Dynegy Northeast Generation, Inc. Retirement Income Plan Restated Effective January 1, 2009

Employee Benefits Plan Agreement

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DYNEGY HOLDINGS INC | Dynegy Inc | Dynegy Northeast Generation, Inc

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Title: Dynegy Northeast Generation, Inc. Retirement Income Plan Restated Effective January 1, 2009
Governing Law: Texas Date: 2/26/2009

Exhibit 10.80

Dynegy Northeast Generation, Inc.
Retirement Income Plan

Restated Effective
January 1, 2009

Dynegy Inc. , (the “Plan Sponsor”), hereby adopts this restatement of the Dynegy Northeast Generation, Inc. Retirement Income Plan (the “Plan”), effective as of the Effective Date, or as otherwise specified herein.

R E C I T A L S:

The Plan Sponsor has previously established the Plan for the exclusive benefit of eligible Employees of its affiliate, Dynegy Northeast Generation, Inc., and their beneficiaries;

The Plan Sponsor wants to recognize the lasting contribution made by eligible Employees to the successful operation of Dynegy Northeast Generation, Inc. and wants to reward their contribution by continuing the Plan;

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

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.

The history of Prior Plan provisions is set forth in Addendum A, to the extent that the historical provisions can affect any Participant’s benefits. The procedures for determining the qualified status of domestic relations orders, and administering qualified orders, is set forth in Addendum B. The Addenda are integral parts of the Plan.

NOW, THEREFORE , considering the premises and their mutual covenants, the Employer agrees as follows:

TABLE OF CONTENTS


ARTICLE 1 Definitions			1
1.1 Accrued Benefit			1
1.2 Actuarial Equivalent			1
1.3 Benefit Commencement Date			2
1.4 Benefit Service			2
1.5 Board			2
1.6 Break in Service			2
1.7 Code			2
1.8 Committee			2
1.9 Company			2
1.10 Compensation			2
1.11 Controlled Group			3
1.12 Disability			3
1.13 Earliest Retirement Date			3
1.14 Early Retirement Date			3
1.15 Effective Date			4
1.16 Eligible Employee			4
1.17 Employee			4
1.18 Employee Contributions			4
1.19 Employer			4
1.20 Employment			4
1.21 Employment Date			4
1.22 ERISA			5
1.23 Five-Year Break			5
1.24 Highly Compensated Employee			5
1.25 Hours of Service			6
1.26 Normal Retirement Age			6
1.27 Normal Retirement Date			6
1.28 One-Year Break			6
1.29 Participant			7
1.30 Plan			7
1.31 Plan Administrator			7
1.32 Plan Year			7
1.33 Prior Plan			7
1.34 Plan Sponsor			7
1.35 Qualified Optional Survivor Annuity			7
1.36 Social Security Retirement Age			7
1.37 Spouse			7
1.38 Termination Date			7
1.39 Trust (or Trust Fund)			8
1.40 Trustee			8
1.41 Vesting Service			8
1.42 Years of Benefit Service (or Benefit Service)			8
1.43 Years of Vesting Service (or Vesting Service)			9


ARTICLE 2 Eligibility			11
2.1 Eligibility			11
2.2 Participation Upon Reemployment			11
2.3 Leased Employees and Independent Contractors			12
2.4 Adoption of the Plan by a Controlled Group Member			12

ARTICLE 3 Retirement Dates and Benefits			13
3.1 Normal Retirement			13
3.2 Suspension of Benefit Payments			15
3.3 Early Retirement			16
3.4 Delayed Retirement			16
3.5 Termination of Employment			17
3.6 Disability Retirement			17
3.7 Reemployment			19

ARTICLE 4 Payment of Benefits			20
4.1 Normal Form of Payment			20
4.2 Election Procedures			20
4.3 Description of Forms of Payment			25
4.4 Cash-Out			25
4.5 Effect of Death on Forms of Payment			26
4.6 Required Distribution Rules			27
4.7 Payment on Participant’s Behalf			28
4.8 Unclaimed Benefits			28
4.9 Correction of Mistakes			28

ARTICLE 5 Preretirement Death Benefits			29
5.1 Married Vested Participant			29
5.2 Unmarried Participant or Nonvested Participant			29

ARTICLE 6 Limitations on Benefit Amounts			30
6.1 Limitations Imposed by Section 415 of the Internal Revenue Code:			30
6.2 Restrictions for Twenty-five Highest-Paid Participants			46
6.3 Top-Heavy Rules			47

ARTICLE 7 Contributions			50
7.1 Employer Contributions			50
7.2 Participant Contributions			50
7.3 Return of Contributions to the Employers			50
7.4 Actuarial Gains			50

ARTICLE 8 Amendment, Termination, Merger			51
8.1 Amendment			51
8.2 Termination of the Plan			52
8.3 Merger			53


ARTICLE 9 Administration			54
9.1 Fiduciary Provisions			54
9.2 Employer to Supply Information			59
9.3 Indemnification			59
9.4 Claims Procedure			59

ARTICLE 10 Miscellaneous			64
10.1 Headings			64
10.2 Construction			64
10.3 Continued Qualification for Tax-Exempt Status			64
10.4 Nonalienation			64
10.5 No Employment Rights			64
10.6 No Enlargement of Rights			64
10.7 Withholding for Taxes			64

ARTICLE 11 Cash Balance Accounts			65
11.1 Cash Balance Accounts			65
11.2 Interest Adjustment			65
11.3 Vesting			66
11.4 Cash Balance Retirement Income			66
11.5 Death Before Annuity Starting Date			67
11.6 Beneficiary			68
11.7 Payment of Cash Balance			68

Addendum A History of Revised Plan Provisions

Addendum B Participating Employers

iii

ARTICLE 1
Definitions

As used in the Plan, the following words and phrases and any derivatives thereof will have the meanings set forth below unless the context clearly indicates otherwise. Definitions of other words and phrases are set forth throughout the Plan. Section references indicate Sections of the Plan unless otherwise stated. The masculine pronoun includes the feminine, and the singular number includes the plural and the plural the singular, whenever applicable.

1.1

Accrued Benefit. Accrued Benefit means the retirement benefit which the Participant has earned as of the date of determination, calculated under Subsection 3.1(b) which will be payable as of his Normal Retirement Date in the form of a single life annuity. For the Participant who retires after his Normal Retirement Date, the Accrued Benefit is the amount calculated for him under Section 3.4.

1.2

Actuarial Equivalent. Actuarial Equivalent means a benefit of equal value computed on the following bases:

	(a)		For annuity forms of payment , the 1983 Group Annuity Mortality Table, assuming the Participant is male and the contingent annuitant is female, and interest at the rate of 7 ¹ / 2 % compounded annually.

	(b)		For lump sum payments ,

(1)

The “applicable mortality table,” which means the mortality table prescribed by the Secretary of the Treasury pursuant to Section 415(b)(2)(E)(v) of the Code; and

(2)

The “applicable interest rate,” which means the annual rate of interest determined in accordance with Section 417(e)(3)(C) of the Code 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 Section 430(h)(2)(C) of the Code for the fifth month before the first day of 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 Section 430(h)(2)(c) of the Code if (i) Section 430(h)(2)(D) of the Code 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) Section 430(h)(2)(G)(i)(II) of the Code 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 Section 430(h)(2)(G) of the Code were determined in accordance with the following table:


For Plan Year		Applicable Percentage
2008		20%
2009		40%
2010		60%
2011		80%

1.3		Benefit Commencement Date. Subject to the modifications under certain circumstances described in Articles 3 and 4, 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 as an annuity or in any other applicable form available under the terms of the Plan. At all times, if the benefit is payable in a lump sum, the Benefit Commencement Date is the date when the Trustee issues the payment. If the Participant dies before his Benefit Commencement Date, the only benefit payable will be the preretirement death benefit to the surviving Spouse.

1.4		Benefit Service. See Section 1.42.

1.5		Board. Board means the Board of Directors of Dynegy Inc.

1.6

Break in Service. See Section 1.23 Five-Year Break and Section 1.28 One-Year Break . See Addendum A for the Break in Service rules in effect before the 1989 Plan Year, for the Prior Plan.

1.7		Code. Code means the Internal Revenue Code of 1986 as amended from time to time, and Regulations and rulings issued under the Code.

1.8		Committee. Committee means the Dynegy Inc. Benefit Plans Committee.

1.9		Company. Company means Dynegy Northeast Generation, Inc.

1.10		Compensation.

(a)

Accrued Benefit . For purposes of calculating each Participant’s Accrued Benefit, Compensation means the Plan will use the annual base rate of earnings at October 1st of each year paid to the Participant by his Employer, plus amounts paid to such Participant during the 12 months prior to such October 1 including project bonuses, awards, lump sum cash awards, (and, for non-officers of the Company, performance bonuses, incentive cash awards and/or bonuses paid), but excluding overtime, additional compensation for unusual circumstances, premium pay, shift differential, tuition assistance, severance benefits, theft of service awards, suggestion plan awards, reimbursements, expense allowances, cash and noncash fringe benefits, moving expenses, deferred compensation and welfare benefits. Compensation shall also exclude any incentive cash awards and/or bonuses paid to officers of the Company. Notwithstanding the foregoing provisions of this Section 1.10(a), if a Participant is scheduled to work a 12-hour shift (the “Shift”), the regularly-scheduled overtime for the Shift shall be included as Compensation, and is calculated by multiplying the Participant’s straight time hourly rate of pay by the number of regularly-scheduled overtime hours for the Shift for which the Participant is paid.

(b)

Military Service . For the Participant who resumes Employment after a period of unpaid military leave covered by the Uniformed Services Employment and Reemployment Rights Act of 1994, the Plan will impute Compensation in the amount he would have received if he had remained in active Employment, based on his rate of pay in effect when he began his leave and taking into account any promotion he would have received, or if that pay rate cannot be determined with certainty, the Plan will treat him as having Compensation equal to the amount he received during the 12-month period preceding his leave, or during the entire period of his Employment if shorter than 12 months.

(c)

Statutory Limit . Each Participant’s Compensation will be limited to $245,000 (as indexed under Section 401(a)(17) of the Code) for all purposes under the Plan. For purposes of determining benefit accruals in a plan year beginning after December 31, 2001, the annual compensation limit in this paragraph 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.

1.11

Controlled Group. Controlled Group means (i) the Company and each member of the group of corporations under at least 80% common control by or with the Company, within the meaning of Section 414(b) of the Code; (ii) each incorporated or unincorporated trade or business under common control with the Company, within the meaning of Section 414(c) of the Code; (iii) each organization which is within an affiliated service group with the Company, within the meaning of Section 414(m) of the Code; and (iv) any entity required to be aggregated with the Company under Section 414(o) of the Code.

1.12

Disability. Disability means a physical or mental incapacity which qualifies the disabled Participant for Social Security disability benefits.

1.13

Earliest Retirement Date. Earliest Retirement Date means the first day of the month coincident with or next following the month in which the Participant has both reached his 55 ^th birthday and completed 10 Years of Vesting Service.

1.14

Early Retirement Date. Early Retirement Date means the first day of the month on or after the Participant’s Earliest Retirement Date and before his Normal Retirement Date, when he actually retires.

1.15

Effective Date. Effective Date means January 1, 2009, the effective date of this restatement of the Plan, or as otherwise provided herein. The Plan was initially established effective January 31, 2001.

1.16

Eligible Employee. Each Employee other than (i) an Employee whose terms and conditions of employment are governed by a collective bargaining agreement, unless such agreement provides for his coverage 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 (as defined in Section 2.3), (iv) an individual who is deemed to be an Employee pursuant to Treasury regulations issued under Section 414(o) of the Code, (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), and (vi) an Employee of an entity that has been designated to participate in the Plan to the extent that such entity’s designation specifically excepts such Employee’s participation. Notwithstanding any provision of 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 of 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.

1.17

Employee. Employee means 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 (as defined in Section 2.3).

1.18

Employee Contributions. Employee Contributions are not required or permitted in this Plan. See Addendum A for rules impacting accumulated contributions in the Prior Plan.

1.19

Employer. Employer means the Company and each Controlled Group member which adopts the Plan and is identified in Addendum B. Dynegy Inc., the Plan Sponsor, is not a participating Employer.

1.20

Employment. Employment means the period during which an Employee is regularly employed by an Employer. For purposes of deferring the Benefit Commencement Date and suspending benefit payments upon reemployment, the Plan will treat periods of service with any Controlled Group member as if it were Employment under this Plan.

1.21

Employment Date. Employment Date means the date on which the Employee earned his first Hour of Service. The Employment Date of the nonvested Employee who resumed Employment after he incurred a Five-Year Break will be the date on which he earned his first Hour of Service after he resumed Employment.

1.22

ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and Regulations and rulings issued under ERISA.

1.23

Five-Year Break. Five-Year Break means five consecutive One-Year Breaks, which will cause the nonvested Participant to lose his pre-break Benefit Service and Vesting Service.

1.24

Highly Compensated Employee. Highly Compensated Employee means an Employee who performs service during the Determination Year and who:

(a)

Is a five percent (5%) owner as defined in Section 416(i)(1)(B)(i) of the Code, at any time during the Determination Year or the Look-back Year, or

(b)

An Employee who received 414(q) Compensation in excess of $80,000 during the Look-back Year and was in the Top-paid Group during the Look-back Year. The $80,000 limitation will be adjusted annually for increases in the cost of living in accordance with Section 415(d) of the Code.

A former Employee shall be treated as a Highly Compensated Employee if such former Employee had a separation year prior to the Determination Year and (i) was a Highly Compensated Employee when he separated from service, or (ii) was a Highly Compensated Employee at any time after attaining age 55.

A “separation year” is the Determination Year in which the Employee separates from service.

Notwithstanding anything to the contrary in this Plan, Sections 414(b), (c), (m), (n) and (o) of the Code are applied prior to determining whether an Employee is a Highly Compensated Employee.

For purposes of this Section 1.24,

(1)

“414(q) Compensation” means compensation as defined in Section 414(q)(4) of the Code.

(2)

“Determination Year” means the Plan Year for which the determination of who is a Highly Compensated Employee is being made.

(3)

“Look-back Year” means the twelve (12) month period preceding the Determination Year.

(4)

“Top-paid Group” means the top twenty percent (20%) of Employees when rated on the basis of 414(q) Compensation paid during the year. The number of Employees in the group will be determined in accordance with Section 414(q)(5) of the Code.

1.25

Hours of Service. Hour of Service means the following hours that are credited for eligibility.

(a)

Periods of Credit . Hours of Service will be credited for the following:

(1)

Working Hours . Each hour for which the Employee is paid or entitled to payment by an Employer for the performance of duties.

(2)

Nonworking Hours . Each hour for which the Employee is paid or is entitled to payment by an Employer on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity, layoff, jury duty, military duty, or leave of absence, whether or not his Employment has terminated.

(3)

Back Pay . Each hour for which back pay, without regard to mitigation of damages, is either awarded or agreed to by an Employer.

(b)

Periods of No Credit . Hours of Service will not be credited for the following:

(1)

Nonpayment . Periods during which the Employee is neither paid nor entitled to payment from his Employer.

(2)

Limited Number . Hours in excess of 501 in a single continuous period during which no duties are performed, except as provided in Subsection 1.43(b) for military leaves, parental leaves, and other approved leaves of absence.

(3)

Statutory Payments . Hours for which payment is made or due under a plan maintained solely for the purpose of complying with workers’ compensation, unemployment compensation, or disability insurance laws.

(4)

Double Back Pay . Back pay where credit has already been given for the hours to which the back pay relates.

(5)

Medical Expenses . A payment which solely reimburses an Employee for medical or medically related expenses incurred by him.

1.26

Normal Retirement Age. Normal Retirement Age means the Participant’s 65 ^th birthday.

1.27

Normal Retirement Date. Normal Retirement Date means the first day of the month coincident with or next following the month in which the Participant’s 65 ^th birthday occurs.

1.28

One-Year Break. One-Year Break means a twelve-consecutive-month period beginning on the Participant’s Termination Date and ending on the first anniversary of that date, during which he does not earn any Hours of Service. For purposes of determining whether an Employee has had a One-Year Break, the Committee will treat a leave protected under the Family and Medical Leave Act of 1993 as a period of active Employment.

1.29

Participant. Participant means an Eligible Employee participating in the Plan under Section 2.1. The term Participant is sometimes used to include active, vested terminated and/or retired Participants. Where the context indicates, the term Participant includes persons claiming benefits accrued by a Participant.

1.30 Plan. Plan means the Dynegy Northeast Generation, Inc. Retirement Income Plan .

1.31 Plan Administrator. Plan Administrator means the Committee.

1.32

Plan Year. Plan Year means each twelve consecutive month period beginning on January 1 and ending on December 31.

1.33

Prior Plan. Prior Plan means the Retirement Income Plan of Central Hudson Gas and Electric Corporation.

1.34 Plan Sponsor. Plan Sponsor means Dynegy Inc. (a Delaware corporation).

1.35

Qualified Optional Survivor Annuity. Qualified Optional Survivor Annuity means 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 Section 417(g) of the Code.

1.36

Social Security Retirement Age. Social Security Retirement Age means the age used as the Participant’s retirement age under Section 216(l)(4) of the Social Security Act. Each Participant’s Social Security Retirement Age will be the following age which relates to his year of birth:


Year of Birth		Social Security Retirement Age
Before 1938		65 years
1938 – 1954		66 years
After 1954		67 years

1.37

Spouse. Spouse means the individual to whom the Participant is legally married on the earlier of his date of death or his Benefit Commencement Date. In the event of a dispute, such status will be determined in accordance with applicable laws of the Participant’s state of domicile.

1.38

Termination Date. Termination Date means the earlier of (i) the date the Employee quits, retires, is discharged or dies; or (ii) the first anniversary of the beginning date of a paid or unpaid absence for any reason other than quit, retirement, discharge or death. A Termination Date will not occur during an authorized leave of absence which is included in Vesting Service under Section 1.43. The Termination Date of the Employee who quits, retires, is discharged or dies before the first anniversary of his authorized leave of absence (or the second anniversary for a parental leave) will be the date such event occurs. Accrual of Benefit Service and Vesting Service will cease on the Termination Date except as otherwise provided under Sections 1.42 and 1.43, respectively.

1.39

Trust (or Trust Fund). Trust (or Trust Fund) means the fund established to hold Plan assets and from which the Plan assets are distributed. When there is more than one Trust, the term “Trust” shall refer to all such Trusts.

1.40

Trustee. Trustee means the legal reserve life insurance company or trustee selected to hold and/or invest the Plan assets and if and when directed, to pay the benefits provided under the Plan. When there is more than one Trustee, the term “Trustee” shall refer to all such Trustees.

1.41 Vesting Service. See Section 1.43.

1.42

Years of Benefit Service (or Benefit Service). Years of Benefit Service (or Benefit Service) means the Participant’s whole and partial Years of Vesting Service subject to the following rules and exclusions:

(a)

Exclusions . The following periods will be excluded from Benefit Service:

(1)

Periods during which the Participant was not an Employee.

(2)

Periods of absence described in Subsection 1.43(b) (other than military service under (b)(1)) and Subsection 1.43(f).

(3)

Periods during which the Participant accrued vested benefits under another qualified defined benefit plan to which an Employer contributed, except as provided in Subsection (b).

(4)

Periods for which the Participant received a cash-out of his Accrued Benefit.

(5)

Periods during which the Participant failed to make any required Employee Contributions (including any waiting period before becoming eligible to participate).

(b)

Period Before an Employer Adopted the Plan . The Board will determine any Benefit Service to be credited for periods of service with an Employer before it adopted the Plan. In the event the Board grants retroactive Benefit Service, the Plan will offset any benefits previously accrued under the Employer’s qualified defined benefit plan(s).

(c)

Periods of Employment Before a Five-Year Break . The nonvested Participant who incurs a Five-Year Break will lose all of his credit for Benefit Service earned before his Five-Year Break. The vested Participant will retain all of his credit for Benefit Service regardless of the number of his One-Year Breaks.

(d)

Military Service . Each Participant will receive credit for Benefit Service as if his active Employment had continued during the period of his military service covered by the Uniformed Services Employment and Reemployment Rights Act of 1994, but only if he retains statutory reemployment rights and resumes Employment within 90 days after his honorable discharge from military duty, or during any other period prescribed by law.

1.43

Years of Vesting Service (or Vesting Service). Years of Vesting Service (or Vesting Service) means the period beginning on the Participant’s Employment Date and ending on his Termination Date, subject to the following rules:

(a)

Computation . Years of Vesting Service will be computed in whole and partial years, by measuring months from the Employment Date, counting each month as 1/12 year, aggregating noncontinuous partial months into whole 30-day months, and ignoring any remaining days.

(b)

Leaves of Absence . Except as provided in this Subsection, each Participant will be credited with Vesting Service as if his status as an Employee had continued during the period of his approved leave of absence granted under his Employer’s standard, uniformly-applied personnel policies, but only if he resumes active Employment promptly upon the expiration of his approved leave.

(1)

Military Service . Each Participant will receive credit for Vesting Service as if his active Employment had continued during the period of his military service covered by the Uniformed Services Employment and Reemployment rights Act of 1994, but only if he retains statutory reemployment rights and resumes Employment within 90 days after his honorable discharge from military duty, or during any other period prescribed by law.

(2)

Parental Leave . Each Participant will receive credit for Vesting Service for the period of a parental leave which does not extend beyond 12 months. If the leave continues beyond 12 months. the first anniversary of the date the leave began will be the Termination Date for purposes of crediting Vesting Service, and the second anniversary will be the Termination Date for purposes of determining when a Break in Service begins. The Plan will credit Vesting Service for the period between the first anniversary of the leave date and the date when the Participant resumes active Employment only if that date occurs before the second anniversary. The Termination Date of the Employee who quits, retires, is discharged or dies before the second anniversary of the parental leave will be the date such event occurs. A parental leave is an absence from active Employment by reason of pregnancy, childbirth, child adoption, and/or child care immediately following birth or adoption. The leave will be treated as any other absence unless the Employee timely provides to the Committee all information reasonably required to establish that the absence constitutes a parental leave.

(3)

Leaves of Absence . Vesting Service will include a period of absence that is approved under the Employer’s standard, uniformly-applied personnel policies. Vesting Service will include a period of unapproved absence only if the Participant resumes Employment within one year after his Termination Date.

(c)

Employment with a Controlled Group Member . Each Employee will receive credit for Vesting Service for the period of his employment with any Controlled Group member, whether or not it has adopted the Plan, beginning on the date the member became part of the Controlled Group.

(d)

Period Before an Employer Adopted the Plan . The Board will determine any Vesting Service to be credited for periods of employment with an Employer before it adopted the Plan, to the extent credit is not required under Subsection 1.43(c).

(e)

Employment Before a Five-Year Break . The nonvested Participant who incurs a Five-Year Break will lose all his credit for Vesting Service earned before his Five-Year Break. The vested Participant will retain all his credit for Vesting Service regardless of the number of his One-Year Breaks.

(f)

Service Spanning . If an Employee terminates Employment for any reason and resumes Employment within 12 months, the Plan will include his period of termination in his Vesting Service.

ARTICLE 2
Eligibility

2.1

Eligibility . Each Eligible Employee will begin participating in the Plan as of the first day of the month on or after he has completed his first 12 consecutive months of Employment. The Plan shall be frozen to eligibility and participation effective for any Employee with an Employment Date on or after January 1, 2009.

2.2 Participation Upon Reemployment .

	(a)		Vested Participants . The vested terminated Participant who resumes Employment at any time will resume participation as of the date he resumes Employment.

	(b)		Nonvested Participants .

(1)

Before Five-Year Break . The nonvested terminated Participant who resumes Employment before he incurs a Five-Year Break will resume participation as of the date he resumes Employment.

(2)

After Five-Year Break . The nonvested terminated Participant who resumes Employment after he has incurred a Five-Year Break will be treated as a new Employee under Section 2.1.

(c)

Nonparticipating Employees .

(1)

Before Five-Year Break . The nonparticipating terminated Employee who resumes Employment before he incurs a Five-Year Break will retain credit for his Employment before his Termination Date for purposes of determining his eligibility to begin participating under Section 2.1. If he met the eligibility requirements under Section 2.1 as of his Termination Date, he will begin participating as of the date he resumes Employment.

(2)

After Five-Year Break . The nonparticipating terminated Employee who resumes Employment after he has incurred a Five-Year Break will be treated as a new Employee under Section 2.1.

(d)

Notwithstanding any Plan provision to the contrary, effective for Plan Years beginning after December 31, 2008, terminated Employees, whether vested, nonvested, or nonparticipating, shall not be eligible to participate in the Plan upon resumption of Employment.

2.3

Leased Employees and Independent Contractors . Leased employees will be treated as Employees to the extent required under Section 414(n) of the Code, but will not be eligible to participate in this Plan. A leased employee shall be given credit for eligibility and Years of Vesting Service for the period during which he worked as a leased employee, under the rules described in Sections 1.43 and 2.1. However, the Plan will not give such credit if (i) the leased employee was covered by a money purchase plan sponsored by the leasing organization, with 10% contributions and immediate participation and vesting, and (ii) leased employees constitute no more than 20% of the Controlled Group’s nonhighly compensated employees. If an individual who has worked for an Employer as an independent contractor becomes an Employee, he will not receive credit for any purpose under the Plan until the date when he becomes an Employee. The term “leased employee” means each person who is not an employee of the Employer or a Controlled Group member but who performs services for the Employer or a Controlled Group member pursuant to an agreement (oral or written) between the Employer or a Controlled Group member and any leasing organization, provided that (i) such person has performed such services for the Employer or a Controlled Group member or for related persons (within the meaning of Section 144(a)(3) of the Code) 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 Group member.

2.4

Adoption of the Plan by a Controlled Group Member . A Controlled Group member may adopt the Plan by appropriate action of its board of directors or authorized officer(s) or representative(s), subject to approval of the Board and the Committee.

ARTICLE 3
Retirement Dates and Benefits

3.1

Normal Retirement .

(a)

Normal Retirement Date . Whether or not the Participant actually retires on the date on which he attains Normal Retirement Age, the Participant’s Normal Retirement Date will be the first day of the month coincident with or next following the month in which he reaches Normal Retirement Age. If he is not already vested, he will become fully vested in his Accrued Benefit on the date he reaches Normal Retirement Age.

(b)

Amount of Normal Retirement Benefit . The Plan will use the following formula to calculate the Accrued Benefit of each Participant who earns any Compensation on or after the date the sale closed in connection with the Asset Purchase and Sale Agreement dated as of August 7, 2000 between Central Hudson Gas and Electric Corporation and Dynegy Power Corporation. The Participant who retires on his Normal Retirement Date will receive a monthly benefit in an amount equal to 1/12 of the sum of the amounts described in Subsections (1), (2) and (3):

(1)

The sum of (A) plus (B) as follows:

(A)

2.0% of his Compensation for each Year of Benefit Service prior to the October 1 ^st coincident with or next following such Participant’s 50 ^th birthday.

(B)

2.5% of his Compensation for each Year of Benefit Service after the October 1 ^st coincident with or next following such Participant’s 50 ^th birthday.

(2)

Plan to Plan Transfer Benefit . The benefit transferred from the Prior Plan into this Plan following the date the sale closed in connection with the Asset Purchase and Sale Agreement dated as of August 7, 2000 among Central Hudson Gas and Electric Corporation, Consolidated Edison Company of New York, Inc., Niagara Mohawk Power Corporation and Dynegy Power Corporation. See Addendum A for historical documentation.

(3)

Supplementary Past Service Retirement Income . An amount equal to the sum of (i) and (ii), minus the sum of (iii), (iv) and (v), where (i) 1.40% of the Participant’s Average Earnings as of October 1, 2001 up to $35,000 plus (ii) 1.70% of Average Earnings in excess of $35,000 multiplied by Years of Benefit Service (not to exceed 50) while a Participant prior to October 1, 2001 (plus one year for Participants for whom the one-year eligibility period provisions then in effect were not waived), excluding Years of Benefit Service before January 1, 1933, for an employee who was a Participant continuously and Years of Benefit Service during which a Participant was eligible to accrue a retirement annuity under the Group Annuity Contract but failed to do so minus (iii) the portion of Future Service Retirement Income for the period prior to October 1, 2001, minus (iv) Past Service Retirement Income, and (v) the portion of Supplementary Past Service Retirement Income calculated in Subsection (A), (B), (C), (D), (E), (F), (G), (H), (I), and (J) of Addendum A. For purposes of the formula in this Subsection 3.1(b)(3), Average Earnings shall be the sum of the following Compensation for such Participant divided by 3:

	•		50% of Compensation at October 1, 1998

	•		100% of Compensation at October 1, 1999

	•		100% of Compensation at October 1, 2000

	•		50% of Compensation at October 1, 2001

In addition to the amount determined pursuant to the preceding provisions of this Section 3.1(b)(3), if any, for a Participant who terminates Employment on or after September 1, 2004, and whose Benefit Commencement Date is on or after October 1, 2004, an amount equal to (i) the sum of 1.4% of the Participant’s Average Earnings not in excess of $35,000, plus 1.7% of the Participant’s Average Earnings in excess of $35,000, multiplied by (ii) the Participant’s Years of Benefit Service (not to exceed 50) while a Participant prior to October 1, 2004 (plus one year for Participants for whom the one-year-eligibility period provisions then in effect were not waived), excluding Years of Benefit Service before January 1, 1933, for an employee who was a Participant continuously and Years of Benefit Service during which a Participant was eligible to accrue a retirement annuity under the Group Annuity Contract referred to in Appendix A hereof but failed to do so, reduced by the sum of (A) the Participant’s benefit under Section 3.1(b)(l) for the period prior to October 1, 2004, (B) the Participant’s Plan to Plan Transfer Benefit under Section 3.1(b)(2), if any, and (C) the Participant’s Supplementary Past Service Retirement Income under Section 3.1(b)(3) as of October 1, 2001, if any. For purposes of this paragraph of Section 3.1(b)(3), “Average Earnings” shall mean the sum of the following Compensation for a Participant divided by 3:

	•		50% of Compensation at October 1, 2001

	•		100% of Compensation at October 1, 2002

	•		100% of Compensation at October 1, 2003

	•		50% of Compensation at October 1, 2004

Notwithstanding the foregoing, for a Participant who terminates Employment on or after September 1, 2004 and prior to October 1, 2004, “Compensation at October 1, 2004” shall be determined in accordance with Section 1.10(a), but using such Participant’s annual base rate of earnings on his last day of Employment rather than October 1st. Further notwithstanding the foregoing, in no event shall a Participant receive less Supplementary Past Service Retirement Income after the addition of this paragraph to Section 3.1(b)(3) than such Participant would have received under Section 3.1(b)(3) immediately prior to such addition.

(2)

Social Security Supplement . In addition to the normal retirement benefit determined in Subsections (1), (2) and (3) above, if a Participant’s Normal Retirement Date occurs before his Social Security Retirement Age, a Social Security supplement will be payable equal to eighty percent (80%) of the primary monthly Social Security benefit that the Committee estimates the Participant will be entitled to receive at the Participant’s Social Security Retirement Age. Social Security supplements shall be payable through the month in which the Participant attains his Social Security Retirement Age; however, in no event shall more than 24 monthly Social Security supplement payments be made.

(c)

Benefit Commencement Date . The normal retirement benefit will be payable on the first day of each month beginning on the Participant’s Normal Retirement Date if he has retired.

(d)

Adjustment for Form of Payment . The normal retirement benefit payable to the Participant who receives a form of payment other than the Single Life Annuity will be adjusted as described in Section 4.3.

3.2

Suspension of Benefit Payments .

	(a)		Benefit Commencement Date . The delayed retirement benefit will be payable on the first day of each month beginning on the Participant’s Delayed Retirement Date.

	(b)		Notice to Participants who Delay Retirement .

(1)

The Committee shall furnish any Participant whose employment with the Employer or any Controlled Group member 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 29 CFR Section 2530.203-3. Upon such Participant’s subsequent termination of employment, his retirement benefit payable pursuant to Article IV shall be increased to the extent required, if at all, under such Regulations as provided in Subsection (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 Subsection (b)(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 Subsection 3.2(b) shall be increased to the extent required, if at all, under Section 401(a)(9)(C)(iii) of the Code in the event his employment or reemployment continues after April of the year immediately following the year he attains age 70 ¹ / 2 .

3.3

Early Retirement.

(a)

Early Retirement Date . The Participant’s Earliest Retirement Date is the first day of the month coincident with or next following the month in which he has both reached his 55 ^th birthday and completed 10 Years of Vesting Service. The Participant’s Early Retirement Date will be the first day of the month on or after his Earliest Retirement Date and before his Normal Retirement Date, when he actually retires.

(b)

Amount of Early Retirement Benefit . The Participant who retires before his Normal Retirement Date and elects to begin receiving his benefits early, will receive a monthly retirement benefit in the amount he could have received as a normal retirement benefit under Section 3.1, with no reduction for early payment. In addition, if the Participant’s Early Retirement Date occurs on or after the Participant’s 59 ^th birthday, a Social Security Supplement will be payable equal to eighty percent (80%) of the primary monthly Social Security benefit which the Committee estimates the Participant will be entitled to receive at the Participant’s Social Security Retirement Age. Participants retiring after age 59 but prior to age 60 shall not begin to receive a Social Security Supplement until reaching age 60. Social Security Supplement payments shall be payable through the month in which the Participant attains his Social Security Retirement Age; however, in no event shall more than 24 monthly Social Security Supplement payments be made.

(c)

Benefit Commencement Date . The Accrued Benefit of the Participant who retires early will be payable on the first day of each month beginning on his Normal Retirement Date, unless he elects to begin payments on an earlier date.

(d)

Adjustment for Form of Payment . The early retirement benefit payable to the Participant who receives a form of payment other than the Single Life Annuity will be adjusted as described in Section 4.3.

3.4

Delayed Retirement .

(a)

Delayed Retirement Date . The delayed retirement date of the Participant who continues Employment after his Normal Retirement Date will be the first day of the month following the month in which he actually retires.

(b)

Amount of Delayed Retirement Benefit . The Participant who retires on his delayed retirement date will receive a monthly delayed retirement benefit in an amount calculated under Subsection 3.1(b) as of his delayed retirement date. In addition, if a Participant’s delayed retirement date occurs before his Social Security Retirement Age, a Social Security supplement will be payable to such Participant in accordance with Section 3.1(b)(4). The Participant who continues active Employment after age 70 ¹ / 2 will receive the greater of (i) continued accruals, or (ii) an Actuarial Equivalent increase in his Accrued Benefit for the period between April 1 following the year in which he reaches age 70 ¹ / 2 and his delayed retirement date.

3.5

Termination of Employment .

(a)

Eligibility for Benefits . Each Participant will become fully vested in his Accrued Benefit as of the date he completes 5 Years of Vesting Service.

(1)

Nonvested Termination . The Participant who terminates Employment before he completes 5 Years of Vesting Service and before he reaches Normal Retirement Age will not receive any benefits under this Plan unless he resumes Employment and becomes vested.

(2)

Vested Termination . The Participant who terminates Employment after he has completed at least 5 Years of Vesting Service, for any reason other than retirement, disability or death, will be entitled to the monthly vested termination benefit described in Subsection (b).

(b)

Amount of Vested Termination Benefit . The vested Participant who terminates Employment will receive a vested termination benefit beginning on his Normal Retirement Date in the amount of his Accrued Benefit. However, the Participant may elect to begin receiving his benefits on the first day of any month coincident with or following his 55 ^th birthday, and his benefit will be reduced for early payment by 1/180 for each of the first sixty (60) months and further reduced by 1/360 for each of the next sixty (60) months by which his Benefit Commencement Date precedes his Normal Retirement Date.

(c)

Benefit Commencement Date . The vested termination benefit will be payable on the first day of each month beginning on the Participant’s Normal Retirement Date, unless he is eligible and elects to begin receiving benefits on an earlier Benefit Commencement Date.

(d)

Adjustment for Form of Payment . The vested termination benefit payable to the Participant who receives a form of payment other than the Single Life Annuity will be adjusted as described in Section 4.3.

3.6

Disability Retirement .

(a)

Eligibility . The Participant who incurs a Disability will be entitled to the retirement benefit described in this Section. The Participant must qualify for coverage under the Employer’s long term disability plan and must apply to receive Social Security disability benefits under the Social Security Act.

(b)

Amount of Retirement Benefit . The Participant who retires because of a Disability before age 60 will receive a monthly benefit in the amount he would have received as a normal retirement benefit under Section 3.1, calculated as if (i) his Employment had continued for purposes of Vesting Service and Benefit Service during the period he receives payments from the Employer’s long term disability plan, and (ii) his Compensation for the October 1 on or preceding his Disability commencement date had remained constant. Notwithstanding the foregoing, the Participant’s retirement benefit will not be less than the disability benefit he received from the Employer’s long term disability plan. The Disabled Participant who has at least 10 Years of Vesting Service may elect to begin receiving his benefits on an Early Retirement Date, in lieu of a Disability Retirement.

(c)

Benefit Commencement Date . The retirement benefit will be payable to the Disabled Participant on the first day of each month beginning on or following his attainment of age 60. If he is eligible, he may elect to begin receiving benefits on an Early Retirement Date, in lieu of a Disability Retirement.

(d)

Recovery and Resumption of Employment . The Disabled Participant who recovers and resumes Employment within the time required under rules adopted by the Committee and uniformly applied, and remains in Employment for at least one full year or resumes his Disability within one year, will be treated as if (i) his Employment had continued for purposes of Vesting Service and Benefit Service, and (ii) his Compensation for the October 1 on or preceding his Disability commencement date had remained constant throughout his period of Disability. With respect to a Disabled Participant who recovers and resumes Employment, but whose Compensation upon reemployment is less than that which the Disabled Participant received for the October 1 on or preceding his Disability, such Disabled Participant will be treated as if his Compensation for the October 1 on or preceding his Disability commencement date was still in effect upon reemployment.

(e)

Forfeiture of Disability Status . The Participant will not be entitled to the benefits described in this Section if his Disability results from any of the following: (i) continuing abuse of drugs or alcohol that is not protected under the Americans with Disabilities Act; (ii) injury or disease sustained while willfully participating in acts of violence, riots, civil insurrections or while committing a felony; (iii) injury or disease sustained while serving in any armed forces or as the result of warfare; (iv) injury or disease sustained after termination of Employment; (v) injury or disease sustained while working for anyone other than an Employer, which is directly attributable to such employment; or (vi) intentional, self-inflicted injury.

3.7

Reemployment .

(a)

Effect of Reemployment .

(1)

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 Group member, whether or not as an 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 3.7.

(2)

In the event a Participant is reemployed by an Employer or Controlled Group member, whether or not as an 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 Section 3.2.

(b)

Reemployment After Receipt of Monthly Payments . If a Participant described in Subsection (a)(1) above is reemployed as an Employee he shall resume benefit accruals pursuant to the applicable provisions of the Plan, subject to the modifications required by this Section 3.7. 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 Benefit Commencement 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 Section 411(a) of the Code and 29 CFR 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 seventy and one-half (70 ¹ / 2 ), an actuarial adjustment, if necessary, adequate to satisfy the requirements of Section 401(a)(9)(C)(iii) of the Code 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.

ARTICLE 4
Payment of Benefits

4.1

Normal Form of Payment .

(a)

Unmarried Participant . The normal form of benefit payable to the unmarried Participant will be the Single Life Annuity described in Subsection 4.3(a). The Participant may elect any optional form described in Section 4.3.

(b)

Married Participant . The normal form of benefit payable to the married Participant will be the Qualified Joint and Survivor Annuity described in Subsection 4.3(b). The Qualified Joint and Survivor Annuity is a reduced monthly benefit beginning on the Participant’s Benefit Commencement Date and payable throughout his lifetime, with 50% of that monthly amount continuing for life to his surviving Spouse, beginning on the first day of the month following the month in which his date of death occurs. In the event the Participant’s benefit had been subject to the Code Section 415 limitation described in Section 6.1, the Plan will calculate the amount payable to the surviving Spouse on the basis of the amount the Participant would have received if his benefit had not been subject to that limitation; provided that the Spouse’s benefit will not exceed 100 percent of the amount the Participant had received. The Participant may elect any optional form described in Section 4.3 but only if he has his Spouse’s written consent obtained under the procedures described in Section 4.2.

4.2

Election Procedures .

(a)

General Rules .

(1)

Except as provided in Subsections (a)(2) and (a)(3) below, within the period of time commencing 180 days (effective January 1, 2008) and ending thirty (30) days prior to his Benefit Commencement 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 4.1(b) 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 4.1(a) 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, his right to defer his Benefit Commencement Date; and (vii) if applicable, his right to a Direct Rollover pursuant to Section 4.4(c).

(2)

In the event the written notice described in Subsection (a)(1) above is provided to a Participant before his Benefit Commencement 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 Subsection (a)(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 Paragraph (A) above at least until the Benefit Commencement 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 Subsection (a)(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 Benefit Commencement Date is after the date such written notice is provided to the Participant.

The Participant’s Benefit Commencement Date may be prior to the date the Participant makes any affirmative benefit distribution election pursuant to this Subsection (a)(2) and prior to the date distribution is permitted to commence pursuant to Paragraph (B) above, provided that, except in a case due solely to administrative delay, distribution pursuant to such election shall commence not more than ninety (90) days after the written notice described in Subsection (a)(1) above is provided to the Participant.

(3)

In accordance with the conditions and requirements of this Subsection (a)(3) and of Section 417(a)(7) of the Code and the Treasury Regulations promulgated thereunder, a Participant who is eligible to do so may elect a retroactive Benefit Commencement Date with respect to the distribution of his retirement benefit. For purposes of the Plan, a retroactive Benefit Commencement Date (“RASD”) means an Benefit Commencement Date affirmatively elected by a Participant which is on or before the date the written notice described in Subsection (a)(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 Subsection (a)(1) above prior to his Benefit Commencement Date and, solely due to administrative delay, such written notice is provided to the Participant on or after his Benefit Commencement 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 Date;

(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 Benefit Commencement 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 Benefit Commencement Date after the date the written notice described in Subsection (c)(1) above is provided to the Participant;

(v)

Any distribution (including appropriate interest adjustments) based on the RASD must satisfy the requirements of Section 415 of the Code if the date the distribution is to commence is substituted for the Benefit Commencement Date for all purposes, including for purposes of determining the applicable interest rate and the applicable mortality table as described in Subsection 1.2(b); provided, however, satisfaction of such requirement is not required in the case of a distribution in the form of an annuity described in Section 4.1 or Section 4.3 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 Section 417(e)(3) of the Code 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 as described in Subsection 1.2(b) 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 as described in Subsection 1.2(b) for such period on such missed payment or payments);

(C)

The written notice described in Subsection (a)(1) above must generally be provided to the Participant not less than 30 days nor more than 180 days (effective January 1, 2008) 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 30 days prior to the date of such first payment if the requirements of Subsection (a)(2) above would be satisfied when such date is substituted for the Benefit Commencement Date in applying the requirements of such Subsection other than the requirements described in the final sentence of such Subsection; and, provided, further, that, except in a case due solely to administrative delay, the date of such first payment shall be not more than 180 days (effective January 1, 2008) after such written notice is provided to the Participant.

(4)

For purposes of this Subsection 4.2(a), 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 Subsections (a)(2) and (a)(3) above, the 180-day period (effective January 1, 2008) ending on the Participant’s Benefit Commencement Date.

(B)

The term “Qualified Election” shall mean an election to waive the applicable standard form of annuity, and, effective January 1, 2008, 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 Subsection (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.

(b)

Election of 100%, 75% or 50% Joint and Survivor Annuity . The married Participant may elect to receive a 100%, 75% or 50% Joint and Survivor Annuity with his Spouse as his joint annuitant, and he will not be required to have his Spouse’s consent to make the election.

(c)

Election Concerning Form of Benefit . Any Participant who would otherwise receive the standard form of benefit described in Section 4.1 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 Subsection 4.2(a)(4)(A) as a Qualified Election as described in Subsection 4.2(a)(4)(B).

(d)

Election . Notwithstanding any provision of the Plan to the contrary, but subject to Section 4.6 of the Plan, a Participant, other than a Participant whose present value of his vested 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.

4.3

Description of Forms of Payment . The value of each of the following forms of payment will be the Actuarial Equivalent of the benefit that would be payable to the Participant as a Single Life Annuity.

(a)

Single Life Annuity . The Single Life Annuity is a monthly benefit in the amount determined under the applicable provision of Article 3, beginning on the Participant’s Benefit Commencement Date and payable throughout his lifetime, ending with the last payment due on the first day of the month preceding the month in which his death occurs.

(b)

Joint and Survivor Annuity . The Joint and Survivor Annuity is a reduced monthly benefit beginning on the Participant’s Benefit Commencement Date and payable throughout his lifetime, with either 30%, 40%, 50%, 75% or 100%, as elected by the Participant, of that monthly amount continuing for life to his surviving joint annuitant, beginning on the first day of the month in which the Participant’s date of death occurs. If the designated joint annuitant predeceases the Participant while the Participant is receiving retirement payments, then, the Participant’s monthly benefit will increase to the amount he would have been receiving under the Plan had the Participant originally elected the Single Life Annuity. This increase is effective the first day of the month after the death of the Participant’s designated joint annuitant.

4.4

Cash-Out .

(a)

Vested Participant . As soon as practicable after the Termination Date of the Participant whose Accrued Benefit has a present value not greater than $1,000, the Committee will pay his entire benefit in the form of a lump sum payment. In the event benefit payments have begun to a Participant or surviving Spouse, and the Accrued Benefit had a present value no greater than $1,000 as of the Benefit Commencement Date, the Committee will cash out the remaining benefit only if the Participant and his Spouse, or his surviving Spouse if he is deceased, consent in writing. The Committee need not obtain consent from a non-Spouse beneficiary.

(b)

Nonvested Participant (Zero Cash-out) . Regardless of the present value of his Accrued Benefit, each nonvested Participant will be considered to have received a constructive cash-out of his entire Accrued Benefit as of his Termination Date. In the event such Participant resumes Employment before he incurs a Five-Year Break, he will be considered to have repaid his constructive cash-out as of the date he resumes Employment.

(c)

Direct Rollover of Lump Sum Payments .

(1)

The retired or terminated vested Participant who receives a lump sum may instruct the Committee to transfer all or part of his lump sum payment to an eligible retirement plan, as defined below. The Participant must timely provide in writing all information required to effect the transfer. Since the lump sum payment will not be greater than $1,000, the Spouse’s consent will not be required. A surviving Spouse or Spousal alternate payee under a qualified domestic relations order who receives a lump sum payment may instruct the Committee to transfer all or part of the payment to an IRA, and must timely provide in writing all information required to effect the transfer. A Spousal alternate payee under a qualified domestic relations order may also roll over to another employer’s qualified plan. The Committee will provide timely notice of the right to make a direct-plan transfer. However, any lump sum payment less than $200, any payment required under Section 401(a)(9) of the Code, and any distribution on account of hardship shall not be eligible for direct rollover.

(2)

An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (that agrees to separately account for amounts transferred into such plan from this Plan) that accepts the distributee’s eligible rollover distribution. Effective January 1, 2008, an eligible retirement plan is also an individual retirement account described in Section 408A of the Code (a “Roth IRA”). However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. 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 the Alternate Payee under a “qualified domestic relations order.”

4.5

Effect of Death on Forms of Payment .

(a)

Death of Spouse or Beneficiary Before Benefits Begin . If the Participant’s benefit is payable in any form with a survivor benefit and his Spouse or designated beneficiary dies before his Benefit Commencement Date, the survivor form of payment will not become effective, and he will instead receive his retirement benefit as a Single Life Annuity unless he properly elects another form before his Benefit Commencement Date.

(b)

Death of Participant Before Benefits Begin . If the Participant’s benefit is payable in any form with a survivor benefit and he dies before his Benefit Commencement Date, his Spouse or other beneficiary will not be entitled to any benefits under any such form. His surviving Spouse will be entitled only to the preretirement death benefit payable under Article 5.

(c)

Death of Spouse or Beneficiary After Benefits Begin . If the Participant’s benefit has begun in any form with a survivor benefit and his Spouse or other beneficiary dies before he does, then, the Participant’s monthly benefit will increase to the amount he would have been receiving under the Plan had the Participant originally elected the Single Life Annuity. This increase is effective the first day of the month after the death of the Participant’s designated joint annuitant.

(d)

Death of Participant After Benefits Begin . If the Participant dies after his benefits have begun, no death benefit will be payable except to the extent provided under the form of benefit he was receiving.

4.6

Required Distribution Rules .

(a)

Payment to the Participant . 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 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.

However, unless the Participant elects otherwise, the Plan will begin payment of his Accrued Benefit no later than the 60 ^th day after the end of the Plan Year in which occurs the latest of: (1) his 65 ^th birthday; (2) the tenth anniversary of the date he began participating in the Plan; or (3) his Termination Date.

(b)

Participant’s Death Before Benefits Begin . If the Participant dies before his Benefit Commencement Date, the only preretirement death benefit payable under the Plan is the benefit payable to the surviving Spouse (if any) under Article 5. 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.

(c)

Participant’s Death After Benefits Begin . If the Participant dies after his Benefit Commencement Date, his remaining Accrued Benefit will be paid at least as rapidly as under the method of payment in effect before his death.

(d)

Compliance with Section 401(a)(9) of the Code . 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 Section 401(a)(9) of the Code 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 Section 401(a)(9) of the Code, that Code Section will prevail.

4.7

Payment on Participant’s Behalf .

(a)

Payment to the Participant’s Representative . If the Participant is incompetent to handle his affairs on his Benefit Commencement Date or thereafter, or cannot be located after reasonable effort, the Committee will make payments to his court-appointed personal representative, or if none is appointed the Committee may in its discretion make payments to his next-of-kin. The Committee may request a court of competent jurisdiction to determine the payee.

(b)

Payment to Minor or Incompetent Beneficiaries . In the event the deceased Participant’s beneficiary is a minor, or is legally incompetent, or cannot be located, the Committee will make payment to the court-appointed guardian or representative of such beneficiary, or to a trust established for the benefit of such beneficiary, as applicable.

(c)

Judicial Determination . In the event the Committee considers it necessary, it may have a court of applicable jurisdiction determine to whom payments should be made, in which event all expenses incurred in obtaining the determination may be charged against the payee.

4.8

Unclaimed Benefits . In the event the Committee cannot locate any person entitled to receive the Participant’s vested Accrued Benefit, with reasonable effort and after a period of five years, his interest will be canceled but will be reinstated within 60 days after he is located, as required under Treasury Regulations Section 1.401(a)-14(d) or any other applicable law. The Committee will pay any required retroactive payment in a single sum without adjustment for interest.

4.9

Correction of Mistakes . In the event the Committee discovers that a mistake has been made in the calculation of the benefit amount payable to any Participant or beneficiary, it will correct the mistake as soon as practicable. If an overpayment in monthly payments has been made, the Committee will reduce future monthly benefit payments to the extent necessary to recover the overpayment within a reasonable period of time. If an overpayment has been made in a lump sum, the Committee will seek cash reimbursement. If an underpayment in monthly payments has been made, the Committee either will pay the Actuarial Equivalent present value of the underpayment in a single sum, or will increase future monthly benefit payments to the extent necessary to pay Actuarial Equivalent present value of the underpayment within a reasonable period of time. If an underpayment has been made in a lump sum, the Committee will pay the Actuarial Equivalent present value of the underpayment in a single sum. However, if the Committee determines that the burden or expense of seeking recovery of any overpayment would be greater than the potential recovery warrants, it may in its discretion forego recovery efforts. If a mistake in any communication creates a risk of loss to any Participant or beneficiary, the Plan will take reasonable steps to mitigate such risk, such as making de minimis variances from Plan provisions (including but not limited to forms and timing of payment), to the extent any such variance would comply with applicable qualification requirements if it were set forth in written provisions of the Plan.

ARTICLE 5
Preretirement Death Benefits

5.1

Married Vested Participant . The surviving Spouse of the vested Participant who dies before his Benefit Commencement Date will receive the monthly preretirement death benefit described in this Section.

(a)

Coverage for Surviving Spouse Only . The preretirement death benefit coverage will become effective on the later of (i) the date the Participant becomes vested, or (ii) the date he becomes married. The coverage will remain in effect until the earlier of (i) the date the Participant becomes unmarried for any reason, (ii) the Participant’s date of death, or (iii) the Benefit Commencement Date. The coverage will remain in effect whether or not the Participant continues in Employment. The Plan will provide the death benefit without any charge for the cost of coverage and without reduction in the benefit payable to the Participant or surviving Spouse to account for the cost of coverage.

(b)

Amount of Spouse’s Preretirement Death Benefit . If the present value of the survivor benefit is not greater than $1,000, the Committee will pay the entire benefit to the surviving Spouse in a lump sum payment. Otherwise, the surviving Spouse will receive a monthly benefit equal to the amount that would have been payable to the Participant as a Single Life Annuity, based on his Accrued Benefit earned as of his date of death. The Plan will apply the Code Section 415 limitations described in Section 6.1 to the Spouse’s benefit as if the Spouse were the Participant. In the event the surviving Spouse elects to begin receiving benefits before the date that would have been the Participant’s Normal Retirement Date if he had survived, the amount of the benefit will be reduced by the early retirement reduction factor described in Subsection 3.3(b) if any.

(c)

Beginning Date of Spouse’s Preretirement Death Benefit . The preretirement death benefit will normally become payable to the surviving Spouse on the date that would have been the Participant’s Normal Retirement Date if he had survived. However, the surviving Spouse of the Participant who dies before his Earliest Retirement Date may elect to begin receiving benefits on the date that would have been the Participant’s Earliest Retirement Date if he had survived. The surviving Spouse of the Participant who dies after his Earliest Retirement Date may elect to begin receiving benefits as of the first day of the month following the month in which the Participant’s date of death occurs. Benefit payments will be made as of the first day of each month, with the final payment due on the first day of the month preceding the month in which the Spouse’s death occurs.

5.2

Unmarried Participant or Nonvested Participant . The Participant who either does not have a surviving Spouse, or is not vested on his date of death, will not have any preretirement death benefit coverage under the Plan.

ARTICLE 6
Limitations on Benefit Amounts

6.1

Limitations Imposed by Section 415 of the Internal Revenue Code :

(a)

The limitations of this Section 6.1 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 B

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