# REMINGTON ARMS
COMPANY, INC. PENSION AND RETIREMENT PLAN

# January 1, 2001
Restatement

---

# TABLE OF CONTENTS
PREAMBLE
ARTICLE I
DEFINITIONS

|  |    |                 
|- | -- | ----------------
|1 | .1 | Plan Definitions
|1 | .2 | Construction    

# ARTICLE II
HOURS OF SERVICE

|  |    |                                                              
|- | -- | -------------------------------------------------------------
|2 | .1 | Crediting of Hours of Service                                
|2 | .2 | Determination of Non-Duty Hours of Service                   
|2 | .3 | Allocation of Hours of Service to Service Computation Periods
|2 | .4 | Department of Labor Rules                                    

# ARTICLE III
SERVICE & CREDITED SERVICE

|  |    |                                                         
|- | -- | --------------------------------------------------------
|3 | .1 | Service and Credited Service Prior to January 1, 2001   
|3 | .2 | Service and Credited Service On or After January 1, 2001
|3 | .3 | Transfers                                               
|3 | .4 | Retirement or Termination and Reemployment              
|3 | .5 | Finality of Determinations                              

# ARTICLE IV
 ELIGIBILITY FOR PARTICIPATION

|  |    |                               
|- | -- | ------------------------------
|4 | .1 | Participation                 
|4 | .2 | Termination of Participation  
|4 | .3 | Participation Upon Reemploymen
|4 | .4 | Finality of Determinations    

# ARTICLE V
 NORMAL RETIREMENT

|  |    |                                                                                    
|- | -- | -----------------------------------------------------------------------------------
|5 | .1 | Eligibility                                                                        
|5 | .2 | Amount                                                                             
|5 | .3 | 401(a)(17) Fresh Start Adjustments                                                 
|5 | .4 | Minimum Benefits                                                                   
|5 | .5 | Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date
|5 | .6 | Payment                                                                            
|5 | .7 | Reduction of Normal Retirement Benefit for Benefits Payable Under Other Plans      

# ARTICLE VI
EARLY RETIREMENT

|  |    |            
|- | -- | -----------
|6 | .1 | Eligibility
|6 | .2 | Amount     
|6 | .3 | Payment    

# ARTICLE VII
VESTED RIGHTS

|  |    |                                                   
|- | -- | --------------------------------------------------
|7 | .1 | Vesting                                           
|7 | .2 | Eligibility for Deferred Vested Retirement Benefit
|7 | .3 | Amount of Deferred Vested Retirement Benefit      
|7 | .4 | Payment                                           
|7 | .5 | Election of Former Vesting Schedule               

# ARTICLE VIII
ANCILLARY DISABILITY BENEFIT

|  |    |                                                                            
|- | -- | ---------------------------------------------------------------------------
|8 | .1 | Eligibility                                                                
|8 | .2 | Amount                                                                     
|8 | .3 | Payment                                                                    
|8 | .4 | Termination of Ancillary Disability Benefit Prior to Normal Retirement Date
|8 | .5 | Service Crediting While Receiving Ancillary Disability Benefit             

# ARTICLE IX
FORMS OF PAYMENT

|  |    |                                                                                
|- | -- | -------------------------------------------------------------------------------
|9 | .1 | Normal Form of Payment                                                         
|9 | .2 | Optional Forms of Payment                                                      
|9 | .3 | Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
|9 | .4 | Notice Regarding Forms of Payment                                              
|9 | .5 | Election Period                                                                
|9 | .6 | Spousal Consent Requirements                                                   
|9 | .7 | Death Prior to Annuity Starting Date                                           
|9 | .8 | Effect of Reemployment on Form of Payment                                      

# ARTICLE X
SURVIVOR BENEFITS

|   |    |                                                         
|-- | -- | --------------------------------------------------------
|10 | .1 | Eligibility for Qualified Preretirement Survivor Annuity
|10 | .2 | Amount of Qualified Preretirement Survivor Annuity      
|10 | .3 | Payment of Qualified Preretirement Survivor Annuity     

# ARTICLE XI
GENERAL PROVISIONS & LIMITATIONS

|   |             |                                                
|-- | ----------- | -----------------------------------------------
|11 | .1          | Suspension of Benefits                         
|11 | .2          | Exception to Suspension of Benefits Rule       
|11 | .3          | Non-Alienation of Retirement Rights or Benefits
|11 | .4          | Payment of Benefits to Others                  
|11 | .5          | Payment of Small Benefits; Deemed Cashout      
|11 | .6          | Direct Rollovers                               
|11 | .7          | Limitations on Commencement                    
|11 | .8          | Post Age 70 1/2 Payments                       
|11 | .9          | Offset to Accrual After Normal Retirement Date 
|11 | .10Missing  | Persons                                        
|11 | .11Benefits | Payable in Whole Dollars                       

# ARTICLE XII
MAXIMUM RETIREMENT BENEFITS

|   |    |                                      
|-- | -- | -------------------------------------
|12 | .1 | Definitions                          
|12 | .2 | Maximum Limitation on Annual Benefits
|12 | .3 | Manner of Reduction                  

# ARTICLE XIII
PENSION FUND

|   |    |                                     
|-- | -- | ------------------------------------
|13 | .1 | Pension Fund                        
|13 | .2 | Contributions by the Employers      
|13 | .3 | Expenses of the Plan                
|13 | .4 | No Reversion                        
|13 | .5 | Forfeitures Not to Increase Benefits
|13 | .6 | Change of Funding Medium            

# ARTICLE XIV
ADMINISTRATION

|   |    |                                    
|-- | -- | -----------------------------------
|14 | .1 | Authority of the Sponsor           
|14 | .2 | Action of the Sponsor              
|14 | .3 | Claims Review Procedure            
|14 | .4 | Qualified Domestic Relations Orders
|14 | .5 | Indemnification                    
|14 | .6 | Actions Binding                    

# ARTICLE XV
ADOPTION BY OTHER ENTITIES

|   |    |                                 
|-- | -- | --------------------------------
|15 | .1 | Adoption by Affiliated Companies
|15 | .2 | Effective Plan Provisions       

# ARTICLE XVI
AMENDMENT& TERMINATION OF PLAN

|   |               |                                                                       
|-- | ------------- | ----------------------------------------------------------------------
|16 | .1            | Sponsor's Right of Amendment                                          
|16 | .2            | Termination of the Plan                                               
|16 | .3            | Adjustment of Allocation                                              
|16 | .4            | Assets Insufficient for Allocation                                    
|16 | .5            | Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
|16 | .6            | Allocations Resulting in Discrimination                               
|16 | .7            | Residual Assets                                                       
|16 | .8            | Meanings of Terms                                                     
|16 | .9            | Payments by the Funding Agent                                         
|16 | .10Residual   | Assets Distributable to the Employers                                 
|16 | .11Withdrawal | of an Employer                                                        

# ARTICLE XVII
MISCELLANEOUS

|   |    |                                                                      
|-- | -- | ---------------------------------------------------------------------
|17 | .1 | No Commitment as to Employment                                       
|17 | .2 | Claims of Other Persons                                              
|17 | .3 | Governing Law                                                        
|17 | .4 | Nonforfeitability of Benefits Upon Termination or Partial Termination
|17 | .5 | Merger, Consolidation, or Transfer of Plan Assets                    
|17 | .6 | Funding Agreement                                                    
|17 | .7 | Benefit Offsets for Overpayments                                     
|17 | .8 | Internal Revenue Requirements                                        
|17 | .9 | Veterans Reemployment Rights                                         

# ARTICLE XVIII
TOP-HEAVY PROVISIONS

|   |    |                                              
|-- | -- | ---------------------------------------------
|18 | .1 | Top-Heavy Plan Definitions                   
|18 | .2 | Applicability of Top-Heavy Plan Provisions   
|18 | .3 | Top-Heavy Vesting                            
|18 | .4 | Minimum Top-Heavy Benefit                    
|18 | .5 | Exclusion of Collectively-Bargained Employees

---

# PREAMBLE

The Remington Arms Company, Inc.
Pension and Retirement Plan, originally effective as of December 1, 1993, is hereby
amended and restated in its entirety. The Plan, as amended and restated hereby, is
intended to qualify as a defined benefit pension plan under Code Section 401(a). The Plan
is maintained for the exclusive benefit of eligible employees and their beneficiaries.

Except as otherwise specifically
provided in the Plan, this amended and restated Plan shall be effective as of January 1,
2001, and the rights of any person who did not have an Hour of Service under the Plan on
or after January 1, 2001, shall generally be determined in accordance with the terms of
the Plan as in effect on the date for which he was last credited with an Hour of Service.

Notwithstanding the foregoing, the
following special effective dates shall apply:

|(a) | The provision protecting veterans re-employment rights in Article XVII is
          effective December 12, 1994.
|--- | ----------------------------------------------------------------------------------------------------------------

|(b) | Elimination of the combined limit on defined benefit and defined contribution
          plans under Code Section 415(e) is effective for limitation years beginning on
          and after January 1, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The definition of Required Beginning Date in Article I is
          effective January 1, 2001.
|--- | ------------------------------------------------------------------------------------------------

|(d) | The definition of Highly Compensated Employee in Article I is
          effective for Plan Years beginning on or after January 1, 1997.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(e) | Elimination of family aggregation from the definition of Earnings in
          Article I is effective for Plan Years beginning on or after January 1,
          1997.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | The change in the definition of leased employee in the definition of
          Employee in Article I is effective for Plan Years beginning on
          or after January 1, 1997.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | The change in the anti-alienation provisions in Section 11.3 to exclude certain
          judgments is effective August 5, 1997.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(h) | The increase in the cashout limitation from $3,500 to $5,000 in Section 11.5 is
          effective April 1, 1999.
|--- | ------------------------------------------------------------------------------------------------------------------

|(i) | The change in the definition of Actuarial Equivalent in
          Article I to provide the mortality table and interest rate required for
          determining present values under Code Section 417(e), as amended by GATT, is
          effective December 1, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1



Notwithstanding any other provision
of the Plan to the contrary, a Participants vested interest in his Accrued Benefit
under the Plan on and after the effective date of this amendment and restatement shall be
not less than his vested interest in his Accrued Benefit on the day immediately preceding
the effective date.

Any sample amendment adopted by the
Sponsor prior to this amendment and restatement for purposes of complying with EGTRRA
shall continue in effect after this amendment and restatement.

2



# ARTICLE I

# DEFINITIONS

# 1.1 Plan Definitions

As used herein, the following words
and phrases, when they appear with initial letters capitalized as indicated below, have
the meanings hereinafter set forth:

|(a) | An Active Participant means a Participant who is accruing
          Credited Service under the Plan in accordance with the provisions of Article
          III.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A Participants Accrued Benefit as of any date means the
          portion of his monthly normal retirement benefit accrued as of that date
          determined as provided in Article V, based on his years of Credited Service and
          his Average Annual Earnings determined as of that date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The Actuarial Equivalent of a value means the actuarial
          equivalent determined using the 1983 Group Annuity Mortality Table for male
          lives and the interest rate specified in Appendix A to the Plan, except that in
          determining present value of a single sum payment, the following factors shall
          be used: (i) the table prescribed by the Secretary of the Treasury, which
          shall be based on the prevailing commissioners standard table, described
          in Code Section 807(d)(5)(A), used to determine reserves for group annuity
          contracts issued on the date as of which present value is being determined
          (without regard to any other subparagraph of Code Section 807(d)(5)) and
          (ii) the annual rate of interest on 30-year Treasury securities for the
          second calendar month preceding the Plan Year in which the distribution is made.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
no event shall the Actuarially Equivalent value of an Eligible Transferred Employees
Accrued Benefit be less than the actuarial equivalent of his benefit accrued under the
Prior Plan as of November 30, 1993, using the mortality, interest, and other factors
specified in the Prior Plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
a Participant who has reached Normal Retirement Date at the time present value is being
determined, the present value of his Accrued Benefit shall be calculated based on the
immediate annuity payable to the Participant as of his Annuity Starting Date. For a
Participant who has not yet reached Normal Retirement Date at the time present value is
being determined, the present value of his Accrued Benefit shall be calculated based on a
deferred annuity payable commencing at Normal Retirement Date. For purposes of this
paragraph, immediate and deferred annuities will be in the normal form applicable to
unmarried Participants under Section 9.1 of the Plan.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3



|(d) | The Actuary means an independent actuary selected by the
          Sponsor, who is an enrolled actuary as defined in Code Section 7701(a)(35),
          or a firm or corporation of actuaries having such a person on its staff, which
          person, firm, or corporation is to serve as the actuarial consultant for the
          Plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The Administrator means the Sponsor unless the Sponsor
          designates another person or persons to act as such.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(f) | An Affiliated Company means any corporation or business,
          other than an Employer, which would be aggregated with an Employer for a
          relevant purpose under Code Section 414.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | A Participants, or Beneficiarys, if the Participant has died,
          Annuity Starting Date means the first day of the first period
          for which an amount is paid as an annuity or, in the case of a single sum
          payment, the first day on which all events have occurred which entitle the
          Participant, or his Beneficiary, if applicable, to such benefit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
a Participant whose Annuity Starting Date has occurred is reemployed by an Employer or an
Affiliated Company resulting in a suspension of benefits in accordance with the provisions
of Section 11.1, for purposes of determining the form of payment of such
Participants benefit upon his subsequent retirement, such prior Annuity Starting
Date shall apply to benefits accrued prior to the Participants reemployment. Such
prior Annuity Starting Date shall also apply to benefits accrued following the
Participants reemployment if such prior Annuity Starting Date occurred on or after
the Participants Normal Retirement Date. Such prior Annuity Starting Date shall
not apply to benefits accrued following the Participants reemployment if such
prior Annuity Starting Date occurred prior to the Participants Normal Retirement
Date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)    
          A Participants Average Annual Earnings means the
          greater of:

|(1) |  | his highest average annual Earnings received for any 36 consecutive calendar
               months (or the Participants period of employment, if shorter) during his
               final ten years of Credited Service; or
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | his highest average annual Earnings based on his total Earnings for the number
               of full calendar years and, if necessary, fractions of total Earnings for
               partial calendar years, sufficient to obtain Earnings for an aggregate period of
               Credited Service equal to three years, taking into account only calendar years
               in the Participants final ten years of Credited Service. For purposes of
               this paragraph (2), calendar years of Earnings shall be selected starting with
               the calendar year in which the Participants average Earnings per month is
               the highest and taking in turn calendar years of successively lower average
               Earnings per month. A fraction of total Earnings for a calendar year shall be
               determined by multiplying the Participants average Earnings per month for
               such year by the number of months needed to yield an aggregate amount of
               Credited Service equal to three full years.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4



|(i) | A Participants Beneficiary means any beneficiary who is
          entitled to receive a benefit under the Plan upon the death of the Participant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

(j)    
          A Break in Service with respect to any Employee means the
          following:

|(1) |  | With respect to Service, any Service Computation Period during which he
               completes fewer than 501 Hours of Service, except that no Employee shall incur a
               Break in Service solely by reason of temporary absence from work not exceeding
               12 months resulting from illness, layoff, or other cause if authorized in
               advance by an Employer pursuant to its uniform leave policy, if his employment
               is not otherwise terminated during the period of such absence.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | With respect to Credited Service, any 12-consecutive-month period beginning on
               his Employment Severance Date and anniversaries of such date in which he does
               not complete an Hour of Service (as defined in paragraph (a) of Section 2.1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | The Code means the Internal Revenue Code of 1986, as amended
          from time to time. Reference to a Code section shall include (i) such
          section and any comparable section or sections of any future legislation that
          amends, supplements, or supersedes such section and (ii) all rulings,
          regulations, notices, announcements, and other pronouncements issued by the U.S.
          Treasury Department, the Internal Revenue Service, and any court of competent
          jurisdiction that relate to such section.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(l) | A Participants Credited Service means his period of
          service for purposes of determining the amount of any benefit for which he is
          eligible under the Plan, as computed in accordance with the provisions of
          Article III.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(m) | The Earnings of a Participant for any period means all
          categories of pay identified in Appendix C as includable compensation plus 50
          percent of any Incentive Compensation Award granted to the Participant in any
          calendar year except any Incentive Compensation Award that is deferred at the
          election of the Participant; provided, however, that effective for awards
          received on and after January 1, 1999, Incentive Compensation Awards that are
          used to acquire deferred shares on the exercise of stock purchase rights under
          the Stock Purchase Agreement shall not be treated as deferred, but the value of
          such shares shall be treated as cash incentive compensation for purposes of the
          Plan. In addition, effective October 4, 2002, Earnings shall include the imputed
          lost wages corresponding to hours on or after October 4, 2002 during which the
          Participant is engaged in business on behalf of the UMWA in his capacity as a
          local union officer or committee member, in lieu of hours for which he would
          have been scheduled to work for an Employer as an Employee. Determination and
          notice of such hours shall be made by the Local Union of the UMWA and provided
          to the Administrator.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5



| | For
purposes of determining a Participants Earnings hereunder, the term Incentive
Compensation Award means any incentive compensation award granted to an employee
under any incentive compensation plan (including, effective January 1, 1991, those paid in
Deferred Share grants) established by the Sponsor or RACI Holdings, Inc. that is approved
by the Board of Directors of the Committee with due authority to grant and approve such
awards. The value of each award will be divided evenly over the period of a
Participants Credited Service, to the extent such award is attributable to such
service, for the award year or years, except in the case of Deferred Share Incentive
Compensation Award grants. Incentive Compensation Awards that are paid in the form of
Deferred Shares will be considered part of the Incentive Compensation Award at the time
the Deferred Shares are granted and not at the time the Deferred Shares are exercised.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding
the foregoing, Earnings shall not include the following:

|(1) |  | Allowances in connection with transfer of employment (i.e., relocation
               expenses), compensation in connection with termination of employment (including
               severance pay), other special payments, and any other category of pay identified
               as excludable compensation in Appendix C.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Awards and payments under any gain sharing program, the Special Compensation
               Plan of the Prior Employer, the former Dividend Union Plan of the Prior
               Employer, any similar plan of the Prior Employer or any of its affiliates, any
               similar plan of an Employer or any Affiliated Company, or any equity based or
               stock option programs, except, effective January 1, 1999, in the case of
               Incentive Compensation Awards paid in the form of Deferred Shares as provided
               above.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The greater of (i) 50 percent of the Prior Employer Incentive Compensation Award
               or (ii) any deferred Prior Employer Incentive Compensation Award. The term
               Prior Employer Incentive Compensation Award means, with respect to
               Eligible Transferred Employees and subject to the transfer of assets from the
               Prior Plan to the Plan, the total award value, if any, approved by the
               Compensation Committee of the Board of Directors of the Prior Employer under the
               Incentive Compensation Plan of the Prior Employer. The value of each award will
               be divided evenly over the period of a Participants Credited Service for
               the award year to the extent the award is attributable to such service.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Only
Incentive Compensation Awards for the 120 months preceding retirement or termination of
employment with the Employers will be taken into account in computing Average Annual
Earnings.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



| | Earnings
of a Participant who is an Eligible Transferred Employee shall be determined treating
amounts paid to him by the Prior Employer before December 1, 1993 as amounts paid by an
Employer.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
no event, however, shall the Earnings of a Participant taken into account under the Plan
for any 12-consecutive-month period (the limitation period) exceed
(1) $200,000 for limitation periods beginning before January 1, 1994, or
(2) $150,000 for limitation periods beginning on or after January 1, 1994. The
limitations set forth in the preceding sentence shall be subject to adjustment annually as
provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is effective for
limitation periods beginning in such calendar year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(n) | An Eligible Transferred Employee means any Employee who (1)
          became an Employee in connection with and effective upon the consummation of the
          transactions contemplated by the Asset Purchase Agreement dated November 27,
          1993 between the Sponsor, E.I. DuPont de Nemours and Company, and Sporting Goods
          Properties, Inc. (the Asset Purchase Agreement), (2) was a
          participant in the Prior Plan on November 30, 1993, and (3) did not elect to
          retire and commence payment of pension benefits under the Prior Plan in
          connection with the consummation of the transactions contemplated by the Asset
          Purchase Agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(o) | An Employee means any person who is characterized by his
          Employer as an employee of the Employer other than the following: (1) any
          employee who is covered under the terms of a collective-bargaining agreement,
          unless the agreement provides for his coverage under the Plan; (2) any employee
          covered under the terms of a collective-bargaining agreement who is hired on or
          after September 13, 1997; (3) any employee other than an employee covered under
          the terms of a collective-bargaining agreement who is hired on or after June 1,
          1996; and (4) any employee who is employed at a location other than a covered
          location identified in Appendix D, unless such employee transferred from
          employment at a covered location identified in Appendix D to employment at such
          other location. Any individual who is not treated by an Employer as a common law
          employee of the Employer shall be excluded from Plan participation even if a
          court or administrative agency determines that such individual is a common law
          employee and not an independent contractor.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



| | For
purposes of the Plan with respect to the provisions of Code Sections 401(a)(3), (4),
(7) and (16), and 408(k), 410, 411, 415 and 416, any leased employee, other
than an excludable leased employee, shall be treated as an employee of an Employer or any
other Affiliated Company; provided, however, that no leased employee shall
become an Employee or shall accrue a benefit hereunder based on service as a leased
employee.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
leased employee means any person who performs services for an Employer or an
Affiliated Company (the recipient) (other than an employee of the recipient)
pursuant to an agreement between the recipient and any other person (the leasing
organization) on a substantially full-time basis for a period of at least one year,
provided that such services are performed under the primary direction or control of the
recipient. An excludable leased employee means any leased employee of the
recipient who is covered by a money purchase pension plan maintained by the leasing
organization which provides for (i) a nonintegrated employer contribution on behalf
of each participant in the plan equal to at least ten percent of compensation,
(ii) full and immediate vesting, and (iii) immediate participation by employees
of the leasing organization (other than employees who perform substantially all of their
services for the leasing organization or whose compensation from the leasing organization
in each plan year during the four-year period ending with the plan year is less than
$1,000); provided, however, that leased employees do not constitute more than 20 percent
of the recipients nonhighly compensated work force. For purposes of this Section,
contributions or benefits provided to a leased employee by the leasing organization that
are attributable to services performed for the recipient shall be treated as provided by
the recipient.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(p) | An Employer means the Sponsor and any entity which has
          adopted the Plan as may be provided under Article XV.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(q) | An Employees Employment Commencement Date means the
          date he first completes an Hour of Service (as defined in paragraph (a) of
          Section 2.1) or, in the case of an Employee who has incurred an Employment
          Severance Date, the first date following his Employment Severance Date on which
          he again completes an Hour of Service (as defined in paragraph (a) of Section
          2.1).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(r) | An Employees Employment Severance Date means the
          earlier of (a) the date on which he retires, dies, or his employment as an
          Employee is otherwise terminated or (b) the first anniversary of the date
          on which he is absent from work with all Employers as an Employee for any other
          reason; provided, however, that the following special rules shall apply:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | An Employees Employment Severance Date shall not occur if he is absent
               from work with his Employer on account of service with the armed forces of the
               United States, he is eligible for reemployment rights under the Uniformed
               Services Employment and Reemployment Rights Act of 1994, and he returns to work
               with an Employer within the period during which he retains such reemployment
               rights, but, if he does not return to work within such period, his Employment
               Severance Date shall be the earlier of the date which is one year after his
               absence commenced or the last day of the period during which he retains such
               reemployment rights.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



|(2) |  | An Employees Employment Severance Date shall not occur if he is absent
               from work because of disability until the earliest of (i) the date as of which
               ancillary disability benefits become payable to the Employee in accordance with
               the provisions of Article VIII, (ii) the date he recovers from disability,
               unless he promptly returns to employment as an Employee, (iii) his Annuity
               Starting Date, or (iv) his Normal Retirement Date.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | An Employees Employment Severance Date shall not occur if he is absent
               because of directed or authorized leave of absence; provided, however, that if
               the Employee does not return to work at the end of such leave, he shall be
               considered to have terminated employment on the day following expiration of such
               leave and his Employment Severance Date shall occur as of such date in
               accordance with the provisions of (a) above.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Notwithstanding
the foregoing, if a person retires, dies, or his employment as an Employee is otherwise
terminated during a period in which he is absent from work with all Employers for any
reason other than service with the armed forces of the United States, his Employment
Severance Date shall be the date of such retirement, death, or other termination of
employment.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(s) | ERISA means the Employee Retirement Income Security Act of
          1974, as amended from time to time. Reference to a section of ERISA shall
          include such section and any comparable section or sections of any future
          legislation that amends, supplements, or supersedes such section.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(t) | The Funding Agent means the person or persons which at the
          time shall be designated, qualified, and acting under the Funding Agreement and
          shall include (i) any trustee for a trust established pursuant to the
          Funding Agreement, (ii) any insurance company that issues an annuity or
          insurance contract pursuant to the Funding Agreement, or (iii) any person
          holding assets in a custodial account pursuant to the Funding Agreement. The
          Sponsor may designate a person or persons other than the Funding Agent to
          perform any responsibilities of the Funding Agent under the Plan, other than
          trustee responsibilities as defined in ERISA Section 405(c)(3), and the Funding
          Agent shall not be liable for the performance of such person in carrying out
          such responsibilities except as otherwise provided by ERISA. The term Funding
          Agent shall include any delegate of the Funding Agent as may be provided in the
          Funding Agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(u) | The Funding Agreement means the agreement entered into
          between the Sponsor and the Funding Agent relating to the holding, investment,
          and reinvestment of the assets of the Plan, together with all amendments thereto
          and shall include any agreement establishing a trust, a custodial account, an
          annuity contract, or an insurance contract (other than a life, health or
          accident, property, casualty, or liability insurance contract) for the
          investment of assets; provided, however, that any custodial account or contract
          established hereunder meets the requirements of Code Section 401(f).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9



|(v) | A Highly Compensated Employee means any Employee or former
          Employee who is a highly compensated active employee or a highly compensated
          former employee as defined hereunder.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
highly compensated active employee includes any Employee who performs services
for an Employer or any Affiliated Company during the Plan Year and who (i) was a five
percent owner at any time during the Plan Year or the look back year or (ii) received
compensation from the Employers and Affiliated Companies during the look back year in
excess of $80,000 (subject to adjustment annually at the same time and in the same manner
as under Code Section 415(d)). The dollar amount in (ii) shall be pro-rated for any
Plan Year of fewer than 12 months.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
highly compensated former employee includes any Employee who
(i) separated from service from an Employer and all Affiliated Companies (or is
deemed to have separated from service from an Employer and all Affiliated Companies) prior
to the Plan Year, (ii) performed no services for an Employer or any Affiliated
Company during the Plan Year, and (iii) for either the separation year or any Plan
Year ending on or after the date the Employee attains age 55, was a highly compensated
active employee, as determined under the rules in effect under Code Section 414(q) for
such year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
determination of who is a Highly Compensated Employee hereunder shall be made in
accordance with the provisions of Code Section 414(q) and regulations issued thereunder.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of this definition, the following terms have the following meanings:

|(1) |  | An employees compensation means compensation as defined in
               Code Section 415(c)(3) and regulations issued thereunder.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The look back year means the 12-month period immediately preceding
               the Plan Year.
|--- |  | --------------------------------------------------------------------------------------------------

|(w) | An Hour of Service with respect to any Employee means an hour
          which is determined and credited as such in accordance with the provisions of
          Article II.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(x) | A Participants Normal Retirement Date means, for
          purposes of benefit eligibility, the later of (i) the date on which he
          attains age 65 or (ii) the fifth anniversary of the date he commenced
          participation in the Plan and for all other purposes, the first day of the month
          coinciding with or immediately following such date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



|(y) | A Participant means any person who becomes eligible to
          participate in the Plan in accordance with the provisions of Article IV and
          who retains an Accrued Benefit under the Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(z) | The Pension Fund means the fund or funds maintained under the
          Funding Agreement for purposes of accumulating contributions made by the
          Employers and paying benefits under the Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(aa) | The Plan means this Remington Arms Company, Inc. Pension and
          Retirement Plan, established effective December 1, 1993, as amended and restated
          by this instrument, with all amendments, modifications, and supplements
          hereafter made.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(bb) | A Plan Year means the following: (1) for periods prior to
          December 1, 1995, the 12-consecutive-month period ending each November 30; (2)
          the period beginning December 1, 1995 and ending December 31, 1995; and (3) each
          12-consecutive-month period ending December 31 thereafter.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(cc) | A Participants Primary Social Security Benefit means
          the primary old age benefit to which the Participant would be immediately
          entitled (if age 62 or over at the date of determination) or to which he would
          be entitled at age 62 (if younger than age 62 at the date of determination), in
          accordance with the Federal Social Security Act in effect on January 1 of the
          year of his retirement or termination and based on his actual earnings on which
          his Employer (or any other company to the extent that employment therewith is
          recognized in computing a benefit under this Plan) has paid taxes under the
          Federal Insurance Contributions Act. In determining the Primary Social Security
          Benefit for purposes of the Plan, the Participant shall be treated as fully
          insured under the Federal Social Security Act. For years for which the Sponsor
          has no record of the Participants actual earnings, an estimate will be
          calculated by projecting backwards from the last known year using rates equal to
          the actual changes in national earnings, as determined by the Social Security
          Administration. However, the Participant may elect to have his Primary Social
          Security Benefit calculated using his actual earnings, provided he supplies
          documentation of such earnings from the Social Security Administration within 90
          days following the later of the date of his separation from service and the date
          he is notified by the Sponsor of his entitlement to a benefit. If the benefit is
          then in pay status, the benefit shall be retroactively increased or decreased
          from the Annuity Starting Date to reflect the use of actual Social Security
          earnings.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(dd) | The Prior Employer means E.I. DuPont de Nemours and Company
          and/or any wholly owned subsidiary or part thereof that had adopted the Prior
          Plan as of November 30, 1993, pursuant to the provisions of the Prior Plan or,
          in the case of an Eligible Transferred Employee who had accrued a benefit under
          the Employee Retirement Plan of Consol Inc. as of November 30, 1993, Consol Inc.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



|(ee) | The Prior Plan means the E.I. DuPont de Nemours and Company
          Pension and Retirement Plan, as in effect on November 30, 1993, or, with respect
          to an Eligible Transferred Employee who had accrued a benefit under the Employee
          Retirement Plan of Consol Inc. as of November 30, 1993, such Employee Retirement
          Plan of Consol Inc.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ff) | A Qualified Joint and Survivor Annuity is an immediate
          annuity payable to the Participant for his life with a survivor benefit payable
          upon the death of the Participant to the Participants Spouse (determined
          as of his Annuity Starting Date) for the remainder of such Spouses
          lifetime. The amount of the survivor benefit payable under a Qualified Joint and
          Survivor Annuity shall be equal to at least 50 percent of the amount the
          Participant was receiving on his date of death.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(gg) | A Qualified Preretirement Survivor Annuity is an annuity
          payable to the surviving Spouse of a Participant for such Spouses life as
          provided in Article X.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(hh) | A Participants Required Beginning Date means the April
          1 following the calendar year in which occurs the later of the
          Participants (i) attainment of age 70 1/2 or (ii) the date
          the Participant retires; provided, however, that clause (ii) shall not
          apply to a Participant who is a five percent owner, as defined in Code Section
          416(i), with respect to the Plan Year ending with or within the calendar year in
          which the Participant attains age 70 1/2. The Required Beginning Date of a
          Participant who is a five percent owner hereunder shall not be redetermined if
          the Participant ceases to be a five percent owner with respect to any subsequent
          Plan Year.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | A Participants Service means his period of service for
          purposes of determining his eligibility for a benefit under the Plan, as
          computed in accordance with the provisions of Article III.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(jj) | A Service Computation Period means the 12-month period used
          for determining an Employees years of Service.
|---- | -----------------------------------------------------------------------------------------------------------------------

| | The
Service Computation Period for determining an Employees years of Service is the
12-consecutive month period beginning on the date he first completes an Hour of Service
and anniversaries of that date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(kk) | The Sponsor means Remington Arms Company, Inc., and any
          successor thereto.
|---- | --------------------------------------------------------------------------------------

|(ll) | A Participants Spouse means the person who is the
          Participants lawful spouse.
|---- | -------------------------------------------------------------------------------------------

12



|(mm) | A Transferred Employee means an Employee who (1) became an
          Employee of the Sponsor in connection with, and effective upon, the consummation
          of the transactions contemplated by the Asset Purchase Agreement dated as of
          November 24, 1993 between the Sponsor, E.I. DuPont de Nemours and Company, and
          Sporting Goods Properties, Inc. (the Asset Purchase Agreement), (2)
          was a participant in the Prior Plan eligible to retire thereunder as of November
          30, 1993, and (3) elected to retire and commence to receive payment of his
          pension benefit under the Prior Plan in connection with the consummation of the
          Asset Purchase Agreement.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 1.2 Construction

Where required by the context, the
noun, verb, adjective, and adverb forms of each defined term shall include any of its
other forms. Wherever used herein, the masculine pronoun shall include the feminine, the
singular shall include the plural, and the plural shall include the singular.

13



# ARTICLE IIHOURS OF
SERVICE

# 2.1 Crediting of Hours
of Service

An Employee shall be credited with an
Hour of Service under the Plan for:

|(a) | Each hour for which he is paid, or entitled to payment, for the performance of
          duties for an Employer as an Employee; provided, however, that hours paid for at
          a premium rate shall be treated as straight-time hours.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Each hour for which he is paid, or entitled to payment, by an Employer on
          account of a period of time during which no duties as an Employee are performed
          (irrespective of whether he remains an Employee) due to vacation, holiday,
          illness, incapacity (including disability), layoff, jury duty, military duty, or
          leave of absence, up to a maximum of eight hours per day and 40 hours per week;
          provided, however, that no more than 501 Hours of Service shall be credited to
          an Employee on account of any single continuous period during which he performs
          no duties (whether or not such period occurs in a single Service Computation
          Period); provided, further, that no Hours of Service shall be credited for
          payment which is made or due under a program maintained solely for the purpose
          of complying with applicable Workers Compensation, unemployment
          compensation, or disability insurance laws; and provided, further, that no Hours
          of Service shall be credited to an Employee for payment which is made or due
          solely as reimbursement for medical or medically related expenses incurred by
          him.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Each hour for which back pay, irrespective of mitigation of damages, is either
          awarded or agreed to by an Employer; provided, however, that the crediting of
          Hours of Service for back pay awarded or agreed to with respect to periods of
          employment or absence from employment described in any other paragraph of this
          Section shall be subject to the limitations set forth therein and, if
          applicable, in Section 2.4.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Each hour for which he would have been scheduled to work for an Employer during
          the period of time that he is absent from work because of service with the armed
          forces of the United States, up to a maximum of eight hours per day and 40 hours
          per week, but only if he is eligible for reemployment rights under the Uniformed
          Services Employment and Reemployment Rights Act of 1994 and he returns to work
          with an Employer within the period during which he retains such reemployment
          rights.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Each hour on or after March 4, 2003 for which he would have been scheduled to
          work for an Employer during the period of time that he is engaged in business on
          behalf of the UMWA in his capacity as a local union officer or committee member.
          Determination and notice of such hours shall be made by the Local Union of the
          UMWA and provided to the Administrator.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14



|(f) | Solely for purposes of determining whether he has incurred a Break in Service,
          each hour for which he would have been scheduled to work for an Employer during
          the period of time that he is absent from work because of the birth of a child,
          pregnancy, the adoption of a child, or the caring for a child for the period
          beginning following the birth or adoption of such child, up to a maximum of
          eight hours per day and 40 hours per week so that, when added to Hours of
          Service credited under any other paragraph of this Section, he shall be credited
          with not fewer than 501 total Hours of Service under the Plan for the Service
          Computation Period in which his absence commenced or the immediately following
          Service Computation Period; provided, however, that he shall be credited with
          Hours of Service under this paragraph for the Service Computation Period in
          which his absence from employment commenced only if necessary to prevent a Break
          in Service; and provided, further, that he shall be credited with Hours of
          Service under this paragraph for the Service Computation Period immediately
          following the Service Computation Period in which his absence from employment
          commenced only if he is not credited with Hours of Service under this paragraph
          for the Service Computation Period in which his absence from employment
          commenced.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Solely for purposes of determining whether he has incurred a Break in Service,
          each hour for which he would be scheduled to work for an Employer during the
          period of time that he is absent from work on an approved leave of absence
          pursuant to the Family and Medical Leave Act of 1993; provided, however, that
          Hours of Service shall not be credited to an Employee under this paragraph if
          the Employee fails to return to employment with an Employer following such
          leave.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding anything to the
contrary contained in this Section, no more than one Hour of Service shall be credited to
an Employee for any one hour of his employment or absence from employment.

# 2.2 Determination of
Non-Duty Hours of Service

In the case of a payment which is
made or due from an Employer on account of a period during which an Employee performs no
duties, and which results in the crediting of Hours of Service, or in the case of an award
or agreement for back pay, to the extent that such award or agreement is made with respect
to a period during which an Employee performs no duties, the number of Hours of Service to
be credited shall be determined as follows:

|(a) | In the case of a payment made or due which is calculated on the basis of units
          of time, such as hours, days, weeks, or months, the number of Hours of Service
          to be credited shall be the number of regularly scheduled working hours included
          in the units of time on the basis of which the payment is calculated.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



|(b) | In the case of a payment made or due which is not calculated on the basis of
          units of time, the number of Hours of Service to be credited shall be equal to
          the amount of the payment divided by the Employees most recent hourly rate
          of compensation immediately prior to the period to which the payment relates.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Notwithstanding the provisions of paragraphs (a) and (b), no Employee shall
          be credited on account of a period during which no duties are performed with a
          number of Hours of Service that is greater than the number of regularly
          scheduled working hours during such period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | If an Employee is without a regular work schedule, the number of regularly
          scheduled working hours shall mean the average number of hours worked by
          Employees in the same job classification during the period to which the payment
          relates, or if there are no other Employees in the same job classification, the
          average number of hours worked by the Employee during an equivalent,
          representative period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the purpose of crediting Hours of
Service for a period during which an Employee performs no duties, a payment shall be
deemed to be made by or due from an Employer (i) regardless of whether such payment
is made by or due from an Employer directly, or indirectly through (among others) a trust
fund or insurer to which the Employer contributes or pays premiums, and
(ii) regardless of whether contributions made or due to such trust fund, insurer, or
other entity are for the benefit of particular persons or are on behalf of a group of
persons in the aggregate.

# 2.3 Allocation of Hours
of Service to Service Computation Periods

Hours of Service credited under
Section 2.1 shall be allocated to the appropriate Service Computation Period as
follows:

|(a) | Hours of Service described in paragraph (a) of Section 2.1 shall be
          allocated to the Service Computation Period in which the duties are performed.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Hours of Service credited to an Employee for a period during which an Employee
          performs no duties shall be allocated as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | Hours of Service credited to an Employee on account of a payment which is
               calculated on the basis of units of time, such as hours, days, weeks, or months,
               shall be allocated to the Service Computation Period or Periods in which the
               period during which no duties are performed occurs, beginning with the first
               unit of time to which the payment relates.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Hours of Service credited to an Employee on account of a payment which is not
               calculated on the basis of units of time shall be allocated to the Service
               Computation Period or Periods in which the period during which no duties are
               performed occurs, or, if such period extends beyond one Service Computation
               Period, such Hours of Service shall be allocated equally between the first two
               such Service Computation Periods.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16



|(3) |  | Hours of Service credited to an Employee for a period of absence during which
               the Employee performs no duties and for which no payment is due from his
               Employer shall be allocated to the Service Computation Period or Periods during
               which such absence occurred.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Hours of Service credited to an Employee because of an award or agreement for
               back pay shall be allocated to the Service Computation Period or Periods to
               which the award or agreement for back pay pertains, rather than to the Service
               Computation Period in which the award, agreement, or payment is made.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2.4 Department of Labor
Rules

The rules set forth in
paragraphs (b) and (c) of Department of Labor Regulation Section 2530.200b-2, which
relate to determining Hours of Service attributable to reasons other than the performance
of duties and crediting Hours of Service to Service Computation Periods, are hereby
incorporated into the Plan by reference.

17



# ARTICLE IIISERVICE CREDITED SERVICE

# 3.1 Service and Credited
Service Prior to January 1, 2001

Each person who is an Employee on or
after January 1, 2001, shall be credited with Service and Credited Service for purposes of
the Plan for periods prior to such date equal to the Service and Credited Service with
which he had been credited in accordance with the Plan provisions in effect immediately
prior to such date.

With respect to Eligible Transferred
Employees and Transferred Employees, the following special rules shall apply with respect
to employment with the Prior Employer prior to December 1, 1993:

|(a) | An Eligible Transferred Employee shall be credited with Service and Credited
          Service for all purposes under the Plan for employment with the Prior Employer
          prior to December 1, 1993 equal to his service taken into account under the
          Prior Plan for such period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A Transferred Employee shall be credited with Service under the Plan for
          employment with the Prior Employer prior to December 1, 1993 equal to his
          service taken into account under the Prior Plan for such period. A Transferred
          Employee shall be credited with Credited Service under the Plan solely for
          purposes of determining whether deferred vested retirement benefits may commence
          prior to Normal Retirement Date under Section 7.4 and the applicable reduction
          under paragraph (a) of Section 7.3, for employment with the Prior Employer prior
          to December 1, 1993 equal to his service taken into account under the Prior Plan
          for such period.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 3.2 Service and Credited
Service On or After January 1, 2001

Each person who is an Employee on or
after January 1, 2001, shall be credited with Service and Credited Service with respect to
periods of employment on or after such date, for purposes of the Plan as follows:

|(a) | He shall be credited with a year of Service for each Service Computation Period
          for which he is credited with at least 1,000 Hours of Service.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Subject to any limitations set forth in Article V, he shall be credited with
          Credited Service for the period beginning on the later to occur of (i) January
          1, 2001 or (ii) his Employment Commencement Date and ending on his Employment
          Severance Date. Credited Service shall be computed in completed full years
          treating each 365 days of Credited Service as a completed full year of Credited
          Service. Credited Service shall be calculated without regard to any absence
          during which an Employee would have been scheduled to work for an Employer, but
          during which he is engaged in business on behalf of the UMWA in his capacity as
          a local union officer or committee member.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18



|(c) | In addition, he shall be credited with Credited Service for his period of
          absence from work after his Employment Severance Date if he returns to work with
          an Employer as an Employee within 12 months of his most recent date of absence
          from employment for any reason.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 3.3 Transfers

Notwithstanding the foregoing,
Service and Credited Service credited to a person shall be subject to the following:

|(a) | Any person who transfers or retransfers to employment with an Employer as an
          Employee directly from other employment (i) with an Employer in a capacity
          other than as an Employee or (ii) with any other Affiliated Company, shall
          be credited with Service, but not Credited Service, for such other employment as
          if such other employment were employment with an Employer as an Employee.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Any person who transfers from employment with an Employer as an Employee
          directly to other employment (i) with an Employer in a capacity other than
          as an Employee or (ii) with any other Affiliated Company, shall be deemed
          by such transfer not to lose his Service or Credited Service, and shall be
          deemed not to retire or otherwise terminate his employment as an Employee until
          such time as he is no longer in the employment of an Employer or any other
          Affiliated Company, at which time he shall become entitled to benefits if he is
          otherwise eligible therefore under the provisions of the Plan; provided,
          however, that except as specifically provided in (c) below, up to such time he
          shall receive credit only for Service, but not for Credited Service, for such
          other employment as if such other employment were employment with an Employer as
          an Employee.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Notwithstanding the provisions of paragraph (b), any person who transfers from
          employment as an Employee at a location listed in Appendix D to employment with
          the Employer at a location that is not listed in Appendix D shall be credited
          with Credited Service for employment at such location as if such other
          employment were employment with the Employer as an Employee.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 3.4 Retirement or
Termination and Reemployment

If an Employee retires or otherwise
terminates employment with the Employers and all Affiliated Companies, his eligibility for
and the amount of any benefit to which he may be entitled under the Plan shall be
determined based upon the Service and Credited Service with which he is credited at the
time of such retirement or other termination of employment. If such retired or former
Employee is reemployed by an Employer or any Affiliated Company, the Service and Credited
Service with which he was credited at the time of such prior retirement or other
termination of employment shall be aggregated with the Service and Credited Service with
which he is credited following his reemployment for purposes of determining his
eligibility for and the amount of any benefit to which he may be entitled under the Plan
upon his subsequent retirement or other termination of employment if:

19



|(a) | he was eligible for any retirement benefit at the time of his previous
          retirement or other termination of employment; or
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(b) | he terminated his employment before satisfying the conditions of eligibility for
          any retirement benefit under the Plan and either (i) the aggregate number
          of his years of Service (not including any years of Service not required to be
          aggregated because of previous Breaks in Service) is greater than the number of
          his consecutive one-year Breaks in Service or (ii) the number of his
          consecutive one-year Breaks in Service is less than five.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the foregoing, if
such retired or former Employee incurred a one-year Break in Service following his prior
retirement or other termination of employment, his prior Service shall not be aggregated
with his subsequent Service unless he completes a year of Service following his return to
employment.

Notwithstanding any other provision
of this Section, if a retired or former Employee returns to employment in a capacity other
than as an Employee, his period of employment shall be treated for the purposes of the
Plan solely in accordance with the transfer provisions of this Article III.

# 3.5 Finality of
Determinations

All determinations with respect to
the crediting of Service and Credited Service under the Plan shall be made on the basis of
the records of the Employers, and all determinations so made shall be final and conclusive
upon Employees, former Employees, and all other persons claiming a benefit interest under
the Plan. Notwithstanding anything to the contrary contained in this Article, there shall
be no duplication of Service and Credited Service.

20



# ARTICLE IV
ELIGIBILITY FOR PARTICIPATION

# 4.1 Participation

Participation in the Plan was frozen
prior to the effective date of this amendment and restatement. Each Employee who was an
Active Participant immediately prior to January 1, 2001, shall continue as an Active
Participant hereunder.

# 4.2 Termination of
Participation

A Participant shall remain an Active
Participant as long as he continues in employment as an Employee. A person shall remain a
Participant as long as he retains an Accrued Benefit under the Plan.

# 4.3 Participation Upon
Reemployment

If a former Employee who was a
Participant hereunder is reemployed as an Employee, he shall again be eligible to
participate in the Plan.

# 4.4 Finality of
Determinations

21



All determinations with respect to
the eligibility of an Employee to become a Participant under the Plan shall be made on the
basis of the records of the Employers, and all determinations so made shall be final and
conclusive for all Plan purposes. Each Employee who becomes a Participant shall be
entitled to the benefits, and be bound by all the terms, provisions, and conditions of the
Plan and the Funding Agreement.

# ARTICLE V
NORMAL RETIREMENT

# 5.1 Eligibility

Each Participant who retires from
employment with his Employer and all Affiliated Companies on or after his Normal
Retirement Date shall be eligible for a normal retirement benefit.

# 5.2 Amount

An eligible Participants
monthly normal retirement benefit shall be equal to 1/12th of the greatest of the
following:

|(a) | the product of 1.2 percent of the Participants Average Annual Earnings
          multiplied by his number of years (including fractional years) of Credited
          Service; or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | the product of 1.5 percent of his Average Annual Earnings multiplied by the
          number of his years (including fractional years) of Credited Service at
          retirement
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

reduced
by

50
percent of the Participants annual Primary Social Security Benefit; or

(c)    
          the product of $108.00 multiplied by the number of his years (including
          fractional years) of Credited Service at retirement

plus

| | ten
percent of the Participants Average Annual Earnings; provided, however, that if the
Participant has completed fewer than 15 years of Credited Service, the product of 2/3
percent of the Participants Average Annual Earnings multiplied by the number of his
years (including fractional years) of Credited Service at retirement shall be substituted
for ten percent of his Average Annual Earnings.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding any other provision
of the Plan to the contrary, the amount in (a) or (b), as applicable, shall be reduced if
necessary so that the monthly retirement benefit payable to the Participant, when added to
his monthly Primary Social Security Benefit, is not greater than 1/12th of the
Participants Average Annual Earnings.

In no event will a reduction in a
Participants Average Annual Earnings reduce the normal retirement benefit payable to
him below the amount that would have been payable to him under the same form of payment
had he retired prior to his Normal Retirement Date when eligible for an early retirement
benefit.

22



# 5.3 401(a)(17) Fresh
Start Adjustments

The monthly normal retirement benefit
of a Participant whose Earnings exceeded the $150,000 Earnings limitation described in
Article I for limitation periods ending before the limitation periods in which the
limitation was effective shall be the greater of (a) or (b) below:

|(a) | the Participants Accrued Benefit determined under the Plan formula
          described in Section 5.2, applying the $150,000 Earnings limitation; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | the sum of (i) the Participants Accrued Benefit determined as of the
          end of the 1993 limitation period, using the Plan formula in effect on that date
          (without regard to any amendments made after that date), as if the Participant
          terminated employment on that date; plus (ii) the Participants
          Accrued Benefit under the Plan formula as amended to comply with the $150,000
          Earnings limitation, taking into account only the Participants years of
          Credited Service for limitation periods beginning on or after January 1, 1994.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 5.4 Minimum Benefits

Notwithstanding any other provision
of the Plan to the contrary, in no event will the monthly normal retirement benefit
payable to a Participant who is an Eligible Transferred Employee be less than the
Participants Accrued Benefit determined as of November 30, 1993, under the
provisions of the Prior Plan in effect on that date (without regard to any amendments made
after that date) as if the Participant terminated employment on that date.

# 5.5 Adjustment to Normal
Retirement Benefit for Employment After Normal Retirement Date

The monthly normal retirement benefit
payable with respect to each Participant who continues in employment with his Employer or
an Affiliated Company after his Normal Retirement Date shall be determined as provided in
paragraph (a), and, if applicable, (b).

|(a) | For the period beginning on the Participants Normal Retirement Date and
          ending on the April 1 following the calendar year in which he reaches age
          70 1/2, his adjusted normal retirement benefit shall be the
          greater of:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(1)       
          the Participants Accrued Benefit as of the date such benefit is being
          determined; or

|(2) |  | the Actuarial Equivalent of the Participants Accrued Benefit as of his
               Normal Retirement Date based on the number of months his Annuity Starting Date
               follows his Normal Retirement Date (but no later than the April 1 following
               the calendar year in which the Participant attains age 70 1/2).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23



|(b) | For the period beginning on the April 1 following the calendar year in which he
          reaches age 70 1/2, the Participants monthly retirement benefit shall
          be adjusted as of each determination date (as defined in this
          Section). His adjusted normal retirement benefit shall be the
          greater of:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | the Participants Accrued Benefit as of the determination date;
               or
|--- |  | -----------------------------------------------------------------------------------

|(2) |  | the Actuarial Equivalent on the determination date of the
               Participants adjusted normal retirement benefit determined
               under this Section for the prior determination date (as defined in
               this Section).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
purposes of this Section, a determination date means the last day of each
calendar year during the period beginning with the calendar year following the calendar
year in which the Participant attains age 70 1/2 and ending on the earlier of
(i) the date the Participant retires from employment with his Employer and all
Affiliated Companies, or (ii) his Annuity Starting Date, except that the first
determination date is the April 1 following the calendar year in which the
Participant attains age 70 1/2.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No further adjustments shall be made
to a Participants monthly normal retirement benefit as provided in paragraphs (a)(2)
and (b)(2) after the earlier of (i) the date the Participant retires from employment
with his Employer and all Affiliated Companies, or (ii) his Annuity Starting Date,
and, if he continues to accrue benefits under the Plan, such continued accruals shall be
reduced as provided in Section 11.9.

# 5.6 Payment

A monthly normal retirement benefit
shall be paid to an eligible Participant commencing as of the last day of the month
following the month in which he retires, but not later than the date specified in Section
11.7. If a Participant retires on a date other than the last day of a month, he shall
receive a pro rata retirement benefit for such partial month of retirement. Such pro rata
amount shall be included with the first monthly retirement benefit payment made to the
Participant in accordance with this Section.

# 5.7 Reduction of Normal
Retirement Benefit for Benefits Payable Under Other Plans

24



Notwithstanding any other provision
of the Plan to the contrary, if a retirement, disability, death, survivor, or
profit-sharing benefit is payable with respect to a Participant under the provisions of
any other plan to which his Employer has made contributions with respect to such
Participant, the benefit payable to the Participant under the Plan shall be reduced by an
amount equal to the portion of the benefit payable, or paid, under such other plan with
respect to the Participant which is not attributable to the Participants own
contributions and which is based upon any period of service for which the Participant
receives Credited Service under the Plan; provided, however, that in no event shall such
Participant receive a benefit under the Plan that is less than the Actuarial Equivalent of
his Accrued Benefit under the Plan attributable to the Participants years of
Credited Service under the Plan other than such years upon which the benefit payable, or
paid, under such other plan is based.

25



---

# ARTICLE VI
EARLY RETIREMENT

# 6.1 Eligibility

Each Participant who retires from
employment with his Employer and all Affiliated Companies at or after age 50, but prior to
his Normal Retirement Date and who has at least 15 years of Credited Service shall be
eligible for an early retirement benefit.

# 6.2 Amount

An eligible Participants
monthly early retirement benefit shall be equal to his Accrued Benefit on the date of his
early retirement; provided, however, that the amount of such benefit shall be reduced for
commencement prior to his Normal Retirement Date as follows:

|(a) | If the Participant elects an Annuity Starting Date that is prior to June 1,
          2007, his benefit shall be reduced in accordance with the following chart based
          on his Age and his years of Credited Service on his Annuity Starting Date:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|         |  |          |  |          |  |          |  |         
|-------- |  | -------- |  | -------- |  | -------- |  | --------
|Age at   |  | 15-20    |  | 21 years |  | 22 years |  | 23 years
|Annuity  |  | years of |  | of       |  | of       |  | of      
|Starting |  | Credited |  | Credited |  | Credited |  | Credited
|Date     |  | Service  |  | Service  |  | Service  |  | Service 
|         |  |          |  |          |  |          |  |         
|65       |  | 100%     |  | 100%     |  | 100%     |  | 100%    
|64       |  | 95%      |  | 100%     |  | 100%     |  | 100%    
|63       |  | 90%      |  | 95%      |  | 100%     |  | 100%    
|62       |  | 85%      |  | 90%      |  | 95%      |  | 100%    
|61       |  | 80%      |  | 85%      |  | 90%      |  | 95%     
|60       |  | 75%      |  | 80%      |  | 85%      |  | 90%     
|59       |  | 70%      |  | 75%      |  | 80%      |  | 85%     
|58       |  | 65%      |  | 70%      |  | 75%      |  | 80%     
|57       |  | 60%      |  | 65%      |  | 70%      |  | 75%     
|56       |  | 55%      |  | 60%      |  | 65%      |  | 70%     
|55       |  | 50%      |  | 55%      |  | 60%      |  | 65%     
|54       |  | 50%      |  | 50%      |  | 55%      |  | 60%     
|53       |  | 500%     |  | 50%      |  | 50%      |  | 55%     
|52       |  | 50%      |  | 50%      |  | 50%      |  | 50%     
|51       |  | 50%      |  | 50%      |  | 50%      |  | 50%     
|50       |  | 50%      |  | 50%      |  | 50%      |  | 50%     

26



For
intermediate age and Credited Service combinations, the percentage factor will be
interpolated from the above.

|(b) | If the Participant elects an Annuity Starting Date that occurs on or after June
          1, 2007, his benefit shall be reduced by 5/12 of one percent for each full
          calendar month by which his Annuity Starting Date precedes his Normal Retirement
          Date; provided, however, that in no event shall the early retirement benefit
          payable to such Participant be less than his Accrued Benefit as of May 31, 2007
          reduced in accordance with the chart in (a) above.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 6.3 Payment

A monthly early retirement benefit
shall be paid to an eligible Participant commencing as of the last day of the month
following the later of the month in which he retires or the month in which he makes
written application for the benefit, but not later than his Normal Retirement Date. If a
Participant retires on a date other than the last day of a month, he shall receive a pro
rata retirement benefit for such partial month of retirement.

27



# ARTICLE VII
VESTED RIGHTS

# 7.1 Vesting

A Participants vested interest
in his Accrued Benefit shall be determined in accordance with the following schedule,
based upon the number of full years of Service credited to him; provided, however, that a
Participants vested interest in his Accrued Benefit shall be 100 percent if he is
employed by an Employer or an Affiliated Company on his Normal Retirement Date, regardless
of whether he has completed the number of years of Service required under the schedule for
100 percent vesting.

|                 | 
|---------------- | 
|Years of Service | 
|less than five   | 
|five or more     | 

# 7.2 Eligibility for
Deferred Vested Retirement Benefit

Each Participant who terminates
employment with his Employer and all Affiliated Companies, who has a vested interest in
his Accrued Benefit, and who is not eligible for a normal or early retirement benefit
under the Plan shall be eligible for a deferred vested retirement benefit.

# 7.3 Amount of Deferred
Vested Retirement Benefit

An eligible Participants
monthly deferred vested retirement benefit shall be equal to his vested Accrued Benefit on
the date of his termination of employment; provided, however, that if the Participant is
eligible to elect to begin benefit payments before his Normal Retirement Date as provided
in Section 7.4, the amount of such benefit shall be reduced for early commencement as
follows:

|(a) | If the Participant elects an Annuity Starting Date that is prior to June 1,
          2007, his benefit shall be reduced by 5/12 of one percent for each full calendar
          month by which his Annuity Starting Date precedes his Normal Retirement Date;
          provided, however, that if the Participant has completed at least 30 years of
          Credited Service at termination of employment, and begins benefit payments at or
          after age 60, his benefit shall not be reduced for early commencement; and
          provided, further, that if such Participant elects to begin benefit payment
          prior to age 60, his benefit shall be reduced by 5/12 of one percent for each
          full calendar month by which his Annuity Starting Date precedes the date he
          attains age 60.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28



|(b) | If the Participant elects an Annuity Starting Date that occurs on or after June
          1, 2007, his benefit shall be reduced by 5/12 of one percent for each full
          calendar month by which his Annuity Starting Date precedes his Normal Retirement
          Date; provided, however, that in no event shall the early retirement benefit
          payable to such Participant be less than his Accrued Benefit as of May 31, 2007
          reduced in accordance with paragraph (a) above.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Solely for purposes of determining
whether an unreduced benefit is payable under paragraph (a) of this Section 7.3, a
Transferred Employee shall be credited with Credited Service under the Plan for employment
with the Prior Employer prior to December 1, 1993 equal to his service taken into account
under the Prior Plan for such period.

# 7.4 Payment

A monthly deferred vested retirement
benefit shall be paid to an eligible Participant commencing as of his Normal Retirement
Date; provided, however, that a Participant who has at least ten years of Credited Service
may elect to begin benefit payments prior to his Normal Retirement Date as follows:

|(a) | if he has at least ten, but fewer than 15 years of Credited Service, he may
          elect to begin benefit payments as of the first day of any month following the
          month in which he attains age 60.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | if he has at least 15 years of Credited Service, he may elect to begin benefit
          payments as of the first day of any month following the month in which he
          attains age 50.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of determining whether
deferred vested retirement benefits are payable prior to Normal Retirement Date under this
Section 7.3, a Transferred Employee shall be credited with Credited Service under the Plan
for employment with the Prior Employer prior to December 1, 1993 equal to his service
taken into account under the Prior Plan.

# 7.5 Election of Former
Vesting Schedule

In the event the Sponsor adopts an
amendment to the Plan that changes the vesting schedule under the Plan, including any
amendment which directly or indirectly affects the computation of the nonforfeitable
interest of Participants rights to Accrued Benefits, any Participant with three or
more years of Service shall have a right to have his nonforfeitable interest in his
Accrued Benefit continue to be determined under the vesting schedule in effect prior to
such amendment rather than under the new vesting schedule, unless the nonforfeitable
interest of such Participant in his Accrued Benefit under the Plan, as amended, at any
time is not less than such interest determined without regard to such amendment. Such
Participant shall exercise such right by giving written notice of his exercise thereof to
the Administrator within 60 days after the latest of (i) the date he receives notice
of such amendment from the Administrator, (ii) the effective date of the amendment,
or (iii) the date the amendment is adopted. Notwithstanding the foregoing

29

provisions
of this Section, the vested interest of each Participant on the effective date of such
amendment shall not be less than his vested interest under the Plan as in effect
immediately prior to the effective date thereof.

30



# ARTICLE VIII
ANCILLARY DISABILITY BENEFIT

# 8.1 Eligibility

Each Participant who suffers
permanent and total disability while actively employed by an Employer or an Affiliated
Company, but prior to his Normal Retirement Date and who has at least 15 years of Credited
Service shall be eligible for an ancillary disability benefit. For purposes of this
Article, permanent and total disability means any physical or mental condition
that will be permanent and which prevents the Participant from performing the duties of
his position with his employer, as determined by the Administrator, in its discretion, on
the basis of medical evidence satisfactory to the Administrator.

# 8.2 Amount

An eligible Participants
monthly ancillary disability benefit shall be equal to his Accrued Benefit on the date his
disability commenced; provided, however, that for each month in which the Participant is
not entitled to receive either disability or old age benefits under Title II of the Social
Security Act, he shall be paid a supplemental ancillary disability benefit equal to the
greater of (a) 50 percent of the Participants monthly Primary Social Security
Benefit or (b) $90.00 per month.

# 8.3 Payment

A monthly ancillary disability
benefit shall be paid to an eligible Participant commencing as of the last day of the
month following the month in which he makes written application for the benefit. If a
Participant becomes eligible for an ancillary disability benefit on a date other than the
last day of a month, he shall receive a pro rata disability benefit for such partial month
of disability.

A Participants Annuity Starting
Date will not be deemed to have occurred simply because payment of ancillary disability
benefits have commenced to him hereunder.

Payment of a monthly ancillary
disability benefit shall continue to a Participant until his Normal Retirement Date, or
until otherwise terminated as hereinafter provided. Notwithstanding the foregoing, a
Participants supplemental ancillary disability shall terminate on the earliest date
on which the Participant becomes eligible for disability or old age benefits under Title
II of the Social Security Act. Any Participant who continuously up to his Normal
Retirement Date receives an ancillary disability benefit under the Plan shall be deemed
for all Plan purposes to have retired upon the occurrence of his Normal Retirement Date
and shall be eligible for a normal retirement benefit in an amount determined as provided
in Section 5.2, but based on his years of Credited Service and the provisions of the Plan
in effect on the date his disability commenced.

31



# 8.4 Termination of
Ancillary Disability Benefit Prior to Normal Retirement Date

Ancillary disability benefit payments
shall terminate if, prior to the Participants Normal Retirement Date, the
Participant

(a)    
          ceases to be disabled; or

(b)    
          dies.

If a Participants ancillary
disability benefit ceases prior to his Normal Retirement Date, and if he does not return
promptly to work with his Employer, his employment thereupon shall be deemed terminated
for all Plan purposes, and he shall be eligible for an early retirement benefit in an
amount determined in the same manner as specified in Section 6.2, or a deferred vested
retirement benefit in an amount determined in the same manner as specified in Section 7.3,
but based on the provisions of the Plan in effect on the date his disability commenced and
only if he meets the eligibility requirements for such benefit as in effect on the date
his disability commenced. If such Participants ancillary disability benefit ceases
prior to his Normal Retirement Date, and if he returns promptly to work with an Employer,
he shall not be entitled to any benefits under this Article VIII on account of his prior
disability (or on account of the cessation of his disability benefit), and he thereupon
shall continue as an Employee in accordance with and subject to the remaining provisions
of the Plan.

# 8.5 Service Crediting
While Receiving Ancillary Disability Benefit

A Participant who is receiving
ancillary disability benefits hereunder shall not be credited with Service or Credited
Service for periods for which he is paid ancillary disability benefits hereunder, except
as otherwise specifically provided in Article III.

32



# ARTICLE IX
FORMS OF PAYMENT

# 9.1 Normal Form of
Payment

A Participant who is eligible to
receive any retirement benefit under Section 5.1, 6.1, or 7.2 of the Plan shall receive
payment of such benefit in accordance with one of the following normal forms of payment:

|(a) | A Participant who is not married on his Annuity Starting Date shall receive such
          benefit in the form of a single life annuity. Such Participant shall receive a
          monthly retirement benefit payable for his lifetime, the last monthly payment
          being for the month in which his death occurs.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A Participant who is married on his Annuity Starting Date shall receive such
          benefit in the form of a 50 percent Qualified Joint and Survivor Annuity. Such
          Participant shall receive a reduced monthly retirement benefit payable for his
          lifetime, the last monthly payment being for the month in which his death
          occurs. If the Participants Spouse survives him, then commencing with the
          month following the month in which the Participants death occurs, his
          Spouse shall receive a monthly benefit for his or her remaining lifetime equal
          to one-half of the reduced amount payable during the Participants
          lifetime, the last payment being for the month in which the Spouses death
          occurs.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
reduced monthly payments to be made to the Participant under this paragraph shall be in an
amount which, on the date of commencement thereof, is the Actuarial Equivalent of the
monthly benefit otherwise payable to the Participant under the form of payment described
in paragraph (a); provided, however, that there shall be no actuarial reduction with
respect to 80 percent of the survivor annuity payable to the Participants Spouse.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To receive a benefit under the
Qualified Joint and Survivor Annuity form of payment described in paragraph (b) above, a
Participants Spouse must be the same Spouse to whom the Participant was married on
his Annuity Starting Date. Once a Participants Annuity Starting Date occurs and
retirement benefit payments commence under one of the normal forms of payment, the form of
payment will not change even if the Participants marital status changes; provided,
however, that if the Participant is reemployed by an Employer or an Affiliated Company,
any benefits he accrues under the Plan following such reemployment with respect to which a
separate Annuity Starting Date occurs shall be payable in the form elected by the
Participant as of such separate Annuity Starting Date.

33



Subject to the requirements of
Section 9.6, an eligible Participant may waive the normal form of payment applicable to
him and elect to receive payment of his benefit in one of the optional forms of payment
provided in Section 9.2.

# 9.2 Optional Forms of
Payment

Within the election period described
in Section 9.5, a Participant who either (1) retires at or after age 65 with at least 15
years of Credited Service or (2) is eligible to receive an early retirement benefit under
Article VI may elect to receive payment of such benefit in accordance with any one of the
following options. A Participant who is married, but does not satisfy either of the
requirements in the preceding sentence may elect to receive payment of his retirement
benefit in accordance with the single life annuity. If a Participant is married on his
Annuity Starting Date, any election of an optional form of payment must satisfy the
requirements of Section 9.6.

If the Participants Beneficiary
under an optional form of payment dies prior to the Participants Annuity Starting
Date, the election shall become inoperative and ineffective, and benefit payments, if any,
shall be made under the normal form of payment provided in Section 9.1, unless the
Participant elects another optional form of payment provided under the Plan prior to his
Annuity Starting Date. Once a Participants Annuity Starting Date occurs, however,
the optional form of payment elected by the Participant will not change even if the
Participants marital status changes or his Beneficiary predeceases him; provided,
however, that if the Participant is reemployed by an Employer or an Affiliated Company,
any benefits he accrues under the Plan following his reemployment with respect to which a
separate Annuity Starting Date occurs shall be payable in the form elected by the
Participant as of such separate Annuity Starting Date.

The monthly payments made under any
optional form of payment hereunder shall be the Actuarial Equivalent of the monthly
benefit otherwise payable to the Participant in the single life annuity form described in
paragraph (a) of Section 9.1; provided, however, that if the Participant elects the
optional joint and survivor annuity with his Spouse as his Beneficiary thereunder, there
shall be no reduction with respect to the first four multiples of ten percent of the
Participants monthly benefit that is payable to the Participants Spouse as a
survivor annuity.

|(a) | Single Life Annuity. The Participant shall receive a monthly retirement
          benefit payable for his lifetime, the last monthly payment being for the month
          in which his death occurs.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Joint and Survivor Annuity. The Participant shall receive a reduced
          monthly retirement benefit payable for his lifetime, the last monthly payment
          being for the month in which his death occurs. If the Participants
          Beneficiary survives him, then commencing with the month following the month in
          which the Participants death occurs, his Beneficiary shall receive a
          monthly benefit for his or her remaining lifetime equal to a percentage
          (designated by the Participant) of the reduced amount payable during the
          Participants lifetime, the last monthly payment being for the month in
          which the Beneficiarys death occurs. The Participant may designate any
          percentage of his monthly benefit, in ten percent increments and not in excess
          of 100 percent, as the survivor benefit payable to his Beneficiary
          hereunder.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34



|(c) | Social Security Adjustment Annuity. A Participant whose Annuity Starting
          Date occurs prior to his attainment of age 62 may elect this option. The
          Participant shall receive an increased monthly retirement benefit prior to the
          date he attains age 62 and a reduced monthly retirement benefit thereafter, so
          that the adjusted benefit, when combined with his monthly Primary Social
          Security Benefit, will produce, as nearly as practicable, a level monthly
          income, the last monthly payment being for the month in which the
          Participants death occurs. In no event shall the reduced monthly benefit
          payable to a Participant following his attainment of age 62 be less than $25.
          Actuarial Equivalence for purposes of payment in this optional form shall be
          based on the interest rate specified in Appendix A and the factors in Appendix
          B.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
Participant who has elected an optional joint and survivor annuity as described above or
the Qualified Joint and Survivor Annuity described in Section 9.1 may also elect adjusted
benefit payments before and after age 62 as described above; provided, however, that the
amount payable to the Participants Beneficiary upon the Participants death
under the joint and survivor annuity or Qualified Joint and Survivor Annuity form shall be
determined based on the amount of the Participants benefit payable without
adjustment for Social Security.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding any other provision
of the Plan to the contrary, distribution under an optional form of payment shall be made
in accordance with Code Section 401(a)(9) and regulations issued thereunder,
including the minimum distribution incidental benefit requirement. If a Participant
designates a person other than his Spouse as his Beneficiary under an optional form of
payment, and if payments under the optional form elected would not meet the minimum
distribution incidental benefit requirement, the election shall be ineffective and benefit
payments, if any, shall be made under the normal form of payment provided in Section 9.1,
unless the Participant elects another optional form of payment provided under the Plan
prior to his Annuity Starting Date.

# 9.3 Designation of
Beneficiary and Beneficiary in Absence of Designated Beneficiary

A Participants Beneficiary
under Section 9.2 may be any individual selected by the Participant. A Participants
designation of a Beneficiary is subject to the spousal consent requirements of Section
9.6.

# 9.4 Notice Regarding
Forms of Payment

35



The Administrator shall provide a
Participant with a written description of (i) the terms and conditions of the normal
forms of payment provided in Section 9.1, (ii) the optional forms of payment
provided in Section 9.2, (iii) the Participants right to waive the normal
form of payment provided in Section 9.1 and to elect an optional form of payment and
the effect thereof, (iv) the rights of the Participants Spouse with respect to
the Qualified Joint and Survivor Annuity form of payment, and (v) the
Participants right to revoke a waiver of the normal form of payment or to change his
election of an option and the effect thereof. The explanation shall notify the Participant
of his right to defer payment of his retirement benefit under the Plan until his Normal
Retirement Date, or such later date as may be provided under the Plan. The Administrator
shall provide such explanation no fewer than 30 days and no more than 90 days before a
Participants Annuity Starting Date.

Notwithstanding the foregoing, a
Participants Annuity Starting Date may occur fewer than 30 days after receipt of
such explanation if the Administrator clearly informs the Participant:

|(a) | of his right to consider his form of payment election for a period of at least
          30 days following his receipt of the explanation;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(b) | the Participant, after receiving the explanation, affirmatively elects an early
          Annuity Starting Date, with his Spouses written consent, if necessary;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | the Participants Annuity Starting Date occurs after the date the
          explanation is provided to him;
|--- | -----------------------------------------------------------------------------------------------------------

|(d) | the election period described in Section 9.5 does not end until the later of his
          Annuity Starting Date or the expiration of the seven-day period beginning the
          day after the date the explanation is provided to him; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | actual payment of the Participants retirement benefit does not begin to
          the Participant before such revocation period ends.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

# 9.5 Election Period

A Participant may waive or revoke a
waiver of the normal form of payment provided in Section 9.1 and elect, modify, or change
an election of an optional form of payment provided in Section 9.2 by written notice
delivered to the Administrator at any time during the election period; provided, however,
that no waiver of the normal form of payment and election of an optional form of payment
shall be valid unless the Participant has received the written explanation described in
Section 9.4. Subject to the provisions of Section 9.4 extending a Participants
election period under certain circumstances, a Participants election
period means the 90-day period ending on his Annuity Starting Date.

The form in which a Participant shall
receive payment of his retirement benefit shall be determined upon the later of his
Annuity Starting Date or the date his election period ends, based upon any waiver and
election in effect on such date. Except as otherwise specifically provided in the Plan, in
no event shall the form in which a Participants retirement benefit is paid be
changed on or after such date.

36



# 9.6 Spousal Consent
Requirements

A married Participants waiver
of the normal Qualified Joint and Survivor Annuity form of payment and his election,
modification, or change of an election of an optional form of payment must include the
written consent of the Participants Spouse, if any. A Participants Spouse
shall be deemed to have given written consent to the Participants waiver and
election if the Participant establishes to the satisfaction of a Plan representative that
such consent cannot be obtained because of any of the following circumstances:

|(a) | the Spouse cannot be located,
|--- | -----------------------------

|(b) | the Participant is legally separated or has been abandoned within the meaning of
          local law, and the Participant has a court order to that effect, or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | other circumstances set forth in Code Section 401(a)(11) and regulations issued
          thereunder.
|--- | -----------------------------------------------------------------------------------------------------

Notwithstanding the foregoing,
written spousal consent shall not be required if the Participant elects an optional form
of payment that is a Qualified Joint and Survivor Annuity.

Any written spousal consent given
pursuant to this Section shall acknowledge the effect of the waiver of the Qualified Joint
and Survivor Annuity form of payment and of the election of an optional form of payment,
shall specify the optional form of payment selected by the Participant and that such form
may not be changed (except to a Qualified Joint and Survivor Annuity) without written
spousal consent, shall specify any Beneficiary designated by the Participant and that such
Beneficiary may not be changed without written spousal consent, and shall be witnessed by
a Plan representative or a notary public. Any written consent given or deemed to be given
by a Participants Spouse shall be irrevocable and shall be effective only with
respect to such Spouse and not with respect to any subsequent Spouse.

# 9.7 Death Prior to
Annuity Starting Date

Notwithstanding any other provision
of the Plan to the contrary, should a Participant die prior to his Annuity Starting Date
neither he nor any person claiming under or through him shall be entitled to any
retirement benefit under the Plan; and no benefit shall be paid under the Plan with
respect to such Participant except any survivor benefit payable under the provisions of
Article X.

37



# 9.8 Effect of
Reemployment on Form of Payment

Notwithstanding any other provision
of the Plan, if a former Employee is reemployed, his prior election of a form of payment
hereunder shall become ineffective, except to the extent that the Participants
Annuity Starting Date occurred prior to such reemployment and such prior Annuity Starting
Date is preserved with respect to a portion or all of the Participants retirement
benefit.

38



# ARTICLE XSURVIVOR BENEFITS

# 10.1 Eligibility for
Qualified Preretirement Survivor Annuity

If a Participant dies before his
Annuity Starting Date, his surviving Spouse shall be eligible for a Qualified
Preretirement Survivor Annuity if all of the following requirements are met on the
Participants date of death:

(a)    
          The Participant has a Spouse as defined in Section 1.1.

(b)    
          The Participant has a vested Accrued Benefit.

# 10.2 Amount of Qualified
Preretirement Survivor Annuity

The monthly amount of the Qualified
Preretirement Survivor Annuity payable to a surviving Spouse shall be equal to the
survivor benefit that would have been payable to the Spouse if the Participant had:

|(a) | separated from service on the earlier of his actual separation from service date
          or his date of death;
|--- | ----------------------------------------------------------------------------------------------------------------

|(b) | survived to the date as of which payment of the Qualified Preretirement Survivor
          Annuity to his surviving Spouse commences;
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(c) | elected to commence retirement benefits as of the date described in paragraph
          (b) above in the form of a 50 percent Qualified Joint and Survivor Annuity; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | died on his Annuity Starting Date.
|--- | ----------------------------------

Notwithstanding the foregoing, if
prior to a Participants death the Participant elected an optional form of payment in
accordance with the provisions of Article IX that is a Qualified Joint and Survivor
Annuity, for purposes of determining the amount of the Qualified Preretirement Survivor
Annuity, the optional form of payment elected by the Participant shall be substituted for
the 50 percent Qualified Joint and Survivor Annuity in paragraph (c) above.

# 10.3 Payment of
Qualified Preretirement Survivor Annuity

Payment of a Qualified Preretirement
Survivor Annuity to a Participants surviving Spouse shall commence as of the first
day of the month following the later of (i) the month in which the Participant dies
or (ii) the month in which the Participant would have attained earliest retirement
age (as defined herein) under the Plan. Notwithstanding the foregoing, a
Participants surviving Spouse may elect to defer commencement of payment of the
Qualified Preretirement Survivor Annuity to a date no later than the Participants
Normal Retirement Date. If a Participants surviving Spouse dies before the date as
of which payment of the Qualified Preretirement Survivor Annuity is to commence to such
Spouse, no Qualified Preretirement Survivor Annuity shall be payable hereunder.

39



Payment of a Qualified Preretirement
Survivor Annuity shall continue to a Participants surviving Spouse for such
Spouses lifetime, the last monthly payment being for the month in which the
Spouses death occurs.

For purposes of this Article, a
Participants earliest retirement age means the earliest age at which the
Participant could have elected to commence retirement benefits under the Plan if he had
survived, but based on his years of Credited Service on his date of death.

40



# ARTICLE XIGENERAL PROVISIONS
& LIMITATIONS

REGARDING
BENEFITS

# 11.1 Suspension of
Benefits

Except as otherwise provided in
Sections 11.2, 11.7, and 11.8, if a Participant continues employment with an Employer or
an Affiliated Company after reaching his Normal Retirement Date or a retired or former
Employee is reemployed by an Employer or an Affiliated Company, any benefits payable to
such Participant or retired or former Employee under the Plan shall be suspended during
the period of such employment or reemployment, as applicable, provided that the notice
requirements of Department of Labor Regulations Section 2530.203-3(b)(4) are met. If a
retired or former Employee whose Annuity Starting Date occurred prior to reemployment
again becomes eligible to receive benefits under the Plan, the amount of benefit payable
to the Participant shall be reduced to its Actuarial Equivalent to reflect the value of
any benefit payments made to the Participant prior to his Normal Retirement Date.

# 11.2 Exception to
Suspension of Benefits Rule

Notwithstanding any other provision
of the Plan to the contrary, a Participant who continues in employment with his Employer
or any Affiliated Company or who is reemployed by an Employer or an Affiliated Company
after reaching his Normal Retirement Date shall be eligible for a retirement benefit for
any month in which he is employed for fewer than 40 hours or such other amount of time
that does not constitute ERISA Section 203(a)(3)(B) service.

# 11.3 Non-Alienation of
Retirement Rights or Benefits

Except as provided in Code Section
401(a)(13)(B) (relating to qualified domestic relations orders), Code Sections
401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction
involving the Plan, a civil judgment in connection with a violation or alleged violation
of fiduciary responsibilities under ERISA, or a settlement agreement between the
Participant and the Department of Labor in connection with a violation or alleged
violation of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the
Treasury Regulations (relating to Federal tax levies), or as otherwise required by law, no
benefit under the Plan at any time shall be subject in any manner to anticipation,
alienation, assignment (either at law or in equity), encumbrance, garnishment, levy,
execution, or other legal or equitable process; and no person shall have the power in any
manner to anticipate, transfer, assign (either at law or in equity), alienate or subject
to attachment, garnishment, levy, execution, or other legal or equitable process, or in
any way encumber his benefits under the Plan, or any part thereof, and any attempt to do
so shall be void.

41



# 11.4 Payment of Benefits
to Others

If any person to whom a retirement
benefit is payable is unable to care for his affairs because of illness or accident, any
payment due (unless prior claim therefore shall have been made by a duly qualified
guardian or other legal representative) may be paid to the Spouse, parent, brother or
sister, or any other individual deemed by the Administrator to be maintaining or
responsible for the maintenance of such person. The monthly payment of a retirement
benefit to a person for the month in which he dies shall, if not paid to such person prior
to his death, be paid to his Spouse, parent, brother, sister, or estate as the
Administrator shall determine. Any payment made in accordance with the provisions of this
Section shall be a complete discharge of any liability of the Plan with respect to the
benefit so paid.

# 11.5 Payment of Small
Benefits; Deemed Cashout

If the Actuarially Equivalent present
value of any retirement benefit payable under Section 5.1, 6.1, or 7.2 or any survivor
benefit is $5,000 or less, such Actuarially Equivalent present value shall be paid to the
Participant, or his Beneficiary, if applicable, in a single sum payment, in lieu of all
other benefits under the Plan, as soon as practicable following the date of the
Participants retirement, death, or other termination of employment and he shall
cease to be a Participant under the Plan as of the date of such payment. For distributions
made prior to March 22, 1999, the Actuarially Equivalent present value of a benefit shall
be deemed to exceed $5,000 if the Actuarially Equivalent present value of the benefit
exceeded such amount at the time of any prior distribution.

If a former Participant is
reemployed, any retirement benefit to which he may become entitled because of his
subsequent retirement or termination of employment shall be reduced to its Actuarial
Equivalent to reflect the value of any single sum payment made to him hereunder.

If the nonforfeitable Accrued Benefit
of a Participant is zero, such Participant shall be deemed to have received distribution
of his entire vested Accrued Benefit under the Plan, in lieu of all other benefits under
the Plan, as of the date of his termination of employment with his Employer and all
Affiliated Companies and he shall cease to be a Participant under the Plan as of such
date.

A distribution hereunder is deemed to
be made because of a Participants retirement or termination of employment if it is
made before the end of the second Plan Year following the Plan Year in which such
retirement or termination occurred.

# 11.6 Direct Rollovers

Notwithstanding any other provision
of the Plan to the contrary, in lieu of receiving a single sum payment as provided in
Section 11.5, a qualified distributee may elect in writing, in accordance with
rules prescribed by the Sponsor, to have any portion or all of such payment that is an
eligible rollover distribution paid directly by the Plan to the eligible
retirement plan designated by the qualified distributee; provided,
however, that this provision shall not apply if the total distribution is less than $200
and that a qualified distributee may not elect this provision with respect to
any partial distribution that is less than $500. Any such payment by the Plan to another
eligible retirement plan shall be a direct rollover. For purposes of this
Section, the following terms have the following meanings:

42



|(a) | An eligible retirement plan means 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), or a
          qualified trust described in Code Section 401(a) that accepts rollovers;
          provided, however, that, in the case of a direct rollover by a surviving Spouse,
          an eligible retirement plan does not include a qualified trust described in Code
          Section 401(a).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | An eligible rollover distribution means any distribution of all or
          any portion of a Participants Accrued Benefit or a distribution of all or
          any portion of a survivor benefit under Article X; provided, however, that an
          eligible rollover distribution does not include: any distribution that is one of
          a series of substantially equal periodic payments made not less frequently than
          annually for the life or life expectancy of the qualified distributee or the
          joint lives or joint life expectancies of the qualified distributee and the
          qualified distributees designated beneficiary, or for a specified period
          of ten years or more; and any distribution to the extent such distribution is
          required under Code Section 401(a)(9).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | A qualified distributee means a Participant, his surviving Spouse,
          or his Spouse or former Spouse who is an alternate payee under a qualified
          domestic relations order, as defined in Code Section 414(p).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 11.7 Limitations on
Commencement

Notwithstanding any other provision
of the Plan to the contrary, payment of a Participants retirement benefit shall
commence not later than the earlier of:

|(a) | the 60th day after the end of the Plan Year in which occurs the
          Participants Normal Retirement Date, the tenth anniversary of the date on
          which he first became a Participant, or the Participants retirement or
          other termination of employment, whichever is latest; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | his Required Beginning Date.
|--- | ----------------------------

43



Distributions required to commence
under this Section shall be made in accordance with Code Section 401(a)(9) and regulations
issued thereunder. If payment of a Participants retirement benefit does not commence
until his Required Beginning Date, his Required Beginning Date shall be considered his
Annuity Starting Date for all purposes of the Plan.

If the Participant dies after his
Annuity Starting Date, but prior to distribution of his entire interest, the remaining
portion of such interest shall be distributed to his Beneficiary in a method which is at
least as rapid as the method being used at the date of the Participants death. If
the Participant dies prior to his Annuity Starting Date, the entire interest attributable
to the Participant shall be distributed within five years after the date of his death,
unless such interest is payable to a designated beneficiary (as defined in Code Section
401(a)(9)) for a period which does not exceed the life or life expectancy of such
designated beneficiary, in which event distribution of such interest shall commence no
later than the date the Participant would have attained age 70 1/2 if the designated
beneficiary is the surviving Spouse of such Participant, or the date which is one year
after the date of such Participants death if the designated beneficiary is not the
surviving Spouse of such Participant.

Subject to the requirements of Code
Sections 401(a)(9) and 411(d)(6), no benefit payments shall commence under the Plan until
the Participant, or his surviving Spouse, if applicable, makes written application
therefore on a form satisfactory to the Administrator. If the amount of a monthly
retirement benefit payable to a Participant cannot be determined for any reason (including
lack of information as to whether the Participant is still living or his marital status)
on the date payment of such benefit is to commence under this Section, payment shall be
made retroactively to such date no later than 60 days after the date on which the amount
of such monthly retirement benefit can be determined.

# 11.8 Post Age
70 1/2 Payments

Notwithstanding any other provision
of the Plan to the contrary, a Participant who attains age 70 1/2 prior to January 1,
2001, may elect to receive distribution of his retirement benefit beginning as of the
April 1 of the calendar year following the calendar year in which he attains age
70 1/2, regardless of whether he has retired.

A Participant who is receiving
retirement benefits under the Plan while employed by an Employer or an Affiliated Company
because his required beginning date occurred under the provisions of Code Section
401(a)(9) as in effect prior to January 1, 1997, shall continue to receive retirement
benefits hereunder.

A Participant who is a five percent
owner (as defined in Code Section 416(i)) with respect to the Plan Year ending with or
within the calendar year in which he attains age 70 1/2 and who continues employment
with an Employer or any Affiliated Company shall receive distribution of his retirement
benefit beginning as of the April 1 of the calendar year following the calendar year in
which he attains age 70 1/2.

# 11.9 Offset to Accrual
After Normal Retirement Date

The amount of benefit accrued by an
Employee for each year of Credited Service that he completes after the date retirement
income becomes payable to him by reasons other than his retirement or termination of
employment shall be reduced (but not below zero) by the Actuarial Equivalent of the
retirement benefits paid to the Employee for the period for which he accrues such year of
Credited Service.

44



# 11.10 Missing Persons

If the Administrator is unable, after
reasonable and diligent effort, to locate a Participant or Beneficiary under a joint and
survivor form of payment who is entitled to a distribution under the Plan, the
distribution due such person shall be forfeited after five years. If, however, such person
later files a claim for the benefit, such benefit shall be reinstated without any interest
earned thereon. If the Administrator is unable, after reasonable and diligent effort, to
locate a Beneficiary under a period certain and life annuity who is entitled to a
distribution of payments over the remainder of the period certain, distribution shall be
made to the Participants contingent Beneficiary or, if none, to the
Participants estate, and such non-locatable Beneficiary shall have no further claim
or interest under the Plan. Notification by certified or registered mail to the last known
address of the Participant or Beneficiary shall be deemed a reasonable and diligent effort
to locate such person. Notwithstanding the foregoing, unless required by law, in no event
shall benefits under the Plan be paid retroactively for the period during which such
benefits were payable but unclaimed.

# 11.11 Benefits Payable
in Whole Dollars

All benefits payable under the Plan,
if not in whole dollar amounts, will be rounded up to the next highest dollar and, with
respect to any Participant other than a Participant who is eligible for a deferred vested
retirement benefit under Article VII, will be payable on the last day of the month.

45



# ARTICLE XII MAXIMUM RETIREMENT
BENEFITS

# 12.1 Definitions

For purposes of this Article, the
following terms have the following meanings.

|(a) | An affiliated employer means any corporation or business, other than
          an Employer, which would be aggregated with an Employer for a relevant purpose
          under Code Section 414 as modified by Code Section 415(h).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A Participants annual retirement benefit means the amount of
          retirement benefit attributable to Employer contributions which is payable to
          him annually under the Plan multiplied by the factors prescribed in the
          following paragraph if such benefit is to be paid in a manner other than to the
          Participant for his life only or as a qualified joint and survivor annuity as
          defined in Code Section 417. A Participants aggregate annual
          retirement benefit includes his annual retirement benefit and
          his annual retirement benefit, if any, under any and all other defined benefit
          plans (whether or not terminated) maintained by an Employer or any
          affiliated employer.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
purposes of determining a Participants annual retirement benefit payable
in a manner other than to the Participant for his life only or as a qualified joint and
survivor annuity the following factors shall be used: (i) the table prescribed by the
Secretary of the Treasury, which shall be based on the prevailing commissioners
standard table, described in Code Section 807(d)(5)(A), used to determine reserves for
group annuity contracts issued on the date as of which present value is being determined
(without regard to any other subparagraph of Code Section 807(d)(5)) and (ii) the
annual rate of interest on 30-year Treasury securities for the second calendar month
preceding the Plan Year in which the distribution is made.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          The limitation year means the Plan Year.

(d)    
          Defined benefit plan and defined contribution plan have
          the meanings given such terms in Code Section 415(k).

# 12.2 Maximum Limitation
on Annual Benefits

The aggregate annual retirement
benefit accrued or payable to a Participant may not at any time within any
limitation year exceed the limitations contained in Code Section 415(b). The
maximum limitations will be determined in accordance with Code Section 415 and the
regulations thereunder.

46



# 12.3 Manner of Reduction

If the Participants
aggregate annual retirement benefit exceeds the limitations specified in this
Article, the reduction in the amount of his annual retirement benefit shall be
equal to the amount by which his aggregate annual retirement benefit exceeds
the limitations of this Article multiplied by a fraction, the numerator of which is his
annual retirement benefit (determined without regard to this Article) and the
denominator of which is his aggregate annual retirement benefit (determined
without regard to the limitations of this Article or any corresponding limitation in any
other defined benefit plan maintained by an Employer or any affiliated employer).

47



---

# ARTICLE XIII
PENSION >FUND

# 13.1 Pension Fund

The Pension Fund is maintained by the
Funding Agent for the Plan under a Funding Agreement with the Sponsor. Subject to the
provisions of Title IV of ERISA, benefits under the Plan shall be only such as can be
provided by the assets of the Pension Fund, and no liability for payment of benefits shall
be imposed upon the Employers or any Affiliated Company, or any of their officers,
employees, directors, or stockholders.

# 13.2 Contributions by
the Employers

So long as the Plan continues,
contributions will be made by the Employers at such times and in such amounts as the
Sponsor in its sole discretion shall from time to time determine, based on the advice of
the Actuary and consistent with the funding policy for the Plan. Subject to the provisions
of Section 13.5, all such contributions shall be delivered to the Funding Agent for
deposit in the Pension Fund. Participants shall make no contributions under the Plan.

# 13.3 Expenses of the Plan

The expenses of administration of the
Plan, including the expenses of the Administrator and fees of the Funding Agent and any
investment advisor, shall be paid from the Pension Fund, unless the Sponsor or an Employer
elects to make payment.

# 13.4 No Reversion

The Pension Fund shall be for the
exclusive benefit of Participants and persons claiming under or through them. All
contributions pursuant to Section 13.2 hereof shall be based on the facts then
understood by the Sponsor, shall be conditioned upon the initial qualification of the
Funding Agreement and Plan under Code Sections 401 and 501(a), and, unless otherwise
specified by the Sponsor, shall be conditioned upon deductibility of the contributions
under Code Section 404 in the year for which such contributions were made. All such
contributions shall be irrevocable and such contributions as well as the Pension Fund, or
any portion of the principal or income thereof, shall never revert to or inure to the
benefit of the Employers or any Affiliated Company except that:

|(a) | the residual amounts specified in Article XVI may be returned to the
          Employers;
|--- | -----------------------------------------------------------------------------------------

|(b) | any contributions which are made under a mistake of fact may be returned to the
          Employers within one year after the contributions were made;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

48



|(c) | any contributions made for years during which the Funding Agreement and Plan
          were not initially qualified under Code Sections 401 and 501(a) may be
          returned to the Employers within one year after the date of denial of initial
          qualification, but only if an application for determination was filed within the
          period of time prescribed under ERISA Section 403(c)(2)(B); and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | any contributions, which are not, in whole or in part, deductible under Code
          Section 404 for the year for which they were made, may to the extent such
          contributions were not so deductible, be returned to the Employers within one
          year after the disallowance of the deduction.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Sponsor shall determine, in its
sole discretion, whether the contributions described above, other than the residual
amounts described in paragraph (a), shall be returned to an Employer. If any such
contributions are to be returned, the Sponsor shall so direct the Funding Agent, in
writing, no later than ten days prior to the last day upon which they may be returned.

# 13.5 Forfeitures Not to
Increase Benefits

Any forfeitures arising from the
termination of employment or death of an Employee, or for any other reason, shall be used
to reduce Employer contributions to the Pension Fund, and shall not be applied to increase
the benefits any Participant otherwise would receive under the Plan at any time prior to
the termination of the Plan.

# 13.6 Change of Funding
Medium

The Sponsor shall have the right to
change at any time the means through which benefits under the Plan shall be provided. No
such change shall constitute a termination of the Plan or result in the diversion to the
Employers of any funds previously contributed in accordance with the Plan.

49



# ARTICLE XIV

# ADMINISTRATION

# 14.1 Authority of the
Sponsor

The Sponsor, which shall be the
administrator for purposes of ERISA and the plan administrator for purposes of the Code,
shall have all the powers and authority expressly conferred upon it herein and further
shall have the sole discretionary right, authority, and power to interpret and construe
the Plan, and to determine any disputes arising thereunder, subject to the provisions of
Section 14.3. In exercising such powers and authority, the Sponsor at all times shall
exercise good faith, apply standards of uniform application, and refrain from arbitrary
action. The Sponsor may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. The Sponsor
shall be a named fiduciary as that term is defined in ERISA
Section 402(a)(2). The Sponsor may:

|(a) | allocate any of the powers, authority, or responsibilities for the operation and
          administration of the Plan (other than trustee responsibilities as defined in
          ERISA Section 405(c)(3)) among named fiduciaries; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | designate a person or persons other than a named fiduciary to carry out any of
          such powers, authority, or responsibilities;
|--- | -------------------------------------------------------------------------------------------------------------------------------------

except that no allocation by the
Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority,
or responsibilities to another named fiduciary or a person other than a named fiduciary
shall become effective unless such allocation or designation shall first be accepted by
such named fiduciary or other person in a writing signed by it and delivered to the
Sponsor.

# 14.2 Action of the
Sponsor

Any act authorized, permitted, or
required to be taken by the Sponsor under the Plan, which has not been delegated in
accordance with Section 14.1, may be taken by a majority of the members of the board
of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting
or by the employee or employees of the Sponsor designated by the board of directors to
carry out such acts on behalf of the Sponsor. All notices, advice, directions,
certifications, approvals, and instructions required or authorized to be given by the
Sponsor under the Plan shall be in writing and signed by either (i) a majority of the
members of the board of directors of the Sponsor, or by such member or members as may be
designated by an instrument in writing, signed by all the members thereof, as having
authority to execute such documents on its behalf, or (ii) the employee or employees
of the Sponsor who have the authority to act on behalf of the Sponsor.

50



# 14.3 Claims Review
Procedure

Except to the extent that the
provisions of any applicable collective bargaining agreement provide another method of
resolving claims for benefits under the Plan, the provisions of this Section shall control
with respect to the resolution of such claims.

Whenever the Administrator decides
for whatever reason to deny, whether in whole or in part, a claim for benefits filed by
any person (hereinafter referred to as the claimant), the Administrator shall
transmit to the claimant a written notice of its decision, which notice shall be written
in a manner calculated to be understood by the claimant and shall contain a statement of
(i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent
Plan provisions on which the denial is based, and (iii) a description of any additional
material or information necessary for the claimant to perfect the claim and an explanation
of why such information is necessary. The notice shall also include a statement advising
the claimant that, within 60 days of the date on which he receives such notice, he may
obtain review of the decision of the Administrator in accordance with the procedures
hereinafter set forth.

Within the 60-day period beginning on
the date the claimant receives notice regarding disposition of his claim, the claimant or
his authorized representative may request that the claim denial be reviewed by filing with
the Administrator a written request therefor, which request shall contain the following
information:

|(a) | the date on which the claimants request was filed with the Administrator
          provided that the date on which the claimants request for review was in
          fact filed with the Administrator shall control in the event that the date of
          the actual filing is later than the date stated by the claimant pursuant to this
          paragraph;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | the specific portions of the denial of his claim which the claimant requests the
          Administrator to review;
|--- | -------------------------------------------------------------------------------------------------------------------

|(c) | a statement by the claimant setting forth the basis upon which he believes the
          Administrator should reverse its previous denial of his claim for benefits and
          accept his claim as made; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | any written material (offered as exhibits) which the claimant desires the
          Administrator to examine in its consideration of his position as stated pursuant
          to paragraph (c) of this Section.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Within 60 days of the date determined
pursuant to paragraph (a) of this Section (or, if special circumstances require an
extension, within 120 days of that date; provided that the delay and the reasons for the
delay are communicated to the claimant within the initial 60-day period), the
Administrator shall conduct a full and fair review of its decision denying the
claimants claim for benefits and shall render its written decision on review to the
claimant. The Administrators decision on review shall be written in a manner
calculated to be understood by the claimant and shall specify the reasons and Plan
provisions upon which the Administrators decision was based.

51



# 14.4 Qualified Domestic
Relations Orders

The Administrator shall establish
reasonable procedures to determine the status of domestic relations orders and to
administer distributions under domestic relations orders which are deemed to be qualified
orders. Such procedures shall be in writing and shall comply with the provisions of Code
Section 414(p) and regulations issued thereunder.

# 14.5 Indemnification

In addition to whatever rights of
indemnification the members of the board of directors of the Sponsor or any employee or
employees to whom any power, authority, or responsibility is delegated pursuant to
Section 14.2, may be entitled under the articles of incorporation, regulations, or
bylaws of the Sponsor, under any provision of law, or under any other agreement, the
Sponsor shall satisfy any liability actually and reasonably incurred by any such person or
persons, including expenses, attorneys fees, judgments, fines, and amounts paid in
settlement (other than amounts paid in settlement not approved by the Sponsor), in
connection with any threatened, pending, or completed action, suit, or proceeding which is
related to the exercise or failure to exercise by such person or persons of any of the
powers, authority, responsibilities, or discretion as provided under the Plan and the
Funding Agreement, or reasonably believed by such person or persons to be provided
thereunder, and any action taken by such person or persons in connection therewith, unless
the same is judicially determined to be the result of such persons or persons
gross negligence or willful misconduct.

# 14.6 Actions Binding

Subject to the provisions of Section
14.3, any action taken by the Sponsor which is authorized, permitted, or required under
the Plan shall be final and binding upon the Employers, the Funding Agent, all persons who
have or who claim an interest under the Plan, and all third parties dealing with the
Employers or the Funding Agent.

52



# ARTICLE XVADOPTION BY
OTHER ENTITIES

# 15.1 Adoption by
Affiliated Companies

An Affiliated Company that is not an
Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer
hereunder by causing an appropriate written instrument evidencing such adoption to be
executed in accordance with the requirements of its organizational authority. Any such
instrument shall specify the effective date of the adoption. Unless otherwise specified in
the adoption instrument, for purposes of computing the Service and Average Annual Earnings
of an Employee who is in the employ of the Employer on the effective date of the adoption,
employment with and compensation from the Employer before the effective date of the
adoption shall be treated as employment with and Earnings from an Employer. Unless
otherwise specifically provided in the adoption instrument, for purposes of computing the
Credited Service of an Employee, only employment with the Employer for periods on or after
the effective date of the adoption shall be treated as employment with an Employer. Any
Employer shall undertake to contribute its appropriate share, as determined by the
Sponsor, of any contributions made to the Funding Agent hereunder. Notwithstanding the
foregoing, however, any adoption of the Plan by an Employer shall be subject to the
receipt of a determination from the Internal Revenue Service to the effect that with
respect to such Employer the Plan meets the requirements for qualification under Code
Section 401(a), and, should an adverse determination be issued by the Internal Revenue
Service, the adoption of the Plan by said Employer shall be null and void and of no effect
whatsoever.

# 15.2 Effective Plan
Provisions

An Employer who adopts the Plan shall
be bound by the provisions of the Plan in effect at the time of the adoption and as
subsequently in effect because of any amendment to the Plan.

53



# ARTICLE XVI
AMENDMENT TERMINATION OF PLAN

# 16.1 Sponsors
Right of Amendment

The Sponsor reserves the right at any
time and from time to time, by means of a written instrument executed in the name of the
Sponsor by its duly authorized representatives, to amend or modify the Plan and, to the
extent provided therein, to amend or modify the Funding Agreement. No pension or other
benefit granted prior to the time of any amendment or modification of the Plan shall be
reduced, suspended, or discontinued as a result thereof, except to the extent necessary to
enable the Plan to meet the requirements for qualification under the Code or the
requirements of any governmental authority. Moreover, no such action shall operate to
recapture for the Employers any contributions made to the Pension Fund, except as provided
in Section 13.4 or Section 16.7.

# 16.2 Termination of the
Plan

The Sponsor reserves the right, by
means of a written instrument executed in the name of the Sponsor by its duly authorized
representatives, at any time to terminate the Plan. In the event of termination, no
further benefits shall accrue, no further contributions shall be made, except as may be
required under Title IV of ERISA or Code Section 412, and all assets remaining in the
Pension Fund, after provision has been made for payment of the expenses of administration
and liquidation in connection with the termination, shall be allocated by the Funding
Agent upon the advice of the Actuary, among the Participants and Beneficiaries of the
Plan, in the following manner and order of precedence:

(a)    
          In the case of benefits payable as an annuity,

|(1) |  | in the case of the benefit of a Participant or Beneficiary which was in pay
               status as of the beginning of the three-year period ending on the termination
               date of the Plan, to each such benefit, based on the provisions of the Plan (as
               in effect during the five-year period ending on such date) under which such
               benefit would be the least; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | in the case of a Participants or Beneficiarys benefit (other than a
               benefit described in subparagraph (1) of this paragraph) which would have
               been in pay status as of the beginning of such three-year period if the
               Participant had retired prior to the beginning of such three-year period and if
               his benefits had commenced (in the normal form of annuity under the Plan) as of
               the beginning of such period, to each such benefit based on the provisions of
               the Plan (as in effect during the five-year period ending on such date) under
               which such benefit would be the least.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

54



| | For
purposes of subparagraph (1) of this paragraph, the lowest benefit in pay status
during a three-year period shall be considered the three-year benefit in pay status for
such period.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Next,

|(1) |  | to all other benefits, if any, of individuals under the Plan guaranteed under
               Title IV of ERISA (determined without regard to ERISA
               Section 4022(b)(5)); and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | to the additional benefits, if any, which would be determined under
               subparagraph (1) of this paragraph if ERISA Section 4022(b)(6)
               did not apply.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of this paragraph, ERISA Section 4021 shall be applied without regard to
subsection (c) thereof.

(c)    
          Next, to all nonforfeitable benefits under the Plan.

(d)    
          Last, to all other benefits under the Plan.

Notwithstanding any other provision
of the Plan to the contrary, other than Sections 16.3 through 16.8, the amount
allocated to any Participant under this Section 16.2 shall be fully vested and
nonforfeitable. The Sponsor shall furnish all information reasonably required for the
purposes of making such allocations. The Funding Agent shall implement the allocations
determined under this Section among the persons for whose benefit such allocations are
made through distribution of the assets of the Pension Fund, through application of the
amounts allocated to the purchase from an insurance company of immediate or deferred
annuities, or through creation of one or more new funds for the purpose of distributing
the assets of the Pension Fund (to the extent so allocated), or by a combination of the
foregoing.

# 16.3 Adjustment of
Allocation

The amount allocated under any
paragraph of Section 16.2 with respect to any benefit shall be properly adjusted for
any allocations of assets with respect to that benefit under a prior paragraph of
Section 16.2.

# 16.4 Assets Insufficient
for Allocation

If the assets available for
allocation under any paragraph of Section 16.2 (other than paragraphs (c) and (d) are
insufficient to satisfy in full the benefits of all individuals which are described in
that paragraph, the assets shall be allocated pro rata among such individuals on the basis
of the present value (as of the date of termination of the Plan) of their respective
benefits described in that paragraph.

55



# 16.5 Assets Insufficient
for Allocation Under Paragraph (c) of Section 16.2

This Section applies if the assets
available for allocation under paragraph (c) of Section 16.2 are not sufficient to
satisfy in full the benefits of individuals described in such paragraph.

|(a) | If this Section applies, except as provided in paragraph (b), the assets
          shall be allocated to the benefits of individuals described in paragraph (c) of
          Section 16.2 on the basis of the benefits of individuals which would have
          been described in such paragraph under the Plan as in effect at the
          beginning of the five-year period ending on the date of termination of the Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | If the assets available for allocation under paragraph (a) of this Section
          are sufficient to satisfy in full the benefits described in such paragraph
          (without regard to this paragraph (b)), then for purposes of
          paragraph (a), benefits of individuals described in such paragraph shall be
          determined on the basis of the Plan as amended by the most recent Plan amendment
          effective during such five-year period under which the assets available for
          allocation are sufficient to satisfy in full the benefits of individuals
          described in paragraph (a), and any assets remaining to be allocated under
          such paragraph (a) on the basis of the Plan as amended by the next
          succeeding Plan amendment effective during such period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 16.6 Allocations
Resulting in Discrimination

If the Secretary of the Treasury
determines that the allocation made pursuant to this Article (without regard to this
Section) results in discrimination prohibited by Code Section 401(a)(4), then the
assets allocated under paragraphs (b)(2), (c), and (d) of Section 16.2 shall be
reallocated to the extent necessary to prevent the disqualification of the Plan (or any
trust or annuity contract under the Plan) under Code Section 401(a).

# 16.7 Residual Assets

Subject to the provisions of
Section 16.10 and of any applicable collective bargaining agreement, any residual
assets of the Plan shall be distributable to the Employers if:

(a)    
          all liabilities of the Plan to Participants and their beneficiaries have been
          satisfied; and

(b)    
          the distribution does not contravene any provision of law.

# 16.8 Meanings of Terms

The terms used in Sections 16.2
through 16.7 shall have, where required, the same meaning as the same terms have as used
in ERISA Section 4044; provided, however, that any term specifically defined in the
Plan shall retain its meaning as defined thereunder.

56



# 16.9 Payments by the
Funding Agent

The Funding Agent shall make the
payments specified in a written direction of the Sponsor in accordance with the provisions
of Section 16.2 until the same shall be superseded by a further written direction. The
obligation of the Funding Agent to make any payment hereunder in all events shall be
limited to the amount of the Pension Fund at the time any such payment shall become due.

# 16.10 Residual Assets
Distributable to the Employers

Upon written notice from the Sponsor
that any residual assets of the Plan are distributable to the Employers in accordance with
the provisions of Section 16.7, then the Funding Agent shall pay over such residual
assets, or an amount equal to the fair market value of that portion of such residual
assets which are not so paid, to the Employers; provided, however, that, under no
circumstances or conditions other than as set forth in this Section 16.10 and in
Section 13.4, shall any contribution of the Employers, or any portion of the proceeds
or avails thereof, ever revert, be paid, or inure to the benefit, directly or indirectly,
of the Employers or any Affiliated Company; nor shall any portion of the principal or the
income from the Pension Fund ever be used for or diverted to any purpose other than for
the exclusive benefit of Participants and persons claiming under or through them pursuant
to the Plan.

# 16.11 Withdrawal of an
Employer

Each Employer shall have the right to
withdraw from the Plan by action in accordance with its organizational authority, and by
filing with the Sponsor written notice thereof, in which event the Employer shall cease to
be an Employer for purposes of the Plan. An Employer shall be deemed automatically to
withdraw from the Plan in the event it completely discontinues contributions to the Plan
or it ceases to be an Affiliated Company.

If such withdrawal is for the purpose
of establishing or merging with a separate plan which meets the requirements for
qualification under applicable provisions of the Code, the portion of the assets of the
Pension Fund which is applicable to the withdrawing Employer, as determined by the Sponsor
upon the advice of the Actuary, on a fair and equitable basis, taking into account the
contributions made by the Employer, benefit payments made with respect to its Employees
and retired and former Employees, and other relevant factors, shall be transferred to and
become a part of the trust fund or other financing medium maintained in connection with
the separate plan, subject to the limitations on merger, consolidation, or transfers of
Plan assets set forth in Section 17.5.

57



# ARTICLE XVII

# MISCELLANEOUS

# 17.1 No Commitment as to
Employment

Nothing contained herein shall be
construed as a commitment or agreement on the part of any person to continue his
employment with his Employer, or as a commitment on the part of his Employer to continue
the employment, compensation, or benefits of any person for any period, and all employees
of an Employer shall remain subject to discharge, layoff, or disciplinary action to the
same extent as if the Plan had never been put into effect.

# 17.2 Claims of Other
Persons

Nothing in the Plan or Funding
Agreement shall be construed as giving any Participant or any other person, firm, or
corporation, any legal or equitable right as against the Employers, their officers,
employees, or directors, or as against the Funding Agent, except such rights as are
specifically provided for in the Plan or Funding Agreement or hereafter created in
accordance with the terms and provisions of the Plan.

# 17.3 Governing Law

Except as provided under Federal law,
the provisions of the Plan shall be governed by and construed in accordance with the laws
of the State or Commonwealth in which the Sponsor has its principal place of business.

# 17.4 Nonforfeitability
of Benefits Upon Termination or Partial Termination

Notwithstanding any other provision
of the Plan, in the event of the termination or a partial termination of the Plan,
including the complete discontinuation of contributions to the Plan, the rights of all
Employees who are affected by such termination to benefits accrued to the date of such
termination, to the extent funded as of such date, shall be nonforfeitable.

# 17.5 Merger,
Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or
consolidated with any other plan, nor shall any of its assets or liabilities be
transferred to another plan, unless, immediately after such merger, consolidation, or
transfer of assets or liabilities, each Participant in the Plan would receive a benefit
under the Plan which is at least equal to the benefit he would have received immediately
prior to such merger, consolidation, or transfer of assets or liabilities (assuming in
each instance that the Plan had then terminated).

58



If another qualified plan merges or
consolidates with the Plan, notwithstanding any other provision of the Plan to the
contrary, the forms of payment and other provisions that were available with respect to
benefits accrued immediately prior to the transfer or merger under such other qualified
plan and that may not be eliminated under Code Section 411(d)(6) shall continue to be
available under the Plan with respect to the benefit that the Participant would have
received immediately prior to such merger, consolidation or transfer of assets or
liabilities.

# 17.6 Funding Agreement

The Funding Agreement and the Pension
Fund maintained thereunder shall be deemed to be a part of the Plan as if fully set forth
herein and the provisions of the Funding Agreement are hereby incorporated by reference
into the Plan.

# 17.7 Benefit Offsets for
Overpayments

If a Participant or Beneficiary
receives benefits hereunder for any period in excess of the amount of benefits to which he
was entitled under the terms of the Plan as in effect for such period, such overpayment
shall be offset against current or future benefit payments, as applicable, until such time
as the overpayment is entirely recouped by the Plan.

# 17.8 Internal Revenue
Requirements

Notwithstanding any other provision
of the Plan to the contrary, to conform to the requirements of U.S. Treasury Regulations,
the benefit payable under the Plan shall be subject to the following limitations:

|(a) | If the Plan is terminated, the benefit of any Highly Compensated Employee
          shall be limited to a benefit that is nondiscriminatory under Code Section
          401(a)(4).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The annual payments in any one year to any of the 25 Highly Compensated
          Employees with the greatest compensation (hereinafter referred to as a
          restricted employee) in the current or any prior year shall not
          exceed an amount equal to the payments that would be made on behalf of the
          restricted employee under (1) a straight life annuity that is the Actuarial
          Equivalent of the restricted employees Accrued Benefit and other benefits
          to which the restricted employee is entitled under the Plan (other than a Social
          Security supplement), and (2) the amount of the payments the restricted
          employee is entitled to receive under a Social Security supplement. For purposes
          of this paragraph, benefit includes, among other benefits, loans in
          excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic
          income, any withdrawal values payable to a living employee, and any death
          benefits not provided for by insurance on the restricted employees life.
          The foregoing provisions of this paragraph shall not apply, however, if:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59



|(1) |  | After payment to a restricted employee of all benefits payable to the restricted
               employee under the Plan, the value of Plan assets equals or exceeds 110 percent
               of the value of current liabilities as defined in Code Section
               412(l)(7), (each value being determined as of the same date in accordance with
               applicable Treasury regulations);
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The value of the benefits payable under the Plan to or for a restricted employee
               is less than one percent of the value of current liabilities before
               distribution; or
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The value of benefits payable under the Plan to or for a restricted employee
               does not exceed the amount described in Code Section 411(a)(11)(A).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

# 17.9 Veterans
Reemployment Rights

Notwithstanding any other provision
of the Plan to the contrary, contributions, benefits, and service credit with respect to
qualified military service shall be provided in accordance with Code Section 414(u).

60



---

# ARTICLE XVIIITOP-HEAVY
PROVISIONS

# 18.1 Top-Heavy Plan
Definitions

For purposes of this Article, the
following terms have the following meanings.

|(a) | The compensation of an Employee means compensation as defined in
          Code Section 415 and regulations issued thereunder. In no event, however,
          shall the compensation of a Participant taken into account under the Plan for
          any Plan Year exceed (1) $200,000 for Plan Years beginning prior to January 1,
          1994, or (2) $150,000 for Plan Years beginning on or after January 1, 1994. The
          limitations set forth in the preceding sentence shall be subject to adjustment
          annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d);
          provided, however, that the dollar increase in effect on January 1 of any
          calendar year, if any, is effective for Plan Years beginning in such calendar
          year.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The determination date with respect to any Plan Year means the last
          day of the immediately preceding Plan Year.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(c) | A key employee means any Participant who is a key employee pursuant
          to the provisions of Code Section 416(i)(1) or any person claiming under or
          through such Participant.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | A non-key employee means any Employee who is not a key employee.
|--- | ------------------------------------------------------------------

|(e) | A permissive aggregation group means those plans included in an
          Employers required aggregation group together with any other plan or plans
          of the Employer or an Affiliated Company so long as the entire group of plans
          would continue to meet the requirements of Code Sections 401(a)(4) and 410.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | A required aggregation group means the group of tax-qualified plans
          maintained by an Employer or an Affiliated Company consisting of each plan in
          which a key employee participates and each other plan which enables a plan in
          which a key employee participates to meet the requirements of Code
          Section 401(a)(4) or Code Section 410, including any plan that
          terminated within the five-year period ending on the relevant determination
          date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | A super top-heavy group with respect to a particular Plan Year means
          a required or permissive aggregation group that, as of the determination date,
          would qualify as a top-heavy group under the definition in paragraph (j) of
          this Section with 90 percent substituted for
          60 percent each place where 60 percent appears
          in the definition.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61



|(h) | A super top-heavy plan with respect to a particular Plan Year means
          a plan that, as of the determination date, would qualify as a top-heavy plan
          under the definition in paragraph (k) of this Section with 90
          percent substituted for 60 percent each place where
          60 percent appears in such definition. A plan is also a super
          top-heavy plan if it is part of a super top-heavy group.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The testing period means the period of consecutive years of service,
          not in excess of five, during which an Employee has the greatest aggregate
          compensation from his Employer, excluding, however, any year which ends in a
          Plan Year beginning prior to January 1, 1984, as well as any Plan Year
          which begins after the close of the last Plan Year in which the Plan was a
          top-heavy plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) | A top-heavy group with respect to a particular Plan Year means a
          required or permissive aggregation group if the sum, as of the determination
          date, of the present value of the cumulative accrued benefits for key employees
          under all defined benefit plans included in such group and the aggregate of the
          account balances of key employees under all defined contribution plans included
          in such group exceeds 60 percent of a similar sum determined for all
          employees covered by the plans included in such group.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | A top-heavy plan with respect to a particular Plan Year means
          (i) in the case of a defined benefit plan, a plan for which, as of the
          determination date, the present value of the cumulative accrued benefits under
          the plan (within the meaning of Code Section 416(g) and the regulations and
          rulings thereunder) for key employees exceeds 60 percent of the present
          value of the cumulative accrued benefits under the plan for all employees, with
          the present value of the cumulative accrued benefits to be determined under the
          accrual method uniformly used under all plans maintained by his Employer or, if
          no such method exists, under the slowest accrual method permitted under the
          fractional accrual rate of Code Section 411(b)(1)(c), (ii), in the case of
          a defined contribution plan, a plan for which, as of the determination date, the
          aggregate of the accounts (within the meaning of Code Section 416(g) and
          the regulations and rulings thereunder) of key employees exceeds 60 percent
          of the aggregate of the accounts of all participants covered under the plan,
          with the accounts valued as of the most recent valuation date coinciding with or
          preceding the determination date, and (iii) any plan included in a required
          aggregation group that is a top-heavy group. For purposes of this paragraph, the
          accounts and accrued benefits of any employee who has not performed services for
          an Employer or an Affiliated Company during the five-year period ending on the
          determination date shall be disregarded. Notwithstanding the foregoing, if a
          plan is included in a required or permissive aggregation group which is not a
          top-heavy group, such plan shall not be a top-heavy plan. For purposes of this
          Article, the present value of the cumulative accrued benefits under the Plan
          shall be determined as of the date Plan costs for minimum funding purposes are
          computed, and shall be calculated using the actuarial assumptions otherwise
          employed under the Plan for actuarial valuations, except that the same actuarial
          assumptions shall be used for all plans within a required or permissive
          aggregation group.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

62



# 18.2 Applicability of
Top-Heavy Plan Provisions

Notwithstanding any other provision
of the Plan to the contrary, if the Plan is deemed to be a top-heavy plan for any Plan
Year, the provisions contained in this Article with respect to vesting and benefit accrual
shall be applicable with respect to such Plan Year. If the Plan is determined to be a
top-heavy plan and upon a subsequent determination date is determined no longer to be a
top-heavy plan, the vesting and benefit accrual provisions specified elsewhere in the Plan
shall again become applicable as of such subsequent determination date; provided, however,
that in the event such prior vesting provisions do again become applicable, (i) the
nonforfeitable accrued benefit of any Participant or Beneficiary shall not be reduced and
(ii) any Participant with three years of service may elect to continue to have his
nonforfeitable interest in his Accrued Benefit determined in accordance with the vesting
schedule specified in Section 18.3.

# 18.3 Top-Heavy Vesting

If the Plan is determined to be a
top-heavy plan, an Employees nonforfeitable right to a percentage of the accrued
portion of his monthly normal retirement benefit shall be determined no less rapidly than
in accordance with the following vesting schedule.

|                 | 
|---------------- | 
|Years of Service | 
|less than 3      | 
|3 or more        | 

# 18.4 Minimum Top-Heavy
Benefit

If the Plan is determined to be a
top-heavy plan, the annual normal retirement benefit of an Employee who is a non-key
employee and who is eligible therefore, payable in the form of a single life annuity
beginning at his Normal Retirement Date, shall not be less than such Employees
average compensation for years in the testing period multiplied by the lesser of:

(a)    
          Two percent multiplied by his years of Service; or

(b)    
          20 percent.

For purposes of this Article,
years of Service shall only include years of Service completed after
December 31, 1983, but shall not include any such year of Service with an Employer if
the Plan was not a top-heavy plan with respect to the Plan Year ending within such year of
Service. Any minimum benefit required by this Section 18.4 shall be made without
regard to the number of Hours of Service credited to an Employee for a Plan Year and
without regard to any Social Security contribution made by his Employer on behalf of the
Employee and without regard to whether the non-key employee was employed on a specific
date. In the event the Plan is part of a required aggregation group in which another
top-heavy plan is included, non-key employees who are also covered under such other
top-heavy plan shall not receive minimum top-heavy benefits under both top-heavy plans.
Such non-key employees shall receive the minimum top-heavy benefit provided under the Plan
in lieu of the minimum top-heavy benefit or allocation provided under such other top-heavy
plan.

63



# 18.5 Exclusion of
Collectively-Bargained Employees

Notwithstanding any other provision
of this Article, employees who are included in a unit covered by an agreement which the
Secretary of Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers shall not be included in determining whether or
not the Plan is a top-heavy plan. In addition, such employees shall not be entitled to a
minimum benefit under Section 18.4 or accelerated vesting under Section 18.3, unless
otherwise provided in the collective bargaining agreement.

EXECUTED AT _________________, ____________, this _________

day of ____________________, ________________

REMINGTON ARMS COMPANY, INC.

By: __________________________
                    
                    
            Title:

64



# Appendix A

# Investment Return Rate

The investment rate of return rate
will be 7%. For purposes of determining single sum payments, the investment return rates
under the Prior Plan were established quarterly, rounded to the nearest whole percentage
and based on the average Pension Benefit Guaranty Corporation immediate annuity rates for
the preceding quarter. In no event was the rate under the Prior Plan less than 5% or
greater than 15%.

65



# Appendix B

# Income Leveling Option (7%)

|    |  |        |  |        |  |        |  |        |  |        |  |       
|--- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------
|AGE |  |        |  |        |  |        |  |        |  |        |  | MONTHS
|61  |  | 0.9013 |  | 0.9095 |  | 0.9177 |  | 0.926  |  | 0.9342 |  | 0.9424
|60  |  | 0.814  |  | 0.8213 |  | 0.8286 |  | 0.8359 |  | 0.8431 |  | 0.8504
|59  |  | 0.7367 |  | 0.7431 |  | 0.7496 |  | 0.756  |  | 0.7625 |  | 0.7689
|58  |  | 0.6679 |  | 0.6736 |  | 0.6794 |  | 0.6851 |  | 0.6908 |  | 0.6966
|57  |  | 0.6066 |  | 0.6177 |  | 0.6168 |  | 0.622  |  | 0.6271 |  | 0.6322
|56  |  | 0.5519 |  | 0.5564 |  | 0.561  |  | 0.5656 |  | 0.5701 |  | 0.5747
|55  |  | 0.5029 |  | 0.507  |  | 0.511  |  | 0.5151 |  | 0.5192 |  | 0.5233
|54  |  | 0.4589 |  | 0.4625 |  | 0.4662 |  | 0.4699 |  | 0.4735 |  | 0.4772
|53  |  | 0.4193 |  | 0.4226 |  | 0.4259 |  | 0.4292 |  | 0.4325 |  | 0.4358
|52  |  | 0.3837 |  | 0.3867 |  | 0.3897 |  | 0.3926 |  | 0.3956 |  | 0.3986
|51  |  | 0.3516 |  | 0.3542 |  | 0.3569 |  | 0.3596 |  | 0.3623 |  | 0.365 
|50  |  | 0.3225 |  | 0.3249 |  | 0.3274 |  | 0.3298 |  | 0.3322 |  | 0.3346

66



# Appendix C
Pension Earnings Codes

|    |    |                 
|--- | -- | ----------------
|    |    |                 
|Cod | e  | Stub Description
|027 |    | Sunday OT       
|03  |    | Regular         
|031 |    | Sunday Call In  
|03V |    | Fractd Vaca     
|07  |    | Other Lump Sum  
|09  |    | Overtime        
|09M |    | Mandatory OT    
|18  |    | Call In         
|1LS |    | Reg Lump Sum    
|23  |    | Birthday        
|32  |    | Holiday Worked  
|35  |    | Hol Wkd GT 8    
|39  |    | Fire Brig OT    
|40  |    | Part Disa 50%   
|42  |    | Bereavement     
|43  |    | Jury Duty       
|44  |    | Part Disa 75%   
|46  |    | Holiday Not Wkd 
|48  |    | Fire Brig Reg   
|49  |    | Holiday Worked  
|55  |    | Doctor Appt.    
|60  |    | Full Disa Pay   
|61  |    | NY Disability   
|68  |    | Dis as Wkr Comp 
|71  |    | No Pay Disa     
|80  |    | Severance       
|81  |    | Spec Cash Award 
|82  |    | VACA Term Pay   
|84  |    | Safety Award    
|86  |    | Suggest Award   
|87  |    | Military Pay    
|91  |    | Advance Vaca    
|92  |    | Retro Regular   
|93  |    | Retro OT        
|94  |    | Retro Sun OT    
|SKP | Y3 | Sic Py 3rd Pty  
|WKC | MP | Wkrs Comp Disab 

67



|    |    |                
|--- | -- | ---------------
|    |    |                
|1   |    | Regular        
|1LS |    | Reg Lump Sum   
|2   |    | Holiday        
|21  |    | Holiday Allow  
|22  |    | Bereavement    
|24  |    | Float Holiday  
|25  |    | Holiday Worked 
|27  |    | Jury Duty      
|3   |    | Fractd Vaca    
|31  |    | Advanced Vaca  
|33  |    | Vac in Lieu Dis
|4   |    | Full Disab Pay 
|41  |    | Part Disab Pay 
|5   |    | Overtime       
|51  |    | Sunday Overtime
|511 |    | Sun OT No SIP  
|52  |    | Call In        
|54  |    | Holiday Wkd OT 
|6   |    | Doubletime     
|62  |    | Call In Dbltime
|64  |    | Holiday GT 8   
|7   |    | Other          
|73  |    | Military Pay   
|74  |    | Military Allow 
|75  |    | Severance Pay  
|81  |    | Spec Cash Award
|82  |    | Vaca Term Pay  
|83  |    | Suggest Award  
|84  |    | Safety Award   
|9   |    | Vaca OT Allow  
|92  |    | Retro Regular  
|93  |    | Retro OT       
|94  |    | Retro Sun OT   
|97  |    | Holiday No SIP 
|98  |    | Disa Pay No SIP
|99  |    | Vaca No SIP    
|SKP | Y3 | Sick Py 3rd Pty
|WKC | MP | Wkrs Comp Disab
|1   |    | Regular        
|1LS |    | Reg Lump Sum   
|2ND | SP | 2nd Shift Pay  
|3RD | SP | 3rd Shift Pay  
|CAW | RD | Spec Cash Award
|DBL | TI | Doubletime     

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|    |    |                
|--- | -- | ---------------
|    |    |                
|DIS | A  | Disability     
|DIS | CR | Discretion Awrd
|EXS | P  | Exmpt Shift Pay
|FDI | SA | Full Disa Pay  
|ICN | PN | IC Pymt Nonpen 
|ICP | EN | Incen Comp Pymt
|ILN | CA | Call In Sunday 
|ILN | CI | Call In        
|INS | PY | Ins Policy Pymt
|JUR | Y  | Jury Duty Pay  
|LON | CI | Call In        
|LTD | PY | Long Term Disab
|MIL | PY | Military Pay   
|MME | A  | MiscMvgExpAllow
|NTM | VG | Non Tax Mvg Exp
|OT  |    | Overtime       
|OTH | ER | Other          
|OTS | TR | OT Strait Time 
|PAR | DI | Part Disa Pay  
|PSN | PN | ProShPymtNonpen
|PSP | EN | Pro Sh Pymt Pen
|RET | RO | Retroactive Pay
|SAL | CN | Sal Continuance
|SER | PI | SERP CY Int    
|SER | PM | SERP Co. Match 
|SER | PP | SERP Mtch Pr Yr
|SEV | ER | Severance      
|SEV | RN | Severance      
|SFA | WD | Safety Award   
|SGA | WD | Suggest Award  
|SKP | Y3 | Sick Py 3rd Pty
|SOB | V  | Stk Opt Bon Val
|SOD | SV | StkOptDefShrVal
|SOG | V  | Stk Opt Grt Val
|SPB | ON | Special Bonus  
|SPC | PA | Special Pay    
|SRP | YD | SERP Def Svg   
|SRP | YI | SERP Svg Int PY
|SRP | YM | SERP Co Mtch PY
|SRP | YS | SERP Mth&Int CY
|TXM | VG | Txbl Moving Exp
|VAC | A  | Vacation       
|VAC | TP | Vaca Term Pay  

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|    |    |                
|--- | -- | ---------------
|    |    |                
|WCI | CP | Wrkg Cap IC Pay
|WKC | MP | Wkrs Comp Disab
|SRP | YR | SERP Pen Reg Py
|SRP | YT | SERP Pay FICA  

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# Appendix D
Participating Locations/Divisions

|                        |  |              
|----------------------- |  | -------------
|Location/Division       |  | Date of Entry
|Ada, Oklahoma           |  | 12/1/93      
|Findlay, Ohio           |  | 12/1/93      
|Madison, North Carolina |  | 04/1/96      
|Ilion, New York         |  | 12/1/93      
|Lonoke, Arkansas        |  | 12/1/93      
|Lexington, Missouri     |  | 12/1/93      
|Wilmington, Delaware    |  | 12/1/93      
|Elizabethtown, Kentucky |  | 11/1/94      
|Bentonville, Arkansas   |  | 12/1/93      
|Mayfield, Kentucky      |  | 12/1/96      

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