EX-10.1






EXHIBIT 10.1




USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN




(As Amended and Restated Effective as of January 1, 2007)




 









 





CERTIFICATE OF ADOPTION




     USG Corporation, acting through its duly authorized representative, hereby adopts the
amendment and restatement of the USG Corporation Supplemental Retirement Plan, effective as of
January 1, 2007, as set forth herein, this 10th day of December, 2008.



	 	 	 	 	 
	 	USG CORPORATION

 	 
	 	By:  	/s/ Brian J. Cook
 	 
	 	 	Senior Vice President 	 
	 	 	Human Resources 	 



 









 






	 	 	 	 	 



TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	PAGE
	SECTION 1
	 	 	1	 
	Introduction
	 	 	1	 
	1.1 The Plan, the Company
	 	 	1	 
	1.2 Employers
	 	 	1	 
	1.3 Purpose
	 	 	1	 
	1.4 Plan Administration
	 	 	2	 
	1.5 Preservation of Benefits
	 	 	2	 
	 
	 	 	 	 
	SECTION 2
	 	 	3	 
	Eligibility for Participation
	 	 	3	 
	2.1 Covered Employee
	 	 	3	 
	2.2 Eligibility
	 	 	3	 
	2.3 Period of Participation
	 	 	3	 
	 
	 	 	 	 
	SECTION 3
	 	 	4	 
	Part A Supplemental Benefits
	 	 	4	 
	3.1 Intent
	 	 	4	 
	3.2 Limited Benefits, Unlimited Benefits, Part A
Supplemental Benefits and Part A Supplemental Death Benefits
	 	 	4	 
	3.3 Participant Contribution Requirement
	 	 	4	 
	3.4 Compensation Deferral Elections
	 	 	5	 
	3.5 Amount of Part A Supplemental Benefits
	 	 	6	 
	3.6 Payment of Part A Supplemental Benefits
	 	 	6	 
	3.7 Amount and Payment of Part A Supplemental Death Benefits
	 	 	7	 
	3.8 Offset/Reduction for Benefits Provided by Funding Accounts
	 	 	8	 
	 
	 	 	 	 
	SECTION 4
	 	 	9	 
	Spouses, Beneficiaries, Funding
	 	 	9	 
	4.1 Eligible Spouse
	 	 	9	 
	4.2 Supplemental Plan Beneficiary
	 	 	9	 
	4.3 Funding
	 	 	9	 
	 
	 	 	 	 
	SECTION 5
	 	 	10	 
	General Provisions
	 	 	10	 
	5.1 Statement of Accounts
	 	 	10	 
	5.2 Employment Rights
	 	 	10	 
	5.3 Interests Not Transferable
	 	 	10	 
	5.4 Controlling Law
	 	 	10	 
	5.5 Gender and Number
	 	 	10	 
	5.6 Action by the Company
	 	 	10	 
	5.7 Successor to the Company or Any Other Employer
	 	 	10	 
	5.8 Facility of Payment
	 	 	11	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 
	 	PAGE
	SECTION 6
	 	 	12	 
	Amendment and Termination
	 	 	12	 





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USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN




SECTION 1




Introduction




1.1 The Plan, the Company




     Effective January 1, 1976 UNITED STATES GYPSUM COMPANY established UNITED STATES GYPSUM
COMPANY SUPPLEMENTAL RETIREMENT PLAN (the “Plan”). On January 1, 1985 UNITED STATES GYPSUM COMPANY
became a wholly-owned subsidiary of USG CORPORATION and effective as of that date USG CORPORATION
was substituted for UNITED STATES GYPSUM COMPANY as the “Company” under the Plan and the name of
the Plan was changed to USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN. Previously, the Plan
included certain additional benefits (called Part B Supplemental Benefits) that supplemented
contributions made under the USG Corporation Investment Plan and other defined contribution plans
maintained by the Company or members of its controlled group. Effective November 8, 2000 the Plan
was amended to provide for the cessation of participant deferrals under Part B of the Plan and the
distribution of all Part B Supplemental Benefits. The Plan is being restated effective January 1,
2007 to eliminate reference to Part B Supplemental Benefit and to update the provisions relating to
the Part A Supplemental Benefits. The term “Company” as used in the Plan means UNITED STATES
GYPSUM COMPANY up to January 1, 1985 and USG CORPORATION (and any successor thereto) on and after
that date. Except as otherwise specifically provided, the provisions of this subsection and the
following provisions of the Plan constitute an amendment and restatement of the Plan, as previously
amended, effective as of January 1, 2007 (the “New Effective Date”), subject to any subsequent
amendments.



1.2 Employers




     Each subsidiary of the Company that is an employer under USG Corporation Retirement Plan (the
“Retirement Plan”) shall be an “Employer” under this Plan unless specified to the contrary by the
Company by writing filed with the Committee described in subsection 1.4.



1.3 Purpose




     The Company and certain of its subsidiaries maintain and are employers under the Retirement
Plan, which is intended to meet the requirements of a “qualified plan” under Section 401(a) of the
Internal Revenue Code. The purpose of this Plan, a nonqualified plan, is to provide for eligible
employees benefits that could have been earned and paid under the Retirement Plan and under any
other qualified defined benefit maintained by the controlled group of corporations of which the
Company is a member (“other USG Defined Benefit Plans”) but for the following limitations:




	 	(a)	 	Section 401(a)(4) of the Internal Revenue Code requires that contributions or
benefits provided under a qualified plan must not discriminate in favor of highly
compensated employees and therefore amounts deferred by employees, if any, under the
Company’s management incentive compensation programs, Part B of




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	 	 	 	this Plan as in effect prior to November 8, 2000, and the USG Corporation Deferred
Compensation Plan until their retirement or other termination of employment may not
be considered as a part of their employment compensation in determining the amount
of their contributions, benefits provided with respect to their contributions, and
employer provided benefits under the Retirement Plan and other USG Defined Benefit
Plans.






	 	(b)	 	Sections 401(a)(17) and 404(l) of the Internal Revenue Code limit the amount of
employees’ annual compensation that may be taken into account in determining the
benefits that may be paid to them from the Retirement Plan and other USG Defined
Benefit Plans and the deductible Employer contributions that may be made to those plans
to provide such benefits.
	 
	 	(c)	 	Section 415 of the Internal Revenue Code places limitations on the amount of
benefits that may be paid from and contributions that may be made to the Retirement
Plan and other USG Defined Benefit Plans.





     In no event shall any benefits be payable under this Plan that would duplicate benefits that
become payable under any other qualified or nonqualified plan maintained by the Company, any other
Employer or any other member of the controlled group of corporations of which the Company is a
member.



1.4 Plan Administration




     The Plan is administered by the committee (the “Committee”) that is responsible for
administration of the Retirement Plan. To the extent appropriate, the Committee has the same
powers, rights, duties and obligations it has as to the Retirement Plan, including the right to
require the completion of such forms or applications with respect to benefit payments as it deems
appropriate.



1.5 Preservation of Benefits




     Benefits shall be provided under the Plan on and after the New Effective Date to, or with
respect to, former employees of the Company who became entitled to such benefits before that date
in accordance with the terms of the Plan as in effect at the time of their retirement or other
termination of employment. If an employee of an Employer was participating in the Plan immediately
prior to the New Effective Date and continues to participate in the Plan on and after that date,
benefits payable under Section 3 of this Plan to, or with respect to, such employee shall not be
less than what they would have been if the Plan as in effect immediately prior to the New Effective
Date continued in effect on and after that date without change, but only taking into account for
this purpose benefits accrued by the employee under the Retirement Plan and all other USG Defined
Benefit Plans prior to the New Effective Date.



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SECTION 2




Eligibility for Participation




2.1 Covered Employee




     A “Covered Employee” for any calendar year means an employee of an Employer under the plan who
the Committee, in accordance with such rules as it may establish, anticipates will have
“compensation” (as defined below) for such year in excess of $100,000 (or such greater amount as
may be determined by the Secretary of the United States Treasury under Section 414(q)(1)(B)(i) of
the Internal Revenue Code), unless the Committee specifies that such employee shall not be
considered as a Covered Employee for any purpose of the plan by writing filed with the Secretary of
the Company prior to, or within 30 days after, the date the employee otherwise would become
eligible for participation in the plan. For purposes of this subsection 2.1, compensation shall
mean base salary.



2.2 Eligibility




     Subject to the conditions and limitations of the Plan, each employee of an Employer who was a
“Participant” in the Plan on December 31, 2006 shall continue as a Participant in the Plan after
that date. Subject to the conditions and limitations of the Plan, each other employee of an
Employer shall become eligible to enroll in this Plan and become a “Participant” on the first date
occurring on or after the New Effective Date on which:




	 	(a)	 	he is a Covered Employee; and
	 
	 	(b)	 	the benefits he accrues, or the contributions he is required to make or could
elect to make, or his share of employer derived contributions under one or more of the
Retirement Plan and other USG Defined Benefit Plans, are less than what they would have
been (or, as to elected contributions, could have been) as a result of the limitations
described in subsection 1.3.




Each employee will be notified of the date he is eligible to enroll in the Plan and become a
Participant and will be notified of the enrollment procedures established by the Committee.




2.3 Period of Participation




     An employee of an Employer who becomes a Participant in this Plan will continue as a
Participant in the Plan in accordance with its provisions until all benefits to which he is
entitled under the Plan have been distributed to him. However, a Participant will not be entitled
to make contributions or accrue additional benefit entitlements under this Plan for any period
during which he is not a Covered Employee.



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SECTION 3




Part A Supplemental Benefits




3.1 Intent




     The Employers intend that benefits be provided pursuant to the provisions of this Section 3
that are actuarially equivalent to the benefits that would have been provided under the Retirement
Plan and other USG Defined Benefit Plans if the limitations described in subsection 1.3 did not
exist, if before-tax contributions the Participant makes pursuant to subsection 3.3 had been made
under the Retirement Plan and any other applicable USG Defined Benefit Plan on an after-tax basis,
and if amounts deferred under the Company’s 1989 and subsequent management incentive compensation
programs or deferred under Part B of this Plan prior to November 8, 2000 or deferred under the USG
Corporation Deferred Compensation Plan had not been deferred but instead paid at the proper time
and included in employment compensation for purposes of the Plans, provided that the contribution
requirement described in subsection 3.3 is met.




			
	3.2	 	Limited Benefits, Unlimited Benefits, Part A Supplemental Benefits and Part A Supplemental
Death Benefits





     For purposes of this Section 3, the term “Limited Benefits” means the benefits that become
payable to or with respect to a Participant under the Retirement Plan and all other USG Defined
Benefit Plans. The term “Unlimited Benefits” means the benefits that would have become payable to
or with respect to a Participant under such Plans if the limitations described in subsection 1.3
did not exist; if before-tax contributions the Participant makes pursuant to subsection 3.3 had
been made under the Retirement Plan and any other applicable USG Defined Benefit Plan on an
after-tax basis; and if amounts deferred by the Participant under the Company’s 1989 and subsequent
management incentive compensation programs, deferred under Part B of this Plan as in effect prior
to November 8, 2000, or deferred under the USG Corporation Deferred Compensation Plan had not been
deferred but instead paid to the Participant at the proper time during employment and then included
in the Participant’s employment compensation for purposes of those Plans. Benefits that become
payable under this Section 3 to a Participant are referred to as “Part A Supplemental Benefits”.
Benefits that become payable under this Section 3 to any person as a result of the death of a
Participant are referred to as “Part A Supplemental Death Benefits”.



3.3 Participant Contribution Requirement




     A Participant’s entitlement to Part A Supplemental Benefits and Part A Supplemental Death
Benefits described in subsections 3.5 and 3.7 is subject to the Participant making before-tax
contributions under this Plan. Such contributions must equal the after-tax contributions the
Participant would have been required to make under the Retirement Plan and all other USG Defined
Benefit Plans:




	 	(a)	 	if amounts contributed on a before-tax basis under this Plan, deferred by the
Participant under the Company’s management incentive compensation programs, or deferred
under the USG Corporation Deferred Compensation Plan had not been so contributed or
deferred but paid to the Participant at the proper time during




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	 	 	 	employment and then included in the Participant’s employment compensation for
purposes of those plans;






	 	(b)	 	if the annual compensation limitation imposed by Section 401(a)(17) of the
Internal Revenue Code (as described in subparagraph 1.3(b)) did not apply to the
Participant; and
	 
	 	(c)	 	if the limitations imposed under Section 415 of the Internal Revenue Code (as
described in subparagraph 1.3(c)) did not apply to the Participant.
	 
	 	(d)	 	A Covered Employee who first becomes eligible to make before-tax contributions
under subsection 3.4 will be deemed to have elected to make before-tax contributions,
unless he elects otherwise in accordance with rules established by the Committee.




Notwithstanding the foregoing, a Participant may be eligible for and make after-tax contributions
under the Retirement Plan or another USG Defined Benefit Plan even though the limitations described
above in this subsection may prevent or limit his accrual of benefits under such plans. In such
case, the Participant will accrue benefits under this Plan based on such after-tax contributions as
if they had been made under this Plan on a before-tax basis. The Committee shall maintain a
bookkeeping account in the name of each Participant who makes before-tax contributions under this
subsection to reflect such contributions and, where required, interest on such contributions. The
term “interest” as used in this Plan with respect to Participants’ before-tax contributions made
under this subsection shall mean “interest” as defined in the Retirement Plan with respect to
participant contributions under that plan but shall not include a higher rate of interest required
to be applied under the Retirement Plan for certain purposes pursuant to Section 411(c)(2) of the
Internal Revenue Code.




3.4 Compensation Deferral Elections




     A Participant’s before-tax contributions under this Section 3 shall be made pursuant to a
compensation deferral election filed with his Employer prior to the calendar year such
contributions are to begin or, in the case of a Participant who first becomes eligible to make such
contributions during but after the beginning of a calendar year, filed with his Employer not more
than 30 days after so becoming eligible, subject to the following:




	 	(a)	 	The Participant’s election shall apply to employment compensation otherwise
payable after the later to occur of the date the Participant becomes eligible to make
before-tax contributions and the date the election is filed with his Employer.
	 
	 	(b)	 	Such election shall be automatically revoked as of the end of the calendar year
in which the Participant ceases to be a Covered Employee (but remains an Employee of an
Employer or affiliate) and such revocation shall be effective as to employment
compensation the Participant is entitled to receive after such date.
	 
	 	(c)	 	Such election may be voluntarily revoked by the Participant before the
beginning of any subsequent calendar year. A voluntary revocation shall be effective
as to employment compensation the Participant is entitled to receive during calendar




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	 	 	 	years after the revocation election is made unless prior to the commencement of any
subsequent calendar year the Participant makes another compensation deferral
election. Such later election shall apply as to employment compensation otherwise
payable during calendar years beginning after the election is made.






	 	(d)	 	A Participant who separates from service and then is rehired as a Covered
Employee and becomes eligible to participate in the Plan, shall not become eligible
until the first day of the year following the year in which he is rehired; provided he
may elect within 30 days of rehire to participate if either (i) upon prior separation
from service he received the entire benefit to which he was entitled under this plan
and all other plans which are required to be aggregated with this plan under Internal
Revenue Code Section 409A; or (ii) the period during which he was not employed by an
Employer in at least 24 months.




Any period during which a Participant does not make contributions under the Plan (and, where
applicable, does not elect to make after-tax contributions under the Retirement Plan or another USG
Defined Benefit Plan upon which benefits would accrue under this Plan) shall be disregarded for
purposes of any subsequent calculation of compensation (as described in subsection 3.3 above for
purposes of determining contributions under this Plan) used in determining the Participant’s
Unlimited Benefits for a subsequent Plan year.




3.5 Amount of Part A Supplemental Benefits




     Subject to the contribution requirement described in subsection 3.3, Part A Supplemental
Benefits shall become payable under the Plan to a Participant upon the Participant’s retirement or
earlier termination of employment with the Company and its subsidiaries. A Participant’s Part A
Supplemental Benefits shall be in an amount that is actuarially equivalent to the amount by which
the Participant’s Unlimited Benefits exceed the Participant’s Limited Benefits. For purposes of
this Section 3, actuarially equivalent benefits shall be calculated on the basis of the actuarial
factors, assumptions and tables applied for that purpose under the Retirement Plan, to the extent
deemed appropriate by the Committee.



3.6 Payment of Part A Supplemental Benefits




     Subject to the provisions of this subsection 3.6, Part A Supplemental Benefits shall be paid
in a lump sum 30 days after the Participant separates from service with the Company and all
subsidiaries. Notwithstanding the foregoing provisions of this subsection:




	 	(a)	 	If a Participant’s death occurs while employed by the Company or any subsidiary
of the Company or if a Participant’s death occurs after he had become entitled to Part
A Supplemental Benefits but before payment of such benefits has commenced or has been
completed, Part A Supplemental Death Benefits shall be payable with respect to the
Participant only if and to the extent provided in subsection 3.7.
	 
	 	(b)	 	Spousal consent rules that apply under the Retirement Plan or any other USG
Defined Benefit Plan with respect to forms of payment of benefits shall not apply under
this Plan.




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	 	(c)	 	Notwithstanding the above, distributions to be made to a Key Employee upon
retirement or other separation from service shall not be made before the date that is
six (6) months after the Key Employee’s retirement or other separation from service.
“Key Employee” means an employee who meets the Key employee requirements of Code
Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations
thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month
period ending each December 31st. If an employee meets the Key Employee requirements
as of any December 31st, the person is treated as a Key Employee for the 12-month
period beginning on the March 1st following that December 31st.
	 
	 	(d)	 	The provisions of this subsection 3.6 are effective January 1, 2005.





3.7 Amount and Payment of Part A Supplemental Death Benefits




     Part A Supplemental Death Benefits shall be payable under the Plan as follows:




	 	(a)	 	If a Participant’s death occurs while employed by the Company or a subsidiary
of the Company and if he had an Eligible Spouse (as defined in subsection 4.1)
immediately prior to his death, the Participant’s Eligible Spouse shall be entitled to
a lump sum Part A Supplemental Death Benefit under this Plan which is actuarially
equivalent (based on the age of the Eligible Spouse) to any additional monthly
pre-retirement survivor annuity benefits that would have been payable to the
Participant’s Eligible Spouse under the Retirement Plan and all other USG Defined
Benefit Plans if the Participant’s Limited Benefits equaled his Unlimited Benefits.
The Part A Supplemental Death Benefit under this subparagraph 3.7(a) shall be paid to
the Participant’s Eligible Spouse in a lump sum 30 days after the Participant’s death.
If the Participant did not have an Eligible Spouse at the time of his death, no Part A
Supplemental Death Benefits shall be payable under the Plan with respect to that
Participant other than payment to the Participant’s Supplemental Plan Beneficiary (as
defined in subsection 4.2) of an amount equal to the Participant’s before-tax
contributions under the Plan with interest as soon as practicable after the
Participant’s death.
	 
	 	(b)	 	If a Participant’s death occurs after he had both retired (or otherwise
separated from service) and become entitled to Part A Supplemental Benefits but before
payment of such benefits had been made or had commenced, and if he had an Eligible
Spouse at the time of his death, the Participant’s Eligible Spouse shall be entitled to
a lump sum Part A Supplemental Death Benefit which is actuarially equivalent (based on
the age of the Eligible Spouse) to any additional monthly pre-retirement survivor
annuity benefits that could have been payable to the Participant’s Eligible Spouse
under the Retirement Plan and all other USG Defined Benefit Plans if the Participant’s
Limited Benefits equaled his Unlimited Benefits. The Part A Supplemental Death Benefit
under this subparagraph 3.7(b) shall be paid to the Participant’s Eligible Spouse in a
lump sum 30 days after the Participant’s Death. If the Participant did not have an
Eligible Spouse at the time of his death, no Part A Supplemental Death Benefits shall
be payable under the




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	 	 	 	Plan with respect to that Participant other than payment to the Participant’s
Supplemental Plan Beneficiary of an amount equal to the Participant’s before-tax
contributions under this Plan with interest as soon as practicable after the
Participant’s death.





3.8 Offset/Reduction for Benefits Provided by Funding Accounts




     Although the plan is an unfunded, non-qualified compensation arrangement, funds may have been
paid to the Participant or contributed to an individual trust intended to constitute a grantor
trust of a Participant under Section 671-678 of the Internal Revenue Code of 1986, as amended (the
‘Code’) or other funding account established and maintained by a Participant pursuant to a funding
agreement between the Participant and USG (a ‘Funding Agreement’). If amounts were paid to a
Participant or to a grantor trust on behalf of a Participant pursuant to a Funding Agreement with
USG, upon the Participant’s death or termination of employment for any reason, the Participant’s
Part A Supplemental Benefits and Part A Supplemental Death Benefits will be offset/reduced to the
extent provided in the Funding Agreement to reflect the value of payments made to the Participant
and his or her grantor trust.



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SECTION 4




Spouses, Beneficiaries, Funding




4.1 Eligible Spouse




     The spouse of a Participant will be considered as an “Eligible Spouse” as of any date only if
at least six months prior thereto the Participant and his spouse were lawfully married under the
laws of the state where the marriage was contracted and the marriage remains legally effective.



4.2 Supplemental Plan Beneficiary




     A “Supplemental Plan Beneficiary” means a person who has been designated by a Participant as
such by writing signed by the Participant and filed with the Committee prior to the Participant’s
death. If a Participant failed to designate a Supplemental Plan Beneficiary or if the person he
designated predeceases the Participant, the Participant’s Beneficiary under the Retirement Plan
shall be his Supplemental Plan Beneficiary.



4.3 Funding




     Benefits payable under this Plan to a Participant or a Supplemental Plan Beneficiary shall be
paid directly by the Employers from their general assets in such proportion as the Company shall
determine to the extent such benefits are not paid from a Special Retirement Account (established
pursuant to Supplement A of this Plan) or pursuant to a Funding Agreement (as defined in subsection
3.8) or from a so-called ‘rabbi trust,’ an irrevocable grantor trust the assets of which are
subject to the claims of creditors of the Employers in the event of their insolvency. The
Employers shall not be required to segregate on their books or otherwise any amount to be used for
the payment of benefits under this Plan, except as to any amounts paid or payable to a Funding
Agreement or to a “rabbi trust”.



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SECTION 5




General Provisions




5.1 Statement of Accounts




     The Committee shall furnish each Participant with a statement of his Supplemental Plan
benefits at such time as it may in its discretion determine.



5.2 Employment Rights




     Establishment of the Plan shall not be construed to give any Participant the right to be
retained in the employ of the Company or any other Employer or to any benefits not specifically
provided by this Plan.



5.3 Interests Not Transferable




     Except as to withholding of any tax under the laws of the United States or any state or
municipality, the interests of Participants and their Supplemental Plan Beneficiaries under the
Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily
transferred, assigned, alienated or encumbered.



5.4 Controlling Law




     The laws of Illinois shall be controlling in all matters relating to the Plan.



5.5 Gender and Number




     Where the context admits, words in the masculine gender shall include the feminine and neuter
genders, the plural shall include the singular and the singular shall include the plural.



5.6 Action by the Company




     Any action required of or permitted by the Company under the Plan shall be by resolution of
its Board of Directors or by a duly authorized committee of its Board of Directors, or by a person
or persons authorized by resolution of its Board of Directors or such committee.



5.7 Successor to the Company or Any Other Employer




     The term “Company” as used in the Plan shall include any successor to the Company by reason of
merger, consolidation, the purchase or transfer of all or substantially all of the Company’s
assets, or otherwise. The term “Employer” as used in the Plan with respect to the Company or any
subsidiary shall include any successor to that corporation by reason of merger, consolidation, the
purchase or transfer of all or substantially all of the assets of that corporation, or otherwise.



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5.8 Facility of Payment




     Any amounts payable hereunder to any person under a legal disability or who, in the judgment
of the Committee, is unable to properly manage his affairs may be paid to the legal representative
of such person or may be applied for the benefit of such person in any manner which the Committee
may select. Any payment made in accordance with the next preceding sentence shall be a full and
complete discharge of any liability for such payment under the Plan.



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SECTION 6




Amendment and Termination




     While the Employers expect to continue the Plan, the Company must necessarily reserve and
reserves the right to amend the Plan from time to time or to terminate the Plan at any time.
However, no amendment of the Plan nor the termination of the Plan may cause the reduction or
cessation of any benefits that, but for such amendment or termination, are payable under this Plan
or would become payable under this Plan after the date such amendment is made or the termination of
the Plan occurs.







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