DYNEGY INC. RETIREMENT PLAN

Exhibit 10.69

DYNEGY INC. RETIREMENT PLAN

(Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

DYNEGY INC. RETIREMENT PLAN

Dynegy Inc. , a Delaware corporation (the “Company”), hereby adopts this restatement of the Dynegy Inc. Retirement Plan (the “Plan”), effective as of the Effective Date, or as otherwise specified herein.

R E C I T A L S:

The Company has previously established the Plan for the exclusive benefit of Eligible Employees of the Employer and their beneficiaries;

The Company wants to recognize the lasting contribution made by Eligible Employees to the successful operation of the Employer, and wants to reward their contribution by continuing the Plan;

The Company wishes to amend and restate the Plan for the following purposes: (i) to reflect applicable changes made to the Plan pursuant to the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”); (ii) to reflect additional amendments made to the Plan pursuant to subsequent changes in the Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder; and (iii) to incorporate amendments made to the Plan following its last restatement;

The Company has authorized the execution of this Plan, which is intended to continue the Plan’s qualification under Code Sections 401(a) and 501(a);

The provisions of this Plan, as amended and restated, shall apply solely to an Employee who terminates employment with the Employer on or after the restated Effective Date of this Plan; and

If an Employee terminates employment with the Employer prior to the restated Effective Date, that Employee shall be entitled to benefits under the Plan as the Plan existed on the Employee’s termination date.

I. DEFINITIONS AND CONSTRUCTION

1.1 Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(a)  Accrual Service : The measure of Service used in determining a Participant’s Accrued Benefit as determined pursuant to Section 4.1.

(b)  Accrued Benefit : The benefit determined under the Plan expressed in the form of a Pension commencing as of Normal Retirement Date.

(c)  Accumulation: The sum of the contributions, if any, made by a Participant under the Plan, plus any interest credited thereon, which contributions and interest have not previously been withdrawn by the Participant. Interest will be credited on a Participant’s contributions, compounded annually, at the rate of 2% per annum prior to July 1, 1970, 3% per annum from July 1, 1970 through December 31, 1975, 5% per annum from January 1, 1976 through November 30, 1981, 7% per annum from December 1, 1981 through December 31, 1987, and, for each Plan Year thereafter, the greater of (i) 7% per annum or (ii) 120% of the Federal mid-term rate (as in effect under Code Section 1274 for the first month of such Plan Year) per annum for such Plan Year. Effective January 1, 1973, interest will be credited from the January 1 next following the date on which each contribution was made under the Plan to the first day of the month of the first to occur of (i) the Participant’s Retirement, (ii) the Participant’s date of death, or (iii) the date the Participant elects the return of his Accumulation as provided in Section 8.12.

(d) Act: The Employee Retirement Income Security Act of 1974, as amended.

(e)  Actuarial Equivalent: Equality in value of the aggregate amounts expected to be received under different times and forms of payment based upon a 7% per annum interest rate assumption (or, if lower, the interest rate specified by the Pension Benefit Guaranty Corporation (“PBGC”) to be used to determine the amount of lump sum benefits paid by the PBGC under plans the PBGC trustees) and mortality rate assumptions determined under the 86 PET-88.70 mortality table (a table prepared by the Wyatt company, based on experience underlying the 1971 Group Annuity Mortality Table, without margins, with a projection of mortality improvement to 1986 and weighting the mortality 88.7% male and 11.3% female); provided, however, that in determining the amount of a lump sum payment or level income option, the Applicable Mortality Table and the Applicable Interest Rate shall be utilized. Notwithstanding the foregoing, the amount payable under the level income option in accordance with the preceding sentence shall be no less than the level income option amount determined using an interest rate of 7% per annum and the 86 PET-8870 mortality table based on the Participant’s Accrued Benefit as of May 31, 2005 and the Participant’s age as of his Annuity Starting Date.

(f)  Amergen Affiliate: Any affiliate of Amergen within its controlled group of corporations or a controlled group of trades or businesses, as defined in Code Sections 414(b) and 414(c), respectively.

(g)  Annuity Starting Date: Subject to the modifications under certain circumstances described in Sections 8.1 and 8.2, with respect to each Participant or beneficiary, the first day of the first period for which an amount is payable to the Participant or beneficiary from the Fund as an annuity or in any other applicable form available under the terms of the Plan.

(h)  Applicable Interest Rate: The annual rate of interest determined in accordance with Code Section 417(e)(3)(C) for the lookback month preceding the first day of the stability period. Effective on and after January 1, 2008, the annual rate is the adjusted first, second and third segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) for the fifth month before the Plan Year that contains the Annuity Starting Date with respect to the benefit, or such other time as the Secretary of the Treasury may prescribe by regulation. For purposes of this Paragraph, the adjusted first, second and third segment rates are the first, second and third segment rates which would be determined under Code Section 430(h)(2)(c) if (i) Code Section 430(h)(2)(D) were applied by substituting the average yields for the month described in clause (ii) for the average yields for the 24-month period described in such section; (ii) Code Section 430(h)(2)(G)(i)(II) were applied by substituting “section 417(e)(3)(A)(ii)(II)” for “section 412(b)(5)(B)(ii)(II)”; and (iii) the applicable percentage under Code Section 430(h)(2)(G) were determined in accordance with the following table:

(i)  Applicable Mortality Table : The mortality table prescribed by the Secretary of the Treasury pursuant to Code Section 417(e)(3)(B).

(j)  Average Monthly Compensation : The result obtained by dividing the total Compensation paid to an Employee during a considered period by the number of months for which Compensation was received during the considered period, as determined in a uniform manner by the Employer based on records maintained by the Employer. The considered period shall be sixty consecutive months within the last one hundred twenty months preceding the date the Employee’s Accrual Service ceases that yield the highest average Compensation (disregarding any months for which the Employee received no Compensation); provided, that if a Participant has less than sixty consecutive months of employment, his considered period shall be all of his completed months of employment (disregarding any months for which the Participant received no Compensation).

(k)  Average Monthly Covered Compensation : One-twelfth of the average (without indexing) of the Social Security Taxable Wage Bases in effect for each calendar year during the thirty-five year period ending with the last day of the calendar year in which the Participant attains (or will attain) Social Security Retirement Age. For this purpose, the Social Security Taxable Wage Base for the Plan Year in which the determination is being made and for any subsequent Plan Year shall be assumed to be the same as the Social Security Taxable Wage Base in effect as of the beginning of the Plan Year in which the determination is being made. Further, a Participant’s Average Monthly Covered Compensation for a Plan Year after the thirty-five year period described above shall be the Participant’s Average Monthly Covered Compensation for the Plan Year during which the Participant attained Social Security Retirement Age. Finally, a Participant’s Average Monthly Covered Compensation for a Plan Year prior to such thirty-five year period shall be the Social Security Taxable Wage Base in effect as of the beginning of such Plan Year.

(l) Code : The Internal Revenue Code of 1986, as amended.

(m)  Committee : The Dynegy Inc. Benefit Plans Committee appointed to administer the Plan, which is comprised of any individual who becomes a member of the Dynegy Inc. Benefit Plans Committee pursuant to Section 11.1 of the Plan, until any such individual ceases to be a member of the Dynegy Inc. Benefit Plans Committee pursuant to Section 11.1 of the Plan.

(n) Company : Dynegy Inc., a Delaware corporation, and any successor thereto.

(o)  Compensation : The regular basic compensation paid to a Participant for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

(1) Overtime pay, bonuses, and incentive or other supplemental or extra pay shall be excluded; provided, however that if a Participant is scheduled to work a 12 hour shift, the regularly scheduled overtime will be included as Compensation, and is calculated by multiplying his straight time hourly rate of pay by the number of 12 hour shift regularly scheduled overtime hours for which he is paid.

(2) The following shall be included to the extent that they would otherwise constitute regular basic compensation (as adjusted by subparagraph (1) above):

(A) Elective contributions made on a Participant’s behalf by the Employer that are not includable in income under Code Sections 125, 402(e)(3), 402(h), or 403(b) and any amounts that are not includable in the gross income of a Participant under a salary reduction agreement by reason of the application of Code Section 132(f);

(B) Compensation deferred under an eligible deferred compensation plan within the meaning of Code Section 457(b); and

(C) Employee contributions described in Code Section 414(h) that are picked up by the employing unit and are treated as employer contributions.

(3) Notwithstanding the foregoing provisions of this Section 1.1(o), effective January 1, 2002, the Compensation of any Participant taken into account for purposes of the Plan (including for purposes of determining a Participant’s Accrued Benefit under the Plan) shall be limited to $200,000 for any Plan Year with such limitation to be:

(A) Adjusted automatically to reflect any cost-of-living increases authorized by Code Section 401(a)(17) (with the adjustment for a calendar year being applicable to any period, not exceeding twelve months, over which the Average Monthly Compensation is determined which begins with or within such calendar year); and

(B) Prorated to the extent required by applicable law.

For purposes of determining benefit accruals in Plan Years beginning after December 31, 2001, the annual Compensation limitation in this subparagraph (3) for determination periods beginning before January 1, 2002, shall be $150,000 for any determination period beginning in 1996 or earlier; $160,000 for any determination period beginning in 1997, 1998, or 1999; and $170,000 for any determination period beginning in 2000 or 2001.

(p)  Compensation Committee: The Compensation and Human Resources Committee of the Board of Directors of the Company.

(q)  Controlled Entity : Each corporation that is a member of a controlled group of corporations, within the meaning of Code Section 414(b), of which the Company or the Employer is a member, each trade or business (whether or not incorporated) with which the Company or the Employer is under common control, within the meaning of Code Section 414(c), and each organization that is a member of an affiliated service group, within the meaning of Code Section 414(m), of which the Company or the Employer is a member.

(r)  Direct Rollover : A payment by the Plan to an Eligible Retirement Plan designated by a Distributee.

(s) Directors : The Board of Directors of the Company.

(t)  Distributee : Each (i) Participant entitled to an Eligible Rollover Distribution, (ii) Participant’s surviving spouse with respect to the interest of such surviving spouse in an Eligible Rollover Distribution, and (iii) former spouse of a Participant who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), with regard to the interest of such former spouse in an Eligible Rollover Distribution.

(u)  Early Retirement Age : The date upon which a Participant attains fifty-five years of age.

(v)  Early Retirement Date: The first day of the month coincident with or next following the Participant’s attainment of his Early Retirement Age.

(w)  Effective Date : January 1, 2009, as to this restatement of the Plan, except (i) as otherwise indicated in specific provisions of the Plan and (ii) that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulation shall be effective as of the required effective date in such statute and/or regulation and shall apply, as of such required effective date, to any plan merged into this Plan.

(x)  Eligible Employee : Each Employee other than (i) an Employee whose terms of employment are governed by a collective bargaining agreement between a collective bargaining unit and the Employer unless such agreement provides for coverage of such individual under the Plan, (ii) a nonresident alien who receives no earned income from the Employer that constitutes income from sources within the United States, (iii) a Leased Employee, (iv) an individual who is deemed to be an Employee pursuant to Treasury Regulations issued under Code Section 414(o), and (v) an Employee who has waived participation in the Plan through any means including, but not limited to, an Employee whose employment is governed by a written agreement with the Employer (including an offer letter setting forth the terms and conditions of employment) that provides that the Employee is not eligible to participate in the Plan (a general statement in the agreement, offer letter, or other communication stating that the Employee is not eligible for benefits shall be construed to mean that the Employee is not an Eligible Employee). Notwithstanding any provision in the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor or other non-common law employee shall be eligible to become a Participant in the Plan. It is expressly intended that individuals not treated as common law employees by the Employer are to be excluded from Plan participation even if a court or administrative agency determines that such individuals are common law employees.

(y)  Eligible Retirement Plan : Any of (i) an individual retirement account described in Code Section 408(a); (ii) an individual retirement annuity described in Code Section 408(b); (iii) an annuity plan described in Code Section 403(a); (iv) a qualified plan described in Code Section 401(a), which, under its provisions does, and under applicable law may, accept a Distributee’s Eligible Rollover Distribution; (v) an annuity contract described in Code Section 403(b); and (vi) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for the amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

(z)  Eligible Rollover Distribution : With respect to a Distributee, any distribution of all or any portion of the Accrued Benefit of a Participant other than (i) a 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) a distribution to the extent such distribution is required under Code Section 401(a)(9); (iii) the portion of a distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and (iv) any other distribution so designated by the Internal Revenue Service in revenue rulings, notices, and other guidance of general applicability. Notwithstanding the foregoing or any other provision of the Plan, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Code Sections 408(a) or (b) or to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.

(aa)  Eligible Surviving Spouse : With respect to a Participant who dies prior to his Annuity Starting Date, a surviving spouse to whom a deceased Participant was married throughout the twelve-month period preceding his death.

(bb)  Employee : Each (i) individual employed by the Employer (as reported on the Employer’s payroll records and for whom the Employer has FICA taxes withheld), and (ii) Leased Employee.

(cc)  Employer : Each entity that has been designated to participate in the Plan pursuant to the provisions of Article XIV and is so listed in Appendix D. The Company is not an Employer.

(dd)  Employment Commencement Date : The date on which an individual first performs an Hour of Service.

(ee)  Employment Year : With respect to each Participant, a twelve consecutive month period beginning on the Participant’s Employment Commencement Date and any anniversary thereof or, in the event of a termination of employment that results in any One-Year Break-in-Service, his Reemployment Commencement Date and any anniversary thereof.

(ff) Entry Date : The first day of each calendar month.

(gg)  Final Average Monthly Compensation : The result obtained by dividing the total Compensation paid to an Employee during the considered period by the number of months for which Compensation was received during the considered period. The considered period shall be the thirty-six consecutive months of employment with the Employer preceding the date the Participant’s Accrual Service ceases; provided that if a Participant has less than thirty-six consecutive months of employment with the Employer, his considered period shall be all of his completed months of employment. In determining a Participant’s Final Average Monthly Compensation under this paragraph, Compensation for any month during a Plan Year in excess of one-twelfth of the Social Security Taxable Wage Base in effect at the beginning of the Plan Year for which the determination is being shall not be taken into account.

(hh)  Fund : The fund established pursuant to Section 12.1 to hold and invest Plan Assets and from which the Plan benefits are distributed. When there is more than one Fund, the term “Fund” shall refer to all such Funds.

(ii)  Funding Agent : The legal reserve life insurance company or trustee selected to hold and/or invest the Plan Assets, and if and when directed, to pay benefits provided under the Plan. When there is more than one Funding Agent, the term “Funding Agent” shall refer to all such Funding Agents.

(jj)  Hour of Service : Each hour for which an individual is directly or indirectly paid, or entitled to payment, by the Employer or a Controlled Entity as an Employee for the performance of duties or for reasons other than the performance of duties; provided, however, that no more than 501 Hours of Service shall be credited to an individual on account of any continuous period during which he performs no duties. Such Hours of Service shall be credited to the individual for the computation period in which such duties were performed or in which occurred the period during which no duties were performed. An Hour of Service also includes each hour, not credited above, for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or a Controlled Entity. These Hours of Service shall be credited to the individual for the computation period to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment is made. The number of Hours of Service to be credited to an individual for any computation period shall be governed by Department of Labor Regulation sections 2530.200b-2(b) and (c). Hours of Service shall also include any hours required to be credited by federal law other than the Act or the Code, but only under the conditions and to the extent so required by such federal law. Further, an individual’s Hours of Service shall also include any hours required to be credited under Code Section 414(n) and the applicable interpretative authority thereunder while such individual was a Leased Employee (or would have been a Leased Employee but for the requirements of clause (i) of the definition of such term set forth in Section 1.1(ll)).

The preceding notwithstanding, for purposes of determining Hours of Service with respect to an individual whose hours are not required to be tracked under the Fair Labor Standards Act, and where hourly records are not maintained for such individual, such individual shall be credited Hours of Service under the 190 hour equivalency provisions of Department of Labor Regulation section 2530.200b-3 pursuant to which an individual who is credited with one Hour of Service for performance of duties in a month shall be credited with 190 Hours of Service for such month; provided, however, with respect to a Participant with 3 or more Employment Years as of June 1, 2005, such Participant shall be credited, beginning with the month in which the 190 hour equivalency provisions are first applicable, with the better of the Hours of Service calculated applying (i) such 190 hour equivalency provisions or (ii) 10 Hours of Service for each day for which the individual would, if hourly records were maintained, be required to be credited with at least one Hour of Service for the performance of duties.

In the case of an individual who is paid for reasons other than the performance of duties and whose payment made or due is calculated on the basis of units of time, such individual shall be credited with the number of regularly scheduled working hours included in the units of time on the basis of which the payment is calculated. In the case of an individual who is paid for reasons other than the performance of duties and who is without a regular work schedule, such individual shall be credited with eight Hours of Service per day (to a maximum of forty (40) Hours of Service per week) for each day that the individual is so paid.

In no event shall Hours of Service include any period of service with a corporation or other entity prior to the date it became a Controlled Entity or after it ceases to be a Controlled Entity except to the extent required by law, or to the extent determined by the Committee. The Committee, in its discretion, may credit individuals with Hours of Service based on employment with an entity other than the Employer, but only if and when such individual becomes an Eligible Employee and only if such crediting of Hours of Service (i) has a legitimate business reason, (ii) does not by design or operation discriminate significantly in favor of highly compensated employees, and (iii) is applied to all similarly-situated Eligible Employees. In addition, the Committee, in its discretion, may credit individuals with Hours of Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is

an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Hours of Service, (ii) such crediting of Hours of Service (1) has a legitimate business reason, (2) does not by design or operation discriminate significantly in favor of highly compensated employees, and (3) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (A) the individual is not performing service for the Employer because of a disability, (B) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (C) for purposes of vesting and accrual, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

(kk)  Hypothetical Accumulation : The sum of the contributions, if any, made by the Participant under the Plan, plus any interest credited thereon, which contributions and interest have not previously been withdrawn by the Participant. For purposes of calculating a Participant’s Hypothetical Accumulation, interest will be credited on a Participant’s contributions, compounded annually, at the rate of 2% per annum prior to July 1, 1970, 3% per annum, from July 1, 1970 through December 31, 1975, 5% per annum from January 1, 1976 through November 30, 1981, 7% per annum from December 1, 1981 through December 31, 1987, 120% of the Federal mid-term rate (as in effect under Code Section 1274 for the first month of a Plan Year) per annum from January 1, 1988 until the date of the Participant’s withdrawal of his Accumulation pursuant to Section 8.12 (the “Withdrawal Date”), and, for the period, if any, beginning on the Withdrawal Date and ending on his Normal Retirement Date, the Applicable Interest Rate per annum in effect from time to time during such period.

(ll)  Leased Employee : Each person who is not an employee of the Employer or a Controlled Entity but who performs services for the Employer or a Controlled Entity pursuant to an agreement (oral or written) between the Employer or a Controlled Entity and any leasing organization, provided that (i) such person has performed such services for the Employer or a Controlled Entity or for related persons (within the meaning of Code Section 144(a)(3)) on a substantially full-time basis for a period of at least one year and (ii) such services are performed under primary direction or control by the Employer or a Controlled Entity.

(mm)  Normal Retirement Age : The date upon which a Participant attains sixty-five years of age.

(nn)  Normal Retirement Date: The first day of the month coincident with or next following the Participant’s attainment of his Normal Retirement Age.

(oo)  One-Year Break-in-Service : Any Employment Year during which an individual has less than 501 Hours of Service. Solely for purposes of determining whether a One-Year Break-in-Service has occurred, an Hour of Service shall include each normal work hour, not otherwise credited in Section 1.1(jj), during which an individual is absent from work by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for purposes of caring for such child for the period immediately following such birth or placement. The Committee may in its discretion require, as a condition to the crediting of Hours of Service under the preceding sentence, that the individual furnish appropriate and timely information to the Committee establishing the reason for any such absence. Such Hours of Service shall be credited to the individual for the computation period in which the absence from work begins if such crediting is necessary to prevent the occurrence of a One-Year Break-in-Service in such computation period; otherwise such Hours of Service shall be credited to the individual in the next following computation period.

(pp)  Participant : Each individual who has met the eligibility requirements for participation in the Plan as set forth in Article III herein.

(qq)  Participation Service : The measure of service used in determining an Employee’s eligibility to participate in the Plan as determined pursuant to Section 3.2.

(rr)  Pension : With respect to a Participant entitled to receive benefits under the Plan, a series of monthly payments for the life of the Participant.

(ss)  Period of Service : Each period of an individual’s Service commencing on his Employment Commencement Date or a Reemployment Commencement Date, if applicable, and ending on a Severance from Service Date. Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence. A Period of Service shall also include any period required to be credited as a Period of Service by federal law, other than the Act or the Code, but only under the conditions and to the extent so required by such federal law.

(tt)  Period of Severance : Each period of time commencing on an individual’s Severance from Service Date and ending on a Reemployment Commencement Date.

(uu) Plan : The Dynegy Inc. Retirement Plan.

(vv)  Plan Assets : Any and all assets of the Plan held by the Funding Agent pursuant to the Plan.

(ww)  Plan Year : The twelve-consecutive month period commencing January 1 of each year.

(xx)  Qualified Optional Survivor Annuity: An annuity for the life of the Participant with a survivor annuity for the life of the spouse which is equal to 75% of the annuity which is payable during the joint lives of the Participant and the spouse that is the Actuarial Equivalent of the standard form of benefit and that is provided in compliance with Code Section 417(g) commencing as of January 1, 2008.

(yy)  Reemployment Commencement Date : The first date upon which an individual performs an Hour of Service following a Severance from Service Date.

(zz)  Retirement : With respect to each Participant, termination of his employment with the Employer on or after his Early Retirement Date or Normal Retirement Date.

(aaa) Service : The period of an individual’s employment with the Employer or a Controlled Entity. In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Controlled Entity or after it ceases to be a Controlled Entity except to the extent required by law; provided, however, that:

(1) Each individual who was employed by LS Power Generation, LLC, LS Power Development, LLC or LS Power Company, LLC (each an “LS Power Entity”) immediately prior to the “Effective Time” (as defined below) and who subsequently becomes employed by an Employer after the Effective Time on or before December 31, 2007, shall be credited with Service solely for purposes of determining such individual’s Vesting Service under Section A-10 of Appendix A based upon his original date of hire with an LS Power Entity;

(2) Each individual who was employed by Wood Group Power Operations, Inc., Worley Parsons Group, Inc., North American Energy Services Co., Prime South, Inc. or General Electric International, Inc. (each a “Prior Company”), who terminates employment with a Prior Company after the Effective Time and on or before December 31, 2007, and who becomes employed by an Employer on or before December 31, 2007, shall be credited with Service solely for purposes of determining such individual’s Vesting Service under Section A-10 of Appendix A based upon his original date of hire with the Prior Company; and

(3) Each individual who was employed by Accenture LLP on March 1, 2008 and who subsequently becomes employed by an Employer during the period of time beginning March 17, 2008 and ending on April 30, 2008, shall be credited with Service solely for purposes of determining such individual’s Vesting Service under Section A-10 of Appendix A based upon his original date of hire with Accenture LLP.

For purposes of this Section, “Effective Time"' shall mean the Effective Time specified in that certain Plan of Merger, Contribution and Sale Agreement by and among Dynegy Illinois, LSP GEN Investors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P., LS Power Associates, L.P., Falcon Merger Sub Co., and Dynegy Acquisition, Inc., executed September 14, 2006.

(bbb) Severance from Service Date : The earlier of (i) the first date on which an individual terminates his Service following his Employment Commencement Date or a Reemployment Commencement Date, if applicable, or (ii) the first anniversary of the first day of a period in which an Employee remains absent from Service (with or without pay) with the Employer or any Controlled Entity for any reason other than the resignation, retirement, discharge, or death, such as vacation, holiday, sickness, leave of absence, disability, or lay-off that is not classified by the Employee as a termination of Service. Notwithstanding the foregoing, the Severance from Service Date of an individual who is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual or the placement of a child with the individual in connection with the adoption of such child by the individual or for purposes of caring for such child for the period immediately following such birth or placement shall be the second anniversary of the first date of such absence.

(ccc)  Social Security Benefit : 33.12% of a Participant’s Final Average Monthly Compensation for a Participant whose Social Security Retirement Age is 65; provided, however, that 30.36% shall be substituted in this definition of Social Security Benefit if the Participant’s Social Security Retirement Age is 66, and 27.60% shall be substituted for a Participant whose Social Security Retirement Age is 67. Notwithstanding the foregoing, if a Participant’s Final Average Monthly Compensation exceeds his Average Monthly Covered Compensation for a Plan Year, the Social Security Benefit for such Participant for such Plan Year shall be calculated in accordance with the following table:

If the ratio of Final Average Monthly Compensation to Average Monthly Covered Compensation falls between the ratios listed above, the appropriate factor shall be determined by interpolation.

(ddd) Social Security Retirement Age : The age used as the retirement age under section 216(1) of the Social Security Act, applied without regard to the age increase factor and as if the early retirement age under such section were sixty-two.

(eee) Social Security Taxable Wage Base : For a Plan Year, the contribution and benefit base determined under section 230 of the Social Security Act in effect at the beginning of such Plan Year.

(fff) Vested Interest : The percentage of a Participant’s Accrued Benefit which, pursuant to the Plan, is nonforfeitable.

(ggg) Vesting Service : The measure of service used in determining a Participant’s nonforfeitable right to a benefit as determined in accordance with Section 6.3.

1.2 Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.3 Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

1.4 Construction . It is intended that the Plan be qualified within the meaning of Code Section 401(a) and that the Fund be tax exempt under Code Section 501(a), and all provisions herein shall be construed in accordance with such intent.

II. PURPOSE OF PLAN AND EFFECT OF RESTATEMENT

2.1 Purpose of Plan . The purpose of the Plan is to provide retirement and incidental benefits for those Participants who complete the required period of employment with the Employer. The benefits provided by the Plan will be paid from the Fund and will be in addition to any benefits the Participants may be entitled to receive pursuant to any other Employer programs or pursuant to the federal Social Security Act. The Plan and the Fund are established and shall be maintained for the exclusive benefit of the Participants and their beneficiaries. No part of the Fund can ever revert to the Employer, except as hereinafter provided in Section 10.5 and 16.2(c), or be used for or diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries.

2.2 Effect of Restatement .

(a) Contrary Plan provisions notwithstanding, in no event shall any Participant’s Accrued Benefit under the Plan as restated be less than such Participant’s Accrued Benefit determined on the date immediately prior to the date of adoption of this restatement of the Plan based upon the terms of the Plan on such date and such Participant’s Average Monthly Compensation and Accrual Service as of such date.

(b) Except as otherwise provided in the Plan, all benefit payments being made under the terms of the Plan as in effect prior to the Effective Date shall continue to be made in the same amount and manner and shall not be affected by the terms of this restated Plan.

(c) Except as otherwise provided in the Plan, the terms of this restated Plan shall not affect the Accrued Benefit or Vested Interest of Participants who do not complete an Hour of Service on or after the Effective Date.

III. PARTICIPATION

3.1 Eligibility . Each Eligible Employee shall become a Participant upon the Entry Date coincident with or next following the date on which such Eligible Employee has completed one year of Participation Service. Notwithstanding the foregoing:

(a) An Eligible Employee who was a Participant in the Plan prior to a termination of employment shall remain a Participant upon his reemployment as an Eligible Employee;

(b) An Employee who has completed one year of Participation Service but who has not become a Participant in the Plan because he was not an Eligible Employee shall become a Participant in the Plan upon the later of (i) the date he becomes an Eligible Employee as a result of a change in his employment status or (ii) the first Entry Date upon which he would have become a Participant if he had been an Eligible Employee;

(c) An Eligible Employee who had met the service requirements of this Section to become a Participant in the Plan but who terminated employment prior to the Entry Date upon which he would have become a Participant shall become a Participant upon the later of (i) the date of his reemployment or (ii) the Entry Date upon which he would have become a Participant if he had not terminated employment; and

(d) Except as otherwise provided in the Plan, a Participant who ceases to be an Eligible Employee but remains an Employee shall continue to be a Participant but, on and after the date he ceases to be an Eligible Employee, he shall no longer be credited with Accrual Service or otherwise accrue additional benefits hereunder unless and until he shall again become an Eligible Employee.

(e) All Eligible Employees with Employment Commencement Dates or Reemployment Commencement Dates occurring on or after January 1, 2009 shall be eligible to Participate in the Plan, subject to the otherwise applicable eligibility provisions contained herein, but, in lieu of the benefits described in Articles V, VI, and VII, shall, subject to Appendix D, participate in (i) the Dynegy Portable Retirement Benefits described in Appendix A, or (ii) Appendix C, if applicable.

3.2 Participation Service . An individual completes one year of Participation Service on the last day of the Employment Year during which he completes 1,000 Hours of Service.

3.3 Disabled Participants. Notwithstanding any provision of the Plan to the contrary, a Participant who has been approved for benefits under a long term disability plan sponsored by the Employer (an “Employer LTD Plan”) shall be credited with Accrual Service, Compensation and Vesting Service under the Plan for any period during which such Participant is receiving such long term disability benefits; provided however, that any such crediting shall cease as of the earlier of (i) such Participant’s Annuity Starting Date or (ii) such Participant’s Normal Retirement Date. For purposes of the accruals described in the preceding sentence, a Participant’s Compensation pursuant to Section 1.1(o) immediately prior to the disability entitling him to benefits under an Employer LTD Plan shall be utilized.

IV. ACCRUAL SERVICE

4.1 Accrual Service .

(a) For the period preceding April 1, 1975, a Participant shall be credited with Accrual Service in an amount equal to all “Credited Service” credited to him for such period for accrual of benefit purposes under the Plan as it existed on or before March 31, 1975.

(b) From and after April 1, 1975, a Participant shall be credited with Accrual Service (which shall be measured in Employment Years and fractions of an Employment Year (rounded to the nearest whole month)) in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively except that (i) no credit shall be given for Periods of Service prior to the date the Participant first becomes a Participant in the Plan (except as provided in Paragraph (c) below), (ii) no credit shall be given for Periods of Service with a Controlled Entity that is not an Employer, and (iii) no credit shall be given for periods of absence for which a Participant receives credit pursuant to Section 6.3(c)(3).

(c) Paragraph (b) above notwithstanding, a Participant shall not be credited with Accrual Service for any period during which he does not meet the requirements of Section 3.1, or any period during which the Employer made contributions on his behalf to any other qualified pension or retirement plan (other than any defined contribution plan sponsored by the Employer or a Controlled Entity or the federal Social Security Act) if such period is used in calculating his retirement benefits under such pension or retirement plan; provided, however, that if such Participant was a participant in the DMG Plan (as defined in Appendix C) before December 31, 2007, his years of Accrual Service under the Plan shall be increased to include the number of years taken into account under the DMG Plan for benefit accrual purposes and the amount of his Accrued Benefit hereunder shall be determined in accordance with the provisions hereof using his total years of Accrual Service; and provided, further, however, that in no event may a Participant’s total years of Accrual Service as determined under this subparagraph be greater than the sum of (i) the service accrued by such Participant for benefit accrual purposes under the Collectively Bargained Plan and (ii) the Accrual Service accrued by such Participant under this Plan.

4.2 Effect of Termination of Employment and Reemployment on Accrual Service .

(a) In the case of an individual who incurs a Severance from Service Date at a time when he has a 0% Vested Interest and who is subsequently reemployed by an Employer or a Controlled Entity, such individual’s Accrual Service prior to his termination of employment shall be disregarded if (i) his Period of Severance equals or exceeds five years or (ii) his Period of Severance equals or exceeds one year but is less than five years and he is not employed by the Employer or a Controlled Entity on the first anniversary of his Reemployment Commencement Date.

(b) In the case of an individual who incurs a Severance from Service Date at a time when he has a 100% Vested Interest, but whose Annuity Starting Date has not yet occurred as of his Reemployment Commencement Date, such individual’s Accrual Service as of his Severance from Service Date will be disregarded after his reemployment if his Reemployment Commencement Date occurs after a one year Period of Severance and he is not employed by the Employer or a Controlled Entity on the first anniversary of his Reemployment Commencement Date.

(c) Accrual Service may also be disregarded pursuant to the provisions of Section 6.4.

V. RETIREMENT BENEFITS

5.1 Normal Retirement .

(a) Subject to Section 5.1(b), a Participant whose employment with the Employer and all Controlled Entities is terminated, for a reason other than death, on or after his Normal Retirement Date shall be entitled to receive a retirement benefit, payable at the time and in the form provided in Article VIII, that is based upon a Pension commencing on the Participant’s Annuity Starting Date, each monthly payment of such Pension being equal to the greater of the following amounts:

(1) The amount of the Participant’s benefit as of December 31, 1991, disregarding Accrual Service, Compensation, and any other changes occurring after that date; or

(2) An amount equal to (i) 2% of the Participant’s Average Monthly Compensation (the “Base Formula”) minus 1-2/3% of his Social Security Benefit (the “Offset”), multiplied by (ii) his years of Accrual Service (not to exceed thirty years).

(b) Notwithstanding anything to the contrary in Section 5.1(a):

(1) The maximum Offset will not be greater than 50% of the Base Formula, multiplied by a fraction (not to exceed one), the numerator of which is the Participant’s Average Monthly Compensation, and the denominator of which is the Participant’s Final Average Monthly Compensation;

(2) In no event shall a Participant’s Accrued Benefit be less than his Vested Value (as defined in Section 8.12); and

(3) Any increase in the Social Security Taxable Wage Base or benefit level payable under Title II of the federal Social Security Act occurring after the later of (i) September 2, 1974 or (ii) the earlier of the date the Participant’s or his beneficiary’s Annuity Starting Date or the date a Participant separates from service with a nonforfeitable right to a benefit under the Plan, shall not effect a decrease of the Participant’s Accrued Benefit as determined in accordance with this Section 5.1.

(c) In the event a Participant remains employed beyond his Normal Retirement Date:

(1) The Committee shall furnish any Participant whose employment with the Employer or any Controlled Entity continues beyond his Normal Retirement Date (or resumes his employment after his Normal Retirement Date, but prior to commencement of the payment of his retirement benefit) with the notification described in Department of Labor Regulation section 2530.203-3. Upon such Participant’s subsequent termination of employment, his retirement benefit payable pursuant to Article VIII shall be increased to the extent required, if at all, under such regulations as provided in Paragraph (2) below to avoid the effecting of a prohibited forfeiture of benefits by reason of the suspension of benefits during such Participant’s post Normal Retirement Date employment.

(2) A Participant described in Paragraph (c)(1) above shall be entitled to a retirement benefit equal to the greater of:

(A) his Accrued Benefit determined pursuant to the applicable provisions of the Plan through the date of his subsequent termination of employment; or

(B) the Actuarial Equivalent of his Accrued Benefit payable at his Normal Retirement Date.

(3) Further, such Participant’s retirement benefit payable pursuant to Section 5.1(c) shall be increased to the extent required, if at all, under Code Section 401(a)(9)(C)(iii) in the event his employment or reemployment continues after April 1 of the year immediately following the year he attains age seventy and one-half.

5.2 Early Retirement .

(a) A Participant whose employment with the Employer and all Controlled Entities is terminated, for a reason other than death, on or after his Early Retirement Date and prior to his Normal Retirement Date, shall be entitled to receive a retirement benefit, payable at the time and in the form provided in Article VIII, that is based upon a Pension commencing on the Participant’s Annuity Starting Date, each monthly payment of such Pension being computed in the manner provided in Section 5.1(a) (subject to Section 5.1(b) considering his Average Monthly Compensation, Social Security Benefit, and Accrual Service to the date of his termination of employment.

(b) A Participant entitled to a benefit pursuant to Paragraph (a) may, by request to the Committee in the form prescribed by the Committee, commence his benefit as of the first day of the month coinciding with or next following the date of his Retirement, or as of the first day of any subsequent month which precedes his Normal Retirement Date, provided, that such request must be received by the Committee not less than thirty days prior to the proposed date of commencement of the benefit (unless such thirty days’ notice is waived by the Committee in its discretion), and the value thereof shall be based upon a Pension commencing on the date so requested, each monthly payment of such Pension being computed in the manner provided in Paragraph (a) above, provided that:

(1) the portion of his retirement benefit attributable to the Base Formula shall be reduced in accordance with the following table:

(2) the portion of his retirement benefit attributable to the Offset shall be multiplied by the appropriate factor from the following table:

If the Participant’s Annuity Starting Date is a fractional number of years prior to his Normal Retirement Date, the appropriate factor with respect to the tables in subparagraphs (1) and (2) above shall be determined by interpolation.

(c) Notwithstanding any provision of the Plan to the contrary, but solely for the purpose of determining a Participant’s eligibility to receive a benefit pursuant to Paragraph (a) (and for purposes of determining a Participant’s eligibility to receive a benefit under any Appendix to the Plan conditioned upon the attainment of age 55 while in the employ of the Employer), and not for purposes of determining a Participant’s Accrued Benefit, a Participant who was a Participant immediately prior to December 15, 1999 will be treated as though he is employed by the Employer during any period that he is employed by Amergen or any Amergen Affiliate on and after December 15, 1999; provided, however, that the foregoing provisions of this sentence shall apply only with respect to benefits payable following the Participant’s termination of employment with Amergen or any Amergen Affiliate.

VI. SEVERANCE BENEFITS AND DETERMINATION OF VESTED
INTEREST

6.1 No Benefits Unless Herein Set Forth . Except as set forth in this Article, upon termination of employment of a Participant for any reason other than Retirement or death, such Participant shall acquire no right to any benefit from the Plan or the Fund.

6.2 Severance Benefit .

(a) Each Participant whose employment is terminated for any reason other than Retirement or death shall be entitled to receive a retirement benefit, payable at the time and in the form provided in Article VIII, that is based upon a Pension commencing on the Participant’s Annuity Starting Date, each monthly payment of such Pension being equal to the product of such Participant’s Vested Interest multiplied by the amount computed in the manner provided in Section 5.1(a) (subject to Section 5.1(b), considering his Average Monthly Compensation, Social Security Benefit, and Accrual Service to the date of his termination of employment.

(b) A Participant who is entitled to a benefit pursuant to Paragraph (a) may, by request to the Committee in the form prescribed by the Committee, commence his benefit as of the first day of the month coinciding with or next following his fifty-fifth birthday, or as of the first day of any subsequent month which precedes his Normal Retirement Date, provided, that such request must be received by the Committee not less than thirty days nor more than one hundred eighty (180) days prior to the proposed date of commencement of the benefit (unless such thirty days’ notice is waived by the Committee in its discretion). The value of such Participant’s severance benefit shall be based upon a Pension commencing on the first day of the month so requested, each monthly payment of such Pension being computed in the manner provided in Paragraph (a) above, but multiplied by the appropriate factor from the following table:

If the Participant’s Annuity Starting Date is a fractional number of years prior to his Normal Retirement Date, then the appropriate factor under the table above shall be determined by interpolation.

(c) A Participant’s Vested Interest shall be determined by such Participant’s full years of Vesting Service in accordance with the following schedule:

(d) Paragraph (c) above notwithstanding, a Participant shall have a 100% Vested Interest upon attainment of his Early Retirement Date while employed by the Employer or a Controlled Entity.

(e) A Participant who is an employee of Dynegy Midstream Services, Limited Partnership (“DMS, LP”) as of the closing date of the sale, shall have a 100% Vested Interest upon attainment of his Early Retirement Date while employed by the Employer or a Controlled Entity.

6.3 Vesting Service .

(a) For Employment Years beginning prior to the Effective Date, subject to the remaining provisions of this Section, an individual shall be credited with Vesting Service in an amount equal to all Service credited to him for vesting purposes for such years under the terms of the Plan as it existed on the day prior to the Effective Date.

(b) For Employment Years beginning on or after the Effective Date, subject to the remaining provisions of this Section, an individual shall be credited with one year of Vesting Service for each Employment Year for which he is credited with 1,000 or more Hours of Service.

(c) Subject to (1) through (7) below, in the case of an individual who terminates employment and has any One-Year Break-in-Service, years of Vesting Service completed prior to such One-Year Break-in-Service shall be disregarded in determining such individual’s years of Vesting Service until such individual completes one year of Vesting Service after his return.

(1) In the case of an individual who terminates employment at a time when he has a 0% Vested Interest in his Accrued Benefit and who then incurs a number of consecutive One-Year Breaks-in-Service that equals or exceeds the greater of five years or his aggregate number of years of Vesting Service completed before such One-Year Breaks-in-Service, such individual’s years of Vesting Service completed before such One-Year Breaks-in-Service shall be disregarded in determining his years of Vesting Service.

(2) In the case of an individual who incurs a One Year Break-in-Service after December 31, 1975 at a time when he has a 100% Vested Interest in his Accrued Benefit, years of Vesting Service completed prior to such One Year Break-in-Service shall be added to years of Vesting Service with which the individual is credited after such One Year Break-in-Service.

(3) An individual who is on a leave of absence duly authorized in accordance with customary personnel practices and policies of the Employer shall be credited with Vesting Service for the period of authorized leave if he returns to work immediately upon the expiration of such period.

(4) If the employment of a Participant shall have been terminated prior to January 1, 1976 and he shall have been reemployed thereafter (whether before or after such date), his period of prior employment shall be included in his Vesting Service only if, and to the extent, provided in the Plan as in effect on December 31, 1975.

(5) An individual shall not be credited with more than one year of Vesting Service in any Employment Year.

(6) An individual who completes more than 500 but less than 1,000 Hours of Service in an Employment Year shall not accrue any Vesting Service during such year but also shall not incur a One-Year Break-in-Service.

(7) Notwithstanding any provision in the Plan to the contrary, for purposes of determining a Participant’s Vesting Service, an individual who was a Participant immediately prior to December 15, 1999 and who became employed by Amergen or any Amergen Affiliate on such date shall be credited with Vesting Service in accordance with the terms of the Plan for all periods of employment with Amergen or any Amergen Affiliate on and after December 15, 1999 as if such individual’s employer were an Employer under the Plan during such period.

6.4 Cash-Outs and Forfeitures .

(a) If a Participant terminates employment with the Employer and has a 0% Vested Interest or receives a lump sum distribution pursuant to Section 8.5 or 8.6, such Participant’s Accrual Service prior to such termination shall be disregarded and such Participant’s nonvested Accrued Benefit shall become a forfeiture as of the date of such distribution (or as of the date of termination of employment if the Participant has a 0% Vested Interest with such Participant being considered to have received a distribution of zero dollars on the date of his termination of employment).

(b) Paragraph (a) above notwithstanding, if such terminated Participant is subsequently reemployed by the Employer or a Controlled Entity and the Participant had a 0% Vested Interest at the time of his termination, the Accrual Service that was disregarded and the forfeiture that occurred pursuant to Paragraph (a) above shall be restored as of the Reemployment Commencement Date unless such Accrual Service is disregarded pursuant to the provisions of Section 4.2(a).

VII. DEATH BENEFITS

7.1 Before Annuity Starting Date .

(a) Except as provided in Paragraphs (b), (c), (d), (e), and (f) below and in Section 7.3, no benefits shall be paid pursuant to this Plan with respect to any Participant who dies prior to his Annuity Starting Date.

(b) A married Participant with an Eligible Surviving Spouse shall have a survivor annuity paid to his Eligible Surviving Spouse in the event such Participant dies (i) after he attains age fifty but before his Annuity Starting Date and (ii) while employed by the Employer or a Controlled Entity or while receiving a Company-provided disability allowance. The survivor annuity provided by this Paragraph shall be a single life annuity consisting of monthly payments for the life of the Eligible Surviving Spouse in an amount equal to 50% of the monthly amount that the Participant would have been eligible to receive under Section 5.2(a) as if he had retired on the date of his death under circumstances described in Section 5.2(a) and had elected to receive a benefit for his life alone, except that no reduction shall be made (i) under Section 5.2(b) to reflect that payment of his benefits would commence prior to his Normal Retirement Date, or (ii) to reflect payment of his Accumulation under Section 7.3; provided, however, that if the Eligible Surviving Spouse is more than ten years younger than the Participant, the amount of the annuity payable to such spouse shall be reduced by one-half of one percent thereof for each year in excess of ten years difference in their ages. Payment of the survivor annuity provided by this Paragraph shall begin as of the first day of the month coinciding with or next following the Participant’s date of death and shall end with the last payment made before the death of the Eligible Surviving Spouse.

(c) A married Participant who has received credit for at least one Hour of Service on or after August 23, 1984, who dies leaving an Eligible Surviving Spouse (i) on or after January 1, 1989, (ii) while employed by the Employer or a Controlled Entity or while receiving a Company-provided disability allowance, (iii) at a time when he has a 100% Vested Interest in his Accrued Benefit under the Plan, (iv) prior to attaining the age of fifty, and (v) before his Annuity Starting Date shall have a survivor annuity paid to his Eligible Surviving Spouse. The survivor annuity provided by this Paragraph shall be a single life annuity consisting of monthly payments for the life of the Eligible Surviving Spouse in an amount equal to 50% of the monthly amount (or the Actuarial Equivalent of such amount in the case of a Participant who has an Accumulation at the date of his death) that the Participant would have been entitled to receive under Section 5.2(a) (payable in the form set forth in Section 8.3(a), without any reduction to reflect payment of his Accumulation under Section 7.3 and reduced as set forth under Section 5.2(b) to reflect the fact that payments commenced before the Participant’s Normal Retirement Date), as if the Participant had terminated his employment with the Employer on the date of his death, survived to his fifty-fifth birthday and then commenced receiving such early retirement benefit and died on the day after he would have attained age fifty-five.

Payment of the survivor annuity provided by this Paragraph shall (i) in the case of a Participant who has an Accumulation at the date of his death, begin on the first day of the month following the Participant’s death and end with the last payment made before the Eligible Surviving Spouse’s death, and (ii) in the case of a Participant who does not have an Accumulation at the date of his death, begin on the first day of the month in which the Participant would have attained age fifty-five and end with the last payment made before the Eligible Surviving Spouse’s death.

(d) If a Participant’s employment with the Employer has terminated on or after his Early Retirement Date and the Participant subsequently dies leaving an Eligible Surviving Souse prior to his Annuity Starting Date, then a survivor annuity shall be paid to his Eligible Surviving Spouse. The survivor annuity provided by this Paragraph shall be a single life annuity consisting of monthly payments for the life of the Eligible Surviving Spouse in a monthly amount equal to the monthly amount that would have been payable to such Eligible Surviving Spouse if the Participant had commenced receiving his Accrued Benefit in the form described in Section 8.3(a) on the first day of the month preceding his death and reduced to reflect any withdrawal of his Accumulation under Section 8.12. Payment of the survivor annuity provided by this Paragraph shall begin as of the first day of the month following the Participant’s death and end with the last payment made before the Eligible Surviving Spouse’s death.

(e) If a Participant terminates employment with the Employer before his Early Retirement Date and at a time when he has a 100% Vested Interest in his Accrued Benefit under the Plan, and if the Participant subsequently dies on or after January 1, 1989, prior to his Annuity Starting Date and leaving an Eligible Surviving Spouse, then a survivor annuity shall be paid to his Eligible Surviving Spouse. The survivor annuity provided by this Paragraph shall be a single life annuity consisting of monthly payments for the life of the Eligible Surviving Spouse.

(1) If the Participant dies on or prior to his Early Retirement Date, the monthly amount of such annuity shall be equal to 50% of the monthly amount (or the Actuarial Equivalent of such amount in the case of a Participant who has an Accumulation at the date of his death) that the Participant would have been eligible to receive under Section 5.2(a) (payable in the form set forth in Section 8.3(a), and reduced (i) to reflect any withdrawal of his Accumulation under Section 8.12 and (ii) as set forth under Section 5.2(b) to reflect the fact that payments commence before the Participant’s Normal Retirement Date), as if the Participant had survived to his Early Retirement Date, and then commenced receiving such early retirement benefit, and died on the day after his Early Retirement Date.

(2) If the Participant dies after his Early Retirement Date, the monthly amount of such annuity shall be equal to 50% of the monthly amount that the Participant would have been eligible to receive under Section 5.2(a) (payable in the form set forth in Section 8.3(a), and reduced (i) to reflect any withdrawal of his Accumulation under Section 8.12 and (ii) as set forth under Section 5.2(b) to reflect the fact that payments commence before the Participant’s Normal Retirement Date), as if the Participant had retired and commenced receiving such early retirement benefit on the day before the date of his death.

In the case of a Participant who has an Accumulation at the date of his death, any annuity that is payable pursuant to this Paragraph shall commence on the first day of the month following the Participant’s death and shall terminate with the last payment made before the Eligible Surviving Spouse’s death. In the case of a Participant who does not have an Accumulation at the date of his death, any annuity that is payable pursuant to this Paragraph shall commence as of the later to occur of (i) the first day of the month following the date of his death, and (ii) the first day of the month in which the Participant would have attained his fifty-fifth birthday, and shall terminate with the last payment made before the Eligible Surviving Spouse’s death.

(f) Any Plan provisions to the contrary notwithstanding, in the absence of consent by the Participant’s Eligible Surviving Spouse, payment of any survivor annuity payable to such spouse pursuant to this Section may not begin prior to the date such Participant would have reached his Normal Retirement Date.

7.2 After Annuity Starting Date . With respect to any Participant who dies on or after his Annuity Starting Date, whether or not payment of his benefit has actually begun, the only benefit payable pursuant to this Plan shall be that, if any, provided for his beneficiary pursuant to the form of benefit he was receiving or about to receive in accordance with Article VIII.

7.3 Payment of Accumulation .

(a) If a Participant dies before his Annuity Starting Date, his Accumulation will be paid to his beneficiary designated pursuant to Paragraph (b) below in a single lump sum. If a Participant dies after his Annuity Starting Date, if he did not withdraw his Accumulation prior to his death pursuant to Section 8.12, and if payment of his benefits under the Plan are not to be continued following his death to his spouse or the contingent annuitant pursuant to Sections 7.1(d), 7.1(e), 8.3(a), 8.3(b) or 8.5(a), the excess, if any, of his Accumulation as of his Annuity Starting Date over the sum of the benefits paid to him under the Plan as of the date of his death, if any, shall be paid in a lump sum to the beneficiary designated by the Participant pursuant to Paragraph (b) below. If a Participant referred to in the preceding sentence dies after his Annuity Starting Date, upon the death of the second to die of the Participant and his contingent annuitant or surviving spouse, the excess, if any, of the Participant’s Accumulation at his Annuity Starting Date over the sum of the benefits paid to him and his contingent annuitant or spouse shall be paid in a lump sum to the beneficiary designated by the Participant pursuant to Paragraph (b) below.

(b) Subject to Section 8.4(c), each Participant shall have the right to designate the beneficiary or beneficiaries to receive any amounts payable under Paragraph (a) above in the event of the death of the Participant and his contingent annuitant or surviving spouse, if applicable. Successive designations may be made by the Participant, and the last designation received by the Committee prior to the death of the Participant shall be effective and shall revoke all prior designations. If a designated person shall die before the date for payment pursuant to Paragraph (a) above, then his interest shall terminate, and, unless otherwise provided in the Participant’s designation, such interest shall be paid in equal shares to those designated beneficiaries, if any, who are living on such date for payment. The Participant shall have the right to revoke the designation of any beneficiary without the consent of the beneficiary. Designations pursuant to this Paragraph shall be made on the form prescribed by the Committee and shall be filed with the Committee. If a Participant shall fail to designate a beneficiary for purposes of this Paragraph, if such designation shall for any reason be illegal or ineffective, or if no beneficiary designated by the Participant for purposes of this Paragraph shall be living on the date for payment pursuant to Paragraph (a) above, then the designated beneficiary to receive the amount payable pursuant to Paragraph (a) shall be: (i) if the Participant leaves a surviving spouse, any such amount shall be paid to such surviving spouse; and (ii) if the Participant leaves no surviving spouse, any such amount shall be paid to such Participant’s executor or administrator or to his heirs-at-law if there is no administration of such Participant’s estate.

7.4 Cash-Out of Death Benefit . If a Participant dies prior to his Annuity Starting Date, his surviving spouse or other beneficiary is entitled to a death benefit pursuant to this Article and the Actuarially Equivalent present value of such death benefit is not in excess of $1,000, such present value shall be paid to such surviving spouse or other beneficiary in a lump sum payment in lieu of any other benefit herein provided and without regard to the spousal consent requirement of Section 7.1. Any such payment shall be made as soon as administratively feasible following the Participant’s date of death.

VIII. TIME AND FORM OF PAYMENT OF BENEFITS

8.1 Time of Payment of Benefits . Payment of benefits under the Plan to a Participant (other than death benefits payable pursuant to Article VII) shall commence as of such Participant’s Annuity Starting Date, determined as follows, but the first payment shall be made no earlier than the expiration of the election period described in Section 8.2(c)(4):

(a) Except as provided in Paragraph (d) below, with respect to any Participant who is to receive his normal retirement benefit pursuant to Section 5.1(a), such Participant’s Annuity Starting Date shall be the first day of the month coincident with or next following the date of such Participant’s Retirement.

(b) Except as provided in Paragraph (d) below, with respect to any Participant who is to receive his early retirement benefit pursuant to Section 5.2(a), such Participant’s Annuity Starting Date shall be the first day of the month coincident with or next following his Normal Retirement Date, or, if an earlier commencement date is elected pursuant to Section 5.2(b), such Participant’s Annuity Starting Date shall be the first day of the month so requested.

(c) Except as provided in Paragraph (d) below, with respect to any Participant who is to receive his severance retirement benefit pursuant to Section 6 2(a), such Participant’s Annuity Starting Date shall be the first day of the month coincident with or next following his Normal Retirement Date, or, if an earlier commencement date is elected pursuant to Section 6.2(b), such Participant’s Annuity Starting Date shall be the first day of the month so requested.

(d) With respect to any benefit payable pursuant to the provisions of Section 8.6, the Annuity Starting Date shall be the date determined by the Committee which shall be as soon as administratively feasible following the date of the Participant’s termination of employment.

8.2 Restrictions on Time of Payment of Benefits .

(a) Plan provisions to the contrary notwithstanding, a Participant’s Annuity Starting Date shall not occur:

(1) Unless such Participant consents (and, if such Participant is married, unless his spouse consents (with such consent being irrevocable)), in accordance with the requirements of Code Section 417 and applicable Treasury Regulations thereunder), prior to such Participant’s Normal Retirement Date, except that (i) consent of the Participant’s spouse under this Paragraph (a)(1) shall not be required if the Participant’s benefit is to be paid in the standard form of benefit described in Section 8.3, and (ii) no consent under this Paragraph (a)(1) shall be required if the Participant’s benefit is to be paid under Section 8.6;

(2) After the sixtieth day following the close of the Plan Year during which such Participant attains, or would have attained, his Normal Retirement Date or, if later, terminates his employment with the Employer and all Controlled Entities; or

(3) The Plan will cash-out each Participant’s Accrued Benefit, or will begin annuity payments, no later than the April 1 of the calendar year following the later of the calendar year in which he reaches age 70 ¹ / 2 or the year in which he retires, except that the Plan will make required annual payments to any participant who is a 5 percent (5%) owner even if he has not retired. The Plan will pay the Accrued Benefit over a period not extending beyond the Participant’s lifetime or life expectancy, or over a period not extending beyond the joint and last survivor life expectancies of the Participant and his spouse or other beneficiary.

(A) If the Participant dies before his Annuity Starting Date, the only preretirement death benefit payable under the Plan is the benefit payable to the Eligible Surviving Spouse (if any) under Article VII. The Plan will cash-out any survivor benefit with a present value not greater than $1,000, or will begin annuity payments of benefits with a greater present value, no later than the end of the Plan Year during which the Participant would have reached age 70 ¹ / 2 . Payments will cease as of the spouse’s date of death.

(B) If the Participant dies after his Annuity Starting Date, his remaining Accrued Benefit will be paid at least as rapidly as under the method of payment in effect before his death.

(C) The intent of this Section is that the beginning dates and payment periods of benefits payable to each Participant and beneficiary will be within the limitations permitted under Code Section 401(a)(9) and will comply with Treasury Regulations published on April 17, 2002 and June 15, 2004, as they may thereafter be amended, including the minimum incidental death benefit requirement. If there is any discrepancy between this Section and Code Section 401(a)(9), that Code section will prevail.

(b) Payment of a death benefit pursuant to Article VII, (i) if payable to other than the Participant’s spouse, must commence no later than the last day of the calendar year following the calendar year in which such Participant died or (ii) if payable to the surviving spouse, must commence no later than the later of (1) the last day of the calendar year following the calendar year in which such Participant died or (2) the last day of the calendar year in which such Participant would have attained the age of 70 ¹ / 2 , unless such surviving spouse dies before payments commence, in which case the commencement of payment may not be deferred beyond the last day of the calendar year following the calendar year in which such surviving spouse died.

(c) Benefit Notice and Commencement Rules.

(1) Except as provided in Paragraphs (c)(2) and (c)(3) below, within the period of time commencing one hundred eighty (180) days, and ending thirty (30) days, prior to his Annuity Starting Date, the Committee shall give each Participant a written notice that Plan benefits thereafter payable will be in the form of a joint and survivor annuity under Section 8.3(a) in the case of a married Participant unless the Participant makes a Qualified Election within the applicable Election Period to receive Plan benefits payable under the Plan in another form. In the case of a Participant who is not married, the notice shall inform him that Plan benefits will be paid in the form of an applicable life annuity under Section 8.3(b) unless a Qualified Election is made for another form of benefit payable under the Plan. Such notice shall also provide written explanation of (i) the terms and conditions of the applicable standard form of annuity; (ii) the Participant’s right to make, and the effect of, an election to waive the applicable standard annuity form of benefit; (iii) the relative values of the applicable optional forms of benefit available; (iv) the rights of a Participant’s spouse; (v) the right to make, and the effect of, a revocation of a previous election to waive the applicable standard form of annuity; (vi) if applicable, the right to defer the Annuity Starting Date; and (vii) if applicable, the right to a Direct Rollover pursuant to Section 8.7.

(2) In the event the written notice described in Paragraph (c)(1) above is provided to a Participant before his Annuity Starting Date but less than thirty (30) days prior to such date, such Participant (with the consent of his spouse, if he is married) may elect, on a properly completed election form provided by the Committee, to waive the minimum thirty (30) day notice period described in Paragraph (c)(1) above, provided the following conditions are met:

(A) The Committee provides descriptive information to the Participant clearly indicating that he has the right to at least thirty (30) days to consider whether to waive the applicable standard form of annuity and elect an alternative form of benefit available to him under the Plan;

(B) The Participant is permitted to revoke an election made pursuant to (A) above at least until the Annuity Starting Date, or, if later, at any time prior to the expiration of the seven (7)-day period which begins on the day immediately following the date the written notice described in Paragraph (c)(1) above is provided to the Participant and distribution in accordance with such election does not commence prior to the expiration of such seven (7)-day period; and

(C) The Participant’s Annuity Starting Date is after the date such written notice is provided to the Participant.

The Participant’s Annuity Starting Date may be prior to the date the Participant makes any affirmative benefit distribution election pursuant to this Paragraph (c)(1) and prior to the date distribution is permitted to commence pursuant to (B) above, provided that, except in a case due solely to administrative delay, distribution pursuant to such election shall commence not more than one hundred eighty (180) days after the written notice described in Paragraph (c)(1) above is provided to the Participant.

(3) In accordance with the conditions and requirements of this Paragraph (c)(3) and of Code Section 417(a)(7) and the Treasury Regulations promulgated thereunder, a Participant who is eligible to do so may elect a retroactive annuity starting date with respect to the distribution of his retirement benefit. For purposes of the Plan, a retroactive annuity starting date (“RASD”) means an Annuity Starting Date affirmatively elected by a Participant which is on or before the date the written notice described in Paragraph (c)(1) above is provided to the Participant.

(A) A Participant shall be eligible to elect a RASD only if the following requirements and conditions are met:

(i) The Participant has requested the written notice described in Paragraph (c)(1) above prior to his Annuity Starting Date and, solely due to administrative delay, such written notice is provided to the Participant on or after his Annuity Starting Date;

(ii) The Participant’s retirement benefit payments have not commenced;

(iii) The Participant’s elected RASD is not prior to the date of his termination of employment,

(iv) The Participant’s spouse (including an alternate payee who is treated as such spouse under an order the Committee has determined to be a qualified domestic relations order), determined as if the date distributions are to commence was the Participant’s Annuity Starting Date, consents to the distribution in a Qualified Election; provided, however, such spousal consent is not applicable if the amount of the survivor annuity payments for such spouse under the RASD election are not less than the amount of the survivor annuity payments for such spouse under the applicable standard form of annuity with an Annuity Starting Date after the date the written notice described in Paragraph (c)(1) above is provided to the Participant;

(v) Any distribution (including appropriate interest adjustments) based on the RASD must satisfy the requirements of Code Section 415 if the date the distribution is to commence is substituted for the Annuity Starting Date for all purposes, including for purposes of determining the Applicable Interest Rate and the Applicable Mortality Table; provided, however, satisfaction of such requirement is not required in the case of a distribution in the form of an annuity described in Section 8.3 or Section 8.5 and the date such distribution is to commence in any such form is twelve (12) months or less from the RASD; and

(vi) In the case of a form of retirement benefit distribution which would have been subject to the present value requirements of Code Section 417(e)(3) if such distribution had actually commenced as of the RASD, such distribution must be not less than the retirement benefit produced by application of the Applicable Interest Rate and the Applicable Mortality Table determined as of the date distribution is to commence to the annuity form which corresponds to the annuity form used to determine the retirement benefit amount as of the RASD.

(B) The future payments of retirement benefit to the Participant must be the same as the future payments of retirement benefit which would have been paid to the Participant if such payments had actually commenced on the RASD and the Participant must receive a make-up payment to reflect the missed payment or payments for the period between the RASD and the date of the actual make-up payment (with an appropriate adjustment for interest at the Applicable Interest Rate for such period on such missed payment or payments);

(C) The written notice described in Paragraph (c)(1) above must generally be provided to the Participant not less than thirty (30) days nor more than one hundred eighty (180) days prior to the date of the first payment pursuant to the Participant’s election of an RASD and such election must be made after such written notice is provided but on or prior to the date of such first payment; provided, however, such written notice may be provided less than thirty (30) days prior to the date of such first payment if the requirements of Paragraph (c)(2) above would be satisfied when such date is substituted for the Annuity Starting Date in applying the requirements of such Paragraph other than the requirements described in the final sentence of such Paragraph; and, provided, further, that, except in a case due solely to administrative delay, the date of such first payment shall be not more than one hundred eighty (180) days after such written notice is provided to the Participant.

(4) For purposes of this Section 8.2(c), the following defined terms have the meanings provided below where such terms are used in the initially capitalized form:

(A) The term “Election Period” shall mean, subject to the modifications under certain circumstances described in Paragraphs (c)(2) and (c)(3) above, the one hundred eighty (180) day period ending on the Participant’s Annuity Starting Date.

(B) The term “Qualified Election” shall mean an election to waive the applicable standard form of annuity and to elect or waive the Qualified Optional Survivor Annuity. The Participant’s election must be in writing and, if he is married, must be consented to by his spouse. The spouse’s consent to an election must acknowledge the applicable standard form of annuity and the spouse must acknowledge such consent before a notary public or Plan representative. The waiver must state the specific beneficiary applicable (including any class of beneficiaries). Such election may not be changed without further spousal consent Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of the Committee that such written consent may not be obtained because there is no spouse or the spouse cannot be located, an election will be deemed a Qualified Election. Also, if the Participant is legally separated or has been abandoned (within the meaning of applicable law) and the Participant has a court order to such effect, spousal consent is not required. Any consent necessary under this Paragraph (4)(B) will be valid only with respect to the spouse who signs the consent, or in the event of a deemed Qualified Election, the designated spouse. Additionally, a revocation of a prior election may be made by a Participant without the consent of the spouse at any time during the applicable Election Period. The number of revocations shall not be limited. Any new election of an optional form of benefit will require new spousal consent. The preceding sentence shall not apply if such election is back to the applicable standard form of annuity.

(d) Subject to the provisions of Paragraphs (a)(2) and (a)(3), a Participant’s Annuity Starting Date shall not occur while the Participant is employed by the Employer or any Controlled Entity.

(e) Section 8.1 and Paragraphs (a)(1) and (a)(2) above notwithstanding, but subject to the provisions of Paragraph (a)(3) above, a Participant, other than a Participant whose Actuarially Equivalent present value of his Vested Interest in his Accrued Benefit is not in excess of $1,000, must file a claim for benefits in the manner prescribed by the Committee before payment of his benefits will commence. In the event that the requirement in the preceding sentence delays the commencement of payment of a Participant’s benefits to a date after his Normal Retirement Date, such Participant’s benefit shall not be less than the Actuarial Equivalent of his Accrued Benefit payable at his Normal Retirement Date.

8.3 Standard Form of Benefit for Participants . For purposes of Article V or VI the following standard forms of benefit shall apply:

(a) The standard form of benefit for any Participant who is married on his Annuity Starting Date shall be an annuity pursuant to which the Participant shall receive the greater of (i) a joint and survivor annuity which is the Actuarial Equivalent of the Pension described in paragraph (b) and which is payable for the life of the Participant with a survivor annuity for the life of the Participant’s spouse that shall be one-half the amount of the annuity payable during the joint lives of the Participant and the Participant’s spouse and (ii) the Pension determined under Article V or VI hereof, as applicable, multiplied by a factor of .9000 reduced by.0050 for each year by which the Participant’s spouse is more than ten years younger than the Participant, and such spouse shall receive a benefit equal to one-half of the amount of the annuity payable during the joint lives of the Participant and such spouse.

(b) The standard form of benefit for any Participant who is not married on his Annuity Starting Date shall be the Pension described in Section 8.5(b), determined in accordance with Article V or VI, whichever is applicable to such Participant.

8.4 Election Concerning Form of Benefit . Any Participant who would otherwise receive the standard form of benefit described in Section 8.3 may elect not to take his benefit in such form by properly executing and filing the benefit election form prescribed by the Committee during the Election Period described in Section 8.2(c)(4)(A) as a Qualified Election as described in Section 8.2(c)(4)(B).

8.5 Alternative Forms of Benefit . For purposes of Article V or VI, the benefit for any Participant who has elected pursuant to Section 8.4 not to receive his benefit in the standard form set forth in Section 8.3 or the Qualified Optional Survivor Annuity, shall be paid in one of the following alternative forms described below selected by such Participant, or, in the absence of such selection, by the Committee prior to his Annuity Starting Date; provided, however, that the period and method of payment of such form shall be in compliance with the provisions of Code Section 401(a)(9) and applicable Treasury Regulations thereunder:

(a) Joint and Survivor Option .

(1) Except as otherwise provided in this Paragraph (a), a Participant may elect to receive an annuity payable for the life of the Participant with a survivor annuity (with monthly payments under such survivor annuity equal to 1%, 50%, 75% or 100%, as specified by the Participant in his election of this option, of such Participant’s monthly benefit) to the beneficiary designated by such Participant in accordance with Section 8.10 for such designated beneficiary’s remaining lifetime. The benefit elected under this clause (1) shall be the Actuarial Equivalent of the Pension referred to in Section 8.3(b).

(2) Notwithstanding the foregoing, the following rules will apply to a joint and survivor option elected under this Paragraph (a):

(A) If a Participant elects a joint and survivor option with a survivor benefit equal to 50% or more of the monthly benefit that he will receive during his lifetime, then the Participant will receive a reduced series of annuity payments that is the Actuarial Equivalent of the benefit computed under Section 8.3(a) (or that would be computed under Section 8.3(a) if the contingent annuitant was the Participant’s spouse).

(B) If a Participant elects a joint and survivor option with a survivor benefit equal to less than 50% of the monthly benefit that he will receive during his lifetime, then the Participant will receive a reduced series of annuity payments that is the sum of:

(i) the benefit computed under Section 8.5(a)(1), plus

(ii) an additional amount determined by dividing one minus the elected survivor benefit percentage by 50% and multiplying the quotient by the excess of the benefit computed under Section 8.3(a) (or that would be computed under Section 8.3(a) if the contingent annuitant was the Participant’s spouse) over the benefit computed under Section 8.5(a)(1), and

(C) Notwithstanding the provisions of clause (B) above, the reduced series of annuity payments payable to a married Participant who names his spouse to whom he has been married for at least 12 consecutive months immediately prior to his Annuity Starting Date, as contingent annuitant, and who elects a joint and survivor option with a survivor benefit equal to less than 50% of the monthly benefit that he will receive during his lifetime shall be no less than the sum of:

(i) his Accrued Benefit as of January 1, 1990, converted into the selected joint and survivor option based upon the procedures applicable to the Plan immediately prior to such date, plus

(ii) his Accrued Benefit earned from January 1, 1990, to his retirement date converted into the selected joint and survivor option on a basis that is the Actuarial Equivalent of such Accrued Benefit.

(3) Any Plan provision to the contrary notwithstanding, the optional form of payment described in this Paragraph (a) shall become effective on the Participant’s Annuity Starting Date, except that such election will be automatically cancelled if either the Participant or his contingent annuitant dies before such Participant’s Annuity Starting Date. An election of such optional form cannot be modified or rescinded after the effective date thereof

(4) A Participant may not elect an optional form of benefit pursuant to this Paragraph (a) providing monthly benefits to a contingent annuitant who is other than his spouse unless the Actuarial Equivalent of the payments expected to be made to the Participant is more than 50% of the Actuarial Equivalent of the total payments expected to be made under such optional form. In no event, however, shall the amount of each monthly payment to a contingent annuitant exceed the amount of each monthly payment made to the Participant.

(b)  Life Annuity . The Participant may elect to receive an annuity payable for the life of the Participant. The benefit elected under this Paragraph shall be the Actuarial Equivalent of the Pension referred to in Section 8.3(b). The optional form of payment described in this Paragraph shall become effective on the Participant’s Annuity Starting Date, except that such election will be automatically cancelled if the Participant dies before such date. An election of such optional form cannot be modified or rescinded after the effective date thereof

(c)  Level Income Option . If payment of a Participant’s benefit commences prior to the earliest age as of which such Participant will become eligible for an Old-Age Insurance Benefit under the Social Security Act and such Participant’s benefits will be paid in the form of an annuity, then at the request of the Participant the amount of the payments of his benefit may be adjusted so that an increased amount will be paid prior to such age and a reduced amount thereafter; the purpose of this adjustment is to enable the Participant to receive from the Plan and under the Social Security Act an aggregate income in approximately a level amount for life. Such adjusted payments shall be the Actuarial Equivalent of the benefit otherwise payable to such Participant,

8.6 Cash-Out of Accrued Benefit . If a Participant terminates his employment with the Employer and all Controlled Entities and the Actuarially Equivalent present value of his Vested Interest in his Accrued Benefit is not in excess of $1,000, then such present value shall be paid to such terminated Participant in lieu of any other benefit herein provided and without regard to the consent requirements of Section 8.2(a)(l) and the election and spousal consent requirements of Section 8.2(c). Any such payment shall be made as soon as administratively feasible following such Participant’s termination of employment. The provisions of this Section shall not be applicable to a Participant following his Annuity Starting Date.

8.7 Direct Rollover Election . 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 Committee, to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The preceding sentence notwithstanding, a Distributee may elect a Direct Rollover pursuant to this Section only if such Distributee’s Eligible Rollover Distributions during the Plan Year are reasonably expected to total $200 or more. Furthermore, if less than 100% of the Participant’s Eligible Rollover Distribution is to be a Direct Rollover, the amount of the Direct Rollover must be $500 or more. Prior to any Direct Rollover pursuant to this Section, the Committee may require the Distributee to furnish the Committee with a statement from the plan, account, or annuity to which the benefit is to be transferred verifying that such plan, account, or annuity is, or is intended to be, an Eligible Retirement Plan.

8.8 Special Distribution Limitations .

(a) For purposes of this Section, the following terms shall have the following meanings:

(1) “ Benefit ” of a Participant includes (i) loans from the Plan in excess of the amounts set forth in Code Section 72(p)(2)(A); (ii) any periodic income from the Plan; (iii) any Plan withdrawal values payable to a living Participant; and (iv) any death benefits from the Plan not provided for by insurance on the Participant’s life.

(2) “ Current Plan Liabilities ” means with respect to a Plan Year the amount described in Code Section 412(1)(7) for such Plan Year.

(3) “ Restricted Participant ” includes with respect to a Plan Year any Participant who during such Plan Year is (i) either a “highly compensated employee,” as such term is defined in Code Section 414(q), or a “highly compensated former employee,” as such term is defined in Code Section 414(q)(6); and (ii) is one of the twenty-five most highly compensated nonexcludable employees and former employees, as defined in Treasury Regulation Section 1.401(a)(4)-12, based on compensation, within the meaning of Code Section 414(s), received from the Employer and Controlled Entities in the current or any other Plan Year.

(b) Subject to the provisions of Paragraph (c), the annual payments from the Plan to a Restricted Participant for a Plan Year may not exceed an amount equal to the annual payments that would be made on behalf of such Restricted Participant under (i) a single life annuity that is the Actuarial Equivalent of the sum of (1) the Restricted Participant’s Accrued Benefit and (2) the Restricted Participant’s Benefit under the Plan other than his Accrued Benefit and any Social Security supplement provided by the Plan and (ii) any Social Security supplement provided by the Plan.

(c) The provisions of Paragraph (b) shall not apply if (i) after payment to a Restricted Participant of his Benefit, the value of the assets of the Fund equals or exceeds 110% of the value of Current Plan Liabilities, (ii) the value of the Restricted Participant’s Benefit is less than 1% of the value of Current Plan Liabilities before payment of the Restricted Participant’s Benefit, or (iii) the present value of the Restricted Participant’s Benefit does not (and at the time of any prior distribution did not) exceed $5,000.

8.9 Cessation of Certain Payments if Liquidity Shortfall . Plan provisions to the contrary notwithstanding, no payment in excess of a life annuity payment as described in Code Section 401(a)(32)(B) shall be made during any period that the Plan has a “liquidity shortfall” (as defined in Code Section 430(j)(4)).

8.10 Beneficiaries and Joint Annuitants .

(a) Subject to the restrictions of Section 8.4, each Participant shall have the right to designate the beneficiary or beneficiaries or joint annuitant to receive any continuing payments in the event such Participant’s benefit is payable in a form whereby payments could continue beyond such Participant’s death. Each such designation shall be separate from the beneficiary designation under Section 7.3(b), and each such designation shall be made on the form prescribed by the Committee and shall be filed with the Committee. Any such designation may be changed at any time by such Participant by execution of a new designation form and filing such form with the Committee except that a joint annuitant cannot be changed after a Participant’s Annuity Starting Date.

(b) If a Participant’s designated joint annuitant dies before the Participant’s Annuity Starting Date, such Participant’s election of a form of benefit for the joint lives of the Participant and such joint annuitant shall be cancelled automatically and such Participant’s benefit shall be paid in the form of the standard benefit set forth in Section 8.3, unless a new election of an alternative form of benefit is made in accordance with the provisions of Section 8.4. The death of a joint annuitant following a Participant’s Annuity Starting Date shall not affect a Participant’s benefit election or permit such Participant to revoke such election.

8.11 Reemployment of Participants . In the event a Participant to whom payment of his retirement benefit under the Plan has commenced is reemployed by an Employer or a Controlled Entity, whether or not as an Eligible Employee, payment of his retirement benefit shall not be interrupted or otherwise adversely affected, but shall be subject to the terms and conditions of this Section 8.11.

(a) In the event a Participant is reemployed by an Employer or Controlled Entity, whether or not as an Eligible Employee, before payment of his retirement benefit has commenced, his benefit shall not commence during his period of reemployment, but shall be subject to the terms and conditions of Sections 5.1(c) and 8.2(d).

(b) If a Participant described above is reemployed as an Eligible Employee he shall resume benefit accruals pursuant to the applicable provisions of the Plan, subject to the modifications required by this Section 8.11. In this regard, the benefit accrual of such Participant during his reemployment shall be determined at the end of such period of reemployment to be the excess, if any, of the amount determined pursuant to the applicable provisions of the Plan over the Actuarial Equivalent of the Participant’s Accrued Benefit as of his Annuity Starting Date. Any such excess shall be applied as of the first retirement benefit payment after the Participant’s period of reemployment to increase such retirement benefit payment and each payment thereafter in the annuity form in which such Participant’s retirement benefit is being paid, together with an actuarial adjustment, if necessary, adequate to satisfy the requirements of Code Section 411(a) and Department of Labor Regulation Section 2530.203-3 concerning the delay in payment of the amount of such increase. In the event such Participant’s reemployment continues after April 1 of the year immediately following the year in which he attains age 70 ¹ / 2 , an actuarial adjustment, if necessary, adequate to satisfy the requirements of Code Section 401(a)(9)(C)(iii) with respect to the delay in payment of the amount of such increase for periods after such April 1 shall be applied. In no event shall retirement benefit payments made prior to the date of such Participant’s reemployment or during his period of reemployment be taken into account with respect to his benefit accruals or retirement benefits payable after his reemployment or after his subsequent termination of employment.

8.12 Withdrawal of Accumulation .

(a) A Participant may not withdraw his Accumulation while he remains in the active employ of the Employer or a Controlled Entity, but a Participant whose employment has terminated and who has not begun to receive payment of his benefit under the Plan may withdraw his Accumulation. In that event, the benefit otherwise payable to the Participant under the Plan shall be determined pursuant to Paragraph (b) of this Section. Notwithstanding the preceding provisions of this Section, a Participant may not elect to withdraw his Accumulation unless the Participant’s spouse consents in writing to the Participant’s election to make such withdrawal, such consent acknowledges the effect of such election, and such consent is witnessed by a representative of the Plan or a notary public, unless the Participant establishes to the satisfaction of a Plan representative that such consent may not be obtained because there is no spouse, such spouse cannot be located, or under such other circumstances as the Secretary of the Treasury may by regulation prescribe. Any consent by a spouse (or establishment that the consent of the spouse may not be obtained) pursuant to this Section shall be effective only with respect to such spouse. The portion of a Participant’s Accumulation which is attributable to interest credited thereon pursuant to Section 1.1(c) and which is withdrawn pursuant to the terms of this Section shall be subject to the mandatory withholding requirements for lump sum distributions from a qualified plan and shall be eligible for Direct Rollover pursuant to Section 8.7.

(b) Notwithstanding any Plan provision to the contrary, if a Participant has elected to withdraw his Accumulation under Paragraph (a) of this Section, his remaining Accrued Benefit (the “Residual Benefit”) shall be calculated according to the following provisions of this Paragraph.

(1) Determine the “Vested Value” . The Vested Value shall be the greater of (i) the annual retirement benefit payable to the Participant commencing at his Normal Retirement Date determined under Section 5.1 of the Plan, and (ii) a single life annuity commencing in an annual amount at his Normal Retirement Date determined by converting the Participant’s Hypothetical Accumulation into such an annuity using the Applicable Interest Rate and, with respect to the period after the Participant’s Normal Retirement Date, the Applicable Mortality Table.

(2) Determine the “Vested Portion” . The Vested Portion is a single life annuity payable in an annual amount commencing at the Participant’s Normal Retirement Date. The Vested Portion shall be determined by converting the Participant’s Hypothetical Accumulation into such an annuity using the Applicable Interest Rate and, with respect to the period after the Participant’s Normal Retirement Date, the Applicable Mortality Table.

(3) Determine the “Residual Vested Annuity” . The Residual Vested Annuity is determined by reducing the Vested Value, but not below zero, by the amount of the Vested Portion.

(4) Determine the “Residual Benefit” . The Residual Benefit is the lump sum Actuarial Equivalent of the Residual Vested Annuity, determined as of the date of withdrawal, based upon the Applicable Interest Rate and the Applicable Mortality Table.

(c) The following provisions shall apply with respect to the aggregate amount of the Accumulation and the Residual Benefit:

(1) If such aggregate amount is not in excess of $1,000, the Committee shall direct that such amount be paid to the Participant in a lump sum, in full satisfaction and release of all further rights of the Participant, his spouse and his beneficiary or beneficiaries (designated pursuant to Section 7.3(b)) to receive any benefits under the Plan.

(2) If such aggregate amount is more than $1,000, the Participant shall receive the Accumulation in a lump sum, and shall receive the Residual Vested Annuity, payable at the time and in the form provided in Article VIII.

(3) Any lump sum distribution pursuant to this Paragraph (c) shall be paid within one hundred twenty (120) days after the end of the Plan Year in which the Participant’s Severance from Service Date occurs.

(d) The Accrued Benefit of a Participant who received a lump sum distribution of his Accumulation prior to January 1, 1988, and who is reemployed and becomes entitled to a benefit under the Plan after that date, shall be calculated to reflect such distribution pursuant to the provisions of paragraphs (1), (2) and (3) of subsection (b) above.

8.13 Commercial Annuities . At the direction of the Committee, the Funding Agent may pay any form of benefit provided hereunder other than a lump sum or a Direct Rollover pursuant to Section 8.7 by the purchase of a commercial annuity contract and the distribution of such contract to the Participant or beneficiary. Thereupon, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and such Participant or beneficiary shall look solely to the company issuing such contract for such annuity payments. All certificates for commercial annuity benefits shall be nontransferable, except for surrender to the issuing company, and no benefit thereunder may be sold, assigned, discounted, or pledged (other than as collateral for a loan from the company issuing same). Notwithstanding the foregoing, the terms of any such commercial annuity contract shall conform with the time of payment, form of payment, and consent provisions of Articles VII and VIII.

8.14 Unclaimed Benefits . In the case of a benefit payable on behalf of a Participant, if the Committee is unable to locate the Participant or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited. The timing of such forfeiture shall comply with the time of payment rules described in Sections 8.1 and 8.2. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored.

8.15 Claims Procedures.

(a)  Definitions . For purposes of this Section, the following terms, when capitalized, will be defined as follows:

(1) Adverse Benefit Determination : Any denial, reduction or termination of or failure to provide or make payment (in whole or in part) for a Plan benefit, including any denial, reduction, termination or failure to provide or make payment that is based on a determination of a Claimant’s eligibility to participate in the Plan. Further, any invalidation of a claim for failure to comply with the claim submission procedure will be treated as an Adverse Benefit Determination.

(2) Benefits Administrator . The person or office to whom the Committee has delegated day-to-day Plan administration responsibilities and who, pursuant to such delegation, processes Plan benefit claims in the ordinary course.

(3) Claimant : A Participant or beneficiary or an authorized representative of such Participant or beneficiary who has filed or desires to file a claim for a Plan benefit.

(b)  Filing of Benefit Claim . To file a benefit claim under the Plan, a Claimant must obtain from the Benefits Administrator the information and benefit election forms, if any, provided for in the Plan and otherwise follow the procedures established from time to time by the Committee or the Benefits Administrator for claiming Plan benefits. If, after reviewing the information so provided, the Claimant needs additional information regarding his Plan benefits, he may obtain such information by submitting a written request to the Benefits Administrator describing the additional information needed. A Claimant may only request a Plan benefit by fully completing and submitting to the Benefits Administrator the benefit election forms, if any, provided for in the Plan and otherwise following the procedures established from time to time by the Committee or the Benefits Administrator for claiming Plan benefits.

(c)  Processing of Benefit Claim . Upon receipt of a fully completed benefit claim from a Claimant, the Benefits Administrator shall determine if the Claimant’s right to the requested benefit, payable at the time or times and in the form requested, is clear and, if so, shall process such benefit claim without resort to the Committee. If the Benefits Administrator determines that the Claimant’s right to the requested benefit, payable at the time or times and in the form requested, is not clear, it shall refer the benefit claim to the Committee for review and determination, which referral shall include:

(1) All materials submitted to the Benefits Administrator by the Claimant in connection with the claim;

(2) A written description of why the Benefits Administrator was of the view that the Claimant’s right to the benefit, payable at the time or times and in the form requested, was not clear;

(3) A description of all Plan provisions pertaining to the benefit claim;

(4) Where appropriate, a summary as to whether such Plan provisions have in the past been consistently applied with respect to other similarly situated Claimants; and

(5) Such other information as may be helpful or relevant to the Committee in its consideration of the claim.

If the Claimant’s claim is referred to the Committee, the Claimant may examine any relevant document relating to his claim and may submit written comments or other information to the Committee to supplement his benefit claim. Within thirty days of receipt from the Benefits Administrator of a benefit claim referral (or such longer period as may be necessary due to unusual circumstances or to enable the Claimant to submit comments), but in any event not later than will permit the Committee sufficient time to fully and fairly consider the claim and make a determination within the time frame provided in Paragraph (d) below, the Committee shall consider the referral regarding the claim of the Claimant and make a decision as to whether it is to be approved, modified or denied. If the claim is approved, the Committee shall direct the Benefits Administrator to process the approved claim as soon as administratively practicable.

(d)  Notification of Adverse Benefit Determination . In any case of an Adverse Benefit Determination of a claim for a Plan benefit, the Committee shall furnish written notice to the affected Claimant within a reasonable period of time but not later than ninety (90) days after receipt of such claim for Plan benefits (or within one hundred eighty (180) days if special circumstances necessitate an extension of the ninety (90) day period and the Claimant is informed of such extension in writing within the ninety (90) day period and is provided with an extension notice consisting of an explanation of the special circumstances requiring the extension of time and the date by which the benefit determination will be rendered). Any notice that denies a benefit claim of a Claimant in whole or in part shall, in a manner calculated to be understood by the Claimant:

(1) State the specific reason or reasons for the Adverse Benefit Determination;

(2) Provide specific reference to pertinent Plan provisions on which the Adverse Benefit Determination is based;

(3) Describe any additional material or information necessary for the Claimant to perfect the claim and explain why such material or information is necessary; and

(4) Describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under section 502(a) of the Act following an Adverse Benefit Determination on review.

(e)  Review of Adverse Benefit Determination . A Claimant has the right to have an Adverse Benefit Determination reviewed in accordance with the following claims review procedure:

(1) The Claimant must submit a written request for such review to the Committee not later than sixty (60) days following receipt by the Claimant of the Adverse Benefit Determination notification;

(2) The Claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits to the Committee;

(3) The Claimant shall have the right to have all comments, documents, records, and other information relating to the claim for benefits that have been submitted by the Claimant considered on review without regard to whether such comments, documents, records or information were considered in the initial benefit determination; and

(4) The Claimant shall have reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits free of charge upon request, including (i) documents, records or other information relied upon for the benefit determination, (ii) documents, records or other information submitted, considered or generated without regard to whether such documents, records or other information were relied upon in making the benefit determination, and (iii) documents, records or other information that demonstrates compliance with the standard claims procedure.

The decision on review by the Committee will be binding and conclusive upon all persons, and the Claimant shall neither be required nor be permitted to pursue further appeals to the Committee.

(f)  Notification of Benefit Determination on Review . Notice of the Committee’s final benefit determination regarding an Adverse Benefit Determination will be furnished in writing or electronically to the Claimant after a full and fair review. Notice of an Adverse Benefit Determination upon review will:

(1) State the specific reason or reasons for the Adverse Benefit Determination;

(2) Provide specific reference to pertinent Plan provisions on which the Adverse Benefit Determination is based;

(3) State that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits including (i) documents, records or other information relied upon for the benefit determination, (ii) documents, records or other information submitted, considered or generated without regard to whether such documents, records or other information were relied upon in making the benefit determination, and (iii) documents, records or other information that demonstrates compliance with the standard claims procedure; and

(4) Describe the Claimant’s right to bring an action under section 502(a) of the Act.

The Committee shall notify a Claimant of its determination on review with respect to the Adverse Benefit Determination of the Claimant within a reasonable period of time but not later than sixty (60) days after the receipt of the Claimant’s request for review unless the Committee determines that special circumstances require an extension of time for processing the review of the Adverse Benefit Determination. If the Committee determines that such extension of time is required, written notice of the extension (which shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render the determination on review) shall be furnished to the Claimant prior to the termination of the initial sixty (60) day review period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial sixty (60) day review period. In the event such extension is due to the Claimant’s failure to submit necessary information, the period for making the determination on a review will be tolled from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

(g)  Exhaustion of Administrative Remedies . Completion of the claims procedures described in this Section will be a condition precedent to the commencement of any legal or equitable action in connection with a claim for benefits under the Plan by a Claimant or by any other person or entity claiming rights individually or through a Claimant; provided, however, that the Committee may, in its sole discretion, waive compliance with such claims procedures as a condition precedent to any such action.

(h)  Payment of Benefits . If the Benefits Administrator or Committee determines that a Claimant is entitled to a benefit hereunder, payment of such benefit will be made to such Claimant (or commence, as applicable) as soon as administratively practicable after the date the Benefits Administrator or Committee determines that such Claimant is entitled to such benefit or on any other later date designated by and in the discretion of the Committee.

(i)  Authorized Representatives . An authorized representative may act on behalf of a Claimant in pursuing a benefit claim or an appeal of an Adverse Benefit Determination. An individual or entity will only be determined to be a Claimant’s authorized representative for such purposes if the Claimant has provided the Committee with a written statement identifying such individual or entity as his authorized representative and describing the scope of the authority of such authorized representative. In the event a Claimant identifies an individual or entity as his authorized representative in writing to the Committee but fails to describe the scope of the authority of such authorized representative, the Committee shall assume that such authorized representative has full powers to act with respect to all matters pertaining to the Claimant’s benefit claim under the Plan or appeal of an Adverse Benefit Determination with respect to such benefit claim.

IX. LIMITATIONS ON BENEFITS

9.1 Limitations Imposed by Code Section 415 .

(a) The limitations of this Article IX shall apply on and after January 1, 2008, except as otherwise provided herein.

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

(c) If the Participant is, or has ever been, a participant in another qualified defined benefit plan (without regard to whether the plan has been terminated) maintained by the employer or a Predecessor 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 such defined benefit plans (determined as of the same age) would exceed the Maximum Permissible Benefit applicable at that age, the maximum monthly retirement income applicable to all such defined benefit plans of the employer shall be determined and allocated on a pro rata basis in proportion to the actuarially equivalent amount of retirement income otherwise accrued under each such defined benefit plan so that the Maximum Permissible Benefit is not exceeded.

(d) The application of the provisions of this Section shall not cause the Maximum Permissible Benefit for any Participant to be less than the Participant’s Accrued Benefit under all the defined benefit plans of the Employer or a Predecessor Employer as of the end of the last Limitation Year beginning before July 1, 2007 under provisions of the plans that were both adopted and in effect before April 5, 2007. The preceding sentence applies only if the provisions of such defined benefit plans that were both adopted and in effect before April 5, 2007 satisfied the applicable requirements of statutory provisions, regulations, and other published guidance relating to Code Section 415 in effect as of the end of the last Limitation Year beginning before July 1, 2007, as described in Section 1.415(a)-1(g)(4) of the Treasury Regulations.

(e) The limitations of this Article IX shall be determined and applied taking into account the rules in Section 9.3 below.

9.2 Definitions.

(a) “Annual Benefit” shall mean a benefit that is payable annually in the form of a straight life annuity. Except as provided below, where a benefit is payable in a form other than a straight life annuity, the benefit shall be adjusted to an Actuarially Equivalent straight life annuity that begins at the same time as such other form of benefit and is payable on the first day of each month, before applying the limitations of this Article IX. For a Participant who has or will have distributions commencing at more than one Annuity Starting Date, the Annual Benefit shall be determined as of each such Annuity Starting Date (and shall satisfy the limitations of this Article IX as of each such date), actuarially adjusting for past and future distributions of benefits commencing at the other Annuity Starting Dates. For this purpose, the determination of whether a new Annuity Starting Date has occurred shall be made without regard to Section 1.401(a)-20, Q&A 10(d), and with regard to Section 1.415(b)-1(b)(1)(iii)(B) and (C) of the Treasury Regulations.

No actuarial adjustment to the benefit shall be made for (i) survivor benefits payable to a surviving spouse under a qualified joint and survivor annuity to the extent such benefits would not be payable if the Participant’s benefit were paid in another form; (ii) benefits that are not directly related to retirement benefits (such as a qualified Disability benefit, preretirement incidental death benefits, and postretirement medical benefits); or (iii) the inclusion in the form of benefit of an automatic benefit increase feature, provided the form of benefit is not subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this Article IX, and the Plan provides that the amount payable under the form of benefit in any Limitation Year shall not exceed the limits of this Article IX applicable at the Annuity Starting Date, as increased in subsequent years pursuant to Code Section 415(d). For this purpose, an automatic benefit increase feature is included in a form of benefit if the form of benefit provides for automatic, periodic increases to the benefits paid in that form.

The determination of the Annual Benefit shall take into account Social Security supplements described in Code Section 411(a)(9) and benefits transferred from another defined benefit plan, other than transfers of distributable benefits pursuant to Section 1.411(d)-4, Q&A-3(c), of the Treasury Regulations, but shall disregard benefits attributable to employee contributions or rollover contributions.

Effective for distributions in Plan Years beginning after December 31, 2003, the determination of Actuarial Equivalence of forms of benefit other than a straight life annuity shall be made in accordance with Section 9.2(a)(1) or (2) below.

(1) Benefit Forms Not Subject to Code Section 417(e)(3) : The straight life annuity that is Actuarially Equivalent to the Participant’s form of benefit shall be determined under this subsection (1) if the form of the Participant’s benefit is either (i) a nondecreasing annuity (other than a straight life annuity) payable for a period of not less than the life of the Participant (or, in the case of a qualified pre-retirement 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 fifty percent (50%) of the benefit payable before the death of the survivor annuitant); or (b) the cessation or reduction of Social Security supplements or qualified disability payments (as defined in Code Section 401(a)(11)).

(A) Limitation Years beginning before July 1, 2007 . For Limitation Years beginning before July 1, 2007, the Actuarially Equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit computed using whichever of the following produces the greater annual amount: (i) the interest rate specified in Section 1.1(e) of the Plan (which is seven percent (7%) per annum and is hereinafter referred to as the “Plan Interest Rate”) and the mortality table (or other tabular factor) specified in Section 1.1(e) of the Plan (which is the 86 PET-88.70 mortality table and is hereinafter referred to as the “Plan Mortality Table”) for adjusting benefits in the same form; and (ii) a five percent (5%) interest rate assumption and the Applicable Mortality Table prescribed in Revenue Ruling 2001-62 for that Annuity Starting Date.

(B) Limitation Years beginning on or after July 1, 2007 . For Limitation Years beginning on or after July 1, 2007, the Actuarially Equivalent straight life annuity is equal to the greater of (i) the annual amount of the straight life annuity (if any) payable to the Participant under the Plan commencing at the same Annuity Starting Date as the Participant’s form of benefit; and (ii) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of benefit, computed using a five percent (5%) interest rate assumption and the Applicable Mortality Table defined in Section 1.1(i) of the Plan for that Annuity Starting Date.

(2) Benefit Forms Subject to Code Section 417(e)(3) : The s