Exhibit 10.14(a)


 


DEFINED BENEFIT RETIREMENT INCOME PLAN

FOR CERTAIN EMPLOYEES OF

AMERICAN MULTI-CINEMA, INC.


 


 


Defined Benefit Plan 8.0



Restated January 1, 1997


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  FORMAT AND DEFINITIONS

  	
  2

  
	
  SECTION 1.01—

  	
  FORMAT

  	
  2

  
	
  SECTION 1.02—

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PARTICIPATION

  	
  18

  
	
  SECTION 2.01—

  	
  ACTIVE PARTICIPANT

  	
  18

  
	
  SECTION 2.02—

  	
  INACTIVE PARTICIPANT

  	
  18

  
	
  SECTION 2.03—

  	
  CESSATION OF PARTICIPATION

  	
  19

  
	
  SECTION 2.04—

  	
  ADOPTING EMPLOYERS - SINGLE PLAN

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONTRIBUTIONS

  	
  21

  
	
  SECTION 3.01—

  	
  EMPLOYER CONTRIBUTIONS

  	
  21

  
	
  SECTION 3.02—

  	
  INVESTMENT OF CONTRIBUTIONS

  	
  21

  
	
  SECTION 3.03—

  	
  FUNDING POLICY

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RETIREMENT BENEFITS

  	
  22

  
	
  SECTION 4.01—

  	
  ACCRUED
  BENEFIT

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01A—FRESH-START RULES

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01B—INTEGRATION IN MORE THAN ONE PLAN

  	
  23

  
	
  SECTION 4.02—

  	
  DISREGARD OF
  ACCRUED BENEFIT

  	
  23

  
	
  SECTION 4.03—

  	
  BENEFIT
  LIMITATION

  	
  23

  
	
  SECTION 4.04—

  	
  AMOUNT OF
  BENEFIT AT RETIREMENT

  	
  30

  
	
  SECTION 4.05—

  	
  TEMPORARY
  LIMITATION OF BENEFITS

  	
  32

  
	
  SECTION 4.06—

  	
  BENEFITS UPON
  EMPLOYMENT AFTER RETIREMENT DATE

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  OTHER BENEFITS

  	
  35

  
	
  SECTION 5.01—

  	
  DEATH
  BENEFITS

  	
  35

  
	
  SECTION 5.02—

  	
  VESTED
  BENEFITS

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS

  	
  38

  
	
  SECTION 6.01—

  	
  WHEN BENEFITS
  START

  	
  38

  
	
  SECTION 6.02—

  	
  AUTOMATIC
  FORMS OF DISTRIBUTION

  	
  38

  
	
  SECTION 6.03—

  	
  OPTIONAL
  FORMS OF DISTRIBUTION

  	
  39

  
	
  SECTION 6.04—

  	
  ELECTION
  PROCEDURES

  	
  39

  
	
  SECTION 6.05—

  	
  NOTICE
  REQUIREMENTS

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  DISTRIBUTION REQUIREMENTS

  	
  43

  
	
  SECTION 7.01—

  	
  APPLICATION

  	
  43

  
	
  SECTION 7.02—

  	
  DEFINITIONS

  	
  43

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 7.03—

  	
  DISTRIBUTION
  REQUIREMENTS

  	
  44

  
	
  SECTION 7.04—

  	
  MINIMUM
  ACTUARIAL INCREASE

  	
  48

  
	
  SECTION 7.05—

  	
  TRANSITIONAL
  RULE

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  TERMINATION OF PLAN

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  ADMINISTRATION OF PLAN

  	
  51

  
	
  SECTION 9.01—

  	
  ADMINISTRATION

  	
  51

  
	
  SECTION 9.02—

  	
  EXPENSES

  	
  51

  
	
  SECTION 9.03—

  	
  RECORDS

  	
  51

  
	
  SECTION 9.04—

  	
  INFORMATION
  AVAILABLE

  	
  51

  
	
  SECTION 9.05—

  	
  CLAIM AND
  APPEAL PROCEDURES

  	
  52

  
	
  SECTION 9.06—

  	
  DELEGATION OF
  AUTHORITY

  	
  52

  
	
  SECTION 9.07—

  	
  EXERCISE OF
  DISCRETIONARY AUTHORITY

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL PROVISIONS

  	
  53

  
	
  SECTION 10.01—

  	
  AMENDMENTS

  	
  53

  
	
  SECTION 10.02—

  	
  DIRECT
  ROLLOVERS

  	
  54

  
	
  SECTION 10.03—

  	
  MERGERS AND
  DIRECT TRANSFERS

  	
  54

  
	
  SECTION 10.04—

  	
  PROVISIONS
  RELATING TO THE INSURER

  	
  55

  
	
  SECTION 10.05—

  	
  EMPLOYMENT
  STATUS

  	
  55

  
	
  SECTION 10.06—

  	
  RIGHTS TO
  PLAN ASSETS

  	
  55

  
	
  SECTION 10.07—

  	
  BENEFICIARY

  	
  55

  
	
  SECTION 10.08—

  	
  NONALIENATION
  OF BENEFITS

  	
  56

  
	
  SECTION 10.09—

  	
  CONSTRUCTION

  	
  56

  
	
  SECTION 10.10—

  	
  LEGAL ACTIONS

  	
  56

  
	
  SECTION 10.11—

  	
  SMALL AMOUNTS

  	
  56

  
	
  SECTION 10.12—

  	
  WORD USAGE

  	
  57

  
	
  SECTION 10.13—

  	
  MILITARY
  SERVICE

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  TOP-HEAVY PLAN REQUIREMENTS

  	
  58

  
	
  SECTION 11.01—

  	
  APPLICATION

  	
  58

  
	
  SECTION 11.02—

  	
  DEFINITIONS

  	
  58

  
	
  SECTION 11.03—

  	
  MODIFICATION
  OF VESTING REQUIREMENTS

  	
  61

  
	
  SECTION 11.04—

  	
  MODIFICATION
  OF ACCRUED BENEFIT

  	
  62

  
	
  SECTION 11.05—

  	
  MODIFICATION
  OF BENEFIT LIMITATION

  	
  63

  
				



 


ii

















 


INTRODUCTION


 


The Primary
Employer previously established a defined benefit retirement plan effective
January 1, 1975.


 


The Primary
Employer is of the opinion that the plan should be changed. It believes that
the best means to accomplish these changes is to completely restate the plan’s
terms, provisions and conditions. The restatement, generally effective January
1, 1997, is set forth in this document and is substituted in lieu of the prior
document.


 


This
restatement is made retroactively to reflect various law changes, including
statutes known collectively as “GUST,” made through the Community Renewal Tax
Relief Act of 2000. The provisions of this Plan apply as of the effective date
of the restatement except as provided in the attached addendum(s) which reflect
the operation of the Plan between the effective date of the restatement and the
date this restatement is adopted and identify those provisions which are not
amended retroactively.


 


The restated
plan continues to be for the exclusive benefit of employees of the Employer.
All persons covered under the plan on December 31, 1996, shall continue to be
covered under the restated plan with no loss of benefits.


 


It is intended
that the plan, as restated, shall continue to qualify under the Internal
Revenue Code of 1986, including any later amendments to the Code.


 


1

















 


ARTICLE I



FORMAT AND DEFINITIONS


 


SECTION 1.01—FORMAT.


 


Words and
phrases defined in the DEFINITIONS SECTION of Article I shall have that defined
meaning when used in this Plan, unless the context clearly indicates otherwise.


 


These words
and phrases will have an initial capital letter to aid in identifying them as
defined terms.


 


SECTION 1.02—DEFINITIONS.


 


Accrual Break in Service means
an Accrual Computation Period in which
an Employee is credited with 500 or fewer Hours-of-Service. An Employee incurs
an Accrual Break in Service on the last day of an Accrual Computation Period in
which he has an Accrual Break in Service.


 


Accrual Computation Period
means, prior to January 1, 1992, a 12-consecutive month period beginning on an
Employee’s Employment Commencement Date or Reemployment Commencement Date
(whichever applies) and on each anniversary thereof. The Accrual Computation
Period beginning in 1992 shall be the partial year from the Employee’s
Employment Commencement Date or Reemployment Commencement Date or anniversary
thereof (whichever applies) to December 31, 1992. On and after January 1, 1993,
the Accrual Computation Period means a 12-consecutive month period ending on
the last day of the Plan Year.


 


Accrual  Service means one year of service for each
Accrual Computation Period in which an Employee is credited with at least 1,000
Hours-of-Service except for the Accrual Computation Period beginning in 1992
which shall be equal to a partial year of service for the period from the date
of the beginning of the Participant’s Accrual Computation Period in 1992 to
December 31, 1992, expressed as a percentage of a year and rounded up to the
next five percent (.05) of a partial year of service, but not greater than 1.0
year of service, provided the Participant is credited with at least one
Hour-of-Service during the 1992 Accrual Computation Period.


 


However, Accrual Service is modified as follows: 


 


Service excluded:


 


Service
accrued for an Accrual Computation Period in which an Employee was not an
Eligible Employee is excluded.


 


Rule of parity service excluded:


 


An Employee’s
Accrual Service, accumulated before an Accrual Break in Service, shall be
excluded if


 


(a)           his Vesting Percentage is zero, and


 


(b)                                 his
latest period of consecutive Accrual Breaks in Service equals or exceeds the
greater of (i) five years, or (ii) his
prior Accrual Service (disregarding any Accrual Service that was excluded
because of a previous period of Accrual Breaks in Service).


 


Before the
first Yearly Date in 1985, (i) above shall be one year. 


 


2

















 


Period of Military Duty included:


 


A Period of
Military Duty shall be included as service with the Employer to the extent it
has not already been credited, but only to the extent required by law. For purposes
of crediting Hours-of-Service during the Period of Military Duty, an
Hour-of-Service shall be credited (without regard to the 501 Hour-of-Service
limitation) for each hour an Employee would normally have been scheduled to
work for the Employer during such period.


 


Accrued Benefit
means on any date, the amount of monthly retirement benefit on the Normal Form
accrued by an Active Participant. See the ACCRUED BENEFIT SECTION of Article
IV.


 


Active  Participant means an Eligible Employee who
is actively participating in the Plan according to the provisions in the ACTIVE
PARTICIPANT SECTION of Article II.


 


Actuarial  Equivalent means equality in the value of
the aggregate amount expected to be received under different forms of payment.


 


The amount of each payment under an optional form
shall be based on 7.5 percent interest and the mortality table as set forth in
Revenue Ruling 95-6, 1995-1 C.B. 80, except as otherwise provided below.


 


For purposes of determining the amount of a
distribution other than an annual benefit that is nondecreasing for the life of
the Participant or, in the case of a qualified preretirement survivor annuity,
the life of the Participant’s spouse; or that decreases during the life of the
Participant merely because of the death of the surviving annuitant (but only if
the reduction is to a level not below 50% of the annual benefit payable before
the death of the surviving annuitant) or merely because of the cessation or
reduction of Social Security supplements or qualified disability payments,
Actuarial Equivalent shall mean the Present Value.


 


In any event, the preceding paragraphs shall not apply
to the extent they would cause the Plan to fail to satisfy the requirements of
the BENEFIT LIMITATION SECTION of Article IV.


 


In the event the basis for determining Actuarial
Equivalent is changed, Actuarial Equivalent of the Participant’s Accrued
Benefit on and after the date of the change shall be determined as the greater
of (a) the Actuarial Equivalent of the Accrued Benefit as of the date of the
change computed on the old basis, or (b) the Actuarial Equivalent of the total
Accrued Benefit computed on the new basis.- The preceding sentence shall not
apply to the change in Present Value which replaced the PBGC interest rate or a
rate based on the PBGC interest rate with the Applicable Interest Rate.


 


Adopting Employer means
an employer which is a Controlled Group Member and which is listed in the
ADOPTING EMPLOYERS - SINGLE PLAN SECTION of
Article II.


 


Affiliated Service Group means
any group of corporations, partnerships or other organizations of which the
Employer is part and which is affiliated within the meaning of Code Section
414(m) and regulations thereunder. Such a group includes at least two
organizations one of which is either a service organization (that is, an
organization the principal business of which is performing services), or an
organization the principal business of which is performing management functions
on a regular and continuing basis. Such service is of a type historically
performed by employees. In the case of a management organization, the
Affiliated Service Group shall include organizations related, within the
meaning of Code Section 144(a)(3), to either the management organization or the
organization for which it performs management functions. The term Controlled
Group, as it is used in this Plan, shall include the term Affiliated Service
Group.


 


3

















 


Annuity Contract
means the annuity contract or contracts into which the Primary Employer enters
with the Insurer for guaranteed benefits, for the investment of Contributions
in separate accounts and for the payment of benefits under this Plan. The term
Annuity Contract as it is used in this Plan shall include the plural unless the
context clearly indicates the singular is meant.


 


Annuity Starting  Date means, for a Participant, the first
day of the first period for which an amount is payable as an annuity or any
other form.


 


The Annuity Starting Date for disability benefits
shall be the date such benefits commence if the disability benefit is not an
auxiliary benefit. An auxiliary benefit is a disability benefit which does not
reduce the benefit payable at Normal Retirement Age.


 


Applicable Interest Rate means
the rate of interest on 30-year Treasury securities as specified by the
Commissioner for the look-back month for the stability period. The look-back
month applicable to the stability period is the second calendar month preceding
the first day of the stability period of the Plan Year that contains the
Annuity Starting Date for the distribution and for which the Applicable
Interest Rate remains constant.


 


A plan amendment that changes the date for determining
the Applicable Interest Rate (including an indirect change such as the result
of a change in Plan Year when the stability period is the Plan Year), shall not
be given effect with respect to any distribution during the period commencing
one year after the later of the amendment’s effective date or adoption date,
if, during such period and as a result of such amendment, the Participant’s
distribution would be reduced.


 


Applicable Mortality Table means,
on any date, the table according to the method set forth in Code Section
417(e).


 


Average Compensation means,
on any given date, the average of an Employee’s Monthly Compensation for those
five consecutive Compensation Years (all Compensation Years, if less than five)
which give the highest average out of all Compensation Years.


 


In computing Average Compensation, the Plan will exclude
Compensation Years in which the Employee terminates employment with the
Employer unless such Employee is rehired within the same Compensation Year in
which he terminated employment with the Employer. This Plan will also exclude
Compensation Years in which an Employee performs no Hours-of-Service.


 


Beneficiary means
the person or persons named by a Participant to receive any benefits under this
Plan upon the Participant’s death. See the BENEFICIARY SECTION of Article X.


 


Claimant means any
person who has made a claim for benefits under this Plan. See the CLAIM AND
APPEAL PROCEDURES SECTION of Article IX.


 


Code means the
Internal Revenue Code of 1986, as amended.


 


Compensation means,
except for purposes of the BENEFIT LIMITATION SECTION of Article IV and Article
XI, the total earnings, except as modified in this definition, paid or made
available to an Employee by the Employer during any specified period.


 


“Earnings” in this definition means wages within the
meaning of Code Section 3401(a) and all other payments of compensation to an
Employee by the Employer (in the course of the Employer’s trade or business)
for which the Employer is required to furnish the Employee a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed


 


4

















 


(such as the exception for agricultural labor in Code
Section 3401(a)(2)). The amount reported in the “Wages, Tips and Other
Compensation” box on Form W-2 satisfies this definition.


 


For any Self-employed Individual, Compensation means
Earned Income.


 


Compensation shall exclude any special compensation
which includes moving expenses, personal use of company cars, and any excess
insurance premiums which are taxable.


 


Compensation shall also include elective
contributions. For this purpose, elective contributions are amounts contributed
by the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Employee under Code Section 125,
402(e)(3), 402(h)(1)(B), or 403(b). Elective contributions also include
compensation deferred under a Code Section 457 plan maintained by the Employer
and employee contributions “picked up” by a governmental entity and, pursuant
to Code Section 414(h)(2), treated as Employer contributions. For years
beginning after December 31, 1997, elective contributions shall also include
amounts contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Employee under Code
Section 132(f)(4).


 


For Plan Years beginning on or after January 1, 1994,
the annual Compensation of each Participant taken into account for determining
all benefits provided under the Plan for any determination period shall not
exceed $150,000, as adjusted for increases in the cost-of-living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a
calendar year applies to any determination period beginning in such calendar
year.


 


If a determination period consists of fewer than 12
months, the annual limit is an amount equal to the otherwise applicable annual
limit multiplied by a fraction. The numerator of the fraction is the number of
months in the short determination period, and the denominator of the fraction
is 12.


 


If Compensation for any prior determination period is
taken into account in determining a Participant’s contributions or benefits for
the current Plan Year, the Compensation for such prior determination period is
subject to the applicable annual compensation limit in effect for that
determination period. For this purpose, in determining contributions or
benefits in Plan Years beginning on or after January 1, 1994, the annual
compensation limit in effect for determination periods beginning before that
date is $150,000.


 


Compensation means, for a Leased Employee,
Compensation for the services the Leased Employee performs for the Employer,
determined in the same manner as the Compensation of Employees who are not
Leased Employees, regardless of whether such Compensation is received directly
from the Employer or from the leasing organization.


 


Compensation Year means
the consecutive 12-month period ending on December 31, including the three
corresponding 12 consecutive month periods before an Employee’s
Entry Date or the Employee’s total period of employment, if less.


 


For any Compensation Year in which the Employee is
absent from service and has non-paid Hours-of-Service, Compensation for that
Compensation Year is the greater of the Employee’s Compensation for the
Compensation Year immediately preceding the Compensation Year in which the absence
began, or the Employee’s Compensation for the current Compensation Year.


 


Contingent Annuitant
means an individual named by the Participant to receive a lifetime benefit
after the Participant’s death according to a survivorship life annuity form of
distribution.


 


Contributions means
Employer Contributions as set out in Article III.


 


5

















 


Controlled Group
means any group of corporations, trades or businesses of which the Employer is
a part that are under common control. A Controlled Group includes any group of
corporations, trades or businesses, whether or not incorporated, which is
either a parent-subsidiary group, a brother-sister group, or a combined group
within the meaning of Code Section 414(b), Code Section 414(c) and regulations
thereunder and, for purposes of determining benefit limitations under the
BENEFIT LIMITATION SECTION of Article IV, as modified by Code Section 415(h)
and, for the purpose of identifying Leased Employees, as modified by Code Section
144(a)(3). The term Controlled Group, as it is used in this Plan, shall be
deemed to include the term Affiliated Service Group and any other employer
required to be aggregated with the Employer under Code Section 414(o) and the
regulations thereunder.


 


Covered Compensation means, for
a Plan Year, the average (without indexing) of the Taxable Wage Bases in effect
for each calendar year during the 35-year period ending with the last day of
the calendar year in which the Participant attains (or will attain) Social
Security Retirement Age. No increase in Covered Compensation shall decrease a
Participant’s Accrued Benefit under the Plan.


 


In determining a Participant’s Covered Compensation
for a Plan Year, the Taxable Wage Base in effect for the current Plan Year and
any subsequent Plan Year shall be assumed to be the same as the Taxable Wage
Base in effect as of the beginning of the Plan Year for which the determination
is being made.


 


A Participant’s Covered Compensation for a Plan Year
before the 35-year period ending with the last day of the calendar year in
which the Participant attains Social Security Retirement Age is the Taxable
Wage Base in effect as of the beginning of the Plan Year. A Participant’s
Covered Compensation for a Plan Year after such 35-year period is the
Participant’s Covered Compensation for the Plan Year during which the 35-year
period ends.


 


Direct  Rollover means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.


 


Distributee means
an Employee or former Employee. In addition, the Employee’s or former Employee’s
surviving spouse and the Employee’s or former Employee’s spouse or former
spouse who is the alternate payee under a qualified domestic relations order,
as defined in Code Section 414(p), are Distributees with regard to the interest
of the spouse or former spouse.


 


Early Retirement Age
means a Participant’s age on the date he meets both of the following
requirements:


 


(a)                                  He
has attained age 55.


 


(b)                                 He
has completed 15 years of Vesting Service.


 


Early Retirement Date
means the first day of any month before a Participant’s Normal Retirement Date
which the Participant selects for the start of his retirement benefits. This
day may be on or after the date on which he ceases to be an Employee and reached
Early Retirement Age. If a Participant ceases to be an Employee before
satisfying any age requirement for Early Retirement Age, but after satisfying
any other requirements, the Participant shall be entitled to elect an early
retirement benefit upon satisfying such age requirement.


 


Earned Income means,
for a Self-employed Individual, net earnings from self-employment in the trade
or business for which this Plan is established if such Self-employed Individual’s
personal services are a material income producing factor for that trade or
business. Earned Income shall be determined without regard to items not
included in gross income and the deductions properly allocable to or chargeable
against such items. Earned Income shall be reduced for the employer


 


6

















 


contributions to the Employer’s qualified retirement
plan(s) to the extent deductible under Code Section 404.


 


Net earnings shall be determined with regard to the
deduction allowed to the Employer by Code Section 164(f) for taxable years
beginning after December 31, 1989.


 


Eligibility Break In
Service means an Eligibility
Computation Period in which an Employee is credited with 500 or fewer
Hours-of-Service. An Employee incurs an Eligibility Break in Service on the
last day of an Eligibility Computation Period in which he has an Eligibility
Break in Service.


 


Eligibility Computation Period means
a consecutive 12-month period. The first Eligibility Computation Period begins
on an Employee’s Employment Commencement Date. Later Eligibility Computation
Periods shall be consecutive 12-month periods ending on the last day of each
Plan Year that begins after his Employment Commencement Date.


 


To determine an Eligibility Computation Period after
an Eligibility Break in Service, the Plan shall use the consecutive 12-month
period beginning on an Employee’s Reemployment Commencement Date as if his
Reemployment Commencement Date were his Employment Commencement Date.


 


Eligibility Service means
one year of service for each Eligibility Computation Period that has ended and
in which an Employee is credited with at least 1,000 Hours-of-Service.


 


However, Eligibility Service is modified as follows:


 


Service with a Predecessor Employer which did not
maintain this Plan included:


 


An Employee’s
service with a Predecessor Employer which did not maintain this Plan shall be
included as service with the Employer. An Employee’s service with such
Predecessor Employer shall be counted only if service continued with the
Employer without interruption. This service excludes service performed while a
proprietor or partner.


 


Period of Military Duty included:


 


A Period of
Military Duty shall be included as service with the Employer to the extent it
has not already been credited. For purposes of crediting Hours-of-Service
during the Period of Military Duty, an Hour-of-Service shall be credited
(without regard to the 501 Hour-of-Service limitation) for each hour an
Employee would normally have been scheduled to work for the Employer during
such period.


 


Controlled Group service included:


 


An Employee’s
service with a member firm of a Controlled Group while both that firm and the
Employer were members of the Controlled Group shall be included as service with
the Employer.


 


Eligible  Employee means any Employee of the Employer
who meets the following requirement. His employment classification with the
Employer is all of the following:


 


Nonbargaining
class. Not represented for collective bargaining purposes by any collective
bargaining agreement between the Employer and employee representatives provided
retirement benefits were the subject of good faith bargaining and provided 2
percent or less of the Employees who are covered pursuant to that agreement are
professionals as defined in Code Section 1.401(b)-9. For this purpose, the term
“employee


 


7

















 


representatives”
does not include any organization more than half of whose members are Employees
who are owners, officers or executives of the Employer.


 


Not a nonresident
alien, within the meaning of Code Section 7701(b)(1)(B), who receives no earned
income, within the meaning of Code Section 911(d)(2), from the Employer which
constitutes income from sources within the United States, within the meaning of
Code Section 861(a)(3), or who receives such earned income but it is all exempt
from income tax in the United States under the terms of an income tax
convention.


 


Not a Leased
Employee.


 


The term “Employee”
shall exclude any person who is performing services for the Employer or an
Adopting Employer pursuant to an agreement, contract or arrangement under which
said person is designated or classified as an independent contractor,
consultant or any category or classification other than an employee without
regard to whether any determination by an agency, governmental or otherwise, or
court concludes that such classification or characterization was in error.


 


Eligible Retirement Plan
means an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a) or a qualified trust described in Code Section
401(a), that accepts the Distributee’s Eligible Rollover Distribution.


 


However, in the case of an Eligible Roltover
Distribution to the surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.


 


Eligible Rollover Distribution means
any distribution of all or any portion of the balance to the credit of the Distributee,
except that an Eligible Rollover Distribution does not include: (i) 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, or for a  specified period of ten years or more;
(ii) any distribution to the extent such distribution is required under Code
Section 401(a)(9); (iii) the portion of any distribution that is not includible
in gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and (iv) any other
distribution(s) that is reasonably expected to total less than $200 during a
year.


 


Employee means an
individual who is employed by the Employer or any other employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m) or (o). A
Controlled Group member is required to be aggregated with the Employer.


 


The term Employee shall include any Self-employed
Individual treated as an Employee of any employer described in the preceding
paragraph as provided in Code Section 401(c)(1). The term Employee shall also
include any Leased Employee deemed to be an employee of any employer described
in the preceding paragraph as provided in Code Section 414(n) or (o).


 


Employer means,
except for purposes of the BENEFIT LIMITATION SECTION of Article IV, the
Primary Employer. This will also include any successor corporation or firm of
the Employer which shall, by written agreement, assume the obligations of this
Plan or any Predecessor Employer which maintained this Plan.


 


Employer Contributions
means contributions made by the Employer to fund this Plan. See the EMPLOYER
CONTRIBUTIONS SECTION of Article Ill.


 


8

















 


Employment Commencement Date means
the date an Employee first performs an Hour-of-Service.


 


Entry Date means
the date an Employee first enters the Plan as an Active Participant. See the
ACTIVE PARTICIPANT SECTION of Article It.


 


ERISA means the
Employee Retirement Income Security Act of 1974, as amended.


 


Fiscal Year means
the Primary Employer’s taxable year. The last day of the Fiscal Year is Mach
31.


 


Fresh-start Date
means the last day of a Plan Year preceding a Plan Year for which any amendment
of the Plan that directly or indirectly affects the amount of a Participant’s
Accrued Benefit under the ACCRUED BENEFIT SECTION of Article IV (such as an
amendment to the definition of Compensation or a change in Normal Retirement
Age) is made effective. However, if the Fresh-start Group is limited as
provided in the definition of Fresh-start Group, the Fresh-start Date will be
the date designated. If the provisions of the FRESH-START RULES SECTION of
Article IV applied to all Participants for a Plan Year and in a subsequent Plan
Year this Plan is aggregated for purposes of Code Section 401(a)(4) with
another plan that did not make the same fresh start, then this Plan will have a
Fresh-start Date on the last day of the Plan Year preceding the Plan Year
during which this Plan and such other plan are aggregated.


 


Fresh-start Group
means a group consisting of those Participants who have at least one Hour-of-Service
in a Plan Year beginning after a Fresh-start Date.


 


Highly Compensated Employee
means any Employee who:


 


(a)                                  was
a 5-percent owner at any time during the year or the preceding year, or


 


(b)                                 for
the preceding year had compensation from the Employer in excess of $80,000 and,
if the Employer so elects, was in the top-paid group for the preceding year.
The $80,000 amount is adjusted at the same time and in the same manner as under
Code Section 415(d), except that the base period is the calendar quarter ending
September 30, 1996.


 


For this purpose, the applicable year of the Plan for
which a determination is being made is called a determination year and the
preceding 12-month period is called a look-back year. If the Employer makes a
calendar year data election, the look-back year shall be the calendar year
beginning with or within the look-back year. The Plan may not use such election
to determine whether employees are highly compensated employees on account of
being a 5-percent owner.


 


In determining who is a Highly Compensated Employee,
the Employer does not make a top-paid group election. In determining who is a
Highly Compensated Employee the Employer does not make a calendar year data
election.


 


Calendar year data elections and top-paid group
elections, once made, apply for all subsequent years unless changed by the
Employer. If the Employer makes one election, the Employer is not required to
make the other. If both elections are made, the look-back year in determining
the top-paid group must be the calendar year beginning with or within the
look-back year. These elections must apply consistently to the determination
years of all plans maintained by the Employer which reference the highly
compensated employee definition in Code Section 414(q), except as provided in
Notice 97-45 (or superseding guidance issued by the IRS). The consistency
requirement will not apply to determination years beginning with or within the
1997 calendar year, and for determination years beginning on or after January
1, 1998 and before January 1, 2000, satisfaction of the consistency requirement
is determined without regard to any nonretirement plans of the Employer.


 


9

















 


The determination of who is a highly compensated
former Employee is based on the rules applicable to determining highly
compensated employee status as in effect for that determination year, in
accordance with Section 1.414(q)-1 T, A-4 of the Temporary Income Tax
Regulations and Notice 97-45.


 


In determining whether an Employee is a Highly
Compensated Employee for years beginning in 1997, the amendments to Code
Section 414(q) stated above are treated as having been in effect for years
beginning in 1996.


 


The determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of Employees
in the top-paid group, the compensation that is considered and the identity of
the 5-percent owners, shall be made in accordance with Code Section 414(q)  and the regulations thereunder.


 


Hour-of-Service means
the following:


 


(a)                                  Each
hour for which an Employee is paid, or entitled to payment, for performing
duties for the Employer during the applicable computation period.


 


(b)                                 Each
hour for which an Employee is paid, or entitled to payment, by the Employer
because of a period of time in which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or
leave of absence. Notwithstanding the preceding provisions of this subparagraph
(b), no credit will be given to the Employee


 


(1)                                  for
more than 501 Hours-of-Service under this subparagraph (b) because of any
single continuous period in which the Employee performs no duties (whether or
not such period occurs in a single computation period); or


 


(2)                                  for
an Hour-of-Service for which the Employee is directly or indirectly paid, or
entitled to payment, because of a period in which no duties are performed if
such payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker’s or workmen’s compensation, or unemployment
compensation or disability insurance laws; or


 


(3)                                  for
an Hour-of-Service for a payment which solely reimburses the Employee for
medical or medically related expenses incurred by him.


 


For purposes
of this subparagraph (b), a payment shall be deemed to be made by, or due from
the Employer, regardless of whether such payment is made by, or due from the
Employer, directly or indirectly through, among others, a trust fund or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer or other entity
are for the benefit of particular employees or are on behalf of a group of
employees in the aggregate.


 


(c)                                  Each
hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer. The same Hours-of-Service  shall not be credited both under
subparagraph (a) or
subparagraph (b) above (as the case may be) and under this subparagraph (c). Crediting of Hours-of-Service
for back pay awarded or agreed to with respect to periods described in
subparagraph (b) above will be subject to the limitations set forth in that
subparagraph.


 


The actual hours method of crediting service shall be
used for all purposes of this Plan for service performed prior to January 1,
1992. Effective
from and after January 1, 1992, the actual hours method of crediting service
shall be used for hourly-paid employees and the biweekly equivalency


 


10

















 


method shall be used for salaried employees. Under the
biweekly equivalency method, ninety (90) Hours-of-Service shall be credited to
a salaried Employee for each biweekly payroll period for which the Employee
performs at least one actual Hour-of-Service (as defined herein) for an
Employer or, if the salaried Employee is paid on a basis other than biweekly,
the following equivalency method shall apply:


 




	
  Payroll Period

  	
   

  	
  Equivalency

  
	
   

  	
   

  	
   

  
	
  Weekly

  	
   

  	
   

  	
  45 hours

  
	
   

  	
   

  	
   

  	
   

  
	
  Semi-monthly

  	
   

  	
   

  	
  95 hours

  
	
   

  	
   

  	
   

  	
   

  
	
  Monthly

  	
   

  	
   

  	
  190 hours

  






 


If the applicable payroll period overlaps an
Eligibility, Vesting or Accrual Computation Period, the hours shall be prorated
between such computation periods.


 


The crediting of Hours-of-Service above shall be
applied under the rules of paragraphs (b) and (c) of the Department of Labor
Regulation 2530.200b-2 (including any interpretations or opinions implementing
said rules); which rules, by this reference, are specifically incorporated in
full within this Plan. The reference to paragraph (b) applies to the special
rule for determining Hours-of-Service for reasons other than the performance of
duties such as payments calculated (or not calculated) on the basis of units of
time and the rule against double credit. The reference to paragraph (c) applies
to the crediting of Hours-of-Service to computation periods.


 


Hours-of-Service shall be credited for employment with
any other employer required to be aggregated with the Employer under Code
Sections 414(b), (c), (m) or (o) and the regulations thereunder for purposes of
eligibility and vesting. Hours-of-Service shall also be credited for any
individual who is considered an employee for purposes of this Plan pursuant to
Code Section 414(n) or (o) and the regulations thereunder.


 


Solely for purposes of determining whether a one-year
break in service has occurred for eligibility or vesting purposes, during a
Parental Absence an Employee shall be credited with the Hours-of-Service which
otherwise would normally have been credited to the Employee but for such
absence, or in any case in which such hours cannot be determined, eight
Hours-of-Service per day of such absence. The Hours-of-Service credited under
this paragraph shall be credited in the computation period in which the absence
begins if the crediting is necessary to prevent a break in service in that
period; or in all other cases, in the following computation period.


 


Inactive  Participant means a former Active
Participant who has an Accrued Benefit. See the INACTIVE PARTICIPANT SECTION of
Article fl.


 


Insurer means
Principal Life Insurance Company and any other insurance company or companies
named by the Primary Employer.


 


Integration Level means,
for a Participant for any Plan Year, the greater of $833.33 or 1/24th of the
Covered Compensation for the Plan Year of any person who attains Social
Security Retirement Age during the Plan Year. Provided, however, that in the
case of a Plan Year in which no person could attain Social Security Retirement
Age, for purposes of this definition, Covered Compensation means Covered
Compensation of any person who attains Social Security Retirement Age in the
preceding Plan Year.


 


If a Participant is also a participant in a plan of a Controlled Group member which uses
an integration level in determining the amount of benefits, his Integration
Level shall be multiplied by


 


11

















 


the ratio of the Participant’s Compensation
from the Employer to his total compensation from the Employer and the
Controlled Group member.


 


Investment Manager means
any fiduciary (other than a trustee or Named Fiduciary)


 


(a)                                  who
has the power to manage, acquire, or dispose of any assets of the Plan;


 


(b)                                 who
(i) is registered as an investment adviser under the Investment Advisers Act of
1940; (ii) is not registered as an investment adviser under such Act by reason
of paragraph (1) of Section 203A(a) of such Act, is registered as an investment
adviser under the laws of the state (referred to in such paragraph (1)) in
which it maintains its principal office and place of business, and, at the time
it last filed the registration form most recently filed it with such state in
order to maintain its registration under the laws of such state, also filed a
copy of such form with the Secretary of Labor; (iii) is a bank, as defined in
that Act; or (iv) is an insurance company qualified to perform services
described in subparagraph (a) above under the laws of more than one state; and


 


(c)                                  who
has acknowledged in writing being a fiduciary with respect to the Plan.


 


Late Retirement Date means
the first day of any month which is after a Participant’s Normal Retirement
Date and on which retirement benefits begin. If a Participant continues to work
for the Employer after his Normal Retirement Date, his Late Retirement Date
shall be the earliest first day of the month on or after he ceases to be an
Employee. An earlier or a later Retirement Date may apply if the Participant so
elects. An earlier Retirement Date may apply if the Participant is age 70 1/2.
See the WHEN BENEFITS START SECTION of Article VI.


 


Leased Employee means
any person (other than an employee of the recipient) who, pursuant to an
agreement between the recipient and any other person (“leasing organization”)
has performed services for the recipient (or for the recipient and related
persons determined in accordance with Code Section 414)n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient
employer. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer.


 


A Leased Employee shall not be considered an employee
of the recipient if:


 


(a)                                  such
employee is covered by a money purchase pension plan providing (1) a
nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but for years beginning
before January 1, 1998, including amounts contributed pursuant to a salary
reduction agreement which are excludible from the employee’s gross income under
Code Sections 125, 402(e)(3), 402(h) or 403(b), (2) immediate participation,
and (3) full and immediate vesting and


 


(b)                                 Leased
Employees do not constitute more than 20 percent of the recipient’s nonhighly
compensated workforce.


 


Monthly  Compensation means, for any Compensation
Year, 1/12th of an Employee’s Compensation for such year.


 


To determine Monthly Compensation for the Compensation
Year in which an Employee’s Employment Commencement Date or Reemployment
Commencement Date occurs, his Compensation for that Compensation Year shall be
converted to an annual basis as though he were employed for the full
Compensation Year.


 


12

















 


If an Employee is an Employee for less than one month
of the latest Compensation Year before his Entry Date or Reentry Date,
whichever applies, his fixed rate of annual Compensation on such date shall be
treated as his Compensation for the Compensation Year.


 


For any Compensation Year in which the Employee is
absent from service and has non-paid Hours-of-Service, Compensation for that
Compensation Year is the greater of the Employee’s Compensation for the
Compensation Year immediately preceding the Compensation Year in which the
absence began, or the Employee’s Compensation for the current Compensation
Year.


 


Monthly  Date means each Yearly Date and the same
day of each following month during the Plan Year beginning on such Yearly Date.


 


Named Fiduciary means
the person or persons who have authority to control and manage the operation
and administration of the Plan.


 


The Named Fiduciary is the Employer. 


 


Normal  Form means a straight life annuity.


 


Normal Retirement Age
means the age at which the Participant’s normal retirement benefit becomes
nonforfeitable if he is an Employee. A Participant’s Normal Retirement Age is
the older of age 65 or his age on the date 5 years after the first day of the
Plan Year in which his Entry Date occurred.


 


Normal Retirement Date
means the earliest first day of the month on or after the date the Participant
reaches his Normal Retirement Age. Unless otherwise provided in this Plan, a
Participant’s retirement benefits shall begin on his Normal Retirement Date if
he has ceased to be an Employee on such date. An earlier Retirement Date may
apply if the Participant is age 70 1/2. See the WHEN BENEFITS  START SECTION of Article VI.


 


Owner-Employee means
a Self-employed Individual who, in the case of a sole proprietorship, owns the
entire interest in the unincorporated trade or business for which this Plan is
established. If this Plan is established for a partnership, an Owner-Employee
means a Self-employed  Individual
who owns more than 10 percent of either the capital interest or profits
interest in such partnership.


 


Parental  Absence means an Employee’s absence from
work which begins on or after the first Yearly Date after December 31, 1984,


 


(a)                                  by
reason of pregnancy of the Employee,


 


(b)                                 by
reason of birth of a child of the Employee,


 


(c)                                  by
reason of the placement of a child with the Employee in connection with
adoption of such child by such Employee, or


 


(d)                                 for
purposes of caring for such child for a period beginning immediately following
such birth or placement.


 


Participant means
either an Active Participant or an Inactive Participant. 


 


Period of Military  Duty means, subject to Section 10.13, for
an Employee


 


(a)                                  who
served as a member of the armed forces of the United States, and


 


13

















 


(b)                                 who
was reemployed by the Employer at a time when the Employee had a right to
reemployment in accordance with seniority rights as protected under Chapter 43
of Title 38 of the U. S. Code,


 


the period of time from the date the Employee was
first absent from active work for the Employer because of such military duty to
the date the Employee was reemployed, to the extent required by law.


 


Plan means the
defined benefit retirement plan of the Employer set forth in this document,
including any later amendments to it.


 


Plan Administrator
means the person or persons who administer the Plan. 


 


The Plan Administrator is the Employer.


 


Plan  Year means a period beginning on a Yearly
Date and ending on the day before the next Yearly Date.


 


Predecessor Employer means
a firm of which the Employer was once a part (e.g., due to a spinoff or change
of corporate status) or a firm absorbed by the Employer because of a merger or
acquisition (stock or asset, including a division or an operation of such
company).


 


Present Value means,
except for purposes of Article Xl, the current value of a benefit payable on a
specified form and on a specified date. The Present Value of any benefit under
the terms of this Plan will be the actuarial equivalent of the benefit payable
on the Normal Form, but determined on the basis of the Applicable Interest Rate
and the Applicable Mortality Table.


 


The preceding paragraphs shall not apply to the extent
they would cause the Plan to fail to satisfy the requirements of the BENEFIT
LIMITATION SECTION of Article IV.


 


Primary Employer means
AMERICAN MULTI-CINEMA, INC.


 


Qualified Joint and Survivor Annuity
means, for a Participant who has a spouse, an immediate survivorship life
annuity, where the survivorship percentage is 100% and the Contingent Annuitant
is the Participant’s spouse. A
former spouse will be treated as the spouse to the extent provided under a
qualified domestic relations order as described in Code Section 414(p). If a
Participant does not have a spouse, the Qualified Joint and Survivor Annuity
means the Normal Form.


 


This Qualified Joint and Survivor Annuity shall be at
least the Actuarial Equivalent of any form of benefit offered under the Plan.


 


Qualified Preretirement Survivor
Annuity means, subject to Section 5.01, a straight life
annuity payable to the surviving spouse of a Participant who dies before his
Annuity Starting Date with a vested benefit. Benefits shall be determined as if
the Participant had ceased to be an Employee on the date of his death (date he
last ceased to be an Employee, if earlier) and survived to the date benefits
become payable to the spouse and retired on that date. The monthly benefit
payable to the spouse shall be equal to the survivorship percentage of the
retirement benefit that would have been payable to the Participant if his
Retirement Date had occurred on the date benefits start to the spouse and he
had retired under the Qualified Joint and Survivor Annuity. if the Participant
elects a survivorship annuity (where the survivorship percentage is at least
50% and the Contingent Annuitant is the Participant’s spouse) and which is at
least the Actuarial Equivalent of the Qualified Joint and Survivor Annuity,
then such form shall be treated as the Qualified Joint and Survivor Annuity for
purposes of determining the Qualified Preretirement Survivor Annuity. Such
election must be a qualified election according to the provisions of the


 


14

















 


ELECTION PROCEDURES SECTION of Article VI. A former
spouse will be treated as the surviving spouse to the extent provided under a
qualified domestic relations order as described in Code Section 414(p).


 


Reemployment Commencement Date means
the date an Employee is first credited with an Hour-of-Service for performing
duties following an Accrual, an Eligibility, or a Vesting Break in Service,
whichever applies.


 


Reentry Date means
the date a former Active Participant reenters the Plan. See the ACTIVE
PARTICIPANT SECTION of Article II.


 


Retirement Date
means the date a retirement benefit will begin and is a Participant’s Early,
Normal or Late Retirement Date, as the case may be.


 


Self-employed Individual means,
with respect to any Fiscal Year, an individual who has Earned Income for the
Fiscal Year for who would have Earned Income but for the fact the trade or
business for which this Plan is established did not have net profits for such
Fiscal Year).


 


Semi-yearly Date
means each Yearly Date and the sixth Monthly Date after each Yearly Date which
is within the same Plan Year.


 


Social Security Retirement Age
means age 65 in the case of a Participant attaining age 62 before January 1,
2000 (i.e., born before January 1, 1938), age 66 for a Participant attaining
age 62 after December 31, 1999, and before January 1, 2017 (i.e., born after
December 31, 1937, but before January 1, 1955), and age 67 for a Participant
attaining age 62 after December 31, 2016 (i.e., born after December 31, 1954).


 


Taxable Wage Base
means the contribution and benefit base under section 230 of the Social
Security Act at the beginning of the Plan Year.


 


Vested Accrued Benefit means,
on any date, the Participant’s Accrued Benefit resulting from Employer
Contributions multiplied by his Vesting Percentage on such date.


 


Vested Accrued Benefits do not include amounts subject
to a qualified domestic relations order under Code Section 414(p).


 


Vesting Break In Service means
a Vesting Computation Period in which an Employee is credited with 500 or fewer
Hours-of-Service. An Employee incurs a Vesting Break in Service on the last day
of a Vesting Computation Period in which he has a Vesting Break in Service.


 


Vesting Computation Period prior
to January 1, 1992, means a 12-consecutive month period beginning on an
Employee’s Employment Commencement Date or Reemployment Commencement Date
(whichever applies) and on each anniversary thereof. The Vesting Computation
Period beginning in 1992 shall end on December 31, 1992. On and after January
1, 1993, the Vesting Computation Period means a 12-consecutive month period
ending on the last day of each Plan Year.


 


Vesting Percentage means
the percentage used to determine that portion of a Participant’s Accrued
Benefit resulting from Employer Contributions which is nonforfeitable (cannot
be lost since it is vested).


 


A Participant’s Vesting Percentage is shown in the
following schedule opposite the number of whole years of his Vesting Service.


 


15

















 




	
  VESTING SERVICE

  (whole years)

  	
   

  	
  VESTING

  PERCENTAGE

  
	
   

  	
   

  	
   

  
	
  Less than 5

  	
   

  	
   

  	
  0

  
	
  5 or more

  	
   

  	
   

  	
  100

  






 


The Vesting Percentage for a Participant who is an
Employee on or after the date he reaches Normal Retirement Age or Early
Retirement Age shall be 100%.


 


If the schedule used to determine a Participant’s
Vesting Percentage is changed, the new schedule shall not apply to a
Participant unless he is credited with an Hour-of-Service on or after the date
of the change and the Participant’s nonforfeitable percentage on the day before
the date of the change is not reduced under this Plan. The amendment provisions
of the AMENDMENT SECTION of Article X regarding changes in the computation of
the Vesting Percentage shall apply.


 


Vesting  Service means one year of service for each
Vesting Computation Period in which an Employee is credited with at least 1,000
Hours-of-Service. However, for the Vesting Computation Period beginning in
1992, one year of service shall be credited if the Employee is credited with
one Hour-of-Service during such period.


 


However, Vesting Service is modified as follows: 


 


Service excluded:


 


Service
accrued for a Vesting Computation Period that ended before the date an Employee
attained age 18 is excluded.


 


Rule of parity service excluded:


 


An Employee’s
Vesting Service, accumulated before a Vesting Break in Service, shall be
excluded if


 


(a)           his Vesting Percentage is zero, and


 


(b)                                 his
latest period of consecutive Vesting Breaks in Service equals or exceeds the
greater of (i) five years, or (ii) his prior Vesting Service (disregarding any
Vesting Service that was excluded because of a previous period of Vesting
Breaks in Service).


 


Before the first Yearly Date in 1985, (ii) above shall
be one year.


 


Service with a Predecessor Employer which did not
maintain this Plan included:


 


An Employee’s
service with a Predecessor Employer which did not maintain this Plan shall be
included as service with the Employer. This service excludes service performed
while a proprietor or partner.


 


Period of Military Duty included:


 


A Period of
Military Duty shall be included as service with the Employer to the extent it
has not already been credited. For purposes of crediting Hours-of-Service
during the Period of Military Duty, an Hour-of-Service shall be credited
(without regard to the 501


 


16

















 


Hour-of-Service
limitation) for each hour an Employee would normally have been scheduled to
work for the Employer during such period.


 


Controlled Group service included:


 


An Employee’s
service with a member firm of a Controlled Group while both that firm and the
Employer were members of the Controlled Group shall be included as service with
the Employer.


 


Yearly Date means
January 1, 1975, and the same day of each following year.


 


Years of Service means
an Employee’s Vesting Service disregarding any modifications which exclude
service.


 


17

















 


ARTICLE II



PARTICIPATION


 


SECTION
2.01—ACTIVE
PARTICIPANT.


 


(a)                                  An Employee shall first become
an Active Participant (begin active participation in the Plan) on the earliest
Semi-yearly Date on which he is an Eligible Employee and has met both of the
eligibility requirements set forth below. This date is his Entry Date.


 


(1)                                  He has completed 1 year of
Eligibility Service before his Entry Date.


 


(2)                                  He is age 21 or older.


 


Each Employee
who was an Active Participant under the Plan on December 31, 1996, shall
continue to be an Active Participant if he is still an Eligible Employee on
January 1, 1997, and his Entry Date will not change.


 


If service with
a Predecessor Employer is counted for purposes of Eligibility Service, an
Employee shall be credited with such service on the date he becomes an Employee
and shall become an Active Participant on the earliest Semi-yearly Date on
which he is an Eligible Employee and has met all the eligibility requirements
above. This date is his Entry Date.


 


If a person has
been an Eligible Employee who has met all of the eligibility requirements
above, but is not an Eligible Employee on the date which would have been his
Entry Date, he shall become an Active Participant on the date he again becomes
an Eligible Employee. This date is his Entry Date.


 


In the event an
Employee who is not an Eligible Employee becomes an Eligible Employee, such
Eligible Employee shall become an Active Participant immediately if such
Eligible Employee has satisfied the eligibility requirements above and would
have otherwise previously become an Active Participant had he met the
definition of Eligible Employee. This date is his Entry Date.


 


(b)                                 An Inactive Participant shall
again become an Active Participant (resume active participation in the Plan) on
the date he again performs an Hour-of-Service as an Eligible Employee. This
date is his Reentry Date.


 


Upon again
becoming an Active Participant, he shall cease to be an Inactive Participant.


 


(c)                                  A former Participant shall again
become an Active Participant (resume active participation in the Plan) on the
date he again performs an Hour-of-Service as an Eligible Employee. This date is
his Reentry Date.


 


There shall be
no duplication of benefits for a Participant under this Plan because of more
than one period as an Active Participant.


 


SECTION 2.02—INACTIVE PARTICIPANT.


 


An Active
Participant shall become an Inactive Participant (stop accruing benefits under
the Plan) on the earliest of the following:


 


(a)                                  The date the Participant ceases
to be an Eligible Employee.


 


18

















 


(b)                                 The effective date of complete
termination of the Plan under Article VIII.


 


(c)                                  The date he incurs an Accrual
Break in Service.


 


An Employee or
former Employee who was an Inactive Participant under the Plan on December 31,
1996, shall continue to be an Inactive Participant on January 1, 1997.
Eligibility for any benefits payable to the Participant or on his behalf and
the amount of the benefits shall be determined according to the provisions of
the prior document, unless otherwise stated in this Plan.


 


SECTION 2.03—CESSATION OF
PARTICIPATION.


 


A Participant,
whether active or inactive, shall cease to be a Participant on the earlier of
the following:


 


(a)                                  The date of his death.


 


(b)                                 The date he receives a single
sum distribution which is in lieu of all of his benefits under the Plan if his
Vesting Percentage is 100%.


 


An Inactive
Participant shall also cease to be a Participant on the earliest date on which
he is not entitled to a deferred monthly income under the VESTED BENEFITS
SECTION of Article V.


 


SECTION 2.04—ADOPTING EMPLOYERS -
SINGLE PLAN.


 


As of January
1, 2002, the only remaining Adopting Employer is National Cinema Network, Inc.
which has participated with the Employer in this Plan since March 30, 1995. An
Adopting Employer’s agreement to participate in this Plan shall be in writing.


 


The Employer
has the right to amend the Plan. An Adopting Employer does not have the right
to amend the Plan.


 


If the
Adopting Employer did not maintain its plan before its date of adoption
specified below, its date of adoption shall be the Entry Date for any of its
Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION of
this article as of that date. Service with and Compensation from an Adopting
Employer shall be included as service with and Compensation from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service. The Employer’s Fiscal Year defined in the DEFINITIONS
SECTION of Article I shall be the Fiscal Year used in interpreting this Plan
for Adopting Employers.


 


However, for
the purposes of the TEMPORARY LIMITATION OF BENEFITS SECTION of Article IV, the
employees of each Adopting Employer are considered separately in determining
the highly paid employees under the Plan. The date the Adopting Employer’s plan
was originally effective shall be substituted for the date the Plan was
originally effective. If the Adopting Employer did not maintain its plan before
its date of adoption specified below, its date of adoption shall be the date
its plan was originally effective.


 


Contributions
made by an Adopting Employer shall be treated as Contributions made by the
Employer.


 


An employer
shall not be an Adopting Employer if it ceases to be a Controlled Group member.
Such an employer may continue a retirement plan for its Employees in the form
of a separate document. This Plan shall be amended to delete a former Adopting
Employer from the list below.


 


19

















 


If an employer
ceases to be an Adopting Employer or the Plan is amended to delete an Adopting
Employer and the Adopting Employer does not continue a retirement plan for the
benefit of its Employees, partial termination may result and the provisions of
Article VIII apply.


 


20

















 


ARTICLE III



CONTRIBUTIONS


 


SECTION
3.01—EMPLOYER
CONTRIBUTIONS.


 


The amount of
Employer Contributions shall meet or exceed the minimum funding standards of
ERISA and the Code.


 


The amount and
time of Employer Contributions shall be determined by the Employer based on
actuarial valuations and recommendations as to the amounts required to fund
benefits under this Plan. Dividends, if any, declared under the Annuity
Contract and forfeitures shall be applied to reduce future Employer
Contributions.


 


A portion of
the Plan assets resulting from Employer Contributions (but not more than the
original amount of those Contributions) may be returned if the Employer Contributions
are made because of a mistake of fact or are more than the amount deductible
under Code Section 404 (excluding an amount which is not deductible because the
Plan is disqualified). The amount involved must be returned to the Employer
within one year after the date the Employer Contributions are made by mistake
of fact or the date the deduction is disallowed, whichever applies. Except as
provided under this paragraph and in Article VIII, the assets of the Plan shall
never be used for the benefit of the Employer and are held for the exclusive
purpose of providing benefits to Participants and their Beneficiaries and for
defraying reasonable expenses of administering the Plan.


 


SECTION 3.02—INVESTMENT OF
CONTRIBUTIONS.


 


The handling
of Contributions which are directed to the Annuity Contract is governed by the
provisions of the Annuity Contract .


 


The Named
Fiduciary may delegate to the Investment Manager investment discretion for Plan
assets.


 


All
Contributions are forwarded by the Employer to the Insurer to be deposited
under the Annuity Contract.


 


SECTION 3.03—FUNDING POLICY.


 


At least
annually, the Named Fiduciary shall review all pertinent Employee information
and Plan data to establish the Plan’s funding policy and to determine
appropriate methods to carry out the Plan’s objectives. The Named Fiduciary
shall annually inform any Investment Manager of the Plan's short-term and
long-term financial needs so the investment policy can be coordinated with the
Plan’s financial requirements.


 


21

















 


ARTICLE IV



RETIREMENT BENEFITS


 


SECTION 4.01—ACCRUED BENEFIT.


 


An Active
Participant’s monthly Accrued Benefit as of any date, subject to the
modifications below, will be equal to the product of (a) and (b) below:


 


(a)                                  An amount equal to (1) .5% of
his Average Compensation not in excess of his Integration Level, plus (2) 1.00%
of such Average Compensation in excess of his Integration Level.


 


(b)                                 His Accrual Service (not to
exceed 35 years) on such date. 


 


However, Accrued Benefit is modified as follows: 


 


Minimum Accrued Benefit:


 


An Active
Participant’s monthly Accrued Benefit shall not be less than the minimum
Accrued Benefit, if any, provided in Article XI.


 


An Active
Participant’s Accrued Benefit under this Plan will be the greater of:


 


(c)                                  his Frozen Accrued Benefit as
defined in the FRESH-START RULES SECTION of this article as of the last day of
the last Plan Year beginning before January 1, 1994,


 


or


 


(d)                                 his Accrued Benefit determined
with respect to the benefit formula applicable for the Plan Year beginning on
or after January 1, 1994, as applied to his total years of Accrual Service
taken into account under the Plan.


 


SECTION 4.01A—FRESH-START RULES.


 


For Plan Years
beginning after a Fresh-start Date, the Accrued Benefit of any Participant in a
Fresh-start Group shall be determined under the ACCRUED BENEFIT SECTION of this
article.


 


A Participant’s
Frozen Accrued Benefit is the amount of his Accrued Benefit determined in
accordance with the provisions of the Plan applicable in the Plan Year
containing the latest Fresh-start Date, determined as if the Participant
terminated employment with the Employer as of the latest Fresh-start Date (or
the date he actually terminated employment, if earlier), without regard to any
amendment made to the Plan after that date other than amendments recognized as
effective as of or before the Fresh-start Date under Code Section 401(b) or
regulation Section 1.401(a)(4)-11(g).


 


If this Plan
has not had a Fresh-start Date, the Participant’s frozen Accrued Benefit will
be zero. If, as of the latest Fresh-start Date, the amount of a Participant’s
Frozen Accrued Benefit was limited by the application of Code Section 415, his
Frozen Accrued Benefit will be increased for Plan Years after the latest
Fresh-start Date to the extent permitted under Code Section 415(d)(1). In
addition, the Frozen Accrued Benefit of a Participant whose Frozen Accrued
Benefit includes the Top-heavy minimum benefits provided in Article XI of the
Plan will be increased to the extent necessary to comply with the average
compensation requirement of Code Section 416(c)(1)(D)(i).


 


If the Normal
Form of benefits in effect on the latest Fresh-start Date is not the same as
the Normal Form after the latest Fresh-start Date, or the Normal Retirement
Date for any Participant on that


 


22














 


date was later
than the Normal Retirement Date for him under the Plan after the latest
Fresh-start Date, the Frozen Accrued Benefit will be the Actuarial Equivalent
of the benefit under the Normal Form under the Plan after the latest
Fresh-start Date, beginning at the Participant’s Normal Retirement Date under
the Plan in effect after the latest Fresh-start Date. If the Plan provides a
new optional form of benefit with respect to a Participant’s Frozen Accrued
Benefit, such new optional form will be provided with respect to each
Participant’s entire Accrued Benefit (i.e. accrued both before and after the
Fresh-start Date).


 


SECTION 4.01B—INTEGRATION IN MORE THAN ONE PLAN.


 


The cumulative
disparity rules in Teas. Reg. § 1.401(l)-5 do not apply to this Plan because
the Employer does not and has never sponsored another qualified retirement plan
that was a Code § 401(l) plan or that satisfied Code § 401(a)(4) by relying on
imputed permitted disparity pursuant to Treas. Reg. § 1.401(a)(4)-7. (See
Treas. Reg. § 1.401(l)-5).


 


SECTION 4.02—DISREGARD OF ACCRUED
BENEFIT.


 


If a
Participant receives a single-sum payment equal to the Present Value of his
entire Vested Accrued Benefit, his entire Accrued Benefit (both vested and
nonvested) as of the date of the distribution shall be disregarded. If such
payment is less than the Present Value of his entire Accrued Benefit, such
Participant shall have the right to restore his Employer derived Accrued
Benefit as provided below.


 


If a
Participant receives a single-sum payment that is less than the Present Value
of his entire Vested Accrued Benefit, a portion of his Vested Accrued Benefit
as of the date of the distribution shall be disregarded. This portion shall be
determined by multiplying his entire Vested Accrued Benefit as of the date of
such distribution by the ratio of (i) the single-sum payment to (ii) the
Present Value of such Vested Accrued Benefit. Such Participant shall not have a
right to restore his Employer derived Accrued Benefit.


 


If a
Participant again becomes an Eligible Employee after receiving a single-sum
payment of the Present Value of his entire Vested Accrued Benefit, but less
than the Present Value of his entire Accrued Benefit as of the date of the
distribution, he shall have the right to restore his Employer derived Accrued
Benefit (including all optional forms of benefits and subsidies relating to
such benefits) to the extent disregarded. Such Accrued Benefit shall be
restored upon repayment to the Plan of the full amount of the distribution
resulting from Employer Contributions plus interest, compounded annually from
the date of distribution at the rate of five percent. Such repayment must be
made before the earlier of the date five years after the date he again becomes
an Eligible Employee or the end of the first period of five consecutive Vesting
Breaks in Service which begin after the date of the distribution. If the amount
of the repayment is zero dollars because a Participant was deemed to have
received a distribution of the Present Value of his entire Vested Accrued
Benefit, and the Participant again becomes an Eligible Employee before the end
of the first period of five consecutive Vesting Breaks in Service which begin
after the date of the deemed distribution, upon the date he again performs an Hour-of-Service
as an Eligible Employee, the Employer derived Accrued Benefit shall be restored
to the amount of such Accrued Benefit on the date of the deemed distribution.


 


SECTION 4.03—BENEFIT LIMITATION.


 


(a)                                  Definitions. For the purpose of determining
the benefit limitation set forth in this section, the following terms are
defined:


 


Annual Additions means the sum of the following
amounts credited to a Participant’s account for the Limitation Year:


 


(1)                                  employer contributions;


 


(2)                                  employee contributions;


 


23

















 


(3)                                  forfeitures;


 


(4)                                  allocations under a simplified
employee pension; and


 


(5)                                  amounts allocated, after March
31,1984, to an individual medical account that is part of a pension or annuity
plan maintained by the Employer, and amounts derived from contributions paid or
accrued after December 31, 1985, in taxable years ending after such date, that
are attributable to post-retirement medical benefits allocated to the separate
account of a key employee (as defined in Code Section 419(A)(d)(3)) under a
welfare benefit fund.


 


Annual Benefit means a retirement benefit
under the plan which is payable annually in the form of a Straight Life
Annuity. Except as provided below, a benefit payable in a form other than a
Straight Life Annuity must be adjusted to an actuarially equivalent Straight
Life Annuity before applying the limitations of this section. Effective for
Limitation Years beginning on or after January 1, 1995, where a Participant’s
benefit must be adjusted to an actuarially equivalent Straight Life Annuity,
the actuarially equivalent Straight Life Annuity is equal to the greater of the
annuity benefit computed using the interest rate and mortality table (or other
tabular factor) specified in the Plan for adjusting benefits in the same form,
and the annuity benefit computed using a 5 percent interest rate assumption and
the Applicable Mortality Table. In determining the actuarially equivalent
Straight Life Annuity for a benefit form other than (i) a nondecreasing annuity
payable for a period of not less than the life of the Participant (or, in the
case of a qualified preretirement survivor annuity, the life of the surviving
spouse), or (ii) an annuity that decreases during the life of the Participant merely
because of (a) the death of the survivor annuitant (but only if the reduction
is not below 50% of the benefit payable before  the death of the survivor
annuitant), or (b) the cessation or reduction of Social Security supplements of
qualified disability payments (as defined in Code Section 401(a)(11)), “the
Applicable Interest Rate” will be substituted for “a 5 percent interest rate
assumption” in the preceding sentence.


 


No actuarial
adjustment to the benefit is required for (i) the value of a qualified joint
and survivor annuity, (ii) benefits that are not directly related to retirement
benefits (such as a qualified disability benefit, pre-retirement death
benefits, and post-retirement medical benefits), and (iii) the value of
post-retirement cost-of-living increases made in accordance with Code Section
415(d) and section 1.415-3(c)(2)(iii) of the Income Tax Regulations. The Annual
Benefit does not include any benefits attributable to employee contributions or
rollover contributions, or the assets transferred from a qualified plan that
was not maintained by the Employer.


 


Compensation means
wages within the meaning of Code Section 3401(a) and all other payments of
compensation to an Employee by the Employer (in the course of the Employer’s
trade or business) for which the Employer is required to furnish the Employee a
written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
Compensation must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)). The amount reported in the “Wages,
Tips and Other Compensation” box on Form W-2 satisfies this definition.


 


For any
Self-employed Individual, Compensation shall mean Earned Income.


 


Compensation
for a Limitation Year is the Compensation actually paid or made available
during such Limitation Year.


 


24

















 


For Limitation
Years beginning after December 31, 1997, Compensation paid or made available
during such Limitation Year shall include any elective deferral (as defined in
Code Section 402(g)(3)), and any amount which is contributed or deferred by the
Employer at the election of the Employee and which is not includible in the
gross income of the Employee by reason of Code Section 125, 132(f)(4), or 457.


 


Defined Benefit Compensation Limitation means 100 percent of a Participant’s High Three-year
Average Compensation, payable in the form of a Straight Life Annuity.


 


Defined Benefit Dollar Limitation
means $90,000, automatically adjusted, effective January 1 of each year, under
Code Section 415(d) in such manner as the Secretary shall prescribe, and
payable in the form of a Straight Life Annuity. The new limitation shall apply
to Limitation Years ending within the calendar year of the date of the
adjustment.


 


Defined Benefit
Plan Fraction
means a fraction, the numerator of which is the sum of the Participant’s Projected
Annual Benefits under all the defined benefit plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the lesser of (i)
125 percent of the Defined Benefit Dollar Limitation applicable to the
Participant, or (ii) 140 percent of the Defined Benefit Compensation Limitation
applicable to the Participant, both adjusted as necessary in accordance with
the definition of Maximum Permissible Benefit.


 


Notwithstanding
the above, if the Participant was a participant as of the first day of the
first Limitation Year after December 31, 1986, in one or more defined benefit
plans maintained by the Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125 percent of the sum of the
Annual Benefits under such plans which the Participant had accrued as of the
close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the plans after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section
415 for all Limitation Years beginning before January 1, 1987.


 


Defined
Contribution Dollar Limitation means, for Limitation Years beginning after December 31,
1994, $30,000, as adjusted under Code Section 415(d).


 


Defined Contribution Plan Fraction means a fraction, the numerator
of which is the sum of the Annual Additions to the participant’s account under
all the defined contribution plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years, (including the
Annual Additions attributable to the Participant’s voluntary employee
contributions, or mandatory employee contributions as defined in Code Section
411(c)(2)(C), to this and all other defined benefit plans (whether or not
terminated) maintained by the Employer, and the Annual Additions attributable
to all welfare benefit funds (as defined in Code Section 419(e)) maintained by
the Employer under which amounts attributable to post-retirement medical
benefits are allocated to separate accounts of key employees (as defined in
Code Section 419(A)(d)(3)), or individual medical accounts and simplified
employee pensions maintained by the Employer), and the denominator of which is
the sum of the maximum aggregate amounts for the current and all prior
Limitation Years of the Participant’s service with the Employer (regardless of
whether a defined contribution plan was maintained by the Employer).


 


The maximum
aggregate amount for any Limitation Year is the lesser of (i) 125 percent of
the Defined Contribution Dollar Limitation, or (ii) 35 percent (1.4 x 25
percent) of the Participant’s Compensation for such year.


 


The Annual
Addition for any Limitation Year beginning before January 1, 1987, shall not be
recomputed to treat all employee contributions as Annual Additions.


 


25

















 


If the Employee
was a participant as of the first day of the first Limitation Year beginning
after December 31, 1986, in one or more defined contribution plans maintained
by the Employer which were in existence on May 6, 1986, the numerator of this
fraction will be adjusted if the sum of this fraction and the Defined Benefit
Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under
the adjustment, an amount equal to the product of (i) the excess of the sum of
the fractions over 1.0 times (ii) the denominator of this fraction, will be
permanently subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of the
last Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the plans made after May 5, 1986, but
using the Code Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987.


 


Employer means
the employer that adopts this Plan, and all members of a controlled group of
corporations (as defined in Code Section 414(b), as modified by Code Section
415(h)), all commonly controlled trades or businesses (as defined in Code
Section 414(c), as modified by Code Section 415(h)), or affiliated service
groups (as defined in Code Section 414(m)) of which the adopting employer is a
part, and any other entity required to be aggregated with the employer under
Code Section 414(o).


 


High Three-year Average Compensation means the average Compensation
for the three consecutive Limitation Years while the Participant was an
Employee (actual consecutive Limitation Years while he was an Employee, if
employed less than three years) that produces the highest average.


 


Limitation Year means
the 12-consecutive month period ending on the last day of each Plan Year,
including corresponding 12-consecutive month periods before January 1, 1975. If
the Limitation Year is other than a calendar year, execution of this Plan (or
any amendment to this Plan changing the Limitation Year) constitutes the
Employer’s adoption of a written resolution electing the Limitation Year. If
the Limitation Year is amended to a different 12-consecutive month period, the
new Limitation Year must begin on a date within the Limitation Year in which
the amendment is made.


 


Maximum Permissible Benefit means the lesser of the Defined Benefit Dollar Limitation or
the Defined Benefit Compensation limitation (both adjusted where required, as
provided below).


 


(1)                                  If the Participant has less than
ten Years of Participation in the Plan, the Defined Benefit Dollar Limitation
shall be multiplied by a fraction the numerator of which is the number of Years
of Participation (or part thereof) in the Plan, and the denominator of which is
ten. In the case of a Participant who has less than ten Years of Service, the
Defined Benefit Compensation Limitation shall be multiplied by a fraction (i)
the numerator of which is the number of Years of Service (or part thereof), and
(ii) the denominator of which is ten.


 


Where a Defined Benefit
Plan Fraction is calculated, the adjustments of this (1) shall be applied in
the denominator of the Defined Benefit Plan Fraction based upon Years of
Service. For purposes of computing the Defined Benefit Plan Fraction only,
Years of Service shall include future Years of Service (or part thereof) commencing
before the Participant’s Normal Retirement Age. Such future Years of Service
shall include the year that contains the earlier of (i) the date the
Participant reaches Normal Retirement Age, only if can be reasonably
anticipated that the Participant will receive a Year of Service for such year,
or (ii) the year in which the Participant terminates employment.


 


26

















 


(2)                                  If the Annual Benefit of the
Participant commences before the Participant’s Social Security Retirement Age,
but on or after age 62, the Defined Benefit Dollar Limitation (as reduced in
(1) above, if necessary) shall be determined as follows:


 


(i)                                     If a Participant’s Social
Security Retirement Age is 65, for benefits commencing on or after age 62, the
Defined Benefit Dollar Limitation is reduced by 5/9 of one percent for each
month by which benefits commence before the month in which the Participant
attains age 65.


 


(ii)                                  If a Participant’s Social
Security Retirement Age is greater than 65, for benefits commencing on or after
age 62, the Defined Benefit Dollar Limitation is reduced by 5/9 of one percent
for each of the first 36 months and 5/12 of one percent for each of the
additional months (up to 24 months) by which benefits commence before the month
of the Participant’s Social Security Retirement Age.


 


(3)                                  If the Annual Benefit of a
Participant commences prior to age 62, the Defined Benefit Dollar Limitation
applicable to the Participant at such earlier age is an Annual Benefit payable
in the form of a Straight Life Annuity that is the actuarial equivalent of the
Defined Benefit Dollar Limitation for age 62, as determined above, reduced for
each month by which the benefits commence before the month in which the
Participant attains age 62. Effective for Limitation Years beginning on or
after January 1, 1995, the Defined Benefit Dollar Limitation applicable at an
age prior to age 62 is determined as the lesser of the actuarial equivalent of
the Defined Benefit Dollar Limitation for age 62 computed using the interest
rate and mortality table (or other tabular factor) specified in the Plan for
purposes of determining actuarial equivalence for early retirement benefits,
and the actuarial equivalent of the Defined Benefit Dollar Limitation for age
62 computed using a 5 percent interest rate assumption and the Applicable
Mortality Table. To the extent that the Plan does not specify an interest rate
and mortality table (or other tabular factor) or for ages for which no tabular
factor is specified, a 5 percent interest rate and the Applicable Mortality
Table shall be used to determine actuarial equivalence. Any decrease in the
Defined Benefit Dollar Limitation determined in accordance with this (3) shall
not reflect a mortality decrement if the benefits are not forfeited upon the
death of the Participant. If any benefits are forfeited upon death, the full
mortality decrement is taken into account.


 


(4)                                  If the Annual Benefit of the
participant commences after the Participant’s Social Security Retirement Age,
the Defined Benefit Dollar Limitation applicable to the Participant at the
later age is the Annual Benefit payable in the form of a Straight Life Annuity
commencing at the later age that is actuarially equivalent to the Defined
Benefit Dollar Limitation applicable to the Participant (adjusted under (1)
above, if necessary) at the Participant’s Social Security Retirement Age.
Effective for Limitation Years beginning on or after January 1, 1995, the
actuarial equivalent of the Defined Benefit Dollar Limitation at the
Participant’s Social Security Retirement Age is determined as the lesser of the
actuarial equivalent of the Defined Benefit Dollar Limitation at the
Participant’s Social Security Retirement Age computed using the interest rate
and mortality table (or other tabular factor) specified in the Plan for
purposes of determining actuarial equivalence for delayed retirement benefits,
and the actuarial equivalent of the Defined Benefit Dollar Limitation at the
Participant’s Social Security Retirement Age computed using a 5 percent
interest rate assumption and the Applicable Mortality Table. For these
purposes, mortality between a Participant’s Social Security Retirement Age and
the age at which benefits commence must be ignored.


 


27

















 


(5)                                  The provisions of this
definition shall be modified as provided in:


 


(i)                                     Code Section 415(b)(2)(F) for
governmental plans (within the meaning of Code Section 414(d)), plans
maintained by organizations (other than governmental units) exempt from tax
under Subtitle A of the Code, and merchant marine plans; and


 


(ii)                                  Code Section 415(b)(2)(G) and
415(b)(2)(H) for Participants who are qualified participants (as defined in
Code Section 415(b)(2)(H)); and


 


(iii)                               Code Section 415(b)(9) for Participants
who are commercial airline pilots.


 


(6)                                  Minimum benefits permitted:
Notwithstanding anything else in this definition to the contrary, the benefit
otherwise accrued or payable to a Participant under this Plan shall be deemed
not to exceed the Maximum Permissible Benefit if:


 


(i)                                     the retirement benefits payable
for a Plan Year under any form of benefit with respect to such Participant
under this Plan and under all other defined benefit plans (regardless of
whether terminated) ever maintained by the Employer do not exceed $1,000
multiplied by the Participant’s number of Years of Service or parts thereof
(not to exceed ten); and


 


(ii)                                  the Employer has not at any time
maintained a defined contribution plan, a welfare benefit fund, under which
amounts attributable to post-retirement medical benefits are allocated to
separate accounts of key employees (as defined in Code Section 419(A)(d)(3)),
or an individual medical account in which the Participant participated (for
these purposes, employee contributions, whether voluntary or involuntary, under
a defined benefit plan are not treated as a separate defined contribution
plan).


 


Projected Annual Benefit means
the Annual Benefit to which the Participant would be entitled under the terms
of the Plan assuming:


 


(1)                                  the Participant will continue
employment until Normal Retirement Age under the Plan (or current age, if
later), and


 


(2)                                  the Participant’s Compensation
for the current Limitation Year and all other relevant factors used to
determine benefits under the Plan will remain constant for all future
Limitation Years.


 


Straight Life Annuity means an annuity payable in
equal installments for the life of the Participant that terminates upon the
Participant’s death.


 


TRA ‘86 Accrued Benefit means a Participant’s Accrued Benefit under the Plan
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b)(2). In determining the
amount of a Participant’s TRA ‘86 Accrued Benefit, the following shall be
disregarded:


 


(1)                                  any change in the terms and
conditions of the Plan after May 5, 1986; and


 


(2)                                  any cost of living adjustments
occurring after May 5, 1986.


 


28

















 


Year of Participation means one year (computed to
fractional parts of a year) for each Accrual Computation Period for which the
following conditions are met:


 


(1)                                  The Participant is credited with
at least the number of Hours-of-Service for benefit accrual purposes, required
under the terms of the Plan in order to accrue a benefit for the Accrual
Computation Period, and


 


(2)                                  the Participant is included as a
Participant under the eligibility provisions of the Plan for at least one day
of the Accrual Computation Period.


 


If these two
conditions are met, the portion of a Year of Participation credited to the
Participant shall equal the amount of Accrual Service credited to the
Participant for such Accrual Computation Period. A Participant who is totally
and permanently disabled within the meaning of Code Section 415(c)(3)(C)(i) for
an Accrual Computation Period shall receive a Year of Participation with
respect to that period. In addition, for a Participant to receive a Year of Participation
(or part thereof) for an Accrual Computation Period, the Plan must be
established no later than the last day of such Accrual Computation Period. In
no event will more than one Year of Participation be credited for any 12-month
period.


 


(b)                                 This (b) applies regardless of
whether any Participant is or has ever been a participant in another qualified
plan maintained by the adopting Employer. If any Participant is or has ever
been a participant in another qualified plan maintained by the Employer, or a
welfare benefit fund (as defined in Code Section 419(e)) maintained by the
Employer under which amounts attributable to post-retirement medical benefits
are allocated to separate accounts of key employees (as defined in Code Section
419(A)(d)(3)), or an individual medical account (as defined in Code Section
415(l)(2)) maintained by the Employer, or a simplified employee pension (as
defined in Code Section 408(k)) maintained by the Employer, that provides an
Annual Addition, (c) below is also applicable to that Participant’s benefits.


 


(1)                                  The Annual Benefit otherwise
payable to a Participant at any time will not exceed the Maximum Permissible
Benefit. If the benefits the Participant would otherwise accrue in a Limitation
Year would produce an Annual Benefit in excess of the Maximum Permissible
Benefit, the benefit must be limited (or the rate of accrual reduced) to a
benefit that does not exceed the Maximum Permissible Benefit.


 


(2)                                  If a Participant has made
voluntary employee contributions, or mandatory employee contributions as
defined in Code Section 411(c)(2)(C), under the terms of this Plan, the amount
of such contributions is treated as an Annual Addition to a qualified defined
contribution plan for purposes of (b)(1) and (c)(2) of this section. Such
amounts shall be limited to meet the requirements of Code Section 415(c)(1).


 


(c)                                  This (c) applies if any
Participant is also a participant, or has ever participated, in another plan
maintained by the Employer, including a qualified plan, or a welfare benefit
fund (as defined in Code Section 419(e)) maintained by the Employer under which
amounts attributable to post-retirement medical benefits are allocated to
separate accounts of key employees (as defined in Code Section 419(A)(d)(3)),
an individual medical account, or a simplified employee pension that provides
an Annual Addition.


 


(1)                                  If a Participant is, or has ever
been, a participant in more than one defined benefit plan maintained by the
Employer, the sum of the Participant’s Annual Benefits from all such plans may
not exceed the Maximum Permissible Benefit. Where the Participant’s
employer-provided benefits under all defined benefit plans ever maintained by
the Employer (determined as of the same age) would exceed the Maximum
Permissible Benefit applicable at that age, the benefit shall


 


29

















 


be
limited (or the rate of accrual reduced) in the plan most recently established
to the extent necessary so that the sum of the Participant’s Annual Benefits
from all such plan(s) does not exceed the Maximum Permissible Benefit.


 


(2)                                  For Limitation Years beginning
before January 1, 2000, if the Employer maintains, or ever maintained, one or
more qualified defined contribution plans in which any Participant in this Plan
participated, including a welfare benefit fund (as defined in Code Section
419(e)) maintained by the Employer under which amounts attributable to
post-retirement medical benefits are allocated to separate accounts of key
employees (as defined in Code Section 419(A)(d)(3)), an individual medical
account, or a simplified employee pension, the sum of the Participant’s Defined
Contribution Plan fraction and Defined Benefit Plan Fraction will not exceed
1.0 in any Limitation Year and, where the sum exceeds 1.0 for a Participant for
a Limitation Year, the Projected Annual Benefit shall be limited first. If the
Participant’s Annual Benefits equal his Projected Annual Benefit, as limited,
then Annual Additions to the defined contribution plan(s) shall be limited to
amounts that will reduce the sum to 1.0 in the same manner in which the Annual
Additions are limited to meet the requirements of Code Section 415(c)(1).


 


Benefit
increases resulting from the repeal of Code Section 415(e) will be provided to
all Employees participating in the Plan (with benefits limited by Code Section
415(e)) who have an Accrued Benefit under the Plan immediately before the first
day of the first Limitation Year beginning in 2000 and have one Hour-of-Service
after such date.


 


(d)                                 In the case of an individual who
was a participant in one or more defined benefit plans of the Employer, as of
the first day of the first Limitation Year beginning after December 31, 1986,
the application of the limitations of this section shall not cause the Maximum
Permissible Benefit for such individual under all such defined benefit plans to
be less than the individual’s TRA ‘86 Accrued Benefit. The preceding sentence
applies only if such defined benefit plans met the requirements of Code Section
415, for all Limitation Years beginning before January 1, 1987.


 


SECTION 4.04—AMOUNT OF BENEFIT AT
RETIREMENT.


 


The amount of
retirement benefit to be provided on the Normal Form for an Active Participant
on his Retirement Date shall be determined according to the provisions of this
section. The monthly retirement benefit shall not decrease after the
Participant’s Retirement Date due to any increase in social security
benefits that occurs after he ceases to be an Employee.


 


Normal
Retirement Date. An Active Participant’s retirement
benefit on his Normal Retirement Date shall be equal to his Accrued Benefit on
such date.


 


Early
Retirement Date. An Active Participant’s retirement
benefit on his Early Retirement Date shall be equal to his Accrued Benefit on
such specified date, multiplied by the factor shown below corresponding to the
number of years his Early Retirement Date precedes his Normal Retirement Date.


 


30

















 




	
  NUMBER OF YEARS

  EARLY RETIREMENT DATE

  PRECEDES NORMAL

  RETIREMENT DATE

  	
   

  	
  FACTOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  .9333

  	
   

  
	
   

  	
  2

  	
   

  	
  .8667

  	
   

  
	
   

  	
  3

  	
   

  	
  .8000

  	
   

  
	
   

  	
  4

  	
   

  	
  .7333

  	
   

  
	
   

  	
  5

  	
   

  	
  .6667

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  .6333

  	
   

  
	
   

  	
  7

  	
   

  	
  .6000

  	
   

  
	
   

  	
  8

  	
   

  	
  .5667

  	
   

  
	
   

  	
  9

  	
   

  	
  .5333

  	
   

  
	
   

  	
  10

  	
   

  	
  .5000

  	
   

  






 


The above
factors shall be prorated for a partial year (counting a partial month as a
complete month).


 


Late
Retirement Date. An Active Participant’s retirement
benefit on his Late Retirement Date shall be equal to the greatest of (a), (b)
or (c) below:


 


(a)                                  His Accrued Benefit on his Late
Retirement Date.


 


(b)                                 His Accrued Benefit on his
Normal Retirement Date, multiplied by the factor shown below corresponding to
the number of years his Late Retirement Date follows his Normal Retirement
Date.


 




	
  NUMBER OF YEARS

  LATE RETIREMENT DATE

  FOLLOWS NORMAL

  RETIREMENT DATE

  	
   

  	
  FACTOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  1.0600

  	
   

  
	
   

  	
  2

  	
   

  	
  1.1200

  	
   

  
	
   

  	
  3

  	
   

  	
  1.1900

  	
   

  
	
   

  	
  4

  	
   

  	
  1.2600

  	
   

  
	
   

  	
  5

  	
   

  	
  1.3400

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  1.4200

  	
   

  
	
   

  	
  7

  	
   

  	
  1.5000

  	
   

  
	
   

  	
  8

  	
   

  	
  1.5900

  	
   

  
	
   

  	
  9

  	
   

  	
  1.6900

  	
   

  
	
   

  	
  10

  	
   

  	
  1.7900

  	
   

  






 


The above
factors shall be prorated for a partial year (counting a partial month as a
complete month). Factors for numbers of years beyond 10 shall be determined
using a consistently applied reasonable actuarially equivalent method.


 


(c)                                  This (c) applies only to a
Participant whose Late Retirement Date occurs after the April 1 following the
calendar year in which he attains age 70 1/2 (January 1, 1997, if later). Such
Participant’s retirement benefit will be adjusted to take into account the
period after such date in which the Participant was not receiving his
retirement benefit.


 


31

















 


The retirement
benefit on his Late Retirement Date will be equal to the retirement benefit
that would have been paid on such data (determined as if his Late Retirement
Date had occurred on such date) multiplied by the factor in (b) above for 1 year
past Normal Retirement Date, prorated for a partial year based on the number of
months in the period (counting a partial month as a complete month).


 


If the
Participant’s Late Retirement Date occurs after the first Yearly Date following
such date, the Participant’s retirement benefit on his Late Retirement Date
shall be equal to the retirement benefit that would have been paid on such
Yearly Date, multiplied by the factor in (b) above for 1 year past Normal
Retirement Date, prorated for a partial year based on the number of months
since such Yearly Date (counting a partial month as a complete month).


 


The amount in
this (c) shall be redetermined after each subsequent Yearly Date based on the
retirement benefit that would have been paid on such Yearly Date (determined as
if his Late Retirement Date has occurred on such Yearly Date) multiplied by the
factor in (b) above for 1 year past Normal Retirement Date, prorated for a
partial year based on the number of months since such Yearly Date (counting a
partial month as a complete month).


 


Such greatest amount so determined applies to an
Active Participant, who (i) is not a 5-percent owner, (ii) has attained age 70
1/2, and (iii) makes an election to defer commencement of his retirement
benefit until the calendar year following the calendar year in which he
retires, as provided in the DISTRIBUTION REQUIREMENTS SECTION of Article VII.


 


An Active
Participant’s retirement benefit on the Normal Form shall not be less than the
greatest amount of benefit that would have been provided for him had he retired
on any earlier Retirement Date.


 


The
Participant’s retirement benefits shall be distributed to the Participant
according to the distribution of benefits provisions of Article VI and the
small amounts provisions of the SMALL AMOUNTS SECTION of Article X. The amount
of payment under any form (other than the Normal Form) shall be determined as
provided under the OPTIONAL FORMS OF DISTRIBUTION SECTION of Article VI.


 


SECTION 4.05—TEMPORARY LIMITATION OF
BENEFITS.


 


In the event
of Plan termination, the benefit of any active or former Highly Compensated
Employee is limited to a Benefit that is nondiscriminatory under Code Section
401(a)(4).


 


(a)                                  In any year, the payment of
Benefits to or on behalf of a Restricted Employee shall not exceed an amount
equal to the payments that would be made to or on behalf of the Restricted
Employee in that year under


 


(1)                                  a straight life annuity that is
the Actuarial Equivalent of the Accrued Benefit and other Benefits to which the
Restricted Employee is entitled under the Plan (other than a social security
supplement), and


 


(2)                                  the amount of the payments that
the Restricted Employee is entitled to receive under a social security
supplement, if any.


 


The preceding
paragraph shall not apply if:


 


(3)                                  after payment of the Benefit to
a Restricted Employee, the value of plan assets equals or exceeds 110 percent
of the value of current liabilities, as defined in Code Section 412(l)(7),


 


32

















 


(4)                                  the value of the Benefits for a
Restricted Employee is less than one percent of the value of current
liabilities before distribution, or


 


(5)                                  the value of the Benefits
payable to or on behalf of the Restricted Employee does not exceed $5,000,
($3,500 before the first Yearly Date on or after August 6, 1997) or if larger,
the amount described in Code Section 411(a)(11)(A).


 


(b)                                 An Employee’s otherwise
restricted Benefit may be distributed in full to the affected Employee if prior
to receipt of the Restricted Amount, the Employee enters into a written
agreement with the Plan Administrator to secure repayment to the Plan of the
Restricted Amount. The Employee may secure repayment of the Restricted Amount
upon distribution by:


 


(1)                                  entering into an agreement for
promptly depositing in escrow with an acceptable depository property having a
fair market value equal to at least 125 percent of the Restricted Amount,


 


(2)                                  providing a bank letter of
credit in an amount equal to at least 100 percent of the Restricted Amount, or


 


(3)                                  posting a bond equal to at least
100 percent of the Restricted Amount.


 


If the Employee
elects to post bond, the bond will be furnished by an insurance company,
bonding company or other surety for federal bonds.


 


The escrow
arrangement may provide that an Employee may withdraw amounts in excess of 125
percent of the Restricted Amount. If the market value of the property in an
escrow account falls below 110 percent of the remaining Restricted Amount, the
Employee must deposit additional property to bring the value of the property
held by the depository up to 125 percent of the Restricted Amount. The escrow
arrangement may provide that Employee may have the right to receive any income
from the property placed in escrow, subject to the Employee’s obligation to
deposit additional property, as set forth in the preceding sentence.


 


A surety or
bank may release any liability on a bond or letter of credit in excess of 100
percent of the Restricted Amount.


 


If the Plan
Administrator certifies to the depository, surety or bank that the Employee (or
his estate) is no longer obligated to repay any Restricted Amount, a depository
may redeliver to the Employee any property held under an escrow agreement, and
a surety or bank may release any liability on an Employee’s bond or letter of
credit.


 


For purposes
of this section, the following apply:


 


Restricted
Employee means any Highly Compensated Employee or
former Highly Compensated Employee who is one of the 25 nonexcludible employees
and former employees of the Employer with the largest amount of Compensation in
the current or any prior year.


 


Benefit
includes, among other benefits, loans in excess of the amount set forth in Code
Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a
living Employee or former Employee, and any death benefits not provided by
insurance on the Employee’s life.


 


Restricted
Amount means the excess of the amounts distributed to
the Employee (accumulated with reasonable interest) over the amounts that could
have been distributed to the Employee under a straight life annuity described
above (accumulated with reasonable interest).


 


33

















 


Any reasonable
and consistent method may be used for determining the value of current
liabilities and the value of plan assets.


 


SECTION 4.06—BENEFITS UPON EMPLOYMENT
AFTER RETIREMENT DATE.


 


if a
Participant is employed by us after his Retirement Date, any monthly retirement
benefit payment he is receiving shall continue unchanged.


 


If such
Participant continues to be or again becomes an Active Participant after his
Retirement Date, his benefits under this Plan shall not be duplicated. The
retirement benefit from the Accrued Benefit resulting from such additional
period of Accrual Service shall be payable according to the provisions of
Article IV and Article VI. Any death benefit from the Accrued Benefit he
accrued during his latest period as an Active Participant shall be determined
as provided in the DEATH BENEFITS SECTION of Article V.


 


34

















 


ARTICLE V



OTHER BENEFITS


 


SECTION 5.01—DEATH BENEFITS.


 


The provisions
of this section apply on or after August 23, 1984. These provisions shall also
apply to an Inactive Participant who became inactive before such date.


 


If a
Participant dies before his Annuity Starting Date, death benefits shall be
determined under subsections (a) and (b) below. The distribution of death
benefits shall be subject to the distribution of benefits provisions of Article
VI and the provisions of the SMALL AMOUNTS SECTION of Article X.


 


(a)                                  Qualified Preretirement Survivor
Annuity:


 


A Qualified
Preretirement Survivor Annuity shall be payable if the following requirements
are met:


 


(1)           The Participant is survived by a
spouse on the date he dies.


 


(2)                                  The Participant’s Vesting
Percentage on the date of his death was greater than zero.


 


If the
requirements above are met on the date the Participant dies, a Qualified
Preretirement Survivor Annuity shall be payable. The spouse may elect to start
benefits on any first day of the month on or after the earliest date retirement
benefits could have been paid to the Participant if he had ceased to be an
Employee on the date of his death and survived to retire. Benefits must start
by the date the Participant would have been age 70 1/2. If the spouse dies
before the Qualified Preretirement Survivor Annuity starts, no death benefits
are payable.


 


(b)                                 Single-sum death benefit:


 


There are no
single-sum death benefits payable under this Plan before Annuity Starting Date.


 


If a
Participant dies on or after his Normal Retirement Date and before his Annuity
Starting Date and such Participant is survived by a spouse on the date of his
death, the death benefit shall be payable in like manner as provided under (a)
and (b) above.


 


If a
Participant dies on or after his Normal Retirement Date and before his Annuity
Starting Date and such Participant is not survived by a spouse on the date of
his death, the provisions of subsections (a) and (b) shall not apply. Instead,
the death benefit shall be the preservation of retirement option death benefit.
This death benefit is the death benefit which would have been payable to the
Participant’s Beneficiary or Contingent Annuitant if the Participant’s
Retirement Date had occurred on the date he died. If the optional form of
retirement benefit in effect is a single-sum payment, a single-sum payment
shall be paid to the Participant’s Beneficiary. This single-sum payment shall
be equal to the single-sum payment that would have been paid to the Participant
had his Retirement Date occurred on the date of his death. The optional form of
distribution elected according to the provisions of the ELECTION PROCEDURES
SECTION of Article VI before the Participant’s death is the form in effect for determining
the death benefit. For purposes of this death benefit only, an election of an
optional form of distribution shall be a qualified election even if it is not
made within 90 days of the date retirement benefits would have begun if it
meets all of the other requirements for a qualified election. The automatic
form of distribution for retirement benefits under the AUTOMATIC FORMS OF
DISTRIBUTION SECTION of Article VI shall be in effect if an election has not
been made or an election is revoked without a subsequent election according to
the


 


35

















 


provisions of the ELECTION
PROCEDURES SECTION of Article VI. Any death benefit payable shall be subject to
the distribution limitations of the OPTIONAL FORMS OF DISTRIBUTION SECTION of
Article VI and the DISTRIBUTION REQUIREMENTS
SECTION of Article VII.


 


Any death
benefit after Annuity Starting Date will be determined by the form of
retirement benefit in effect on a Participant’s Annuity Starting Date.


 


SECTION 5.02—VESTED BENEFITS.


 


A Participant
who becomes an Inactive Participant before retirement or death will be entitled
to one of the following vested benefits whichever is applicable. Any
distribution of vested benefits shall be a retirement benefit and shall be
subject to the distribution of benefits provisions of Article VI and the
provisions of the SMALL AMOUNTS SECTION of Article X.


 


(a)                                  A deferred monthly retirement
benefit on the Normal Form to begin on his Normal Retirement Date. The deferred
retirement benefit will be equal to the product of (1) and (2):


 


(1)                                  The Participant’s Accrued
Benefit on the day before he became an Inactive Participant.


 


(2)                                  The Participant’s
Vesting Percentage on the date he ceases to be an Employee.


 


(b)                                 A deferred monthly retirement
benefit on the Normal Form to begin on his Early Retirement Date. The deferred
retirement benefit shall be equal to the amount under (a) above multiplied by
the applicable early retirement factor in the AMOUNT OF BENEFIT AT RETIREMENT
SECTION of  Article IV.


 


If the
Participant was covered under the Plan on the last day of the 1988 Plan Year or
the 1993 Plan Year, and his termination date was between these dates, his
deferred monthly retirement benefit on the Normal Form to begin on his Early
Retirement Date shall not be less than his Accrued Benefit on the applicable
date (or the date he became an Inactive Participant, if earlier) multiplied by
the applicable early retirement factor based on the Plan as in effect on the
applicable date.


 


(c)                                  A deferred monthly retirement
benefit on the Normal Form to begin on his Late Retirement Date. The deferred
retirement benefit shall be determined as follows:


 


(1)                                  For a Participant who became an
Inactive Participant on or before his Normal Retirement Date, an amount equal
to the amount under (a) above multiplied by the late retirement factor in the
AMOUNT OF BENEFIT AT RETIREMENT SECTION of Article IV which corresponds to the
number of years his Late Retirement Date follows his Normal Retirement Date.


 


(2)                                  For a Participant who became an
Inactive Participant after his Normal Retirement Date, an amount equal to the
greater of (i) or (ii) below:


 


(i)                                     The Participant’s Accrued
Benefit on the day before the date he became an Inactive Participant.


 


(ii)                                  His Accrued Benefit on his
Normal Retirement Date multiplied by the late retirement factor in the AMOUNT
OF BENEFIT AT RETIREMENT SECTION
of Article IV which corresponds to the number of years his Late Retirement Date
follows his Normal Retirement Date.


 


36

















 


Provided,
however, for an Inactive Participant whose Late Retirement Date occurs after
the April 1 following the calendar year in which he attains age 70 1 /2
(January 1, 1997, if later), such Participant’s deferred monthly retirement
benefit determined in (1) or (2) above, whichever applies, shall be adjusted as
provided in paragraph (c) relating to Late Retirement Date in the AMOUNT OF
BENEFIT AT RETIREMENT SECTION of Article IV.


 


The amount of
payment under any form (other than the Normal Form) shall be determined as
provided under the OPTIONAL FORMS OF DISTRIBUTION SECTION of Article VI. After
the Participant ceases to be an Employee, the deferred retirement benefit shall
not decrease because of any post-separation social security benefit increase.
If he again becomes an Active Participant, such a decrease shall also not apply
to any deferred retirement benefit to which he was entitled before his Reentry
Date.


 


If the
Participant dies before his Annuity Starting Date, death benefits shall be
distributed according to the provisions of the DEATH BENEFITS SECTION of
Article V.


 


37

















 


ARTICLE VI



WHEN BENEFITS START AND DISTRIBUTION OF

BENEFITS


 


The provisions
of this article shall apply on or after August 23, 1984. These provisions shall
apply to an Inactive Participant who became inactive before such date.


 


SECTION 6.01—WHEN BENEFITS START.


 


Benefits under
the Plan begin when a Participant retires, dies, or ceases to be an Employee,
whichever applies, as provided in Article IV and Article V. Benefits may begin
on an earlier date to the extent necessary to avoid a violation of Code Section
415 or 411(b). The start of benefits is subject to the qualified election
procedures of this article.


 


Unless
otherwise elected, benefits shall begin before the sixtieth day following the
close of the Plan Year in which the latest date below occurs:


 


(a)                                  The date the Participant attains
age 65 (Normal Retirement Age, if earlier).


 


(b)                                 The tenth anniversary of the
Participant’s Entry Date.


 


(c)                                  The date the Participant ceases
to be an Employee.


 


Notwithstanding
the foregoing, the failure of a Participant and spouse to consent to a
distribution while a benefit is immediately distributable, within the meaning
of the ELECTION PROCEDURES SECTION of this article, shall be deemed to be an
election to defer commencement of payment of any benefit sufficient to satisfy
this section.


 


The
Participant may elect to have his benefits begin after the latest date described
above, subject to the provisions of this section. The Participant shall make
his election in writing and deliver the signed statement of election to the
Plan Administrator before Normal Retirement Date or the date he ceases to be an
Employee, if later. The statement of election must describe the form of
distribution and the date the retirement benefits will begin. The Participant
shall not elect a date for beginning retirement benefits or a form of
distribution that would result in a death benefit payable upon his death that
would be more than incidental within the meaning of governmental regulations.


 


Benefits shall
begin by the Participant’s Required Beginning Date, as defined in the
DEFINITIONS SECTION of Article VII.


 


SECTION 6.02—AUTOMATIC FORMS OF
DISTRIBUTION.


 


Unless an
optional form of benefit is selected pursuant to a qualified election within
the election period (see the ELECTION PROCEDURES SECTION of this article), the
automatic form of benefit payable to or on behalf of a Participant is determined
as follows:


 


(a)                                  Retirement Benefits. This automatic form of
retirement benefit for a Participant who does not die before his Annuity
Starting Date shall be:


 


(1)                                  The Qualified Joint and Survivor
Form for a Participant who has a spouse.


 


(2)                                  The Normal Form for a
Participant who does not have a spouse.


 


38

















 


(b)                                 Death Benefits. The automatic form of death
benefit for a Participant who dies before his Annuity Starting Date is
determined according to the provisions of the DEATH BENEFITS SECTION of Article
V.


 


SECTION 6.03—OPTIONAL FORMS OF
DISTRIBUTION.


 


(a)                                  Retirement Benefits. The optional forms of
retirement benefit shall be the following: a straight life annuity; single life
annuities with certain periods of 5, 10 or 15 years; and survivorship life
annuities with survivorship percentages of 50, 66 2/3 or 100. The benefit
payable on any optional annuity form available above (other than the Normal
Form) shall be the Actuarial Equivalent of the benefit that would otherwise be
payable on the Normal Form.


 


The Participant
may also elect to receive a single-sum payment in lieu of all other benefits
under this Plan. This single-sum payment shall be equal to the Present Value of
the retirement benefit which would have been payable to such Participant on his
Retirement Date on the Normal Form of distribution. The Participant may also
elect to have this amount segregated from the other Plan funds and the
segregated amount paid to him under a full flexibility option. The full
flexibility option is an optional form of benefit under which the Participant
receives a distribution each calendar year, beginning with the calendar year in
which his Annuity Starting Date occurs. The Participant may elect the amount to
be distributed each year (not less than $1,000). The amount payable in his
first Distribution Calendar Year, as defined in the DEFINITIONS SECTION of
Article VII, must satisfy the minimum distribution requirements of Article VII
for such year. Distributions for later Distribution Calendar Years must satisfy
the minimum distribution requirements of Article VII for such years. If the
Participant’s annuity Starting Date does not occur until his second
Distribution Calendar Year, the amount payable for such year must satisfy the
minimum distribution requirements of Article VII for both the first and second
Distribution Calendar Years. Any single-sum payment shall be subject to the
provisions of the TEMPORARY LIMITATION OF BENEFITS SECTION of Article IV.


 


Election of an
optional form is subject to the qualified election provisions of the ELECTION
PROCEDURES SECTION of this article and the DISTRIBUTION REQUIREMENTS  SECTION
of Article VII.


 


Any annuity
contract distributed shall be nontransferable. The terms of any annuity
contract purchased and distributed by the Plan to a Participant or spouse shall
comply with the requirements of this Plan.


 


(b)                                 Death Benefits. The optional forms of death
benefit are a single-sum payment and any annuity that is an optional form of
retirement benefit. However, the full flexibility option shall not be available
if the Beneficiary is not the spouse of the deceased Participant.


 


SECTION 6.04—ELECTION PROCEDURES.


 


The
Participant or spouse shall make any election under this section in writing.
The Plan Administrator may require such individual to complete and sign any
necessary documents as to the provisions to be made. Any election permitted
under la) and (b) below shall be subject to the qualified election provisions
of (c) below.


 


(a)                                  Retirement Benefits. A Participant may elect his
Beneficiary or Contingent Annuitant and may elect to have retirement benefits
distributed under any of the optional forms of retirement benefit available in
the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.


 


39

















 


(b)                                 Death Benefits. In lieu of the Qualified
Preretirement Survivor Annuity described in the DEATH BENEFITS SECTION of
Article V, the spouse may, for his own benefit, waive the Qualified Preretirement
Survivor Annuity by electing to have the benefit distributed under any of the
optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION
SECTION of this article.


 


(c)                                  Qualified Election. The Participant or spouse may
make an election at any time during the election period. The Participant or
spouse may revoke the election made (or make a new election) at any time and
any number of times during the election period. An election is effective only
if it meets the consent requirements below.


 


(1)                                  Election Period for Retirement
Benefits. The
election period as to retirement benefits is the 90-day period ending on the
Annuity Starting Date. An election to waive the Qualified Joint and Survivor
Annuity may not be made by the Participant before the date he is provided with
the notice of the ability to waive the Qualified Joint and Survivor Annuity.


 


(2)                                  Election Period for Death
Benefits. The
spouse’s election period begins on he date the Participant dies and ends on the
date benefits begin.


 


(3)                                  Consent to Election. If the Present Value of the
Participant’s Vested Accrued Benefit exceeds $5,000 ($3,500 for Plan Years
beginning before August 6, 1997), any benefit which is (i) immediately
distributable or (ii) payable in a form other than a Qualified Joint and
Survivor Annuity or a Qualified Preretirement Survivor Annuity requires the
consent of the Participant and the Participant’s spouse (or where either the
Participant or the spouse has died, the survivor). Such consent shall also be
required if the Present Value of the Participant’s Vested Accrued Benefit at
the time of any prior distribution exceeded $5,000 ($3,500 for Plan Years
beginning before August 6, 1997). This rule in the preceding sentence shall not
apply as of the date specified in any regulation which repeals such rule.
However, consent will still be required if the Participant had previously had
an Annuity Starting Date with respect to any portion of such Vested Accrued
Benefit.


 


The consent of
the Participant or spouse to a benefit which is immediately distributable must
not be made before the date the Participant or spouse is provided with the
notice of the ability to defer the distribution. Such consent shall be made in
writing. The consent shall not be made more than 90 days before the Annuity
Starting Date. Spousal consent is not required for a benefit which is
immediately distributable in a Qualified Joint and Survivor Annuity. Neither
the consent of the Participant nor the Participant’s spouse shall be required
to the extent that a distribution is required to satisfy Code Section 401(a)(9)
or Code Section 415.


 


A benefit is
immediately distributable if any part of the benefit could be distributed to
the Participant (or surviving spouse) before the Participant attains (or would
have attained if not deceased) the older of Normal Retirement Age or age 62.


 


If the
Qualified Joint and Survivor Annuity is waived, the spouse has the right to
limit consent only to a specific Beneficiary or a specific form of Benefit. The
spouse can relinquish one or both such rights. Such consent shall be made in
writing. The consent shall not be made more than 90 days before the Annuity
Starting Date.


 


If the
Qualified Preretirement Survivor Retirement Annuity is waived, the spouse has
the right to limit consent only to a specific Beneficiary. Such consent shall
be


 


40

















 


in writing. The
spouse’s consent shall be witnessed by a Plan representative or notary public.
The spouse’s consent must acknowledge the effect of the election, including
that the spouse had the right to limit consent only to a specific Beneficiary
or a specific form of benefit, if applicable, and that the relinquishment of
one or both such rights was voluntary. Unless the consent of the spouse
expressly permits designations by the Participant without a requirement of
further consent by the spouse, the spouse’s consent must be limited to the form
of benefit, if applicable, and the Beneficiary (including any Contingent
Annuitant), class of Beneficiaries, or contingent Beneficiary named in the
election.


 


Spousal consent
is not required, however, if the Participant establishes to the satisfaction of
the Plan representative that the consent of the spouse cannot be obtained
because there is no spouse or the spouse cannot be located. A spouse’s consent
under this paragraph shall not be valid with respect to any other spouse. A
Member may revoke a prior election without the consent of the spouse. Any new
election will require a new spousal consent, unless the consent of the spouse
expressly permits such election by the Participant without further consent by
the spouse. A spouse’s consent may be revoked at any time within the
Participant’s election period.


 


SECTION 6.05—NOTICE REQUIREMENTS.


 


(a)                                  Optional Forms of Retirement
Benefit and Right to Defer.
The Plan Administrator shall furnish to the Participant and the Participant’s
spouse a written explanation of the optional forms of retirement benefit in the
OPTIONAL FORMS OF DISTRIBUTION SECTION of this article, including material
features and relative values of these options, in a manner that would satisfy
the notice requirements of Code Section 417(a)(3) and the right of the
Participant and the Participant’s spouse to defer distribution until the
benefit is no longer immediately distributable.


 


The Plan
Administrator shall furnish the written explanation by a method reasonably
calculated to reach the attention of the Participant and the Participant’s
spouse no less than 30 days and no more than 90 days before the Annuity
Starting Date.


 


The Participant
(and spouse, if applicable) may waive the 30-day election period if the
distribution of the elected form of retirement benefit begins. more
than 7 days after the Plan Administrator provides the Participant (and spouse,
if applicable) the written explanation provided that: (1) the Participant has
been provided with information that clearly indicates that the Participant has
at least 30 days to consider the decision of whether or not to elect a
distribution and a particular distribution option, (2) the Participant is
permitted to revoke any affirmative distribution election at least until the
Annuity Starting Date or, if later, at any time prior to the expiration of the
7-day period that begins the day after the explanation is provided to the
Participant, and (3) the Annuity Starting Date is a date after the date that
the written explanation was provided to the Participant.


 


(b)                                 Qualified Joint and Survivor
Annuity. The
Plan Administrator shall furnish to the Participant a written explanation of
the following: the terms and conditions of the Qualified Joint and Survivor
Annuity; the Participant’s right to make, and the effect of, an election to
waive the Qualified Joint and Survivor Annuity; the rights of the Participant’s
spouse; and the right to revoke an election and the effect of such a
revocation.


 


The Plan
Administrator shall furnish the written explanation by a method reasonably
calculated to reach the attention of the Participant no less than 30 days and
no more than 90 days before the Annuity Starting Date.


 


41

















 


The Participant
(and spouse, if applicable) may waive the 30 day election period if the
distribution of the elected form of retirement benefit commences more than 7
days after the Plan Administrator provides the Participant (and spouse, if
applicable) the written explanation provided that: (1) the Participant has been
provided with information that clearly indicates that the Participant has at
least 30 days to consider the decision of whether or not to elect a
distribution and a particular distribution option, (2) the Participant is
permitted to revoke any affirmative distribution election at least until the
Annuity Starting Date or, if later, at any time prior to the expiration of the
7-day period that begins the day after the explanation is provided to the
Participant, and (3) the Annuity Starting Date is a date after the date that
the written explanation was provided to the Participant.


 


After the
written explanation is given, a Participant or spouse may make written request
for additional information. The written explanation must be personally
delivered or mailed (first class mail, postage prepaid) to the Participant or
spouse within 30 days from the date of the written request. The Plan
Administrator does not need to comply with more than one such request by a
Participant or spouse.


 


The Plan
Administrator’s explanation shall be written in nontechnical language and will
explain the terms and conditions of the Qualified Joint and Survivor Annuity
and the financial effect upon the Participant’s benefit (in terms of dollars
per benefit payment) of electing not to have benefits distributed in accordance
with the Qualified Joint and Survivor Annuity.


 


42

















 


ARTICLE VII



DISTRIBUTION REQUIREMENTS


 


SECTION
7.01—APPLICATION.


 


The optional
forms of distribution are only those provided in Article VI. An optional form
of distribution shall not be permitted unless it meets the requirements of this
article.


 


SECTION 7.02—DEFINITIONS.


 


For purposes of this article, the following terms are
defined:


 


Designated Beneficiary means
the individual who is designated as the beneficiary under the Plan in
accordance with Code Section 401(a)(9) and the regulations thereunder.


 


Distribution Calendar Year means
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, the first Distribution Calendar Year is the calendar year
in which distributions are required to begin pursuant to (e)  of
the DISTRIBUTION REQUIREMENTS SECTION of this article.


 


5-percent Owner means a 5-percent owner as defined in Code Section
416. A Participant is treated as a 5-percent Owner for purposes of this article
if such Participant is a 5-percent Owner at any time during the Plan Year
ending with or within the calendar year in which such owner attains age 70 1/2
or any subsequent Plan Year.


 


Once distributions have begun to a 5-percent Owner
under this article, they  must
continue to be distributed, even if the Participant ceases to be a 5-percent
Owner in a subsequent year.


 


Joint and Last Survivor Expectancy means
joint and last survivor expectancy computed using the expected return multiples
in Table VI of section 1.72-9 of the Income Tax Regulations.


 


Unless otherwise elected by the Participant (or
spouse, in the case of distributions described in (e)(2)(ii) of the
DISTRIBUTION REQUIREMENTS SECTION of this article) by the time distributions
are required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse Beneficiary may not
be recalculated.


 


Life expectancy means life expectancy computed by use of the
expected return multiples in Table V of section 1.72-9 of the Income Tax
Regulations.


 


Unless otherwise elected by the Participant (or
spouse, in the case of distributions described in (e)(2)(ii) of the
DISTRIBUTION REQUIREMENTS SECTION of this article) by the time distributions
are required to begin, life expectancy shall be recalculated annually. Such
election shall be irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse Beneficiary may not
be recalculated.


 


Required Beginning Data means, for any Participant who is a 5-percent
Owner, the April 1 of the calendar year following the calendar year in which he
attains age 70 1/2.


 


43

















 


Required Beginning Date means,
for any Participant who is not a 5-percent Owner, the April 1 of the calendar
year following the later of the calendar year in which he attains age 70 1/2 or
the calendar year in which he retires.


 


The preretirement age 70 1/2 distribution option is
only eliminated with respect to Participants who reach age 70 1/2 in or after a
calendar year that begins after the later of December 31, 1998, or the adoption
date of the amendment which eliminated such option. The preretirement age 70 1/2
distribution is an optional form of benefit under which benefits payable in a
particular distribution form (including any modifications that may be elected
after benefits begin) begin at a time during the period that begins on or after
January 1 or the calendar year in which the Participant attains age 70 1/2 and
ends April 1 of the immediately following calendar year.


 


The options available for Participants who are not
5-percent Owners and attained age 70 1/2 in calendar years before the calendar
year that begins after the later of December 31, 1998, or the adoption date of
the amendment which eliminated the preretirement age 70 1/2 distribution shall
be the following. Any such Participant attaining age 70 1/2 in years after 1995
may elect by April 1 of the calendar year following the calendar year in which
he attained age 70 1/2 (or by December 31, 1997 in the case of a Participant
attaining age 70 1/2 in 1996) to defer distributions until the calendar year
following the calendar year in which he retires. Any such Participant attaining
age 70 1/2 in years prior to 1997 may elect to stop distributions which are not
purchased annuities and recommence by the April 1 or the calendar year
following the year in which he retires. There shall be a new Annuity Starting
Date upon recommencement.


 


SECTION 7.03—DISTRIBUTION REQUIREMENTS.


 


(a)                                  General Rules.


 


(1)                                  Subject to the AUTOMATIC FORMS
OF DISTRIBUTION SECTION of Article VI, joint and survivor annuity requirements,
the requirements of this article shall apply to any distribution of a
Participant’s interest and shall take precedence over any inconsistent
provisions of this Plan. Unless otherwise specified, the provisions of this
article apply to calendar years beginning after December 31, 1984.


 


(2)                                  All distributions required under
this article shall be determined and made in accordance with the proposed
regulations under Code Section 401(a)(9), including the minimum distribution
incidental benefit requirement of section 1.401(a)(9)-2 of the proposed
regulations.


 


(3)                                  With respect to distributions
under the Plan made on or after June 14, 2001, for calendar years beginning on
or after January 1, 2001, the Plan will apply the minimum distribution
requirements of Code Section 401(a)(9) in accordance with the regulations under
Code Section 401(a)(9) that were  proposed on January 17, 2001 (the 2001 Proposed
Regulations), notwithstanding any provision of the Plan to the contrary. If the
total amount of required minimum distributions made to a Participant for 2001
prior to June 14, 2001, are equal to or greater than the amount of required
minimum distributions determined under the 2001 Proposed Regulations, then no
additional distributions are required for such Participant for 2001 on or after
such date. If the total amount of required minimum distributions made to a
Participant for 2001 prior to June 14, 2001, are less than the amount
determined under the 2001 Proposed Regulations, then the amount of required
minimum distributions for 2001 on or after such date will be determined so that
the total amount of required minimum distributions for 2001 is the amount
determined under the 2001 Proposed Regulations. These provisions shall continue
in effect until the last calendar year beginning before the effective date


 


44

















 


of
final regulations under Code Section 401(a)(9) or such other date as may be
published by the Internal Revenue Service.


 


(b)                                 Required Beginning Date. The entire interest of a
Participant must be distributed or begin to be distributed no later than the
Participant’s Required Beginning Date.


 


(c)                                  Limits on Distribution Periods. As of the first Distribution
Calendar Year, distributions, if not made in a single sum, may only be made
over one of the following periods (or combination thereof):


 


(1)                                  the life of the
Participant,


 


(2)                                  the life of the Participant and
a Designated Beneficiary,


 


(3)                                  a period certain not extending
beyond the Life Expectancy of the Participant, or


 


(4)                                  a period certain not extending
beyond the Joint and Last Survivor Expectancy of the Participant and a
Designated Beneficiary.


 


(d)                                 Determination of Amount to be
Distributed Each Year.


 


(1)                                  If the Participant’s interest is
to be paid in the form of  annuity
distributions under the Plan, payment under the annuity shall satisfy the
following requirements:


 


(i)                                     the annuity distributions must
be paid in periodic payments made at intervals not longer than one year;


 


(ii)                                  the distribution period must be
over a life (or lives) or over a period certain not longer than a Life
Expectancy (or Joint and Last Survivor Expectancy) described in Code Section
401(a)(9)(A)(ii) or Code Section 401(a)(9)(B)(iii), whichever is applicable;


 


(iii)                               the Life Expectancy (or Joint
and Last Survivor Expectancy) for purposes of determining the period certain
shall be determined without recalculation of Life Expectancy;


 


(iv)                              once payments have begun over a
period certain, the period certain may not be lengthened even if the period
certain is shorter than the maximum permitted;


 


(v)                                 payments must either be
nonincreasing or increase only as follows:


 


(A)                              with any percentage increase in
a specified and generally recognized cost-of-living index;


 


(B)                                to the extent of the reduction
to the amount of the Participant’s payments to provide for a survivor benefit
upon death, but only if the Beneficiary whose life was being used to determine
the distribution period described in (c) above dies and the payments continue
otherwise in accordance with (c) above over the life of the Participant;


 


(C)                                to provide cash refunds of
employee contributions upon the Participant’s death; or


 


45

















 


(D)                               because of an increase in
benefits under the Plan.


 


(vi)                              If the annuity is a life annuity
(or a life annuity with a period certain not exceeding 20 years), the amount
which must be distributed on or before the Participant’s Required Beginning
Date (or, in the case of distributions after the death of the Participant, the
date distributions are required to begin pursuant to (a) below) shall be the
payment which is required for one payment interval. The second payment need not
be made until the end of the next payment interval even if that payment
interval ends in the next calendar year. Payment intervals are the period for
which payments are received, e.g., bimonthly, monthly, semi-annually, or
annually.


 


If the annuity
is a period certain annuity without a life contingency (or is a life annuity
with a period certain exceeding 20 years) periodic payments for each Distribution
Calendar Year shall be combined and treated as an annual amount. The amount
which must be distributed by the Participant’s Required Beginning Date (or, in
the case of distributions after the death of the Participant, the date
distributions are required to begin pursuant to (e) below) is the annual amount
for the first Distribution Calendar Year. The annual amount for other
Distribution Calendar Years, including the annual amount for the calendar year
in which the Participant’s Required Beginning Date for the date distributions
are required to begin pursuant to (e) below) occurs, must be distributed on or
before December 31 of the calendar year for which the distribution is required.


 


(2)                                  Annuities purchased after
December 31, 1988, are subject to the following additional conditions:


 


(i)                                     Unless the Participant’s spouse
is the Designated Beneficiary, if the Participant’s interest is being
distributed in the form of a period certain annuity without a life contingency,
the period certain as of the beginning of the first Distribution Calendar Year
may not exceed the applicable period determined using the table set forth in
Q&A A-5 of section 1.401(a)(9)-2 of the proposed regulations.


 


(ii)                                  If the Participant’s interest is
being distributed in the form of a joint and survivor annuity for the joint
lives of the Participant and a nonspouse Beneficiary, annuity payments to be
made on or after the Participant’s Required Beginning Date to the Designated
Beneficiary after the Participant’s death must not at any time exceed the
applicable percentage of the annuity payment for such period that would have
been payable to the Participant using the table set forth in Q&A A-6 of
section 1.401(a)(9)-2 of the proposed regulations.


 


(iii)                               Transitional rule. If payment
under an annuity which complies with (1) above begins prior to January 1, 1989,
the minimum distribution requirements in effect as of July 27, 1987, shall
apply to distributions from this Plan, regardless of whether the annuity form
of payment is irrevocable. This transitional rule also applies to deferred
annuity contracts distributed to or owned by the employee prior to January 1,
1989, unless additional contributions are made under the Plan by the Employer
with respect to such contract.


 


(iv)                              If the form of distribution is
an annuity made in accordance with this (d), any additional benefits accruing
to the Participant after his Required


 


46

















 


Beginning
Date shall be distributed as a separate and identifiable component of the
annuity beginning with the first payment interval ending in the calendar year
in which such amount accrues.


 


(v)                                 Any part of the Participant’s
interest which is in the form of an individual account shall be distributed in
a manner satisfying the requirements of Code Section 401(a)(9) and the proposed
regulations thereunder.


 


(e)                                  Death Distribution Provisions.


 


(1)                                  Distribution beginning before
death. If the
Participant dies after distribution of his interest has begun, the remaining
portion of such interest will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the Participant’s death.


 


(2)                                  Distribution beginning after
death.


 


(i)                                     If the Participant dies before
distribution of his interest begins, distribution of the Participant’s entire
interest shall be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death except to the extent that an
election is made to receive distributions in accordance with A or B below:


 


(A)                              If any portion of the
Participant’s interest is payable to a Designated Beneficiary, distributions
may be made over the life or over a period certain not greater than the Life
Expectancy of the Designated Beneficiary commencing on or before December 31 of
the calendar year immediately following the calendar year in which the
Participant died;


 


(B)                                If the Designated Beneficiary is
the Participant’s surviving spouse, the date distributions are required to
begin in accordance with Ii) above shall not be earlier than the later of:


 


1.                                       December
31 of the calendar year immediately following the calendar year in which the
Participant died, or


 


2.                                       December
31 of the calendar year in which the Participant would have attained age 70
1/2.


 


(ii)                                  If the Participant has not made
an election pursuant to this (e)(2) by the time of his death, the Participant’s
Designated Beneficiary must elect the method of distribution no later than the
earlier of:


 


(A)                              December 31 of the calendar year
in which distributions would be required to begin under this subparagraph, or


 


(B)                                December 31 of the calendar year
which contains the fifth anniversary of the date of death of the Participant.


 


(iii)                               If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a
method of distribution, distribution of the Participant’s entire interest must
be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.


 


47














 


(3)                                 For purposes of (e)(2) above, if
the surviving spouse dies after the Participant, but before payments to such
spouse begin, the provisions of (e)(2) above, with the exception of
(e)(2)(i)(B) therein, shall be applied as if the surviving spouse were the
Participant.


 


(4)                                 For purposes of this (e), any
amount paid to a child of the Participant will be treated as if it had been
paid to the surviving spouse if the amount becomes payable to the surviving
spouse when the child reaches the age of majority.


 


(5)                                 For purposes of this (e),
distribution of a Participant’s interest is considered to begin on the
Participant’s Required Beginning Date (or, if (e)(3) above is applicable, the
date distribution is required to begin to the surviving spouse pursuant to (e)(2)
above). If distribution in the form of an annuity irrevocably begins to the
Participant before the Required Beginning Date, the date distribution is
considered to begin is the date distribution actually begins.


 


SECTION 7.04—MINIMUM ACTUARIAL
INCREASE.


 


Except with
respect to all participants in a governmental or church plan, or a 5-percent
owner in other plans, a Participant’s Accrued Benefit is actuarially increased
to take into account the period after age 70 1/2 in which the Employee does not
receive any benefits under the Plan. The actuarial increase begins on the April
1 following the calendar year in which the Employee attains age 70 1/2 (January
1, 1997, in the case of an Employee who attained age 70 1 /2 prior to 1996),
and ends on the date on which benefits commence after retirement in an amount
sufficient to satisfy Code Section 401(a)(9).


 


The amount of
the actuarial increase payable as of the end of the period for actuarial
increases must be no less than the actuarial equivalent of the Employee’s
retirement benefits that would have been payable as of the date the actuarial
increase must commence plus the actuarial equivalent of the additional benefits
accrued after that date, reduced by the actuarial equivalent of any
distributions made after that date. Actuarial equivalent shall be based on the
method for adjusting benefits at Late Retirement Date as provided in the AMOUNT
OF BENEFIT AT RETIREMENT SECTION
of Article IV. The actuarial increase is generally the same as,
and not in addition to, the actuarial increase required for that same period
under Code Section 411 to reflect the delay in payments after normal
retirement, except that the actuarial increase required under Code Section
401(a)(9)(C) must be provided even during the period during which an Employee
is not receiving benefits.


 


For purposes
of Code Section 411(b)(1)(H), the actuarial increase will be treated as an
adjustment attributable to the delay in distribution of benefits after the
attainment of Normal Retirement Age. Accordingly, to the
extent permitted under Code Section 411(b)(1)(H), the actuarial increase
required under Code Section 401(a)(9)(C)(iii) may reduce the benefit accrual
otherwise required under Code Section 411(b)(1)(H)(i), except that the rules on
the suspension of benefits are not applicable.


 


SECTION 7.05—TRANSITIONAL RULE.


 


(a)                                 Notwithstanding the other
requirements of this article and subject to the joint and survivor annuity
requirements of Article VI, distribution on behalf of any Participant,
including a 5-percent Owner, may be made in accordance with all of the
following requirements (regardless of when such distribution begins):


 


(1)                                 The distribution by the Plan is one  which
would not have disqualified such Plan under Code Section 401(a)(9) as in effect
prior to amendment by the Deficit Reduction Act of 1984.


 


48

















 


(2)                                 The distribution is in
accordance with a method of distribution designated by the Participant whose
interest in the Plan is being distributed or, if the Participant is deceased,
by a Beneficiary of such Participant.


 


(3)                                 such designation was in writing,
was signed by the Participant or the Beneficiary, and was made before January
1, 1984.


 


(4)                                 The Participant had an accrued
benefit under the Plan as of December 31, 1983.


 


(5)                                 The method of distribution
designated by the Participant or Beneficiary specifies the time at which
distribution will begin, the period over which distributions will be made, and
in the case of any distribution upon the Participant’s death, the Beneficiaries
of the Participant listed in order of priority.


 


(b)                                 A distribution upon death will
not be covered by this transitional rule unless the information in the
designation contains the required information described above with respect to
the distributions to be made upon the death of the Participant.


 


(c)                                  For any distribution which
begins before January 1, 1984, but continues after December 31, 1983, the
Participant, or Beneficiary, to whom such distribution is being made, will be
presumed to have designated the method of distribution under which the
distribution is being made if the method of distribution is specified in
writing and the distribution satisfies the requirements in (a)(1) and (5)
above.


 


(d)                                 If a designation is revoked, any
subsequent distribution must satisfy the requirements of Code Section 401(a)(9)
and the proposed regulations thereunder. If a designation is revoked subsequent
to the date distributions are required to begin, the Plan must distribute by
the end of the calendar year following the calendar year in which the
revocation occurs, the total amount not yet distributed which would have been
required to have been distributed to satisfy Code Section 401(a)(9) and the
proposed regulations thereunder, but for the section 242(b)(2) election. For
calendar years beginning after December 31, 1988, such distributions must meet
the minimum distribution incidental benefit requirements in section
1.401(a)(9)-2 of the proposed regulations. Any changes in the designation will
be considered to be a revocation of the designation. However, the mere
substitution or addition of another Beneficiary (one not named in the
designation) under the designation will not be considered a revocation of the
designation so long as such substitution or addition does not alter the period
over which distributions are to be made under the designation, directly or
indirectly (for example, by altering the relevant measuring life). In the case
in which an amount is transferred or rolled over from one plan to another plan,
the rules in Q&A J-2 and Q&A J-3 of section 1.401(a)(9)-1 of the
proposed regulations shall apply.


 


49

















 


ARTICLE VIII



TERMINATION OF PLAN


 


The Employer
reserves the right to terminate the Plan in whole or in part at any time upon
giving written notice to all parties concerned. The Pension Benefit Guaranty
Corporation may also terminate the Plan according to the procedures under
Section 4042 of ERISA.


 


An Employee
who is included in the group of Employees deemed to be affected by complete or
partial termination of the Plan shall be fully (100%) vested in his Accrued
Benefit as of the date of such complete or partial termination. Upon complete
termination of the Plan, no further Employees shall become Participants, and no
further Contributions shall be made except as required by any governmental
agency to which the Plan’s termination is subject.


 


A Participant’s
recourse towards satisfaction of his right to his nonforfeitable Accrued Benefit
will be limited to the Plan assets and the Pension Benefit Guaranty
Corporation, allocated and applied as described in the following paragraph.


 


The assets of
the Plan that are available to provide benefits shall be allocated and applied
as of the effective date of termination of the Plan according to the
classifications and order of precedence provided under Title IV of ERISA and
under any rules, regulations, interpretations or opinions implementing said
Title IV.


 


No part of the
Plan assets shall be paid to the Employer at any time, except that, after the
satisfaction of all liabilities under the Plan, any assets remaining shall be
paid to the Employer. No payment shall be made to the Employer if it would
contravene any provision of law.


 


50

















 


ARTICLE IX



ADMINISTRATION OF PLAN


 


SECTION 9.01—ADMINISTRATION.


 


Subject to the
provisions of this article, the Plan Administrator has complete control of the
administration of the Plan. The Plan Administrator has all the powers necessary
for it to properly carry out its administrative duties. Not in limitation, but
in amplification of the foregoing, the Plan Administrator has the power to
construe the Plan, including ambiguous provisions, and to determine all questions
that may arise under the Plan, including all questions relating to the
eligibility of Employees to participate in the Plan and the amount of benefit
to which any Participant, Beneficiary, spouse or Contingent Annuitant may
become entitled. The Plan Administrator’s decisions upon all matters within the
scope of its authority shall be final.


 


Unless
otherwise set out in the Plan or Annuity Contract, the Plan Administrator may
delegate recordkeeping and other duties which are necessary for the
administration of the Plan to any person or firm which agrees to accept such
duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.


 


The Plan
Administrator shall receive all claims for benefits by Participants, former
Participants, Beneficiaries, spouses, and Contingent Annuitants. The Plan
Administrator shall determine all facts necessary to establish the right of any
Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be
followed by Claimants in filing claims for benefits, in furnishing and
verifying proofs necessary to determine age, and in any other matters required
to administer the Plan.


 


SECTION 9.02—EXPENSES.


 


Expenses of
the Plan may be paid out of the assets of the Plan provided that such payment is
consistent with ERISA. Such expenses include, but are not limited to, expenses
for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Annuity Contract; expenses
for investment education service; and direct costs that the Employer incurs
with respect to the Plan.


 


SECTION 9.03—RECORDS.


 


All acts and
determinations of the Plan Administrator may be duly recorded. All these
records, together with other documents necessary for the administration of the
Plan, shall be preserved in the Plan Administrator’s custody or at its
direction.


 


Writing
(handwriting, typing, printing), Photostatting, photographing, microfilming,
magnetic impulse, mechanical or electrical recording or other forms of data
compilation shall be acceptable means of keeping records.


 


SECTION 9.04—INFORMATION AVAILABLE.


 


Any
Participant in the Plan or any Beneficiary may examine copies of the Plan
description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established
or is operated. The Plan Administrator shall maintain all of the items listed
in this section in its office, or in such other place or places as it may
designate in order to comply with governmental regulations. These items may be
examined during reasonable business hours. Upon the written request of a
Participant or Beneficiary receiving benefits under the Plan, the Plan
Administrator will


 


51

















 


furnish him
with a copy of any of these items. The Plan Administrator may make a reasonable
charge to the requesting person for the copy.


 


SECTION 9.05—CLAIM AND APPEAL
PROCEDURES.


 


A Claimant
must submit any required forms and pertinent information when making a claim
for benefits under the Plan.


 


If a claim for
benefits under the Plan is denied, the Plan Administrator shall provide
adequate written notice to the Claimant whose claim for benefits under the Plan
has been denied. Normally, the notice will be furnished within 90 days of the
date that the claim is received by the Plan Administrator. The Claimant shall
be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator’s decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.


 


The Plan
Administrator’s notice to the Claimant shall specify the reason for the denial;
specify references to pertinent Plan provisions on which denial is based;
describe any additional material and information needed for the Claimant to
perfect his claim for benefits; explain why the material and information is
needed; inform the Claimant that any appeal he wishes to make must be in
writing to the Plan Administrator within 60 days after receipt of the Plan
Administrator’s notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator’s
determination of such denial final, binding and conclusive.


 


If the
Claimant appeals to the Plan Administrator, the Claimant, or his authorized
representative, may submit in writing whatever issues and comments the
Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for review, unless special circumstances
(such as a hearing) would make rendering a decision within the 60-day limit
unfeasible. The Claimant must be notified within the 60-day limit if an
extension is necessary. The Plan Administrator shall render a decision on a
claim for benefits no later than 120 days after the request for review is
received.


 


SECTION 9.06—DELEGATION OF AUTHORITY.


 


All or any
part of the administrative duties and responsibilities under this article may
be delegated by the Plan Administrator to a retirement committee. The duties
and responsibilities of the retirement committee shall be set out in a separate
written agreement.


 


SECTION 9.07—EXERCISE OF DISCRETIONARY
AUTHORITY.


 


The Employer,
Plan Administrator and any other person or entity who has authority with
respect to the management, administration or investment of the Plan may
exercise that authority in its full discretion, subject only to the duties
imposed under ERISA. This discretionary authority includes, but is not limited
to, the authority to make any and all factual determinations and interpret all
terms and provisions of the Plan documents relevant to the issue under
consideration. The exercise of authority will be binding upon all persons; will
be given deference in all courts of law to the greatest extent allowed under
law; and will not be overturned or set aside by any court of law unless found
to be arbitrary and capricious or made in bad faith.


 


52

















 


ARTICLE X



GENERAL PROVISIONS


 


SECTION 10.01—AMENDMENTS.


 


The Employer
may amend this Plan at any time, including any remedial retroactive changes
(within the time specified by Internal Revenue Service regulations) to comply
with any law or regulation issued by any governmental agency to which the Plan
is subject. An amendment (including a change in the actuarial basis for
determining optional or early retirement benefits) may not diminish or
adversely affect any accrued interest or benefit of Participants or their
Beneficiaries nor allow reversion or diversion of Plan assets to the Employer
at any time, except as may be required to comply with any law or regulation
issued by any governmental agency to which the Plan is subject. However, a
Participant’s Accrued Benefit may be reduced to the extent permitted under Code
Section 412(c)(8). For purposes of this paragraph, a plan amendment which has
the effect of (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (2) eliminating an optional form of benefit with
respect to benefits attributable to service before the amendment shall be
treated as reducing accrued benefits. In the case of a retirement-type subsidy,
the preceding sentence shall apply only with respect to a Participant who
satisfies (either before or after the amendment) the preamendment conditions
for the subsidy. In general, a retirement-type subsidy is a subsidy that
continues after retirement, but does not include a qualified disability
benefit, a medical benefit, a social security supplement, a death benefit
(including life insurance), or a plant shutdown benefit (that does not continue
after retirement age). Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee’s right to his
employer-derived Accrued Benefit shall not be less than the percentage computed
under the Plan without regard to such amendment.


 


If the Annuity
Contract is amended to change the actuarial basis used to determine benefits
payable under the Plan and the amendment is subject to the contractholder’s
discretion, any benefit payable on or after the effective date of such
amendment which is attributable to a Participant’s Accrued Benefit as of such
effective date, shall not be less than the amount of benefit the Participant
would have received if the actuarial basis had not been changed.


 


No amendment
to the Plan shall be effective to eliminate or restrict an optional form of
benefit with respect to benefits attributable to service before the amendment
except as provided in the MERGERS AND DIRECT TRANSFERS SECTION of this article.


 


An amendment
shall not decrease a Participant’s vested interest in the Plan. If
an amendment to the Plan, or a deemed amendment in the case of a change in
top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant’s Accrued Benefit attributable
to Employer Contributions which is nonforfeitable (whether directly or
indirectly), each Participant or former Participant


 


(a)                                 who has completed at least three
Years of Service on the date the election period described below ends (5 Years
of Service if the Participant does not have at least 1 Hour-of-Service in a
Plan Year beginning after December 31, 1988) and


 


(b)                                 whose nonforfeitable percentage
will be determined on any date after the date of the change 


 


may elect, during the election period, to have the
nonforfeitable percentage of his Accrued Benefit that results from Employer
Contributions determined without regard to the amendment. This election may not
be revoked. If after the Plan is changed, the Participant’s nonforfeitable
percentage will at all times be as great as it would have been if the change
had not been made, no election needs to be provided. The election period shall
begin no later than the date the Plan amendment is adopted, or deemed adopted
in


 


53

















 


the case of a change in the top-heavy status of the
Plan, and end no earlier than the 60th day after the latest of the date the
amendment is adopted (deemed adopted) or becomes effective, or the date the
Participant is issued written notice of the amendment (deemed amendment) by the
Employer or the Plan Administrator.


 


SECTION 10.02—DIRECT ROLLOVERS.


 


This section
applies to distributions made on or after January 1, 1993. Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a Distributee’s
election under this section, a Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid in a Direct Rollover directly to an Eligible
Retirement Plan specified by the Distributee.


 


SECTION 10.03—MERGERS AND DIRECT
TRANSFERS.


 


The Plan may
not be merged or consolidated with, nor have its assets or liabilities
transferred to, any other retirement plan, unless each Participant in the plan
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
the Participant would have been entitled to receive immediately before the
merger, consolidation or transfer (if this Plan had then terminated). The
Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement.


 


The Plan may
accept a direct transfer of plan assets on behalf of an Eligible Employee. If
the Eligible Employee is not an Active Participant when the transfer is made,
the Eligible Employee shall be deemed to be an Active Participant only for the
purpose of investment and distribution of the transferred assets. He may not
accrue benefits until the time he meets all of the requirements to become an
Active Participant. If he terminates employment prior to becoming an Active
Participant, his transferred assets may be distributed to him as if they were
employer-derived accrued benefits.


 


Unless a
transfer of assets to the Plan is an elective transfer, the Plan shall apply
the optional forms of benefit protections described in the AMENDMENTS SECTION
of this article to all transferred assets. A transfer is elective if: (1) the
transfer is voluntary, under a fully informed election by the Participant; (2)
the Participant has an alternative that retains his Code Section 411(d)(6)
protected benefits (including an option to leave his benefit in the transferor
plan, if that plan is not terminating); (3) if the transferor plan is subject to
Code Sections 401(a)(11) and 417, the transfer satisfies the applicable spousal
consent requirements of the Code; (4) the notice requirements under Code
Section 417, requiring a written explanation with respect to an election not to
receive benefits in the form of a qualified joint and survivor annuity, are met
with respect to the Participant and spousal transfer election; (5) the
Participant has a right to immediate distribution from the transferor plan
under provisions in the plan not inconsistent with Code Section 401(a); (6) the
transferred benefit is equal to the Participant’s entire nonforfeitable accrued
benefit under the transferor plan, calculated to be at least the greater of the
single sum distribution provided by the transferor plan (if any) or the present
value of the Participant’s accrued benefit under the transferor plan payable at
the plan’s normal retirement age and calculated using an interest rate subject
to the restrictions of Code Section 417(e) and subject to the overall
limitations of Code Section 415; (7) the Participant has a 100% nonforfeitable
interest in the transferred benefit; and (8) the transfer otherwise satisfies
applicable Treasury regulations.


 


A Participant’s
protected benefits may be eliminated upon transfer between qualified defined
benefit plans if the conditions in Q&A 3(b)(1) in section 1.411(d)-4 of the
regulations are met. The transfer must meet all of the other applicable
qualification requirements.


 


A Participant’s
protected benefits may be eliminated upon transfer between qualified plans
(both defined benefit and defined contribution} if the conditions in Q&A
3(c)(1) in section 1.411(d)-4 of the


 


54

















 


regulations
are met. Beginning January 1, 2002, if the Participant is eligible to receive
an immediate distribution of his entire nonforfeitable accrued benefit in a
single sum distribution that would consist entirely of an eligible rollover
distribution under Code Section 401(a)(31), such transfer will be accomplished
as a direct rollover under Code Section 401(a)(31). The rules applicable to
distributions under the Plan would apply to the transfer, but the transfer
would not be treated as a distribution for purposes of the minimum distribution
requirements of Code Section 401(a)(9).


 


SECTION 10.04—PROVISIONS RELATING TO
THE INSURER.


 


The
obligations of an Insurer shall be governed solely by the provisions of the
Annuity Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Annuity Contract. Each Annuity
Contract when purchased shall comply with the Plan. See the CONSTRUCTION
SECTION of this article.


 


The Insurer is
not a party to the Plan, nor bound in any way by the Plan provisions. It shall
not be required to look to the terms of this Plan, nor to determine whether the
Employer, the Plan Administrator, or the Named Fiduciary have the authority to
act in any particular manner or to make any contract or agreement.


 


Until notice
of any amendment or termination of this Plan has been received by the Insurer
at its home office, the Insurer is and shall be fully protected in assuming
that the Plan has not been amended or terminated according to the latest
information which it has received at its home office.


 


SECTION 10.05—EMPLOYMENT STATUS.


 


Nothing
contained in this Plan gives an Employee the right to be retained in the
Employer’s employ or to interfere with the Employer’s right to discharge any
Employee.


 


SECTION 10.06—RIGHTS TO PLAN ASSETS.


 


An Employee
shall not have any right to or interest in any assets of the Plan upon
termination of his employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.


 


Any final
payment or distribution to a Participant or his legal representative or to any
Beneficiaries, spouse or Contingent Annuitant of such Participant under the
Plan provisions shall be in full satisfaction of all claims against the Plan,
the Named Fiduciary, the Plan Administrator, the Insurer, and the Employer
arising under or by virtue of the Plan.


 


SECTION 10.07—BENEFICIARY.


 


Each
Participant may name a Beneficiary to receive any death benefit (other than any
income payable to a Contingent Annuitant) that may arise out of his
participation in the Plan. The Participant may change his Beneficiary from time
to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before the Participant’s Retirement Date, the
Beneficiary of a Participant who has a spouse who is entitled to a Qualified
Preretirement Survivor Annuity shall be the Participant’s spouse. The
Participant’s Beneficiary designation and any change of Beneficiary shall be
subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It
is the responsibility of the Participant to give written notice to the Insurer
of the name of the Beneficiary on a form furnished for that purpose.


 


With the
Employer’s consent, the Plan Administrator may maintain records of Beneficiary
designations for Participants before their Retirement Dates. In that event, the
written designations made by Participants shall be filed with the Plan
Administrator. If a Participant dies before his Retirement Date,


 


55

















 


the Plan
Administrator shall certify to the Insurer the Beneficiary designation on its
records for the Participant.


 


If there is no
Beneficiary named or surviving when a Participant dies, the Participant’s
Beneficiary shall be the Participant’s surviving spouse or where there is no
surviving spouse, the executor or administrator of the Participant’s
estate.


 


SECTION 10.08—NONALIENATION OF
BENEFITS.


 


Benefits
payable under the Plan are not subject to the claims of any creditor of any
Participant, Beneficiary, spouse or Contingent Annuitant. A Participant,
Beneficiary, spouse or Contingent Annuitant does not have any rights to
alienate, anticipate, commute, pledge, encumber or assign any of such benefits.
The preceding sentences shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant
according to a domestic relations order, unless such order is determined by the
Plan Administrator to be a qualified domestic relations order, as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985. An order may permit a distribution to the alternate payee prior to the
time the Participant has attained his earliest retirement age as referred to in
Code Section 414(p) only if the Present Value of the alternate payee’s benefit
is less than $5,000 or such larger amount as referred to in Section 10.11. The
preceding sentences shall not apply to any offset of a Participant’s benefits
provided under the Plan against an amount the Participant is required to pay
the Plan with respect to a judgment, order, or decree issued, or a settlement
entered into, on or after August 6, 1997, which meets the requirements of Code
Sections 401(a)(13)(C) or (D).


 


SECTION 10.09—CONSTRUCTION.


 


The validity
of the Plan or any  of
its provisions is determined under and construed according to Federal law and,
to the extent permissible, according to the laws of the state in which the
Employer has its principal office. In case any provision of this Plan is held
illegal or invalid for any reason, such determination shall not affect the
remaining provisions of this Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provision had never been included.


 


In the event
of any conflict between the provisions of the Plan and the terms of any
contract or policy issued hereunder, the provisions of the Plan control the
operation and administration of the Plan.


 


SECTION 10.10—LEGAL ACTIONS.


 


No person employed
by the Employer, no Participant, former Participant or their Beneficiaries or
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.


 


SECTION 10.11—SMALL AMOUNTS.


 


If consent of
the Participant is not required for a benefit which is immediately
distributable in the ELECTION PROCEDURES SECTION of Article VI, the Present
Value of the Participant’s entire Vested Accrued Benefit shall be paid in a
single sum as of the earliest of his Retirement Date, the date he dies, or the
date he ceases to be an Employee for any other reason (the date we provide notice
to the record keeper of the Plan of such event, if later). For purposes of this
section, if the Present Value of the Participant’s Vested Accrued Benefit is
zero, the Participant shall be deemed to have received a distribution under the
first sentence of this paragraph but for the fact that the Participant’s
consent was needed to distribute a benefit which is immediately distributable.
If at a later time consent would not be needed to distribute a benefit which is
immediately distributable and such Participant has not again become an
Employee, such Vested Accrued Benefit shall be paid in a single sum. This is a
small amounts payment. Such small amounts payment shall result in all of a
Participant’s Accrued Benefit being


 


56

















 


disregarded
and is in full settlement of all benefits otherwise payable. See the DISREGARD
OF ACCRUED BENEFIT SECTION of  Article
IV.


 


If consent of
the Participant is not required for a benefit which is immediately
distributable in the ELECTION PROCEDURES SECTION of  Article VI, the Present Value of
the Qualified Preretirement Survivor Annuity death benefit derived from the
Participant’s Accrued Benefit shall be paid in a single sum as of the date the
Participant dies. This is a small amounts payment. Such small amounts payment
shall be made to the Participant’s spouse. Such small amounts payment is in
full settlement of the death benefit otherwise payable.


 


No other small
amounts payments shall be made.


 


SECTION 10.12—WORD USAGE.


 


The masculine
gender, where used in this Plan, shall include the feminine gender and the
singular words, as used in this Plan, may include the plural, unless the
context indicates otherwise.


 


The words “in  writing” and “written”, where used in this
Plan, shall include any other forms, such as voice response or other electronic
system, as permitted by any governmental agency to which the Plan is subject.


 


SECTION 10.13—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 section 414(u) of the Internal Revenue Code.


 


57

















 


ARTICLE XI



TOP-HEAVY PLAN REQUIREMENTS


 


SECTION 11.01—APPLICATION.


 


The provisions
of this article shall supersede all other provisions in the Plan to the
contrary.


 


For the
purpose of applying the Top-heavy Plan requirements of this article, all
members of the Controlled Group shall be treated as one Employer. The term
Employer as used in this article shall be deemed to include all members of the
Controlled Group unless the term as used clearly indicates only the Employer is
meant.


 


The accrued
benefit or account of a participant which results from deductible voluntary
contributions shall not be included for any purpose under this article.


 


The minimum
vesting and benefit provisions of the MODIFICATION OF VESTING REQUIREMENTS and MODIFICATION OF
ACCRUED BENEFIT SECTIONS of this article shall not apply to any Employee who is
included in a group of Employees covered by a collective bargaining agreement
which the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers, including the
Employer, if there is evidence that retirement benefits were the subject of
good faith bargaining between such representatives. For this purpose, the term “employee
representatives” does not include any organization more than half of whose
members are employees who are owners, officers, or executives.


 


SECTION 11.02—DEFINITIONS.


 


For purposes
of this article, the following terms are defined:


 


Accrued Benefit means,
as of any determination date, a participant’s accrued benefit (including that
benefit, if any, derived from required participant contributions) under one of
the Employer’s retirement plans on the latest valuation date. The Accrued
Benefit of any Employee (other than a Key Employee) shall be determined under
the method which is used for accrual purposes for all plans of the Employer or
if there is no one method which is used for all plans of the Employer, as if
such benefit accrued not more rapidly than the slowest accrual rate permitted
under Code Section 411(b)(1)(C).


 


Aggregation Group
means


 


(a)                                 each of the Employer’s
retirement plans in which a Key Employee is a participant during the Plan Year
containing the Determination Date (regardless of whether the plans have
terminated) or one of the four preceding Plan Years,


 


(b)                                 each of the Employer’s other
retirement plans which allows the plan(s) described in (a) above to meet
the nondiscrimination requirement of Code Section 401(a)(4) or the minimum
coverage requirement of Code Section 410, and


 


(c)                                  any of the Employer’s other
retirement plans not included in (a) or (b) above which the Employer desires to
include as part of the Aggregation Group. Such a retirement plan shall be
included only if the Aggregation Group would continue to satisfy the
requirements of Code Section 401(a)(4) and Code Section 410.


 


The plans in (a) and (b) above constitute the “required”
Aggregation Group. The plans in (a), (b) and (c) above constitute the “permissive”
Aggregation Group.


 


58

















 


Compensation means
compensation as defined in the BENEFIT LIMITATION SECTION of Article IV. For
purposes of determining who is a Key Employee in years beginning before January 1,
1998, Compensation shall include, in addition to compensation as defined in the
BENEFIT LIMITATION SECTION of Article IV, elective contributions. Elective
contributions are amounts excludible from the gross income of the Employee
under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), and contributed by
the Employer, at the Employee’s election, to a Code Section 401(k) arrangement,
a simplified employee pension, cafeteria plan or tax-sheltered annuity.
Elective contributions also include amounts deferred under a Code Section 457
plan maintained by the Employer.


 


Compensation Average means the average of a Participant’s monthly Compensation
(as defined in this section) for those five consecutive years (actual number of
years in which he received Compensation, if fewer than five) which give the
highest average.


 


In determining such consecutive years, a year which
ends in a Plan Year beginning before January 1, 1984, shall not be taken into
account. A year shall not be taken into account if it is not a top-heavy year.
A year for which an Employee fails to be credited with a year of Vesting
Service shall not be taken into account. Such a year shall be disregarded in
determining whether or not the years used for the Employee’s
Compensation Average are consecutive.


 


Determination Date means as to
any plan, for any Plan Year subsequent to the first Plan Year, the last day of
the preceding Plan Year. For the first Plan Year of the Plan, it means the last
day of that year.


 


Key  Employee means any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination period
was


 


(a)                                 an officer of the Employer if
such individual’s annual Compensation exceeds 50 percent of the dollar
limitation under Code Section 415(b)(1)(A);


 


(b)                                 an owner (or considered an owner
under Code Section 318) of one of the ten largest interests in the Employer if
such individual’s annual Compensation exceeds 100 percent of the dollar
limitation under Code Section 415(c)(1)(A);


 


(c)                                  a 5-percent owner of the
Employer; or


 


(d)                                 a 1-percent owner of the
Employer who has annual Compensation of more than $150,000.


 


The determination period is the Plan Year containing
the Determination Date and the four preceding Plan Years.


 


The determination of who is a Key Employee shall be
made according to Code Section 416(i)(1) and the regulations thereunder.


 


Non-key Employee means
any Employee who is not a Key Employee.


 


Present Value means the present value of a participant’s Accrued
Benefit under a defined benefit plan. For purposes of establishing Present
Value to compute the Top-heavy Ratio, any benefit shall be discounted only for
7.5% interest and mortality according to the 1971 Group Annuity Table (Male)
without the 7% margin but with projection by Scale E from 1971 to the later of
(a) 1974, or (b) the year determined by adding the age to 1920, and wherein for
females the male age six years younger is used.


 


59

















 


Top-heavy Plan means a plan which is a top-heavy plan for any Plan
Year beginning after December 31, 1983. This Plan shall be top-heavy if any of
the following conditions exist:


 


(a)                                 If the Top-heavy Ratio for this
Plan exceeds 60 percent and this Plan is not part of any required Aggregation
Group or permissive Aggregation Group.


 


(b)                                 If this Plan is a part of a
required Aggregation Group, but not part of a permissive Aggregation Group, and
the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.


 


(c)                                  If this Plan is a part of a
required Aggregation Group and part of a permissive Aggregation Group and the
Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.


 


Top-heavy Ratio means


 


(a)                                 If the Employer maintains one or
more defined benefit plans and the Employer has not maintained any defined
contribution plan (including any simplified employee pension plan) which during
the five-year period ending on the determination date has or has had account
balances, the Top-heavy Ratio for this Plan alone or for the required or
permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of the Present Values of the Accrued Benefits of all Key
Employees as of the Determination Date(s) (including any Accrued Benefits
distributed in the five-year period ending on the Determination Date(s)), and
the denominator of which is the sum of all Present Values of Accrued Benefits
(including any Accrued Benefits distributed in the five-year period ending on
the Distribution Date(s)), both computed in accordance with Code Section 416
and the regulations thereunder. Both the numerator and denominator of the
Top-heavy Ratio are increased 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 the regulations thereunder.


 


(b)                                 If the Employer maintains one or
more defined benefit plans and the Employer maintains or has maintained one or
more defined contribution plans (including any simplified employee pension
plan) which during the five-year period ending on the determination dates has
or has had account balances, the Top-heavy Ratio for any required or permissive
Aggregation Group as appropriate is a fraction, the numerator of which is the
sum of the account balances under the aggregated defined contribution plan or
plans of all Key Employees determined in accordance with (a) above, and
the Present Value of Accrued Benefits under the aggregated defined benefit plan
or plans for all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all participants, determined in
accordance with (a) above, and the Present Value of Accrued Benefits under the
defined benefit plan or plans for all participants as of the Determination
Date(s), all determined in accordance with Code Section 416 and the regulations
thereunder. The Accrued Benefits under a defined benefit plan in both the
numerator and the denominator of the Top-heavy Ratio are increased for any
distribution of an Accrued Benefit made in the five-year period ending on the
determination Date.


 


(c)                                  For purposes of (a) and (b)
above, the value of account balances and the Present Value of Accrued Benefits
will be determined as of the most recent valuation date that falls within or
ends with the 12-month period ending on the determination date, except as
provided in Code Section 416 and the regulations thereunder for the first and
second plan years of a defined benefit plan. The account balances and Accrued
Benefits of a participant (1) who is not a Key Employee but who was a Key
Employee in a prior year or (2) who has not been credited with at least an
Hour-of-Service with any employer maintaining the plan at any time during the
five-year period ending on the Determination


 


60

















 


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 in
accordance with Code Section 416 and the regulations thereunder. Deductible
participant contributions will riot be taken into account for purposes of
computing the Top-heavy Ratio. When aggregating plans, the value of account
balances and Accrued Benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.


 


The Accrued
Benefit of a participant other than a Key Employee shall be determined under
(1) the method, if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer, or (2) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Code Section 411(b}l1)(C).


 


Account, as
used in this definition, means the value of an employee’s account under one of
the Employer’s retirement plans on the latest Valuation Date. In the case of a
money purchase plan or target benefit plan, such value shall be adjusted to
include any contributions made for or by the Employee after the Valuation Date
and on or before such Determination Date or due to be made as of such
Determination Date but not yet forwarded to the Insurer or Trustee. In the case
of a profit sharing plan, such value shall be adjusted to include any
contributions made for or by the Employee after the Valuation Date and on or
before such Determination Date. During the first Plan Year of any profit
sharing plan, such adjustment in value shall include contributions made after
such Determination Date that are allocated as of a date in such Plan Year. The
nondeductible voluntary contributions which an Employee makes under a defined
benefit plan of the Employer shall be treated as if they were contributions
under a separate defined contribution plan.


 


Valuation Date means, as to this Plan, the valuation date used for
computing plan costs for minimum funding purposes, regardless of whether or not
a valuation is actually performed for a given year. This is the date as of
which account balances or Accrued Benefits are valued for purposes of the
Top-heavy Ratio.


 


SECTION 11.03—MODIFICATION OF VESTING
REQUIREMENTS.


 


If a
Participant’s Vesting Percentage determined under Article I is not as great as
his Vesting Percentage would be if it were determined under a schedule
permitted in Code Section 416, the following shall apply. During any Plan Year
in which the Plan is a Top-heavy Plan, the Participant’s Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article I or
the schedule below.


 




	
  VESTING SERVICE

  (whole years)

  	
   

  	
  NONFORFEITABLE

  PERCENTAGE

  
	
   

  	
   

  	
   

  
	
  Less than 2

  	
   

  	
   

  	
  0

  
	
  2

  	
   

  	
   

  	
  20

  
	
  3

  	
   

  	
   

  	
  40

  
	
  4

  	
   

  	
   

  	
  60

  
	
  5 or more

  	
   

  	
   

  	
  100

  






 


The schedule
above shall not apply to Participants who are not credited with an
Hour-of-Service after the Plan first becomes a Top-heavy Plan. The Vesting
Percentage determined above applies to the portion of the Participant’s Accrued
Benefit which is multiplied by a Vesting Percentage to determine his Vested
Accrued Benefit including benefits accrued before the effective date of Code
Section 416 and benefits accrued before this Plan became a Top-heavy Plan.


 


61

















 


If, in a later
Plan Year, this Plan is not a Top-heavy Plan, a Participant’s Vesting
Percentage shall be determined under Article I. A Participant’s Vesting
Percentage determined under either Article I or the schedule above shall never
be reduced and the election procedures of the AMENDMENTS SECTION of Article X
shall apply when changing to or from the schedule as though the automatic
change were the result of an amendment.


 


The part of
the Participant’s Vested Accrued Benefit resulting from the minimum accrued
benefit pursuant to the MODIFICATION OF ACCRUED BENEFIT SECTION of this article
(to the extent required to be nonforfeitable under code Section 416(b)) may not
be forfeited under Code Section 411(a)(3)(B) or 411(a)(3)(D).


 


SECTION 11.04—MODIFICATION OF ACCRUED
BENEFIT.


 


During any
Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a
minimum contribution as of the last day of the Plan Year for each Non-key
Employee who is an Employee on the last day of the Plan Year and who was an
Active Participant at any time during the Plan Year. A Non-key Employee is not
required to have a minimum number of Hours-of-Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who fails
to be an Active Participant merely because his Compensation is less than a
stated amount or merely because of a failure to make mandatory participant
contributions or because he is not employed on the last day of the Accrual
Computation Period, shall be treated as if he were an Active Participant. The
minimum is the lesser of (a) or (b) below:


 


(a)                                 The lesser of (1) or (2) below:


 


(1)                                 2 percent of his Compensation
Average multiplied by his Accrual Service, excluding any year of such service
which ends in a Plan Year beginning before January 1, 1984, or a year of
service beginning in a Plan Year in which this Plan is not a Top-heavy Plan.
For purposes of this paragraph, if Hours-of-Service are used to determine
Accrual Service, (A) not more than 1,000 Hours-of-Service shall be required to
earn a year of Accrual Service, (B) Accrual Service shall be taken into account
for any accrual computation period all or part of which occurs within a Plan
Year when this Plan is a Top-heavy Plan, and (C) no fractional parts of a year
of Accrual Service shall be taken into account.


 


(2)                                 20 percent of his Compensation
Average. 


 


For
purposes of (1) and (2) above, Compensation shall be limited by Code Section
401(a)(17).


 


(b)                                 Such person’s Accrued Benefit
on, or adjusted to a straight life basis, provided by Employer Contributions as
of the last day of such Plan Year, without regard to the adjustment for prior
distributions.


 


If the Normal Form is other than a straight life
annuity, the minimum amount of Accrued Benefit determined above shall be
adjusted to the Normal Form Actuarial Equivalent. Such Actuarial Equivalent
shall be determined as of the earliest Normal Retirement Age permitted under
this Plan for any Participant.


 


If, as of the
last day of any Plan Year in which the Plan is a Top-heavy Plan, such person’s
Accrued Benefit provided by Employer Contributions under all the defined
benefit plans of the Employer is at least equal to the amount of his minimum
determined above, the requirements of this section are satisfied, and no
additional amount of accrued benefit shall be required.


 


If a person
who is otherwise entitled to the minimum accrued benefit above is also covered
under one or more defined contribution plans of the Employer which are
Top-heavy Plans during that same Plan Year, the minimum benefits for him shall
be provided under this Plan.


 


62

















 


For purposes
of this section, any employer contribution made according to a salary reduction
or similar arrangement and employer contributions which are matching
contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.


 


The requirements
of this section shall be met without regard to any Social Security contribution
or because the Non-key Employee would have received a lesser accrual because
the Plan is integrated with Social Security.


 


SECTION 11.05—MODIFICATION OF BENEFIT
LIMITATION.


 


This section
shall cease to apply effective as of the first Limitation Year beginning on or
after January 1, 2000.


 


If the
provisions of subparagraph (e) of the BENEFIT LIMITATION SECTION of Article IV
are applicable for any Limitation Year during which this Plan is a Top-heavy
Plan, the benefit limitations shall be modified.  The definitions of Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction in the BENEFIT LIMITATION
SECTION of Article IV shall be modified by substituting “100 percent” in lieu
of “125 percent.” The optional denominator for determining the Defined
Contribution Plan Fraction shall be modified by substituting “$41,500” in lieu
of “$51,875.” In addition, an adjustment shall be made to the numerator of the
Defined Contribution Plan Fraction. The adjustment is a reduction of that
numerator similar to the modification of the Defined Contribution Plan Fraction
described in the BENEFIT LIMITATION SECTION of Article IV, and shall be made
with respect to the last Plan Year beginning before January 1, 1984.


 


The
modifications in the paragraph above shall not apply with respect to a
Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under any of the Employer’s
defined contribution plans and benefits do not accrue for such Participant
under this or any of the Employer’s other defined benefit plan(s), until the
sum of his Defined Contribution and Defined Benefit Plan Fractions is less than
1.0.


 


The modification
of the benefit limitation shall not apply if both of the following requirements
are met:


 


(a)                                 This Plan would not be a
Top-heavy Plan if “90 percent” were substituted for “60 percent” in the
definition of Top-heavy Plan.


 


(b)                                 A Non-key Employee who is
covered only under a defined benefit plan of the Employer, accrues a minimum
benefit equal to the amount described in the MODIFICATION OF ACCRUED BENEFIT
SECTION of this article if the otherwise applicable percentage in (a)(1) was
increased to 3 percent and the otherwise applicable percentage in (a)(2) was
increased to 30 percent.


 


The account of
a Non-key Employee who is covered only under one or more defined contribution
plans of the Employer, is credited with a minimum employer contribution or
allocation under such plan(s) equal to 4 percent of the person’s Compensation
for each Plan Year in which the plan is a Top-heavy Plan.


 


If a Non-key
Employee is covered under both defined contribution and defined benefit plans
of the Employer, (1) a minimum accrued benefit for such person equal to the
amount determined above for a person who is covered only under a defined
benefit plan is accrued in the defined benefit plan(s) or (2) a minimum
contribution or allocation equal to 7.5 percent of the person’s Compensation
for a Plan Year in which the plans are Top-heavy Plans will be credited to his
account under the defined contribution plans.


 


63

















 


By executing
this Plan, the Primary Employer acknowledges having counseled to the extent
necessary with selected legal and tax advisors regarding the Plan’s legal and
tax implications.


 


Executed this 26th
day of December, 2001.


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Vice President of Human Resources

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Defined Benefit Plan 8.0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Adopting Employer must
  agree to participate in or adopt the Plan in writing. If this has not already
  been done, it may be done by signing below.

  
	
   

  	
   

  
	
   

  	
  NATIONAL CINEMA NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  December 26, 2001

  	
   

  
	
   

  	
  Date

  	
   

  
								



 


64

















 


AMENDMENT NO. 1



DEFINED BENEFIT RETIREMENT INCOME PLAN

FOR CERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.


 


The Plan named above
gives the Employer the
right to amend it at any time.
According to that right, the Plan is amended effective April 1, 2002, as
follows:


 


By adding the following to the INTRODUCTION,
immediately following the second paragraph:


 


GC Companies, Inc. (“GCC”) previously established the
GC Companies, Inc. Retirement Plan (“GCC Plan”) on December 16, 1993.


 


The Primary Employer is of the opinion that the GCC
Plan should be merged Into the Defined Benefit Retirement Income Plan for
Certain Employees of American Multi-Cinema, Inc. Plan. Effective April 15,
2002, the plans are merged and this document is in lieu of the prior documents
for the GCC Plan.


 


By adding the following to the definition of Accrual Service in the DEFINITIONS SECTION of Article
I, immediately following the “Service
excluded” modification:


 


Service before April 1, 2002, and after December 31,
2001:


 


Service before April 1, 2002, and after December 31,
2001, shall be included for an Employee
who was a former employee of GC Companies, Inc. in accordance with the following:


 


(1)                                 For such Employee whose Entry Date under the Plan is April 1, 2002, as
specified in the ACTIVE PARTICIPANT SECTION of Article II, in determining Hours-of-Service for the Accrual Computation Period ending December 31,
2002, hours of service credited with
GC Companies, Inc. from January
1, 2002, through March 31, 2002, shall be included as Hours-of-Service with the Employer.


 


For such Employee
who is credited with
1,000 Hours-of-Service for the
Accrual Computation Period ending December 31, 2002, he shall be credited with
three-fourths (3/4) of a year of Accrual Service for such period.


 


By adding the following as the second paragraph of the
definition of Compensation in the DEFINITIONS SECTION of Article
I:


 


For an Employee who was a former employee of GC
Companies, Inc. (“GCC”) and whose Entry Date
under the Plan is April 1, 2002, as specified in the ACTIVE PARTICIPANT
SECTION of Article II, Compensation with GCC for the period January 1, 2002,
through March 31, 2002, shall be included as Compensation with the Employer.


 


By adding the following to the ACTIVE PARTICIPANT
SECTION of Article II:


 


Each Employee who
was (i) employed by GC Companies, Inc. on March 28, 2002, and (ii) who has an accrued benefit under, or who is
eligible for, the GC Companies, Inc. Retirement Plan, and (iii) who is employed
on March 29, 2002, by the Employer or
AMC-GCT, Inc. shall be an Active Participant in the Plan on April 1, 2002. This
date is his Entry Date.


 


Any other employee
or former employee of GC Companies, Inc. who does not satisfy the criteria in the
preceding paragraph shall become an Active Participant on the earliest
Semi-yearly Date


 


1

















 


on which he is an Eligible Employee and has met the eligibility requirements set forth above.
This date is his Entry Date.


 


By striking the first paragraph of the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article II and substituting
the following:


 


Each of the Controlled
Group members listed below is an Adopting Employer. Each Adopting Employer
listed below participates with the Employer in this Plan. An Adopting Employer’s
agreement to participate in this Plan shall be in writing.


 


By adding the following at the end of the ADOPTING EMPLOYERS — SINGLE PLAN SECTION of Article II:


 


ADOPTING EMPLOYERS


 


	
  NAME

  	
   

  	
  DATE OF ADOPTION

  
	
   

  	
   

  	
   

  
	
  National
  Cinema Network, Inc.

  	
   

  	
  March
  30, 1995

  
	
  AMC-GCT,
  Inc.

  	
   

  	
  April
  1, 2002

  



 


This amendment
is made an integral part of the aforesaid Plan and is controlling over
the terms of said Plan with respect to the particular items addressed expressly
herein. All other provisions of the Plan remain unchanged and controlling.


 


Unless otherwise stated on any page of this amendment,
eligibility for benefits and the amount of any benefits payable to or on behalf
of an individual who is an Inactive Participant
on the effective date(s) stated
above, shall be determined according to
the provisions of the aforesaid Plan
as in effect on the day before he became an Inactive Participant.


 


Signing this amendment, the Employer, as plan sponsor,
has made the decision to adopt this plan amendment. The Employer is acting in
reliance on its own discretion and on the legal and tax advice of its own
advisors, and not that of any member of
the Principal Financial Group or any
representative of a member company of
the Principal Financial Group.


 


Signed this       17th
day of May, 2002.


 


	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President of Human Resources

  	
   

  
	
   

  	
   

  	
  Title

  
						



 


2

















 


AMENDMENT NO. 2



DEFINED BENEFIT RETIREMENT INCOME PLAN

FOR CERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.


 


The Plan named above gives the Employer the right to
amend it at any time. According to that right, the Plan is amended effective
November 1, 2002 as follows:


 


By striking the fourth paragraph of the definition of Compensation from the DEFINITIONS SECTION of Article I and substituting the
following:


 


Notwithstanding any provision hereof to the contrary,
Compensation shall exclude reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation (other than
elective contributions). amounts realized from the exercise of a non-qualified
stock option, or from the sale, exchange or other disposition of stock acquired
under a qualified stock option, or when restricted stock (or property) held by
an employee either becomes freely transferable or no longer subject to a
substantial risk of forfeiture, and welfare benefits.


 


By striking the definition of Eligible Employee from the DEFINITIONS SECTION of Article 1 and substituting the
following:


 


Eligible Employee means
any Employee of the Employer who is not in one of the following employment
classifications:


 


An Individual included In a unit of employees covered
by an agreement the Secretary of Labor finds to be a collective bargaining
agreement between the Employer and employee representatives. If there is
evidence that retirement benefits were the subject of good faith bargaining and
provided two percent or less of the Employees who are covered pursuant to that
agreement are “professional employees” as defined in section 1.410(b)-9 of the
regulations. For this purpose, the term “employee representatives” does not
include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.


 


A nonresident alien, within the meaning of Code
Section 7701(b)(1)(B), who receives no earned income, within the meaning of Code
Section 911(d)(2), from the Employer which constitutes income from sources
within the United States, within the meaning of Code Section 861(a)(3), or who
receives such earned income but it is all exempt from income tax in the United
States under the terms of income tax convention.


 


A Leased Employee.


 


The term “Employee” also shall exclude (a) any person
who is performing services for the Employer or Adopting Employer pursuant to an
agreement, contract, or arrangement under which such person is designated or
classified as an independent contractor, consultant, or any category or
classification other than an Employee, without regard to whether any
determination by an agency, governmental or otherwise, or court concludes that
such classification or characterization was in error, and (b) any other
classification or group of employees as may be determined from time to time by
the Employer to be ineligible to participate.


 


By striking the definition of Predecessor Employer from the DEFINITIONS
SECTION of Article I and substituting the following:


 


1

















 


Predecessor Employer means
a firm of which the Employer was once a part (e.g., due to a spinoff or change
of corporate status) or a firm absorbed by the Employer because of a merger or
acquisition (stock or asset, including a division or an operation of such
company), each as determined by the Employer in its sole discretion.


 


By striking the sixth paragraph of the definition of Vesting Service from the DEFINITIONS SECTION
of Article I and substituting the following:


 


Service with a Predecessor Employer which did not
maintain this Plan is included, to the extent determined by the Employer:


 


An Employee’s service with a Predecessor Employer
which did not maintain this Plan shall be included as Vesting Service, to the
extent determined by the Employer. This service excludes service performed
while a proprietor or partner.


 


This amendment is made an integral part of the
aforesaid Plan and is controlling over the terms of said Plan with respect to
the particular items addressed expressly herein. All other provisions of the
Plan remain unchanged and controlling.


 


Unless otherwise stated on any page of this amendment,
eligibility for benefits and the amount of any benefits payable to or on behalf
of an Individual who is an Inactive Participant on the effective date(s) stated
above, shall be determined according to the provisions of the aforesaid Plan as
in effect on the day before he became an Inactive Participant.


 


Signing this amendment, the Employer, as plan sponsor,
has made the decision to adopt this plan amendment. The Employer is acting in
reliance on its own discretion and on the legal and tax advice of its own
advisors, and not that of any member of the Principal Financial Group or any
representative of a member company of the Principal Financial Group.


 


Signed this 28th day of January, 2003


 


	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SVP of Human
  Resources

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


2

















 


AMENDMENT NO. 3



DEFINED BENEFIT RETIREMENT INCOME PLAN

FOR CERTAIN EMPLOYEES
OF AMERICAN MULTI-CINEMA, INC.


 


The Plan named above gives the Employer the right to
amend it at any time. According to that right, the Plan is amended effective
January 1, 2005, as follows:


 


By striking the second paragraph of  subparagraph (a) in the OPTIONAL FORMS OF
DISTRIBUTION SECTION of Article VI
and  substituting
the following:


 


Only as to a benefit accrued prior to January 1, 2005,
the Participant may elect to receive a single-sum payment in lieu of all other
benefits under this Plan. This single-sum payment shall be equal to the Present
Value of the retirement benefit which would have been payable  to such
Participant on his Retirement Date on the Normal Form of distribution. The
Participant may also elect to have this amount segregated from the other Plan
funds and the segregated amount paid to him under a full flexibility option.
The segregated amount will remain a part of the plan, but (subject to the
benefit limitations of the BENEFIT LIMITATION SECTION of Article IV) it alone
shall share in any income earned and it alone shall bear any expense or loss it
incurs. The full flexibility option is an optional form of benefit under which the
Participant receives a distribution each calendar year, beginning with the
calendar year in which his Annuity Starting Date occurs. The Participant may
elect the amount to be distributed each year (not less than $1,000). The amount
payable in his first Distribution Calendar Year, as defined in the DEFINITIONS
SECTION of Article VII, must satisfy the minimum distribution requirements of
Article VII for such year. Distributions for later Distribution Calendar Years
must satisfy the minimum distribution requirements of Article VII for such
years. If the Participant’s Annuity Starting Date does not occur until his
second Distribution Calendar Year, the amount payable for such year must satisfy the minimum distribution
requirements of Article VII for both the first and second Distribution Calendar
Years. Any single-sum payment shall be subject to the provisions of the
TEMPORARY LIMITATION OF BENEFITS SECTION of Article IV. No benefit accrued
after December 31, 2004 shall be payable
in a single sum except as provided below.


 


On and after January 1, 2005, if the monthly benefit
payable to the Participant, that is accrued on and after such date, is $35 or
less and is not distributable in accordance with the SMALL AMOUNTS SECTION of Article
X, such Participant may elect to
receive a single-sum payment in
lieu of all
other benefits under this plan. This single-sum payment shall be equal to the
Present Value of the retirement benefit which would have been payable to such
Participant on his Retirement Date on the Normal Form of distribution. Any
single-sum payment shall be subject to the provisions of the TEMPORARY
LIMITATION OF BENEFITS SECTION of Article IV. If such Participant does not
elect to receive a single-sum payment, the Participant’s Normal Form or
optional form of retirement benefit will be paid annually, in a single payment,
each year.


 


By striking subparagraph (b) in the OPTIONAL FORMS OF DISTRIBUTION SECTION of Article VI and
substituting the following:


 


(b)                                 Death
Benefits. The optional forms of death benefit are a single-sum payment (as applicable in (a) above) and any annuity that is an optional form of retirement benefit,
or any combination thereof. However, the full flexibility option shall not be
available if the Beneficiary is not the spouse of the deceased Participant.


 


This amendment is made an integral part of the aforesaid Plan and is controlling over
the terms of said Plan with respect to the particular items addressed expressly
herein. All other provisions of the Plan remain unchanged and controlling.


 


1

















 


Unless otherwise stated on any page of this amendment,
eligibility for benefits and the amount of any benefits payable to or on behalf
of an individual who is an Inactive Participant on the effective date(s) stated
above, shall be determined
according to the provisions of the aforesaid Plan as in effect on the day
before he became an Inactive Participant.


 


Signing this amendment, the Employer, as plan sponsor,
has made the decision to adopt this plan amendment. The Employer is acting in
reliance on its own discretion and on the legal and tax advice of its own
advisors, and not that of any member of the Principal Financial Group or any representative of a member company of the Principal Financial Group.


 


Signed this 6th day of December 2004


 


	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SVP of Human
  Resources

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


2

















 


EXHIBIT B


 


AMENDMENT NO. 4



DEFINED BENEFIT RETIREMENT INCOME PLAN FOR

CERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.


 


The Plan named above gives the Employer the right to
amend it at any time. According to that right, the Plan is amended effective as of the closing of
the merger of Loews Cineplex Entertainment Corporation into the Employer (or an
affiliated entity) scheduled for January 26, 2006, as follows:


 


By adding the
following as the first modification in the definition of Eligibility Service in
the DEFINITIONS SECTION of Article I:


 


Service excluded:


 


Notwithstanding the rule below regarding service with
a Predecessor Employer, any
service at any time with Loews Cineplex Entertainment Corporation is excluded.


 


By adding the following to
the “Service excluded” modification in
the definition of Vesting Service in the DEFINITIONS SECTION of Article
I:


 


Notwithstanding the rule below regarding service with a Predecessor Employer, any service at
any time with Loews Cineplex Entertainment Corporation is excluded.


 


This amendment
is made an integral part
of the aforesaid Plan and is
controlling over the terms of said
Plan with respect to the particular items addressed expressly herein. All other provisions of the Plan
remain unchanged and controlling.


 


Unless otherwise stated on any page of this amendment,
eligibility for benefits and the amount of any benefits payable to or on behalf of an individual who is an
Inactive Participant on the effective date(s) stated above, shall be determined according to the
provisions of the aforesaid Plan as
in effect on the day before he became an Inactive Participant.


 


Signing this amendment, the Employer, as plan sponsor,
has made the decision to adopt this plan amendment. The Employer is acting in
reliance on its own discretion and on the legal and tax advice of its own advisors, and not that of any member of the Principal
Financial Group or any representative of a member company of the Principal
Financial Group.


 


Signed this 8th day of February 2006


 


 


	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SVP of Human
  Resources

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


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AMENDMENT NO. 5



DEFINED BENEFIT RETIREMENT INCOME PLAN FOR CERTAIN

EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.


 


Section 10.01
of the Defined Benefit Retirement Income Plan for Certain Employees of American
Multi-Cinema, Inc. (the “Plan”) authorizes the Employer to amend the Plan from
time to time. In furtherance of that authority. the Board of Directors of the
Employer, at its meeting on September 20, 2006, elected to “freeze” the Plan,
effective December 31, 2006 (the “Effective Date”), and to cease all further
benefit accruals under the Plan after the Effective Date.


 


This Amendment
No. 5 is to implement the foregoing action and hereby amends the Plan as follows:


 


1.                                      The
“Introduction” to the Plan is hereby amended by the addition of the following,
as the last paragraph thereof:


 


Effective December 31, 2006, the Plan is “frozen” and
no additional benefits shall accrue under the Plan thereafter. This action
shall not constitute, and shall not be deemed to be, a termination of the Plan.


 


2.                                      Under
Section 1.02 - Definitions, the definition of “Accrual Computation Period” is
hereby amended by the addition of the following as the last sentence thereof:


 


The Plan Year ending December 31, 2006 shall be the
final Accrual Computation Period taken into
account under the Plan.


 


3.                                      Under
Section 1.02 - Definitions, the definition of “Accrual Service” is hereby
amended by the addition of the following as the last sentence thereof:


 


The final year of Accrual Service shall be the 2006
Plan Year.


 


4.                                      Under
Section 1.02 - Definitions, the definition of “Accrued Benefit” is hereby
amended by the addition of the following as the last sentence thereof:


 


No Participant’s Accrued Benefit, if any, shall be
calculated as of any date after December 31, 2006.


 


5.                                      Under
Section 1.02 - Definitions, the definition of “Average Compensation” is hereby
amended by the addition of the following as the last sentence thereof:


 


The calculation of Average Compensation shall not
include any Compensation Years beginning after December 31, 2006.


 


6.                                      Under
Section 1.02 - Definitions, the definition of “Compensation” is hereby amended
by the addition of the following as the last two sentences thereof:


 


No Compensation earned after December 31, 2006 shall
be included for any purpose.  No “cost-of-living”
adjustment(s) under Code Sections 415(d) or 40I(a)(17)(B), for any period
ending after December 31, 2006, shall be taken into account for any purpose.


 


7.                                      Under
Section 1.02 - Definitions, the definition of “Compensation Year” is hereby
amended by the addition of the following as the last sentence thereof:


 


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The 12-month period ending December 31, 2006 shall be
the final Compensation Year.


 


8.                                      Under
Section 1.02 - Definitions, the definition of “Covered Compensation” is hereby
amended by the addition of the following as the last sentence thereof:


 


Notwithstanding any provision hereof to the contrary,
the 2006 Plan Year shall be the final Plan Year used in calculating Covered
Compensation.


 


9.                                      Under
Section 1.02 - Definitions, the definition of “Eligibility Computation Period”
is hereby amended by the addition of the following as the last sentence
thereof:


 


The 12-month period beginning January 1, 2006 and
ending December 31, 2006 shall be the final Eligibility Computation Period.


 


10.                               Under
Section 1.02 - Definitions, the definition of “Taxable Wage Base” is hereby
amended by the addition of the following as the last sentence thereof:


 


No Plan Year beginning after December 31, 2006 shall
be used in determining the Taxable Wage Base.


 


11.                               Under
Section 1.02 - Definitions, the definition of “Vesting Service” is hereby
amended by the addition of the following as the last sentence thereof:


 


Notwithstanding any provision of this Amendment No. 5
to the contrary, an Employee who is a Participant as of December 31, 2006 may
continue to earn Vesting Service and earn a Vested Percentage based on a Year
or Years of Service, if any, earned after December 31, 2006 under the terms of
the Plan.


 


12.                               Section
2.01 - Active Participant of Article II is hereby amended by the addition of
the following as the last sentence thereof:


 


No Employee or Eligible Employee shall become an
Active Participant (i.e., begin active participation in the Plan) and no
Inactive Participant or former Participant shall again become an Active
Participant, after December 31, 2006.


 


All provisions
of the Plan not amended by this Amendment No. 5 and not inconsistent with the
cessation of all further increase in benefits under the Plan after December 31,
2006 shall remain unchanged and controlling.


 


Signed this
20th day of December 2006.


 


	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
  Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
  SVP of Human
  Resources

  	
   

  



 


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