(I)

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

(II)

the payment is for unused accrued bona fide sick, vacation or other leave that the Employee would have been able to use if employment had continued; or

(III)

the payment is received by the Employee pursuant to a nonqualified unfunded deferred compensation plan and would have been paid at the same time if employment had continued, but only to the extent includible in gross income.

(iii)

Defined Benefit Compensation Limitation:  One hundred percent (100%) of a Participant’s High Three-Year Average Compensation, payable in the form of a straight life annuity.

(iv)

Defined Benefit Dollar Limitation:  The Defined Benefit Dollar Limitation is two hundred thirty thousand dollars ($230,000), automatically adjusted under Code Section 415(d), effective January 1 of each year, as published in the Internal Revenue Bulletin, and payable in the form of a straight life annuity.  The new limitation shall apply to Limitation Years ending with or within the calendar year of the date of the adjustment, but a Participant’s benefits shall not reflect the adjusted limit prior to January 1 of that calendar year.

(v)

Employer:  For purposes of this Section 8.1B., employer shall mean the Employer that adopts this Plan, and all members of a controlled group of corporations, as defined in Code Section 414(b), as modified by Code Section 415(h), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the case of a brother-sister group of trades or businesses under common control, by Code Section 415(h), or affiliated service groups (as defined in Code Section 414(m)) of which the adopting Employer is a part, and any other entity required to be aggregated with the employer pursuant to Code Section 414(o).

(vi)

Formerly Affiliated Plan of the Employer:  A plan that, immediately prior to the cessation of affiliation, was actually maintained by the Employer and, immediately after the cessation of affiliation, is not actually maintained by the Employer.  For this purpose, cessation of affiliation means the event that causes an entity to no longer be considered the employer, such as the sale of a member controlled group of corporations, as defined in Code Section 414(b), as modified by Code Section 415(h), to an unrelated corporation, or that causes a plan to not actually be maintained by the employer, such as transfer of plan sponsorship outside a controlled group.

(vii)

High Three-Year Average Compensation:  The average compensation for the three (3) consecutive calendar years of service (or, if the Participant has less than three consecutive years of service, the Participant’s longest consecutive calendar years, including fractions of years, but not less than one year) with the Employer that produces the highest average.  In the case of a Participant who is rehired by the employer after a severance from employment, the Participant’s high three-year average compensation shall be calculated by excluding all years for which the Participant performs no services for and receives no compensation from the Employer (the break period) and by treating the years immediately preceding and following the break period as consecutive.  A Participant’s compensation for a year of service shall not include compensation in excess of the limitation under Code Section 401(a)(17) that is in effect for the calendar year in which such year of service begins.

(viii)

Limitation Year:  A Plan Year.  If the Limitation Year is amended to a different 12-consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

(ix)

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

(A)

Adjustment for Less Than Ten (10) Years of Participation or Service:  If the Participant has less than ten (10) years of participation in the Plan, the Defined Benefit Dollar Limitation shall be multiplied by a fraction: the numerator of which is the number of years (or part thereof, but not less than one year) of participation in the Plan, and the denominator of which is ten (10).  In the case of a Participant who has less than ten (10) years of service with the Employer, the Defined Benefit Compensation Limitation shall be multiplied by a fraction: the numerator of which is the number of years (or part thereof, but not less than one year) of service with the Employer, and the denominator of which is ten (10).

(B)

Adjustment of Defined Benefit Dollar Limitation for Benefit Commencement Before Age Sixty-two (62) or after Age Sixty-five (65):  The Defined Benefit Dollar Limitation shall be adjusted if the annuity starting date of the Participant’s benefit is before age sixty-two (62) or after age sixty-five (65).  If the annuity starting date is before age sixty-two (62), the Defined Benefit Dollar Limitation shall be adjusted under Section 8.1B.(e)(ix), as modified by Section 8.1B.(e)(ix)(B)(III).  If the annuity starting date is after age sixty-five (65), the Defined Benefit Dollar Limitation shall be adjusted under Section 8.1B.(e)(ix)(B)(II), as modified by Section 8.1B.(e)(ix)(B)(III).

(I)

Adjustment of Defined Benefit Dollar Limitation for Benefit Commencement Before Age Sixty-two (62):

(1)

Limitation Years Beginning Before July 1, 2007.  If the annuity starting date for the Participant’s benefit is prior to age sixty-two (62) and occurs in a Limitation Year beginning before July 1, 2007, the Defined Benefit Dollar Limitation for the Participant’s annuity starting date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: the interest rate and the mortality table (or other tabular factor) specified in Appendix A; or a five percent (5%) interest rate assumption and the Applicable Mortality Table as defined in Section E. of Appendix A.

(2)

Limitation Years Beginning on or After July 1, 2007.

(2)(A)

Plan Does Not Have Immediately Commencing Straight Life Annuity Payable at Both Age Sixty-two (62) and the Age of Benefit Commencement.  If the annuity starting date for the Participant’s benefit is prior to age sixty-two (62) and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan does not have an immediately commencing straight life annuity payable at both age sixty-two (62) and the age of benefit commencement, the Defined Benefit Dollar Limitation for the Participant’s annuity starting date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required) with actuarial equivalence computed using a five percent (5%) interest rate assumption and the Applicable Mortality Table for the annuity starting date as defined in Section E. of Appendix A (and expressing the Participant’s age based on completed calendar months as of the annuity starting date).

(2)(B)

Plan Has Immediately Commencing Straight Life Annuity Payable at Both Age Sixty-two (62) and the Age of Benefit Commencement.  If the annuity starting date for the Participant’s benefit is prior to age sixty-two (62) and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan has an immediately commencing straight life annuity payable at both age sixty-two (62) and the age of benefit commencement, the Defined Benefit Dollar Limitation for the Participant’s annuity starting date is the lesser of the limitation determined under Section 8.1B.(e)(ix)(B)(I)(2)(2)(A) and the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required) multiplied by the ratio of the annual amount of the immediately commencing straight life annuity under the Plan at the Participant’s annuity starting date to the annual amount of the immediately commencing straight life annuity under the plan at age sixty-two (62), both determined without applying the limitations of this Section 8.1B.

(II)

Adjustment of Defined Benefit Dollar Limitation for Benefit Commencement After Age Sixty-five (65):

(1)

Limitation Years Beginning Before July 1, 2007.  If the annuity starting date for the Participant’s benefit is after age sixty-five (65) and occurs in a Limitation Year beginning before July 1, 2007, the Defined Benefit Dollar Limitation for the participant’s annuity starting date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: the interest rate and the mortality table (or other tabular factor) specified in Appendix A; or a five percent (5%) interest rate assumption and the Applicable Mortality Table as defined in Section E. of Appendix A.

(2)

Limitation Years Beginning After July 1, 2007.

(2)(A)

Plan Does Not Have Immediately Commencing Straight Life Annuity Payable at Both Age Sixty-five (65) and the Age of Benefit Commencement.  If the annuity starting date for the Participant’s benefit is after age sixty-five (65) and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan does not have an immediately commencing straight life annuity payable at both age sixty-five (65) and the age of benefit commencement, the Defined Benefit Dollar Limitation at the Participant’s annuity starting date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required), with actuarial equivalence computed using a five percent (5%) interest rate assumption and the Applicable Mortality Table for that annuity starting date as defined in Section E. of Appendix A (and expressing the Participant’s age based on completed calendar months as of the annuity starting date).

(2)(B)

Plan Has Immediately Commencing Straight Life Annuity Payable at Both Age Sixty-five (65) and the Age of Benefit Commencement.  If the annuity starting date for the Participant’s benefit is after age sixty-five (65) and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan has an immediately commencing straight life annuity payable at both age sixty-five (65) and the age of benefit commencement, the Defined Benefit Dollar Limitation at the Participant’s annuity starting date is the lesser of the limitation determined under Section 8.1B.(e)(ix)(B)(II)(2)(2)(A) and the Defined Benefit Dollar Limitation (adjusted under Section 8.1B.(e)(ix)(A) for years of participation less than ten (10), if required) multiplied by the ratio of the annual amount of the adjusted immediately commencing straight life annuity under the plan at the Participant’s annuity starting date to the annual amount of the adjusted immediately commencing straight life annuity under the Plan at age sixty-five (65), both determined without applying the limitations of this Section 8.1B.  For this purpose, the adjusted immediately commencing straight life annuity under the Plan at the Participant’s annuity starting date is the annual amount of such annuity payable to the Participant, computed disregarding the Participant’s accruals after age sixty-five (65), but including actuarial adjustments even if those actuarial adjustments are used to offset accruals; and the adjusted immediately commencing straight life annuity under the Plan at age sixty-five (65) is the annual amount of such annuity that would be payable under the Plan to a hypothetical Participant who is age sixty-five (65) and has the same Accrued Benefit as the Participant.

(III)

Notwithstanding the other requirements of this Section 8.1B.(e)(ix)(B), in adjusting the Defined Benefit Dollar Limitation for the Participant’s annuity starting date under Section 8.1B.(e)(ix)(B)(I)(1), 8.1B.(e)(ix)(B)(I)(2)(2)(A), 8.1B.(e)(ix)(B)(II)(1), or 8.1B.(e)(ix)(B)(II)(2)(2)(A), no adjustment shall be made to reflect the probability of a Participant’s death between the annuity starting date and age sixty-two (62), or between age sixty-five (65) and the annuity starting date, as applicable, if benefits are not forfeited upon the death of the Participant prior to the annuity starting date.  To the extent benefits are forfeited upon death before the annuity starting date, such an adjustment shall be made.  For this purpose, no forfeiture shall be treated as occurring upon the Participant’s death if the Plan does not charge Participants for providing a qualified preretirement survivor annuity, as defined in Code Section 417(c) upon the Participant’s death.

(C)

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

(I)

the retirement benefits payable for a Limitation Year under any form of benefit with respect to such Participant under this Plan and under all other defined benefit plans (without regard to whether a plan has been terminated) ever maintained by the Employer do not exceed ten thousand dollars ($10,000) multiplied by a fraction – the numerator of which is the Participant’s number of years (or part thereof, but not less than one year) of service (not to exceed ten (10)) with the Employer, and the denominator of which is ten (10); and

(II)

the Employer (or a predecessor employer) has not at any time maintained a defined contribution plan in which the Participant participated (for this purpose, mandatory employee contributions under a defined benefit plan, individual medical accounts under Code Section 401(h), and accounts for postretirement medical benefits established under Code Section 419A(d)(1) are not considered a separate defined contribution plan).

(x)

Predecessor Employer:  If the Employer maintains a plan that provides a benefit which the Participant accrued while performing services for a former employer, the former employer is a predecessor employer with respect to the Participant in the Plan.  A former entity that antedates the Employer is also a predecessor employer with respect to a Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(xi)

Severance from Employment:  An Employee has a severance from employment when the Employee ceases to be an Employee of the Employer maintaining the plan.  An Employee does not have a severance from employment if, in connection with a change of employment, the Employee’s new employer maintains the plan with respect to the Employee.

(xii)

Year of Participation:  The Participant shall be credited with a year of participation (computed to fractional parts of a year) for each accrual computation period for which the following conditions are met: the Participant is credited with at least the number of hours of service (or period of service if the elapsed time method is used) for benefit accrual purposes, required under the terms of the Plan in order to accrue a benefit for the accrual computation period, and the Participant is included as a Participant under the eligibility provisions of the Plan for at least one (1) day of the accrual computation period.  If these two conditions are met, the portion of a year of participation credited to the Participant shall equal the amount of benefit accrual service credited to the Participant for such accrual computation period.  A Participant who is permanently and totally disabled within the meaning of Code Section 415(c)(3)(C)(i) for an accrual computation period shall receive a year of participation with respect to that period.  In addition, for a Participant to receive a year of participation (or part thereof) for an accrual computation period, the Plan must be established no later than the last day of such accrual computation period.  In no event shall more than one year of participation be credited for any twelve (12) month period.

(xiii)

Year of Service:  For purposes of Section 8.1B.(e)(vii), the Participant shall be credited with a year of service (computed to fractional parts of a year) for each accrual computation period for which the Participant is credited with at least the number of hours of service (or period of service if the elapsed time method is used) for benefit accrual purposes, required under the terms of the Plan in order to accrue a benefit for the accrual computation period, taking into account only service with the Employer or a predecessor employer.

(f)

Other Rules.

(i)

Benefits Under Terminated Plans.  If a defined benefit plan maintained by the Employer has terminated with sufficient assets for the payment of benefit liabilities of all Participants and a Participant has not yet commenced benefits under the Plan, the benefits provided pursuant to the annuities purchased to provide the Participant’s benefits under the terminated plan at each possible annuity starting date shall be taken into account in applying the limitations of this article.  If there are not sufficient assets for the payment of all Participants’ benefit liabilities, the benefits taken into account shall be the benefits that are actually provided to the Participant under the terminated plan.

(ii)

Benefits Transferred From the Plan.  If a Participant’s benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit plan maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant Income Tax Regulations Section 1.411(d)-4, Q&A-3(c), the transferred benefits are not treated as being provided under the transferor plan (but are taken into account as benefits provided under the transferee plan).  If a Participant’s benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit plan that is not maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant to Income Tax Regulations Section 1.411(d)-4, Q&A-3(c), the transferred benefits are treated by the Employer’s plan as if such benefits were provided under annuities purchased to provide benefits under a plan maintained by the Employer that terminated immediately prior to the transfer with sufficient assets to pay all Participants’ benefit liabilities under the Plan.  If a Participant’s benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit plan in a transfer of distributable benefits pursuant to Income Tax Regulations Section 1.411(d)-4, Q&A-3(c), the amount transferred is treated as a benefit paid from the transferor plan.

(iii)

Formerly Affiliated Plans of the Employer.  A formerly affiliated plan of an employer shall be treated as a plan maintained by the Employer, but the formerly affiliated plan shall be treated as if it had terminated immediately prior to the cessation of affiliation with sufficient assets to pay Participants’ benefit liabilities under the plan and had purchased annuities to provide benefits.

(iv)

Plans of a Predecessor Employer.  If the Employer maintains a defined benefit plan that provides benefits accrued by a Participant while performing services for a predecessor employer, the Participant’s benefits under a plan maintained by the predecessor employer shall be treated as provided under a plan maintained by the Employer.  However, for this purpose, the plan of the predecessor employer shall be treated as if it had terminated immediately prior to the event giving rise to the predecessor employer relationship with sufficient assets to pay Participants’ benefit liabilities under the plan, and had purchased annuities to provide benefits; the Employer and the predecessor employer shall be treated as if they were a single employer immediately prior to such event and as unrelated employers immediately after the event; and if the event giving rise to the predecessor relationship is a benefit transfer, the transferred benefits shall be excluded in determining the benefits provided under the plan of the predecessor employer.

(v)

Special Rules.  The limitations of this Section 8.1B. shall be determined and applied taking into account the rules in Income Tax Regulations Sections 1.415(f)-1(d), (e) and (h).

(vi)

Aggregation with Multiemployer Plans.

(A)

If the Employer maintains a multiemployer plan, as defined in Code Section 414(f), and the multiemployer plan so provides, only the benefits under the multiemployer plan that are provided by the Employer shall be treated as benefits provided under a plan maintained by the Employer for purposes of this Section 8.1B.

(B)

Effective for Limitation Years ending after December 31, 2001, a multiemployer plan shall be disregarded for purposes of applying the compensation limitation of Sections 8.1B.(e)(iii) and 8.1B.(e)(ix)(A) to a plan which is not a multiemployer plan.

(a)

For purposes of this Section 8.2, "Restricted Employee" shall mean any one of the twenty-five (25) highest compensated Employees from the group comprised of Highly Compensated Employees (as defined under Section 414(q) of the Code) and Highly Compensated Former Employees (as defined under Section 414(q)(6) of the Code).

(b)

If the Plan is terminated, the benefit which becomes payable to a Restricted Employee must satisfy the nondiscrimination requirements of Section 401(a)(4) of the Code and regulations promulgated thereunder.

(c)

If a benefit becomes payable to a Restricted Employee before the Plan terminates, the maximum annual benefit payable to such Restricted Employee shall be an amount equal to the annual payments which would be payable to him assuming payments in the form of a Straight Life Annuity that is the actuarial equivalent of his Accrued Benefit and other benefits to which the Restricted Employee is entitled to under the Plan (other than any social security supplement within the meaning of Income Tax Regulations Section 1.411(a)-7(c)(4)(ii)).

(d)

Notwithstanding the foregoing, the restrictions set forth in Section 8.2(c) shall not apply if:

(i)

after payment to a Restricted Employee of his Accrued Benefit, the value of Plan assets equals or exceeds one hundred ten percent (110%) of the value of current liabilities determined using any reasonable and consistent method; or

(ii)

prior to any payment to the Restricted Employee, the value of the Accrued Benefit payable to the Restricted Employee is less than one percent (1%) of the value of current liabilities using any reasonable and consistent method; or

(iii)

the value of the Accrued Benefit payable to the Restricted Employee is less than or equal to five thousand dollars ($5,000).

(e)

If a Participant has effectively elected to receive a Single Lump Sum Payment pursuant to Section 9.7(c)(ii) and such benefit is subject to the limitations set forth in this Section 8.2, prior to the distribution of his benefit the Participant shall enter into a written agreement to guarantee repayment of the Restricted Amount and shall provide security determined by the Trustees to be adequate for such purpose.  For the purposes of this Section 8.2(e), Restricted Amount shall mean the excess of the total Lump Sum Benefit over the Participant’s nonrestricted limit, where the nonrestricted limit is equal to the payments that could have been distributed to the Participant if payments were received in the amount set forth in Section 8.2(c).  The Committee may prepare such agreement which shall be subject to the approval of the Trustees or may request the Trustees to prepare such agreement.  The Trustees may require that any agreement required pursuant to this Section 8.2(e) be submitted to the Internal Revenue Service for a private letter ruling.  The expenses involved with any security arrangement, including but not limited to any request for a private letter ruling, shall be borne by the Participant unless the Employer shall agree to bear all or part of the expenses.

(f)

Any limitations or procedures in this Section 8.2 shall automatically become inoperative and of no effect upon a ruling, regulation or other pronouncement by the Internal Revenue Service that such limitations or procedures are not required, have been superseded or no longer apply.

(a)

the terms and conditions of the 50% Joint and Survivor Benefit,

(b)

the Participant's right to make, and the effect of, an election to waive the 50% Joint and Survivor Benefit,

(c)

the rights of the Participant's Spouse under the Plan,

(d)

the right to make, and the effect of, a revocation of a previous election to waive the 50% Joint and Survivor Benefit, and

(e)

the relative values of the various optional forms of benefit payments under the Plan, as provided in Income Tax Regulations Section 1.417(a)-3.  Such notice shall include a general description of the material features, and an explanation of the relative values of the various optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code Section 417(a)(3) and Income Tax Regulations Section 1.417(a)-3.  Such notice shall also include a description of how much larger benefits would be if the commencement of distributions were deferred.

(a)

the period beginning with the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age thirty-five (35);

(b)

a reasonable period ending after the Employee becomes a Participant;

(c)

A reasonable period ending after the Plan no longer fully subsidizes the cost of the Preretirement Survivor Annuity with respect to the Participant;

(d)

a reasonable period ending after Section 401(a)(11) of the Code applies to the Participant;

(e)

with respect to a Participant who terminates employment with the Employer before attaining age thirty-five (35), a reasonable period after his termination of employment; or

(f)

a reasonable period ending after the provisions of this Section 9.4 no longer apply to the Participant.

(a)

In lieu of the standard form of benefit payments described in Section 9.2, the Participant may elect in writing to receive his benefit payments in any one of the optional forms of benefit payments set forth in Section 9.7.  Such election shall be in a form approved by the Trustees and the completed election form must be filed with the Employee Benefits Committee during a one hundred eighty (180) day election period ending on the benefit commencement date.

(b)

An election by the Participant to receive benefit payments in a form other than that described in Section 9.2(a) or to receive a Joint and Survivor Benefit which would provide the Spouse with a benefit which is less than fifty percent (50%) of the Participant's benefit, or any election made by the Participant under the provisions of the Plan which is subject to spousal consent, shall not be effective unless (i) the Participant's Spouse irrevocably consents to such election in writing, (ii) such election designates a Beneficiary or form of benefit payment, which may not be changed without spousal consent, or the consent of the Spouse expressly permits a change in such designation by the Participant without any requirement of further consent by the Spouse, (iii) the Spouse's consent acknowledges understanding of the effect of such election, and (iv) the consent is witnessed by a Plan representative or a notary public.  Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of the Plan representative that such written consent cannot be obtained because there is no Spouse or the Spouse cannot be located, such election shall be deemed a qualified election.  Any consent necessary under this provision shall be valid only with respect to the Spouse who signs the consent, or in the event of a deemed qualified election, the designated Spouse.

(c)

A Participant who has submitted an election for an optional form of benefit payment to the Employee Benefits Committee may, without the consent of his Spouse, revoke such prior election by submitting written notification of such revocation to the Employee Benefits Committee before the benefit commencement date.  Upon revocation, the 50% Joint and Survivor Benefit shall be reinstated unless the Participant elects an optional form of benefit payment in accordance with the provisions of Section 9.6(b).  The number of election forms and revocations shall not be limited.

(d)

The terms and conditions of any election for an optional form of benefit payment under this Section 9.6 shall become effective on the benefit commencement date.  Whenever payment of benefits to the Participant precedes a payment of benefits to a Beneficiary the following additional terms and conditions shall apply:

(a)

A Participant may, in lieu of the standard form of benefit payments described in Section 9.2, elect to receive his benefit payments in any one of the following optional forms with the right to designate any person or persons as a Beneficiary.  Benefits under any optional form other than a Straight Life Annuity shall be the Actuarial Equivalent of those benefits which would have been provided as a Straight Life Annuity.

(i)

"Straight Life Annuity" ‑ A benefit payable in equal monthly installments to the Participant for his life with no benefits payable after his death.

(ii)

"100% Joint and Survivor Benefit" ‑ A benefit payable in equal monthly installments to the Participant for his lifetime with the same benefit continuing after his death to and for the lifetime of a surviving Beneficiary.

(iii)

"75% Joint and Survivor Benefit" - Effective for Plan Years commencing after December 31, 2007, a benefit payable in equal monthly installments to the Participant for his lifetime with a benefit equal to three-quarters (3/4) the benefit paid to the Participant continuing after his death to and for the lifetime of a surviving Beneficiary.

(iv)

"50% Joint and Survivor Benefit" ‑ A benefit payable in equal monthly installments to the Participant for his lifetime with a benefit equal to one‑half (1/2) the benefit paid to the Participant continuing after his death to and for the lifetime of a surviving Beneficiary.

(v)

"Period Certain and Life Benefit" - A benefit payable in equal monthly installments to the Participant for his lifetime.  If the Participant's death occurs on or after the expiration of a period certain of five (5), ten (10) or fifteen (15) years, as specified by the Participant in his election of the Period Certain and Life Benefit, no further benefits will be payable.  If, however, the Participant's death occurs before expiration of the period certain, equal monthly installments in the same amount as paid to the Participant prior to his death will be paid to his designated Beneficiary for the remaining portion of such period certain.  In the event neither the Participant nor the designated Beneficiary survives to the end of said certain period, a final lump sum distribution equal to the commuted value of any unpaid installments shall be made to the estate of the last to die of (i) the Participant and (ii) his Beneficiary.

(vi)

A benefit payable to the Participant for his lifetime with some other benefit payable after his death, provided that the form of benefit payment is approved by the Trustees.

(b)

A Merged Plan Participant may, in lieu of the standard form of benefit payments described in Section 9.2 or any other optional form of benefit payments under Section 9.7(a), elect to receive benefit payments in any one of the following additional optional forms with the right to designate any person or persons as a Beneficiary.  Benefits under any of the following optional forms shall be the Actuarial Equivalent of those benefits which would have been provided as a Straight Life Annuity.

(i)

"100% Survivor Benefit with a Sixty Month Period Certain" ‑ A reduced benefit payable in equal monthly installments to the Participant for his lifetime with the same benefit continuing after his death to and for the lifetime of a surviving Beneficiary.  If the Participant and surviving Beneficiary die on or after the expiration of a period certain of sixty (60) months, no further benefits will be payable.  If, however, the Participant and surviving Beneficiary die before the expiration of the sixty (60) month period certain, a final lump sum distribution equal to the commuted value of any unpaid installments shall be made to the estate of the survivor of the Participant and Beneficiary.

(ii)

"50% Survivor Benefit with a Sixty Month Period Certain" ‑ A reduced benefit payable in equal monthly installments to the Participant for his lifetime with a benefit equal to one-half (1/2) the benefit paid to the Participant continuing after his death to and for the lifetime of a surviving Beneficiary.  If the Participant and surviving Beneficiary die on or after the expiration of a period certain of sixty (60) months, no further benefits will be payable.  If, however, the Participant and surviving Beneficiary die before the expiration of the sixty (60) month period certain, a final lump sum distribution equal to the commuted value of any unpaid installments shall be made to the estate of the survivor of the Participant and Beneficiary.

(iii)

"100% Survivor Benefit with Spousal Pop-up" ‑ A reduced benefit payable in equal monthly installments to the Participant for his lifetime with the same benefit continuing after his death to and for the lifetime of a surviving Beneficiary.  Under this option, if the Spouse of a Participant who is receiving benefits under the 100% Joint and Survivor Benefit should predecease the Participant, the amount of the benefit thereafter payable to the Participant shall be increased to the amount that the Participant would have been entitled to had he received a benefit under a Straight Life Annuity.

(iv)

"50% Survivor Benefit with Spousal Pop-up" ‑ A reduced benefit payable in equal monthly installments to the Participant for his lifetime with a benefit equal to one-half (1/2) the benefit paid to the Participant continuing after his death to and for the lifetime of a surviving Beneficiary.  Under this option, if the Spouse of a Participant who is receiving benefits under the 50% Joint and Survivor Benefit should predecease the Participant, the amount of the benefit thereafter payable to the Participant shall be increased to the amount that the Participant would have been entitled to had he received a benefit under a Straight Life Annuity.

(v)

“Sixty Month Period Certain and Life Benefit” - A benefit payable in equal monthly installments to the Participant for his lifetime.  If the Participant's death occurs on or after the expiration of a period certain of sixty (60) months, no further benefits will be payable.  If, however, the Participant's death occurs before expiration of the period certain, equal monthly installments in the same amount as paid to the Participant prior to his death will be paid to his designated Beneficiary for the remaining portion of such period certain.  In the event neither the Participant nor the designated Beneficiary survive to the end of said certain period, a final lump sum distribution equal to the commuted value of any unpaid installments shall be made to the estate of the survivor of the Participant and Beneficiary.

(c)

In addition to the optional forms of benefit payments set forth in subsection (a) above, a Financial Federal Participant may elect to receive benefit payments attributable solely to the Financial Federal Plan Benefit in any one of the following optional forms:

(i)

“One Hundred Twenty Month Period Certain and Life Benefit” - A benefit payable in equal monthly installments to the Participant for his lifetime and after his death, the same equal monthly installments to his surviving contingent annuitant for his lifetime.  If both the Participant and the contingent annuitant should die before expiration of a period certain of one hundred twenty (120) months, a final lump sum distribution equal to the commuted value of any unpaid installments shall be paid to the Participant’s beneficiary, or if there is no such beneficiary, to the estate of the last to die of the Participant and his contingent annuitant (presuming the Participant to be the survivor if they should die within twenty-four hours of each other).

(ii)

“Single Lump Sum Payment” – A single lump sum payment provided (I) the annual Financial Federal Plan Benefit is less than six hundred dollars (“$600”) per year on the date such benefit would otherwise commence, or (II) to any Participant at least age forty-five (45), but not older than age sixty-five (65).

(d)

Effective as of March 28, 2005, except with respect to Section 9.7(c)(ii), a Lump Sum Benefit shall be available to a Participant only if the present value of such Participant’s nonforfeitable Accrued Benefit is greater than one thousand dollars ($1,000) and less than or equal to five thousand dollars ($5,000).  A Participant who is eligible to receive a Lump Sum Benefit may elect to have such benefit commence on the first day of any calendar month coincident with or next following the date the Participant incurs a Termination of Service.

(a)

Neither an application form nor the consent of the Participant or the Participant's Spouse is required for a distribution under the provisions of this Section 9.8(a).

(b)

In the case of a surviving Spouse entitled to a distribution where (i) the present value of the deceased Participant's nonforfeitable Accrued Benefit was greater than five thousand dollars ($5,000) and (ii) the present value of the benefit otherwise payable to the surviving Spouse is equal to or less than five thousand dollars ($5,000), the Employee Benefits Committee may, with the written consent of the surviving Spouse, distribute the present value of such benefit otherwise payable to the surviving Spouse in a single lump sum.  Such present value shall be calculated (A) using the Applicable Mortality Table and the Applicable Interest Rate set forth in Section E. of Appendix A, and (B) assuming the benefit is a Straight Life Annuity payable to the surviving Spouse at the later of:  (I) the Participant's Normal Retirement Date or, if applicable, Postponed Retirement Date or (II) the death of the Participant, based on the Spouse's age on such date.

(c)

If the present value of his nonforfeitable Accrued Benefit is equal to or less than  one thousand dollars ($1,000) for a Retired Participant or a Beneficiary of a Retired Participant, such Retired Participant or Beneficiary of a Retired Participant shall automatically receive a distribution of the present value of his nonforfeitable Accrued Benefit.

(d)

For purposes of Sections 9.8(a) and (c), in the case of benefits payable in the form of (i) a Preretirement Survivor Annuity under Section 7.7(a), (ii) a Joint and Survivor Annuity, as described in Section 9.7(a)(ii), (iii) or (iv) or 9.7(b)(i), (ii), (iii) or (iv) with the Participant’s Spouse as beneficiary, if the present value of the nonforfeitable Accrued Benefit at the time of any distribution exceeds five thousand dollars ($5,000), the present value of the Accrued Benefit at any subsequent time will be deemed to exceed five thousand dollars ($5,000).  In addition, if the Participant has begun to receive distributions pursuant to a form of benefits under which at least one scheduled periodic distribution is still payable, and the present value of the Participant’s nonforfeitable Accrued Benefit exceeded the five thousand dollar ($5,000) cash out limit at the time of the first distribution under that optional form, the present value of the Accrued Benefit at any subsequent time will be deemed to exceed five thousand dollars ($5,000).  In all other cases, if the present value of a Participant’s nonforfeitable Accrued Benefit determined at the time of any distribution, is equal to or less than five thousand dollars ($5,000), such Participant, or if applicable, a deceased Participant’s beneficiary, shall automatically receive a distribution of the full present value of the nonforfeitable Accrued Benefit.  Such determination shall be made without regard to the present value of the Participant’s benefit at the time of any earlier distribution.

(a)

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

(b)

"Distributee" means an Employee or former Employee.  In addition, the Employee's or former Employee's surviving Spouse and the Employee's or former Employee's Spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former spouse.  Effective for Eligible Rollover Distributions made after December 31, 2008, a Distributee shall also include the Employee’s nonspouse designated Beneficiary.  In the case of a nonspouse designated Beneficiary, the Direct Rollover may be made only to an individual retirement account or annuity described in Code Section 408(a) or Code Section 408(b) (“IRA”) that is established on behalf of the designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section 402(c)(11).  In addition, in this case, the determination of any required minimum distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18, 2007-51 I.R.B. 395.

(c)

"Eligible Retirement Plan" means (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code, (iii) for distributions made after December 31, 2007, a Roth IRA described in Section 408A(e) of the Code, however, for distributions made prior to January 1, 2010, a Participant shall be subject to income limitations, (iv) an annuity plan described in Section 403(a) of the Code, (v) a qualified defined contribution plan described in Section 401(a) of the Code, (vi) an annuity contract described in Section 403(b) of the Code, and (vii) 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 and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the Distributee's Eligible Rollover Distribution.  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, as defined in Section 414(p) of the Code.

(d)

"Eligible Rollover Distribution" means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated Beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distributions(s) that is reasonably expected to total less than two hundred dollars ($200) during a year.

(a)

The initial monthly payment shall be due and payable to a Retired Participant on the first day of the calendar month coincident with or next following the date on which benefit payments under the Plan are scheduled to commence.  Subject to the specific provisions of any optional form of benefit payments, if monthly payments to the Retired Participant commenced prior to his death, the initial monthly payment to a Beneficiary shall be due and payable on the first day of the calendar month following the Participant's death.

(b)

If a Participant dies prior to the commencement of benefit payments, his entire interest shall be distributed solely in accordance with Section 7.7.

(c)

Distributions to 5-percent owners:

(d)

Distributions to other than 5-percent owners:

(a)

General Rules

(i)

Effective Date and Precedence.  The provisions of this Section 9.11 will apply for purposes of determining required minimum distributions.  Subject to the Joint and Survivor Annuity requirements of this Article IX, the requirements of this Section 9.11, will take precedence over any inconsistent provisions of the Plan.

(ii)

Requirements of Income Tax Regulations Incorporated.  All distributions required under this Section 9.11 will be determined and made in accordance with Section 401(a)(9) of the Code, including the incidental death benefit requirement in Code Section 401(a)(9)(G) and the Regulations thereunder.

(iii)

Limits on Distribution Periods.  As of the first distribution calendar year, distributions to a Participant, if not made in a single sum, may only be made over one of the following periods:

(A)

the life of the Participant;

(B)

the joint lives of the Participant and the designated Beneficiary;

(C)

a period certain not extending beyond the life expectancy of the Participant; or

(D)

a period certain not extending beyond the joint life and last survivor expectancy of the Participant and the designated Beneficiary.

(iv)

TEFRA Section 242(b)(2) Elections.  Notwithstanding the other requirements of this Section 9.11 other than Section 9.11(a)(iii), and subject to the Joint and Survivor Annuity requirements of this Article IX, distribution on behalf of any Employee, including a 5-percent owner, who has made a designation under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) (“Section 242(b)(2) election”) may be made in accordance with all of the following requirements (regardless of when such distribution commences):

(A)

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

(B)

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

(C)

Such designation was in writing, was signed by the Employee or the Beneficiary, and was made before January 1, 1984.

(D)

The Employee had accrued a benefit under the Plan as of December 31, 1983.

(E)

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

(v)

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

(vi)

For any distribution which commenced prior to January 1, 1984, but continues after December 31, 1983, the Employee, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in Sections 9.11(a)(iv)(A) and 9.11(a)(iv)(E).

(vii)

If a designation is revoked any subsequent distribution must satisfy the requirements  of Code Section 401(a)(9) and the Regulations thereunder.  If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Code Section 401(a)(9) and the Regulations thereunder, but for the Section 242(b)(2) election.  Such distributions must meet the minimum distribution incidental benefit requirements.  Any changes in the designation will be considered a revocation of the designation.  However, the mere substitution or addition of another beneficiary (one not named in the designation) under the designation will not be considered to be revocation of the designation, as long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example by altering the relevant measuring life).

(viii)

In the case in which an amount is transferred or rolled over from one (1) plan to another plan, the rules in Regulations Section 1.401(a)(9)-8, Q&A-14 and Q&A-15 shall apply.

(b)

Time and Manner of Distribution

(i)

Required Beginning Date.  The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(ii)

Death of Participant Before Distributions Begin.  If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A)

If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age seventy and one-half (70-1/2), if later.

(B)

If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C)

If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth (5th) anniversary of the Participant’s death.

(D)

If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 9.11(b)(ii), other than Section 9.11(b)(ii)(A), will apply as if the surviving Spouse were the Participant.

(iii)

Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries.  If the Participant dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Section 9.11(b)(ii), but the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth (5th) anniversary of the Participant’s death.  If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant.

(iv)

Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.  Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the Life Expectancy rule in Sections 9.11(b)(ii) and 9.11(d)(ii) applies to distributions after the death of a Participant who has a Designated Beneficiary.  The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 9.11(b)(ii), or by September 30 of the calendar year which contains the fifth (5th) anniversary of the Participant’s (or, if applicable, surviving Spouse's) death.  If neither the Participant nor Beneficiary makes an election under this subsection, distributions will be made in accordance with Sections 9.11(b)(ii) and 9.11(d)(ii) and, if applicable, the elections in Section 9.11(b)(iii) above.

(v)

Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.  A Designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the Life Expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the Life Expectancy rule for all Distribution Calendar Years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

(vi)

Form of Distribution.  Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 9.11(c), (d) and (e).  If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.  Any part of the Participant’s interest which is in the form of an individual account described in Section 414(k) of the Code, if applicable, will be distributed in a manner satisfying the requirements of Section 401(a)(9) of the Code and the Treasury regulations that apply to individual accounts.

(c)

Determination of Amount to be Distributed Each Year

(i)

General Annuity Requirements.  If the Participant’s interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:

(A)

the annuity distributions will be paid in periodic payments made at intervals not longer than one year;

(B)

the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 9.11(d) or (e);

(C)

once payments have begun over a period certain, the period certain will not be changed, even if the period certain is shorter than the maximum permitted; and

(D)

payments will either be nonincreasing or increase only as follows:

(I)

by an annual percentage increase that does not exceed the percentage increase in an eligible cost-of-living index for a twelve (12) month period ending in the year during which the increase occurs or a prior year.

(II)

by a percentage increase that occurs at specified times and does not exceed the cumulative total of annual percentage increases in an eligible cost-of-living index since the annuity starting date, or if later, the date of the most recent percentage increase;

(III)

by a constant percentage of less than five percent (5%) per year, applied not less frequently than annually;

(IV)

as a result of dividend or other payments that result from actuarial gains, provided:

(1)

actuarial gain is measured not less frequently than annually;

(2)

the resulting dividend or other payments are either paid no later than the year following the year for which the actuarial experience is measured or paid in the same form as the payment of the annuity over the remaining period of the annuity (beginning no later than the year following the year for which the actuarial experience is measured;

(3)

the actuarial gain taken into account is limited to actuarial gain from investment experience;

(4)

the assumed interest rate used to calculate such actuarial gains is not less than three percent (3%); and

(5)

the annuity payments are not increased by a constant percentage as described in Section 9.11(c)(i)(D)(III);

(V)

to the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit, but only if there is no longer a survivor benefit because the Beneficiary whose life was being used to determine the distribution period in Section 9.11(c)(i)(D)(IV) dies or is no longer the Participant’s Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p);

(VI)

to provide a final payment upon the Participant’s death not greater than the excess of the actuarial present value of the Participant’s Accrued Benefit (within the meaning of Code Section 411(a)(7)) calculated as of the annuity starting date using the Applicable Interest Rate and the Applicable Mortality Table defined in Section E. of Appendix A (or if greater, the total amount of employee contributions) over the total of payments before the Participant’s death;

(VII)

to allow a Beneficiary to convert the survivor portion of a joint and survivor annuity into a single sum distribution upon the Participant’s death; or

(VIII)

to pay increased benefits that result from a plan amendment.

(ii)

Amount Required to be Distributed by Required Beginning Date.  The amount that must be distributed on or before the Participant’s Required Beginning Date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 9.11(b)(ii)(A) or (B)) is the payment that is required for one payment interval.  The second payment need not be made until the end of the next payment interval, even if that payment interval ends in the next calendar year.  Payment intervals are the periods for which payments are received; e.g., bi-monthly, monthly, semi-annually, or annually.  All of a Participant’s benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s Required Beginning Date.

(iii)

Additional Accruals After First Distribution Calendar Year.  Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.

(d)

Requirements For Annuity Distributions That Commence During Participant’s Lifetime

(i)

Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse.  If the Participant’s interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a nonspouse Designated Beneficiary, annuity payments to be made on or after the Participant’s Required Beginning Date to the Designated Beneficiary after the Participant’s death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Treasury Regulations Section 1.401(a)(9)-6, Q&A-2(c)(2), in the manner described in Q&A-2(c)(1).  If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a nonspouse Designated Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain.

(ii)

Period Certain Annuities.  Unless the Participant’s Spouse is the sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Income Tax Regulations Section 1.401(a)(9)-9, Q&A-2 for the calendar year that contains the annuity starting date.  If the annuity starting date precedes the year in which the Participant reaches age seventy (70), the applicable distribution period for the Participant is the distribution period for age seventy (70) under the Uniform Lifetime Table set forth in Income Tax Regulations Section 1.401(a)(9)-9, Q&A-2 plus the excess of seventy (70) over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date.  If the Participant’s Spouse is the Participant’s sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this Section 9.11(d)(ii), or the joint life and last survivor expectancy of the Participant and the Participant’s Spouse as determined under the Joint and Last Survivor Table set forth in Income Tax Regulations Section 1.401(a)(9)-9, Q&A-3, using the Participant’s and Spouse's attained ages as of the Participant’s and Spouse's birthdays in the calendar year that contains the annuity starting date.

(e)

Requirements For Minimum Distributions Where Participant Dies After the Date Distributions Begin

(f)

Definitions

(i)

Designated Beneficiary.  The individual who is designated by the Participant (or the Participant’s surviving spouse) as the Beneficiary of the Participant’s interest under the Plan and who is the Designated Beneficiary under Section 401(a)(9) of the Code and Income Tax Regulations Section 1.401(a)(9)-4.

(ii)

Distribution Calendar Year.  A calendar year for which a minimum distribution is required.  For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date.  For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 9.11(b)(ii).

(iii)

Life Expectancy.  Life Expectancy as calculated by use of the Single Life Table in Income Tax Regulations Section 1.401(a)(9)-9, Q&A-1.

(iv)

Required Beginning Date.  The date specified in Section 9.10(c) or (d), whichever is applicable.

(v)

Actuarial Gain.  The difference  between an amount determined using the actuarial assumptions (i.e.) investment return, mortality, expense and other similar assumptions) used to calculate the initial payments before adjustment for any increases and the amount determined under the actual experience with respect to those factors.  Actuarial Gain also includes differences between the amount determined using actuarial assumptions when an annuity was purchased or commenced and such amount determined using actuarial assumptions used in calculating payments at the time the Actuarial Gain is determined.

(vi)

Eligible Cost-of-Living Index.  An index described in Sections (b)(2), (b)(3) or (b)(4) of Regulations 1.401(a)(9)-6, Q&A-14.

(a)

Subject to the provisions of Section 9.10 and notwithstanding any other provisions contained in the Plan to the contrary, (i) a Retired Participant receiving benefits who is reemployed by the Employer or an Affiliated Employer which is a Participating Employer or (ii) a Participant who continues in the employment of the Employer or an Affiliated Employer which is a Participating Employer beyond his Normal Retirement Date, shall not be entitled to receive benefit payments for any month during which he completes at least forty (40) Hours of Service (increased to one hundred (100) Hours of Service, effective October 8, 1998) in Section 203(a)(3)(B) service without regard to any use of equivalencies set forth in Article I under the definition of Hours of Service.  Consequently, the amount of benefits which are paid later than Normal Retirement Age will be computed as if the Participant had been receiving benefits since Normal Retirement Age.

(b)

No payments shall be withheld under this provision unless the Participant is notified of such suspension of benefits by personal delivery, first class mail or other delivery method permitted under Department of Labor Regulations Section 2530.203-3 during the first calendar month or payroll period in which payments are to be suspended.  Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a description of the Plan provision relating to the suspension of payments, a copy of such provisions, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203‑3 of the Code of Federal Regulations.

(c)

The amount suspended shall be:

(i)

In the case of benefits payable periodically on a monthly basis for as long as a life (or lives) continues, such as a Straight Life Annuity or a qualified Joint and Survivor Benefit, an amount equal to the portion of a monthly benefit derived from Employer contributions.

(ii)

In the case of a benefit payable in a form other than the form described in subsection (i) above, an amount from the Employer provided portion of benefit payments for a calendar month in which the Employee is employed in Section 203(a)(3)(B) service, equal to the lesser of:

(A)

The amount of benefits which would have been payable to the Employee if he had been receiving monthly benefits under the Plan since actual retirement based on a Straight Life Annuity commencing at actual retirement age; or

(B)

The actual amount paid or scheduled to be paid to the Employee for such month.  Payments scheduled to be paid less frequently than monthly may be converted to monthly payments for purposes of the above sentence.

(d)

In addition, the notice shall inform the Participant of the Plan's procedures for affording a review of the suspension of benefits.  Requests for such reviews may be considered in accordance with the claims procedure adopted by the Plan pursuant to Section 503 of ERISA and applicable regulations.

(e)

In the event a Retired Participant or a Financial Federal Participant is subsequently reemployed and his benefit payments are suspended in accordance with this Section 9.13, subject to the provisions of Section 9.13(g), he shall be credited with any Vested Service, Credited Service or, if applicable, the amount of any remaining Financial Federal Plan Benefit to which he was entitled when he previously retired.

(f)

If the benefit payments are suspended under this Section 9.13, benefit payments shall commence or, if applicable, resume no later than the first day of the third calendar month following the first calendar month in which the Participant fails to complete at least forty (40) Hours of Service (increased to one hundred (100) Hours of Service, effective October 8, 1998) without regard to any use of equivalencies set forth in Article I under the definition of Hours of Service.  If payments were suspended for less than twelve (12) consecutive months, the prior form of benefit payment shall be reinstated.  Otherwise, the provisions of Sections 9.2 and 9.6 shall again become operative.

(g)

Any Retirement Benefit payable under this Section 9.13 shall be based on Compensation and Credited Service before and after the period of his previous retirement, reduced by an amount equal to the Actuarial Equivalent of those benefit payments received by the Participant.  Notwithstanding the foregoing, upon a Participant's subsequent retirement, that portion of his Retirement Benefit payable with respect to Credited Service before his prior retirement shall not be less than his previous Retirement Benefit modified, if applicable, to reflect any new election.

(h)

Notwithstanding the provisions of Sections 9.13(e) and 9.13(g), if a Retired Participant who is reemployed had received his Retirement Benefit attributable to his previous Credited Service in the form of a lump sum payment pursuant to the provisions of Section 9.8(a) or, if applicable, his Financial Federal Plan Benefit in the form of a lump sum payment pursuant to the provisions of Section 9.7(c)(ii), such previous Credited Service or, if applicable, his Financial Federal Plan Benefit shall be disregarded in determining the Retirement Benefit upon such Retired Participant's subsequent retirement unless:

(i)

the Retired Participant received a lump sum payment in lieu of a Vested Retirement Benefit; and

(ii)

such Participant's Vested Percentage under the Plan at the time of the lump sum payment was less than one hundred percent (100%); and

(iii)

such Participant repays to the Plan, the amount of such lump sum payment, together with interest thereon at the lesser of the rate of five percent (5%) per year, compounded annually or the rate determined under Section 411(c)(2)(C) of the Code, compounded annually.  Such repayment must be made no later than the earlier of:

(A)

the fifth (5th) anniversary of his reemployment date with the Employer, or

(B)

the last day of a Period of Severance of five (5) consecutive years determined from the date the lump sum payment was paid to him,

(i)

If a Participant received one or more benefit payments that would otherwise have been suspended, the full amount of any such payments shall be deducted from subsequent retirement payments; provided, however, that in any month, the deduction shall be limited to twenty-five percent (25%) of the total benefit otherwise payable.  Such twenty-five percent (25%) limitation shall not apply to the initial Retirement Benefit payment to which such Participant or Retired Participant may be entitled.

(j)

This Section does not apply to the minimum benefit to which the Participant is entitled under the Top-Heavy rules of Article XIII.

(k)

If a Participant is reemployed by the Employer after Retirement Benefits have commenced, any Retirement Benefits he is receiving shall continue unchanged.

(l)

Upon subsequent retirement, the Retirement Benefit payable under this Section 9.13 shall be based on Compensation and Credited Service before and after the period of his previous retirement and prior to the Plan Freeze Date, actuarially adjusted to take into account benefit payments received by the Participant under Section 9.13(k).  Notwithstanding the foregoing, upon a Participant’s subsequent retirement, that portion of his Retirement Benefit payable with respect to Credited Service before his prior retirement shall not be less than his previous Retirement Benefit modified, if applicable, to reflect any new election.

(m)

Effective February 1, 2014, this Section 9.13 shall not apply to any Participant who is receiving In-Service Distributions pursuant to Section 9.14.

(a)

A Participant (i) who has attained his or her Normal Retirement Age, and (ii) who has not incurred a Termination of Service, shall thereafter be eligible to receive In-Service Distributions of his or her Accrued Benefit.

(b)

In-Service Distributions shall be based on a Participant’s Accrued Benefit, determined as of the Plan Freeze Date, subject to adjustment to the extent provided in Section 7.3.

(c)

A Participant may elect to receive In-Service Distributions of his or her Retirement Benefit under any of the optional forms of benefit payments set forth under Section 9.7.

(d)

A Participant who is receiving In-Service Distributions and who subsequently incurs a Termination of Service may thereupon be eligible for a Postponed Retirement Benefit.  If applicable, the Postponed Retirement Benefit hereunder shall be actuarially adjusted to take into account all In-Service Distributions. A Participant who receives his or her entire Retirement Benefit as an In-Service Distribution, shall not thereafter be eligible for a Postponed Retirement Benefit upon incurring a Termination of Service.

(e)

A Participant who has been receiving In-Service Distributions and who continues in the employment of the Employer or an Affiliated Employer which is a Participating Employer, beyond his or her Normal Retirement Date, shall not have his or her benefit payments suspended pursuant to Section 9.13.

(f)

No death benefits, under Section 7.7, shall be paid upon the death of a Participant who receives In-Service Distributions prior to his or her death.

(a)

permit the payment of any Accrued Benefit prior to the Participant's Normal Retirement Age, without the consent of the Participant to whom payment is to be made;

(b)

permit the payment to a Participant who has a Spouse of any Accrued Benefit in a form other than a 50% Joint and Survivor Benefit, 75% Joint and Survivor Benefit or a 100% Joint and Survivor Benefit without the consent of the Participant and his Spouse given in accordance with Section 9.6(b);

(c)

permit the payment to a Participant who has no Spouse in any form other than a Straight Life Annuity without the consent of the Participant given in accordance with Section 9.6(b);

(d)

permit the elimination of any optional form of benefit or any early retirement benefit or retirement-type subsidy (within the meaning of Section 411(d)(3) of the Code).

(a)

a statement that the claim for the benefits under the Plan has been denied;

(b)

the specific reasons for the denial of the claim for benefits, citing the specific provisions of the Plan which set forth the reason or reasons for the denial;

(c)

a description of any additional material or information necessary for the Claimant to perfect the claim for benefits under the Plan and an explanation of why such material or information is necessary; and

(d)

appropriate information as to the steps to be taken if the Claimant wishes to appeal such decision.

(a)

"Determination Date" means, with respect to any Plan Year, the last day of the preceding Plan Year.  With respect to the first Plan Year, "Determination Date" means the last day of such Plan Year.

(i)

Distributions during year ending on the Determination Date.  The present values of Accrued Benefits of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one (1) year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code.  In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "five (5) year period" for "one (1) year period."

(ii)

Employees not performing services during year ending on the Determination Date.  The Accrued Benefits of any individual who has not performed services for the Employer during the one (1) year period ending on the Determination Date shall not be taken into account.

(b)

"Five-Percent Owner" means, if the Employer is a corporation, any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than five percent (5%) of the value of the outstanding stock of, or more than five percent (5%) of the total combined voting power of all the stock of, the Employer.  If the Employer is not a corporation, a Five-Percent Owner means any Employee who owns more than five percent (5%) of the capital or profits interest in the Employer.

(c)

"Key Employee" means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having Annual Compensation greater than one hundred thirty thousand dollars ($130,000) (as adjusted under Section 416(i)(1) of the Code, a five percent (5%) owner of the Employer, or a one percent (1%) owner of the Employer having Annual Compensation of more than one hundred fifty thousand dollars ($150,000).  For this purpose, "Annual Compensation" means compensation as defined under Section 8.1B.(e)(ii).  The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(d)

"Non-Key Employee" means an Employee or former Employee (or, where applicable, such person's Beneficiary) who is not a Key Employee.

(e)

"Officer" means an Employee who is an administrative executive in the regular and continued service of his Employer; any Employee who has the title but not the authority of an officer shall not be considered an Officer for purposes of this Article XIII.  Similarly, an Employee who does not have the title of an officer but has the authority of an officer shall be considered an Officer.  For purposes of this Article XIII, the maximum number of Officers that must be taken into consideration shall be determined as follows:  (i) three (3), if the number of Employees is less than thirty (30); (ii) ten percent (10%) of the number of Employees, if the number of Employees is between thirty (30) and five hundred (500); or (iii) fifty (50), if the number of Employees is greater than five hundred (500).  In determining such limit, the term "Employer" shall be determined in accordance with Sections 414(b), (c), (m), (n) and (o) of the Code and "Employee" shall include Leased Employees and exclude employees described in Section 414(q)(5) of the Code.

(f)

"One‑Percent Owner" means, if the Employer is a corporation, any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code modified by Section 416(i)(1)(B)(iii) of the Code) more than one percent (1%) of the value of the outstanding stock of, or more than one percent (1%) of the total combined voting power of all the stock of, the Employer.  If the Employer is not a corporation, a One‑Percent Owner means any Employee who owns more than one percent (1%) of the capital or profits interest in the Employer.

(g)

A "Permissive Aggregation Group" consists of one or more plans of the Employer that are part of a Required Aggregation Group, plus one or more plans that are not part of a Required Aggregation Group but that satisfy the requirements of Sections 401(a)(4) and 410 of the Code when considered together with the Required Aggregation Group.  If two (2) or more defined benefit plans are included in the aggregation group, the same actuarial assumptions must be used with respect to all such plans in determining the Present Value of Accrued Benefits.

(h)

"Present Value of Accrued Benefits" shall be determined in accordance with the actuarial assumptions set forth in Appendix A and the assumed benefit commencement date shall be determined taking into account any nonproportional subsidy.  Solely for the purpose of determining if the Plan, or any other plan included in a Required Aggregation Group of which this Plan is a part, is a Top-Heavy Plan, the Present Value of Accrued Benefits of a Non-Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (ii) if there is no single uniform method used by all plans, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

(i)

A "Required Aggregation Group" consists of each plan of the Employer (whether or not terminated) in which a Key Employee participates or participated at any time during the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years and each other plan of the Employer (whether or not terminated) which enables any plan in which a Key Employee participates or participated to meet the requirements of Section 401(a)(4) or 410 of the Code.  If two (2) or more defined benefit plans are included in the aggregation group, the same actuarial assumptions must be used with respect to all such plans in determining the Present Value of Accrued Benefits.

(j)

A "Top-Heavy Plan" means a Plan in which, for any Plan Year:

(i)

The Top-Heavy Ratio (as defined under Section 13.2(k)) for the Plan exceeds sixty percent (60%) and the Plan is not part of any Required Aggregation Group (as defined under Section 13.2(i) or Permissive Aggregation Group (as defined under Section 13.2(g)); or

(ii)

The Plan is a part of a Required Aggregation Group (but is not part of a Permissive Aggregation Group) and the Top-Heavy Ratio for the group of plans exceeds sixty percent (60%); or

(iii)

The Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds sixty percent (60%).

(k)

"Top-Heavy Ratio" means:

(i)

If the Employer maintains one or more qualified defined benefit plans and the Employer has not maintained any qualified defined contribution plans which during the five (5) year period ending on the Determination Date have or have had account balances, the Top-Heavy Ratio for the Plan alone or for the Required Aggregation Group or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Key Employees as of the Determination Date (including any part of any accrued benefit distributed in the one (1) year period ending on the Determination Date) and the denominator of which is the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Participants as of the Determination Date (including any part of any accrued benefit distributed in the one (1) year period ending on the Determination Date), determined in accordance with Section 416 of the Code and the regulations thereunder.

(ii)

If the Employer maintains one or more qualified defined benefit plans and the Employer maintains or has maintained one or more qualified defined contribution plans which during the five (5) year period ending on the Determination Date have or have had any account balances, the Top-Heavy Ratio for any Required Aggregation Group or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Key Employees, determined in accordance with (i) above, and the sum of the account balances under the aggregated qualified defined contribution plan or plans for all Key Employees as of the Determination Date, and the denominator of which is the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all participants, determined in accordance with (i) above, for all Participants and the sum of the account balances under the aggregated qualified defined contribution plan or plans for all Participants as of the Determination Date, all determined in accordance with Section 416 of the Code and the regulations thereunder.  The account balances under a qualified defined contribution plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an account balance made in the one (1) year period ending on the Determination Date.

(iii)

For purposes of subsections (i) and (ii) above, the value of account balances and the Present Value of Accrued Benefits will be determined as of the most recent Valuation Date that falls within the twelve (12) month period ending on the Determination Date, except as provided in Section 416 of the Code and the regulations thereunder for the first and second Plan Years of a qualified defined benefit plan.  The account balances and Present Value of Accrued Benefits of a Participant (A) who is a Non-Key Employee but who was a Key Employee in a prior year, or (B) who has not been credited with at least an Hour of Service with any employer maintaining the Plan at any time during the one (1) year period ending on the Determination Date, will be disregarded.  The calculation of the Top-Heavy Ratio, and the extent to which distributions are taken into account will be made in accordance with Section 416 of the Code and the regulations thereunder.  When aggregating plans, the value of account balances and the Present Value of Accrued Benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

(l)

"Valuation Date", for the purpose of computing the Top‑Heavy Ratio as defined in Section 13.2(k), means the last date of the Plan Year.

Years of Vested Service	Vested Percentage
Less than 2	0%
2 but less than 3	20%
3 but less than 4	40%
4 but less than 5	60%
5 but less than 6	80%
6 or more	100%

(a)

the vested percentage of a Participant's Accrued Benefit before the Plan ceased to be a Top-Heavy Plan shall not be reduced; and

(b)

after the Plan ceases to be a Top-Heavy Plan, each Participant with at least three (3) years of Vested Service with the Employer shall have his vested percentage computed under the greater of the provisions of this Section 13.3 or the provisions of Section 7.5.

(a)

Subject to the approval of the Trustees, the Employer shall have the right to amend, in whole or in part, any or all provisions of the Plan; provided, however, that no such amendment (i) shall authorize or permit any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Retired Participants, or their Beneficiaries, and (ii) shall cause or permit any portion of the Trust Fund to revert to or become the property of the Employer except to the extent provided in Sections 4.4 and 11.3.

(b)

If any amendment changes the vesting schedule, in the case of any Employee who is a Participant as of the later of the date such amendment is adopted or the effective date of the amendment, the nonforfeitable percentage (determined as of such date) of such Participant’s Accrued Benefit shall not be less than the percentage computed under the Plan without regard to such amendment.  Any Participant with three (3) or more years of Vested Service may, by filing a written request with the Employer, elect to have his vested percentage computed under the vesting schedule in effect prior to the amendment.

(i)

sixty (60) days after the amendment is adopted;

(ii)

sixty (60) days after the amendment becomes effective; or

(iii)

sixty (60) days after the Participant is issued written notice of the amendment from the Employer.

(a)

Except, effective August 5, 1997, to the extent of any offset of a Participant’s benefits as a result of any judgment, order, decree or settlement agreement provided in Section 401(a)(13)(C) of the Code, benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, garnish, execute, levy or otherwise affect any right to benefits payable hereunder, shall be void.  Notwithstanding the foregoing, the Plan shall permit the payment of benefits in accordance with a qualified domestic relations order as defined under Section 414(p) of the Code.

(b)

For purposes of Section 14.2(a):

(i)

a "domestic relations order" means a judgment, decree or order (including the approval of a property settlement) that is made pursuant to a state domestic relations or community property law and relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant.

(ii)

a "qualified domestic relations order" means a domestic relations order that (A) clearly specifies (I) the name and last known mailing address of the Participant and of each person's given rights under such domestic relations order, (II) the amount or percentages of the Participant's benefits under the Plan to be paid to each person covered by such domestic relations order, or manner in which such amount or percentage is to be determined, (III) the number of payments or the period to which such domestic relations order applies, and (IV) the name of the Plan; and (B) does not require the payment of a benefit in a form or amount that is (1) not otherwise provided for under the Plan, or (2) inconsistent with a previous qualified domestic relations order.

(a)

In no event shall an Employee who was a Participant under the Prior Plan receive a Retirement Benefit under this Plan which is less than the Retirement Benefit that would have been payable assuming (i) the Prior Plan provisions immediately preceding the Restatement Date had remained in effect until the Participant's Termination of Service, and (ii) the Participant terminated service on the day immediately preceding the Restatement Date.

(b)

No amendment to the Plan (including a change in the actuarial basis for determining optional or early retirement benefits) shall be effective to the extent that it has the effect of decreasing a Participant’s Accrued Benefit.  For purposes of this Section 14.4(b), a Plan amendment that has the effect of (i) eliminating or reducing an early retirement benefit or a retirement-type subsidy, or (ii) eliminating an optional form of benefit, with respect to benefits attributable to service before the amendment shall be treated as reducing Accrued Benefits.

(a)

Any lump sum distribution attributable to Participant contributions, if any, shall be limited to any amounts contributed by the Participant to the insurance company together with such interest thereon determined in accordance with the provisions of such contract.

(b)

In the event a contract has been terminated, benefit payments which commenced prior to the date the Employer terminated such contract shall continue to be paid in accordance with the provisions of the contract at the time of its termination.

(c)

Where a portion of the total benefit is provided pursuant to such contract, the portion payable under the Plan shall be such that the combined value of benefit payments under the Plan and the contract shall be equal to that which would have been payable had the benefits been payable solely under the Plan.

(d)

Any dividends or other distributions based upon actuarial experience forwarded to the Trustees under such contract shall be treated as investment income.

(e)

In the event the Plan is terminated pursuant to Article XI, any reserves held or benefits payable under such contract at the time of the Plan termination shall be taken into account in determining the order of priority and manner of allocation prescribed by Section 4044 of ERISA.

(f)

Any life insurance contract purchased for a Participant must be incidental to the primary purpose of providing retirement benefits under Treasury Regulations Section 1.401-1(b)(1) (i) and (ii).

A.	The following tables of Early Retirement, Vested Retirement and Postponed Retirement adjustment factors are based upon the Combined Annuity Mortality Table (Modified and Makehamized) rated back 3 years with interest at the rate of 3% per annum, compounded annually:

Number of Years Payments Commence Prior to Normal Retirement Date		Factor		Number of Years Payments Commence Prior to Normal Retirement Date		Factor
0		1.0000		10		.4829
1		.9205		11		.4535
2		.8496		12		.4264
3		.7860		13		.4016
4		.7289		14		.3786
5		.6774		15		.3574
6		.6308		16		.3378
7		.5885		17		.3195
8		.5500		18		.3026
9		.5149		19		.2868
				20		.2721

2.

Postponed Retirement Factors (Article VII)

Number of Years Payments Commence After Normal Retirement Date		Factor		Number of Years Payments Commence After Normal Retirement Date		Factor
0		1.0000		10		2.77043
1		1.08926		11		3.14706
2		1.19004		12		3.59705
3		1.30431		13		4.13894
4		1.43445		14		4.79705
5		1.58339		15		5.60357
6		1.75470		16		6.60164
7		1.95281		17		7.84971
8		2.18323		18		9.42807
9		2.45286		19		11.44848
				20		14.06880

l.

Joint and Survivor Payment Form

Age	100% Survivorship	75% Survivorship	66-2/3% Survivorship	50% Survivorship	33-l/3% Survivorship
50	90.0%	92.3%	93.1%	94.7%	96.4%
51	89.4	91.8	92.7	94.4	96.2
52	88.8	91.4	92.2	94.1	96.0
53	88.2	90.9	91.8	93.7	95.7
54	87.6	90.4	91.4	93.4	95.5
55	87.0	89.9	90.9	93.0	95.3
56	86.4	89.4	90.5	92.7	95.0
57	85.8	89.0	90.1	92.4	94.8
58	85.2	88.5	89.6	92.0	94.5
59	84.6	88.0	89.2	91.7	94.3
60	84.0	87.5	88.7	91.3	94.0
61	83.2	86.8	88.1	90.8	93.7
62	82.4	86.2	87.5	90.4	93.4
63	81.6	85.5	86.9	89.9	93.0
64	80.8	84.9	86.3	89.4	92.7
65	80.0	84.2	85.7	88.9	92.3
66	79.3	83.6	85.2	88.5	92.0
67	78.6	83.0	84.6	88.0	91.7
68	77.9	82.5	84.1	87.6	91.4
69	77.2	81.9	83.5	87.1	91.0
70	76.5	81.3	83.0	86.7	90.7
71	75.9	80.8	82.5	86.3	90.4
72	75.3	80.3	82.1	85.9	90.1
73	74.7	79.7	81.6	85.5	89.9
74	74.1	79.2	81.1	85.1	89.6
75	73.5	78.7	80.6	84.7	89.3

Factor B for all members:
for first 10 years			.7	%			.6	%			.5	%			.4	%			.3	%
for next 10 years			.5				.4				.4				.3				.3
for over 20 years			.3				.3				.2				.2				.2
Maximum allowable option factor			99.0	%			99.0	%			99.0	%			99.0	%			99.0	%

2.

Period Certain and Life Benefit Payment Form

Age	5 Year Certain and Life	10 Year Certain and Life	15 Year Certain and Life
40	99.9%	99.5%	98.9%
41	99.9	99.4	98.8
42	99.9	99.4	98.7
43	99.8	99.3	98.5
44	99.8	99.3	98.4
45	99.8	99.2	98.3
46	99.8	99.1	98.1
47	99.7	98.9	97.8
48	99.7	98.8	97.6
49	99.6	98.6	97.3
50	99.6	98.4	97.1
51	99.6	98.3	96.6
52	99.6	98.2	96.2
53	99.5	98.1	95.8
54	99.5	98.0	95.4
55	99.4	97.9	95.0
56	99.3	97.5	94.2
57	99.2	97.1	93.4
58	99.1	96.7	92.6
59	98.9	96.3	91.8
60	98.8	95.9	91.0
61	98.6	95.2	90.0
62	98.4	94.5	89.0
63	98.2	93.8	88.0
64	98.0	93.1	87.0
65	97.8	92.4	86.0
66	97.4	91.4	84.4
67	97.1	90.4	82.8
68	96.7	89.4	81.2
69	96.4	88.4	79.6
70	96.0	87.4	78.0
71	95.4	85.8	76.0
72	94.8	84.2	74.0
73	94.2	82.6	72.0
74	93.6	81.0	70.0
75	93.0	79.4	68.0

E.	Other Circumstances

(i)

Applicable Mortality Table shall mean:

(A)

for distributions with annuity starting dates prior to December 31, 2002, the 1983 Group Annuity Mortality Table based on a fixed blend of fifty percent (50%) of the male mortality rates and fifty percent (50%) of the female mortality rates as described in Section 807(d)(5)(A) of the Code (without regard to any other subparagraph of Code Section 807(d)(5)); or

(B)

for distributions with annuity starting dates after December 30, 2002 and prior to January 1, 2008, the mortality table prescribed in Revenue Ruling 2001-62; or

(C)

for distributions with annuity starting dates on or after the first day of the first Plan Year commencing after December 31, 2007, the 2008 Applicable Mortality Table as provided by Revenue Ruling 2007-67, which is based upon a fixed blend of fifty percent (50%) of the static male combined mortality rates and fifty percent (50%) of the static female combined mortality rates published in proposed Income Tax Regulation Section 1.430(h)(3)-1 for valuation dates occurring in 2008.  Such mortality table shows, for each age, the number living based upon a starting population of one million lives at age 1 (lx), and the annual rate of mortality (qx).  The applicable Code Section 417(e)(3) mortality table for each subsequent year (“Subsequent Applicable Mortality Table”) shall be provided by the Treasury; shall generally be determined from the Code Section 430(h)(3)(A) mortality tables on the same basis as the 2008 Applicable Mortality Table; and shall automatically apply to distributions with annuity starting dates to which the specific Subsequent Applicable Mortality Table applies.

(A)

for distributions with annuity starting dates prior to January 1, 2008, the interest rate on 30-year Treasury securities for the second full calendar month preceding the first day of each Plan Year, which interest rate shall remain in effect throughout such Plan Year with respect to all Plan benefits commencing during such Plan Year; or

(B)

for distributions with annuity starting dates on or after the first day of the first Plan Year commencing after December 31, 2007, the adjusted first, second, and third segment rates for the second full calendar month preceding the first day of each Plan Year which would be determined under Code Section 430(h)(2)(C) if:

(aa)

Code Section 430(h)(2)(D) were applied by substituting the average yields for the month described in subsection (bb) for the average yields for the twenty-four (24) month period described in such section;

(bb)

Code Section 430(h)(2)(G)(i)(II) were applied by substituting Code Section 417(e)(3)(A)(ii)(II) for Code Section 412(b)(5)(B)(ii)(II); and

(cc)

the applicable percentage under Code Section 430(h)(2)(G) were determined according to the following table:

In the case of Plan Years beginning:	The applicable percentage is:
2008	20%
2009	40%
2010	60%
2011	80%