AMENDED AND RESTATED AMERICAN PACIFIC CORPORATION DEFINED BENEFIT PENSION PLAN

Employee Benefits Plan Agreement

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AMERICAN PACIFIC CORPORATION

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Title: AMENDED AND RESTATED AMERICAN PACIFIC CORPORATION DEFINED BENEFIT PENSION PLAN
Date: 8/5/2009
Industry: Chemical Manufacturing Sector: Basic Materials

EXHIBIT 10.1

AMENDED AND RESTATED AMERICAN PACIFIC CORPORATION

DEFINED BENEFIT PENSION PLAN

As Amended and Restated Effective October 1, 2008

Table of Contents


Introduction		1

I	Definitions	2
1.01	Accrued Benefit	2
1.02	Active Participant	2
1.03	Actuarial Equivalent	2
1.04	Affiliated Group	3
1.05	Annuity Starting Date	3
1.06	Applicable Interest Rate	3
1.07	Applicable Mortality Table	3
1.08	Beneficiary	3
1.09	Benefit	3
1.10	Board	3
1.11	Code	3
1.12	Company	4
1.13	Compensation	4
1.14	Covered Compensation	7
1.15	Disability	7
1.16	Disability Retirement Date	7
1.17	Early Retirement Age	8
1.18	Early Retirement Date	8
1.19	Effective Date	8
1.20	Effective Date of this Restatement	8
1.21	Eligible Employee	8
1.22	Employee	8
1.23	Employer	9
1.24	Entry Date	9
1.25	ERISA	9
1.26	Inactive Participant	9
1.27	Late Retirement Date	9
1.28	Normal Retirement Age	9
1.29	Normal Retirement Date	9
1.30	Participant	9
1.31	Participating Employer	9
1.32	Plan	9
1.33	Plan Administrator	10
1.34	Plan Year	10
1.35	Restatement	10
1.36	Retirement Benefit	10
1.37	Social Security Retirement Age	10
1.38	Spouse	10
1.39	Trust Agreement	10
1.40	Trust Fund	10
1.41	Trustee	10


1.42	Year of Service	10

II	Eligibility, Vesting and Benefit Service	14
2.01	Eligibility Requirements	14
2.02	Participation upon Reemployment	14
2.03	Inactive Participants	15
2.04	Vesting Service	15
2.05	Benefit Service	15
2.06	Disregarded Service	16

III	Retirement Benefits	17
3.01	Normal Retirement Benefit	17
3.02	Early Retirement Benefit	19
3.03	Late Retirement Benefit	19
3.04	Disability Retirement Benefit	20
3.05	No Duplication of Benefits	21
3.06	Maximum Excess Allowance	21

IV	Benefits upon Termination of Employment	24
4.01	Deferred Normal Retirement Benefit	24
4.02	Deferred Early Retirement Benefit	24
4.03	Form of Payment	25

V	Form and Payment of Retirement Benefits	26
5.01	Normal Form of Benefit	26
5.02	Other Forms of Benefit	26
5.03	Waiver of Qualified Joint and Survivor Annuity	27
5.04	Cash-out of Accrued Benefit	29
5.05	Commencement of Benefits	30
5.06	Methods of Distribution	35
5.07	Suspension of Benefits	37
5.08	Direct Rollover Distributions	38

VI	Preretirement Death Benefits	40
6.01	Eligibility for Death Benefit	40
6.02	Amount of Qualified Preretirement Survivor Annuity	40
6.03	Alternative Death Benefit	41
6.04	Cash-out of Accrued Benefit	42
6.05	Time of Payment	42

VII	Limitations on Benefits	43
7.01	Limitation on Annual Benefit	43

VIII	Top-Heavy Rules	45
8.01	Top-Heavy Determination	45
8.02	Vesting	48


8.03	Minimum Benefits	49

IX	Plan Administration	51
9.01	Plan Administrator	51
9.02	General Powers, Rights and Duties	51
9.03	Manner of Action	52
9.04	Interested Committee Member	53
9.05	Resignation or Removal of Committee Members	53
9.06	Nondiscrimination	53
9.07	Delegation and Reliance	53
9.08	Claims Procedure	53
9.09	Plan Administrator’s Decision Final	55
9.10	Standard of Review	55
9.11	Information Required by Plan Administrator	55
9.12	Expenses of the Plan	56
9.13	Freedom from Liability	56

X	Amendment or Termination	57
10.01	Amendment or Modification of the Plan	57
10.02	Termination of the Plan	57
10.03	Distribution upon Termination of the Plan	58
10.04	Residual Assets	58
10.05	Restriction on Distribution of Benefits	58
10.06	Repayment of Restricted Amounts	59

XI	Funding of the Plan	61
11.01	Establishment of Trust	61
11.02	Employer Contributions	61
11.03	Funding Standards	61
11.04	Changes in Funding Medium or Method	61
11.05	Purchase of Annuities	61
11.06	No Diversion	62
11.07	Treatment of Forfeitures	62
11.08	Return of Contributions	62
11.09	Litigation by Participants or Beneficiaries	62

XII	General Provisions	64
12.01	Non-Alienation	64
12.02	Substitute Payee	65
12.03	Absence of Guarantee	65
12.04	No Contract	65
12.05	Missing Persons	65
12.06	Corporate Change	66
12.07	Merger	66
12.08	USERRA	66

Introduction

The Amended and Restated American Pacific Corporation Defined Benefit Pension Plan (hereinafter the “Plan”) was first established effective October 1, 1987 by American Pacific Corporation (the “Company”) for the benefit of Eligible Employees. It was subsequently amended and restated effective October 1, 1997. The Plan has now been amended and restated effective October 1, 2008 (the “Effective Date of this Restatement”), except as otherwise specifically provided, to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and to incorporate changes described in Internal Revenue Notice 2007-94 (the “2007 Cumulative List”).

The rights and benefits of Participants who are Active Participants in the Plan on or after the Effective Date of this Restatement shall be determined as provided in this amended and restated Plan. The rights and benefits of any Participant who was not an Active Participant on or after the Effective Date of this Restatement, but who is entitled to benefits under the Plan, shall be determined in accordance with the applicable provisions of the Plan in effect at the time such Participant separated from service, except as required by applicable law or regulation or except as specifically provided or changed by subsequent amendments.

It is intended that the Plan, together with the Trust Agreement, meet all the requirements of ERISA as amended and qualify under Sections 401(a) and 501(a) of the Code. Except as otherwise provided, the Plan and all matters relating thereto shall be governed, construed and administered in accordance with the applicable laws of the United States and the State of Nevada .

ARTICLE I

Definitions

The following terms used in the Plan have the meanings ascribed to them in Article I unless a different meaning is plainly required by the context. Some of the words and phrases used in the Plan are not defined in this Article I, but, for convenience, are defined as they are introduced into the text. Words in one gender should be deemed to include the other gender. Nouns and pronouns stated in the singular should be deemed to include the plural and the plural should be deemed to include the singular whenever appropriate. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter any of the terms of the Plan.

1.01		Accrued Benefit means the amount of the monthly Retirement Benefit a Participant has earned as of the applicable determination date payable at Normal Retirement Date and shall be determined as provided in Section 3.01, using Final Average Compensation, Benefit Service and Covered Compensation as of the determination date.

1.02		Active Participant means any Participant who is employed by a Participating Employer as an Eligible Employee on a determination date.

1.03		Actuarial Equivalent means a benefit that is of equal value at the date of determination to the benefits for which they are to be substituted. For purposes of this Plan, the following conventions shall be used to calculate Actuarial Equivalence.

(a)

(1)

For distributions prior to October 1, 2007, for all purposes other than lump sum benefits, Actuarial Equivalence shall be based on an interest rate of seven percent (7%) and mortality rates from the 1984 Unisex Mortality Table.

	(2)		For distributions on and after October 1, 2008, for all purposes other than lump sum benefits, the interest rate shall be six percent (6%) and the mortality table shall be the RP-2000 Mortality Table Projected to 2007 with Scale AA (50% Male).

	(3)		For distributions during the period beginning October 1, 2007 and ending September 30, 2008, for all purposes other than lump sum benefits, the interest rate and mortality table shall be as described in (a)(1) or (a)(2), whichever provides the greater benefit.

In no event shall the application of Section (a)(2) cause a benefit to be less than a benefit in the same form, but calculated by applying the factors described in Section 3.1(a) as in effect on September 30, 2008 to the Participant’s Accrued Benefit as of that date.

(b)

For lump sum benefits, Actuarial Equivalence shall be based on the Applicable Interest Rate and the Applicable Mortality Table.

1.04		Affiliated Group means the Company and all other entities required to be aggregated with the Company under Sections 414(b), (c), (m), or (o) of the Code but only in the period during which such other entity is required to be so aggregated with the Company.

1.05		Annuity Starting Date means the first day of the first period for which an amount is payable as an annuity, or in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such a benefit.

1.06		Applicable Interest Rate means the annual rate of interest on 30-year Treasury securities, as specified by the Commissioner of Internal Revenue, for the month in which falls the Annuity Starting Date for the distribution. Effective on the date this Restatement is executed the Applicable Interest Rate shall be the rate specified above for the second month preceding the month in which falls the Annuity Starting Date for the distribution.

1.07		Applicable Mortality Table means the table prescribed by the Secretary of the Treasury under Section 417(e)(3) of the Code. The Applicable Mortality Table is currently the table prescribed in Revenue Ruling 2001-62.

1.08		Beneficiary means a person or entity designated as such by a Participant, on a form provided by the Plan Administrator, to receive benefits payable as a result of the Participant’s participation in the Plan upon the Participant’s death. Notwithstanding the preceding sentence, the Beneficiary shall be the Participant’s Spouse at the time of death, unless:

	(a)		The Participant has no Spouse at the time of death, or

	(b)		The Participant’s Spouse consents in writing to the Participant’s designation of an alternate Beneficiary in the manner prescribed in Article V and Article VI, or

	(c)		The Participant’s Spouse cannot be located.

		If the Participant has no Spouse at the time of death, or if no other person designated as Beneficiary survives the Participant, the Beneficiary shall be the Participant’s estate.

1.09		Benefit means Retirement Benefit.

1.10		Board means the Board of Directors of the Company.

1.11		Code means the Internal Revenue Code of 1986 as amended from time to time. All references to specific Code sections are deemed to be references to such sections as they may be amended or superseded.

1.12		Company means American Pacific Corporation.

1.13		Compensation .

	(a)		Compensation means the Participant’s Section 415 Compensation during employment with the Employer for the Plan Year except as provided below. Compensation shall include any amount which is contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of the Employee under Sections 125, 132(f), 402(e)(3), 402(h) or 403(b) of the Code.

			Compensation of each Participant taken into account under the Plan for determining all benefits provided under the Plan for any determination period shall not exceed the limit on Compensation prescribed in Section 401(a)(17) of the Code (the “Section 401(a)(17) Limit”). The limit for any Plan Year beginning on and after January 1, 2002, shall be $200,000 as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). In determining benefit accruals in Plan Years beginning after December 31, 2001, the annual compensation limit for determination periods beginning before January 1, 2002, shall be $200,000. The cost of living adjustment in effect on January 1 of any calendar year shall apply to any determination period beginning in such calendar year. For this purpose, the “determination period” is any period not exceeding twelve (12) months over which Compensation is determined. If a determination period consists of fewer than twelve (12) months, the Section 401(a)(17) Limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is twelve (12).

			For Plan Years beginning before January 1, 1997, in determining the Compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term “family” shall include only the Spouse of the Participant and any lineal descendant of the Participant who has not attained age nineteen (19) before the close of the year. If, as a result of the application of such rules, the adjusted Section 401(a)(17) Limit is exceeded, then (except for purposes of determining the portion of Compensation up to the integration level), the limitation shall be prorated among the affected individuals in proportion to each such individual’s Compensation as determined under this Section prior to the application of this limitation. This paragraph shall not apply for Plan Years beginning on and after January 1, 1997.

			Section 401(a)(17) Participants — 1994 Fresh Start .

			For the purpose of applying this subsection (a), the benefit formula in Section 3.01 shall be applied so that the Accrued Benefit of any Section 401(a)(17) Participant or Statutory Section 401(a)(17) Participant in any Plan Year beginning after December 31, 1993 will be equal to the greater of (1) or (2) where

	(1)		means the sum of his Accrued Benefit on the last day of the last Plan Year beginning in 1993, frozen in accordance with Treasury Regulation Section 1.401(a)(4)-13, and his Accrued Benefit based on the benefit formula under the Plan as amended for Plan Years beginning after 1993, taking into account only Years of Benefit Service beginning after 1993 and

	(2)		means his Accrued Benefit based on the benefit formula under the Plan as amended for Plan Years beginning after 1993, taking into account his total Years of Benefit Service.

			For the purpose of this subsection, a Statutory Section 401(a)(17) Participant means a Participant with an Accrued Benefit as of a date on or after the first day of the first Plan Year beginning on or after January 1, 1994 that was determined taking into account Compensation for a Plan Year beginning prior to 1989 in excess of two hundred thousand dollars ($200,000) for any year. Also for the purpose of this subsection (2), a Section 401(a)(17) Participant means a Participant with an Accrued Benefit as of a date on or after the first day of the first Plan Year beginning on or after January 1, 1994 that was determined taking into account Compensation for a Plan Year beginning prior to 1994 in excess of one hundred fifty thousand dollars ($150,000) for any year.

	(b)		Final Average Compensation means the monthly average of a Participant’s Compensation over any sixty (60) consecutive month period preceding the termination of employment or retirement which produces the highest average.

			If a Participant does not have the requisite amount of service described above, Final Average Compensation shall be determined on the basis of his entire period of employment as an Employee preceding the determination date.

			The provisions of this subsection (b) shall in no case reduce the Final Average Compensation of any individual who was employed by an Employer as an Employee on September 30, 1989, to an amount that is less than such individual’s Final Average Compensation as of such date, computed in accordance with the terms of the Plan in effect on that date.

	(c)		Section 415 Compensation . This subsection is effective October 1, 2007. Section 415 Compensation means the Participant’s wages, within the meaning of Section 3401(a) of the Code and all other payments of compensation to the Participant by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code plus amounts that would be included in wages but for an election under Code section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). However, Section 415 Compensation shall exclude amounts paid by the Employer as reimbursement for moving expenses incurred by the Employee to the extent that at the time of payment it is reasonable

			to believe that these amounts are deductible by the Employee under Section 217 of the Code. Section 415 Compensation shall be determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed. Section 415 Compensation shall not exceed the compensation limit prescribed under Code section 401(a)(17).

			Compensation for a limitation year also shall include the following:

	(1)		Amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next limitation year, the amounts are included on a uniform and consistent basis with respect to all similarly situated employees, and no compensation is included in more than one limitation year.

	(2)		Compensation paid by the later of 2 ¹ / 2 months after an employee’s severance from employment with the employer maintaining the plan or the end of the limitation year that includes the date of the employee’s severance from employment with the employer maintaining the plan, if:

	(A)		the payment is regular compensation for services during the employee’s regular working hours, or compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a severance from employment, the payments would have been paid to the employee while the employee continued in employment with the employer;

	(B)		The following amounts, but only if they would have been included in Section 415 compensation if paid prior to the employee’s severance from employment with the employer maintaining the Plan:

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

	(ii)		Payment received by the employee pursuant to a nonqualified unfunded deferred compensation plan provided such payment would have been paid at the same time if employment had continued, but only to the extent includible in gross income.

Any payments not described above shall not be considered compensation if paid after severance from employment, even if they are paid by the later

			of 2 ¹ / 2 months after the date of severance from employment or the end of the limitation year that includes the date of severance from employment;

	(3)		Deemed Code section 125 compensation. Deemed Code section 125 compensation is an amount that is excludable under Code section 106 that is not available to a Participant in cash in lieu of group health coverage under a Code section 125 arrangement solely because the Participant is unable to certify that he or she has other health coverage. Amounts are deemed Code section 125 compensation only if the employer does not request or otherwise collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

	(4)		Payments to an individual who does not currently perform services for the Employer or an Affiliated Employer by reason of qualified military service (within the meaning of Section 414(u)(1) of the Code to the extent these payment do not exceed the amounts the individual would have received if he had continued to perform service for the Employer or an Affiliated Employer rather than entering qualified military service.

	(5)		Compensation paid to a Participant who is permanently and totally disabled, as defined in Section 22(e)(3) of the Code, provided salary continuation applied to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a highly compensated employed, as defined in Section 414(q) of the Code immediately before becoming disabled.

1.14		Covered Compensation means, for a Plan Year, a Participant’s Compensation (determined in accordance with definition of Compensation set forth in this Plan) that is not in excess of the applicable wage base determined in accordance with the 1988 Covered Compensation Table.

1.15		Disability means total and permanent disability. A Participant will be considered Disabled or under a Disability if he is qualified for Social Security disability benefits. From time to time, the Employer may similarly require proof of the continued Disability of the Participant. If the Plan Administrator determines from such evidence that the Disability of such Participant has ceased and that his Social Security disability benefits have terminated and he has not reached his Normal Retirement Date or returned to Employment, all his rights to any benefits payable thereafter under this Plan on account of such Disability shall cease. If such Participant refuses for a period of 12 consecutive months to furnish to the Plan Administrator reasonable information requested by the Plan Administrator for such determination, then all his rights to any benefit under this Plan on account of such Disability shall cease.

1.16		Disability Retirement Date means the first day of the month following Disability upon which the Participant would have been eligible to receive a Normal Retirement Benefit had his employment with the Employer continued.

1.17		Early Retirement Age means the date on which the Participant first attains age fifty-five (55) and has completed at least ten (10) years of Vesting Service.

1.18		Early Retirement Date means the first day of the month coinciding with or next following the date the Participant elects to receive his Retirement Benefits under the Plan where such date is after the Participant’s attainment of his Early Retirement Age but is prior to the Participant’s attainment of his Normal Retirement Age.

1.19		Effective Date means October 1, 1987.

1.20		Effective Date of this Restatement means October 1, 2008, except as otherwise provided herein. The Effective Date of this Restatement in respect of Employees of any Employer that had not adopted the Plan as of the Effective Date of the Restatement shall be the date of adoption of this Plan by such Employer. In respect of Employers of any entity, all or substantially all of the assets of which shall be acquired by, or that shall be merged into or consolidated with an Employer after the Effective Date of this Restatement, the term Effective Date of this Restatement shall mean the date of such acquisition, merger or consolidation.

1.21		Eligible Employee means an Employee employed by a Participating Employer, provided such person is not included in a unit of employees covered by a collective bargaining agreement in the negotiation of which retirement benefits were the subject of good faith bargaining if two percent or fewer of the employees of the Employer covered by such collective bargaining agreement are “professionals,” as such term is defined in proposed or final Treasury Regulations, and who was not a Participant in the Plan on the date before the Effective Date of this Restatement, unless coverage under the Plan was negotiated by a union and the Employer.

1.22		Employee means a person employed by an Employer, and shall not include any individual who performs services for an Employer solely as an independent contractor.

		Employee also means a leased employee within the meaning of Section 414(n) of the Code to the extent required by law.

		The term “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 Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction and control of 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: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludible from the employee’s gross income under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than twenty percent (20%) of the recipient’s nonhighly compensated workforce.

1.23		Employer means the Company and any other member of the Affiliated Group.

1.24		Entry Date means the date an Eligible Employee may enter the Plan. The Entry Date shall be the first day of the first month and the first day of the seventh month of the Plan Year which date coincides with or next follows the date the Eligible Employee satisfies the eligibility requirements set out in Section 2.01 of the Plan.

1.25		ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.26		Inactive Participant means any Participant who: (a) was transferred to an Employer which does not maintain this Plan for its employees; (b) was transferred to any group of employees not covered by the Plan; or (c) terminated service with the Employer (for as long as he is entitled to benefits under the Plan).

1.27		Late Retirement Date means the first day of the month coinciding with or next following the date a Participant retires, where such date is after his Normal Retirement Date.

1.28		Normal Retirement Age means the later of the date the Participant attains age sixty-five (65) or the fifth (5 ^th ) anniversary of the date the Participant commenced participation in the Plan.

1.29		Normal Retirement Date means the first day of the month coinciding with or next following the date the Participant attains his Normal Retirement Age. A Participant who is employed by an Employer on the date he attains his Normal Retirement Age shall be 100% vested in his Accrued Benefit.

1.30		Participant means any Eligible Employee who becomes eligible to participate in the Plan pursuant to Article II and who continues to be entitled to any benefits under the Plan.

1.31		Participating Employer means the Company and any member of the Affiliated Group which adopts this Plan as provided in Article XIII.

1.32		Plan means Amended And Restated American Pacific Corporation Defined Benefit Pension Plan as it may from time to time be amended. The Plan shall be deemed to include the Trust.

1.33		Plan Administrator means the person or persons designated to oversee the operation and administration of the Plan pursuant to Article IX.

1.34		Plan Year means the twelve (12) consecutive month period beginning on October 1 and ending on the next following September 30.

1.35		Restatement means this Plan as amended and restated herein.

1.36		Retirement Benefit means the amount to which a Participant shall become entitled, is entitled to or is receiving under this Plan.

1.37		Social Security Retirement Age means respectively: (a) age 65 for a Participant born before January 1, 1938; (b) age 66 for a Participant born after December 31, 1937 but before January 1, 1955, and (c) age 67 for a Participant born after December 31, 1954.

1.38		Spouse means the person to whom the Participant is legally married on his Annuity Starting Date or, if earlier, on his date of death. The status of an individual as a Spouse of a Participant shall be determined under the laws of the jurisdiction of the Participant’s domicile as of the time such status is determined.

1.39		Trust Agreement means the trust agreement and any and all amendments and successor agreements entered into between the Company and the Trustee for the purpose of funding benefits under the Plan. The Trust Agreement shall be deemed to be part of this Plan as if all of the terms and provisions were fully set forth herein.

1.40		Trust Fund means all sums of money or other property held by the Trustee pursuant to the terms of the Trust Agreement.

1.41		Trustee means the Trustee or any successors thereto appointed to administer the Trust Fund.

1.42		Year of Service and other service measurements under the Plan shall be determined utilizing the special definitions of this Section. Unless otherwise specified, Service shall be credited for employment with any member of the Affiliated Group.

	(a)		A Year of Service means a Computation Period during which an Employee is credited with at least one thousand (1000) Hours of Service.

	(b)		A one-year Break in Service means a Computation Period during which an Employee fails to complete more than five hundred (500) Hours of Service. However, an unpaid leave of absence approved in writing by the Plan Administrator shall not constitute a Break in Service or a termination of employment for eligibility, participation or vesting purposes. An unpaid leave of absence approved in writing by the Company shall not constitute a Break in Service or a termination of employment for eligibility, participation or vesting purposes.

(c)

Computation Periods .

	(1)		The Eligibility Computation Period means the twelve (12) consecutive month period beginning on the date the Employee first performs an Hour of Service for an Employer. Provided, however, that succeeding Eligibility Computation Periods shall be the twelve (12) consecutive month period beginning on the first day of the Plan Year, commencing with the Plan Year which begins on or immediately prior to the first anniversary of the date the Employee first performed an Hour of Service.

	(2)		The Vesting Computation Period means the twelve (12) consecutive month period beginning on the first day of the Plan Year.

	(3)		Benefit Service Computation Period means the twelve (12) consecutive month period beginning on the first day of the Plan Year.

(d)

An Hour of Service means:

	(1)		Each hour for which an Employee is paid or entitled to payment for the performance of duties with an Employer during the applicable Computation Period.

	(2)		Each hour for which an Employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, except that

	(A)		Not more than five hundred one (501) Hours of Service shall be credited on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Computation Period), and

	(B)		Hours of Service shall not be credited where such payment is made or is due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment or disability insurance laws, or solely to reimburse an Employee for medical or medically-related expenses.

(3)

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. No more than five hundred one (501) Hours of Service shall be credited for payment of back pay on account of any single continuous period during which the Employee did not or would not have performed duties. Hours of Service shall be credited under this paragraph to the computation period to which the

			award or agreement pertains, rather than the computation period in which the agreement or the award or payment is made. The same Hours of Service shall not be credited under both (1) and (2) above and this subpart.

	(4)		Each hour an Employee on leave from employment to serve in the Armed Forces of the United States would have been paid, directly or indirectly, or entitled to payment under (1) above assuming that but for such military service he would have been regularly engaged in the performance of his duties. Such hours shall be credited to the Computation Period in which he would have been regularly engaged in the performance of his duties but for such military service. Provided, however, that no Hours of Service shall be credited under this Section unless the Employee returns to active employment with a member of the Affiliated Group within the period provided by law for the protection of his re-employment rights.

			Hours of Service for reasons other than the performance of duties shall be determined and credited in accordance with Department of Labor Regulation § 2530.200b-2(b) and (c), which is incorporated herein by reference.

	(e)		Special Maternity/Paternity Rule . Solely for the purpose of determining whether a Break in Service has occurred, an Employee who is absent from employment because of the Employee’s pregnancy, the birth of the Employee’s child, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the need to care for such child for a period beginning immediately following such birth or placement, shall be credited with:

	(1)		The Hours of Service which otherwise would normally have been credited to such individual but for such absence, or

	(2)		In any case in which the Plan Administrator is unable to determine the hours described above, eight (8) Hours of Service per day of such absence.

			The above rule shall apply only if the Employee furnishes to the Plan Administrator such timely information as it may require to establish that the absence was for the above reasons and to determine the number of days of such absence.

			Hours of Service shall be credited in the Computation Period in which the absence from work begins if such credit is necessary to prevent a Break in Service in that period. In any other case, such Hours of Service shall be credited in the immediately following Computation Period. In no event shall more than five hundred one (501) Hours of Service shall be credited because of such pregnancy or placement.

	(f)		Family and Medical Leave . Solely to the extent required by law, an Employee who is absent from employment because of a leave of absence under the Family

and Medical Leave Act of 1993 shall receive credit for Hours of Service during such absence. Provided, however, that the same Hours of Service shall not be credited under both this subsection and any other provision of this Section.

ARTICLE II

Eligibility, Vesting and Benefit Service

2.01

Eligibility Requirements .

	(a)		Each Eligible Employee who was a Participant in the Plan immediately prior to the Effective Date of this Restatement shall continue to be a Participant. Each Eligible Employee who had satisfied the eligibility requirements of the Plan immediately prior to the Effective Date of this Restatement but who had not yet become a Participant shall become a Participant in this Plan on the Effective Date of this Restatement. Each other Eligible Employee shall become a Participant in this Plan on the Entry Date coinciding with or next following attainment of age twenty-one (21) and the completion of one (1) Year of Service.

	(b)		In the event that the Company shall at any time acquire all or substantially all of the assets of another operating business or entity, or all or substantially all of the assets of another operating business or entity located in a geographically distinct area, the employees of such other operating business or entity who are thereafter employed by the Employer and become Eligible Employees shall receive credit for periods of service in the employ of such other business or entity for purposes of this Section 2.01 to the extent provided in a resolution of the board of directors of the Company adopted at or near the time of such acquisition or in the written agreements pursuant to which such acquisition was made; but only if such Employees would have received credit for such service in the employ of such other business or entity under the terms of this Plan if such Employees had been employed by an Employer. The Plan Administrator shall see to it that the provisions of this subsection 2.01(b) are applied in a uniform and nondiscriminatory manner and in a manner consistent with the provisions of Section 9.06 hereof. No employee shall receive credit for service in the employ of another business or entity pursuant to this subsection 2.01(b) if the crediting of such service would cause the Plan to fail to comply with any of the requirements of Section 401(a) of the Code for treatment as a qualified plan.

2.02

Participation upon Reemployment .

	(a)		An Eligible Employee who separates from service after satisfying the eligibility requirements of Section 2.01 but before the next Entry Date shall become a Participant immediately upon reemployment as an Eligible Employee by a Participating Employer if he returns to employment after the next Entry Date but prior to incurring a one-year Break in Service.

	(b)		A Participant who separates from service and is subsequently reemployed as an Eligible Employee by a Participating Employer after incurring a one-year Break

in Service shall again become an Active Participant in the Plan upon performance of an Hour of Service.

2.03		Inactive Participants . Subject to Section 2.06, an Inactive Participant shall continue to be credited with Vesting Service, Benefit Service and Compensation as if he had continued to be an Active Participant until employment with the member of the Affiliated Group ceases.

		Subject to Section 2.06, an Inactive Participant shall again become an Active Participant upon return to employment with a Participating Employer or upon transfer to an employee group eligible to participate in the Plan.

2.04		Vesting Service .

	(a)		Except as provided in Section 2.06, a Participant shall be credited with one year of Vesting Service for each Year of Service with an Employer.

	(b)		An Employee’s Vesting Service shall also include periods of employment with a predecessor employer’s business prior to its acquisition (or prior to the acquisition of certain assets of such business) by the Company:

	(1)		If and to the extent specified in a resolution of the Board of Directors of the Employee’s Employer at the time such Employer adopts this Plan; or

	(2)		The Company shall have continued a pension or profit sharing plan of the predecessor employer or, to the extent required under Section 414(a)(2) of the Code, if the Company shall have maintained a pension or a profit sharing plan that was not the plan maintained by a predecessor employer.

(c)

The provisions of this Section shall not operate to decrease any Participant’s Vesting Service to a period that is shorter than the period of the Participant’s Vesting Service as of October 1, 1989, under the terms of this Plan, as effective prior to October 1, 1989.

2.05

Benefit Service .

	(a)		Except as provided in Section 2.06, a Participant shall be credited with one year of Benefit Service for each Benefit Service Computation Period during which he completes one thousand (1,000) Hours of Service with an Employer.

			Benefit Service is credited in full years only.

	(b)		Participants who become eligible to participate in the Plan after the Effective Date of this Restatement as a consequence of the adoption of this Plan by an employing entity, as a consequence of the acquisition by the Company of the assets of an employing entity, or as a consequence of the merger of an employing entity into

			the Company, shall receive Benefit Service to the extent and upon the terms and conditions specified in a resolution of the Board of Directors of the employing entity on the basis of the most recent period of employment with such employing entity prior to the date on which the employing entity adopts the Plan or prior to the date of the acquisition or merger.

	(c)		Notwithstanding the foregoing provisions of this Section, in the event that the assets of another qualified pension plan shall be merged with and into this Plan, with respect to Participants who become Participants as a result of such consolidation, (1) Benefit Service may be granted in such manner and to such extent as shall be provided in connection with such consolidation, on the basis of accredited service (however designated) accrued under such other plan prior to the effective date of such consolidation, or (2) in lieu of the granting of Benefit Service, the benefits based upon accredited service (however designated) accrued under such other plan prior to the effective date of such consolidation may be preserved as a special retirement benefit, with respect to which all requirements for such accredited service shall be governed by the terms and provisions of such other private pension plan, as amended to the effective date of such consolidation.

2.06

Disregarded Service . The Service to be credited to an Employee under this Article shall not include Service prior to a Break in Service if:

	(a)		The Employee did not have a nonforfeitable right to an Accrued Benefit derived from Employer contributions at the time of the Break in Service, and

	(b)		The number of consecutive one-year Breaks in Service equals or exceeds the greater of five (5) or the aggregate number of Years of Service credited to the Employee before such Break in Service.

ARTICLE III

Retirement Benefits

3.01		Normal Retirement Benefit . A Participant who terminates employment on or after reaching Normal Retirement Age and on or before his Normal Retirement Date shall be entitled to a monthly Retirement Benefit commencing on his Normal Retirement Date equal to two percent (2%) (base benefit percentage) of the Participant’s Final Average Compensation up to Covered Compensation; plus two and sixty-five one hundredths percent (2.65%) (excess benefit percentage) of the Participant’s Final Average Compensation in excess of his Covered Compensation, the sum multiplied by his years of Benefit Service up to but not exceeding twenty (20) such years.

		Notwithstanding the foregoing provisions of this Section 3.01, however, the monthly Normal Retirement Benefit shall in no case be less than fifty dollars ($50.00).

		Notwithstanding the foregoing, the benefit provided to a Participant shall not violate the cumulative permitted disparity limits set forth in Treas. Reg. §1.401(l)-5. In this regard, the number of years of Benefit Service taken into account above for any Participant will not exceed the Participant’s cumulative disparity limit. The Participant’s cumulative disparity limit is equal to thirty-five (35) minus the number of years during which the Participant earned a year of credited service under one or more qualified plans or simplified employee pensions ever maintained by the Employer, other than years for which a Participant earned a year of Benefit Service under this Plan. If the Participant’s cumulative disparity limit is less than the period of years used to determine the Participant’s benefit above, then for years after the Participant reaches the cumulative disparity limit and through the end of the period specified above, the Participant’s benefit will be equal to the excess benefit percentage, or, if lesser, the highest percentage permitted under the 133 1/3 percent accrual rule of Section 411(b)(1)(B) of the Code (if applicable) times Final Average Compensation.

		If a Participant begins receiving benefits at an age other than Normal Retirement Age, the Participant’s benefit will be determined in accordance with Section 3.06.

		For any Plan Year in which a Participant benefits under more than one plan of the Employer, the benefit provided above to a Participant shall not violate the overall permitted disparity limits set forth in Treas. Reg. §1.401(l)-5. In this regard, for any Plan Year this Plan benefits any Employee who benefits under another qualified plan or simplified employee pension maintained by the Employer that provides for permitted disparity (or imputes disparity), the benefit for each Participant under this Plan will be equal to the base benefit percentage times the Participant’s Final Average Compensation.

If the preceding paragraph is applicable, the Fresh Start Date (within the meaning of Treas. Reg. §1.401(a)(4)-13) shall be the last day of the Plan Year preceding the Plan Year in which this paragraph is applicable. In addition, if in any subsequent Plan Year, this Plan no longer benefits any Employee who also has benefits under another qualified plan or simplified employee pension maintained by the Employer that provides for permitted disparity (or imputes permitted disparity), the Fresh Start Date shall be the last day of the Plan Year preceding the Plan Year in which this paragraph is no longer applicable.

(c)

Fresh Start Rules — Change in Benefit Formula

	(1)		Fresh Start Definitions — For purposes of this subsection, the following terms shall be defined as follows:

			Fresh Start — A change in the Normal Retirement Benefit formula.

			Fresh Start Date — September 30, 1989, which is the day immediately preceding the effective date of the Fresh Start.

			Pre-Fresh Start Plan Year — Any Plan Year ending on or before the Fresh Start Date.

			Post-Fresh Start Plan Year — Any Plan Year beginning after the Fresh Start Date.

			Fresh Start Date Accrued Benefit — The Participant’s Accrued Benefit as of the Fresh Start Date, calculated and adjusted as described in clause (3) of the subsection.

	(2)		Calculation of Accrued Benefit After Fresh Start Date. With respect to any Participant with an Accrued Benefit under the Plan (or any predecessor) as of the Fresh Start Date attributable to any Pre-Fresh Start Year, and who has at least one Hour of Service in a Post-Fresh Start Plan Year, the Participant’s Accrued Benefit in any Post-Fresh Start Plan Year will be equal to the greater of his Fresh Start Date Accrued Benefit or his Accrued Benefit based on the benefit formula under the Plan as amended for Post-Fresh Start Date Plan Years, taking into account his total Years of Benefit Service both before and after the Fresh Start Date.

	(3)		Calculation of Fresh Start Date Accrued Benefit . A Participant’s Fresh Start Date Accrued Benefit is an amount equal to his Accrued Benefit determined as of (and as if the Participant had terminated employment with the Affiliated Group on) the Fresh Start Date, based upon the Plan provisions in effect on the Fresh Start Date without regard to any amendment adopted after the Fresh Start Date (unless the amendment is

recognized as retroactively effective before the Fresh Start Date under Section 401(b) of the Code or Treas. Regs. 1.401(a)(4)-11(g)). However, the Fresh Start Date Accrued Benefit as so determined is subject to adjustment as follows:

	(A)		The Fresh Start Date Accrued Benefit shall be subject to increases based on adjustments under Section 415(d)(1) of the Code in the maximum benefit permitted under Section 415(b)(1) of the Code.

	(B)		The Fresh Start Date Accrued Benefit shall be adjusted to increase the benefits of former employees who were employed on the Fresh Start Date.

	(C)		The Fresh Start Date Accrued Benefit shall be increased, if it includes top heavy minimum benefits, to the extent necessary to comply with the requirement of Section 416(c)(1)(D)(i) of the Code that top heavy minimum benefits be based on the Participant’s Compensation averaged over the highest five or fewer years.

	(D)		The Fresh Start Date Accrued Benefit shall be adjusted so that the Fresh Start Date Accrued Benefit is not less than it would have been if the formula’s base benefit percentage had been 50% of the formula’s excess benefit percentage. The Fresh Start Date Accrued Benefit is not less than if the offset had been limited to 50% of the benefit determined without application of the offset.

3.02		Early Retirement Benefit . A Participant who terminates employment prior to Normal Retirement Age and on or after attaining his Early Retirement Age shall be entitled to receive the Normal Retirement Benefit commencing on his Normal Retirement Date. In lieu of his Normal Retirement Benefit, such Participant may elect to receive a monthly benefit commencing on his Early Retirement Date equal to his Accrued Benefit as of such date, reduced by twenty-five one-hundredths percent (.25%) for each calendar month or portion thereof that the Participant’s Early Retirement Date precedes his Normal Retirement Date.

		The election to receive an Early Retirement Benefit shall be made by filing a written election with the Plan Administrator prior to the first day of the month coinciding with or next following the date of the applying Participant’s separation from the service of the Employer. The election to receive an Early Retirement Benefit shall be irrevocable after commencement of any Benefit payments.

3.03		Late Retirement Benefit . A Participant who terminates employment after his Normal Retirement Date shall be entitled to receive a monthly Retirement Benefit commencing on the Participant’s Late Retirement Date equal to the greater of:

	(a)		the benefit to which he would have been entitled pursuant to Section 3.01 if he had retired at his Normal Retirement Date, but adjusted by including any additional years of Benefit Service which have accrued since his Normal Retirement Date up to the maximum number, if any, of years of Benefit Service described in Section 3.01 and by taking into account any increases in Compensation earned since his Normal Retirement Date,

			or

	(b)		the Actuarial Equivalent as of such Late Retirement Date of the unadjusted benefit to which he would have been entitled pursuant to Section 3.01 if he had retired at his Normal Retirement Date or in the case of a Participant who retires during any Plan Year following the Plan Year in which his Normal Retirement Date occurs, the Actuarial Equivalent of the benefit to which he would have been entitled pursuant to this Section 3.03 if he had retired at the close of the prior Plan Year.

			However, the number of payments certain described in Section 5.01 shall be reduced to the extent necessary to conform to a period permitted by Section 5.06, in which case each monthly payment shall be increased so that the benefit is the Actuarial Equivalent of what it would have been without the reduction in period certain.

3.04

Disability Retirement Benefit. A Participant who retires due to Disability shall be entitled to receive a monthly Disability Retirement Benefit commencing on his Disability Retirement Date equal to his vested Accrued Benefit calculated:

	(a)		As if the Participant had continued to earn Benefit Service from the date he was first absent from work due to his Disability until his Normal Retirement Date and

	(b)		As if his Compensation had remained constant from the date he was first absent from work due to his Disability until his Normal Retirement Date.

		A Participant who has been determined to be disabled but who is not currently receiving a Disability Retirement Benefit shall be considered to be actively employed by the Employer for purposes of Article VI.

		A Participant whose Disability has ended and who returns to employment with the Employer shall be credited with Benefit Service for the period during which he was disabled. A Participant who does not return to employment with the Employer after his Disability has ended shall cease to be credited with Benefit Service upon his recovery and shall be entitled to benefits under the Plan only to the extent provided in Article IV of the Plan.

		Not withstanding the above, a Participant whose Disability precedes his completion of ten (10) Years of Vesting Service (for the purpose of Article IV) shall not be entitled to a

		Disability Retirement Benefit or continued accrual of Benefit Service during Disability under this Plan.

3.05		No Duplication of Benefits . Any benefit payable under this Plan shall be reduced by any benefit paid to a Participant under the terms of any other defined benefit plan qualified under Section 401(a) of the Code to which the Employer contributes, directly or indirectly, other than by payment of taxes, to the extent that such benefit is based on a period of employment with the Employer for which a Participant receives credit for benefits under the Plan.

3.06		Maximum Excess Allowance .

(a)

The Maximum Excess Allowance at any retirement age shall be the lesser of (i) the base benefit percentage or (ii) the percentage specified in the table below for the Plan’s normal form of benefit specified in Section 5.01(a).


Normal Form of Benefit (%)
					Life Annuity		Life Annuity		Life Annuity
					+		+		+
					5 Year		10 Year		15 Year
			Life Annuity		Certain		Certain		Certain
	Adjustment			1.00		0.97		0.91		0.84
	Age At Which Benefits Commence
		70		1.048		1.017		0.954		0.880
		69		0.950		0.922		0.865		0.798
		68		0.863		0.837		0.785		0.725
		67		0.784		0.760		0.713		0.659
		66		0.714		0.693		0.650		0.600
		65		0.650		0.631		0.592		0.546
		64		0.607		0.589		0.552		0.510
		63		0.563		0.546		0.512		0.473
		62		0.520		0.504		0.473		0.437
		61		0.477		0.463		0.434		0.401
		60		0.433		0.420		0.394		0.364
		59		0.412		0.400		0.375		0.346
		58		0.390		0.378		0.355		0.328
		57		0.368		0.357		0.335		0.309
		56		0.347		0.337		0.316		0.291
		55		0.325		0.315		0.296		0.273

(b)

If a Benefit is distributed in a form other than the normal form (as specified in Section 5.01) or at an age other than Normal Retirement Age, the Benefit shall be adjusted as provided in this subsection.

	(1)		If Benefit payments commence to a Participant at a time other than Normal Retirement Age, the Participant’s Accrued Benefit, before the adjustments provided for early or late retirement, shall be multiplied by a fraction, the numerator of which is the Annual Factor that corresponds to the age at which benefits commence to the Participant in the Plan’s normal form of benefit, and the denominator of which is the Annual Factor that corresponds to the Normal Retirement Age under the Plan in the normal form of benefit.

	(2)		If Benefit payments commence to the Participant in a form other than the normal form of benefit, the product in the preceding paragraph will be actuarially adjusted in accordance with the provisions of Section 1.03.

	(3)		The Annual Factor is the factor derived from the table in (a) based on the Normal Retirement Age (determined without regard to the years of participation requirement, if any), and the Plan’s normal form of benefit.

	(4)		If Benefit payments commence in a month other than the month in which the Participant attains the age specified in the foregoing table, the Annual Factor will be determined by straight line interpolation.

	(5)		Notwithstanding (4) above, for a benefit commencement date preceding the first day of the month in which the Participant attains age fifty-five (55), the Applicable Factor shall be the Actuarial Equivalent of the age fifty-five (55) Annual Factor determined in (a). For a benefit commencement date following the first day of the month in which the Participant attains age seventy (70), the Applicable Factor shall be the Actuarial Equivalent of the age seventy (70) Annual Factor determined in (a).

	(6)		A Disability Retirement Benefit other than a qualified Disability Retirement Benefit, commencing before a Participant’s Normal Retirement Age will be treated as a Benefit subject to the limitations of this Section. A Disability Retirement Benefit, will be treated as a qualified Disability Retirement Benefit only if the benefit: (i) is payable under the Plan solely on account of a Participant’s Disability, as determined by the Social Security Administration; (ii) terminates no later than the Participant’s Normal Retirement Age; (iii) is not in excess of the amount of the benefit that would be payable if the Participant had separated from service at Normal Retirement Age, and (iv) upon attainment of Early or Normal Retirement Age, the Participant receives a benefit that satisfies the accrual and vesting rules of Section 411 of the Code (and the regulations thereunder) without taking into account the Disability Retirement Benefits made up to that age.

(7)

If this Plan has had a Fresh Start, the limitations in this subsections (1) and (2) will be applied only to the Participant’s accruals for years for which the Plan provides for the disparity permitted under Section 401(l) of the Code. All Benefit accruals for years for which the Plan does not provide for the disparity permitted under Section 401(l) of the Code will be actuarially adjusted in accordance with the provisions of Section 1.03.

ARTICLE IV

Benefits upon Termination of Employment

4.01		Deferred Normal Retirement Benefit . A Participant who separates from service before his Normal Retirement Date shall be entitled to receive, on his Normal Retirement Date after submitting a written application on a form prescribed for that purpose by the Plan Administrator, the vested portion of his Accrued Benefit determined as of the date he separated from service.

		A Participant shall become vested in his Accrued Benefit attributable to Employer contributions according to the following schedule:


Years of Vesting Service	Vested Percentage
less than 3		0	%
3 but less than 4		20	%
4 but less than 5		40	%
5 but less than 6		60	%
6 but less than 7		80	%
7 or more		100	%

		Accrued Benefits forfeited pursuant to this Section shall not be used to increase the Accrued Benefit of any other Participant.

4.02		Deferred Early Retirement Benefit . A Participant entitled to the Deferred Normal Retirement Benefit described above who separated from service prior to attaining his Early Retirement Age may elect to receive the Benefit commencing on his Early Retirement Date. The amount of such Benefit shall be reduced for early commencement as provided in Section 3.02.

		Furthermore, a Participant entitled to the Deferred Normal Retirement Benefit described above who separated from service prior to attaining his Early Retirement Age may elect to receive his or her vested Benefit in either a single sum as described in Section 5.02(g) or in the Normal Form described in Section 5.01, commencing as soon as practicable after the Participant terminates employment with the Employer, provided the Actuarial Equivalent of the Participant’s vested monthly Accrued Benefit does not exceed ten thousand dollars ($10,000) and not less than the amount specified in Section 5.04 for involuntary cashout. The vested Accrued Benefit shall be reduced so that the benefit commencing at such date is the Actuarial Equivalent of his vested Benefit payable at his Normal Retirement Date.

		The election to receive a Deferred Early Retirement Benefit shall be made by filing a written election with the Plan Administrator. Such election shall be irrevocable after commencement of any Benefit payments.

4.03		Form of Payment . The benefits described in this Article IV shall be payable in the forms set out in Article V.

ARTICLE V

Form and Payment of Retirement Benefits

5.01		Normal Form of Benefit . Unless a Participant elects an optional form of payment, the Benefits described in Article III and Article IV shall be payable in the form of an immediate Life Annuity as described in Section 5.02(a) or, in the case of a Participant who is married on his Annuity Starting Date, in the form of an immediate Qualified Joint and Survivor Annuity as described in Section 5.02(b).

5.02		Other Forms of Benefit . Provided the requirements of Section 5.03 are met, a Participant may waive the normal form of benefit under the Plan and elect to receive Benefits in one of the forms set out below. Benefits payable in a form other than that described in (a) below shall be the Actuarial Equivalent thereof:

	(a)		Life Annuity — Under this form of benefit (also referred to as a straight-life annuity), payment of monthly installments will commence as provided in Article III or IV and will continue for the lifetime of the Participant and will cease upon his death.

	(b)		Qualified Joint and Survivor Annuity — Under this form of benefit, payment of monthly installments will commence as provided in Article III or IV and will be made for the lifetime of the Participant. If the Participant predeceases his Spouse, payment in an amount equal to 50% (or 75% or 100%, if elected by the Participant) of the Participant’s Benefit will continue to the Spouse for life.

	(c)		Five Years Certain and Life Annuity — Under this form of benefit, payment of monthly installments will commence as provided in Article III or IV and will continue for the Participant’s lifetime. If the Participant dies before sixty (60) monthly installments have been paid, such benefit will be payable to the Participant’s Beneficiary until a total of sixty (60) monthly installments have been paid. If, upon the Participant’s death, there is no living designated Beneficiary or, if a Beneficiary receiving a benefit after the Participant’s death dies before a total of sixty (60) monthly installments have been paid to the Participant and the Beneficiary, the commuted value of the unpaid installments shall be paid to the Participant’s estate.

	(d)		Ten Years Certain and Life Annuity — Under this form of benefit, payment of monthly installments will commence as provided in Article III or IV and will continue for the Participant’s lifetime. If the Participant dies before one hundred twenty (120) monthly installments have been paid, such Benefit will be payable to the Participant’s Beneficiary until a total of one hundred twenty (120) monthly installments have been paid. If, upon the Participant’s death, there is no living designated Beneficiary or, if a Beneficiary receiving a benefit after the

			Participant’s death dies before a total of one hundred twenty (120) monthly installments have been paid to the Participant and the Beneficiary, the commuted value of the unpaid installments shall be paid to the Participant’s estate.

	(e)		Fifteen Years Certain and Life Annuity — Under this form of benefit, payment of monthly installments will commence as provided in Article III or IV and will continue for the Participant’s lifetime. If the Participant dies before one hundred eighty (180) monthly installments have been paid, such benefit will be payable to the Participant’s Beneficiary until a total of one hundred eighty (180) monthly installments have been paid. If, upon the Participant’s death, there is no living designated Beneficiary or, if a Beneficiary receiving a benefit after the Participant’s death dies before a total of one hundred eighty (180) monthly installments have been paid to the Participant and the Beneficiary, the commuted value of the unpaid installments shall be paid to the Participant’s estate.

	(f)		Joint and Survivor Annuity — Under this form of benefit, monthly payments will commence as provided in Article III or IV and will be made for the life of the Participant. If the Participant predeceases his Beneficiary, payments in an amount equal to 50%, 75% or 100% of the Participant’s monthly Benefit shall continue to such Beneficiary for life.

	(g)		Single Sum Distribution — Under this form of benefit, a single sum payment will be made to the Participant that is the Actuarial Equivalent of the monthly Benefit payable under subsection (a) within a reasonable time after the end of the Plan Year in which the Participant’s employment with the Company terminates, and in any event be

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