FOR CERTAIN UNION MEMBERS
 INTRODUCTION
    Plan Article Sections Inapplicable to Appendix B Members
  
  53




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DEFINITIONS OTHER THAN SERVICE DEFINITIONS
 B2.1
    
    Accumulated Member Contributions, as of any specified time, means the sum of all
contributions made by a Member under this Plan which have not been withdrawn, with interest
credited on such amounts, for each Plan Year or portion thereof at the rate of 120 percent of
the Federal mid-term rate as in effect under section 1274 of the Code for the first month of
such Plan Year. Interest shall be computed on each contribution from the January 1 next
following the date such contribution was due to the earlier of:
 (a)
    
    the first day of the month in which the Member commences to receive
Retirement Benefit payments, attains his Normal Retirement Date, or
withdraws his Accumulated Member Contributions, whichever occurs first;
or(b)
    
    the first day of the month next following the date of the Members death.
 B2.2
    
    Accrued Benefit means, as of any date, the amount of Retirement Benefit to which
an Appendix B Member is or would be entitled hereunder if he were
eligible to and did retire or otherwise terminate employment hereunder on such date,
commencing on his Normal Retirement Date and payable for his life.
  54




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##### 



B2.3
    
    Actuarial Equivalent means a benefit which is of equal value to a benefit
otherwise payable in a different form or at a different time under the Plan, when computed,
using the same factors for males and females, on the basis of:
 (a)
    
    83% of the mortality rates for males determined in accordance with the
Group Annuity Tables for 1951  Males, projected to 1970 by Projection
Scale C, plus
 (b)
    
    17% of the mortality rates for females equal to those for males five years
younger, and
 (c)
    
    with an effective rate of interest of 4% compounded annually.
  B2.4
    
    Annuity Starting Date means, in the case of any Members Retirement Benefit, the
first day of the first month for which the Retirement Benefit is payable. A Members Annuity
Starting Date shall be determined in accordance with the provisions of Section B7.4 (Normal
or Late Retirement Benefit) Section B7.5 (Deferred Early Retirement Benefit), Section B7.6
(Reduced Early Retirement Benefit), Section B7.7 (Disability Retirement Benefit), Section
B8.1(e) (pertaining to lump-sum benefits), Section B11.1 (Deferred Vested Retirement Benefit)
or Section B11.2 (Reduced Earlier Vested Retirement Benefit), whichever is applicable.
 B2.5
    
    Base Pay means the compensation payable to an Employee by the Company for time
worked on regular normal scheduled work days, including paid holidays and vacations exclusive
of all compensation for overtime worked, premiums, commissions, bonuses, amounts deferred or
payable under a nonqualified plan or arrangement or deferred compensation and all other forms
of additional compensation, but including (a) lump sum merit increases (one-twelfth of such
increase to be included as Base Pay for each month in the twelve month period beginning with
the month of payment), (b) amounts (if any) elected by the Employee to be deferred under a
cash or deferred arrangement, qualified under section 401(k) of the Code, that is part of a
plan in which the Company participates, and (c) amounts (if any) by which an Employees salary
or other remuneration is reduced pursuant to an election or designation made under a cafeteria
plan under Section 125 in which the Company participates. Base Pay for a Member for any Plan
Year in excess of the amount in effect for the Plan Year under section 401(a)(17) of the Code
will be disregarded under the Plan in accordance with the rules under section 401(a)(17) of
the Code.
  55




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##### 



(a)
    
    Notwithstanding the foregoing, for periods prior to May 16, 1998, an
Employees Base Pay shall also include compensation as described
above for services rendered to a prior employer while a member of the
BECO Retirement Plan, and
 (b)
    
    except as may otherwise be agreed upon under the terms of a collective
bargaining agreement between the Company and Local 369, UWUA, AFL-CIO, Base Pay shall not include any compensation for periods subsequent
to the pay period ending September 30, 2005.
 B2.6
    
    BECO Retirement Plan means the Boston Edison Retirement Plan as in effect
immediately prior to the Effective Date of this Plan.
 B2.7
    
    Beneficiary means the person or persons entitled under Article 8 or Appendix B to receive
any benefit payable hereunder on or after the Members death, other than any benefit payable
to a spouse pursuant to Section B7.3, to a Surviving Spouse pursuant to Section B9.1 or to a
Contingent Annuitant pursuant to Article B8.
 B2.8
    
    Contingent Annuitant means the person to whom Retirement Benefit payments are to
be made for life after the death of a Member who (a) elected a Contingent Annuitant form of
Retirement Benefit pursuant to Article B8 and (b) dies on or after the Annuity Starting Date.
 B2.9
    
    Effective Date means January 1, 2000, unless otherwise specified herein; however,
the original effective date was May 16, 1998, and the original plan name was the Sithe New
England Power Services, Inc. Union Pension Plan.
 B2.10
    
    Eligible Employee means an active union Employee who was a Member of the Sithe
Energies, Inc. Group Pension Plan on December 31, 2000 and who is not a Member of the Sithe
Stable Account Plan cash balance feature.
 B2.11
    
    Employee means an employee of the Company or an Affiliated Company as determined by the
Company.
  56




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##### 



B2.12
    
    Final Average Pay means the annual average of a Members Base Pay for those 36
consecutive months of employment as an Employee (or, if the Member has been an Employee for
less than 36 consecutive months, such lesser period of employment) within his last ten
consecutive calendar years of employment as an Employee which produces the highest average;
provided, however, that Final Average Pay shall not include any Base Pay for periods
subsequent to the pay period containing September 30, 2005. For purposes of the preceding
sentence, the term last ten consecutive calendar years of employment as an Employee means
the ten consecutive calendar years of employment as an Employee ending with the calendar year
in which an Employee dies, retires or otherwise ceases to be an Employee or to accrue benefits
under the Plan, whichever calendar year is earliest. In the event a Member ceases to be an Employee and thereafter
again becomes an Employee and a Member (unless in the interim he shall have suffered a
substantial period of severance as defined in Section B3.6), the periods before and after
his severance from service as an Employee shall be considered consecutive for purposes of
determining his Final Average Pay.
In determining Final Average Pay, a Members Base Pay for periods while a member of the
BECO Retirement Plan shall be taken into account, and solely for purposes of this Section,
such Member shall be considered an Employee for such periods.
 B2.13
    
    Lump-sum Equivalent means, in the case of a lump sum benefit which is to be paid
to a Participant, the actuarial present value of a Members Retirement Benefit, determined as
of the Annuity Starting Date, applying the Applicable Mortality Table and Applicable
Interest Rate as defined under Code section 417(e)(3)(A) (as amended by Public Law 103-465,
section 767(a)(2)) and the regulations and applicable rulings prescribed thereunder in effect
for the November preceding the Plan Year in which the Members Annuity Starting Date occurs.
However, for Annuity Starting Dates that occur in the 12-month period ending on December 31,
2001, the Applicable Interest Rate used to determine the Lump Sum Equivalent shall be the
rate in effect under Plan B on December 31, 2000 or the Applicable Interest Rate under the
Plan for the Plan Year beginning January 1, 2001, whichever produces the greater lump sum.
 B2.14
    
    Member means any Eligible Employee who is currently participating in the Plan in
accordance with Article B4 or any former Eligible Employee who continues to be entitled to a
benefit under the Plan.
 B2.15
    
    Plan means for purposes of this Appendix B, the Sithe Union Employees Pension Plan, which
prior to January 1, 2001 was known as the Sithe Energies, Inc. Group Pension Plan.
 B2.16
    
    Plan Year means for this Plan B the period from May 16, 1999 through May 15,
2000; the short period beginning May 16, 2000 and ending December 31, 2000; and each
calendar year thereafter beginning with 2001.
 B2.17
    
    Retirement Date means a Members Normal, Early, Late, or Disability Retirement
Date determined in accordance with Article B6.
 B2.18
    
    Surviving Spouse means the individual who was legally married to a Member during
the entire twelve-month period preceding the Members death.
  57




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##### 



SERVICE DEFINITIONS
 B3.1
    
    Employment Commencement Date means the date on which the Employee first performs
an Hour of Service or, in the case of an Employee who incurs a Break in Service, the date on
which he first performs an Hour of Service after such Break.
 B3.2
    
    Break in Service means, in the case of any Employee, a Plan Year in which the
Employee has 500 or fewer Hours of Service, but not including any such Plan Year before the
one in which he ceases to be an Employee. Solely for purposes of determining whether a Break
in Service has occurred, there shall be credited to the Employee as Hours of Service each
hour not otherwise creditable under Section 1.21 during a period of absence from the Company
by reason of the Employees pregnancy; by reason of the birth of the Employees child; by
reason of the placement of a child with the Employee in connection with the adoption of such
child by the Employee; or for purposes of caring for such child for a period beginning
immediately following such birth or placement; provided, that:
 (a)
    
    Any Hour of Service credited hereunder with respect to an absence shall be
credited (i) only in the Plan Year in which the absence begins, if the Employee would
be prevented from incurring a Break in Service in such Year solely because of Hours of
Service credited hereunder for such absence, or (ii) in any other case, in the
immediately following Plan Year;
 (b)
    
    No Hours of Service shall be credited hereunder unless the Employee furnishes
the Plan Administrator with such information as the Plan Administrator may
reasonably require (in such form and at such time as the Plan Administrator may
reasonably require) establishing (i) that the absence from work is an absence described hereunder and (ii) the number of days for which the absence lasted;
 (c)
    
    In no event shall more than 501 Hours of Service be credited to an Employee
hereunder for any one absence by reason of pregnancy or the placement of any one child.
 B3.3
    
    Substantial Break means, in the case of any Employee or Member who does not have a
nonforfeitable right to any portion of his Accrued Benefit, a number of consecutive Breaks in
Service which equals or exceeds five.
  58




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B3.4
    
    Year of
Eligibility Service means,
 (a)
    
    the twelve consecutive month period starting on an Employees Employment
Commencement Date, provided he completes at least 1,000 Hours of Service during such
period, or
 (b)
    
    if the Employee does not complete at least 1,000 Hours of Service in the twelve
consecutive month period starting on an Employees Employment Commencement Date, any
Plan Year following such date during which he completes at least 1,000 Hours of
Service.
 (c)
    
    For purposes of this Section, Hours of Service and the Employment Commencement
Date of any Employee who was both an active employee of Boston Edison Company and a
member of the BECO Retirement Plan immediately prior to the Effective Date shall
reflect the individuals employment with Boston Edison Company.
 B3.5
    
    Year of Vesting Service means a Plan Year during which an Employee has at least
1,000 Hours of Service, subject to the following special rules:
 (a)
    
    Each Member whose Year of Eligibility Service overlaps two Plan Years in
neither of which the Member has 1,000 Hours of Service shall, except as otherwise
provided in (b) and (c), be credited with one Year of Vesting Service upon becoming a
Member.
 (b)
    
    If a Member has 1,000 Hours of Service in the period May 16, 2000 to May 15,
2001 and also in the period January 1, 2001 to December 31, 2001, he shall be credited
with two years of service for such periods.
 (c)
    
    Except as otherwise provided in Section B3.8, in the case of a Member who
incurs a Substantial Break, Years of Vesting Service prior to such Break will be
disregarded.
 (d)
    
    A Member who becomes disabled and retires in accordance with Section B6.3, and
is thereafter reemployed by the Company as an Employee prior to his Normal Retirement
Date, shall also be credited with a Year of Vesting Service for each Plan Year
during his period of disability retirement in which he has less than 1,000 Hours
of Service, such Years to be in addition to any Years of Vesting Service credited to
the Member under the other provisions of this Section.
 (e)
    
    In the event a Member has a Break in Service and thereafter again becomes
an Employee and a Member without having incurred a Substantial Break,
his Years of Vesting Service prior to his Break in Service shall be restored to him.
 (f)
    
    For purposes of this Section, Hours of Service and the Employment
Commencement Date of any Employee who was both an active employee of Boston Edison
Company and a member of the BECO Retirement Plan immediately prior to the Effective
Date shall reflect the individuals employment with Boston Edison Company.
  59




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##### 



B3.6
    
    Years of Benefit Service means the period of time (in years and fractions of
years) commencing with the date on which an Eligible Employee first performs an Hour of
Service for the Company (or the date on which a reemployed Employee first performs an Hour of
Service for the Company following reemployment) and ending on the earlier of the date he
ceases to be an Eligible Employee or September 30, 2005. All periods of service shall be
cumulative; provided, however, that, except as otherwise provided in Section B3.8, periods
prior to a substantial period of severance shall be disregarded. For purposes of the
foregoing, a substantial period of severance means, in the case of an individual who ceases
to be an Employee and at such time does not have a nonforfeitable interest in any portion of
his Retirement Benefit, a period of at least five years (six years, if the individual ceases
to be an Employee for one of the reasons specified in the first paragraph of Section B3.2
above) during which the individual is credited with no service as an Employee.

For any Member who was both an active employee of Boston Edison Company and a member of the
BECO Retirement Plan immediately prior to the Effective Date, Years of Benefit Service
shall also include the years of benefit service (including fractions thereof) such member
had credited under the BECO Retirement Plan as of May 15, 1998.
 B3.7
    
    Fully Vested means, in the case of any Member, that the Member has completed at
least five Years of Vesting Service.
 B3.8
    
    Service Bridging means the following. In accordance with agreements entered into
from time to time between the Company and Local 369, UWUA, AFL-CIO, Years of Vesting Service
prior to a Substantial Break or Years of Benefit Service prior to a substantial period of
severance (as defined in Section B3.6) shall be counted for purposes of the Plan in the case
of those Members who have been selected by the Plan Administrator pursuant to such
agreements.
 ELIGIBILITY FOR MEMBERSHIP
 B4.1
    
    Eligibility. Effective January 1, 2001, this Appendix B shall have no new Members.
The Members of this Appendix B shall be those Union Members who were covered by the Sithe
Energies Group Pension Plan on December 31, 2000 and who are not covered on and after such
date by the provisions of the cash balance feature described in the body of this document.
 B4.2
    
    Membership Following a Break in Service. In the event a Members employment
terminates and thereafter the Member again becomes an Employee, he shall become an active
Member immediately upon again becoming an Employee; except that if he incurs a Substantial
Break, he shall be considered for all purposes of the Plan as a new Employee.
  60




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##### 



CONTRIBUTIONS TO THE FUND
 B5.1
    
    Continuation of Member Contributions. Each Member who was contributing to the BECO
Retirement Plan on May 15, 1998 may continue to contribute under this Plan on and after the
Effective Date in each calendar year while he is a Member in an amount equal to 3.75% of his
Base Pay in excess of $6,600 for such calendar year; provided, however, that no such
contribution shall be made after the earliest of: (a) December 31, 2000, (b) the date the
Member ceases to be an Employee, (c) the date the Member ceases to accrue benefits under this
Appendix B, (d) the date as of which he elects to discontinue his contributions, or (e) the
date he elects to withdraw his Accumulated Member Contributions. A contributing Member may
discontinue his contributions to the Plan upon written notification to the Plan
Administrator.
The contributions of a Member shall be made by deductions from his pay on written
authorization and in a manner determined by the Plan Administrator in its sole discretion,
and the amounts of contributions so deducted shall be paid to the Fund by the Company as of
the earliest date on which the contributions can reasonably be segregated from the
Companys general assets, but in no event later than the 15th business day of the month
following the month in which amounts would otherwise have been payable to the Member in
cash.
 B5.2
    
    Withdrawal of Accumulated Member Contributions.
 (a)
    
    A contributing Member may, as of the first day of any month, but not after
the date his Retirement Benefit payments commence, upon written request filed
with the Plan Administrator, elect to withdraw his eligible Accumulated Member
Contributions from the Fund. For purposes of the preceding sentence, eligible
Accumulated Member Contributions means the Members total Accumulated Member
Contributions as provided under Section B2.1. In the event of a withdrawal as
described in the first sentence of this paragraph, the formula Contributory
Retirement Benefit specified in Section B7.1(b)(i) shall be reduced (but not below
zero) as specified in that Section by the Retirement Benefit derived from the
Members contributions. The Retirement Benefit derived from the
Members contributions shall be an annual benefit, payable for the life of the Member
only and commencing at Normal Retirement Age, equivalent to the Members eligible
Accumulated Member Contributions, such equivalency to be determined in
accordance with the provisions of section 411(c) of the Code.
  61




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##### 



(b)
    
    Upon receipt of a request for a withdrawal the Plan Administrator shall
provide the Member with a written notification in nontechnical terms describing
the effects of such withdrawal and the rights of the Member and, if applicable,
the Members spouse with respect thereto. Such notification shall be comparable to the notification specified in Section 4.3,
except that the Plan Administrator shall make such modifications as it may deem
advisable, consistent with applicable law and regulations. No election to withdraw
shall be effective unless made within the 90-day period immediately preceding the
date of withdrawal. If the Member is married, his election to withdraw shall not be
effective unless his spouse also consents in writing thereto and acknowledges the
effect of such election (or it is determined that spousal consent and
acknowledgment cannot be obtained) in accordance with the rules set forth in
Section 4.3. The provisions of this paragraph (b) shall not apply where the
Lump-sum Equivalent of the Members vested Accrued Benefit, determined as of the
date of the withdrawal (or, if required under the Code or regulations thereunder,
the date of any prior withdrawal), is $5,000 or less (or such greater amount as
permitted under Code Section 411(a)(11)).
 B5.3
    
    Forfeitures and Other Gains. Gains arising from any forfeiture of the interest in
the Fund of any Member, because of death, severance of employment or any other reason,
shall be applied to reduce the amount of Company contributions and not to increase the
benefits otherwise payable under the Plan.
 RETIREMENT DATES
 B6.1
    
    Normal Retirement Date. The Normal Retirement Date of a Member shall be the first
day of the month next following his 65th birthday. Upon attaining age 65 while still employed
by the Company, a Member shall have a fully vested and nonforfeitable interest in his Accrued
Benefit and shall be entitled to retire and receive such benefit commencing on his Normal Retirement Date.
 B6.2
    
    Early Retirement Date. A Member may elect to retire or may be retired by the
Company, except solely on the basis of age, on the first day of any month prior to his Normal
Retirement Date if he meets one of the following requirements:
 (a)
    
    He has completed 20 Years of Benefit Service, has attained his 45th
birthday, and resigns for cause or is discharged for reasons not the fault of the
employee.
 (b)
    
    He has both completed 10 Years of Benefit Service and attained his 62nd
birthday.
 (c)
    
    He has completed 20 Years of Benefit Service and attained his 55th birthday.
 (d)
    
    The sum of his age on his last birthday and whole Years of Benefit Service
is 85 or more.
  62




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##### 



B6.3
    
    Disability Retirement Date. A Member who has completed 15 Years of Benefit Service,
is disabled from employment with the Company and is receiving disability payments under the
Social Security Act may elect to retire or may be retired by the Company. The Disability
Retirement Date of a Member who is retired by the Company shall be the date determined by the
Company. The Disability Retirement Date of a Member who elects to retire shall be the date
elected by the Member but not earlier than the first day of the first month on which he meets
the requirements set forth above in this section.
A Member who is determined to be totally and permanently disabled and who has completed 15
Years of Benefit Service shall also be eligible to elect a disability retirement under this
Section or may be retired under this Section by the Company, whether or not he is receiving
disability payments under the Social Security Act. For purposes of the foregoing, the
determination of a Members total and permanent disability may be made by a doctor of either
the Members or the Companys choosing. The doctors determination shall be embodied in a
written report made available to both the Member and the Company. The report of a doctor
selected by the Member shall be prepared at the Members expense, and the report of a doctor
selected by the Company shall be made at the Companys expense. If doctors selected by the
Member and the Company fail to agree, the Member and the Company shall by agreement select a
third doctor who shall be a specialist specified by his respective Board. The three doctors
shall meet as a committee and consider the case and the decision of a majority of such
doctors so acting shall be final and binding on the parties. Each party shall compensate the
doctor chosen by such party for the time spent and expenses incurred in the case, and the
parties shall share equally in paying the compensation and expenses of the third doctor.
 B6.4
    
    Late Retirement Date. A Member may continue as an Employee after his Normal
Retirement Date, subject to such restrictions and limitations, consistent with applicable law,
as the Company may prescribe. The Member shall not be eligible for Retirement Benefits prior
to his Late Retirement Date except as required under section 401(a)(9) of the Code or as
provided in Section B17.8. A Members Late Retirement Date shall be the first day of the month coinciding with or next following the date after his Normal Retirement Date on which he shall actually retire or be
retired.
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NORMAL FORM AND AMOUNT OF RETIREMENT BENEFITS
 B7.1
    
    Formula Retirement Benefit. The formula Retirement Benefit shall be a monthly
Retirement Benefit payable as a single life annuity commencing on the later of the Members
Normal or Late Retirement Date and ceasing with the last payment due before his death. The
amount of the monthly formula Retirement Benefit payable to a Member shall equal the Members
Noncontributory Retirement Benefit determined under (a) below plus the Members Contributory
Retirement Benefit, if any, as determined under (b) below, but not less than the Members
Minimum Retirement Benefit, as determined under (c) below.
 (a)
    
    Noncontributory Retirement Benefit shall be equal to (i), (ii), or
(iii) as applicable:
 (i)
    
    Except for those Members described in (ii) or (iii) below, a
Members Noncontributory Retirement Benefit shall be equal to 1/12 of: 1.40%
of the Members Final Average Pay multiplied by the Members Years of Benefit
Service not in excess of 15 years, plus 1.86% of the Members Final Average
Pay multiplied by the Members Years of Benefit Service in excess of 15 years
but not in excess of 30 years, plus 0.65% of the Members Final Average Pay
multiplied by the Members Years of Benefit Service in excess of 30 years.
 (ii)
    
    Former BECO Retirement Plan Members. Except for
Members described in (iii) below, the Noncontributory Retirement Benefit for a
Member who was a member of the BECO Retirement Plan immediately prior to the
Effective Date and who became a Member hereunder as of the Effective Date
shall be equal to 1/12 of (A) minus (B) below where:
 (A)
    
    equals the benefit determined under (i) above,
which shall reflect years of benefit service credited under the BECO
Retirement Plan as of May 15, 1998, as provided in Section B3.7, and
 (B)
    
    equals the Members BECO Retirement Plan
Benefit (as defined below).
  64




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##### 



(iii)
    
    Former Local 387 BECO Retirement Plan Members. The Noncontributory
Retirement Benefit for a Member who was a member of the BECO Retirement Plan
immediately prior to the Effective Date; who became a Member hereunder as of the
Effective Date; and who also was a member of Local 387, UWUA, AFL-CIO immediately
prior to its merger with Local 369, UWUA, AFL-CIO effective April 9, 1998 shall equal
the benefit determined under (i) above but based on Years of Benefit Service credited
to such Member subsequent to May 15, 1998 and up to September 30, 2005. However,
solely for purposes of determining the accrual percentage to apply under such formula
(1.40%, 1.86%, or 0.65%), years of benefit service credited to the Member under the
BECO Retirement Plan shall be considered.
 (iv)
    
    In no event shall this Plan be liable for any benefits accrued by
Members under the BECO Retirement Plan.
 (b)
    
    Contributory Retirement Benefit. A Members Contributory Retirement Benefit, if any,
shall equal the greater of (i) and (ii), where
 (i)
    
    equals one-third of the sum of all contributions made by the Member under
the Plan, reduced (but not below zero) by the Retirement Benefit derived from the
Members contributions previously withdrawn as that term is used in Section B5.2(a);
and
 (ii)
    
    the benefit derived from the Members remaining Accumulated Member
Contributions, if any, under the Plan as of the Members Annuity Starting Date,
determined in accordance with the provisions of section 411(c) of the Code.
 (c)
    
    Minimum Retirement Benefit. Notwithstanding the foregoing, a Members formula
Retirement Benefit shall not be less than the amount of Retirement Benefit the
Member could have received under Sections B7.6 if he had retired hereunder on any possible
Early Retirement Date. Furthermore, for any Member who was not an active member of the BECO
Retirement plan on the day before the Effective Date, such Members formula Retirement
Benefit shall not be less than $100 per month payable as a single life annuity commencing on
the later of the Members Normal or Late Retirement Date.
  65




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##### 



B7.2
    
    Normal Form of Retirement Benefit for Single Members. The normal form of
Retirement Benefit for a Member who is not married on his Annuity Starting Date shall be
the formula Retirement Benefit, payable as a single life annuity.
 B7.3
    
    Normal Form of Retirement Benefit for Married Members. The normal form of Retirement
Benefit for a Member who is married on his Annuity Starting Date shall be a joint and
survivor form of Retirement Benefit and shall be the Actuarial Equivalent of the formula
Retirement Benefit. Under this normal form of Retirement Benefit, the Member shall receive a
reduced amount of monthly Retirement Benefit payable during his lifetime, and, commencing on
the first day of the month next following his death, 50% of such reduced Retirement Benefit
shall be payable for life to the person who was the Members spouse on the Members Annuity
Starting Date. The death of the Members spouse after the Members Annuity Starting Date and
while the Member is still living shall not affect the reduced amount of Retirement Benefit
payments payable thereafter to the Member under this form of Retirement Benefit.
 B7.4
    
    Normal or Late Retirement Benefit. Each Member who retires on or after his Normal
Retirement Date shall be entitled to receive, commencing on his Retirement Date, a monthly
amount of formula Retirement Benefit payable under the normal form applicable to the Member
in accordance with Sections B7.2 or B7.3.
 B7.5
    
    Deferred Early Retirement Benefit. Each Member who retires in accordance with
Section B6.2 before his Normal Retirement Date shall be entitled to receive, commencing on
his Normal Retirement Date, the monthly amount of formula Retirement Benefit described in
Section B7.1, payable under the normal form applicable to the Member in accordance with
Section B7.2 or B7.3 and determined as of his Early Retirement Date.
 B7.6
    
    Reduced Early Retirement Benefit.
 (a)
    
    In lieu of the Retirement Benefit specified in Section B7.5, a Member may
elect to receive a reduced monthly amount of Retirement Benefit, commencing
on the first day of any month on or after his Early Retirement Date and before his
Normal Retirement Date, and on or after the date his election is filed with the
Committee, and payable thereafter during his lifetime.
  66




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##### 



(b)
    
    The Retirement Benefit of an Appendix B Member who retires before October 1,
2005 and prior to his Normal Retirement Date shall be equal to the Retirement Benefit
otherwise payable under Section B7.5, multiplied by the appropriate early
retirement factor, determined as of the commencement date of his Retirement
Benefit, from the table set forth below, interpolated for full months prior to Normal
Retirement Date. A Member to whom this Section applies may also be eligible for
the Temporary Supplemental Benefit for Certain Early Retirees as described in Section B7.7
below.
 Full Years
    
    EarlyPrior to Normal
    
    RetirementRetirement Date
    
    Factor1
    
    
    1.0002
    
    
    1.0003
    
    
    1.0004
    
    
    1.0005
    
    
    1.0006
    
    
    .9257
    
    
    .8508
    
    
    .7759
    
    
    .70010
    
    
    .62511
    
    
    .45712
    
    
    .43013
    
    
    .40414
    
    
    .38215
    
    
    .36016
    
    
    .34017
    
    
    .32118
    
    
    .30419
    
    
    .28820
    
    
    .272
  (c)
    
    Notwithstanding the foregoing, the Retirement Benefit for an Appendix B
Member who retires after September 30, 2005 shall be payable pursuant to (b) above with
respect to benefit accruals prior to January 1, 2001. However, for benefit accruals after
December 31, 2000, such benefit shall be multiplied by the appropriate early retirement
factor, determined as of the commencement of the Retirement Benefit, from the table set
forth below, interpolated for full months prior to Normal Retirement Date.
 Full Years
    
    EarlyPrior to Normal
    
    RetirementRetirement Date
    
    Factor1
    
    
    .9222
    
    
    .8513
    
    
    .7864
    
    
    .7275
    
    
    .6746
    
    
    .6247
    
    
    .5798
    
    
    .5379
    
    
    .49910
    
    
    .46311
    
    
    .45712
    
    
    .43013
    
    
    .40414
    
    
    .38215
    
    
    .36016
    
    
    .34017
    
    
    .32118
    
    
    .30419
    
    
    .28820
    
    
    .272
  67




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##### 



B7.7
    
    Temporary Supplemental Benefit for Certain Early Retirees. A Member who retires
early under Section B7.6 and who retires at age 57, 58, 59, 60 or 61 with at least 35 Years
of Benefit Service shall, in addition to the formula Retirement Benefit, receive a monthly
supplement, payable from the Members Early Retirement Date until the earlier of (a) the
Members death or (b) the month in which the Member attains age 62, equal to $10.00 times the
Members Years of Benefit Service, if such Member retires on or before September 30, 2005.
This benefit will be reduced by any concurrent temporary supplement payable to the Member
from the BECO Retirement Plan in respect of service rendered before May 15, 1998.
 B7.8
    
    Disability Retirement Benefit. If an Appendix B Member is disabled and retires in
accordance with Section B6.3 before his Normal Retirement Date, he shall be entitled to
receive, commencing on his Normal Retirement Date or, if the Member so elects, on the first
day of any earlier month on or after his Disability Retirement Date, a monthly amount of
formula Retirement Benefit payable under the normal form applicable to the Member in
accordance with Section B7.2 or B7.3 and determined as of his Disability Retirement Date.


If a disabled Appendix B Member who retired in accordance with Section B6.3 and who begins
receiving a benefit is reemployed by the Company as an Employee, payment of his Retirement
Benefit shall be suspended during his subsequent period of reemployment (but only to the
extent permitted under section 203 of ERISA and the regulations thereunder); he shall
immediately become an active Member of the Plan; and his Years of Vesting Service and Years
of Benefit Service at the time of his disability retirement shall be restored to him, and
the Plan Years before and after his disability retirement shall be considered consecutive
in determining his Final Average Pay.
If a disabled Appendix B Member who retired in accordance with Section B6.3 and who begins
receiving a benefit recovers sufficiently from the disability such that he is no longer
receiving disability benefits under the Social Security Act and he is not reemployed by
the Company, his Retirement Benefit payments shall be reduced
thereafter to the amount of Retirement Benefit payments computed under Section B11.2 as of
the date of his disability retirement.
 B7.9
    
    Retirement Benefit After Reemployment Following a Break in Service. This Section
shall apply in the event an Appendix B Member has a Break in Service and thereafter again
becomes an Employee and an Appendix B Member and does not incur a Substantial Break. On or
after the date he again becomes an Employee, any such Member who is receiving Retirement
Benefit payments may
elect to discontinue receiving such payments (but only to the extent permitted under
section 203 of ERISA, the regulations thereunder, and the Code. Whether or not such Member
elects to discontinue receiving Retirement Benefit payments, his Accrued Benefit after his
reemployment shall be reduced by the Actuarial Equivalent of the total Retirement Benefit
payments received by the Member prior to the date as of which his Accrued Benefit is
determined; provided, however, that such Accrued Benefit shall not, when computed in the
same form as the Member was receiving when reemployed, be less than the Retirement Benefit
payments the member was receiving when reemployed.
  68




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OPTIONAL FORMS OF RETIREMENT BENEFIT
 B8.1
    
    Options and Elections. Subject to the conditions enumerated in Section 4.3, a Member
may elect to receive one of the following optional forms of Retirement Benefit in lieu of the
form of Retirement Benefit otherwise payable under Article B7 or B11:
 (a)
    
    A contingent annuitant form of Retirement Benefit under which the
Member shall receive a reduced monthly amount of Retirement Benefit payable during his
lifetime; and, if the Member dies after his Annuity Starting Date and the person
designated by him as Contingent Annuitant survives him, such Contingent Annuitant shall
receive for life, commencing on the first day of the month next following the month in
which the death of the Member occurs, either the same reduced monthly amount or such
fraction thereof as is approved by the Plan Administrator and is specified by the
Member in his election. Upon the death of both the Member and his Contingent Annuitant
after the effective date of the option, there shall be paid to the Members Beneficiary
an amount equal to the excess, if any, of the Accumulated Member Contributions of the
Member over the sum of the Retirement Benefit payments made to the Member and his
Contingent Annuitant which are attributable to the contributory Retirement Benefit
specified in Section B7.1(b).
 (b)
    
    A spousal joint and survivor form of Retirement Benefit under which the
Member shall receive a reduced amount of Retirement Benefit payable during his
lifetime, and, commencing on the first day of the month next following his death, 50%
of such reduced Retirement Benefit shall be payable for life to the person who was his
spouse on the date that the Retirement Benefit payments commenced; provided, that if
such spouse dies after the Annuity Starting Date and while the Member is still living,
the Retirement Benefit thereafter payable to the Member, commencing on the first day or
the month next following his spouses death, shall be increased to equal the Retirement
Income that would have been payable to the Member had he effectively elected option (f)
below.
  69




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(c)
    
    A ten year certain and lifetime form of Retirement Benefit under which the
Member shall receive a reduced monthly amount of Retirement Benefit payable during his
lifetime; and, if the Member dies after the effective date of the option and the person
designated by him as Beneficiary survives him, such Beneficiary shall receive for life,
commencing on the first day of the month next following the month in which the death of the
Member occurs, the same reduced amount of Retirement Benefit until the Member and his
Beneficiary together have received 120 payments; provided, however, if the Member has
designated as his Beneficiary his estate, a corporation, association, partnership or
trustee, the commuted value of the payments due such Beneficiary may be paid in one
sum to such Beneficiary if the Plan Administrator shall so direct. The form of benefit
described in this subsection shall not be available unless the life expectancies of
the Member and his designated Beneficiary, as of the date benefits commence, equal or
exceed ten years.
 (d)
    
    A fifteen-year certain and lifetime form of Retirement Benefit under which the Member
shall receive a reduced monthly amount of Retirement Benefit payable during his lifetime; and,
if the Member dies after the effective date of the option and the person designated by him as
Beneficiary survives him, such Beneficiary shall receive for life, commencing on the first day
of the month next following the month in which the death of the Member occurs, the same
reduced amount of Retirement Benefit until the Member and his Beneficiary together have
received 180 payments; provided, however, if the Member has designated as his Beneficiary his
estate, a corporation, association, partnership or trustee, the commuted value of the payments
due such Beneficiary may be paid in one sum to such Beneficiary if the Plan
Administrator shall so direct. The form of benefit described in this subsection shall
not be available unless the life expectancies of the Member and his designated
Beneficiary, as of the date benefits commence, equal or exceed fifteen years.
 (e)
    
    A lump sum form under which the Member shall receive a single payment equal to the
Lump-sum Equivalent of 100%, 75%, 50% or 25%, as elected by the Member, of the formula
Retirement Benefit otherwise payable to the Member, determined as of the Members Annuity
Starting Date. If a Member elects to receive less than 100% of his formula Retirement Benefit
in a lump sum form, the balance of his formula Retirement Benefit shall be paid in such other
optional form elected by the Member under this Section. For purposes of this subsection the
following rules shall apply:
 (i)
    
    A Member who wishes to select the option described in this subsection
must so notify the Company in writing, in such form as the Plan Administrator shall
prescribe, at least three (3) months (but not more than six (6) months) prior to the
Members Annuity Starting Date. The Notification required by this paragraph shall be
in addition to, and not in lieu of, the requirement that the Member formally waive
the normal form of benefit described in Section B7.2 or Section B7.3 (whichever is
applicable), in accordance with the provisions of Section 4.3, during the 30- to
90-day period immediately preceding the Annuity Starting Date. Nothing in this
paragraph shall be deemed to limit the right of a Member who has given notice of
his intent to receive the lump sum form of benefit, to revoke such notice at any
time prior to his Annuity Starting Date and elect to receive his benefit in the
normal form described in Section B7.2 or Section B7.3, whichever is applicable, or
in another alternative form of payment available under the Plan, subject to the
rules and conditions applicable to elections of such alternative form, including
the prior-notice provisions of this paragraph in the case of any Member who again
determines to receive payment of all or a portion of his Retirement Benefit in
lump-sum form.
  70




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##### 



(ii)
    
    In the case of a Member (A) whose Annuity Starting Date (determined under the
provisions of Articles B6, B7, or B11) would, but for the operation of this
subsection, fall on or after the date which precedes by six months the Members Normal
Retirement Date, but (B) who elects the lump-sum option described in this subsection,
the Annuity Starting Date of such Member shall be the later of the date determined
under Articles B6, B7, or B11 (without regard to this subsection) or the first day of
the first month which follows by at least six months the date on which the Member
gives written notice to the Company, in accordance with paragraph (i) above, of his
desire to take all or a portion of his Retirement Benefit in lump-sum form. If a
Members Annuity Starting Date would, by reason of the application of this subsection,
fall more than one month after the date of his actual retirement or age 65, whichever
is later (the predeferral date), the Members Retirement Benefit shall be the
Actuarial Equivalent of the Members Retirement Benefit determined as of his
predeferral date. The actuarial adjustment required by this paragraph shall be made
before the Lump-sum Equivalent of the Members Retirement Benefit is determined.
 (f)
    
    A life annuity form of Retirement Benefit under which the Member shall receive the
monthly amount of formula Retirement Benefit payable during his lifetime with all payments
ceasing at his death.
 (g)
    
    A social security equalizer form of Retirement Benefit under which the Member shall
receive a larger monthly amount of Retirement Benefit before the Member attains age 62, and a
reduced monthly amount of Retirement Benefit on and after the Member attains age 62, such that
the monthly amount of Retirement Benefit payable before the Member attains age 62 is equal to
the sum of the monthly amount of Retirement Benefit
payable on and after the Member attains age 62 plus the monthly Social Security
Benefits to which the Member would be entitled upon his attainment of age 62 if
Social Security Benefits commenced to the Member at that time, all as determined by
the Plan Administrator; provided that this option shall be available only if the
Member has not attained age 62 as of the effective date of the option and the
Member satisfies such other conditions or requirements consistent with applicable
law as the Plan Administrator may in its discretion prescribe.
 B8.2
    
    Amount of Retirement Benefit. The amount of Retirement Benefit payable under the
optional forms described in Section B8.1 shall be the Actuarial Equivalent (or, in the case
of Section B8.1(e), the Lump-sum Equivalent) of the amount of Retirement Benefit otherwise
payable under the normal form.
  71




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##### 



DEATH PRIOR TO ANNUITY STARTING DATE
 B9.1
    
    Preretirement Surviving Spouse Benefit. In the case of an Appendix B Member who is
Fully Vested and who dies prior to his Annuity Starting Date, there shall be paid to his
Surviving Spouse, if any, a monthly Retirement Benefit, commencing on the date hereinafter
specified (if the Surviving Spouse is then alive) and ceasing after the first day of the
month in which the Surviving Spouse dies, computed as follows:
 (a)
    
    If the Member dies while an Employee and after attaining his 55th birthday or
completing 10 Years of Benefit Service and before his Normal Retirement Date,
the monthly Retirement Benefit payable to his Surviving Spouse shall equal 50% of the
monthly formula Retirement Benefit specified in Section B7.1.
 (b)
    
    In every case to which this Section applies but which is not described under
(a) above, the monthly Retirement Benefit payable to the deceased Members Surviving
Spouse shall be the Actuarial Equivalent of an amount equal to the monthly amount
such Surviving Spouse would have been entitled to receive had the Member:
 (i)
    
    terminated employment on the date of his death (or, if
earlier, on the actual date of his termination of employment).
 (ii)
    
    effectively elected to have his reduced Retirement Benefit
commence on the date of his death to be paid (in the normal form described in
Section B7.3) under the provisions of either:
 (A)
    
    Section B7.6 (if the Member had satisfied
the requirements for early retirement under Section 6.2), or
 (B)
    
    Section B11.2 (in every other case), and
  72




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##### 



(iii)
    
    died immediately following such benefit commencement.
     B9.2
    
    Return of Accumulated Member Contributions. If a Member dies prior to his Annuity
Starting Date and does not have a Surviving Spouse or his Surviving Spouse is not entitled to
a Retirement Benefit under the provisions of Section
B9.1, the Members Accumulated Member Contributions shall be paid to the Members
Beneficiary.
  73




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##### 



B9.3
    
    Termination of Membership. Except as otherwise provided in this Article B9, death of
a Member prior to his Annuity Starting Date shall terminate his membership in the Plan and
his interest in the Fund shall be forfeited.
 DEATH ON OR AFTER ANNUITY STARTING DATE
 B10.1
    
    No Optional Form of Retirement Benefit in Effect. If an Appendix B Member dies on
or after his Annuity Starting Date and if no optional form of Retirement Benefit under
Article B8 is in effect, there shall be paid to the Members Beneficiary, after the death of
his spouse in the case of a married Member who had not effectively revoked the normal joint
and survivor form of Retirement Benefit, an amount equal to the excess, if any, of his
Accumulated Member Contributions over the sum of the contributory Retirement Benefit payments
specified in Section B7.1(b) (or reduced as provided in Section B7.3, B7.6, or B11.2)
received by him and his spouse.
 B10.2
    
    Optional or Normal Form of Retirement Benefit For Married Member in Effect. If an
Appendix B Member dies on or after his Annuity Starting Date and if an optional form of
Retirement Benefit under Article B8 is in effect or, in the case of a married Member, if the
normal joint and survivor form of Retirement Benefit is in effect, there shall be paid to his
Beneficiary, Contingent Annuitant or Surviving Spouse, as the case may be, the benefits, if
any, payable upon his death in accordance with the appropriate provisions of Article B8 or
Section B7.3.
 B10.3
    
    Termination of Membership. Except as otherwise provided in this Article B10, death of an
Appendix B Member on or after his Annuity Starting Date shall terminate his membership in the
Plan, and his interest in the Fund shall be forfeited.
  74




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##### 



VESTING
 B11.1
    
    Deferred Vested Retirement Benefit. An Appendix B Member who ceases to be an
Employee other than by death prior to retirement, who is not eligible for early
or disability retirement under the provisions of Section B6.2 or B6.3 and who is Fully
Vested as provided in Section 3.9 shall continue as a Member in the Plan and shall be
entitled to a deferred vested Retirement Benefit commencing on his Normal Retirement Date
and payable thereafter during his lifetime, equal to the Members Accrued Benefit described
in Section B7.1, payable under the normal form applicable to the Member in accordance with
Section B7.2 or B7.3, and determined as of the date he ceases to be an Eligible Employee.
 B11.2
    
    Reduced Earlier Vested Retirement Benefit. In lieu of the deferred vested
Retirement Benefit specified in Section B11.1, an Appendix B Member may elect to receive a
reduced monthly amount of Retirement Benefit, commencing on the first day of any month on or
after the date he ceases to be an Employee and on or after the date his election is filed
with the Plan Administrator, but before his Normal Retirement Date. A Retirement Benefit
payable hereunder prior to a Members Normal Retirement Date shall be equal to the Retirement
Benefit otherwise determined and payable under Section B11.1, multiplied by the appropriate
factor, determined as of the commencement date of his Retirement Benefit from the table set
forth in Section B7.6, or if the Member elects to receive his Retirement Benefit earlier
than 20 years prior to his Normal Retirement Date, from the following table, interpolated for
full months prior to Normal Retirement Date:
 Full Years
    
    EarlyPrior to Normal
    
    RetirementRetirement Date
    
    Factor21
    
    
    .25922
    
    
    .24623
    
    
    .23324
    
    
    .22225
    
    
    .21126
    
    
    .20127
    
    
    .19128
    
    
    .18229
    
    
    .17430
    
    
    .16531
    
    
    .15832
    
    
    .15133
    
    
    .14434
    
    
    .13835
    
    
    .13136
    
    
    .12537
    
    
    .12038
    
    
    .11539
    
    
    .11140
    
    
    .106
  75




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##### 



B11.3
    
    No Reduction of Vesting. If the vesting requirements for a deferred vested
Retirement Benefit under the Plan, as now in effect or as hereafter amended, (the new
vesting provisions) would at any time result in a deferred vested Retirement Benefit in an amount less than a Member would have received under
this Plan, prior to any amendment to the Plan that directly or indirectly affects the
computation of the nonforfeitable percentage of the Members rights to his Accrued Benefit,
(the old vesting provisions) the Member shall be deemed to have elected the vesting
provisions which would result in the greatest benefit under ERISA, and his deferred vested
Retirement Benefit, in the event the Member ceases to be an Employee, shall be determined
under the new vesting provisions or old new vesting provisions, whichever is most favorable
to the Member.
 B11.4
    
    Withdrawal of Accumulated Member Contributions by Vested Member. A Member who is
entitled to a Retirement Benefit under the provisions of Section B11.1 or B11.2 may, at any
time prior to the date his Retirement Benefit payments commence and upon written request
filed with the Plan Administrator, elect to withdraw his Accumulated Member Contributions
from the Fund, in which event the Retirement Benefit specified in Section B7.1(b), shall be
reduced (but not below zero) by the Retirement Benefit derived from the Members
contributions, determined in accordance with the provisions of Section B5.2.


If a Member ceases to be an Employee, withdraws his Accumulated Member Contributions, and is
reemployed by the Company as an Eligible Employee prior to May 15, 2000, such Member may
repay to the Fund within 2 years of his reemployment the full amount of such withdrawal plus
interest at the effective rate described in Section B2.1, compounded annually, from the date
of the withdrawal to the date of repayment. Upon such repayment, the Member shall be
entitled to the reinstatement of the amount of contributory Retirement Benefit derived from
his contributions which he forfeited under the provisions of this Section B11.4.
  76