Exhibit 10.45


 


THE
ROCKWOOD SPECIALTIES INC.


 


MONEY
PURCHASE PENSION PLAN


 


As Amended
and Restated Effective as of January 1, 2008


 


(Except as
otherwise Provided)


 


1

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
  1.1

  	
  Account

  	
  2

  
	
  1.2

  	
  Account Balance

  	
  2

  
	
  1.3

  	
  Administrative Committee

  	
  2

  
	
  1.4

  	
  Affiliate

  	
  2

  
	
  1.5

  	
  Annuity Contract

  	
  2

  
	
  1.6

  	
  Beneficiary

  	
  2

  
	
  1.7

  	
  Benefit Commencement Date

  	
  2

  
	
  1.8

  	
  Break-in-Service

  	
  2

  
	
  1.9

  	
  Code

  	
  3

  
	
  1.10

  	
  Company

  	
  3

  
	
  1.11

  	
  Compensation

  	
  3

  
	
  1.12

  	
  Defined Benefit Plan

  	
  5

  
	
  1.13

  	
  Defined Contribution Plan

  	
  5

  
	
  1.14

  	
  Disability

  	
  5

  
	
  1.15

  	
  Effective Date

  	
  5

  
	
  1.16

  	
  Eligible Employee

  	
  5

  
	
  1.17

  	
  Employee

  	
  6

  
	
  1.18

  	
  Employer

  	
  6

  
	
  1.19

  	
  Employer Contributions

  	
  6

  
	
  1.20

  	
  Employment

  	
  6

  
	
  1.21

  	
  Employment Commencement Date

  	
  6

  
	
  1.22

  	
  Entry Date

  	
  6

  
	
  1.23

  	
  ERISA

  	
  6

  
	
  1.24

  	
  Highly Compensated Employee

  	
  6

  
	
  1.25

  	
  Hour of Service

  	
  7

  
	
  1.26

  	
  Investment Fund

  	
  8

  
	
  1.27

  	
  Investment Manager

  	
  8

  
	
  1.28

  	
  Leased Employee

  	
  8

  
	
  1.29

  	
  Leave of Absence

  	
  8

  
	
  1.30

  	
  Normal Retirement Age

  	
  8

  
	
  1.31

  	
  Participant

  	
  8

  
	
  1.32

  	
  Participating Affiliate

  	
  8

  
	
  1.33

  	
  Period of Service

  	
  8

  
	
  1.34

  	
  Period of Severance

  	
  8

  
	
  1.35

  	
  Plan

  	
  8

  
	
  1.36

  	
  Plan Year

  	
  8

  
	
  1.37

  	
  Qualified Joint and Survivor
  Annuity

  	
  9

  
	
  1.38

  	
  Qualified Pre-Retirement Survivor
  Annuity

  	
  9

  
	
  1.39

  	
  Reduction in Force

  	
  9

  
	
  1.40

  	
  Severance from Service Date

  	
  9

  



 


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  1.41

  	
  Spousal Consent

  	
  9

  
	
  1.42

  	
  Spouse

  	
  9

  
	
  1.43

  	
  Surviving Spouse

  	
  9

  
	
  1.44

  	
  Termination of Employment

  	
  9

  
	
  1.45

  	
  Trust

  	
  10

  
	
  1.46

  	
  Trust Agreement

  	
  10

  
	
  1.47

  	
  Trustee

  	
  10

  
	
  1.48

  	
  Valuation Date

  	
  10

  
	
  1.49

  	
  Vesting Service

  	
  10

  
	
  1.50

  	
  Year of Service

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  11

  
	
  2.1

  	
  Admission as a Participant

  	
  11

  
	
  2.2

  	
  Rehired Employees

  	
  11

  
	
  2.3

  	
  Termination of Participation

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III CONTRIBUTIONS

  	
  13

  
	
  3.1

  	
  Employer Contributions

  	
  13

  
	
  3.2

  	
  Participant Contributions

  	
  13

  
	
  3.3

  	
  Timing of Contributions

  	
  13

  
	
  3.4

  	
  Forfeitures

  	
  14

  
	
  3.5

  	
  Limitation on Allocations

  	
  14

  
	
  3.6

  	
  [Reserved]

  	
  16

  
	
  3.7

  	
  Return of Employer Contributions
  Under Special Circumstances

  	
  16

  
	
  3.8

  	
  Contributions Conditioned on
  Deductibility

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV ACCOUNTS, INVESTMENTS AND ALLOCATIONS

  	
  18

  
	
  4.1

  	
  Establishment of Participant
  Accounts

  	
  18

  
	
  4.2

  	
  Investment of Funds

  	
  18

  
	
  4.3

  	
  Allocation of Earnings to Accounts

  	
  18

  
	
  4.4

  	
  Allocation Report

  	
  18

  
	
  4.5

  	
  Allocation Corrections

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE V VESTING AND TOP-HEAVY PROVISIONS

  	
  19

  
	
  5.1

  	
  Determination of Vesting

  	
  19

  
	
  5.2

  	
  Rules for Crediting Vesting
  Service

  	
  19

  
	
  5.3

  	
  Rules for Crediting; Service
  Upon Termination of Employment

  	
  20

  
	
  5.4

  	
  Top-Heavy Provisions

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI AMOUNT AND PAYMENT OF BENEFITS TO PARTICIPANTS,

  	
  25

  
	
  6.1

  	
  Termination of Employment

  	
  25

  
	
  6.2

  	
  Age 70-1/2 Distributions

  	
  26

  
	
  6.3

  	
  No In-Service Withdrawals or Loans

  	
  26

  
	
  6.4

  	
  Minimum Required Distributions

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII FORMS OF PAYMENT OF ACCOUNTS

  	
  31

  
	
  7.1

  	
  Methods of Distribution

  	
  31

  



 


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  7.2

  	
  Election of Optional Forms

  	
  31

  
	
  7.3

  	
  Direct Rollovers

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII DEATH BENEFITS

  	
  34

  
	
  8.1

  	
  Payment of Account Balances

  	
  34

  
	
  8.2

  	
  Beneficiary

  	
  34

  
	
  8.3

  	
  Required Commencement

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX FIDUCIARIES

  	
  36

  
	
  9.1

  	
  Named Fiduciaries

  	
  36

  
	
  9.2

  	
  Employment of Advisers

  	
  36

  
	
  9.3

  	
  Multiple Fiduciary Capacities

  	
  36

  
	
  9.4

  	
  Payment of Expenses

  	
  36

  
	
  9.5

  	
  Indemnification

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE X TRUSTEE AND TRUST FUND

  	
  38

  
	
  10.1

  	
  Establishment of Trust

  	
  38

  
	
  10.2

  	
  Powers and Duties of the Trustee

  	
  38

  
	
  10.3

  	
  Exclusive Benefit

  	
  38

  
	
  10.4

  	
  Delegation of Responsibility

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI PLAN ADMINISTRATION

  	
  39

  
	
  11.1

  	
  The Administrative Committee

  	
  39

  
	
  11.2

  	
  Administrative Committee Powers and
  Duties

  	
  39

  
	
  11.3

  	
  Claims Procedure

  	
  40

  
	
  11.4

  	
  Delegation of Responsibility

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII MANAGEMENT, CONTROL AND INVESTMENT OF PLAN ASSETS

  	
  43

  
	
  12.1

  	
  Investment Funds

  	
  43

  
	
  12.2

  	
  Valuation of Accounts

  	
  43

  
	
  12.3

  	
  Investment in Insurance Contract

  	
  43

  
	
  12.4

  	
  The Investment Manager

  	
  43

  
	
  12.5

  	
  Compensation

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII PLAN AMENDMENT OR TERMINATION

  	
  45

  
	
  13.1

  	
  Plan Amendment

  	
  45

  
	
  13.2

  	
  Limitations of Plan Amendment

  	
  45

  
	
  13.3

  	
  Right of the Company to Terminate
  Plan

  	
  45

  
	
  13.4

  	
  Effect of Partial or Complete
  Termination

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV MISCELLANEOUS PROVISIONS

  	
  47

  
	
  14.1

  	
  Plan Not a Contract of Employment

  	
  47

  
	
  14.2

  	
  Source of Benefits

  	
  47

  
	
  14.3

  	
  Benefits Not Assignable

  	
  47

  
	
  14.4

  	
  Domestic Relations Orders

  	
  47

  
	
  14.5

  	
  Benefits Payable to Minors,
  Incompetents and Others

  	
  47

  
	
  14.6

  	
  Merger or Transfer of Assets

  	
  48

  



 


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  14.7

  	
  Participation in the Plan by an
  Affiliate

  	
  48

  
	
  14.8

  	
  Action by the Company or a
  Participating Affiliate

  	
  48

  
	
  14.9

  	
  Provision of Information

  	
  48

  
	
  14.10

  	
  Notice of Address

  	
  49

  
	
  14.11

  	
  Controlling Law

  	
  49

  
	
  14.12

  	
  Military Service

  	
  49

  
	
  14.13

  	
  Conditional Adoption

  	
  49

  
	
  14.14

  	
  Word Usage and Article and
  Section References

  	
  49

  
	
  14.15

  	
  Effect of Mistake

  	
  49

  



 


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INTRODUCTION


 


Effective as
of January 1, 1989, Laporte Inc. established The Laporte Inc. Money
Purchase Pension Plan (the “Plan”). The Plan was amended from time to time for
administrative reasons, to reflect changes in the Laporte Inc. corporate
structure, and to comply with changes in relevant law.


 


The Plan was amended and restated effective
as of January 1, 1997 (except where otherwise indicated), to comply with
the Uruguay Round Agreements Act (“GATT”), the Uniformed Services Employment
and Reemployment Rights Act of 1994 (“USERRA”), the Small Business Job
Protection Act of 1996 (“SBJPA”), the Taxpayer Relief Act of 1997 (“TRA ‘97”),
the Internal Revenue Service Restructuring and Reform Act of 1998 (“RRA ‘98”)
and the Community Renewal Tax Relief Act of 2000 (“CRA”) (collectively known as
“GUST”), and other changes in applicable law. Effective as of March 1,
2001, the Plan name was changed to The Rockwood Specialties Inc. Money Pension
Plan to reflect the acquisition of Laporte Inc. by Rockwood Specialties Inc.
(the “Company”). This Plan, was amended and restated effective as of January 1,
1997 (except where otherwise indicated) to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), and is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and any guidance issued thereunder. The
Plan is hereby amended and restated effective as of January 1, 2008 to
incorporate all effective prior amendments since the Plan’s last amendment and
restatement, and to reflect applicable legislative changes, including changes
under the Pension Protection Act of 2006, changes under EGTRRA, and the final
regulations under Code Section 415.


 


The Company intends that this Plan and
related Trust qualify under all applicable provisions of the Internal Revenue
Code of 1986, as amended (the “Code”), and the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and each of the terms of this Plan
and Trust shall be so interpreted.


 


The benefits provided under the Plan to any
participant who terminates Employment, retires or dies while employed by the
Company or any Affiliate thereof shall be determined in accordance with the
provisions of the Plan as in effect on the date of such Termination of
Employment, unless such person is thereafter reemployed and again becomes a
Participant in the Plan.


 


1

















 


ARTICLE I


 


DEFINITIONS


 


Each of the following terms shall have the meaning
set forth in this Article I for purposes of this Plan:


 


1.1                                 Account  shall mean the separate account established
and maintained for each Participant pursuant to Section 4.1.


 


1.2                                 Account
Balance  shall mean the value of a
Participant’s Account determined as of the applicable Valuation Date.


 


1.3                                 Administrative
Committee  shall mean the committee
appointed pursuant to, and having the responsibilities specified in, Article XI
of the Plan.


 


1.4                                 Affiliate  shall mean any corporation or unincorporated
trade or business (other than the Company) while it is: (a) a member of a
controlled group of corporations (within the meaning of Code Section 414(b))
of which the Company is a member; (b) a trade or business under “common
control” (within the meaning of Code Section 414(c)) with the Company; (c) a
member of an “affiliated service group” (within the meaning of Code Section 414(m))
which includes the Company; or (d) any other entity required to be
aggregated with the Company under Code Section 414(o).


 


Notwithstanding the foregoing, for purposes of
applying Code Section 414 (b) and (c) to Code Section 415,
the phrase “more than 50 percent” shall be substituted for the phrase “at least
80 percent” each place it appears in Code Section 1563(a)(1).


 


1.5                                 Annuity
Contract  shall mean an individual or
group annuity contract issued by an insurance company providing periodic
benefits, whether fixed, variable or both, the benefits or value of which a
Participant or Beneficiary cannot transfer, sell, assign, discount, or pledge
as collateral for a loan or as security for the performance of an obligation,
or for any other purpose, to any person other than the issuer thereof. The
terms of any Annuity Contract distributed by the Plan to a Participant or
Beneficiary shall comply with the terms of this Plan.


 


1.6                                 Beneficiary  shall mean the person or persons entitled to
receive any payment of benefits from the Plan upon a Participant’s death, as
determined in accordance with Section 8.2.


 


1.7                                 Benefit
Commencement Date  shall mean the
first day of the first period for which an annuity benefit is payable to the
Participant under the Plan or, if a Participant’s benefit is not payable in the
form of an annuity, the first day on which all events have occurred that
entitle the Participant to receive his or her benefit.


 


1.8                                 Break-in-Service  shall mean a one-year period of severance
determined on the basis of a 12-consecutive-month period beginning on the
severance from service date and ending on the first anniversary of such date,
provided that the Employee during such 12-consecutive-month period does not
perform an hour of service (within the meaning of Section 2530.200b-2(a)(1) of
the U.S. Department of Labor Regulations) for the Employer; provided, however, (a) if
an 


 


2

















 


Employee
severs from service as a result of quit, discharge or retirement and then
returns to service within 12 months, the period of severance shall be deemed a
period of service, and (b) if an Employee is absent from service for any
reason other than quit, discharge, retirement or death and during the absence a
quit, discharge or retirement occurs, the period of time between the severance
from service date (i.e., the date of quit, discharge or retirement) and the
first anniversary of the date on which the employee was first absent shall be
taken in account, if the employee returns to service on or before such first
anniversary date.


 


Solely for purposes of
determining whether a Break-in-Service has occurred, an Employee who is absent
from work for any period  by reason of
the (a) pregnancy of the Employee (b) the birth of a child of the
Employee, (c) the placement of a child with the Employee in connection
with the adoption of such child by such Employee, or (d) caring for such
child for a period beginning immediately following such birth or placement,
shall be credited with a sufficient Period of Service to prevent a
Break-in-Service; provided, however, the Employee shall have a Severance from
Service Date which is the second anniversary of the first day of such absence
if the Employee is absent from service beyond the first anniversary of the
first day of such absence. The period between the first and second
anniversaries of the first day of absence from work shall not be deemed a
period of service nor a period of severance.


 


An Employee who is reemployed
and is subject to reemployment under the Uniformed Services Reemployment Rights
Act of 1994 (“USERRA”) shall not be treated as having incurred a Break in
Service by reason of the individual’s period of qualified military service as
defined in USERRA.


 


For purposes of this Section 1.8, a “severance
from service” shall occur on the earlier of (a) the date on which an
Employee quits, retires, is discharged or dies, or (ii) the first
anniversary of the first date of a period in which an Employee remains absent
from service (with or without pay) with the Employer for any reason other than
quit, retirement, discharge or death, such as vacation, holiday, sickness,
disability, leave of absence or layoff.


 


1.9                                 Code  shall mean the Internal Revenue Code of 1986,
as now in effect or as amended from time to time. A reference to a specific
provision of the Code shall include such provision, any successor provision,
and any applicable regulations pertaining thereto.


 


1.10                           Company  shall mean Rockwood Specialties Inc. or any
successor legal entity.


 


1.11                           Compensation  shall mean all remuneration for services
rendered paid by the Employer to an Employee, including, without limitation,
bonuses, overtime and commissions, but excluding amounts paid or reimbursed by
the Employer for moving expenses incurred by an Employee to the extent that at
the time of payment it is reasonable to believe such amounts are deductible by
the Employee under Code Section 217, the value of any non-qualified stock
option granted to a Highly Compensated Employee by the Employer, amounts paid
to a Highly Compensated Employee to enable such Employee to pay taxes on
certain items of compensation received from the Employer, and items which be
excluded from the definition of “compensation” within the meaning of Treas.
Reg. Section 1.415-2(d)(3). 
Compensation includes compensation which is not currently includible in
the Participant’s gross income by reason of the application of Code Section 125,
Code Section 402(e)(3) or Code Section 402(h)(1)(B). Effective
as of January 1, 2001, 


 


3

















 


Compensation
shall also include amounts includible in the Employee’s gross income by reason
of the application of Code Section 132(f).


 


Notwithstanding the foregoing, the
Compensation taken into account for an Employee for any Plan Year shall not
exceed $150,000, as adjusted pursuant to Code Section 401(a)(17) (the “Code
Section 401(a)(17) limitation”). For the 2001 Plan Year, the Code Section 401(a)(17)
limitation is $170,000. Effective for Plan Years beginning after December 31,
2001, Compensation taken into account for an Employee for a Plan Year shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of
the Code.


 


Effective for January 1, 2008, Limitation
Compensation shall also include Post-Severance Compensation.  “Post-Severance Compensation” means, for
Limitation Years that begin on or after January 1, 2008, the following
amount(s) that would have been included in the definition of Limitation
Compensation if the amounts were paid prior to the Employee’s Severance from
Service Date from employment with the Employer, provided such amount(s) are
paid to the Employee by the later of 21⁄2 months after the Employee’s Severance
from Service Date from employment with the Employer or the end of the
Limitation Year that includes the Severance from Service Date from employment
with the Employer:


 


(i)                                     The
payment is regular compensation for services during the Employee’s regular
working hours, or compensation for services outside the Employee’s regular
working hours (such as overtime or shift differential), commissions, bonuses,
or other similar payments; and


 


(ii)                                  The
payment would have been paid to the Employee prior to a Severance from Service
Date from employment if the Employee had continued in employment with the
Employer.


 


Post-Severance Compensation
shall also include:


 


(i)                                     Payment
for unused accrued bona fide sick, vacation, or other leave, but only if the
Employee would have been able to use the leave if employment had continued; or


 


(ii)                                  Received
by an Employee pursuant to a nonqualified unfunded deferred compensation plan,
but only if the payment would have been paid to the Employee at the same time
if the Employee had continued in employment with the Employer and only to that
the payment is includible in the Employee’s gross income.


 


Any other payment that is not described shall not be
considered Post-Severance Compensation if paid after the Severance from Service
Date from employment with the Employer, even if paid within the time period
described above. Accordingly, Post-Severance Compensation shall not include
severance pay, or parachute payments within the meaning of Code Section 280G(b)(2),
if they are paid after the Severance from Service Date from employment with the
Employer, and shall not include post-severance payments under a non-qualified
unfunded deferred compensation plan unless the payments would have been paid at
that time without regard to the severance from employment.


 


4

















 


1.12                           Defined
Benefit Plan  shall mean any plan of
the type defined in Code Section 414(j) maintained by the Company or
an Affiliate.


 


1.13                           Defined
Contribution Plan  shall mean any
plan of the type defined in Code Section 414(i) maintained by the
Company or an Affiliate.


 


1.14                           Disability  shall mean a Participant’s total and
permanent inability to meet the requirements of the Participant’s customary
employment in a satisfactory manner by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months; provided, however, that such disability:


 


(a)                                  was not contracted,
suffered, or incurred while the Participant was engaged in, or did not result
from his or her having engaged in, a criminal enterprise; or


 


(b)                                 was not sustained
while the Participant was employed by anyone other than the Company or an
Affiliate. A Participant shall not be considered to have a Disability unless he
or she furnishes proof of the existence of such Disability to the
Administrative Committee in the form and manner, and at such time, as the
Administrative Committee may request.


 


1.15                           Effective
Date  shall mean January 1,
2008.


 


1.16                           Eligible
Employee  shall mean all Employees of
the Employer other than: (a) Employees included in a unit of employees
covered by a collective bargaining agreement between the Employer and an
employee representative (not including any organization more than half of whose
members are owners, officers or executives of the Employer) in the negotiation
of which retirement benefits were the subject of good faith bargaining, unless
such bargaining agreement specifically provides for participation in the Plan; (b) Leased
Employees and other individuals providing services to the Employer pursuant to
an agreement between the Employer and a third party, even if they are not “leased
employees” under Code Section 414(n); (c) “seconded employees” who
participate in any non-United States pension plan sponsored by the Company or
any Affiliate; (d) individuals providing services pursuant to contracts designating
them as independent contractors or consultants, or individuals designated by
the Employer as independent contractors or consultants; and (e) any other
individual who is compensated, directly or indirectly, by the Employer and with
respect to whom such compensation is not treated by the Employer at the time of
payment as being subject to statutorily required payroll tax withholding, such
as withholding of federal and/or state income tax and/or withholding of the
Employee’s share of Social Security tax, provided that statutorily required
backup withholding shall not be considered to be payroll tax withholding. The
foregoing exclusions from the definition of “Eligible Employee” shall apply
notwithstanding any contrary determination of employee status by any court or
governmental agency including, but not limited to, the Internal Revenue Service
or the Department of Labor.


 


Effective July 31, 2004, an employee of the Sachtleben Company
shall become an Eligible Employee under the Plan in accordance with this Section 1.16
and shall be eligible to participate in the Plan in accordance with Section 2.1.


 


5

















 


Effective January 1, 2005, an employee of Oakite Products, Inc.
shall become an Eligible Employee under the Plan in accordance with this Section 1.16
of the Plan and shall be eligible to participate in the Plan in accordance with
Section 2.1.


 


Effective January 1, 2007, an employee of Chemetall Foote Corp.
and an employee of CeramTec North America Innovative Ceramic Engineering
Corporation shall become an Eligible Employee under the Plan in accordance with
Section 1.16 of the Plan and shall be eligible to participate in the Plan
in accordance with Section 2.1.


 


1.17                           Employee  shall mean any person in an employee-employer
relationship with the Company or an Affiliate and shall include Leased
Employees. Notwithstanding the foregoing, if such Leased Employees do not
constitute more than 20% of the nonhighly compensated work force, within the
meaning of Code Section 414(n)(5)(C)(ii), of the Company and its
Affiliates, the term “Employee” shall not include those Leased Employees
covered by a plan described in Code Section 414(n)(5).


 


1.18                           Employer  shall mean the Company and each Participating
Affiliate in the Plan pursuant to Section 14.7.


 


1.19                           Employer
Contributions  shall mean any
contribution to the Plan made by the Employer and allocated to a Participant’s
Account in accordance with Section 3.1.


 


1.20                           Employment  shall mean services performed for the Company
or an Affiliate.


 


1.21                           Employment
Commencement Date  shall mean the
date on which an Employee first performs an Hour of Service.


 


1.22                           Entry
Date  shall mean the first day of
every calendar month.


 


1.23                           ERISA  shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time. Reference to a specific
provision of ERISA shall include such provision, any successor provision and
any applicable regulation pertaining thereto.


 


1.24                           Highly
Compensated Employee  shall mean,
with respect to any Plan Year, an Employee who performs services for the
Company or any Affiliate during the Plan Year, and:


 


(a)                                  was a 5% owner (as
defined in Code Section 414(q)(2)) during the Plan Year or the preceding
Plan Year; or


 


(b)                                 had compensation (as
defined in Code Section 415(c)(3)) in excess of $80,000, as adjusted in
accordance with Code Section 415(d), for the preceding Plan Year and was
in the top-paid group of employees for such preceding Plan Year. The top-paid
group of employees is the group consisting of the top 20% of employees when
ranked on the basis of compensation.


 


A former Employee shall be treated as a
Highly Compensated Employee if such Employee was a Highly Compensated Employee
when he or she separated from service or at any time after attaining age 55.


 


6

















 


The determination of who is a Highly
Compensated Employee shall be made in accordance with Code Section 414(q).


 


1.25                           Hour
of Service  shall mean service
credited in accordance with the elapsed time method under Treas. Reg
§1.410(a)-7.  Accordingly, for purposes
of the Employee’s rights with respect to eligibility to participate, vesting
and benefit accrual, the Plan shall credit the period of time which elapses
while the Employee is employed (i.e., while the employment relationship exists)
with the Employer, regardless of the actual number of hours he or she completes
during such period. An Employee’s service shall be taken into account for
purposes of eligibility to participate and vesting as of the date he or she
first performs an hour of service within the meaning of Treas. Reg.
§2530.200b-2(a)(1) for the Employer. Service shall be taken into account
for the period of time from the date the Employee first performs such an hour
of service until the date he or she severs from service with the Employer.


 


The date an Employee severs from service
shall be the earlier of the date the Employee quits, is discharged, retires or
dies, or the first anniversary of the date the employee is absent from service
for any other reason (e.g., disability, vacation, leave of absence, layoff,
etc.). If an Employee is granted a leave of absence (and if no intervening
event occurs), the Severance from Service Date shall occur one year after the
date the Employee was first absent on leave, and this one year of absence shall
be taken into account as service for the Employee. A quit, discharge,
retirement or death within the year after the beginning of an absence for any
other reason shall result in an immediate severance from service.


 


For purposes of eligibility to participate
and vesting, an Employee who has severed from service by reason of a quit,
discharge or retirement may be entitled to have a period of time of 12 months
or less taken into account by the Employer if the Employee returns to service
within a certain period of time and performs an hour of service within the
meaning of Treas. Reg. §2530.200b-2(a)(1). In general, the period of time
during which the Employee must return to service shall begin on the date the
Employee severs from service as a result of a quit, discharge or retirement and
ends on the first anniversary of such date. However, if the Employee is absent
for any other reason (e.g., layoff) and then quits, is discharged or retires,
the period of time during which the Employee may return and receive credit
shall begin on the Severance from Service Date and end one year after the first
day of absence (e.g., first day of layoff). A severance from service (e.g., a
quit), or an absence (e.g., layoff) followed by a severance from service, shall
not result in a period of time of more than one year being required to be taken
into account after an Employee severs from service or is absent from service.


 


For purposes of benefit accrual, an Employee
shall be entitled to have his or her service taken into account from the date
he or she begins to participate in the Plan until the Severance from Service
Date. Periods of severance under any circumstances are not required to be taken
into account.


 


Prior to January 1, 2002, an Hour of Service was determined under
the general method of crediting service for an Employee under Treas. Reg.
§2530.200b-2 (i.e., actual counting of hours of service during the applicable
12-consecutive-month computation period), and/or the equivalencies set forth in
Treas. Reg. §2530.200b-3. Accordingly, an Employee received a year’s credit (in
units of years of service or years of participation) for a computation period
during 


 


7

















 


which the Employee was credited
with a specified number of hours of service. An Employee’s rights with respect
to eligibility to participate, vesting and benefit accrual was determined by
totaling the number of years’ credit to which an Employee was entitled.


 


1.26                           Investment
Fund  shall mean an investment fund,
if any, in which the Trust may be invested pursuant to Section 12.1.


 


1.27                           Investment
Manager  shall mean any person
appointed pursuant to Section 12.4 having the power to direct the
investment of assets in accordance with that Section.


 


1.28                           Leased
Employee  shall mean, pursuant to
Code Section 414(n), any person who is not a common law employee of the
Company or an Affiliate and who provides services to the Company or an
Affiliate if


 


(a)                                  Such services are provided
pursuant to an agreement between the Company or the Affiliate and any other
person (called a “leasing company”);


 


(b)                                 Such person has
performed such services for the Company or the Affiliate on a substantially
full-time basis for a period of at least one year; and


 


(c)                                  Such services are
performed under primary direction or control by the Company or the Affiliate.


 


1.29                           Leave
of Absence  shall mean a leave
granted by the Employer or an Affiliate in accordance with its standard
personnel policies applied in a nondiscriminatory manner to all Employees
similarly situated. Leave of Absence shall also include an unpaid leave under
the Family and Medical Leave Act of 1993.


 


1.30                           Normal
Retirement Age  shall mean age 65.


 


1.31                           Participant  shall mean an Employee who has commenced, but
not terminated, participation in the Plan as provided in Article II.


 


1.32                           Participating
Affiliate  shall mean any Affiliate
which has duly adopted the Plan with the consent of the Company and has not
withdrawn therefrom.


 


1.33                           Period
of Service  shall mean a period
beginning on an Employee’s Employment Commencement Date and ending on the
Employee’s Severance from Service Date.


 


1.34                           Period
of Severance  shall mean a period
beginning on an Employee’s Severance from Service Date and ending on the date
the Employee earns an Hour of Service.


 


1.35                           Plan  shall mean The Rockwood Specialties Inc.
Money Purchase Pension Plan and any amendments thereto.


 


1.36                           Plan
Year  shall mean the calendar year.


 


8

















 


1.37                           Qualified
Joint and Survivor Annuity  shall
mean an Annuity Contract purchased from an insurance company with a Participant’s
distribution amount which is payable for the life of the Participant with a
survivor annuity continuing after the Participant’s death to the Participant’s
Surviving Spouse for the Surviving Spouse’s life in an amount which is equal to
50% of the amount of the annuity payable to the Participant.


 


1.38                           Qualified
Pre-Retirement Survivor Annuity 
shall mean an Annuity Contract purchased from an insurance company with
a Participant’s vested Account Balance providing level monthly benefits for the
lifetime of the Participant’s Surviving Spouse.


 


1.39                           Reduction
in  Force  shall mean the reduction of an Employer’s
workforce due to a voluntary or involuntary Termination of Employment where the
Participant is  eligible to receive
severance pay and/or severance benefits under an employment termination program
or severance plan, program or arrangement offered by an Employer to at least 5
Participants within a period not exceeding 6 months.


 


1.40                           Severance
from Service Date  shall mean the
earlier of (a) the date the Employee quits, retires, is discharged, or
dies, or (b) the first anniversary of the first date of a period in which
an Employee is  absent for any
other reason; provided, however,
that an Employee shall not experience a Severance from Service Date while the
Employee is on lay-off or Leave of Absence if the Employee returns to
Employment immediately following the end of the lay-off or Leave of Absence. If
the Employee does not return to Employment immediately following the end of the
lay-off or Leave of Absence, such Employee shall be deemed to have had a
Severance from Service Date as of his first day of absence due to lay-off or
Leave of Absence.


 


1.41                           Spousal
Consent  shall mean the written
consent of a Participant’s Surviving Spouse to an election or designation by
the Participant under the Plan. Such consent shall acknowledge the effect of
the Participant’s election or designation, shall specify the alternate
Beneficiary or form of benefit (if not a  general
consent), as applicable, and shall be witnessed by either a representative of
the Administrative Committee or a notary public Spousal Consent shall not be
necessary if the Participant establishes to the satisfaction of the
Administrative Committee that he or she has no Spouse, his or her Spouse cannot
be located or such other circumstances exist as the Administrative Committee
may, in accordance with applicable regulations, deem appropriate to waive the
requirement of Spousal Consent. Spousal Consent, once given, may be revoked
only with  the consent of the
Participant. Spousal Consent shall be valid and binding only with respect to  the Spouse who gave the consent.


 


1.42                           Spouse  shall mean the person legally married to a
Participant.


 


1.43                           Surviving
Spouse  shall mean the Spouse of a
Participant on the earlier of


 


(a)                                  the date of the
Participant’s death; or


 


(b)                                 the Participant’s
Benefit Commencement Date.


 


1.44                           Termination
of Employment  shall mean the
voluntary or involuntary severance of Employment.


 


9

















 


1.45                           Trust  shall mean the trust established under the
Plan in which Plan assets are held.


 


1.46                           Trust
Agreement  shall mean the agreement
between the Company and the Trustee with respect to the Trust.


 


1.47                           Trustee  shall mean the person appointed as trustee
pursuant to Article X, and any successor trustee.


 


1.48                           Valuation
Date  shall mean each business day or
such other dates as may be specified by the Administrative Committee.


 


1.49                           Vesting
Service  shall mean the service
credited to a Participant under Section 5.2 for purposes of determining
the Participant’s vested percentage in his or her Account.


 


1.50                           Year
of Service  shall mean, in
determining service to be taken into account for purposes of eligibility to
participate, vesting and benefit accrual, each Period of Service unit which is
12-consecutive-months.  For purposes of
eligibility to participate and vesting, the Period of Service shall run from
the Employment Commencement Date (or re-Employment Commencement Date, as
applicable) until the Severance from Service Date. For purposes of benefit
accrual, a Period of Service shall run from the date that a Participant commences
participation under the Plan until his or her Severance from Service Date. An
Employee shall be credited with the period of time which runs during any
absence from service (other than for reason of a quit, retirement, discharge or
death) which is 12 months or less. Prior to January 1, 2002, an Hour of
Service was determined under the general method of crediting service for an
Employee under Treas. Reg. §2530.200b-2 (i.e., actual counting of hours of
service during the applicable 12-consecutive-month computation period), and/or
the equivalencies set forth in Treas. Reg. §2530.200b-3.


 


10
















 


ARTICLE II


 


PARTICIPATION


 


2.1                                 Admission
as a Participant


 


2.1.1                        Each
Eligible Employee who was a Participant in the Plan immediately prior to the
Effective Date shall be a Participant in the Plan as of the Effective Date.


 


2.1.2                        (a) each
Eligible Employee not eligible to become a Participant under Section 2.1.1
above, shall become a Participant in the Plan on the Entry Date coinciding with
or next following such Eligible Employee’s completion of a Period of Service of
at least one month, provided he or she is an Eligible Employee on such
date.  This paragraph shall be
interpreted in accordance with the elapsed time method set forth in Treas. Reg.
§1.410(a)-7.


 


(b)                                 Effective July 31,
2004, an Eligible Employee who is an employee of the Sachtleben Company shall
be credited with his or her prior service with the Sachtleben Company for
eligibility purposes under the Plan.


 


(c)                                  Effective January 1,
2005, an Eligible Employee who is an employee of Oakite Products, Inc.
shall be credited with his or her prior service with Oakite Products, Inc.
for eligibility purposes under the Plan.


 


(d)                                 Effective January 1,
2007, an Eligible Employee who is an employee of Chemetall Foote Corp. and
CeramTec North America Innovative Ceramic Engineering Corporation, shall be
credited with his or her prior service with said companies for eligibility
purposes under the Plan.


 


2.1.3                        Notwithstanding
Section 2.1.2 above, the Employer may, in its discretion, provide an
earlier Entry Date or grant past service credit for eligibility purposes to
individuals who become Employees through an acquisition of assets or an entity
by the Company or Affiliate or through a merger or consolidation of an entity
with or into the Company or an Affiliate or any other similar transaction;
provided, however, that any such provision shall be subject to the
nondiscrimination requirements of Code Section 401(a)(4).


 


2.1.4                        An
Eligible Employee who has attained his or her Normal Retirement Age and who
continues as an Eligible Employee shall continue to be eligible to actively
participate in the Plan until his or her actual retirement.  Participation shall terminate as provided in Section 2.3.


 


2.2                                 Rehired
Employees


 


2.2.1                        An
Employee who has a Termination of Employment before earning a vested interest
in his or her Account Balance and who again becomes an Employee shall lose
credit for his or her Periods of Service prior to such Termination of
Employment if his or her Period of Severance equals or exceeds the greater of
five years or his or her Periods of Service prior to such Termination of
Employment. This paragraph shall be interpreted in accordance with the elapsed
time method set forth in Treas. Reg. §1.410(a)-7.


 


11

















 


2.2.2                        If
a Participant who has a Termination of Employment again becomes an Eligible
Employee and his or her prior Years of Service (or Periods of Service) are not
disregarded under Section 2.2.1, then he or she shall again become a
Participant in the Plan as of the first date on which he or she again becomes
an Eligible Employee.


 


2.2.3                        A
former Employee or Participant who has a Termination of Employment and whose
prior Years of Service (or Periods of Service) are disregarded under Section 2.2.1
shall be treated as a new Employee.


 


2.2.4                        A
former Employee who has a Termination of Employment and subsequently performs
an Hour of Service within 12 months of his or her Severance from Service Date,
such Employee’s Period of Severance shall instead be included as part of his or
her Period of Service for purposes of participation and vesting. This Section 2.2.4
shall be interpreted in accordance with the service spanning rules of the
elapsed time method, as set forth in Treas. Reg. §4.10(a)-7.


 


2.3                                 Termination
of Participation


 


An individual shall cease to be a Participant
on the earliest of


 


(a)                                  payment to him or her
or on his or her behalf of all vested benefits due to him or her under the Plan
at a time when he or she is no longer eligible for any future contributions;


 


(b)                                 his or her Termination
of Employment when he or she has no vested interest in his or her Account; or


 


(c)                                  his or her death.


 


12

















 


ARTICLE III


 


CONTRIBUTIONS


 


3.1                                 Employer
Contributions


 


3.1.1                        Subject
to the limitations of Sections 3.5 and 3.6, for each Plan Year, an Employer
shall make an Employer Contribution (in an amount determined under Section 3.1.2)
on behalf of each of Participant who was employed by it during the Plan Year
and who:


 


(a)                                  is employed in “eligible
employment” (as defined below) on the last day of the Plan Year and is credited
with a Period of Service of at least 6 months during such Plan Year;


 


(b)                                 is on a Leave of
Absence on the last day of the Plan Year, provided the Participant was employed
in “eligible employment” immediately prior to such Leave of Absence;


 


(c)                                  died or became
Disabled during the Plan Year at a time when he or she was employed in “eligible
employment;” or


 


(d)                                 terminated Employment
during the Plan Year on or after attainment of Normal Retirement Age at a time
when he or she was employed in “eligible employment;”


 


(e)                                  effective as of January 1,
2007, is employed in “eligible employment” (as defined below) on the last day
of the Plan Year and is credited with a Period of Service of at least one month
during such Plan Year.


 


For purposes of this Section 3.1.1, “eligible employment” shall
mean employment as an Eligible Employee or employment with an Affiliate that is
not an Employer in a position under which the Employee would be an Eligible
Employee if the Affiliate were an Employer.


 


3.1.2                        The
amount of the Employer Contribution made on behalf of any Participant who is
eligible to receive an allocation shall be 3% of such Participant’s
Compensation received from the Employer for that portion of the Plan Year
during which he or she was a Participant.


 


3.2                                 Participant
Contributions


 


No Participant contributions shall be
required or permitted under the Plan.


 


3.3                                 Timing
of Contributions


 


The Employer shall transfer Employer
Contributions to the Trustee no later than the last day prescribed by law for
the filing of the Employer’s federal income tax return (including extensions
thereof) for the taxable year of the Employer which includes the last day of
the Plan Year for which such contributions were made.


 


13

















 


3.4                                 Forfeitures


 


Any forfeitures arising under the Plan shall
be applied to reduce Employer Contributions.


 


3.5                                 Limitation
on Allocations


 


3.5.1                        As
used in this Section 3.5 and in Section 3.6, each of the following
terms shall have the meaning for that term set forth in this Section 3.5.1:


 


(a)                                  Annual Additions
means, for each Participant, the sum of the following amounts credited to the
Participant’s Account for the Limitation Year under this Plan or another Defined
Contribution Plan maintained by an Employer:


 


(i)                                     Employer
or Affiliate contributions;


 


(ii)                                  Employee
contributions;


 


(iii)                               forfeitures;


 


(iv)                              amounts
described in Code Sections 415(1)(1) and 419A(d)(2); and


 


(v)                                 allocations
under a simplified employee pension.


 


Amounts attributable to rollover contributions or trust to trust
transfers shall not be Annual Additions.


 


(b)                                 Defined Benefit
Fraction means, for any Participant, the fraction (determined as of the
last day of the Limitation Year) which shall have a numerator equal to the
Projected Annual Benefit of the Participant under all Defined Benefit Plans and
a denominator equal to the lesser of:


 


(i)                                     1.25
multiplied by the dollar limitation in effect under Code Section 415(b)(1)(A) for
such Limitation Year; or


 


(ii)                                  1.4
multiplied by 100% of the Participant’s average Limitation Compensation for his
or her high three years.


 


(c)                                  Defined
Contribution Dollar Limitation means $30,000, as adjusted pursuant to Code Section 415(d).
Effective for Limitation Years beginning after December 31, 2001, Defined
Contribution Dollar Limitation means $40,000, as adjusted for increases in the
cost-of-living under Section 415(d) of the Code.


 


(d)                                 Defined
Contribution Fraction means, for any Participant, the fraction (determined
as of the last day of the Limitation Year) which shall have a numerator equal
to the sum of the Participant’s Annual Additions and a denominator equal to the
sum of the lesser of the following amounts determined for such Limitation Year
and for each prior Limitation Year for which the Participant was credited with
a Year of Service:


 


14

















 


(i)                                     1.25
multiplied by the dollar limitation in effect under Code Section 415(c)(1)(A) for
such Limitation Year.


 


(ii)                                  35%
of the Participant’s Limitation Compensation for such Limitation Year.


 


(e)                                  Excess Amount
means the excess of the Participant’s Annual Additions for the Limitation Year
involved over the Maximum Permissible Amount for that Limitation Year.


 


(f)                                    Limitation
Compensation means an Employee’s compensation as determined pursuant to
Code Section 415(c)(3). Limitation Compensation shall be subject to the
adjusted dollar limitation under Code Section 401(a)(17). Effective for
Plan Years beginning after December 31, 2001, Limitation Compensation for
a Participant for a Plan Year shall not exceed $200,000, as adjusted.


 


(g)                                 Limitation Year
means each 12-consecutive month period ending on the same last day as the Plan
Year.


 


(h)                                 Maximum Permissible
Amount means, for a Limitation Year and with respect to any Participant,
the lesser of (i) the Defined Contribution Dollar Limitation, or (ii) 25%
of the Participant’s Limitation Compensation for the Limitation Year (or 100%
of the Participant’s Limitation Compensation for the Limitation Year, effective
for Limitation Years beginning after December 31, 2001); provided,
however, that the percentage of Limitation Compensation limit shall not apply
to (A) any contribution for medical benefits (within the meaning of Code Section 419A(d)(2))
after Termination of Employment which is otherwise treated as an Annual
Addition, or (B) an amount otherwise treated as an Annual Addition under
Code Section 415(1)(1).


 


(i)                                     Projected
Annual Benefit means the Participant’s annual benefit under a Defined
Benefit Plan payable in the form of a straight life annuity computed on the
assumptions that the Participant will remain employed until Normal Retirement
Age (or his or her current age, if later) and that his or her Limitation
Compensation will remain at its current level until that time.


 


3.5.2                        The
amount of Annual Additions which may be credited to the Participant’s Accounts
for any Limitation Year shall not exceed the Maximum Permissible Amount. If the
Employer contribution that would otherwise be made or allocated to the
Participant’s Account would cause the Annual Additions on behalf of the
Participant for the Limitation Year to exceed the Maximum Permissible Amount
with respect to that Participant for the Limitation Year, the amount to be
contributed or allocated will be reduced so that the Annual Additions on behalf
of the Participant for the Limitation Year will equal such Maximum Permissible
Amount.


 


(a)                                  Prior to determining
the Participant’s actual Limitation Compensation for a Limitation Year, the
Administrative Committee may determine the Maximum Permissible Amount for the
Participant for the Limitation Year on the basis of a reasonable estimation of
the Participant’s Limitation Compensation for that Limitation Year. Such
estimated Limitation Compensation shall be uniformly determined for all
Participants similarly situated.


 


15

















 


(b)                                 As soon as is
administratively feasible after the end of a Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participant’s actual Limitation Compensation for the Limitation Year.


 


(c)                                  If a Participant is
credited with an Annual Addition under any other Defined Contribution Plan
maintained by the Company or an Affiliate, before any Annual Addition is
reduced under this Plan, Annual Additions to such other Defined Contribution
Plan shall be reduced to bring all such Plans into conformity with Code Section 415(c).


 


(d)                                 If, as a result of the
allocation of forfeitures, a reasonable error in estimating a Participant’s
annual Limitation Compensation, a reasonable error in determining the amount of
elective deferrals that may be made with respect to any Participant under the
limits of Code Section 415, or under other limited facts and circumstances
that the Commissioner of Internal Revenue finds justify the availability of the
rules set forth in this Section 3.5.2(d), the Annual Additions under
the Plan for a particular Participant would cause the limitations of Code Section 415
to be exceeded, then -


 


(i)                                     The
Excess Amount in the Participant’s Account will be used to reduce Employer
Contributions for such Participant in the next Limitation Year, and each
succeeding Limitation Year if necessary.


 


(ii)                                  If,
after the application of subparagraph (i), an Excess Amount still exists and
the Participant is not covered by the Plan at the end of a Limitation Year, the
Excess Amount will be held unallocated in a suspense account and applied to
reduce Employer Contributions for all remaining Participants in the next
Limitation Year, and each succeeding Limitation Year if necessary.


 


If a suspense account is in existence at any
time during a particular Limitation Year, all amounts in the suspense account
must be allocated and reallocated to Participants’ Accounts before any Employer
contributions may be made to the Plan for that Limitation Year.


 


3.6                                 [Reserved]


 


3.7                                 Return
of Employer Contributions Under Special Circumstances


 


Notwithstanding any provision of this Plan to
the contrary, upon timely written demand by an Employer to the Trustee:


 


(a)                                  Any contribution made
by the Employer under a mistake of fact shall be returned to the Employer by
the Trustee within one year after the payment of the contribution.


 


(b)                                 Any contribution made
by the Employer shall be returned to the Employer within one year after a
current deduction for the contribution under Code Section 404 is
disallowed by the Internal Revenue Service, but only to the extent disallowed.


 


(c)                                  Any contribution made
by the Employer shall be returned to the Employer by the Trustee within one
year after notification from the Internal Revenue Service following a timely
application for determination as to initial qualification that the Plan is not
a qualified plan.


 


16

















 


Contributions returned to the Employer under (a) or (b) above
shall be net of any investment losses but shall not include any earnings
thereon.


 


3.8                                 Contributions
Conditioned on Deductibility


 


All contributions made under the Plan are
made on the condition that they are currently deductible under Code Section 404;
provided, however, that no contributions shall be returned to the Employer
except as provided in Section 3.7.


 


17

















 


ARTICLE IV


 


ACCOUNTS, INVESTMENTS AND ALLOCATIONS


 


4.1                                 Establishment
of Participant Accounts


 


The Administrative Committee shall establish
and maintain an Account in the name of each Participant. The Administrative
Committee shall credit or cause to be credited all Employer Contributions
allocable to the Participant, and any earnings, losses and expenses
attributable thereto, to the Participant’s Account.


 


The maintenance of separate Accounts under
this Section 4.1 is for accounting purposes only, and a physical
segregation of assets of the Trust to each separate Account shall not be
required. Any distribution to a Participant or Beneficiary shall be charged to
the Participant’s Account in accordance with procedures established by the
Administrative Committee.


 


4.2                                 Investment
of Funds


 


If Investment Funds are established pursuant
to Section 12.1, then the contributions and Account Balance of a
Participant or the Account Balance of a Beneficiary of a deceased Participant
shall be invested among the Investment Funds as directed by the Participant or
Beneficiary in accordance with and subject to Section 12.1.2. Investment
directions by a Participant or Beneficiary may be made or changed on each
business day once a calendar month, subject to such procedures as may be
established by the Administrative Committee (including, but not limited to,
requirements for prior notice and investments in minimum increments). In the
event that a Participant for any reason fails to provide proper initial
investment directions, contributions allocated to such Participant shall be
entirely invested in an Investment Fund or Funds specified by the
Administrative Committee.


 


4.3                                 Allocation
of Earnings to Accounts


 


All earnings or income received on any
investment credited to a Participant’s or Beneficiary’s Account under the Plan
shall be reinvested in such investment.


 


4.4                                 Allocation
Report


 


The Administrative Committee shall deliver to
each Participant and Beneficiary of a deceased Participant, at least annually,
a statement for the Account of such Participant or Beneficiary which shows the
activity since the prior statement date and the market value of the Account as
of the current statement date and any other information deemed appropriate by
the Administrative Committee.


 


4.5                                 Allocation
Corrections


 


Any error or omission in the statement
provided pursuant to Section 4.4 shall be corrected as necessary to remedy
such error or omission.


 


18

















 


ARTICLE V


 


VESTING AND TOP-HEAVY PROVISIONS


 


5.1                                 Determination
of Vesting


 


5.1.1                        A
Participant who has a Termination of Employment either because of his or her
death or Disability or who has a Termination of Employment on or after
attainment of Normal Retirement Age shall have a vested percentage of 100% in
his or her Account.


 


5.1.2                        Effective
January 1, 2007, a Participant shall be fully vested at all times in his
or her Account; provided, however, the vested percentage of a Participant in
his or her Account prior to July 31, 2004 shall be determined in
accordance with the following schedule:


 




	
  Completed Years of

  	
   

  	
  Vested

  	
   

  
	
  Vesting Service

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2 years

  	
   

  	
  25

  	
  %

  
	
  3 years

  	
   

  	
  50

  	
  %

  
	
  4 years

  	
   

  	
  75

  	
  %

  
	
  5 years

  	
   

  	
  100

  	
  %

  






 


Effective July 31,
2004, an employee of the Sachtleben Company who is a Participant under the Plan
shall be credited with his or her prior service with the Sachtleben Company for
purposes of this Section 5.1.2 and Article V.  Notwithstanding the Vesting Schedule listed
above, effective July 31, 2004, a Participant shall be fully vested at all
times in his or her Account. Effective January 1, 2005, an employee of
Oakite Products, Inc. who is a Participant under the Plan shall be
credited with his or her prior service with Oakite Products, Inc. for
purposes of this Section 5.1.2 and Article V. Notwithstanding the
Vesting Schedule listed above, effective January 1, 2005, a Participant
shall be fully vested at all times in his or her Account.  Effective January 1, 2007, an employee
of Chemetall Foote Corp. and CeramTec North America Innovative Ceramic
Engineering Corporation who is a Participant under the Plan shall be credited
with his or her prior service with said companies for purposes of this Section 5.1.2
and Article V notwithstanding.


 


5.1.3                        Notwithstanding
the foregoing, any Participant who, prior to attaining Normal Retirement Age,
has an involuntary or voluntary Termination of Employment as a result of a
Reduction in Force shall be 100% vested in his or her Account; provided,
however, that such provision shall be implemented in a uniform and
nondiscriminatory manner. Effective as of March 1, 2002, this Section 5.1.3
shall apply only to Participants with 3 or more years of Vesting Service on March 1,
2002.


 


5.2                                 Rules for
Crediting Vesting Service


 


5.2.1                        A
Participant’s Vesting Service shall equal the sum of paragraphs (a) and (b) below:


 


(a)                                  Subject to the
limitations set forth in Sections 5.2.2 and 5.2.3, a Participant shall earn a
year of Vesting Service for each one year Period of Service he or she
completes. For 


 


19

















 


purposes of determining a one
year Period of Service for vesting, non-successive Periods of Service shall be
aggregated on the basis that Periods of Service totaling 12 months (with 30
days deemed to be a month in the case of the aggregation of fractional months)
or 365 days shall equal a whole year Period of Service. This paragraph shall be
interpreted in accordance with the elapsed time method set forth in Treas. Reg.
§1.410(a)-7.


 


(b)                                 In addition, the
Company may, in its discretion, grant past service credit for Vesting Service
to individuals who become Employees through an acquisition of assets or an
entity by the Company or an Affiliate or through a merger or consolidation of
an entity with or into the Company or an Affiliate or any other similar
transaction; provided, however, that any such provision shall be subject to the
nondiscrimination requirements of Code Section 401 (a)(4).


 


5.2.2                        A
Participant who has no vested percentage in his or her Account Balance and who
has a Termination of Employment shall, if he or she again becomes an Employee,
receive no credit for his or her Vesting Service prior to such Termination of
Employment if his or her Period of Severance equals or exceeds the greater of
five years or his or her Period of Service prior to such Termination of
Employment. This paragraph shall be interpreted in accordance with the elapsed
time method set forth in Treas. Reg. §1.410(a)-7.


 


5.2.3                        If
a Participant who is less than 100% vested in his or her Account Balance has a
Termination of Employment and incurs a Period of Severance of at least five
consecutive years, then his or her Period of Service after such Period of
Severance shall be disregarded for purposes of vesting in his or her Account
Balance which accrued before such Period of Severance This paragraph shall be
interpreted in accordance with the elapsed time method set forth in Treas. Reg.
§1.410(a)-7.


 


5.3                                 Rules for
Crediting; Service Upon Termination of Employment


 


5.3,1 If a Participant who is less than 100% vested in his or her
Account Balance terminates Employment and receives a complete distribution of
his or her vested Account Balance (or, under Section 6.1.2, is deemed to
have received a complete distribution), then the nonvested portion of his or
her Account Balance shall be treated as a forfeiture.


 


5.3.1                        In
the event a Participant forfeited any portion of his or her Account in
accordance with Section 5.3.1 and again becomes an Eligible Employee prior
to incurring a Period of Severance equaling at least five consecutive years,
the nonvested portion of his or her Account shall be restored to its value as
of the date of distribution (or deemed distribution). If the Participant
received a distribution, his or her vested portion shall not be less than an
amount (“X”) determined by the formula: X = P(AB + D) - D. For purposes of
applying the formula: P is the vested percentage at the relevant time; AB is
the Account Balance at the relevant time; D is the amount of the distribution;
and the “relevant time” is any time prior to the time at which, under the Plan
the vested percentage in the account cannot increase. The restored amount shall
be derived from amounts forfeited during the Plan Year through such Valuation
Date and, if such forfeitures are not sufficient, from a contribution by the
Employer.


 


20
















 


5.4                                 Top-Heavy
Provisions


 


5.4.1                        As
used in this Section 5.4, each of the following terms shall have the
meanings for that term set forth in this Section 5.4.1:


 


(a)                                  Determination Date
means, for any Plan Year subsequent to the first Plan Year, the last day of the
preceding Plan Year, and for the first Plan Year of the Plan, the last day of
such Plan Year.


 


(b)                                 Determination
Period means the Plan Year containing the Determination Date and the four
preceding Plan Years. Notwithstanding the foregoing, effective for Plan Years
beginning after December 31, 2001, Determination Period means the Plan
Year containing the Determination Date.


 


(c)                                  Key Employee
means any Employee or former Employee (and the beneficiaries of such Employee)
who, at any time during the “Determination Period,” was:


 


(i)                                     an
officer of the Company or an Affiliate having an annual Limitation Compensation
greater than 50% of the Defined Benefit Dollar Limitation for any Plan Year
within the Determination Period or, effective for Plan Years beginning after December 31,
2001, an officer of the Company or an Affiliate having an annual Limitation
Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1)(A));


 


(ii)                                  a
“5% owner” (as defined in Code Section 416(i)) of a Company or an
Affiliate; or


 


(iii)                               a
“1 % owner” (as defined in Code Section 416(i)) of a Company or an
Affiliate who has an annual Limitation Compensation in excess of $150,000.


 


(d)                                 Limitation
Compensation means an amount determined in accordance with Section 3.5.1(f
).


 


(e)                                  Non-Key Employee
means any Employee who is not a Key Employee.


 


(f)                                    Permissive
Aggregation Group means the Required Aggregation Group of plans plus any
other plan or plans of the Company or an Affiliate which, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Section 401(a)(4) and Code Section 410.


 


(g)                                 Required
Aggregation Group means (i) each Qualified Plan of the Company or an
Affiliate in which at least one Key Employee participates, and (ii) any
other Qualified Plan of the Company or an Affiliate which enables a plan
described in (i) to meet the requirements of Code Section 401(a)(4) and
Code Section 410.


 


(h)                                 Super Top-Heavy
Plan means the Plan, if the Top-Heavy Ratio, as determined under the
definition of Top-Heavy Plan, exceeds 90%.


 


21

















 


(i)                                     Top-Heavy Plan
means, for any Plan Year, the Plan if any of the following conditions exists:


 


(i)                                     If
the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of any
Required Aggregation Group or Permissive Aggregation Group of plans.


 


(ii)                                  If
the Plan is a part of a Required Aggregation Group of plans but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Required
Aggregation Group of plans exceeds 60%.


 


(iii)                               If
the Plan is a part of a Required Aggregation Group and part of a Permissive
Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.


 


Solely for the purposes of determining whether the Plan or any other
plan included in an aggregation group is a Top-Heavy Plan, the accrued benefit
of a Non-Key Employee shall be determined (a) under the method, if any,
that uniformly applies foil accrual purposes under all plans maintained by the
Company and any Affiliate, or (b) if there is no such method, as if such
benefit accrued not more rapidly than the slowest accrual rate permitted under
the fractional accrual rate set forth in Code Section 411(b)(1)(C).


 


(j)                                     Top-Heavy Ratio
means, for the Plan alone, or for the Required or Permissive Aggregation Group
as appropriate, either (i) or (ii) or (iii) below:


 


(i)                                     If
the Company or any Affiliate maintains one or more Defined Contribution Plans
(including any “simplified employee pension” within the meaning of Code Section 408(k))
and the Company or any Affiliate has never maintained any Defined Benefit Plan
which, during the one year period ending on the Determination Date, has or has
had accrued benefits, the Top-Heavy Ratio is a fraction, the numerator of which
is the sum of the account balances of all Key Employees as of the Determination
Date, and the denominator of which is the sum of all account balances, in each
case computed in accordance with Code Section 416; provided, however, that
the numerator and denominator of the Top-Heavy Ratio shall be adjusted to
reflect any contribution not actually made as of the Determination Date, but
which is required to be taken into account on that date under Code Section 416;
and further provided, however, that the numerator and denominator of the
Top-Heavy Ratio shall include any part of any account balance distributed
within the one year period ending on the Determination Date due to severance
from employment, separation from service, death, or disability, and shall also
include any part of any account balance distributed for any other reason within
the five year period ending on the Determination Date.


 


(ii)                                  If
the Company or any Affiliate maintains one or more Defined Contribution Plans
(including any “simplified employee pension” within the meaning of Code Section 408(k))
and the Company or any Affiliate maintains or has maintained one or more
Defined Benefit Plans which, during the one year period ending on the
Determination Date, has or has had any accrued benefits, the Top-Heavy Ratio is
a fraction, the numerator of which is the sum of the account balances under the
aggregated 


 


22

















 


Defined
Contribution Plans for all Key Employees, determined in accordance with (iv) above,
plus the present value of accrued benefits under the aggregated Defined Benefit
Plans for all Key Employees as of the Determination Date and the denominator of
which is the sum of the account balances under the aggregate Defined
Contribution Plans for all Participants, determined in accordance with (iv) above,
plus the present value of accrued benefits under the Defined Benefit Plans for
all such Participants as of the Determination Date, all determined in accordance
with Code Section 416; provided, however, that the numerator and
denominator of the Top-Heavy Ratio shall include any accrued benefit under a
Defined Benefit Plan distributed within the one year period ending on the
Determination Date due to severance from employment, separation from service,
death, or disability, and shall also include any part of any account balance
distributed for any other reason within the five year period ending on the
Determination Date.


 


(iii)                               For
purposes of determining the Top-Heavy Ratio, the value of account balances will
be determined as of the most recent Top-Heavy Valuation Date that falls within
or ends with the twelve (12) month period ending on the Determination Date,
except as provided in Code Section 416 for the first and second plan years
of a Defined Benefit Plan. The account balances of any Participant who (a) is
a Non-Key Employee, but who was a Key Employee in a prior year, or (b) has
not performed an Hour of Service with the Company or any Affiliate at any time
during the one year period ending on the Determination Date, will be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into account will be made in
accordance with Code Section 416. When aggregating plans, the value of
account balances will be calculated with reference to the Determination Dates
that fall within the same calendar year.


 


(k)                                  Top-Heavy
Valuation Date means the date as of which account balances, or accrued
benefits, are valued to calculate the Top-Heavy Ratio.


 


5.4.2                        If
the Plan is determined to be a Top-Heavy Plan as of any Determination Date,
then notwithstanding any Plan provision to the contrary, it shall be subject to
the rules set forth in the balance of this Section 5.4, beginning
with the first Plan Year commencing after such Determination Date.


 


5.4.3                        (a)                                  Except
as provided in Section 5.4.3(b), and except to the extent any other
Defined Contribution Plan or Defined Benefit Plan provides such minimum benefit
to the Participant, for any Plan Year in which the Plan is a Top-Heavy Plan,
contributions and forfeitures allocated to the Employer Account of any
Participant who is a Non-Key Employee (whether or not such Participant has
completed 1,000 Hours of Service in that Plan Year) in respect of that Plan
Year shall not be less than the smaller of:


 


(i)                                     3%
of such Participant’s Limitation Compensation, or


 


(ii)                                  the
largest percentage of contributions and forfeitures, as a percentage of the Key
Employee’s Compensation, allocated to the Account of any Key Employee for that
year.


 


23

















 


(b)                                 The provision in (a) above
shall not apply to any Participant who was not employed by the Company or an
Affiliate on the last day of the Plan Year.


 


5.4.4                        In
the event that any provision of this Section 5.4 is no longer required to
qualify the Plan under the Code, then such provision shall thereupon be void
without the necessity of further amendment of the Plan.


 


24

















 


ARTICLE VI


 


AMOUNT AND PAYMENT OF BENEFITS TO
PARTICIPANTS,


 


6.1                                 Termination
of Employment


 


6.1.1                        Upon
a termination of Employment, a Participant shall be entitled to receive the
vested portion of his or her Account Balance, determined as of the Valuation
Date next following his or her Benefit Commencement Date, as determined under Section 6.1.2.


 


6.1.2                        (a)                                  Subject
to (b) and (c) below, and Section 6.2, a Participant’s Benefit
Commencement Date shall be the date determined under Section 6.1.3.


 


(b)                                 A Participant who
terminates Employment prior to his or her Normal Retirement Date may make a
written election (with Spousal Consent, if married) to receive his or her
vested Account Balance as of a date prior to his or her Normal Retirement Date,
provided such election is made during the 90-day period preceding his Benefit
Commencement Date.  The Administrative
Committee shall notify the Participant (and the Participant’s Spouse, if any)
of the right to any distribution until the Participant’s Required Distribution
Date. Such notification shall include a general description of the material
features of the optional forms of benefit under the Plan in a manner which
would satisfy the notice requirements of Treasury Regulations Section 1.411(a)-l1.
Such notice shall be provided no less than 30 days and no more than 90 days
prior to the Benefit Commencement Date. However, distribution may commence less
than 30 days after such notice is provided, so long as (i) the Participant
(and his or her Spouse, if applicable) has been provided with information that
clearly indicates that he or she has at least 30 days to consider whether to
consider the decision of whether or not to elect a distribution; and (ii) the
Participant (and his or her Spouse, if applicable) affirmatively elects a
distribution.


 


(c)                                  Notwithstanding (b) above,
if a Participant’s vested Account Balance does not exceed $1,000, the
Participant’s vested Account Balance under this Plan shall be paid to him or
her in a lump sum distribution as soon as practicable following his or her
Termination of Employment. For this purpose, if a Participant does not have a
vested interest in his or her Account (and thus is not entitled to any
distribution from such Account), the Participant shall be deemed to have
received a complete distribution of his or her interest in such Account upon
termination of Employment.


 


6.1.3                        Unless
the Participant otherwise elects, in no event shall he or she begin to receive
a benefit later than the sixtieth day after the close of the Plan Year in which
the latest of the following events occurs:


 


(a)                                  the date the
Participant attains his or her Normal Retirement Age;


 


(b)                                 the Participant’s
Termination of Employment; or


 


(c)                                  the 10th anniversary
of the year in which the Participant commenced participation in the Plan.


 


25

















 


Notwithstanding the foregoing, a Participant who terminates employment
may elect to defer receipt of his or her benefit until his or her Required
Beginning Date.


 


6.2                                 Age
70-1/2 Distributions


 


Distribution of a Participant’s vested Account Balance shall be subject
to the requirements of this Section 6.2 and Section 8.3 and shall be
made in accordance with Code Section 401(a)(9) and the regulations
thereunder. With respect to distributions under the Plan made for calendar
years beginning on or after January 1, 2002, Section 6.4 shall apply
the minimum distribution requirements of Code Section 401(a)(9).


 


6.3                                 No
In-Service Withdrawals or Loans


 


There shall be no distributions to
Participants prior to Termination of Employment, except as provided in Section 6.2
above, and there shall be no loans to Participants or beneficiaries.


 


6.4                                 Minimum
Required Distributions


 


6.4.1                        General
Requirements


 


(a)                                  Effective Date.  The provisions of this Section will
apply for purposes of determining required minimum distributions for calendar
years beginning with the 2002 calendar year.


 


(b)                                 Coordination with
Minimum Distribution Requirements Previously in Effect.  The required minimum distributions for 2002
under this Section will be determined as follows.  If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective
date of this Section equals or exceeds the required minimum distributions
determined under this Section, then no additional distributions will be
required to be made for 2002 on or after such date to the distribute.  If the total amount of 2002 required minimum
distributions under the Plan made to the distribute prior to the effective date
of this Section is less than the amount determined under this Section,
then required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for 2002
made to the distribute will be the amount determined under this Section.


 


(c)                                  Precedence.  The requirements of this Section will
take precedence over any inconsistent provisions of the Plan.


 


(d)                                 Requirements of
Treasury Regulations Incorporated. 
All distributions required under this Section will be determined
and made in accordance with the Treasury regulations under Code Section 401(a)(9).


 


6.4.2                        Time
and Manner of Distribution


 


(a)                                  Required Beginning
Date.  The Participant’s entire
interest will be distributed, or begin to be distributed, to the Participant no
later than the Participant’s required beginning date.


 


26

















 


(b)                                 Death of
Participant Before Distributions Begin. 
If the Participant dies before distributions begin, the Participant’s
entire interest will be distributed, or begin to be distributed, no later than
as follows:


 


(i)                                     If
the Participant’s Surviving Spouse is the Participant’s sole designated
beneficiary, then, except as provided in Article VIII, distributions to
the Surviving Spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died, or by December 31
of the calendar year in which the Participant would have attained age 70-1/2,
if later.


 


(ii)                                  If
the Participant’s Surviving Spouse is not the Participant’s sole designated
beneficiary, then, except as provided in Article VIII, distributions to
the designated beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.


 


(iii)                               If
there is no designated beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.


 


(iv)                              If
the Participant’s Surviving Spouse is the Participant’s sole designated
beneficiary and the Surviving Spouse dies after the Participant but before
distributions to the Surviving Spouse begin, this subsection 6.4.2(b), other
than subsection 6.4.2(b)(i), will apply as if the Surviving Spouse were the
Participant.


 


For purposes of this subsection 6.4.2(b) and subsection 6.4.4,
unless subsection 6.4.2(b)(iv) applies, distributions are considered to
begin on the Participant’s required beginning date.  If subsection 6.4.2(b)(iv) applies,
distributions are considered to begin on the date distributions are required to
begin to the Surviving Spouse under subsection 6.4.2(b)(i).  If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the
Participant’s required beginning date or to the Participant’s Surviving Spouse
before the date distributions are required to begin to the Surviving Spouse
under subsection 6.4.2(b)(i), the date distributions are considered to begin is
the date distributions actually commence.


 


(c)                                  Forms of
Distribution.  Unless the Participant’s
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the required beginning date, as of the
first distribution calendar year distributions will be made in accordance with
subsections 6.4.2(b)(i) and 6.4.4 of this Section.  If the Participant’s interest is distributed
in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and
the Treasury regulations.


 


27

















 


6.4.3                        Required
Minimum Distributions During Participant’s Lifetime


 


(a)                                  Amount of Required
Minimum Distribution for Each Distribution Calendar Year.  During the Participant’s lifetime, the
minimum amount that will be distributed for each distribution calendar year is
the lesser of:


 


(i)                                     the
quotient obtained by dividing the Participant’s account balance by the
distribution period in the Uniform Lifetime Table set forth in Treas. Reg.
§1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in
the distribution calendar year; or


 


(ii)                                  if
the Participant’s sole designated beneficiary for the distribution calendar
year is the Participant’s Spouse, the quotient obtained by dividing the
Participant’s account balance by the number in the Joint and Last Survivor
Table Treas. Reg. §1.401(a)(9)-9, using the Participant’s and Spouse’s attained
ages as of the Participant’s and Spouse’s birthdays in the distribution
calendar year.


 


(b)                                 Lifetime Required
Minimum Distributions Continue Through Year of Participant’s Death.  Required minimum distributions will be
determined under this subsection 6.4.3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participant’s date of death.


 


6.4.4                        Required
Minimum Distributions After Participant’s Death


 


(a)                                  Death On or After
Date Distributions Begin


 


(i)                                     Participant
Survived by Designated Beneficiary. 
If the Participant dies on or after the date distributions begin and
there is a designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s account balance by the
longer of the remaining life expectancy of the Participant or the remaining
life expectancy of the Participant’s designated beneficiary, determined as
follows:


 


(A)                              The
Participant’s remaining life expectancy is calculated under the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(B)                                If
the Participant’s Surviving Spouse is the Participant’s sole designated
beneficiary, the remaining life expectancy of the Surviving Spouse is
calculated for each distribution calendar year after the year of the
Participant’s death using the Surviving Spouse’s age as of the Spouse’s
birthday in that year.  For distribution
calendar years after the year of the Surviving Spouse’s death, the remaining
life expectancy of the Surviving Spouse is calculated using the age of the
Surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s
death, reduced by one for each subsequent calendar year.


 


28

















 


(C)                                If
the Participant’s Surviving Spouse is not the Participant’s sole designated beneficiary,
the designated beneficiary’s remaining life expectancy is calculated using the
age of the beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.


 


(ii)                                  No
Designated Beneficiary.  If the Participant
dies on or after the date distributions begin and there is no designated
beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for each
distribution calendar year after year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the
Participant’s remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(b)                                 Death Before Date
Distributions Begin.


 


(i)                                     Participant
Survived by Designated Beneficiary. 
Except as provided in Article VIII, if the Participant dies before
the date distributions begin and there is a designated beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining life expectancy of the
Participant’s designated beneficiary, determined as provided in subsection
6.4.4(a).


 


(ii)                                  No
Designated Beneficiary.  If the
Participant dies before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year of the
Participant’s death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.


 


(iii)                               Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the Participant dies
before the date distributions begin, the Participant’s Surviving Spouse is the
Participant’s sole designated beneficiary, and the Surviving Spouse dies before
distributions are required to begin to the Surviving Spouse under subsection
6.4.2(b)(i), this subsection 6.4.4(b) will apply as if the Surviving
Spouse were the Participant.


 


6.4.5                        Definitions


 


For purposes of this Section 6.4, the following
definitions shall apply:


 


(a)                                  Designated
beneficiary.  The individual who is
designated as the Beneficiary under the Plan and is the designated beneficiary
under Code Section 401(a)(9) and Treas. Reg. §1.401(a)(9)-1,
Q&A-4.


 


(b)                                 Distribution
calendar year.  A calendar year for
which a minimum distribution is required. 
For distributions beginning before the Participant’s death, the first
distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant’s required beginning date.  For distributions beginning after the
Participant’s death, 


 


29

















 


the first distribution calendar
year is the calendar year in which distributions are required to begin under
subsection 6.4.2(b).  The required
minimum distribution for the Participant’s first distribution calendar year
will be made on or before the Participant’s required beginning date.  The required minimum distribution for other
distribution calendar years, including the required minimum distribution for
the distribution calendar year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that distribution
calendar year.


 


(c)                                  Life expectancy.  Life expectancy as computed by use of the
Single Life Table in Treas. Reg. §1.401(a)(9)-9.


 


(d)                                 Participant’s account
balance.  The account balance as of
the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date.  The account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.


 


(e)                                  Required beginning
date.  The date specified in the Plan
when distributions under Code Section 401(a)(9) are required to
begin.


 


30
















 


ARTICLE VII


 


FORMS OF PAYMENT OF ACCOUNTS


 


7.1                                 Methods
of Distribution


 


For married Participants, the “Normal Form”
of benefit is a Qualified Joint and Survivor Annuity. For Participants who do
not have a spouse on their Benefit Commencement Dates, the Normal Form of
benefit is a single life Annuity purchased from an insurance company with the
Participant’s distribution amount which is payable for the Participant’s life.
All distributions from a Participant’s vested Account under Article VI
shall be distributed in the Normal Form unless the Participant elects one
of the following optional forms of distribution in accordance with Section 7.2:


 


(a)                                  a lump sum
distribution;


 


(b)                                 an Annuity Contract
which may be purchased from an insurance company with the Participant’s
distribution amount;


 


(c)                                  on or after April 3,
2000, monthly, quarterly or annual installments of the Participant’s
distribution payable over any period not exceeding the life expectancy of the
Participant or the joint life expectancies of the Participant and the
Participant’s designated Beneficiary.


 


(d)                                 effective as of January 1,
2008, any married Participant, with an Annuity Starting Date after that date
may elect a Qualified Optional Survivor Annuity or may elect to waive such form
of benefit in accordance with Code Section 417(a)(1)(A).  A “Qualified Optional Survivor Annuity” shall
mean an annuity which is payable for the life of the Participant with a
survivor annuity continuing after the Participant’s death to the Participant’s
Surviving Spouse for the Surviving Spouse’s life in amount which is equal to
75% of the amount of the annuity which is payable during the joint lives of the
Participant and the Surviving Spouse.


 


Distributions shall be subject to the
requirements of Code Section 401(a)(9). Effective as of April 3,
2000, a Participant who has elected to receive an installment distribution may
at any time elect to discontinue such installment payments and have the unpaid
vested Account Balance paid in a lump sum distribution. In the event a
Participant who has elected to receive an installment distribution dies after
his or her Benefit Commencement Date but before the payment of the final
installment, the unpaid installments shall be paid to the Participant’s
Beneficiary. The Beneficiary may elect to continue receiving such installments
or to have the unpaid vested Account Balance paid in a lump sum distribution.
In the event a Participant dies before his or her Benefit Commencement Date,
any election of a form of payment shall be void, and the Participant’s vested
Account Balance shall be distributed in accordance with Article VIII.


 


7.2                                 Election
of Optional Forms


 


7.2.1                        At
any time within the 90-day period preceding a Participant’s Benefit
Commencement Date, the Participant may elect in writing not to receive the
Normal Form of benefit and to receive instead an optional form of benefit
payment provided for in Section 7.1. Married 


 


31

















 


Participants must have Spousal Consent in order to waive the Normal Form and
elect an optional benefit form. Any Spousal Consent to a Participant’s election
of an optional form of benefit shall specify the form of benefit and the
Beneficiary.


 


7.2.2                        The
Administrative Committee shall provide to each Participant, within the period
beginning 180 days before and ending 30 days before the Participant’s Benefit
Commencement Date, a written explanation in non-technical terms of:


 


(a)                                  the terms and
conditions of the Qualified Joint and Survivor Annuity and the optional forms
of benefit;


 


(b)                                 the Participant’s
right to make, and the effect of, an election to waive the Qualified Joint and
Survivor Annuity;


 


(c)                                  the rights of the
Participant’s Spouse under this Section 7.2;


 


(d)                                 the right to make, and
the effect of, a revocation of a previous election to waive the Qualified Joint
and Survivor Annuity; and


 


(e)                                  if applicable, the
right to defer distribution until Normal Retirement Age.


 


Notwithstanding the foregoing, the Administrative Committee may provide
a Participant with the above written explanation after the Participant’s
Benefit Commencement Date so long as the actual distribution does not commence
until at least 30 days after such written explanation is provided, subject to Section 7.2.3.
The Administrative Committee may, on a uniform and nondiscriminatory basis,
provide for such other notices, information or election periods or take such
other action as the Administrative Committee considers necessary or appropriate
so that this Section 7.2 is implemented in such a manner as to comply with
Code Section 401(a)(11) and Code Section 417.


 


7.2.3                        Notwithstanding
Section 7.2.2 above, distribution of a Participant’s benefit may begin
less than 30 days after receipt of the written explanation if:


 


(a)                                  The Participant has been
provided with information that clearly indicates that he or she has at least 30
days to consider whether to waive the Qualified Joint and Survivor Annuity; and


 


(b)                                 The Participant is
permitted to revoke any affirmative election at least until the Benefit
Commencement Date or, if later, at any time within the seven-day period
beginning the day after the written explanation is provided.


 


7.2.4                        A
Participant may revoke his or her election to take an optional form of benefit
without Spousal Consent and take the Qualified Joint and Survivor Annuity or
elect a different optional form of benefit in accordance with Section 7.2
at any time within the 90-day period prior to the Participant’s Benefit
Commencement Date. The number of revocations shall not be limited.


 


32

















 


7.3                                 Direct
Rollovers


 


7.3.1                        Notwithstanding
any provision in this Plan to the contrary, a Participant or a Beneficiary who
is the Surviving Spouse of a Participant may elect to have all or a portion of
any amount payable to him or her from the Plan which is an “eligible rollover
distribution” (as defined in Section 7.3.2 below) transferred directly to
an “eligible retirement plan” (as defined in Section 7.3.2 below). Any
such election shall be made in accordance with such uniform rules and
procedures as the Administrative Committee may prescribe from time to time as
to the time and manner of the election in accordance with Code Section 401(a)(31).


 


7.3.2                        Definitions
for purposes of this Section 7.3


 


(a)                                  “Eligible rollover
distribution” shall mean any distribution of all or any portion of the balance
to the credit of the distributee other than: (1) any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the distributee’s
designated beneficiary; (2) any distribution for a specified period of ten
years or more; (3) any distribution to the extent such distribution is
required under Code Section 401(a)(9); or (4) the portion of any
distribution that is not includable in gross income.


 


(b)                                 “Eligible retirement
plan” shall mean, with respect to a Participant, an individual retirement
account or annuity described in Code Section 408(a) or 408(b)(“IRA”),
an annuity plan described in Code Section 403(a) or a qualified plan
described in Code Section 401(a) that accepts the distributee’s
eligible rollover distribution. Notwithstanding the foregoing, effective for
distributions made after December 31, 2001, an eligible retirement plan
shall also mean an annuity contract described in Code Section 403(b) and
an eligible plan under Code Section 457(b) which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan.  Effective as of January 1, 2008, an
eligible retirement plan shall also mean a Roth IRA (as defined in Code Section 408A);
provided, however, for taxable years beginning prior to January 1, 2010, a
distributee shall not be permitted to make a qualified rollover distribution
(as defined in Code Section 408A(e)) from the Plan to a Roth IRA if, for
the year the eligible rollover distribution is made, the Participant has a
modified adjusted gross income exceeding $100,000 or is married and files a
separate return (as provided in Code Section 408A(c)(3)(b)).


 


33

















 


ARTICLE VIII


 


DEATH BENEFITS


 


8.1                                 Payment
of Account Balances


 


8.1.1                        In
the event of the death of a Participant while an Employee, the Participant’s
entire Account Balance shall be payable to his or her Beneficiary. In the event
of the death of a Participant after Termination of Employment but before his or
her Benefit Commencement Date, the Participant’s vested Account Balance shall
be payable to his or her Beneficiary. In the event of a Participant’s death
after his or her Benefit Commencement Date, any unpaid vested Account Balance
shall be payable in accordance with the form of benefit elected by the
Participant under Article VII.


 


8.1.2                        (a)                                  Except
in the event of a Participant’s death after the distribution of his or her
benefit has begun, if the Participant’s Beneficiary is the Participant’s
Surviving Spouse, the benefit payable under Section 8.1.1 shall be paid in
the form of a Qualified Pre-Retirement Survivor Annuity unless the Surviving
Spouse elects one of the optional forms available under Section 7.1 in
lieu of the Qualified Pre-Retirement Survivor Annuity within the 90-day period
preceding the Benefit Commencement Date. This election must satisfy the
requirements of Section 7.2. Such Qualified Pre-Retirement Survivor
Annuity benefit shall be payable as soon as practicable after the Participant’s
death, provided that distribution shall not be made prior to the date which
would have been the Participant’s Normal Retirement Date without the Surviving
Spouse’s written consent. Notwithstanding the preceding two sentences, if the
benefit payable to a Surviving Spouse under Section 8.1.1 does not exceed
$1,000 it shall be paid as soon as practicable following the Participant’s
death in a lump sum distribution. A Surviving Spouse to whom a lump sum
distribution is payable may elect a direct rollover to the extent permitted by Section 7.3.


 


(b)                                 If the Participant’s
Beneficiary is not the Participant’s Surviving Spouse, the benefit payable
under Section 8.1.1 shall be payable as soon as practicable after the
Participant’s death in a lump sum distribution unless the Beneficiary instead
elects one of the optional forms of benefit available under Section 7.1.


 


8.2                                 Beneficiary


 


8.2.1                        Subject
to Sections 8.2.2 and 8.2.3 below, a Participant may, with Spousal Consent (if
married), designate a person or persons as his or her Beneficiary by filing a
written designation of Beneficiary with the Administrative Committee in the
time and manner established by the Committee. If no valid designation of
Beneficiary is in effect at the time of the Participant’s death, or if the
designated Beneficiary does not survive the Participant, the Beneficiary shall
be the Participant’s Surviving Spouse or, if there is no Surviving Spouse, the
Participant’s estate. For this purpose, if the Participant and the Beneficiary
die simultaneously, or if there is not sufficient evidence to establish who
died first, the Participant shall be deemed to have survived the Beneficiary.


 


34

















 


8.2.2                        (a)                                  Except
as provided in (b) below, a married Participant may only waive the
Qualified Pre-Retirement Survivor Annuity form of benefit and designate someone
other than his or her Spouse as Beneficiary after the first day of the Plan
Year in which the Participant reaches age 35 or, if earlier, after the date the
Participant terminates Employment, in accordance with Section 8.2.1 above.
Such a waiver and Beneficiary designation shall not be valid unless the
Participant receives, within the period beginning on the first day of the Plan
Year in which the Participant attains age 32 and ending with the close of the
Plan Year in which the Participant attains age 35, a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms and in such manner as
would be compared to the explanation provided for meeting the requirements
applicable to a Qualified Joint and Survivor Annuity in Section 7.2 above
and must satisfy requirements comparable to those provided in Section 7.2,
including notice and Spousal Consent requirements.


 


(b)                                 A married Participant
who will not have attained age 35 as of the end of the current Plan Year may
make a special qualified election to waive the Qualified Pre-Retirement
Survivor Annuity form of benefit and may, in accordance with Section 8.2.1
above, designate a non-Spouse Beneficiary. Such election shall not be valid
unless the Participant receives a written explanation of the Qualified
Pre-Retirement Survivor Annuity in such terms as are comparable to the
explanation required under Section 7.2. Qualified Pre-Retirement Survivor
Annuity coverage will be automatically reinstated as of the first day of the
Plan Year in which the Participant attains age thirty-five (35). Any new waiver
on or after such date shall be subject to the full requirements of this
Section. Such election shall be automatically revoked on the first day of the
Plan Year in which the Participant will reach age 35. The Participant’s Spouse
will then be his or her Beneficiary unless the Participant makes another
designation of Beneficiary in accordance with Section 8.2.1 above. The
Administrative Committee shall provide a married Participant with a notice
similar to that provided under Section 7.2.2 with respect to a Participant’s
right to designate someone other than his or her Spouse as Beneficiary. Such
notice shall be provided within the one year period ending after the date the
individual first becomes a Participant.


 


8.2.3                        Any
prior designation of a Beneficiary shall be automatically revoked upon the
subsequent marriage or remarriage of the Participant.


 


8.2.4                        To
the extent permitted by law and subject to any valid qualified domestic
relations order (as defined in Code Section 414(p)), a Participant’s
designation of his or her Spouse as Beneficiary shall be automatically revoked
upon the Participant’s subsequent divorce. The Participant shall not be
prevented from re-designating a former Spouse as his or her Beneficiary
following a divorce.


 


8.3                                 Required
Commencement


 


Notwithstanding any other provision of the
Plan to the contrary, if a Participant dies before his or her Benefit
Commencement Date, the Participant’s entire interest must be distributed within
five years after the year containing the Participant’s death, except that if
the designated Beneficiary is the Participant’s Surviving Spouse, then
distributions must begin within the year containing (a) the one-year
anniversary of the Participant’s death or, if later, (b) the date the
Participant would have attained age 70%.


 


35

















 


ARTICLE IX


 


FIDUCIARIES


 


9.1                                 Named
Fiduciaries


 


9.1.1                        The
Administrative Committee (or its delegate) shall be a “named fiduciary” (within
the meaning of Section 402(a)(2) of ERISA) of the Plan, with
authority to control and manage the operation and administration of the Plan.


 


9.1.2                        The
Company (or its delegate) shall be the “administrator” and “plan administrator”
(within the meaning of ERISA Section 3(16)(A) and Code Section 414(g),
respectively) with respect to the Plan.


 


9.1.3                        The
Trustee shall be a “named fiduciary” (within the meaning of ERISA Section 402(a)(2))
of the Plan, with the authority to manage and control Trust assets in
accordance with the terms of the Trust Agreement.


 


9.1.4                        There
are no “named fiduciaries” of the Plan other than the Administrative Committee
and the Trustee.


 


9.2                                 Employment
of Advisers


 


Each named fiduciary shall be authorized, to
the extent it deems advisable, to designate persons who are not named
fiduciaries to carry out fiduciary responsibilities allocated to it, to retain
accountants, agents, attorneys, actuaries and other professional consultants
and to rely upon information, statistics or analysis provided by any of such
persons.


 


9.3                                 Multiple
Fiduciary Capacities


 


Any “named fiduciary” with respect to the
Plan (as defined in ERISA Section 402(a)(2)) and any other “fiduciary” (as
defined in ERISA Section 3(21)) with respect to the Plan may serve in more
than one fiduciary capacity.


 


9.4                                 Payment
of Expenses


 


The reasonable expenses incident to the
operation of the Plan, including, without limitation, the compensation of the
Trustee, consultants, attorneys, fiduciaries and other advisors, shall be paid
out of the Trust to the extent permitted by law and to the extent not paid by
the Employer. All members of the Administrative Committee shall serve without
compensation from the Trust. Any determination by the Employer to pay all or
part of any expense shall not in any way limit the Employer’s right to
determine to have similar or other expenses paid out of the Trust assets at any
other time.


 


9.5                                 Indemnification


 


To the extent not prohibited by state or
federal law, the Company and each Participating Affiliate, jointly and
severally, agree to, and shall, indemnify and hold harmless any member of 


 


36

















 


the Administrative Committee or
any other Employee, officer or director of an Employer from all claims for
liability, loss, damage or expense (including payment of reasonable expenses in
connection with defense against any such claim) which result from any exercise
or failure to exercise any of the indemnified person’s responsibilities with
respect to the Plan, other than by reason of willful misconduct or a willful
failure to act.


 


37

















 


ARTICLE X


 


TRUSTEE AND TRUST FUND


 


10.1                           Establishment
of Trust


 


A Trust Agreement shall be executed between
the Company and the Trustee, which agreement shall provide for the creation of
the Trust to receive and hold all contributions and earnings therefrom.
Benefits provided under the Plan and expenses of administration of the Plan
shall be paid from the assets held in the Trust as directed by the
Administrative Committee and the Company, respectively.


 


10.2                           Powers
and Duties of the Trustee


 


10.2.1                  The
Trustee shall have exclusive authority and discretion to manage and control the
assets of the Plan in accordance with the terms of the Trust Agreement.


 


10.3                           Exclusive
Benefit


 


Except as provided in Section 3.7, the
Trust shall be maintained for the exclusive purpose of providing Plan benefits
to Participants and their Beneficiaries and paying the expenses of
administration of the Plan and the Trust to the extent not paid by the
Employer.


 


10.4                           Delegation
of Responsibility


 


The Trustee may designate persons, including
persons other than “named fiduciaries” (as defined in ERISA Section 402(a)(2)),
to carry out the specified responsibilities of the Trustee and shall not be
liable for any act or omission of a person so designated.


 


38

















 


ARTICLE XI


 


PLAN ADMINISTRATION


 


11.1                           The
Administrative Committee


 


11.1.1                  Administrative
Committee members shall be appointed by the Company and may be removed by the
Company at its discretion.  Unless the
Company otherwise provides, any member of the Administrative Committee who is
an Employee of the Company or an Affiliate at the time of his or her
appointment will be considered to have resigned from the Administrative Committee
when no longer an Employee. Employees of the Company or an Affiliate shall
receive no compensation for their services rendered to or as members of the
Administrative Committee.


 


11.1.2                  If
more than one member is appointed, the Administrative Committee shall act by a
majority of its members at the time in office, and such action may be taken
either by a vote at a meeting or in writing without a meeting. However, if less
than three members are appointed, the Administrative Committee shall act only upon
the unanimous consent of its members. The Administrative Committee may
authorize in writing any person to execute any document or documents on its
behalf, and any interested person, upon receipt of notice of such authorization
directed to it, may thereafter accept and rely upon any document executed by
such authorized person until the Administrative Committee shall deliver to such
interested person a written revocation of such authorization.


 


11.1.3                  A
member of the Administrative Committee who is also a Participant shall not vote
or act upon any matter relating solely to himself or herself unless such person
is the sole member of the Administrative Committee.


 


11.2                           Administrative
Committee Powers and Duties


 


The Administrative Committee is allocated
such duties and powers as may be necessary to discharge its duties hereunder
including, without limitation, the exclusive and discretionary authority to
perform the following functions:


 


(a)                                  To make such rules and
regulations as it shall deem necessary or proper for the efficient
administration of the Plan;


 


(b)                                 To interpret and
construe the Plan, to resolve any ambiguities and to decide any and all matters
arising hereunder including, without limitation, questions of fact as to
eligibility to participate in the Plan or receive benefits under the Plan or
the amount and timing of benefits under the Plan; provided,  however,
that all such interpretations and decisions shall be applied in a uniform and
nondiscriminatory manner to all similarly situated persons and shall be
conclusively binding upon all persons interested in the Plan. The
Administrative Committee has discretionary authority to grant or deny benefits
under this Plan. Benefits under the Plan will be provided only if the
Administrative Committee decides, in its sole discretion, that the applicant is
entitled to them;


 


(c)                                  To select the
Investment Funds;


 


39

















 


(d)                                 To appoint one or more
insurance companies;


 


(e)                                  To appoint one or
more Investment Managers;


 


(f)                                    To establish and
carry out a funding policy and method consistent with the objectives of the
Plan and the requirements of ERISA;


 


(g)                                 To monitor the limits
on contributions under Article III and to take action to assure that such
limits are satisfied for each Plan Year;


 


(h)                                 To authorize
disbursements from the Trust;


 


(i)                                     To prescribe
procedures to be followed by Participants or Beneficiaries who file
applications for benefits;


 


(j)                                     To approve the
design of enrollment forms, Beneficiary designation forms and any other forms
utilized in the administration of the Plan;


 


(k)                                  To prepare and
distribute, in such manner as the Administrative Committee determines to be
appropriate, information concerning the Plan;


 


(l)                                     To receive from
the Employer and from Participants such information as shall be necessary for
the proper administration of the Plan;


 


(m)                               To establish such
written procedures as it shall deem necessary or proper to determine the
qualified status, pursuant to Code Section 414(p) of any domestic
relations order received by the Administrative Committee which affects the
right of a Participant and any alternate payee to payment of benefits under the
Plan, and to administer distributions pursuant to any domestic relations order
which the Administrative Committee determines to be a qualified domestic
relations order within the meaning of Code Section 414(p).  However,
effective April 6, 2007, a domestic relations order shall not fail
to be treated as a “qualified domestic relations order” solely because (1) the
order is issued after, or revises, another domestic relations order or
qualified domestic relations order, and/or (2) solely because of the time
at which it is issued; provided, however, any such domestic relations order
shall be subject to the same requirements and protections that apply to
qualified domestic relations orders under ERISA § 206(d)(3);


 


(n)                                 To delegate, by
written instrument to one or more administrative subcommittees with respect to
each Employer, such of the powers and duties allocated herein to the
Administrative Committee as it deems advisable; any such subcommittee shall
consist of persons appointed by the Administrative Committee, taking into
consideration designations recommended by the principal executive officer of
any Employer; and


 


(o)                                 To make
recommendations to the Company concerning amendments to the Plan.


 


11.3                           Claims
Procedure


 


The Administrative hereby adopts the
procedure set forth below for reviewing benefits claims under the Plans:


 


40
















 


(a)                                  A Participant or
Beneficiary shall submit all claims for benefits under the Plans in writing to
the Administrative Committee.


 


(b)                                 The Administrative
Committee shall send to the Participant or Beneficiary written notice of its
decision within ninety (90) days of receiving the claim. The period may be
extended to one hundred eighty (180) days if the Administrative Committee
notifies the claimant in writing within the initial ninety (90) day period that
special circumstances exist which require an extension of the period.  The written decision from the Administrative
Committee shall set forth:


 


(i)                                     the
specific reasons for the decision;


 


(ii)                                  the
specific Plan provisions upon which the decision is based;


 


(iii)                               a
description of any additional material or information necessary for the
Participant or Beneficiary to perfect the claim for benefits and an explanation
of the reasons why such material or information is necessary;


 


(iv)                              information
regarding procedures for submitting a request for review of the decision on the
claim; and


 


(v)                                 a
statement of the claimant’s right to bring an action under ERISA Section 502(a) following
an adverse benefit determination on review.


 


(c)                                  If the Administrative
Committee denies the claim in whole or in part, the Participant or Beneficiary
may submit a written request for review to the Administrative Committee within
sixty (60) days of the notice of denial, pursuant to the procedures referenced
in paragraph (b)(iv) above. The Participant or Beneficiary shall set forth
all the grounds upon which the request for review is based and may submit
issues or comments in writing. The Participant or Beneficiary shall also be
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the claim
for benefits.


 


(d)                                 The Administrative
Committee shall send the Participant or Beneficiary written notice of its
decision within sixty (60) days after the Administrative Committee receives the
request for review. The review period may be extended to one hundred twenty
(120) days if the Administrative Committee notifies the claimant within the
initial sixty (60) day period that special circumstances exist which require an
extension of the review period. The Administrative Committee’s written decision
shall set forth the specific reasons for the decision and the Plan provision on
which the decision is based. The Administrative Committee’s written decision
shall also include a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for benefits,
and a statement of the claimant’s right to bring an action under ERISA Section 502(a).
All such decisions of the Administrative Committee shall be final, conclusive
and binding upon all Participants, Beneficiaries, and other interested persons.


 


(e)                                  If applicable, claims
for benefits due to Disability shall be decided in accordance with Section 2560.503-1
of the U.S. Department of Labor regulations.


 


41

















 


11.4                           Delegation
of Responsibility


 


The Administrative Committee may designate
persons, including persons other than “named fiduciaries” (as defined in ERISA Section 402(a)(2)),
to carry out the specified responsibilities of the Administrative Committee and
shall not be liable for any act or omission of a person so designated.


 


42

















 


ARTICLE XII


 


MANAGEMENT, CONTROL AND INVESTMENT OF PLAN
ASSETS


 


12.1                           Investment
Funds


 


12.1.1                  The
Administrative Committee may establish one or more Investment Funds as it shall
from time to time determine for the investment of a Participant’s Accounts.
Notwithstanding the foregoing, the Administrative Committee, in accordance with
Section 404(c) of ERISA, shall make available at all times at least
three investment alternatives, each of which is diversified and has materially
different risk and return characteristics. The investment alternatives in the
aggregate shall enable each Participant, by choosing among them, to achieve a
portfolio with aggregate risk and return characteristics at any point within
the range normally appropriate for the Participant and which, in the aggregate,
tend to minimize through diversification the overall risk of the Participant’s
portfolio. The Plan is intended to constitute a plan described in Section 404(c) of
ERISA and Section 2550.404c-1 of the Department of Labor Regulations, such
that, to the extent applicable, the fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of the
investments instructions given by Participants and Beneficiaries under the
Plan.


 


12.1.2                  Each
Participant shall exercise control over the assets in his Accounts and is
solely responsible for his investment elections. The Plan fiduciaries are not
empowered to advise a Participant as to the manner in which his Accounts shall
be invested. The fact that an Investment Fund is available to Participants for
investment under the Plan shall not be construed as a recommendation for
investment in that fund.


 


12.2                           Valuation
of Accounts


 


A Participant’s Accounts shall be revalued at
fair market value on each Valuation Date, with earnings and losses since the
previous Valuation Date being credited to the Participant’s Account. Earnings
and losses of the particular Investment Funds shall be allocated in the ratio
that the portion of the Account Balance of a Participant invested in a
particular Investment Fund bears to the total amount invested in such fund.


 


12.3                           Investment
in Insurance Contract


 


The Administrative Committee may appoint one
or more insurance companies to hold assets of the Plan, and may purchase
insurance contacts or policies from one or more insurance companies with assets
of the Plan. Neither the Trustee nor the Administrative Committee shall be
liable for any act or omission of an insurance company with respect to any
duties delegated to any insurance company.


 


12.4                           The
Investment Manager


 


12.4.1                  The
Administrative Committee may, by an instrument in writing, appoint one or more
persons as an Investment Manager. Each person so appointed shall be (a) an
investment adviser registered under the Investment Advisers Act of 1940, (b) a
bank as defined in that Act, or (c) an 


 


43

















 


insurance company qualified to manage, acquire or dispose of any asset
of the Plan under the laws of more than one state.


 


12.4.2                  Each
Investment Manager shall acknowledge in writing that it is a fiduciary (as
defined in ERISA Section 3(21)) with respect to the Plan. The Company or
the Administrative Committee shall enter into an agreement with each Investment
Manager specifying the duties and compensation of such Administrative Manager
and the other terms and conditions under which such Investment Manager shall be
retained. Neither the Trustee nor the Administrative Committee shall be liable
for any act or omission of any Investment Manager and shall not be liable for
following the advice of any Investment Manager with respect to any duties
delegated to any Investment Manager.


 


12.4.3                  The
Administrative Committee shall have the power to determine the Trust assets to
be invested pursuant to the direction of a designated Investment Manager and to
set investment objectives and guidelines for the Investment Manager.


 


12.5                           Compensation


 


Each insurance company, Investment Manager
and Trustee shall be paid such reasonable compensation, in addition to their
expenses, as shall from time to time be agreed to by the Company or other
person making such appointment; provided, however, that no such compensation
shall be paid to any person who is an Employee.


 


44

















 


ARTICLE XIII


 


PLAN AMENDMENT OR TERMINATION


 


13.1                           Plan
Amendment


 


The Company shall have the right at any time
to amend the Plan, by an instrument in writing, effective retroactively or
otherwise, provided that no such amendment shall have any of the effects
specified in Section 1.3.2.


 


13.2                           Limitations
of Plan Amendment


 


No Plan amendment shall:


 


(a)                                  authorize any part of
the Trust to be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their Beneficiaries;


 


(b)                                 decrease the Account
Balance of any Participant or his or her Beneficiary under the Plan except to
the extent permitted under Code Section 412(c)(8);


 


(c)                                  reduce the vested
percentage of any Participant;


 


(d)                                 eliminate an optional
form of benefit except to the extent permitted by Code Section 411 (d)(6);
or


 


(e)                                  change the vesting
schedule, either directly or indirectly, unless each Participant having not
less than three years of Vesting Service is permitted to elect, within a
reasonable period specified by the Administrative Committee after the adoption
of such amendment, to have his or her vested percentage computed without regard
to such amendment. The period during which the election may be made shall
commence with the date the amendment is adopted and shall end as the later of:


 


(i)                                     sixty
days after the amendment is adopted;


 


(ii)                                  sixty
days after the amendment is becomes effective; or


 


(iii)                               sixty
days after the Participant is issued written notice by the Administrative
Committee.


 


13.3                           Right
of the Company to Terminate Plan


 


The Company intends and expects that from
year to year it will be able to and will deem it advisable to continue this
Plan in effect and to make contributions as herein provided. The Company
reserves the right, however, to terminate the Plan at any time.


 


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13.4                           Effect
of Partial or Complete Termination


 


13.4.1                  As
of the date of a “partial termination” of the Plan or a complete discontinuance
of contributions under the Plan, each affected Participant who is then an
Employee shall become 100% vested in his or her Account Balance.


 


13.4.2                  As
of the date of a “complete termination” of the Plan, each affected Participant
who is then an Employee shall become 100% vested in his or her Account balance,
and distributions shall be made as soon as practicable thereafter, as
determined by the Administrative Committee, in accordance with Article VII.


 


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ARTICLE XIV


 


MISCELLANEOUS PROVISIONS


 


14.1                           Plan
Not a Contract of Employment


 


The Plan is not a contract of Employment, and
the terms of Employment of any Employee shall not be affected in any way by the
Plan or related instruments except as specifically provided therein.


 


14.2                           Source
of Benefits


 


Benefits under the Plan shall be paid or
provided for solely from the Trust, and neither the Employer, the
Administrative Committee, Trustee, Investment Manager or insurance company
shall assume any liability therefor.


 


14.3                           Benefits
Not Assignable


 


Except as permitted in Code Section 401(a)(13)
and ERISA Section 206(d), benefits provided under the Plan may not be
assigned or alienated, either voluntarily or involuntarily. The preceding
sentence shall not apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant pursuant to a domestic
relations order which the Administrative Committee determines to be a “qualified
domestic relations order” (as defined in Code Section 414(p)).


 


14.4                           Domestic
Relations Orders


 


Any other provision of the Plan to the
contrary notwithstanding, the Administrative Committee shall have all powers
necessary with respect to the Plan for the proper operation of Code Section 414(p) with
respect to qualified domestic relations orders referred to in Section 14.3,
including, but not limited to, the power to establish all necessary or
appropriate procedures, to authorize the establishment of new accounts with
such assets and, subject to such investment control by the Administrative
Committee as the Administrative Committee may deem appropriate, and the
Administrative Committee may decide upon and make direct appropriate
distributions therefrom. To the extent provided in a qualified domestic
relations order, within the meaning of Code Section 414(p), distribution
of any portion of a Participant’s vested Account Balance allocated to an
alternate payee may be made whether or not the Participant has terminated
Employment or is otherwise eligible to receive a distribution.


 


14.5                           Benefits
Payable to Minors, Incompetents and Others


 


In the event any benefit is payable to a
minor or to a person otherwise under a legal disability, or who, in the sole
discretion of the Administrative Committee, is by reason of advanced age,
illness or other physical or mental incapacity incapable of handling and
disposing of his or her property, or otherwise is in such position or condition
that the Administrative Committee believes that he or she could not utilize the
benefit for his or her support or welfare, the Administrative Committee shall
have discretion to apply the whole or any part of such benefit directly to the
care, comfort, maintenance, support, education or use of such person, or to 


 


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pay the whole or any part of
such benefit to the parent of such person; to the guardian, committee,
conservator or other legal representative, wherever appointed, of such person;
to the person with whom such person is residing; or to any other person having
the care and control of such person.  The
receipt by any such person to whom any such payment on behalf of any
Participant or Beneficiary is made shall be a sufficient discharge therefor.


 


14.6                           Merger
or Transfer of Assets


 


14.6.1                  Subject
to Section 14.6.2, the Company may direct that the Plan be merged or
consolidated with, or may transfer all or a portion of its assets and
liabilities to, another plan or may receive assets and liabilities from another
plan. The Administrative Committee may take whatever action it deems necessary
or appropriate to effect any such merger, consolidation or transfer. Any
optional forms of benefit or other special provisions applicable to a
Participant for whom an account balance has been transferred to this Plan from
another plan shall be set forth in an Appendix hereto.


 


14.6.2                  The
Plan may not merge or consolidate with, or transfer any assets or liabilities
to, any other plan, unless each Participant would (if the Plan then terminated)
receive a benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit he or she would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).


 


14.7                           Participation
in the Plan by an Affiliate


 


14.7.1                  With
the consent of the Company and by duly authorized action, an Affiliate may
adopt the Plan. Participating Affiliate contributions shall be allocated solely
to Eligible Employees of the Participating Affiliate. Company contributions
shall be allocated solely to Eligible Employees of the Company.


 


14.7.2                  With
the consent of the Company and by duly authorized action, any other Employer
may terminate its participation in the Plan or withdraw from the Plan and the
Trust.


 


14.7.3                  A
Participating Affiliate shall have no independent power with respect to the
Plan except as specifically provided by this Section 14.7.


 


14.8                           Action
by the Company or a Participating Affiliate


 


Any action required to be taken by the
Company or any Participating Affiliate pursuant to the terms of the Plan shall
be taken by its board of directors or any person or persons duly empowered to
act on its behalf.


 


14.9                           Provision
of Information


 


For purposes of the Plan, each Employee shall
execute such forms as may be reasonably required by the Administrative
Committee, and the Employee shall make available to the Administrative
Committee and the Trustee any information they may reasonably request in this
regard.


 


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14.10                     Notice of
Address


 


Each person entitled to benefits under this
Plan must file with the Administrative Committee, in writing, his or her post
office address and each subsequent change of post office address. Any
communication, statement or notice addressed to such person at his or her
latest reported post office address will be binding on him or her for all
purposes under the Plan.


 


14.11                     Controlling
Law


 


The Plan is intended to qualify under Code Section 401(a) and
to comply with ERISA, and its terms shall be interpreted accordingly.
Otherwise, to the extent not preempted by ERISA, the laws of the State of New
York shall control the interpretation and performance of the terms of the Plan.


 


14.12                     Military
Service


 


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


 


14.13                     Conditional
Adoption


 


Anything in the foregoing to the contrary
notwithstanding, the Plan has been adopted on the express condition that the
Plan will be considered by the Internal Revenue Service as qualifying under the
provisions of Code Section 401(a), and the Trust will be considered as
qualifying for exemption from taxation under Code Section 501(a). If the
Internal Revenue Service determines that the Plan or Trust does not so qualify,
the Plan shall be amended or terminated as decided by the Company.


 


14.14                     Word Usage
and Article and Section References


 


As used in the Plan, the masculine includes
the feminine, the singular includes the plural, and the plural includes the
singular, unless qualified by the context. Titles of Articles and Sections of
the Plan are for convenience of reference only and are to be disregarded in
applying the provisions of the Plan.


 


14.15                     Effect of
Mistake


 


In the event of a mistake or misstatement as
to the age, eligibility, participation of an Eligible Employee, Vesting
Service, the amount of contributions made by or on behalf of a Participant or
the amount of distributions made or to be made to a Participant or Beneficiary,
the Administrative Committee shall, to the extent it deems it possible, make
the necessary adjustments (including, but not limited to, recoupment, reduction
in benefit payments, offset of benefit payments or return of overpayments) to
grant to such Participant or Beneficiary the credits or distributions to which
he is properly entitled under the Plan.


 


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IN WITNESS WHEREOF, this Plan is hereby
adopted, effective as of January 1, 2008 to be signed this       
day of                        ,
2008.


 


 


	
   

  	
  ROCKWOOD SPECIALTIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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