FOURTH AMENDED AND RESTATED CHAMPION LABORATORIES PENSION PLAN

Employee Benefits Plan Agreement

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UCI HOLDCO, INC. | Pyroil Company

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Title: FOURTH AMENDED AND RESTATED CHAMPION LABORATORIES PENSION PLAN
Governing Law: Illinois Date: 11/6/2007

Search Employee Benefits Plan Agreement by:

Exhibit 10.7

FOURTH AMENDED AND RESTATED
CHAMPION LABORATORIES
PENSION PLAN

As Amended and Restated
Effective as of January 1, 1997
(Except as otherwise set forth herein)

FOURTH AMENDED AND RESTATED
CHAMPION LABORATORIES
PENSION PLAN

TABLE OF CONTENTS


		Page

ARTICLE I PURPOSE			1
ARTICLE II DEFINITIONS			3
	2.1 Accrued Benefit		3
	2.2 Actuarial (or Actuarially) Equivalent		3
	2.3 Anniversary Date		3
	2.4 Beneficiary		3
	2.5 Benefit Commencement Date		3
	2.6 Board		3
	2.7 Break in Service		3
	2.8 Childbirth Leave Hours		4
	2.9 Code		4
	2.10 Committee		4
	2.11 Company		4
	2.12 Compensation		5
	2.13 Continuous Employment		5
	2.14 Disability		5
	2.15 Effective Date		5
	2.16 Employee		5
	2.17 Employer		6
	2.18 Entry Date		6


		Page

	2.19 ERISA		6
	2.20 Highly Compensated Employee		7
	2.21 Hour of Service		8
	2.22 Key Employee		9
	2.23 Key Employee Test Period		11
	2.24 Leave of Absence		11
	2.25 Non-Key Employee		11
	2.26 Normal Retirement Age		11
	2.27 Normal Retirement Date		11
	2.28 Participant		11
	2.29 Pension		11
	2.30 Plan Year		11
	2.31 Qualified Domestic Relations Order		11
	2.32 Qualified Military Service		12
	2.33 Related Company		12
	2.34 Retirement		12
	2.35 Top-Heavy Determination Date		12
	2.36 Top-Heavy Year		13
	2.37 Transfer		14
	2.38 Trust Fund		14
	2.39 Trustee		14
	2.40 Year of Service		15
ARTICLE III PARTICIPATION			16
	3.1 Eligibility to Participate		16
	3.2 Duration of Participation		16

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		Page

	3.3 Participation Upon Re-Employment		16
ARTICLE IV CONTINUOUS EMPLOYMENT			18
	4.1 Determination of Continuous Employment		18
	4.2 Break in Service		18
	4.3 Transfers		18
	4.4 Benefits Related to Military Service		19
ARTICLE V REQUIREMENTS FOR PENSIONS			20
	5.1 Normal Retirement		20
	5.2 Early Retirement		20
	5.3 Disability Retirement		20
	5.4 Deferred Vested Pension		20
	5.5 Deferred Vested Pension in Top-Heavy Years		21
	5.6 Vesting Following Plan Amendment		21
ARTICLE VI AMOUNT OF PENSIONS			22
	6.1 Benefits Generally		22
	6.2 Normal Retirement Pension		22
	6.3 Early Retirement Pension		23
	6.4 Disability Retirement Pension		23
	6.5 Deferred Vested Pension		23
	6.6 Benefits for Former Participants		23
	6.7 Maximum Pensions		23
	6.8 Combined Plan Limitation		26
	6.9 Additional Restrictions		27
	6.10 Conditions Affecting Pensions		28
	6.11 Minimum Benefits in Top-Heavy Years		28


		Page

ARTICLE VII FORM AND PAYMENT OF PENSIONS			30
	7.1 Payment of Pensions		30
	7.2 Survivorship Benefits		31
	7.3 Optional Forms of Benefits		32
	7.4 Election Procedures		33
	7.5 Small Pensions		35
	7.6 Designation of Beneficiaries		36
	7.7 Benefit Commencement Date		36
	7.8 Employment After Normal Retirement Age		36
ARTICLE VIII APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND GENERAL PROVISIONS			38
	8.1 Advance Written Applications Required		38
	8.2 Information Required		38
	8.3 Denial of Benefits		38
	8.4 Review Procedure		39
	8.5 Responsibility for Correctness of Address		40
	8.6 Payments for Incompetents		40
	8.7 Non-Alienation of Benefits		40
ARTICLE IX ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR			41
	9.1 Appointment of Committee		41
	9.2 Committee Actions		41
	9.3 Resignation or Removal of Committee Member		41
	9.4 Powers and Duties of Committee		42
	9.5 Discharge of Fiduciary Responsibilities		43
	9.6 Records Required		43


		Page

	9.7 Indemnification		43
	9.8 Liability of Committee		43
	9.9 Plan Administrator		44
ARTICLE X CONTRIBUTIONS AND FUNDING			45
	10.1 General		45
	10.2 Amount of Contributions		45
	10.3 Payment of Contributions		45
	10.4 Time for Payment		45
	10.5 Forfeitures		45
	10.6 Payment of Benefits and Expenses		45
	10.7 Participant Contributions		45
ARTICLE XI EMPLOYEE RIGHTS			46
	11.1 Benefits of Participants and Beneficiaries		46
	11.2 Protection from Reprisal		46
	11.3 Non-Guarantee of Employment		46
	11.4 Nonforfeitability of Benefits		46
	11.5 No Decrease in Benefits		46
ARTICLE XII AMENDMENT AND TERMINATION			47
	12.1 Permanency		47
	12.2 Amendments		47
	12.3 Permanent Discontinuance of Contributions		47
	12.4 Termination		47
	12.5 Partial Termination		48
	12.6 Liquidation of Trust Fund		48
	12.7 Allocation Procedures		49


		Page

	12.8 Distribution Procedures		50
	12.9 Residual Amounts		51
	12.10 Merger, Consolidation or Transfer of Assets or Liabilities		51
	12.11 Withdrawal		51
ARTICLE XIII NO REVERSION TO EMPLOYER			52
	13.1 Trust Fund Recovery		52
ARTICLE XIV MULTIPLE EMPLOYERS			53
ARTICLE XV MISCELLANEOUS			54
	15.1 Limitation of Liability		54
	15.2 Reference to Other Documents		54
	15.3 Governing Law		54
	15.4 Severability		54
	15.5 Litigation		54
	15.6 Conformance with Code and ERISA		54
	15.7 Adequacy of Evidence		55
	15.8 Waiver of Notice		55
	15.9 Successors		55
	15.10 Validity of Actions		55
	EXHIBIT

vii

ARTICLE I

Purpose

Effective as of January 1, 1972, Pyroil Company, a Delaware corporation, adopted the Pyroil-Champion Pension Plan (the “Champ Plan”), a defined benefit pension plan, for the exclusive benefit of its eligible employees. On July 31, 1974, Pyroil Company merged with Champion Laboratories, Incorporated, a Connecticut corporation to form Champion Laboratories, Inc., a Delaware Corporation. On June 20, 1975, Chalab, Inc., a Delaware corporation (the “Employer”), acquired certain of the assets of Champion Laboratories, Inc. and, in connection therewith, agreed to establish the Chalab Pension Plan (the “Chalab Plan” ), a defined benefit pension plan, for the exclusive benefit of the participants in the Champ Plan as of June 19, 1975, and its eligible employees.

Effective as of January 1, 1976, the Chalab Plan was amended and restated in its entirety by the Employer as the Amended and Restated Champion Laboratories Pension Plan (the “Amended Plan”) for the purpose of incorporating into a single document all pre-1976 amendments to the Chalab Plan and new amendments required in order to comply with the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) without adversely affecting the benefits paid to or accrued on behalf of any Participant.

Effective January 1, 1985, the Employer and Luber-Finer, Incorporated, a Delaware corporation (“Luber-Finer”), amended and restated the Amended Plan in its entirety as the Second Amended and Restated Champion Laboratories and Luber-Finer Pension Plan (the “1985 Plan”) for the purpose of incorporating into a single document both all prior amendments to the Amended Plan and those additional amendments required in order for the 1985 Plan to assume the pensions previously provided under the Amended and Restated Luber-Finer, Incorporated Pension Plan (the “Luber-Finer Plan”) and to comply with the applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984, all without adversely affecting the benefits paid to or accrued on behalf of any Participant.

Effective January 1, 1993, Luber-Finer, Inc. was merged into Champion Laboratories, Inc.

The 1985 Plan was amended and restated in its entirety as the Third Amended and Restated Champion Laboratories Pension Plan (the “1989 Plan”) for the purpose of incorporating into a single document both all amendments to the 1985 Plan which had previously been made and new amendments required in order to comply with the applicable provisions of the Tax Reform Act of 1986 and subsequent legislation without adversely affecting the benefits paid to or accrued on behalf of any Participant.

The 1989 Plan is hereby amended and restated in its entirety as the Fourth Amended and Restated Champion Laboratories Pension Plan (the “Plan”) effective as of January 1, 1997; and such other dates as are provided herein, in order to comply with changes in law. This amendment and restatement also includes amendments adopted through December 31, 2001,

including amendments intended to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001.

The provisions of the Plan shall apply only to a Participant who retires or otherwise terminates his employment on or after January 1, 1997 (the “Effective Date”). Except as otherwise specifically provided herein, a former Participant’s eligibility for benefits and the amount of benefits, if any, payable to or on behalf of a former Participant shall be determined in accordance with the provisions of either the Champ Plan, the Chalab Plan, the Amended Plan, the Luber-Finer Plan, the 1985 Plan or the 1989 Plan, as the case may be, as was in effect on the date that his employment terminated. Notwithstanding the foregoing, any provision of the Plan that is required to have an earlier effective date in order to continue the Plan’s qualified status under Section 401(a) of the Code shall be effective as of such earlier date.

ARTICLE II

Definitions

When used herein, the following words and terms shall have the respective meanings hereinafter set forth, unless a different meaning is clearly required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural, and vice versa, and the masculine gender shall be deemed to include the feminine gender, and vice versa, unless a different meaning is clearly required by the context.

2.1 Accrued Benefit . The monthly amount payable to a Participant at his Normal Retirement Age as determined in accordance with the provisions of Section 6.2, considering the Participant’s years of Continuous Employment and his Compensation at the date of determination.

2.2 Actuarial (or Actuarially) Equivalent . Equality in present value in the aggregate amounts expected to be received under different forms of payment, based on actuarial assumptions selected, from time to time, by an actuary. The actuarial assumptions used in the Plan are set forth in Exhibit A attached hereto and made a part hereof. In the event that the actuarial assumptions set forth in Exhibit A shall be changed, the Actuarial Equivalent of a Participant’s Accrued Benefit on or after the date of such amendment shall be equal to the greater of (a) the Actuarial Equivalent of his Accrued Benefit as of such date computed on the basis of the prior actuarial assumptions or (b) the Actuarial Equivalent of his Accrued Benefit as of the date of the Participant’s Retirement computed on the basis of the new actuarial assumptions.

2.3 Anniversary Date . The last day of each Plan Year .

2.4 Beneficiary . Any person (natural or otherwise) entitled to receive any benefits which may become payable upon or after a Participant’s death.

2.5 Benefit Commencement Date . The date on which the payment of a Participant’s benefit commences, as determined in accordance with the provisions of Section 7.7.

2.6 Board . The Board of Directors of Champion Laboratories, Inc.

2.7 Break in Service .

(a) Except as otherwise provided under paragraphs (b) and (c), a period of one or more consecutive Plan Years during which an Employee has not completed more than five hundred (500) Hours of Service with the Employer, the Company and all Related Companies. An Employee shall not incur a Break in Service solely because he fails to complete more than five hundred (500) Hours of Service with the Company and all Related Companies during the twelve (12) month computation period beginning on his employment commencement date.

(b) Notwithstanding the provisions of paragraph (a), a Plan Year shall not be included in a Break in Service if the sum of the Employee’s Hours of Service completed during

such Plan Year plus the Employee’s Childbirth Leave Hours (as hereinafter defined) attributable to such Plan Year exceeds five hundred (500).

(c) Notwithstanding the provisions of paragraph (a), a Plan Year shall not be included in a Break in Service if the Employee would have completed at least five hundred (500) Hours of Service but for a Leave of Absence as the result of Qualified Military Service, or a Leave of Absence to which the Employee is entitled under the Family and Medical Leave Act of 1993, provided that such Employee returns to the Company within the period of time required for his re-employment rights to be protected by applicable law.

2.8 Childbirth Leave Hours .

(a) An Employee’s Childbirth Leave Hours shall be the number of Hours of Service (but not in excess of five hundred one (501) for any one continuous period of absence) which the Employee would have completed but for the fact that the Employee is absent from the employment of the Employer, the Company, and all Related Companies: (i) by reason of the pregnancy of the Employee, (ii) by reason of the birth of a child of the Employee, (iii) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement; provided, however, that in the case of any Employee with respect to whom it is not possible to determine the number of Hours of Service which such Employee would have completed but for such absence, such Employee shall be credited with eight (8) Childbirth Leave Hours for each work day of such absence; and further provided that an hour which is considered an Hour of Service under Section 2.21(a)(2) shall not also be considered a Childbirth Leave Hour.

(b) All Childbirth Leave Hours for any period of absence shall be attributed to the Plan Year during which such period off absence begins if the result of such attribution is to prevent such Plan Year from being considered a Break in Service; otherwise, all Childbirth Leave Hours shall be attributed to the immediately following Plan Year.

(c) The Committee shall adopt regulations under which an Employee may be required to furnish reasonable information on a timely basis establishing the number of Childbirth Leave Hours to which such Employee is entitled with respect to any period of absence from employment, and any Employee who fails to furnish such information with respect to any period of absence shall not be credited with any Childbirth Leave Hours for such period of absence.

2.9 Code . The Internal Revenue Code of 1986, as now in effect or as hereafter amended, and any regulation issued pursuant thereto by the Internal Revenue Service.

2.10 Committee . The Administrative Committee appointed by the Board pursuant to the provisions of Article IX to administer the Plan.

2.11 Company . UIS, Inc. (formerly known as United Industrial Syndicate, Inc.), a New York corporation, or any predecessor or successor to it. Anything to the contrary notwithstanding, a mere change in the identity, form or organization of the Company shall not

affect its status under the Plan in any manner and, if the corporate name of the Company is hereafter changed, all references herein to the Company shall be deemed to refer to the Company as it is then known.

2.12 Compensation .

(a) Except as otherwise provided in paragraph (b), all amounts paid or accrued during the Plan Year by the Employer, the Company and all Related Companies to or for the benefit of an Employee as remuneration for personal services rendered, but excluding expense allowances and contributions to any employee benefit plan (other than contributions made by the Employer, Company or Related Company to an employee benefit plan for the benefit of the Employee pursuant to a cash or deferred arrangement described in Code Section 401(k), a cafeteria plan described in Code Section 125 or, effective January 1, 1998, any elective amounts excludable from gross income under Code Section 132(f)(4)).

(b) For purposes of determining a Participant’s Accrued Benefit, the Compensation which shall be taken into consideration in any Plan Year (including Plan Years prior to the Effective Date) shall not exceed One Hundred Sixty Thousand Dollars ($160,000), or, effective January 1, 2002, Two Hundred Thousand Dollars ($200,000), as adjusted pursuant to Section 401(a)(17) of the Code.

(c) For purposes of both Sections 2.12(a) and 2.12(b), a Participant who is reemployed following Qualified Military Service shall be deemed to receive Compensation during such Qualified Military Service based on the rate of pay the Participant would have received during such Qualified Military Service, or if such rate is not reasonably certain, based on his average Compensation during the twelve month period (or, if shorter, the total period of employment) immediately preceding the Qualified Military Service.

2.13 Continuous Employment . The period of a Participant’s employment which is considered in the determination of both his eligibility for benefits under the Plan and the amount of benefits payable to or on his behalf under the Plan, as determined pursuant to the provisions of Article IV.

2.14 Disability . A physical or mental condition which totally and presumably permanently prevents a Participant from engaging in any substantially gainful occupation or employment for wage or profit as a result of bodily injury or disease, either occupational or non-occupational in cause. Disability shall be presumed to be present if the Participant receives disability benefits under the Social Security Act. A determination of Disability pursuant to the provisions of the Plan shall not be construed to be an admission of disability by the Employer in regard to any other claim of disability brought by the Employee against the Employer.

2.15 Effective Date . January 1, 1997 (except as otherwise set forth herein).

2.16 Employee . Any person employed by and receiving Compensation for services rendered to the Employer, the Company or any Related Company. The term “Employee” shall also include any person (a “Leased Employee”) who performs services for the Employer, the

Company or any Related Company under the primary direction or control of the Employer, the Company or any Related Company on a substantially full-time basis pursuant to an agreement between the Employer, the Company or such Related Company and any third person (the “Leasing Organization”), unless:

(a) the Leased Employee is covered by a money purchase pension plan maintained by the Leasing Organization and providing for contributions equal to at least ten percent (10%) of the Leased Employee’s compensation (without regard to integration with Social Security) providing for full and immediate vesting of all such contributions and, providing that each employee of the Leasing Organization (other than employees who perform substantially all of their services for the Leasing Organization) immediately participate in such plan (other than employees whose compensation from the Leasing Organization for each of the plan years in the four plan year period ending with the plan year under determination is less than One Thousand Dollars ($1,000)); and

(b) persons who would be Leased Employees but for this sentence do not comprise more than twenty percent (20%) of the number of Employees (excluding Leased Employees) who have performed services for the Employer, the Company or a Related Company on a substantially full-time basis for at least one year and persons who would be Leased Employees but for this sentence, excluding in each case any Highly Compensated Employee.

For purposes of Article III, a Leased Employee shall not be considered to be an Employee until he has provided such services to the Employer, the Company or a Related Company for at least one year, but thereafter the Leased Employee’s Years of Service and years of Continuous Employment shall be determined on the basis of the entire period that the Leased Employee has performed services for any such persons. Solely for purposes of the definition of Leased Employee, the term “Related Company” should also include any person related to the Employer, the Company or a Related Company within the meaning of Section 144(a)(3) of the Code.

2.17 Employer . Champion Laboratories, Inc. (formerly known as Chalab, Inc.) a Delaware corporation which is a subsidiary of the Company, or any predecessor or successor to it. The term “Employer” shall also include (i) Luber-Finer, Incorporated, a Delaware corporation (“Luber-Finer”), which is also a subsidiary of the Company, and any predecessor or successor to Luber-Finer and any other corporation that adopts the Plan for the exclusive benefit of its eligible employees. Anything to the contrary notwithstanding, a mere change in the identity, form or organization of the Employer shall not affect its status under the Plan in any manner and, if the corporate name of the Employer is hereafter changed, all references herein to the Employer shall be deemed to refer to the Employer as it is then known.

2.18 Entry Date . The first day of each calendar month during the Plan Year.

2.19 ERISA . The Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended, and any regulation issued pursuant thereto by the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation.

2.20 Highly Compensated Employee .

(a) Except as otherwise provided in this Section 2.20, any Employee who either:


	(i) at any time during the Plan Year or the immediately preceding Plan Year owned more than five percent, by voting power or value, of the outstanding stock of an Employer or a Related Company that is a corporation, or owned more than five percent of the capital or profits interest in an Employer or a Related Company that is not a corporation; or

	(ii) in the immediately preceding Plan Year received Compensation in excess of $80,000 (as adjusted pursuant to Section 414(q)(1) of the Code for the preceding Plan Year) and, if the Administrator so elects, was a member for such preceding Plan Year of the Top Paid Group (as defined in paragraph (b)).

(b) For any Plan Year, the Top Paid Group shall consist of the group consisting of the top twenty percent (20%) of Employees when ranked on the basis of Compensation paid during such Plan Year. For purposes of this paragraph (b), there shall be excluded: Employees who have not completed six (6) months of service, Employees who normally work less than seventeen and one-half (17 1/2) Hours of Service per week; Employees who normally work during not more than six (6) months during any Plan Year; and Employees who have not attained the age of twenty-one (21).

(c) A former Employee shall be treated as a Highly Compensated Employee if he was a Highly Compensated Employee either when his employment was terminated or at any time after attaining age fifty-five (55).

(d) A nonresident alien who receives no earned income (within the meaning of Section 91l(d)(2) of the Code) which constitutes income form sources within the United States (within the meaning of Section 861(a)(3) of the Code) from the Employer, the Company or any Related Company during any Plan Year shall not be considered an Employee for such Plan Year for any purpose of this Section 2.20.

(e) The purpose of this Section 2.20 is to conform to the definition of “highly compensated employee” set forth in Section 414(q) of the Code, which is incorporated herein by reference, and to the extent that this Section 2.20 shall be inconsistent with Section 414(q) of the Code, either by excluding Employees who would be classified as “highly compensated employees” thereunder or by including Employees who would not be so classified, the provisions of Section 414(q) of the Code shall govern and control. This definition incorporates an election to use the “calendar year method” of determining highly compensated employees as provided by Treasury Regulations Section 1.414(q)-1T, Q&A 14(b). The Committee may revoke such elective and may make any other elective adjustment to the definition of Highly Compensated Employee permitted by Section 414(q) of the Code, including specifically use of the simplified method provided in Revenue Procedure 93-42 (with or without snapshot day testing) and, and the elections referred to

in the last sentence of Section 414(q)(8) and in Section 414(q)(12), in accordance with Treasury Regulations or other administrative procedures issued thereunder.

2.21 Hour of Service .

(a) Each Employee shall be credited with an Hour of Service for:


	(1) Each hour for which he is directly or indirectly paid or entitled to payment by the Employer, the Company or any Related Company for the performance of duties. These hours shall be credited to the Employee for the computation period (or periods) during which the duties are performed. An Employee for whom the Company does not maintain records which would permit it to determine accurately the actual number of Hours of Service performed by such Employee shall be credited with the following number of Hours of Service for each payroll period during which he completes at least one Hour of Service:

	(i) Forty-five (45) Hours of Service for each weekly payroll period;

	(ii) Ninety (90) Hours of Service for each biweekly payroll period;

	(iii) Ninety-five (95) Hours of Service for each semi-monthly payroll period; and

	(iv) One hundred ninety (190) Hours of Service for each monthly payroll period.

	Hours of Service credited to a payroll period which includes an Anniversary Date shall be credited entirely to the Plan Year commencing on the date following such Anniversary Date. An Employee who is not compensated on the basis of a regular payroll period shall be credited with ten (10) Hours of Service for each day on which he completes at least one hour of Service.

	(2) Each hour (up to a maximum of five hundred one (501) hours in any one continuous period) for which he is directly or indirectly paid or entitled to payment by the Employer, the Company or any Related Company on account of a period during which no duties are performed, such as vacation or sickness. These hours shall be credited to the Employee for the computation period (or periods) during which payment is made or amounts payable to the Employee become due. For purposes of this paragraph (a)(2), payment made to an Employee under an insurance policy or trust fund to which an employer contributes shall be deemed to have been paid by such employer, but no Hours of Service shall be credited for periods during which an Employee receives payments under a plan maintained solely for the purpose of complying with an applicable worker’s compensation, unemployment compensation or disability insurance law, or payments which solely reimburse the Employee for medical or medically related expenses.

(3) Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer, the Company or any Related Company. These hours shall be credited to the Employee for the computation period (or periods) during which the award, agreement or payment pertains rather than the computation period (or periods) during which the award, agreement or payment was made.

(b) Anything in this Section 2.21 to the contrary notwithstanding, an Employee shall be credited with Hours of Service during any Leave of Absence, other than a Leave of Absence occurring as the result of Qualified Military Service, for a maximum of one year. An Employee who is given a Leave of Absence by reason of Qualified Military Service shall be credited with Hours of Service throughout such Leave of Absence.

(c) An Hour of Service may be credited under either paragraph (a) or paragraph (b) above, whichever results in the greater credit, but may not be credited more than once.

2.22 Key Employee .

(a) Each Employee who, at any time during the Key Employee Test Period, is or was:


	(i) An officer of the Employer, the Company or any Related Company whose Top-Heavy Compensation (as defined in paragraph (g)) exceeds fifty percent (50%) of the annual defined benefit dollar limitation set forth in Section 415(b)(1)(A) of the Code; or

	(ii) A shareholder of the Employer who owns at least one-half percent (.5%) of the stock of the Employer and whose Top-Heavy Compensation exceeds the annual defined contribution dollar limitation set forth in Section 415(c)(1)(A) of the Code, unless at least ten (10) other Employees whose Top-Heavy Compensation exceeds the annual defined contribution dollar limitation set forth in Section 415(c)(1)(A) of the Code own or owned during any Year in the Key Employee Test Period a percentage share of the stock of the Employer which is greater than such shareholder’s percentage share; or

	(iii) A shareholder who owns more than five percent (5%) of the stock of the Employer; or

	(iv) A shareholder who owns more than one percent (1%) of the stock of the Employer and whose Top-Heavy Compensation for any Year in which he owns such percentage exceeds One Hundred Fifty Thousand Dollars ($150,000).

Commencing January 1, 2002, the term Key Employee shall mean an Employee who is described in subparagraph (a)(i), (a)(iii), or (a)(iv) in the Plan Year (without regard to whether he was so described in the four prior Plan Years), and subparagraph (a)(ii) shall no longer apply. Moreover, an officer shall be described in paragraph (a)(i) if and only if his Top-Heavy Compensation for the Plan Year is at least $130,000, as adjusted for cost of living increases.

(b) For purposes of subparagraph (a)(i), the number of Employees classified as Key Employees solely because they are officers shall not exceed the greater of (i) three (3) or (ii) ten percent (10%) of the largest number of Employees during any of the Plan Years in the Key Employee Test Period; provided, however, that in no event shall such number exceed fifty (50). If more than such number of Employees would otherwise be classified as Key Employees by reason of being officers, the Employees classified as Key Employees by reason of being officers shall be those officers who had the highest Top-Heavy Compensation during any of the Plan Years in the Key Employee Test Period during which they were officers.

(c) For purposes of subparagraph (a)(ii), in the event that two or more Employees own the same percentage share of the stock of the Employer, the Employee who had the highest Top-Heavy Compensation of such Employees for the Year during the Key Employee Test Period in which his Top-Heavy Compensation was the highest and in which he owned such interest in the Employer for part of the Plan Year shall be treated as owning the largest percentage share of the stock of the Employer. If an Employee’s percentage interest in the stock of the Employer changes during a Plan Year, his interest for such Plan Year shall be the highest percentage he held at any time during such Plan Year.

(d) For purposes of this Section, an Employee who owns a percentage of the stock of the Company or a Related Company shall be deemed to own the same percentage of the stock of the Employer. An Employee shall be considered to own any stock of a corporation which would be attributed to him under Section 318 of the Code (as modified by substituting “five percent” for “50 percent” in Section 318(a)(2) of the Code). In the case of a corporation which has issued more than one class of stock, the applicable test shall be satisfied if the Employee’s stock ownership meets the test on the basis of either the value or the voting power of the stock. In the case of a Related Company which is not a corporation, such tests shall be applied in accordance with regulations promulgated under Section 4l6(i)(1)(B)(iii)(II) of the Code.

(e) Any Employee who meets any of the tests set forth in paragraph (a) as of any Top-Heavy Determination Date shall continue to be a Key Employee for the remainder of the Key Employee Test Period, commencing with the Plan Year which includes such Top-Heavy Determination Date, whether or not he remains an Employee, and, if such Employee dies during such Key Employee Test Period, his Beneficiaries shall be classified as Key Employees for the balance of such Key Employee Test Period, unless such Employee is a Key Employee solely by reason of paragraph (a)(i) and is subsequently excluded from the group of officers having the highest Top-Heavy Compensation by reason of the limitation set forth in paragraph (b) in subsequent Years or solely by reason of paragraph (a)(ii) and is subsequently excluded from the group of the ten (10) Employees owning the largest percentage shares of the stock of the Employer in subsequent Plan Years.

(f) The purpose of this Section 2.22 is to conform to the definition of “key employee” set forth in Section 416(i)(1) of the Code, which is incorporated herein by reference, and to the extent that this Section 2.22 shall be inconsistent with Section 416(i)(1) of the Code either by excluding Employees who would be classified as “key employees” thereunder or by including Employees who would not be so classified, the provisions of Section 416(i)(1) of the Code shall govern and control.

(g) An Employee’s Top-Heavy Compensation for any Year shall be the amount of taxable wages reported on Form W-2 as paid to such Employee by the Employer and all Related Companies for the calendar year which ends in or with such Year, increased by any elective contributions to a cafeteria plan or 401(k) plan that are excluded from the Employee’s income under Section 125 or 402(e)(3) of the Code and, effective January 1, 1998, by any elective amounts not included in the Participant’s gross income pursuant to Section 132(f)(4) of the Code.

2.23 Key Employee Test Period . For any Plan Year prior to 2002, the period consisting of five (5) Plan Years (or, if fewer, the total number of Plan Years during which the Plan and all other employee plans qualified under Section 401 (a) of the Code maintained by the Employer, the Company or any Related Company have been in effect) ending with the Plan Year which includes the Top-Heavy Determination Date for such Plan Year. Effective January 1, 2002, the Key Employee Test Period shall be the Plan Year.

2.24 Leave of Absence . Authorized leave of absence, sick or disability leave, Qualified Military Service or any absence with the advance approval of the Employer, the Company or any Related Company; provided, however, that the Employee retires or returns to work for the Employer, the Company or any Related Company within the time specified in his Leave of Absence (or, in the case of Qualified Military Service, within the period provided by law). In granting such leaves, the Employer, the Company and any Related Company shall treat all Employees under similar circumstances alike under rules uniformly and consistently applied.

2.25 Non-Key Employee . Any Employee who has not been a Key Employee during the Key Employee Test Period.

2.26 Normal Retirement Age . The sixty-fifth (65th) birthday of a Participant.

2.27 Normal Retirement Date . The first day of the month coincident with or immediately following the Participant’s Normal Retirement Age.

2.28 Participant . An Employee who participates in the Plan as provided in Article III.

2.29 Pension . A series of monthly amounts which are payable to a person who is entitled to receive benefits under the Plan.

2.30 Plan Year . The twelve (12) month period commencing on January 1 and ending on December 31, on the basis of which the records of the Plan are kept. The limitation year for purposes of Section 415 of the Code shall be the Plan Year.

2.31 Qualified Domestic Relations Order .

(a) Except as provided in paragraph (b), any order (including a judgment, a decree or an approval of a property settlement agreement entered by any court) which the Committee determines (i) is made pursuant to any state domestic relations law (including a community property law), (ii) relates to the provision of child support, alimony payments or marital

property rights of a spouse, former spouse, child or other dependent of a Participant (an “Alternate Payee”), (iii) creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant under the Plan, and (iv) clearly specifies (A) the name and last known mailing address of the Participant and the name and last known mailing address of each Alternate Payee covered by the order, (B) the amount or percentage of the Participant’s benefits to be paid by the Plan to each Alternate Payee, or the manner in which such amount or percentage is to be determined, (C) the number of payments or period to which such order applies, and (D) the employee benefit plan to which such order applies.

(b) An order shall in no event be considered a Qualified Domestic Relations Order if the Committee determines that such order (i) requires the Plan to provide benefits to Alternate Payees, the actuarial present value of which in the aggregate is greater than the benefits which would otherwise have been provided to the Participant, (ii) requires the Plan to pay benefits to an Alternate Payee, which benefits are required to be paid to a different Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order, or (iii) requires the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, except that a Qualified Domestic Relations Order may require the Trustee to distribute a portion of the Participant’s vested Accrued Benefit prior to the time the Participant has terminated his employment if the Participant is eligible to retire and begin receiving a Pension under any of the provisions of Article V.

2.32 Qualified Military Service . Service by a Participant or Employee in the armed forces of the United States of a character that entitles the Participant or Employee to reemployment under the Uniformed Services Employment and Reemployment Rights Act of 1994, but only if the Participant or Employee is re-employed during the period following such service in which his right of re-employment is protected by such Act.

2.33 Related Company . Any trade or business (whether or not incorporated) that is, along with the Company, a member of a controlled group of related entities (as defined in Sections 414(b) and (c) of the Code, as modified for purposes of Sections 6.7 and 6.8 by Section 415(h) of the Code) or a member of an affiliated service group (as defined in Section 414(m) of the Code), or that is otherwise required to be aggregated with the Company by Treasury Regulations issued under Section 414(o) of the Code. Anything to the contrary notwithstanding, a mere change in the identity, form or organization of a Related Company shall not affect its status under the Plan in any manner and, if the corporate name of a Related Company is hereafter changed, all references herein to such Related Company shall be deemed to refer to such Related Company as it is then known.

2.34 Retirement . Termination of employment for a reason other than death after a Participant has satisfied the requirements for a Pension set forth in Article V. Retirement shall be considered as commencing on the day immediately following a Participant’s last day of employment (or the last day of a Leave of Absence, if later).

2.35 Top-Heavy Determination Date . The Anniversary Date of the immediately preceding Plan Year.

2.36 Top-Heavy Year .

(a) Except as otherwise provided below, a Top-Heavy Year shall be any Plan Year if, as of the Top-Heavy Determination Date for such Plan Year, the present value of the cumulative Accrued Benefits of all Key Employees under the Plan exceeds sixty percent (60%) of the present value of the cumulative Accrued Benefits of all Participants under the Plan.

(b) Notwithstanding paragraph (a), if as of any Top-Heavy Determination Date the Employer, the Company or any Related Company has adopted any other employee plan qualified under Section 401 (a) of the Code and either (i) a Key Employee participates in the Plan and such other plan or (ii) the Plan or such other plan has satisfied the requirements of either Section 401(a)(4) or Section 410 of the Code only by treating the Plan and such other plan as a single plan, then the Plan Year shall be considered a Top-Heavy Year if and only if the present value of the cumulative Accrued Benefits of all Key Employees under the Plan and the present value of the cumulative benefits accrued by all Key Employees under all such other plans exceeds sixty percent (60%) of the present value of the cumulative benefits accrued by all Participants under the Plan and all such other plans.

(c) Notwithstanding paragraphs (a) and (b), if as of any Top-Heavy Determination Date the Employer, the Company or any Related Company has adopted any other employee plan qualified under Section 401 (a) of the Code which is not a plan described in paragraph (b), but which plan may be considered as a single plan with the Plan and all plans described in paragraph (b) without causing any of such plans to violate the requirements of either Section 401(a)(4) or Section 410 of the Code, the Plan Year shall not be considered a Top-Heavy Year if the present value of the cumulative Accrued Benefits of all Key Employees under the Plan and the present value of the cumulative benefits accrued by all Key Employees under all plans described in paragraph (b) and all plans described in this paragraph (c) does not exceed sixty percent (60%) of the present value of the cumulative benefits accrued by all Participants under all such plans.

(d) If any of the plans described in either paragraph (b) or (c) are defined contribution plans (as defined in Section 414(i) of the Code), then the tests set forth in said paragraphs shall be applied by substituting the aggregate account balances under such plans for the present value of the cumulative benefits accrued under such plans. If any of such plans have a determination date (as defined in Section 416(g)(4)(C) of the Code) for purposes of determining top-heavy status which is different from the Top-Heavy Determination Date, the present value of the cumulative benefits accrued (or the aggregate account balances, in the case of a defined contribution plan) in such plan shall be determined as of the determination date for such plan which occurs in the same Plan Year as the Top-Heavy Determination Date.

(e) For purposes of this Section 2.36, the present value of a Participant’s Accrued Benefit shall be determined as of the Top-Heavy Determination Date, on the assumption that the Participant terminated his employment as of such date, utilizing the 1971 Group Annuity Table for Males at five percent (5%) interest. Such assumptions shall be used for all plans being aggregated for Top-Heavy determinations. The present value of a Participant’s Accrued Benefit

shall also include the actuarial present value as of the Top-Heavy Determination Date of all distributions made to such Participant (or his Beneficiary) during the Key Employee Test Period.

(f) For purposes of this Section 2.36, account balances shall include (i) all contributions which the Employer the Company or any Related Company has paid or is legally obligated to pay to any employee plan as of the Top-Heavy Determination Date (including contributions made thereafter if they are allocated as of the Top-Heavy Determination Date) and all forfeitures allocated as of the Top-Heavy Determination Date, and (ii) all distributions made to a Participant or his Beneficiary during the five year period ending on the Top-Heavy Determination Date (or, in the case of a defined benefit plan, the actuarial present value as of the Top-Heavy Determination Date of such distributions). Effective January 1, 2002, distributions made more than twelve months prior to the Top-Heavy Determination Date shall be included only if made for a reason other than death, retirement, or termination of employment. For purposes of this Section 2.36, account balances shall also include amounts which are attributable to contributions made by the Participants (other than deductible voluntary contributions under Section 219 of the Code) but shall not include any rollover (as defined in Section 402(a)(5) of the Code) or a direct transfer from the trust of any employee plan qualified under Section 401(a) of the Code if such plan is not maintained by the Employer, the Company or any Related Company and such rollover or transfer is made at the request of the Participant.

(g) Anything to the contrary notwithstanding, if a Participant or former Participant has not been an Employee at any time during the Key Employee Test Period, his accrued benefit (in the case of a defined benefit plan) or his account balance (in the case of a defined contribution plan) shall not be taken into consideration in the determination of whether the Plan Year is a Top-Heavy Year.

(h) The purpose of this Section 2.36 is to conform to the definition of “top-heavy plan” set forth in Section 416(g) of the Code, which is incorporated herein by reference, and to the extent that this Section 2.36 shall be inconsistent with Section 416(g) of the Code, either by causing any Plan Year during which the Plan would be classified as a “top-heavy plan” not to be a Top-Heavy Year or by causing any Plan Year during which it would not be classified as a “top-heavy plan” to be a Top-Heavy Year, the provisions of Section 416(g) of the Code shall govern and control.

2.37 Transfer . An Employee’s transfer of employment between the Employer, the Company and any Related Company, or an Employee’s transfer between an employment position covered by the Plan and an employment position not covered by the Plan, without a termination of the Employee’s period of Continuous Employment.

2.38 Trust Fund . All assets of the Plan held by the Trustee from time to time in accordance with the provisions of the Champion Laboratories and Luber-Finer Pension Trust, as amended from time to time.

2.39 Trustee . The corporation which shall from time to time be appointed by the Employer to administer the Trust Fund. As of the Effective Date, the Trustee is the First Pennsylvania Bank, N.A.

2.40 Year of Service . Any twelve (12) month computation period (as defined below) during which an Employee has completed an aggregate of at least one thousand (1,000) Hours of Service with the Employer, the Company or any Related Company. The initial twelve (12) month computation period shall begin on the Employee’s employment or re-employment commencement date. If the Employee fails to complete an aggregate of at least one thousand (1,000) Hours of Service with the Employer, the Company or any Related Company during the initial twelve (12) month computation period, the second twelve (12) month computation period shall consist of the Plan Year which includes the first anniversary of the Employee’s employment or re-employment commencement date, and succeeding twelve (12) month computation periods shall also be based on the Plan Year.