Year ended December 31

exhibit 10.12

Sterling Chemicals, Inc.

Amended And Restated
Pension Plan

Effective as of January 1, 2011

Amended And Restated
Salaried Pension Plan

Table of Contents

PREAMBLE			1
ARTICLE I			2
DEFINITIONS			2
1.1 Plan Definitions			2
1.2 Construction			16
ARTICLE II			17
HOURS OF SERVICE			17
2.1 Crediting of Hours of Service			17
2.2 Hours of Service Equivalencies			19
2.3 Determination of Non-Duty Hours of Service			19
2.4 Allocation of Hours of Service to Service Computation Periods			20
2.5 Department of Labor Rules			21
ARTICLE III			22
SERVICE & CREDITED SERVICE			22
3.1 Service			22
3.2 Credited Service			23
3.3 Transfers			24
3.4 Retirement or Termination and Reemployment			25
3.5 Finality of Determinations			27
ARTICLE IV			28
ELIGIBILITY FOR PARTICIPATION			28
4.1 Participation			28
4.2 Termination of Participation			28
4.3 Finality of Determinations			28
ARTICLE V			29
NORMAL RETIREMENT			29
5.1 Eligibility			29
5.2 Amount			29
5.3 401(a)(17) Fresh Start Adjustments			31
5.4 Special Calculation For Participants Who Transferred From The Prior Salaried or Hourly Plan			32
5.5 Special Calculation For Participants Who Transferred From A Canadian Affiliate			32
5.6 Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date			33

5.7 Payment			33
ARTICLE VI			34
EARLY RETIREMENT			34
6.1 Eligibility			34
6.2 Amount			34
6.3 Early Retirement Supplement			36
6.4 Payment			36
ARTICLE VII			37
VESTED RIGHTS			37
7.1 Vesting			37
7.2 Eligibility for Deferred Vested Retirement Benefit			37
7.3 Amount of Deferred Vested Retirement Benefit			37
7.4 Payment			38
7.5 Election of Former Vesting Schedule			38
ARTICLE VIII			39
DISABILITY			39
8.1 Eligibility for Disability Accruals			39
8.2 Disability Retirement			39
8.3 Disability Accrual			40
ARTICLE IX			41
FORMS OF PAYMENT			41
9.1 Normal Form of Payment			41
9.2 Optional Forms of Payment			42
9.3 Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary			45
9.4 Notice Regarding Forms of Payment			46
9.5 Election Period			47
9.6 Spousal Consent Requirements			47
9.7 Death Prior to Annuity Starting Date			48
9.8 Effect of Reemployment on Form of Payment			48
ARTICLE X			49
SURVIVOR BENEFITS			49
10.1 Eligibility for Qualified Preretirement Survivor Annuity			49
10.2 Amount of Qualified Preretirement Survivor Annuity			49
10.3 Payment of Qualified Preretirement Survivor Annuity			50
ARTICLE XI			51

GENERAL PROVISIONS & LIMITATIONS REGARDING BENEFITS			51
11.1 Suspension of Benefits for Rehired Retired Participants			51
11.2 Exception to Suspension of Benefits Rule			51
11.3 Non-Alienation of Retirement Rights or Benefits			51
11.4 Payment of Benefits to Others			51
11.5 Payment of Small Benefits; Deemed Cashout			52
11.6 Direct Rollovers			52
11.7 Limitations on Commencement			54
11.8 Minimum Required Distributions			54
11.9 Offset to Accrual After Normal Retirement Date			60
11.10 Limitations based on funded status			60
ARTICLE XII			62
MAXIMUM RETIREMENT BENEFITS			62
12.1 definitions			62
12.2 Maximum Limitation on Annual Benefits			70
12.3 Grandfather Prior Benefits			70
12.4 Frozen Benefits			70
12.5 Manner of Reduction			71
ARTICLE XIII			72
PENSION FUND			72
13.1 Pension Fund			72
13.2 Contributions by the Employers			72
13.3 Expenses of the Plan			72
13.4 No Reversion			72
13.5 Forfeitures Not to Increase Benefits			73
13.6 Change of Funding Medium			73
ARTICLE XIV			74
ADMINISTRATION			74
14.1 Authority of the Sponsor			74
14.2 Action of the Sponsor			74
14.3 Claims Review Procedure			75
14.4 Qualified Domestic Relations Orders			76
14.5 Indemnification			76
14.6 Actions Binding			76
ARTICLE XV			77
ADOPTION BY OTHER ENTITIES			77
15.1 Adoption by Affiliated Companies			77
15.2 Effective Plan Provisions			77

ARTICLE XVI			78
AMENDMENT & TERMINATION OF PLAN			78
16.1 Sponsor’s Right of Amendment			78
16.2 Termination of the Plan			78
16.3 Adjustment of Allocation			80
16.4 Assets Insufficient for Allocation			80
16.5 Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2			80
16.6 Allocations Resulting in Discrimination			80
16.7 Residual Assets			81
16.8 Meanings of Terms			81
16.9 Payments by the Funding Agent			81
16.10 Residual Assets Distributable to the Employers			81
16.11 Withdrawal of an Employer			81
ARTICLE XVII			83
MISCELLANEOUS			83
17.1 No Commitment as to Employment			83
17.2 Claims of Other Persons			83
17.3 Governing Law			83
17.4 Nonforfeitability of Benefits Upon Termination or Partial Termination			83
17.5 Merger, Consolidation, or Transfer of Plan Assets			83
17.6 Funding Agreement			84
17.7 Benefit Offsets for Overpayments			84
17.8 Internal Revenue Requirements			84
17.9 Overall Permitted Disparity Limits			85
17.10 Veterans Reemployment Rights			86
17.11 Location of Payee Unknown			86
ARTICLE XVIII			87
TOP-HEAVY PROVISIONS			87
18.1 Top-Heavy Plan Definitions			87
18.2 Applicability of Top-Heavy Plan Provisions			89
18.3 Top-Heavy Vesting			89
18.4 Minimum Top-Heavy Benefit			90

Preamble

The Sterling Chemicals, Inc. Amended and Restated Salaried Employees’ Pension Plan (the “Salaried Plan”) was originally established effective August 1, 1986. The Salaried Plan was amended effective June 1, 2004 to close participation in the Salaried Plan, and was amended effective December 31, 2004 to freeze further accruals under the Salaried Plan. The Sterling Chemicals, Inc. Amended and Restated Hourly Paid Employees’ Pension Plan (the “Hourly Plan”) was originally established effective August 1, 1986. The Hourly Plan was amended effective June 1, 2004 to close participation in the Hourly Plan, and was amended effective July 1, 2007 to freeze further accruals under the Hourly Plan. Effective 11:59 p.m. on December 31, 2010, the Hourly Plan is being merged with and into the Salaried Plan, with the resulting plan to be known as the Sterling Chemicals, Inc. Amended and Restated Pension Plan.

Except as otherwise specifically provided in the Plan, this amended and restated Plan shall be effective as of 11:59 p.m. December 31, 2010, and the rights of any person who does not have an Hour of Service under the Plan on or after January 1, 2011, shall generally be determined in accordance with the terms of the Plan as in effect on the date for which he was last credited with an Hour of Service.

The Plan is further also being amended and restated, effective as of January 1, 2011, with certain provisions effective as of other dates, to incorporate all prior amendments into a single Plan document and to satisfy the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the “EGTRRA”), the Job Creation and Worker Assistance Act of 2002, the American Jobs Creation Act of 2004 (the “JCWAA”), the Pension Funding Equity Act of 2004 (“PFEA”), the American Jobs Creation Act of 2004 (the “AJCA”), the Katrina Emergency Tax Relief Act of 2005 (the “KETRA”), the Gulf Opportunity Zone Act of 2005 (the “GOZA”), Pension Protection Act of 2006 (the “PPA”), the U.S. Troop Readiness, Veterans’ Care, Katrina Recovery, Iraq Accountability Appropriations Act, 2007, the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART”) and the Worker, Retiree, and Employer Recovery Act of 2008 (the “WRERA”), as well as certain regulatory changes and interpretations that have been published by the Internal Revenue Service and U.S. Treasury Department since the prior restatement. The PPA amendments are intended as good faith compliance with the requirements of the PPA and are to be construed in accordance with the PPA and the amendments thereto.

Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in his Accrued Benefit under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his Accrued Benefit on the day immediately preceding the effective date.

Article I

Definitions

1.1

Plan Definitions

As used herein, the following words and phrases, when they appear with initial letters capitalized as indicated below, have the meanings hereinafter set forth:

		A Participant’s “Accrued Benefit” as of any date means the portion of his monthly normal retirement benefit accrued as of that date determined as provided in Article V, based on his years of Credited Service and the benefit formula or rate in effect on that date; provided, however, that effective December 31, 2004 for Salaried Participants and July 1, 2007 for Hourly Participants, a Participant’s Accrued Benefit means his benefit accrued as of December 31, 2004 and July 1, 2007, respectively, as determined under the terms of the Salaried Plan and the Hourly Plan in effect on that date.
		The “Actuarial Equivalent” of a value means the actuarial equivalent determined using the 1971 Towers, Perrin, Forster & Crosby Forecast Mortality Table with ages set back one year for Participants and ages set back five years for Beneficiaries and an interest rate of seven percent, except that in determining present value for purposes of a single sum payment, the following factors shall be used: (i) the table prescribed by the Secretary of the Treasury, which shall be based on the prevailing commissioners’ standard table, described in Code Section 807(d)(5)(A), used to determine reserves for group annuity contracts issued on the date as of which present value is being determined (without regard to any other subparagraph of Code Section 807(d)(5)) and (ii) the annual rate of interest on 30-year Treasury securities for the second calendar month preceding the Plan Year in which the distribution is made. For any single sum payment with an Annuity Starting Date on or after December 31, 2002, the applicable mortality table is the table specified in Revenue Ruling 2001-62.
		Notwithstanding the foregoing, for distributions made prior to October 1, 2000, for purposes of determining present value, the following factors were applicable: (i) the mortality rates used by the Pension Benefit Guaranty Corporation for terminating single-employer plans and (ii) the “PBGC interest rate.” For any distribution made on or after October 1, 2000, but before December 27, 2002 for a Salaried Participant or before February 22, 2003 for an Hourly Participant, present value was determined using the factors in this paragraph or the immediately preceding paragraph, whichever provided a greater benefit.
		For purposes of this section, the “PBGC interest rate” means the immediate and deferred rates, as applicable, utilized by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on plan termination as in effect at the beginning of the Plan Year in which present value is being determined.

		For a Participant who has reached Normal Retirement Date at the time present value is being determined, the present value of his Accrued Benefit shall be calculated based on the immediate annuity payable to the Participant as of his Annuity Starting Date. For a Participant who has not yet reached Normal Retirement Date at the time present value is being determined, the present value of his Accrued Benefit shall be calculated based on a deferred annuity payable commencing at Normal Retirement Date. For purposes of this paragraph, immediate and deferred annuities will be in the normal form applicable to unmarried Participants under Section 9.1 of the Plan.
		Notwithstanding the foregoing, effective for Plan Years beginning December 1, 2008 or after, for determining the value of single sum distributions, the Applicable Interest Rate shall be determined as set forth in Notice 2007-81, Rev. Rule 2007-67 and/or other subsequent guidance issued under the requirements of the PPA, namely, the applicable interest rate under Section 417(e)(3)(c) of the Code (commonly referred to as the Corporate Bond Rate), which is the adjusted first, second and third segment rates applied under rules similar to the rules of Section 430(h)(2)(c) of the Code (determined without regard to the 24-month average provided under Section 430(h)(D)(i) of the Code and applying the five-year transition phase-in rule of Section 417(e)(3)(ii) of the Code), determined each Plan Year using the interest rates in effect for the second full calendar month immediately preceding the first day of the Plan Year containing the benefit commencement date. Notwithstanding the foregoing, effective for Plan Years beginning December 1, 2008 or after, the Applicable Mortality Table for determining the value of lump sum distributions shall be determined as set forth in Rev. Rul. 2007-67 and/or other subsequent guidance issued under the requirements of the PPA.
		The “Actuary” means an independent actuary selected by the Sponsor, who is an enrolled actuary as defined in Code Section 7701(a)(35), or a firm or corporation of actuaries having such a person on its staff, which person, firm, or corporation is to serve as the actuarial consultant for the Plan.
		The “Administrator” means the Sponsor unless the Sponsor designates another person or persons to act as such.
		An “Affiliated Company” means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Code Section 414.
		A Participant’s, or Beneficiary’s, if the Participant has died, “Annuity Starting Date” means the first day of the first period for which an amount is paid as an annuity or, in the case of a single sum payment, the first day on which all events have occurred which entitle the Participant, or his Beneficiary, if applicable, to such benefit.
		If a Participant whose Annuity Starting Date has occurred is reemployed by an Employer or an Affiliated Company resulting in a suspension of benefits in accordance with the provisions of Section 11.1, for purposes of determining the form of payment of such

		Participant’s benefit upon his subsequent retirement, such prior Annuity Starting Date shall apply to benefits accrued prior to the Participant’s reemployment. Such prior Annuity Starting Date shall also apply to benefits accrued following the Participant’s reemployment if such prior Annuity Starting Date occurred on or after the Participant’s Normal Retirement Date. Such prior Annuity Starting Date shall not apply to benefits accrued following the Participant’s reemployment if such prior Annuity Starting Date occurred prior to the Participant’s Normal Retirement Date.
		A Salaried Participant’s “Average Monthly Earnings” means the greater of the average of:

(1)

his monthly Earnings during the 36 months immediately preceding the earlier of:

	(i)		the date the Salaried Participant’s employment terminates (or the Participant’s period of employment, if shorter); or
	(ii)		January 1, 2005; or

(2)

his highest average Earnings received for any three consecutive calendar years during the five consecutive calendar years immediately preceding the earlier of:

	(i)		the calendar year during which the Salaried Participant’s employment terminates, or;
	(ii)		January 1, 2005.

		If a Salaried Participant has no Earnings during one or more of the 36 months described above, the average shall be determined based on the last 36 months during which he has Earnings.
		Average Monthly Earnings shall be determined assuming that Earnings for any month during which a Participant receives disability income from any Employer-sponsored welfare plan shall equal the Salaried Participant’s base salary for the calendar month immediately preceding the calendar month in which his disability commenced.
		If a Salaried Participant’s base salary has been reduced because of a decline in his physical or mental capacity to continue his former assignment, or because he was transferred to a position of reduced responsibilities or his assignment was abolished or its responsibilities curtailed, the Salaried Participant’s base salary will be used, as if it had not been reduced.
		Notwithstanding any other provision of the Plan to the contrary, Earnings for employment after January 1, 2005 shall not be included in determining a Salaried Participant’s Average Monthly Earnings.

		A Participant’s “Beneficiary” means any beneficiary who is entitled to receive a benefit under the Plan upon the death of the Participant. Notwithstanding the foregoing, effective for Plan Years beginning December 1, 2008, a Participant’s Beneficiary shall also mean a trust within the meaning of Code Section 401(a)(9)(E).
		A “Break in Service” with respect to any Employee means any Service Computation Period during which he completes fewer than 501 Hours of Service, except that no Employee shall incur a Break in Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if authorized in advance by an Employer pursuant to its uniform leave policy, if his employment is not otherwise terminated during the period of such absence.
		The “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section shall include (i) such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section and (ii) all rulings, regulations, notices, announcements, and other pronouncements issued by the U.S. Treasury Department, the Internal Revenue Service, and any court of competent jurisdiction that relate to such section.
		A Participant’s “Covered Compensation” means the average, without indexing, of the taxable wage bases under Section 230 of the Social Security Act in effect for each calendar year during the 35-year period ending on the last day of the calendar year in which the employee attains (or will attain) Social Security retirement age, as determined under Code Section 415(b)(8). In determining a Participant’s Covered Compensation, the following shall apply:

	(1)		For calendar years within the 35-year period, the taxable wage base in effect for future calendar years shall be assumed to be the same as the taxable wage base in effect as of the beginning of the Plan Year in which the determination is being made.
	(2)		For calendar years after the 35-year period ends, a Participant’s Covered Compensation means his Covered Compensation for the Plan Year in which the 35-year period ends.
	(3)		For calendar years before the 35-year period begins, a Participant’s Covered Compensation means the taxable wage base in effect as of the beginning of the Plan Year in which the determination is being made.

		A Participant’s Covered Compensation shall be adjusted each Plan Year.
		A Participant’s Covered Compensation for purposes of calculating his retirement benefit under the Plan shall be his Covered Compensation determined as of the date his retirement benefit is being calculated or, if earlier, as of the date the Participant ceased to accrue benefits under the Plan.

		A Participant’s “Credited Service” means his period of service for purposes of determining the amount of any benefit for which he is eligible under the Plan, as computed in accordance with the provisions of Article III.
		“Designated Non-U.S. Citizen Foreign Service Employee” means a person employed by a Subsidiary who satisfies all of the following requirements:

	(1)		He is not a Citizen or Resident (as defined in Code Section 7701(b)) of the United States of America; and
	(2)		He is not covered by or participating in any funded plan of deferred compensation maintained or otherwise provided by any party other than the Employer and its subsidiaries with respect to the remuneration paid to him by such Foreign Subsidiary or Foreign Operating Subsidiary; and
	(3)		He is on international assignment from the Employer and is employed at a location outside the United States; and
	(4)		He has been designated by the Employer or its delegate as a Designated Non-U.S. Citizen Foreign Service Employee.

		Notwithstanding the foregoing, the Employer or its delegate may preclude participation or impose such terms, conditions and restrictions on the participation of a Designated Non-U.S. Citizen Foreign Service Employee as the Employer or its delegate, in the exercise of its sole discretion, deems necessary or desirable in order to comply with U.S. or foreign law (including, but not limited to, tax reporting and withholding, securities registration or currency law requirements imposed by law or treaty) as it affects the Designated Non-U.S. Citizen Foreign Service Employee, the Employer, the Sponsor, the trustee or any agent of the foregoing.
		A Participant is “Disabled” if the Participant meets the eligibility requirements in Section 8.1.
		“Disability Accrual” means the benefit described in Section 8.3 that applies to a Participant who is Disabled and is receiving payments from the LTD Plan.
		“Disability Retirement Benefit” means the benefit described in Section 8.2 that applies to a Participant who is Disabled and is not receiving payments from the LTD Plan.
		“Early Retirement Date”

(a)

For a Salaried Participant means the following:

	(1)		for a Salaried Participant who elects to commence payments while he continues in employment with his Employer or an Affiliated Company, as permitted under Section 6.1 of the Plan, the first day of the month following the later of (a) the month in which he meets the eligibility requirements to receive early retirement benefits while continuing employment with his Employer or an Affiliated Company under Section 6.1 or (b) the month in which he makes written application for an early retirement benefit; or
	(2)		for a Salaried Participant who does not elect to commence payments while he continues in employment with his Employer or an Affiliated Company, the first day of the month following the later of the month in which he retires after meeting the eligibility requirements in Section 6.1 or the month in which he makes written application for an early retirement benefit, but not, in either case, later than his Normal Retirement Date.

(b)

For an Hourly Participant means the following:

	(1)		for an Hourly Participant who elects to commence payments while his employment continues, as permitted under Section 6.1 of the Plan, the first day of the month following the latest of (i) the month in which he meets the eligibility requirements in Section 6.1, (ii) the month in which he attains age 62, or (iii) the month in which he makes written application for an early retirement benefit; or
	(2)		for an Hourly Participant who does not elect to commence payments while his employment continues, the first day of the month following the later of the month in which he retires after meeting the eligibility requirements in Section 6.1 or the month in which he makes written application for an early retirement benefit, but not later than his Normal Retirement Date.

The “Earnings” of a Salaried Participant for any Earnings Computation Period means all compensation from the Employer including shift differential pay, overtime pay, holiday pay, sick leave pay, fire brigade pay, military summer encampment pay, and incentive pay. Incentive pay for this purpose shall mean additional compensation, which may be paid on an annual or more frequent basis, and which is computed under a formula directly reflecting the performance of a Salaried Participant or group of Salaried Participants, but shall not include any award made under the Employer’s incentive plan nor any distributions made from the incentive plan or profit sharing plan. Notwithstanding the foregoing, Earnings include any amount that would have been included in the foregoing description, but for the Salaried Participant’s election to defer payment of such amount under Code Section 124, 402(e)(3), 401(h)(1)(B), 403(b) or 457(b) and, effective for Plan Years beginning on and after January 1, 2001, Earnings shall also include any amount that is not included in the Salaried Participant’s taxable gross income pursuant to Code Section 132(f).

		Earnings shall exclude bonuses, commissions, amounts paid under any incentive plans in the future, amounts paid by the Employer for insurance or other welfare plans or benefits, pay in lieu of vacations, strike pay received prior to May 2, 2004, and additional earnings or other forms of compensation in excess of a Salaried Participant’s normal salary that is received by a Salaried Participant on or after May 2, 2004 for services provided during a strike or lockout.
		In no event, however, shall the Earnings of a Salaried Participant taken into account under the Plan for any 12 consecutive Earnings Computation Periods (the “limitation period”) exceed (1) $200,000 for limitation periods beginning before January 1, 1994, or (2) $150,000 for limitation periods beginning on or after January 1, 1994. Notwithstanding the foregoing, for any Salaried Participant who is credited with at least one Hour of Service on or after January 1, 2002, the annual Earnings of such Salaried Participant taken into account in determining benefit accruals for any Plan Year beginning after December 31, 2001 shall not exceed $200,000. For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, Earnings for any prior determination period shall be limited to $200,000.
		The limitations set forth in the preceding paragraph shall be subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for limitation periods beginning in such calendar year.
		An “Earnings Computation Period” means each calendar month.
		An “Employee” means (i) any employee on the payroll of an Employer who is characterized or treated by the Employer as a common law employee; or (ii) any person who is designated by the Employer as a “U.S. Foreign Service Employee” or a “Designated Non-U.S. Citizen Foreign Service Employee”. Any employee who becomes an Employee as a result of reclassification by the Employer as a common law employee shall become an Employee effective as of the date of such reclassification.
		Notwithstanding the foregoing, the term “Employee” shall not include the following:

	(1)		any nonresident alien who does not receive United States source income;
	(2)		any person other than an Hourly Participant, covered by a collective bargaining agreement between employee representatives and the Employer, unless the collective bargaining agreement specifically provides for participation in the Plan;
	(3)		any temporary worker who is engaged through or employed by a temporary or leasing agency; or

(4)

any leased employee or any person who is an independent contractor or who is employed by another company while providing services to the Employer.

		For purposes of the Plan with respect to the provisions of Code Sections 401(a)(3), (4), (7) and (16), and 408(k), 410, 411, 415 and 416, any “leased employee,” other than an excludable leased employee, shall be treated as an employee of an Employer or any other Affiliated Company; provided, however, that no “leased employee” shall become an Employee or shall accrue a benefit hereunder based on service as a “leased employee”.
		A “leased employee” means any person who performs services for an Employer or an Affiliated Company (the “recipient”) (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the “leasing organization”) on a substantially full-time basis for a period of at least one year, provided that such services are performed under the primary direction or control of the recipient. An “excludable leased employee” means any leased employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each Participant in the plan equal to at least ten percent of compensation, (ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipient’s nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the recipient shall be treated as provided by the recipient.
		An “Employer” means the Sponsor and any entity which has adopted the Plan as may be provided under Article XV.
		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
		An Hourly Participant’s “Final Average Pay” means the sum of his Average Base Pay, Average Overtime Pay, and Average Shift Premium for the Averaging Period described in (1) or (2) below, whichever provides the greater dollar amount:

(1)

the last 36 calendar months during which he has Base Pay immediately preceding the earlier of:

(i)

the date the Hourly Participant’s employment terminates (or the Hourly Participant’s period of employment, if shorter); or

(ii)

July 1, 2007; or

(2)

his highest three calendar years during the five consecutive calendar years immediately preceding the earlier of:

	(i)		the calendar year during which the Hourly Participant’s employment terminates, or;
	(ii)		January 1, 2007.

For purposes of this Section, the following terms have the following meanings:

	(3)		An Hourly Participant’s “Average Base Pay” means his average Base Pay on the last day of each month during the applicable Averaging Period multiplied by 2,080.
	(4)		An Hourly Participant’s “Average Overtime Pay” means his Base Pay multiplied by the average number of overtime hours worked by all Employees at the location at which the Hourly Participant is employed during the applicable Averaging Period. For this purpose, overtime hours are considered worked during the month in which an Employee is paid for such hours.
	(5)		An Hourly Participant’s “Average Shift Premium” means his total shift premium paid for regularly scheduled hours during the applicable Averaging Period divided by 3. For this purpose, shift premium pay is considered attributable to hours worked during the month in which the shift premium is paid.
	(6)		“Base Pay” means an Hourly Participant’s regular, base, straight time rate of hourly compensation, exclusive of any premium. If on the last day of a month an Hourly Participant is receiving only accident or sickness pay or disability income from a welfare plan maintained by his Employer, his Base Pay for the month shall be equal to his Base Pay on his last day worked. If during an Averaging Period an Hourly Participant is voluntarily or involuntarily transferred to a different job resulting in a reduction in his Base Pay, the Hourly Participant’s Base Pay for each month following the transfer will be equal to the greater of (i) his Base Pay immediately preceding the transfer or (ii) his Base Pay for any subsequent month during the Averaging Period.

In no event, shall the pay of an Hourly Participant taken into account for purposes of determining Final Average Pay hereunder for any 12-consecutive-month period (the “limitation period”) exceed (1) $200,000 for limitation periods beginning before January 1, 1994, or (2) $150,000 for limitation periods beginning on or after January 1, 1994. Notwithstanding the foregoing, for any Hourly Participant who is credited with at least one Hour of Service on or after January 1, 2002, the pay of such Hourly Participant taken into account in determining Final Average Pay for any limitation period beginning after

		December 31, 2001 shall not exceed $200,000. For purposes of determining Final Average Pay in a Plan Year beginning after December 31, 2001, pay for any prior limitation period shall be limited to $200,000.
		The limitations set forth in the preceding paragraph shall be subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for limitation periods beginning in such calendar year.
		Notwithstanding any other provision of the Plan to the contrary, pay for employment after July 1, 2007 shall not be included in determining an Hourly Participant’s Final Average Pay.
		“Foreign Operating Subsidiary” means a domestic corporation which is a Subsidiary and which satisfies the following requirements:

	(1)		80 percent or more of its outstanding voting stock is owned by an Employer; and
	(2)		Except as provided below, as of the close of its taxable year which ends on or before the close of the most recent fiscal year of the Employer described in item (1) above, 95 percent or more of its gross income for the immediately preceding three year period (or for the entire immediately preceding period of its existence if it had not been in existence for three years as of such date) was derived from sources without the United States of America (determined by the Employer in a manner consistent with Code Sections 861 through 864); and
	(3)		Except as provided below, 90 percent or more of its gross income for the period described in item (2) above was derived from the active conduct of a trade or business; and
	(4)		If for the period described in item (2) above such Subsidiary had no gross income, the provisions of items (2) and (3) above shall be considered to be satisfied if the Employer determined that it is reasonable to anticipate that such provisions will be satisfied with respect to the period ending on the close of the first taxable year of such Subsidiary ending after the last day of the period described in item (2) above.

		“Foreign Subsidiary” means a foreign corporation or entity in which the Employer owns (directly or through one or more entities) not less than 10 percent of the voting stock, in the case of a corporation, or not less than 10 percent of the profits, in the case of any other entity.
		The “Funding Agent” means the person or persons which at the time shall be designated, qualified, and acting under the Funding Agreement and shall include (i) any trustee for a trust established pursuant to the Funding Agreement, (ii) any insurance company that

		issues an annuity or insurance contract pursuant to the Funding Agreement, or (iii) any person holding assets in a custodial account pursuant to the Funding Agreement. The Sponsor may designate a person or persons other than the Funding Agent to perform any responsibilities of the Funding Agent under the Plan, other than trustee responsibilities as defined in ERISA Section 405(c)(3), and the Funding Agent shall not be liable for the performance of such person in carrying out such responsibilities except as otherwise provided by ERISA. The term Funding Agent shall include any delegate of the Funding Agent as may be provided in the Funding Agreement.
		The “Funding Agreement” means the agreement entered into between the Sponsor and the Funding Agent relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto, and shall include any agreement establishing a trust, a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets; provided, however, that any custodial account or contract established hereunder meets the requirements of Code Section 401(f).
		A “Highly Compensated Employee” means any Employee or former Employee who is a highly compensated active employee or a highly compensated former employee as defined hereunder.
		A “highly compensated active employee” includes any Employee who performs services for an Employer or any Affiliated Company during the Plan Year and who (i) was a five percent owner at any time during the Plan Year or the look back year or (ii) received compensation from the Employers and Affiliated Companies during the look back year in excess of $80,000 (subject to adjustment annually at the same time and in the same manner as under Code Section 415(d)). The dollar amount in (ii) shall be pro-rated for any Plan Year of fewer than 12 months.
		A “highly compensated former employee” includes any Employee who (i) separated from service from an Employer and all Affiliated Companies (or is deemed to have separated from service from an Employer and all Affiliated Companies) prior to the Plan Year, (ii) performed no services for an Employer or any Affiliated Company during the Plan Year, and (iii) for either the separation year or any Plan Year ending on or after the date the Employee attains age 55, was a highly compensated active employee, as determined under the rules in effect under Code Section 414(q) for such year.
		The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Code Section 414(q) and regulations issued thereunder.
		For purposes of this definition, the following terms have the following meanings:

(1)

An employee’s “compensation” means 415 compensation as defined in Section 12.1

(2)

The “look back year” means the 12-month period immediately preceding the Plan Year.

		An “Hour of Service” with respect to any Employee means an hour which is determined and credited as such in accordance with the provisions of Article II.
		“Hourly Participant” means an individual who participated in the Hourly Plan immediately prior to the merger of the Hourly Plan with and into the Plan. Notwithstanding any provision of the Plan to the contrary, all rights and obligations of an Hourly Participant as of the merger into the Plan shall be determined in accordance with the terms of the Hourly Plan in effect at the time immediately preceding the Plan merger. Nothing in the Plan is intended in any way to expand or reduce the rights Hourly Participants enjoyed under the terms and conditions of the Hourly Plan.
		“LTD Plan” means the Employer’s long-term disability plan.
		A Participant’s “Normal Retirement Date” for purposes of benefit eligibility means the following:

	(1)		For a Salaried Participant, the later of (i) the date on which he attains age 65 or (ii) the fifth anniversary of the date he commenced participation in the Plan and, for all other purposes, the first day of the month immediately following such date.
	(2)		For an Hourly Participant, the later of (i) the date on which he attains age 65 or (ii) the earlier of (A) the date he completes 5 years of Service or (B) the fifth anniversary of the date he commenced participation in the Plan. For all other purposes, Normal Retirement Date means the first day of the month immediately following such date.

		A “Participant” means any person who becomes eligible to participate in the Plan in accordance with the provisions of Article IV and who retains an Accrued Benefit under the Plan.
		The “Pension Fund” means the fund or funds maintained under the Funding Agreement for purposes of accumulating contributions made by the Employers and paying benefits under the Plan.
		The “Plan” means this Sterling Chemicals, Inc. Amended and Restated Pension Plan, with all amendments, modifications, and supplements hereafter made. This instrument amends, restates and merges the Salaried Plan and the Hourly Plan, each originally effective August 1, 1986. Wherever the context permits or requires, the “Plan” shall include such predecessor Salaried Plan and Hourly Plan.
		A “Plan Year” on and after January 1, 2004 means the 12-consecutive-month period ending each December 31. The Plan Year that began on October 1, 2003 ended on

		December 31, 2003. Prior to October 1, 2003, the Plan Year meant the 12-consecutive-month period ending each September 30. The first Plan Year began on August 1, 1986 and ended on September 30, 1986.
		“Prior Albright & Wilson Participant” means each employee of an Employer as of August 21, 1992 who was previously an employee of Albright & Wilson based in the United States and was a participant in the Tenneco, Inc. Retirement Plan during such employment with Albright & Wilson.
		“Prior Monsanto Participant” means each employee of an Employer as of September 30, 1986 for a Salaried Participant and August 1, 1986 for an Hourly Participant who was previously an employee of the Monsanto Company (whether or not just prior to formation of the Employer) and was a participant in the Monsanto Company Salaried Employees’ Pension Plan or the Monsanto Company Hourly Paid Employees’ Pension Plan during such employment with the Monsanto Company.
		A “Qualified Joint and Survivor Annuity” is an immediate annuity payable to the Participant for his life with a survivor benefit payable upon the death of the Participant to the Participant’s Spouse (determined as of his Annuity Starting Date) for the remainder of such Spouse’s lifetime. The amount of the survivor benefit payable under a Qualified Joint and Survivor Annuity shall be equal to at least 50 percent of the amount the Participant was receiving on his date of death.
		A “Qualified Preretirement Survivor Annuity” is an annuity payable to the surviving Spouse of a Participant for such Spouse’s life as provided in Article X.
		“Salaried Participant” means an individual who participated in the Salaried Plan immediately prior to the merger of the Hourly Plan with and into the Plan. Notwithstanding any provision of the Plan to the contrary, all rights and obligations of a Salaried Participant as of the merger into the Plan shall be determined in accordance with the terms of the Salaried Plan in effect at the time immediately preceding the Plan merger. Nothing in the Plan is intended in any way to expand or reduce the rights Salaried Participants enjoyed under the terms and conditions of the Salaried Plan.
		A Participant’s “Service” means his period of service for purposes of determining his eligibility for a benefit under the Plan, as computed in accordance with the provisions of Article III.
		A “Service Computation Period” means the period used for determining an Employee’s years of Service and years of Credited Service.
		The Service Computation Period for determining a Salaried Participant’s years of Service is the Plan Year. The Service Computation Period for determining an Hourly Participant’s years of Service is the following: (i) prior to January 1, 1996, the 12-consecutive-month period ending each September 30; (ii) the period beginning October 1,

1995 and ending September 30, 1996; and (iii) beginning January 1, 1996, the calendar year.

		The Service Computation Period for determining a Salaried Participant’s years of Credited Service is the Plan Year. The Service Computation Period for determining an Hourly Participant’s years of Credited Service is the following: (i) prior to October 1, 1996, the 12-consecutive-month period ending each September 30; (ii) the period beginning October 1, 1996 and ending December 31, 1996; and (iii) beginning January 1, 1997, the calendar year.
		The “Sponsor” means Sterling Chemicals, Inc., and any successor thereto.
		A Participant’s “Spouse” means the person who is the Participant’s lawful spouse under Federal law without regard to the law of any state or territory.
		The “Union” means the Texas City, Texas Metal Trades Council, AFL-CIO
		“Standard Work Week” for a Salaried Participant means 40 hours per week.
		“Standard Work Year” for a Salaried Participant means 2080 hours per calendar year.
		“Subsidiary” means any subsidiary, as defined below, or affiliate of the Employer, 80 percent of the stock of which is controlled by the Employer by application of Code Sections 414(b) and 1563(a).
		For purposes of the preceding paragraph, a “subsidiary” means any subsidiary or affiliate of the Employer not described in the paragraph above which would be so described if the figure “51” were replaced for the figure “80” in the preceding paragraph; provided, however, that only for purposes of exclusion of persons on international assignment from foreign operations of a domestic subsidiary, “20” shall be substituted for “51” in this paragraph.
		“U.S. Citizen Foreign Service Employee” means a person employed by a Foreign Subsidiary or a Foreign Operating Subsidiary who satisfies all of the following requirements:

	(1)		He is a Citizen or Resident (as defined in Code Section 7701(b)) of the United States of America; and
	(2)		He is not covered by or participating in any funded plan of deferred compensation maintained or otherwise provided by any party other than the Employer (or where the requisite stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is owned by another Employer, such other Employer) with respect to the remuneration paid to him by such Foreign Subsidiary or Foreign Operating Subsidiary; and

	(3)		If he is an employee of a Foreign Subsidiary, the Employer (or where the requisite stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is owned by another Employer, such other Employer) has entered into an agreement with the Secretary of the Treasury or his delegate under Code Section 3121(l) which applies to the Foreign Subsidiary of which he is an employee; and
	(4)		He is on international assignment from the Employer (or where the requisite stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is owned by another Employer, such other Employer).

Notwithstanding the foregoing, the Employer or its delegate may preclude participation or impose such terms, conditions and restrictions on the participation of a U.S. Citizen Foreign Service Employee as the Employer or its delegate, in the exercise of its sole discretion, deems necessary or desirable in order to comply with U.S. or foreign law (including, but not limited to, tax reporting and withholding, securities registration or currency law requirements imposed by law or treaty) as it affects the U.S. Citizen Foreign Service Employee, the Employer, any Foreign Subsidiary, any Foreign Operating Subsidiary, the Sponsor, the trustee or any agent of the foregoing.

1.2

Construction

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

Article II

Hours of Service

2.1

Crediting of Hours of Service

An Employee shall be credited with an Hour of Service under the Plan for:

(a)		Each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer as an Employee; provided, however, that hours paid for at a premium rate shall be treated as straight-time hours.
(b)		Each hour for which he is paid, or entitled to payment, by an Employer on account of a period of time during which no duties as an Employee are performed (irrespective of whether he remains an Employee) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence, up to a maximum of eight hours per day and 40 hours per week; provided, however, that no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which he performs no duties (whether or not such period occurs in a single Service Computation Period); provided, further, that no Hours of Service shall be credited for payment which is made or due under a program maintained solely for the purpose of complying with applicable Workers’ Compensation, unemployment compensation, or disability insurance laws; and provided, further, that no Hours of Service shall be credited to an Employee for payment which is made or due solely as reimbursement for medical or medically related expenses incurred by him.
(c)		Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer; provided, however, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods of employment or absence from employment described in any other paragraph of this Section shall be subject to the limitations set forth therein and, if applicable, in Section 2.3 and Section 2.4.
(d)		Each hour for which he would have been scheduled to work for an Employer during the period of time that he is absent from work because of service with the armed forces of the United States, up to a maximum of eight hours per day and 40 hours per week, but only if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer within the period during which he retains such reemployment rights.
(e)		Each hour, determined as provided herein, for which he would have been scheduled to work for an Employer during the period of time that he is absent from work because of disability for which he is eligible for or receiving disability benefits under the LTD Plan. For purposes of this paragraph, an eligible Participant shall be credited with 95 Hours of

		Service for each half month, or 190 Hours of Service for each full month, during which he is eligible for or receives benefits under the LTD Plan.
(f)		Solely for purposes of determining his Service under the Plan, each hour for which Salaried Participant would have been scheduled to work for an Employer during the period of time that he is absent from work because of an approved leave of absence of no more than two years, provided that he returns to work at the end of such leave.
(g)		Solely for purposes of determining his Service under the Plan, each hour for which Salaried Participant would have been scheduled to work for an Employer during the period of time that he is absent from work because of an approved leave of absence or such shorter period as may be specified by the Employer.
(h)		Each hour for which an Hourly Participant would have been scheduled to work for an Employer during the period of time that he is absent from work on leave approved by the Employer in order to conduct business on behalf of the Union.
(i)		Solely for purposes of determining his Service under the Plan, each hour for which a Salaried Participant would have been scheduled to work for an Employer during the period of time that he is absent from work because of temporary layoff, provided that he returns to active employment when recalled.
(j)		Each hour for which an Hourly Participant would have been scheduled to work for an Employer during the first 12 months of any absence from work because of temporary layoff.
(k)		For an Hourly Participant each hour, determined as provided herein, during the first 12 months of any absence from work because of non-occupational illness or disability that is not yet determined to be a long-term disability for which he is eligible for disability benefits under the LTD Plan. For purposes of this paragraph, an eligible Hourly Participant shall be credited with 95 Hours of Service for each half month, or 190 Hours of Service for each full month, during which he is absent because of such illness or disability.
(l)		For an Hourly Participant, each hour, determined as provided herein, during the period of time that he is absent from work because of occupational illness or disability that is not yet determined to be a long-term disability for which he is eligible for disability benefits under the LTD Plan. For purposes of this paragraph, an eligible Hourly Participant shall be credited with 95 Hours of Service for each half month, or 190 Hours of Service for each full month, during which he is absent because of such illness or disability.
(m)		Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would have been scheduled to work for an Employer during the period of time that he is absent from work because of the birth of a child, pregnancy, the adoption of a child, or the caring for a child for the period beginning following the birth or

		adoption of such child, up to a maximum of eight hours per day and 40 hours per week so that, when added to Hours of Service credited under any other paragraph of this Section, he shall be credited with not fewer than 501 total Hours of Service under the Plan for the Service Computation Period in which his absence commenced or the immediately following Service Computation Period; provided, however, that he shall be credited with Hours of Service under this paragraph for the Service Computation Period in which his absence from employment commenced only if necessary to prevent a Break in Service; and provided, further, that he shall be credited with Hours of Service under this paragraph for the Service Computation Period immediately following the Service Computation Period in which his absence from employment commenced only if he is not credited with Hours of Service under this paragraph for the Service Computation Period in which his absence from employment commenced.
(n)		Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would be scheduled to work for an Employer during the period of time that he is absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that Hours of Service shall not be credited to an Employee under this paragraph if the Employee fails to return to employment with an Employer following such leave.

Notwithstanding anything to the contrary contained in this Section, no more than one Hour of Service shall be credited to an Employee for any one hour of his employment or absence from employment.

2.2

Hours of Service Equivalencies

Notwithstanding any other provision of the Plan to the contrary, if an Employer does not maintain records that accurately reflect actual hours of service with respect to an Employee, such Employee shall be credited with 95 Hours of Service for each semi-monthly payroll period, which results in a credit of 190 Hours of Service for each month in which he performs an Hour of Service.

2.3

Determination of Non-Duty Hours of Service

In the case of a payment which is made or due from an Employer on account of a period during which an Employee performs no duties, and which results in the crediting of Hours of Service, or in the case of an award or agreement for back pay, to the extent that such award or agreement is made with respect to a period during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined as follows:

(a)

In the case of a payment made or due which is calculated on the basis of units of time, such as hours, days, weeks, or months, the number of Hours of Service to be credited shall be the number of regularly scheduled working hours included in the units of time on the basis of which the payment is calculated.

(b)		In the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation immediately prior to the period to which the payment relates.
(c)		Notwithstanding the provisions of paragraphs (a) and (b), no Employee shall be credited on account of a period during which no duties are performed with a number of Hours of Service that is greater than the number of regularly scheduled working hours during such period.
(d)		If an Employee is without a regular work schedule, the number of “regularly scheduled working hours” shall mean the average number of hours worked by Employees in the same job classification during the period to which the payment relates, or if there are no other Employees in the same job classification, the average number of hours worked by the Employee during an equivalent, representative period.

For the purpose of crediting Hours of Service for a period during which an Employee performs no duties, a payment shall be deemed to be made by or due from an Employer (i) regardless of whether such payment is made by or due from an Employer directly, or indirectly through (among others) a trust fund or insurer to which the Employer contributes or pays premiums, and (ii) regardless of whether contributions made or due to such trust fund, insurer, or other entity are for the benefit of particular persons or are on behalf of a group of persons in the aggregate.

2.4

Allocation of Hours of Service to Service Computation Periods

Hours of Service credited under Section 2.1 shall be allocated to the appropriate Service Computation Period as follows:

(a)		Hours of Service described in paragraph (a) of Section 2.1 shall be allocated to the Service Computation Period in which the duties are performed.
(b)		Hours of Service credited to an Employee for a period during which an Employee performs no duties shall be allocated as follows:

	(1)		Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time, such as hours, days, weeks, or months, shall be allocated to the Service Computation Period or Periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.
	(2)		Hours of Service credited to an Employee on account of a payment which is not calculated on the basis of units of time shall be allocated to the Service Computation Period or Periods in which the period during which no duties are performed occurs, or, if such period extends beyond one Service Computation

			Period, such Hours of Service shall be allocated equally between the first two such Service Computation Periods.
	(3)		Hours of Service credited to an Employee for a period of absence during which the Employee performs no duties and for which no payment is due from his Employer shall be allocated to the Service Computation Period or Periods during which such absence occurred.
	(4)		Hours of Service credited to an Employee because of an award or agreement for back pay shall be allocated to the Service Computation Period or Periods to which the award or agreement for back pay pertains, rather than to the Service Computation Period in which the award, agreement, or payment is made.

2.5

Department of Labor Rules

The rules set forth in paragraphs (b) and (c) of Department of Labor Regulation Section 2530.200b-2, which relate to determining Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service to Service Computation Periods, are hereby incorporated into the Plan by reference.

Article III

Service & Credited Service

3.1

Service

Each person who is an employee of the Employer shall be credited with Service for determining his vested interest in his Accrued Benefit as follows:

(a)

With respect to a Salaried Participant, for periods on and after October 1, 1993, with the exception of the period described in item (c) below, he shall be credited with a year of Service for each Service Computation Period for which he is credited with at least 1,000 Hours of Service; provided, however, that if he is credited with fewer than 1,000 Hours of Service for a Service Computation Period, he shall be credited with a partial year of Service in the ratio that his Hours of Service for the Service Computation Period bears to the greater of:

	(1)		1,000 Hours of Service; or
	(2)		the Hours of Service in the Participant’s Standard Work Year.

(b)		With respect to an Hourly Participant, for periods on and after October 1, 1993, with the exception of the period described in item (c) below, he shall be credited with a year of Service for each Service Computation Period for which he is credited with at least 1,000 Hours of Service; provided, however, that if he is credited with fewer than 1,000 Hours of Service for a Service Computation Period, he shall be credited with a partial year of Service in the ratio that his Hours of Service for the Service Computation Period bears to 1,000.
(c)		An Employee who is credited with at least 1,000 Hours of Service in the Service Computation Period that began on October 1, 1995 and ended on September 30, 1996 and in the Service Computation Period that began on January 1, 1996, shall be credited with a year of Service for each such Service Computation Period.
(d)		A Participant who meets the requirements of Section 8.1, entitled “Eligibility for Disability Accruals” who has not elected to cease payments under the LTD Plan and receive retirement benefits under the Plan in accordance with Section 8.1 will continue to accrue Service while eligible for benefits under the Employer’s LTD Plan, in accordance with Section 8.2.
(e)		For periods prior to October 1, 1993, Service was credited in accordance with the provisions of the Plan as constituted prior to such date.
(f)		For Prior Monsanto Participants, Service is credited on August 1, 1986 in an amount that is not less than the Service credited to the Participant under the Monsanto Company

		Salaried Employees’ Pension Plan and/or the Monsanto Company Hourly Paid Employees’ Pension Plan as of August 1, 1986.
(g)		For Prior Albright & Wilson Participants, Service is credited on August 1, 1992 in an amount that is not less than the Service credited to the Participant under the Tenneco, Inc. Retirement Plan as of August 1, 1992.
(h)		For Participants who were employees of Cytec Industries, Inc., who became employees of Sterling Fibers, Inc. on January 31, 1997, Service is credited on January 31, 1997 in an amount that is not less than the Service credited to the Participant under the Cytec Salaried and Nonbargaining Employees’ Retirement Plan as of January 31, 1997.

3.2

Credited Service

There shall be no Credited Service credited under the Plan after January 1, 2005 with respect to a Salaried Participant or after July 1, 2007 with respect to an Hourly Participant, except for purposes of determining a Participant’s eligibility for Disability Retirement in accordance with the provisions of Section 8.1.

Each person who was an Employee and a Salaried Participant on or prior to January 1, 2005 or an Hourly Participant on or prior to July 1, 2007 shall be credited with Credited Service for determining the amount of his Accrued Benefit as follows:

(a)		For periods on and after October 1, 1993, subject to any limitations set forth in Article V, with the exception of the period described in item (b) below, he shall be credited with a year of Credited Service for each Service Computation Period for which he is credited with at least (1) the number of Hours of Service in the Salaried Participant’s Standard Work Year (not less than 1,000 Hours of Service) or (2) 2,080 Hours of Service as an Hourly Participant.
		If (1) the Hourly Participant is credited with fewer than 2,080 Hours of Service or (2) the Salaried Participant is credited with fewer than the number of Hours of Service in the Salaried Participant’s Standard Work Year for a Service Computation Period, he shall be credited with a partial year of Credited Service in the ratio that his Hours of Service for the Service Computation Period bears to 2,080 for such Hourly Participant or the number of Hours of Service in the Participant’s Standard Work Year for such Salaried Participant.
(b)		For the Service Computation Period that began on October 1, 1995 and ended on December 31, 1996 for a Salaried Participant or December 31, 1995 for an Hourly Participant, a Participant shall be credited with a fractional year of Credited Service for such Service Computation Period in the ratio that his Hours of Service for the Service Computation Period bears to the number of Hours of Service in the Salaried Participant’s Standard Work Year or 2080 for such Hourly Participant.

(c)		A Participant who meets the requirements of Section 8.1, entitled “Eligibility for Disability Accruals” who has not elected to cease payments under the LTD Plan and receive retirement benefits under the Plan in accordance with Section 8.1 will continue to accrue Credited Service while eligible for benefits under the Employer’s LTD Plan, in accordance with Section 8.2, at the rate of 190 Hours of Service per month.
(d)		Effective on and after November 1, 1998, a Salaried Participant who is involuntarily terminated (other than for cause) as part of a formal reduction in force or layoff program, who is between the ages of 54 and 55 at the time of such involuntary termination will continue to accrue Credited Service until he reaches age 55, at the rate of 190 Hours of Service per month; provided no duplication of benefits exist due to any other credit given for such period.
(e)		For periods prior to October 1, 1993, Service was credited in accordance with the provisions of the Plan as constituted prior to such date.
(f)		For Prior Monsanto Participants, Credited Service is credited on August 1, 1986 in an amount that is not less than the Credited Service credited to the Participant under the Monsanto Company Salaried Employees’ Pension Plan and/or the Monsanto Company Hourly Paid Employees’ Pension Plan as of August 1, 1986.
(g)		For Prior Albright & Wilson Participants, Credited Service is credited on August 1, 1992 in an amount that is not less than the Credited Service credited to the Participant under the Tenneco, Inc. Retirement Plan as of August 1, 1992.
(h)		For Participants who were employees of Cytec Industries, Inc., who became employees of Sterling Fibers, Inc. on January 31, 1997, no Credited Service is granted prior to January 31, 1997.

3.3

Transfers

Notwithstanding the provisions of Sections 3.1 and 3.2, Service and Credited Service credited to a person shall be subject to the following, provided, however, no Employee shall become a Salaried Participant or an Hourly Participant on or after June 1, 2004.

(a)		Any person who transfers or retransfers to employment with an Employer as an Employee directly from other employment (i) with an Employer in a capacity other than as an Employee or (ii), for a Salaried Participant, with any other Affiliated Company, shall be credited with Service and, for an Hourly Participant, Credited Service, for such other employment as if such other employment were employment with an Employer as an Employee.
(b)		Any person who transfers from employment with an Employer as an Employee directly to other employment (i) with an Employer in a capacity other than as an Employee or (ii), for a Salaried Participant, with any other Affiliated Company, shall be deemed by

		such transfer not to lose his Service or Credited Service, and shall be deemed not to retire or otherwise terminate his employment as an Employee until such time as he is no longer in the employment of an Employer or, for a Salaried Participant, any other Affiliated Company, at which time he shall become entitled to benefits if he is otherwise eligible therefore under the provisions of the Plan and shall receive credit for Service and, for an Hourly Participant, Credited Service for such other employment as if such other employment were employment with an Employer as an Employee.
(c)		For an Hourly Participant, any person who transfers or retransfers to employment with an Employer as an Employee directly from other employment with any other Affiliated Company, shall be credited with Service, but not Credited Service, for such other employment as if such other employment were employment with an Employer as an Employee.
(d)		For an Hourly Participant, any person who transfers from employment with an Employer as an Employee directly to employment with any other Affiliated Company, shall be deemed by such transfer not to lose his Service or Credited Service; provided, however, that up to the time he is no longer in the employment of any other Affiliated Company, he shall receive credit for Service, but not for Credited Service, for such other employment as if such other employment were employment with an Employer as an Employee.

Notwithstanding any other provision of this Section, there shall be no Credited Service credited under the Plan after July 1, 2007 for Hourly Participants or January 1, 2005 for Salaried Participants, except for purposes of determining a Participant’s eligibility for Disability accruals in accordance with the provisions of Section 8.1.

3.4

Retirement or Termination and Reemployment

If an Employee retires or otherwise terminates employment with the Employers and all Affiliated Companies, his eligibility for and the amount of any benefit to which he may be entitled under the Plan shall be determined based upon the Service and Credited Service with which he is credited at the time of such retirement or other termination of employment. If such retired or former Employee is reemployed by an Employer or any Affiliated Company, the Service and Credited Service with which he was credited at the time of such prior retirement or other termination of employment shall be aggregated with the Service and Credited Service with which he is credited following his reemployment for purposes of determining his eligibility for and the amount of any benefit to which he may be entitled under the Plan upon his subsequent retirement or other termination of employment if:

(a)		he is reemployed before incurring a Break in Service; or
(b)		he is reemployed following a Break in Service and he satisfies the requirements of (1) or (2) below, as applicable:

(1)

he was eligible for any retirement benefit at the time of his previous retirement or other termination of employment and he satisfies any one of the following:

	(i)		he completes a year of Service following his return to employment; or
	(ii)		his Break in Service was due to layoff and he is reemployed following such layoff; or
	(iii)		his Break in Service was due to Disability and the Participant was eligible for benefits under the Employer’s LTD Plan, as described in Section 8.1, and upon cessation of the LTD Plan benefits, the Participant returns to active employment with the Employer as an Employee.

(2)

he terminated his employment before satisfying the conditions of eligibility for any retirement benefit under the Plan and he satisfies any one of the following:

	(i)		he completes a year of Service following reemployment and either (A) the aggregate number of his years of Service (not including any years of Service not required to be aggregated because of previous Breaks in Service) is greater than the number of his consecutive one-year Breaks in Service or (B) the number of his consecutive one-year Breaks in Service is less than five; or
	(ii)		for an Hourly Participant, his Break in Service was due to layoff and he is reemployed within the 3-year period following commencement of such layoff; or
	(iii)		his Break in Service was due to Disability and the Participant was eligible for benefits under the Employer’s LTD Plan, as described in Section 8.1, and upon cessation of the LTD Plan benefits, the Participant returns to active employment with the Employer as an Employee; or
	(iv)		for an Hourly Participant, he completes 10 years of Service following reemployment.

Notwithstanding the foregoing, if the Participant received a single sum payment of the present value of his vested Accrued Benefit as provided in Section 11.5, other than a deemed distribution, because of his prior retirement or termination of employment, his Credited Service credited at the time of such prior retirement or termination of employment shall be lost and shall not be aggregated with the Credited Service credited to the Participant following his reemployment. Payment of the present value of a Participant’s vested Accrued Benefit is deemed to be made because of his prior retirement or termination of employment if it is made before the end of the second Plan Year following the Plan Year in which such retirement or termination occurred.

Notwithstanding any other provision of this Section, if a retired or former Employee returns to employment in a capacity other than as an Employee, his period of employment shall be treated for the purposes of the Plan solely in accordance with the transfer provisions of this Article III.

3.5

Finality of Determinations

All determinations with respect to the crediting of Service and Credited Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Employees, former Employees, and all other persons claiming a benefit interest under the Plan. Notwithstanding anything to the contrary contained in this Article, there shall be no duplication of Service and Credited Service.

Article IV

Eligibility For Participation

4.1

Participation

Participation in the Plan was frozen effective June 1, 2004. Any Employee who was a Participant on that date shall continue as a Participant hereunder. No other Employee shall become a Participant hereunder after that date.

Prior to June 1, 2004, an employee became a Participant on the day the employee became an Employee; provided no employee became a Participant any earlier than the date their Employer adopted the Plan.

Prior Albright & Wilson Participants became Participants in the Plan on August 21, 1992.

Prior Monsanto Participants who became Participants in the Plan on the date they became an Employee, provided for Salaried Participants that such date is no earlier than August 1, 1986 and no later than September 30, 1986.

Prior Cytec Participants who became Employees of the Employer on January 31, 1997 received credit for eligibility purposes for the service credited to them under the Cytec Salaried and Nonbargaining Unit Retirement Plan.

4.2

Termination of Participation

A person shall remain a Participant as long as he retains an Accrued Benefit under the Plan.

4.3

Finality of Determinations

All determinations with respect to the eligibility of an Employee to become a Participant under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive for all Plan purposes. Each Employee who becomes a Participant shall be entitled to the benefits, and be bound by all the terms, provisions, and conditions of the Plan and the Funding Agreement.

Article V

Normal Retirement

5.1

Eligibility

Each Participant who retires from employment with his Employer and all Affiliated Companies on or after his Normal Retirement Date shall be eligible for a normal retirement benefit.

5.2

Amount

Notwithstanding any other provision of the Plan, benefits under the Plan are frozen effective January 1, 2005 for each Salaried Participant and July 1, 2007 for each Hourly Participant. No further benefits shall accrue after that date.

(a)

An eligible Salaried Participant’s monthly normal retirement benefit shall be equal to (1) or (2), whichever is applicable; provided, however, that if (3) applies to such Salaried Participant and such Salaried Participant’s monthly normal retirement benefit would be higher under (3), then such Salaried Participant’s monthly normal retirement benefit shall be equal to (3):

(1)

For any Salaried Participant who is a Prior Monsanto Participant, employed by Monsanto prior to April 1, 1986:

1.4 percent of the Salaried Participant’s Average Monthly Earnings multiplied by his number of years and partial years of Credited Service at retirement.

(2)

For all other Salaried Participants, the sum of (i) and (ii):

	(i)		1.2 percent of the Salaried Participant’s Average Monthly Earnings multiplied by his number of years and partial years of Credited Service at retirement plus
	(ii)		If the Salaried Participant retires or otherwise terminates employment on or after April 1, 1999, 0.45 percent of the Salaried Participant’s Average Monthly Earnings in excess of Covered Compensation multiplied by his number of years and partial years of Credited Service at retirement not in excess of 35 years.

(3)

For any Salaried Participant hired prior to June 1, 1996, a minimum benefit equal to the following:

(i)

If the Salaried Participant retires or otherwise terminates employment prior to January 1, 1991, $30 multiplied by his years and partial years of Credited Service.

(ii)

If the Salaried Participant retires or otherwise terminates employment on or after January 1, 1991, $35 multiplied by his years and partial years of Credited Service.

		Notwithstanding anything to the contrary contained above, a Salaried Participant’s monthly normal retirement benefit determined above will be offset by such Salaried Participant’s vested Accrued Benefit payable under the Monsanto Company Salaried Employees’ Pension Plan, the Monsanto Company Hourly Paid Employees’ Pension Plan or the Tenneco, Inc. Retirement Plan, if any.
		In no event will a reduction in a Salaried Participant’s Average Monthly Earnings reduce the normal retirement benefit payable to him below the amount that would have been payable to him under the same form of payment had he retired prior to his Normal Retirement Date when eligible for an early retirement benefit.
(b)		Effective for Hourly Participants whose employment with an Employer ceases on or after December 31, 1998, an eligible Hourly Participant’s monthly normal retirement benefit shall be equal to the product of the applicable dollar amount, determined from the chart below based on the Hourly Participant’s Final Average Pay, multiplied by the Hourly Participant’s number of years and partial years of Credited Service at retirement.

Final Average Pay		Applicable Dollar Amount
Less than $35,500		$	35
At least $35,500, but less than $36,500		$	36
At least $36,500, but less than $37,500		$	37
At least $37,500, but less than $38,500		$	38
At least $38,500, but less than $39,500		$	39
At least $39,500, but less than $40,500		$	40
At least $40,500, but less than $41,500		$	41
At least $41,500, but less than $42,500		$	42
At least $42,500, but less than $43,500		$	43
At least $43,500, but less than $44,500		$	44
At least $44,500, but less than $45,500		$	45

Final Average Pay		Applicable Dollar Amount
At least $45,500, but less than $46,500		$	46
At least $46,500, but less than $47,500		$	47
At least $47,500, but less than $48,500		$	48
At least $48,500, but less than $49,500		$	49
At least $49,500, but less than $50,500		$	50
At least $50,500, but less than $51,500		$	51
At least $51,500, but less than $52,500		$	52
At least $52,500, but less than $53,500		$	53
At least $53,500, but less than $54,500		$	54
At least $54,500, but less than $55,500		$	55
At least $55,500, but less than $56,500		$	56
At least $56,500, but less than $57,500		$	57
At least $57,500, but less than $58,500		$	58
At least $58,500, but less than $59,500		$	59
$59,500 or more		$	60

		Notwithstanding anything to the contrary contained above, an Hourly Participant’s monthly normal retirement benefit determined above will be offset by such Hourly Participant’s vested Accrued Benefit payable under the Monsanto Company Salaried Employees’ Pension Plan or the Monsanto Company Hourly Paid Employees’ Pension Plan, if any.
		In no event will a reduction in an Hourly Participant’s Final Average Pay reduce the normal retirement benefit payable to him below the amount that would have been payable to him under the same form of payment had he retired prior to his Normal Retirement Date when eligible for an early retirement benefit.

5.3

401(a)(17) Fresh Start Adjustments

The monthly normal retirement benefit of a Salaried Participant whose Earnings exceeded the $200,000 and $150,000 Earnings limitations described in the definition of Earnings for limitation periods ending before the limitation periods in which the limitations were effective shall be the

greatest of: (i) the Salaried Participant’s Accrued Benefit determined as of the end of the 1988 limitation period, using the Plan formula in effect on that date (without regard to any amendments made after that date), as if the Salaried Participant terminated employment on that date; (ii) the Salaried Participant’s Accrued Benefit determined as of the end of the 1993 limitation period, using the Plan formula in effect on that date (without regard to any amendments made after that date), as if the Salaried Participant terminated employment on that date, but applying the $200,000 Earnings limitation; or (iii) the Salaried Participant’s Accrued Benefit determined under the Plan formula in effect thereafter, but applying the $150,000 Earnings limitation.

5.4

Special Calculation For Participants Who Transferred From The Prior Salaried Plan or Hourly Plan

The total Accrued Benefit (due to participation in both plans) of a Participant who transferred to employment covered under the Hourly Plan or the Salaried Plan from employment covered under the other of those Plans will be the greater of (a) or (b):

(a)

the Accrued Benefit under the Plan as an Hourly Participant or Salaried Participant, whichever was his resulting status after the transfer, calculated using the total years and partial years of Credited Service under both plans; or

(b)

The sum of (1) and (2):

	(1)		The Accrued Benefit while a Participant in his prior Salaried Plan or Hourly Plan as appropriate, calculated using only the Credited Service earned under that plan, plus
	(2)		The Accrued Benefit payable to him from the subsequent Salaried Plan or Hourly Plan as appropriate, calculated using only the Credited Service earned under that subsequent Salaried Plan or Hourly Plan, and the formula in effect in that subsequent Salaried Plan or Hourly Plan at the time he ceased to be a Participant in that subsequent Salaried Plan or Hourly Plan.

5.5

Special Calculation For Participants Who Transferred From A Canadian Affiliate

This provision applies to employees of a Canadian affiliate company who transferred to employment covered under the Salaried Plan on and after January 1, 1997 and before June 1, 2004, after becoming eligible for a benefit under a defined benefit plan adopted by the Canadian affiliate company. The total Accrued Benefit (due to participation in both plans) of a Salaried Participant who transferred to employment covered under the Salaried Plan from employment with a Canadian affiliate will be the greater of (a) or (b):

(a)

the Accrued Benefit under the Plan as a Salaried Participant, calculated using the total years and partial years of Credited Service under both plans; or

(b)

The sum of (1) and (2):

	(1)		The Accrued Benefit under the Plan as a Salaried Participant, calculated using only the Credited Service earned under the Plan, plus
	(2)		The Accrued Benefit payable to him from the Canadian plan, calculated using only the Credited Service earned under the Canadian plan, and the formula in effect in the Canadian plan at the time he ceased to be a participant in the Canadian plan.

5.6

Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date

The monthly normal retirement benefit payable with respect to each Participant who continues in employment with his Employer or an Affiliated Company after his Normal Retirement Date shall be determined as provided in paragraph (a), and, if applicable, (b).

(a)

For the period beginning on the Participant’s Normal Retirement Date and ending on the April 1 of the calendar year following the calendar year in which he reaches age 70 1/2, his benefit shall be the greater of (1) or (2):

	(1)		the Participant’s Accrued Benefit as of the date such benefit is being determined (taking into account that benefits under the Plan are frozen effective January 1, 2005 for Salaried Participants and July 1, 2007 for Hourly Participants); or
	(2)		the Participant’s Accrued Benefit as of his Normal Retirement Date (taking into account that benefits under the Plan are frozen effective January 1, 2005 for Salaried Participants and July 1, 2007 for Hourly Participants), increased, using the Actuarial Equivalent as of his Annuity Starting Date (but no later than the April 1 following the calendar year in which the Participant attains age 70 1/2).

(b)

For the period beginning on the April 1 of the calendar year following the calendar year in which he reaches age 70 1/2, the Participant’s monthly retirement benefit shall be adjusted as set forth in Section 11.8.

5.7

Payment

A monthly normal retirement benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he retires, but not later than the date specified in Section 11.7.

Article VI

Early Retirement

6.1

Eligibility

Each Participant whose employment with his Employer and all Affiliated Companies terminates at or after age 55, but prior to his Normal Retirement Date and who has at least five years of Service and who is not eligible for or does not elect to receive LTD Plan benefits in accordance with the provisions of Article VIII or who ceases to receive LTD Plan benefits and meets the age and Service requirement above as of the date LTD Plan benefits cease shall be eligible for an early retirement benefit.

In addition, an Hourly Participant who continues in employment with the Employers after satisfying the conditions in the preceding paragraph shall be eligible for an early retirement benefit upon attaining age 62 and while his employment continues, if he so elects.

In addition, each Salaried Participant who (a) continues in employment with his Employer or an Affiliated Company, (b) has attained the age of 62, (c) has at least five years of Service and (d) is not eligible for or does not elect to receive LTD benefits in accordance with the provisions of Article VIII, shall be eligible for an early retirement benefit at his election.

6.2

Amount

(a)		Salaried Participants
		Notwithstanding the above, a Salaried Participant, the sum of whose age plus years of Service equals at least 70 on his last day of employment prior to the reduction in force announced by means of an official letter in September, 2005 from the Employer to the Salaried Participants affected by such reduction in force, is entitled at any time after attaining age 55, to commence payment of his benefit on an Early Retirement Date, without application of the early retirement reduction described below in this Section.
		A Salaried Participant (i) who is at least 50 years of age as of November 9, 2004, (ii) who is involuntarily terminated other than for cause during the period beginning on November 9, 2004 and ending on December 31, 2004, and (iii) who executes a release of claims in connection with his pension benefit under the Plan, may, at any time after attaining 55 years of age, commence payment of his benefit on an Early Retirement Date, without application of the early retirement reduction described below in this Section.
		An eligible Salaried Participant’s monthly early retirement benefit shall be equal to his vested Accrued Benefit on his Early Retirement Date; provided, however, that the amount of such benefit shall be adjusted as provided below:

	(1)		Except as otherwise provided in Section 6.1 or in paragraph (2) below, the amount of such benefit shall be reduced by 1/4 of one percent for each full calendar month by which his Annuity Starting Date precedes his Normal Retirement Date.
	(2)		If the sum of a Salaried Participant’s age and years of Service equals or exceeds 80 on his Early Retirement Date and his Early Retirement Date is on or after April 1, 1999, the reduction in the preceding paragraph will not be applied to Section 5.2(a)(1) and 5.2(a)(2)(i) ; provided the Salaried Participant meets one of the following requirements:

	(i)		the Salaried Participant attains the age of 55 prior to termination of employment with the Employer and all Affiliated Companies or the Salaried Participant is electing to commence his early retirement benefit under Section 6.1 while still actively employed by his Employer or an Affiliated Company ; or
	(ii)		the Salaried Participant earned Credited Service after he became a Salaried Participant in the Plan and his termination of employment is a result of a reduction in workforce and, after his involuntary termination, the sum of his age and years of Service reaches or exceeds 80.

		If an eligible Salaried Participant elects to receive his early retirement benefit while continuing to be employed by his Employer or an Affiliated Company, as permitted under Section 6.1, the amount of the benefit payable to the Salaried Participant shall be determined in accordance with the provisions of this Section based upon the Salaried Participant’s age and years of Service as of his Early Retirement Date. The amount of such benefit shall not be adjusted during the term of the Salaried Participant’s employment.
		A Salaried Participant’s vested interest in his Accrued Benefit shall be determined in accordance with the schedule provided in Section 7.1.
(b)		Hourly Participants
		An eligible Hourly Participant’s monthly early retirement benefit shall be equal to his vested Accrued Benefit on his Early Retirement Date; provided, however, that the amount of such benefit shall be adjusted as provided below:

	(1)		Except as otherwise provided in paragraphs (2) and (3) below, the amount of such benefit shall be reduced by 1/4 of one percent for each full calendar month by which his Annuity Starting Date precedes his Normal Retirement Date.
	(2)		If an Hourly Participant attains the age 55 prior to the termination of his employment with the Employer and the sum of an Hourly Participant’s

			age and years of Service equals or exceeds 80 as of the first day of the month next following the month in which his employment terminates, the reduction in clause (1) above will not apply on his Early Retirement Date.
	(3)		If an Hourly Participant is between the ages of 54 and 65 and is involuntarily terminated by an Employer, other than for cause, as part of the formal reduction in force or layoff program during the first calendar quarter of 2010, such Hourly Participant will continue to receive Service credit until he attains the age of 55 and. if at the time such Hourly Participant attains the age of 55, the sum of such Hourly Participant’s age and years of Service equals or exceeds 80, the reduction in clause (1) above will not apply on his Early Retirement Date.

		If an eligible Hourly Participant elects to receive his early retirement benefit while continuing in active employment, as permitted under Section 6.1, the amount of the benefit payable to the Hourly Participant shall be determined in accordance with the provisions of this Section based upon the Hourly Participant’s age and years of Service as of his Early Retirement Date. The amount of such benefit shall not be adjusted during the term of the Hourly Participant’s employment.
		An Hourly Participant’s vested interest in his Accrued Benefit shall be determined in accordance with the schedule provided in Section 7.1.

6.3

Early Retirement Supplement

A Salaried Participant who retires directly from active employment and has an Annuity Starting Date between the ages of 55 and 62, shall receive an Early Retirement Supplement, payable until the earlier of the first of the month after he reaches age 62 or the first of the month in which his death occurs. The monthly amount of the early Retirement Supplement is equal to $4 times his years and partial years of Credited Service.

6.4

Payment

A monthly early retirement benefit shall be paid to an eligible Participant commencing as of his Early Retirement Date.

Article VII

Vested Rights

7.1 Vesting

A Participant’s vested interest in his Accrued Benefit shall be determined in accordance with the following schedule, based upon the number of full years of Service credited to him; provided, however, that a Participant’s vested interest in his Accrued Benefit shall be 100 percent if he is:

(a)		employed by an Employer or an Affiliated Company on his Normal Retirement Date, regardless of whether he has completed the number of years of Service required under the schedule for 100 percent vesting; or
(b)		a Salaried Participant who terminated employment with Sterling Fibers, Inc. between September 18, 2000 and May 20, 2001; or
(c)		a Salaried Participant on the active payroll of Sterling Fibers, Inc., Sterling Pulp Chemicals US, Inc. or Sterling Pulp Chemicals Inc. on the date such Subsidiaries on December 19, 2002 and ceased to be Subsidiaries of the Employer.

Years of Service		Vested Interest
less than five			0	%
five or more			100	%

7.2

Eligibility for Deferred Vested Retirement Benefit

Each Participant who terminates employment with his Employer and all Affiliated Companies, who has a vested interest in his Accrued Benefit, and who is not eligible for a normal, early, or disability retirement benefit under the Plan shall be eligible for a deferred vested retirement benefit.

7.3

Amount of Deferred Vested Retirement Benefit

An eligible Participant’s monthly deferred vested retirement benefit shall be equal to his vested Accrued Benefit on the date of his termination of employment; provided, however, that if the Participant is eligible to elect to begin benefit payments before his Normal Retirement Date as provided in Section 7.4, the amount of such benefit shall be reduced for early commencement in the same way as provided in Section 6.2 with respect to an early retirement benefit.

7.4

Payment

A monthly deferred vested retirement benefit shall be paid to an eligible Participant commencing as of his Normal Retirement Date; provided, however, that a Participant who has five years of Service may elect to begin benefit payments as of the first day of any month following the month in which he attains age 55.

7.5

Election of Former Vesting Schedule

In the event the Sponsor adopts an amendment to the Plan that changes the vesting schedule under the Plan, including any amendment which directly or indirectly affects the computation of the nonforfeitable interest of Participants’ rights to Accrued Benefits, any Participant with three or more years of Service shall have a right to have his nonforfeitable interest in his Accrued Benefit continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Participant in his Accrued Benefit under the Plan, as amended, at any time is not less than such interest determined without regard to such amendment. Such Participant shall exercise such right by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of such amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing provisions of this Section, the vested interest of each Participant on the effective date of such amendment shall not be less than his vested interest under the Plan as in effect immediately prior to the effective date thereof.

Article VIII

Disability

8.1

Eligibility for Disability Accruals

Each Participant who ceases active employment with his Employer and all Affiliated Companies prior to his Normal Retirement Date due to an illness or disability after meeting the requirements for long-term disability payments under the provisions of the LTD Plan is considered to be Disabled and is eligible for one of the disability benefits described below; provided the Participant has been credited with at least two and one-half years of Credited Service.

8.2		Disability Retirement
(a)		Salaried Participants

	(1)		Disability Retirement Eligibility
			Each Salaried Participant who meets the requirements of Section 8.1 and who has met one of the following requirements is eligible to elect payment of a Disability Retirement Benefit:

	(i)		the Salaried Participant has elected in writing, in accordance with procedures established under the LTD Plan, not to receive any payments from the LTD Plan; or
	(ii)		the Salaried Participant has elected to stop payments he is receiving from the LTD Plan, in order to receive Disability Retirement Benefit, instead.

(2)

Disability Retirement Amount

	(i)		An eligible Salaried Participant’s monthly Disability Retirement Benefit shall be equal to his Accrued Benefit on the date his Disability Retirement Benefit commences, taking into account any Credited Service credited to the Salaried Participant for any period prior to his Normal Retirement Date during which he is receiving benefits under the LTD Plan prior to the cessation of LTD payments, adjusted actuarially for early retirement and, if applicable, form of payment.
	(ii)		In addition to the amount payable under item (i), a supplement will be paid to the Salaried Participant starting on the Annuity Starting Date of his disability retirement and ending on the first day of the month following the earliest of the date he ceases to be Disabled, his Normal Retirement Date or his date of death. The amount of the supplement will be the amount his

Accrued Benefit was reduced due to actuarial adjustment for early retirement and, if applicable, form of payment.

	(3)		Disability Retirement Payment
			A monthly Disability Retirement Benefit shall be paid to an eligible Salaried Participant commencing as of the first day of the month following the later of:

	(i)		the month in which he terminates employment; or
	(ii)		the last calendar month in which benefits under the LTD Plan are payable.

(b)		Hourly Participants
		Each Hourly Participant who meets the requirements of Section 8.1 is considered to be Disabled and is eligible to accrue additional Service and Credited Service while receiving payments from the LTD Plan in accordance with the provisions of Sections 3.1 and 3.2 provided the Hourly Participant has been credited with at least two and one-half years of Credited Service at the time he becomes eligible for payments under the LTD Plan.
		An Hourly Participant who is receiving LTD Plan payments may elect to cease such payments prior to his Normal Retirement Date and receive an early retirement or deferred vested retirement benefit in accordance with the provisions of Article VI or VII, provided he meets the eligibility requirements thereunder at the time of the election.

8.3

Disability Accrual

A Participant who meets the requirements of Section 8.1 will accrue Service and Credited Service during the period he is eligible for benefits under the LTD Plan; provided, such Disability Accrual ceases on the earliest of:

(a)		the first day of the month after he ceases to meet the requirements of Section 8.1;
(b)		the first day of the month after he elects, in writing, to cease his LTD Plan payments in order to elect retirement benefits under the Plan;
(c)		the date of his death;
(d)		his Normal Retirement Date; or
(e)		for an Hourly Participant, for purposes of further accruals of Credited Service only, July 1, 2007.

Article IX

Forms of Payment

9.1

Normal Form of Payment

A Participant who is eligible to receive any retirement benefit under Section 5.1, 6.1, 7.2 or for a Salaried Participant, 8.2 of the Plan shall receive payment of such benefit in accordance with one of the following normal forms of payment:

(a)		A Participant who is not married on his Annuity Starting Date shall receive such benefit in the form of a single life annuity. Such Participant shall receive a monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs.
(b)		A Participant who is married on his Annuity Starting Date shall receive such benefit in the form of a 50 percent Qualified Joint and Survivor Annuity. Such Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Spouse survives him, then commencing with the month following the month in which the Participant’s death occurs, his Spouse shall receive a monthly benefit for his remaining lifetime equal to one-half of the reduced amount payable during the Participant’s lifetime, the last payment being for the month in which the Spouse’s death occurs. A married Participant may elect to increase the survivor benefit payable to his Spouse under the Qualified Joint and Survivor Annuity to 100 percent or 75 percent of the reduced amount payable during the Participant’s lifetime. Any such election must be made during the election period described in Section 9.5.
		The reduced monthly payments to be made to the Participant under this paragraph shall be in an amount which, on the date of commencement thereof, is the Actuarial Equivalent of the monthly benefit otherwise payable to the Participant under the form of payment described in paragraph (a).

To receive a benefit under the Qualified Joint and Survivor Annuity form of payment described in paragraph (b) above, a Participant’s Spouse must be the same Spouse to whom the Participant was married on his Annuity Starting Date. Once a Participant’s Annuity Starting Date occurs and retirement benefit payments commence under one of the normal forms of payment, the form of payment will not change even if the Participant’s marital status changes; provided, however, that if the Participant is reemployed by an Employer or an Affiliated Company, any benefits he accrues under the Plan following such reemployment with respect to which a separate Annuity Starting Date occurs shall be payable in the form elected by the Participant as of such separate Annuity Starting Date.

Subject to the requirements of Section 9.6, a Participant may waive the normal form of payment applicable to him and elect to receive payment of his benefit in one of the optional forms of payment provided in Section 9.2.

9.2

Optional Forms of Payment

Within the election period described in Section 9.5, a Participant who is eligible to receive a normal, early, deferred vested, or for Salaried Participants a disability retirement benefit may elect to receive payment of such benefit in accordance with any one of the following options. If the Participant is married on his Annuity Starting Date, any such election must satisfy the requirements of Section 9.6.

If the Participant’s Beneficiary under an optional form of payment dies prior to the Participant’s Annuity Starting Date, the election shall become inoperative and ineffective, and benefit payments, if any, shall be made under the normal form of payment provided in Section 9.1, unless the Participant elects another optional form of payment provided under the Plan prior to his Annuity Starting Date. Once a Participant’s Annuity Starting Date occurs, however, the optional form of payment elected by the Participant will not change even if the Participant’s marital status changes or his Beneficiary predeceases him; provided, however, that if the Participant is reemployed by an Employer or an Affiliated Company, any benefits he accrues under the Plan following his reemployment with respect to which a separate Annuity Starting Date occurs shall be payable in the form elected by the Participant as of such separate Annuity Starting Date.

The monthly payments made under any optional form of payment hereunder shall be the Actuarial Equivalent of the monthly benefit otherwise payable to the Participant in the single life annuity form described in paragraph (a) of Section 9.1.

(a)		Single Life Annuity. The Participant shall receive a monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs.
(b)		100% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
(c)		75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to three-

		quarters of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
(d)		50% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to one-half of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
(e)		25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to one-quarter of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
(f)		Pop-Up 100% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
		If the Beneficiary’s death occurs prior to the death of the Participant, then commencing with the month following the month in which the Beneficiary’s death occurs, the Participant shall receive an increase in the amount of his monthly benefit for the remainder of his remaining lifetime equal to the amount that would be payable under a Single Life Annuity, the last monthly payment being for the month in which the Participant’s death occurs.
(g)		Pop-Up 75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to three-quarters of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
		If the Beneficiary’s death occurs prior to the death of the Participant, then commencing with the month following the month in which the Beneficiary’s death occurs, the Participant shall receive an increase in the amount of his monthly benefit for the

		remainder of his remaining lifetime equal to the amount that would be payable under a Single Life Annuity, the last monthly payment being for the month in which the Participant’s death occurs.
(h)		Pop-Up 50% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to one-half of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
		If the Beneficiary’s death occurs prior to the death of the Participant, then commencing with the month following the month in which the Beneficiary’s death occurs, the Participant shall receive an increase in the amount of his monthly benefit for the remainder of his remaining lifetime equal to the amount that would be payable under a Single Life Annuity, the last monthly payment being for the month in which the Participant’s death occurs.
(i)		Pop-Up 25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s Beneficiary survives him, then commencing with the month following the month in which the Participant’s death occurs, his Beneficiary shall receive a monthly benefit for his remaining lifetime equal to one-quarter of the reduced amount payable during the Participant’s lifetime, the last monthly payment being for the month in which the Beneficiary’s death occurs.
		If the Beneficiary’s death occurs prior to the death of the Participant, then commencing with the month following the month in which the Beneficiary’s death occurs, the Participant shall receive an increase in the amount of his monthly benefit for the remainder of his remaining lifetime equal to the amount that would be payable under a Single Life Annuity, the last monthly payment being for the month in which the Participant’s death occurs.
(j)		Ten-Year Certain and Life Annuity. The Participant shall receive a reduced monthly retirement benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s death occurs prior to the end of the ten-year period commencing with his Annuity Starting Date, his Beneficiary shall receive a continued monthly benefit equal to such reduced amount for the remainder of such ten-year period. If the Participant’s Beneficiary dies after becoming eligible to receive a benefit hereunder, but prior to the end of the ten-year period, the unpaid monthly benefit shall be paid to the Beneficiary designated by the Participant to receive payment in such event or, if none, in accordance with the provisions of Section 9.3. If the Participant’s Beneficiary dies while the Participant is living and before 120 payments have been made, the Participant may name another Beneficiary.

(k)		Social Security Adjustment Annuity. The Participant shall receive an increased monthly retirement benefit prior to a specified date, which shall be the first day of the month following the date the Participant reaches age 62 or age 65, as elected by the Participant, and a reduced monthly retirement benefit thereafter, so that the adjusted benefit, when combined with the Primary Insurance Benefits under the Federal Social Security Act expected to become payable as of such specified date, will produce, as nearly as practicable, a level monthly income, the last monthly payment being for the month in which the Participant’s death occurs.
		The Participant may elect the Social Security Adjustment Annuity in conjunction with the Single Life Annuity optional form of payment, one of the Joint and Survivor Annuity optional forms of payment or in conjunction with Ten-Year Certain and Life Annuity optional form of payment. The Participant’s shall receive a reduced monthly retirement benefit in accordance with the Joint and Survivor or Certain and Life Annuity option, in addition to the adjustment for Social Security described in the previous paragraph.
		The Social Security Adjustment Annuity is not available in conjunction with any of the Pop-Up Joint and Survivor optional forms of payment.

Notwithstanding any other provision of the Plan to the contrary, distribution under an optional form of payment shall be made in accordance with Code Section 401(a)(9) and regulations issued thereunder, including the minimum distribution incidental benefit requirement. If a Participant designates a person other than his Spouse as his Beneficiary under an optional form of payment, and if payments under the optional form elected would not meet the minimum distribution incidental benefit requirement, the election shall be ineffective and benefit payments, if any, shall be made under the normal form of payment provided in Section 9.1, unless the Participant elects another optional form of payment provided under the Plan prior to his Annuity Starting Date.

9.3

Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary

A Participant’s Beneficiary may be any individual or, in the case of a Beneficiary to receive payments for the remainder of a period-certain under the form of payment elected by the Participant, any individuals, trust, or estate selected by the Participant. A Participant’s designation of a Beneficiary is subject to the spousal consent requirements of Section 9.6.

If payment is to be made to a Participant’s surviving Beneficiary for the remainder of a period-certain under the form of payment elected by the Participant and no Beneficiary survives or the Participant has not designated a Beneficiary, the Participant’s Beneficiary shall be the Participant’s surviving Spouse or, if none, the Participant’s surviving children in equal shares or, if none, the Participant’s estate.

9.4

Notice Regarding Forms of Payment

The Administrator shall provide a Participant with a written description of (i) the terms and conditions of the normal forms of payment provided in Section 9.1, (ii) the optional forms of payment provided in Section 9.2 and their relative value in comparison to one or both of the normal forms, (iii) the Participant’s right to waive the normal form of payment provided in Section 9.1 and to elect an optional form of payment and the effect thereof, (iv) the rights of the Participant’s Spouse with respect to the Qualified Joint and Survivor Annuity form of payment, and (v) the Participant’s right to revoke a waiver of the normal form of payment or to change his election of an option and the effect thereof. The explanation shall notify the Participant of his right to defer payment of his retirement benefit under the Plan until his Normal Retirement Date, or such later date as may be provided under the Plan, and the consequences if the Participant does not elect to postpone payment. The Administrator shall provide such explanation no fewer than 30 days and no more than 90 days before a Participant’s Annuity Starting Date.

Notwithstanding the foregoing, a Participant’s Annuity Starting Date may occur fewer than 30 days after receipt of such explanation if the Administrator clearly informs the Participant:

(a)		of his right to consider his form of payment election for a period of at least 30 days following his receipt of the explanation;
(b)		the Participant, after receiving the explanation, affirmatively elects an early Annuity Starting Date, with his Spouse’s written consent, if necessary;
(c)		the Participant’s Annuity Starting Date occurs after the date the explanation is provided to him;
(d)		the election period described in Section 9.5 does not end until the later of his Annuity Starting Date or the expiration of the seven-day period beginning the day after the date the explanation is provided to him; and
(e)		actual payment of the Participant’s retirement benefit does not begin to the Participant before such revocation period ends.

For written explanations given in Plan Years beginning after December 31, 2006, such explanation shall also include (1) a description of how much larger benefits will be if the commencement of distributions is deferred and (2) the relative values of the various optional forms of benefit under the Plan as provided in Treas. Reg. Section 1.417(a)-3.

Notwithstanding the foregoing, for any distribution notice issued in Plan Years beginning after December 31, 2006, any reference to the 90-day maximum notice period requirements shall be deemed to be a reference to a 180-day maximum notice.

9.5

Election Period

A Participant may waive or revoke a waiver of the normal form of payment provided in Section 9.1 and elect, modify, or change an election of an optional form of payment provided in Section 9.2 by written notice delivered to the Administrator at any time during the election period; provided, however, that no waiver of the normal form of payment and election of an optional form of payment shall be valid unless the Participant has received the written explanation described in Section 9.4. Subject to the provisions of Section 9.4 extending a Participant’s election period under certain circumstances, a Participant’s “election period” means the 90-day period ending on his Annuity Starting Date.

The form in which a Participant shall receive payment of his retirement benefit shall be determined upon the later of his Annuity Starting Date or the date his election period ends, based upon any waiver and election in effect on such date. Except as otherwise specifically provided in the Plan, in no event shall the form in which a Participant’s retirement benefit is paid be changed on or after such date.

Notwithstanding the foregoing, for any distribution notice issued in Plan Years beginning after December 31, 2006, any reference to the 90-day maximum notice period requirements shall be deemed to be a reference to a 180-day maximum notice.

9.6

Spousal Consent Requirements

A married Participant’s waiver of the normal Qualified Joint and Survivor Annuity form of payment and his election, modification, or change of an election of an optional form of payment must include the written consent of the Participant’s Spouse. A Participant’s Spouse shall be deemed to have given written consent to the Participant’s waiver and election if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because of any of the following circumstances:

(a)		the Spouse cannot be located,
(b)		the Participant is legally separated or has been abandoned within the meaning of local law, and the Participant has a court order to that effect, or
(c)		other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.

Notwithstanding the foregoing, written spousal consent shall not be required if the Participant elects an optional form of payment that is a Qualified Joint and Survivor Annuity.

Any written spousal consent given pursuant to this Section shall acknowledge the effect of the waiver of the Qualified Joint and Survivor Annuity form of payment and of the election of an optional form of payment, shall specify the optional form of payment selected by the Participant

and that such form may not be changed (except to a Qualified Joint and Survivor Annuity) without written spousal consent, shall specify any Beneficiary designated by the Participant and that such Beneficiary may not be changed without written spousal consent, and shall be witnessed by a Plan representative or a notary public. Any written consent given or deemed to be given by a Participant’s Spouse shall be irrevocable and shall be effective only with respect to such Spouse and not with respect to any subsequent Spouse.

9.7

Death Prior to Annuity Starting Date

Notwithstanding any other provision of the Plan to the contrary, should a Participant die prior to his Annuity Starting Date neither he nor any person claiming under or through him shall be entitled to any retirement benefit under the Plan; and no benefit shall be paid under the Plan with respect to such Participant (except any survivor benefit payable under the provisions of Article X).

9.8

Effect of Reemployment on Form of Payment

Notwithstanding any other provision of the Plan, if a former Employee is reemployed, his prior election of a form of payment hereunder shall become ineffective, except to the extent that the Participant’s Annuity Starting Date occurred prior to such reemployment and such prior Annuity Starting Date is preserved with respect to a portion or all of the Participant’s retirement benefit.

Article X

Survivor Benefits

10.1

Eligibility for Qualified Preretirement Survivor Annuity

If a Participant dies before his Annuity Starting Date, his surviving Spouse shall be eligible for a Qualified Preretirement Survivor Annuity if all of the following requirements are met on the Participant’s date of death:

(a)		the Participant has a Spouse; and
(b)		the Participant has a vested Accrued Benefit.

10.2

Amount of Qualified Preretirement Survivor Annuity

The monthly amount of the Qualified Preretirement Survivor Annuity payable to a surviving Spouse shall be equal to the survivor benefit that would have been payable to the Spouse if the Participant had:

(a)		separated from service on the earlier of his actual separation from service date or his date of death; and
(b)		survived to the date as of which payment of the Qualified Preretirement Survivor Annuity to his surviving Spouse commences; and
(c)		elected to commence retirement benefits as of the date described in paragraph (b) above in the form of a 50 percent Qualified Joint and Survivor Annuity; and
(d)		died on his Annuity Starting Date.

Notwithstanding the foregoing, if prior to an Hourly Participant’s death the Hourly Participant elected an optional form of payment in accordance with the provisions of Article IX that is a Qualified Joint and Survivor Annuity, for purposes of determining the amount of the Qualified Preretirement Survivor Annuity, the optional form of payment elected by the Hourly Participant shall be substituted for the 50 percent Qualified Joint and Survivor Annuity in paragraph (c) above.

Notwithstanding the foregoing, if immediately prior to a Salaried Participant’s death the Salaried Participant met the requirements for Disability Accrual under Section 8.3, had at least 10 years of Service and dies prior to age 55, the amount of the Qualified Joint and Survivor Annuity will not be reduced for commencement of payments prior to Normal Retirement Date.

10.3

Payment of Qualified Preretirement Survivor Annuity

Payment of a Qualified Preretirement Survivor Annuity to a Participant’s surviving Spouse shall commence as of the first day of the month following (a) or (b) below, as applicable:

(a)		if the Participant dies (1) while employed by the Employer and after (i) completing at least 20 years of Service or (ii) completing at least 5 years of Service and reaching age 50 or (2) (i) for a Salaried Participant, if he meets the requirements for Disability Accrual under Section 8.3, the month after reaching age 55, or (ii) for an Hourly Participant, while receiving benefits under the LTD Plan and after competing at least 10 years of Service, the month in which the Participant dies; or
(b)		if the Participant does not satisfy the requirements of (a), the later of (1) the month in which the Participant dies or (2) the month in which the Participant would have attained earliest retirement age (as defined herein) under the Plan.

Notwithstanding the foregoing, a Participant’s surviving Spouse may elect to defer commencement of payment of the Qualified Preretirement Survivor Annuity to a date no later than the Participant’s Normal Retirement Date. If a Participant’s surviving Spouse dies before the date as of which payment of the Qualified Preretirement Survivor Annuity is to commence to such Spouse, no Qualified Preretirement Survivor Annuity shall be payable hereunder.

Payment of a Qualified Preretirement Survivor Annuity shall continue to a Participant’s surviving Spouse for such Spouse’s lifetime, the last monthly payment being for the month in which the Spouse’s death occurs.

For purposes of this Article, a Participant’s “earliest retirement age” means the earliest age at which the Participant could have elected to commence retirement benefits under the Plan if he had survived, but based on his years of Service on his date of death.

Article XI

General Provisions & Limitations Regarding Benefits

11.1

Suspension of Benefits for Rehired Retired Participants

Except as otherwise provided in Sections 11.2, 11.7, and 11.8, if a retired or former Employee is reemployed by an Employer, any benefits payable to such Participant under the Plan shall be suspended during the period of such reemployment, provided that the notice requirements of Department of Labor Regulations Section 2530.203-3(b)(4) are met, if applicable, unless such Participant or retired or former Employee elects to receive an early retirement benefit while employed, as provided in Section 6.1. If a retired or former Employee whose Annuity Starting Date occurred prior to reemployment again becomes eligible to receive benefits under the Plan, the amount of benefit payable to the Participant shall be reduced to its Actuarial Equivalent to reflect the value of any benefit payments made to the Participant prior to his reemployment.

11.2

Exception to Suspension of Benefits Rule

Notwithstanding any other provision of the Plan to the contrary, a retired former Employee who is reemployed by an Employer or an Affiliated Company after his Annuity Starting Date shall be eligible for a retirement benefit for any month in which he is employed for fewer than 40 hours or such other amount of time that does not constitute ERISA Section 203(a)(3)(B) service. The Plan may provide an Actuarial Equivalent increase to the benefit for any such month in lieu of stopping and starting payments to the Participant on a month-by-month basis.

11.3

Non-Alienation of Retirement Rights or Benefits

Except as provided in Code Section 401(a)(13)(B) (relating to qualified domestic relations orders), Code Sections 401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax levies), or as otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have the power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

11.4

Payment of Benefits to Others

If any person to whom a retirement benefit is payable is unable to care for his affairs because of illness or accident, any payment due (unless prior claim therefore shall have been made by a duly

qualified guardian or other legal representative) may be paid to the spouse, parent, brother or sister of such person, or any other individual deemed by the Administrator to be maintaining or responsible for the maintenance of such person. The monthly payment of a retirement benefit to a person for the month in which he dies shall, if not paid to such person prior to his death, be paid to his spouse, parent, brother, sister, or estate as the Administrator shall determine. Any payment made in accordance with the provisions of this Section shall be a complete discharge of any liability of the Plan with respect to the benefit so paid.

11.5

Payment of Small Benefits; Deemed Cashout

If the Actuarially Equivalent present value of any retirement benefit payable under Section 5.1, 6.1, 7.2, or for Salaried Participants, 8.2, or any survivor benefit is $5,000 or less, such Actuarially Equivalent present value shall be paid to the Participant, or his Beneficiary, if applicable, in a single sum payment, in lieu of all other benefits under the Plan, as soon as practicable following the date of the Participant’s retirement, death, or other termination of employment and he shall cease to be a Participant under the Plan as of the date of such payment.

Notwithstanding any other provision of this Section, if the Actuarially Equivalent present value of any retirement benefit payable under the Plan to a Participant is greater than $1,000, such Actuarially Equivalent present value shall not be paid to the Participant in a single sum payment prior to the later of (i) the date the Participant attains age 62 or (ii) the Participant’s Normal Retirement Date, unless the Participant consents in writing to such distribution. The provisions of this paragraph shall not apply to a distribution to a Participant’s surviving Spouse or an alternate payee under a qualified domestic relations order.

If the nonforfeitable Accrued Benefit of a Participant is zero, such Participant shall be deemed to have received distribution of his entire vested Accrued Benefit under the Plan, in lieu of all other benefits under the Plan, as of the date of his termination of employment with his Employer and all Affiliated Companies and he shall cease to be a Participant under the Plan as of such date.

A former Participant who received a distribution hereunder, other than a deemed distribution, because of his retirement or other termination of employment shall lose the Credited Service with which he was credited at the time of his prior termination of employment or retirement. If such former Participant is reemployed, such prior Credited Service shall not be reinstated.

11.6

Direct Rollovers

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving a single sum payment as provided in Section 11.5, a “qualified distributee” may elect in writing, in accordance with rules prescribed by the Sponsor, to have any portion or all of such payment that is an “eligible rollover distribution” paid directly by the Plan to the “eligible retirement plan” designated by the “qualified distributee”; provided, however, that this provision shall not apply if the total distribution is less than $200 and that a “qualified distributee” may not elect this provision with respect to any partial distribution that is less than $500. Any such payment by the

Plan to another “eligible retirement plan” shall be a direct rollover. For purposes of this Section, the following terms have the following meanings:

	(a)		An “eligible retirement plan” means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust described in Code Section 401(a) that accepts rollovers, an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) 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 the Plan.
			Effective with respect to distributions made on and after January 1, 2008, an “eligible retirement plan” shall include a Roth IRA described in Section 408A of the Code.
			Effective for distributions made on or after December 1, 2008: (A) An “eligible retirement plan” shall include an individual retirement plan described in clause (i) or (ii) of Section 402(c)(8)(B) of the Code with respect to an “eligible rollover distribution” to an individual who is the Beneficiary of a deceased Participant (but who is not the Participant’s surviving Spouse or former Spouse); and (B) a distribution to an individual who is the Beneficiary of a deceased Participant (but who is not the Participant’s surviving Spouse or former Spouse) shall be treated as an “eligible rollover distribution” if the distribution is transferred via trustee-to-trustee transfer to an individual retirement plan described in clause (i) or (ii) of Section 402(c)(8)(B) of the Code.
	(b)		An “eligible rollover distribution” means any distribution of all or any portion of a Participant’s Accrued Benefit or a distribution of all or any portion of a survivor benefit under Article X; provided, however, that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments made not less frequently than annually for the life or life expectancy of the qualified distributee or the joint lives or joint life expectancies of the qualified distributee and the qualified distributee’s designated beneficiary, or for a specified period of ten years or more; and any distribution to the extent such distribution is required under Code Section 401(a)(9).
	(c)		A “qualified distributee” means a Participant, his surviving Spouse, his Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p). Effective for distributions made on or after December 1, 2008, “qualified distributee” also means a Beneficiary of a deceased Participant (other than a Participant’s surviving Spouse or former Spouse). If a “qualified distributee is a trust, the Plan may make a direct rollover to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) on behalf of the trust, provided the trust satisfies the requirements to be a “designated beneficiary” within the meaning of Code Section 401(a)(9)(E).

11.7

Limitations on Commencement

Notwithstanding any other provision of the Plan to the contrary, payment of a Participant’s retirement benefit shall commence not later than the earlier of:

(a)		the 60th day after the end of the Plan Year in which occurs the Participant’s Normal Retirement Date, the tenth anniversary of the date on which he first became a Participant, or the Participant’s retirement or other termination of employment, whichever is latest; or
(b)		his Required Beginning Date.

Distributions required to commence under this Section shall be made in accordance with Code Section 401(a)(9) and regulations issued thereunder, as described in Section 11.8. If payment of a Participant’s retirement benefit does not commence until his Required Beginning Date, his Required Beginning Date shall be considered his Annuity Starting Date for all purposes of the Plan.

Subject to the requirements of Code Sections 401(a)(9) and 411(d)(6), no benefit payments shall commence under the Plan until the Participant, or his surviving Spouse, if applicable, makes written application therefore on a form satisfactory to the Administrator. If the amount of a monthly retirement benefit payable to a Participant cannot be determined for any reason (including lack of information as to whether the Participant is still living or his marital status) on the date payment of such benefit is to commence under this Section, payment shall be made retroactively to such date no later than 60 days after the date on which the amount of such monthly retirement benefit can be determined.

11.8

Minimum Required Distributions

Notwithstanding anything to the contrary contained in the Plan:

(a)		Precedence and Effective Date. The requirements of this Section 11.8 shall apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of the Plan. Unless otherwise specified, the provisions of this Section apply to calendar years beginning after December 31, 2002.
(b)		Minimum Distribution Requirements.

(1)

General Rules.

	(i)		Effective Date. Notwithstanding anything herein to the contrary, the provisions of this Section 11.8(b) will apply for purposes of determining required minimum distributions under the Plan for calendar years beginning with the 2003 calendar year.
	(ii)		Precedence. The requirements of this Section 11.8(b) will take precedence over any inconsistent provisions of the Plan.
	(iii)		Requirements of Treasury Regulations Incorporated. All distributions

			required under this Section 11.8(b) will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).
	(iv)		TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 11.8(b), other than Section 11.8(b)(1)(iii), distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(2)

Time and Manner of Distribution.

	(i)		Required Beginning Date. A 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, then, except as provided in Section 11.8(b)(7), 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 701/2, if later.
	(B)		If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, then, except as provided in Section 11.8(b)(7), 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 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 11.8(b)(2)(ii), other than paragraph (A), will apply as if the surviving Spouse were the Participant.

For purposes of this Section 11.8(b)(2)(ii) and Section 11.8(b)(5), distributions are considered to begin on the Participant’s Required

Beginning Date (or, if Section 11.8(b)(2)(ii)(D) applies, the date distributions are required to begin to the surviving Spouse under Section 11.8(b)(2)(ii)(A)). If annuity payments irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 11.8(b)(2)(ii)(A)), the date distributions are considered to begin is the date distributions actually commence.

(iii)

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 paragraphs (3), (4) and (5) of this Section 11.8(b). 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 Code Section 401(a)(9) and the Treasury regulations. Any part of the Participant’s interest which is in the form of an individual account described in Code Section 414(k) will be distributed in a manner satisfying the requirements of Code Section 401(a)(9) and the Treasury regulations that apply to individual accounts.

(3)

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 paragraph (4) or (5) of this Section 11.8(b);
	(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;
	(D)		payments will either be nonincreasing or increase only as follows:

	(I)		by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;
	(II)		to the extent of the reduction in the amount of the

Participant’s payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in paragraph (4) of Section 11.8(b) dies or is no longer the Participant’s Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p);

	(III)		to provide cash refunds of employee contributions upon the Participant’s death; or
	(IV)		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 11.8(b)(2)(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 the 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.

(4)

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 non-spouse 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 Q&A-2 of section 1.401(a)(9)-6 of the Treasury regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the

Participant and a nonspouse 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 section 1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 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 paragraph (B), 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 section 1.401(a)(9)-9 of the Treasury regulations, 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.

(5)

Requirements For Minimum Distributions Where Participant Dies Before Date Distributions Begin.

(i)

Participant Survived by Designated Beneficiary. Except as provided in Section 11.8(b)(7), if the Participant dies before the date distribution of his interest begins and there is a designated Beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in Section 11.8(b)(2)(ii)(A) or (B), over the life of the designated Beneficiary or over a period certain not exceeding:

(A)

unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(B)

if the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s

birthday in the calendar year that contains the annuity starting date.

	(ii)		No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
	(iii)		Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his interest begins, the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, and the surviving Spouse dies before distributions to the surviving Spouse begin, this paragraph (5) will apply as if the surviving Spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 11.8(b)(2)(ii)(A).

(6)

Definitions.

	(i)		Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.1 of the Plan and is the designated beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
	(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 11.8(b)(2)(ii).
	(iii)		Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.
	(iv)		Required Beginning Date. The Required Beginning Date of a Participant is the first day of April of the calendar year following the later of the calendar year in which the Participant attains age 70-1/2 or retires except that benefit distributions to a 5-percent owner must commence by April 1 of the calendar year following the calendar year in which the Participant attains age 701/2. The required beginning date of a Participant is April 1 of the calendar year.

(7)

Special Rules. If a 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 11.8(b)(2)(ii), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth 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 paragraph will apply as if the surviving Spouse were the Participant. This paragraph will apply to all distributions.

(c)		Required Distributions. Notwithstanding any other provision of the Plan, a Participant may only receive a benefit that meets the distribution requirements of Section 401(a)(9) of the Code, which provisions are hereby incorporated into the Plan by reference.
(d)		Calculation of Life Expectancies. Life expectancies of Participants and Beneficiaries under this Section 11.8 shall not be subject to recalculation.

11.9 Offset to Accrual After Normal Retirement Date

The amount of benefit accrued by an Employee for each year of Credited Service that he completes after the date retirement income becomes payable to him by reasons other than his retirement or termination of employment shall be reduced (but not below zero) by the Actuarial Equivalent of the retirement benefits paid to the Employee for the period for which he accrues such year of Credited Service.

11.10 Limitations based on funded status

Effective January 1, 2011 (or such other later date permitted by rule or regulation), notwithstanding any other provision of the Plan to the contrary, the following limitations shall apply:

(a)

Funding Percentage Less Than 60 Percent. In any case in which the Plan’s AFTAP for a Plan Year is less than 60%:

(1)

The Plan shall not make any Prohibited Payment with an Annuity Starting Date on or after the Applicable Section 436 Measurement Date; and

(b)

Bankruptcy. The Plan shall not make any Prohibited Payment with an Annuity Starting Date during any period in which the plan sponsor is a debtor in a case under title 11 of the United States Code or any similar Federal or state law, provided that this Section 11.10(b) shall not apply on or after the date on which an enrolled actuary certifies that the Plan’s AFTAP is not less than 100%.

(c)

Funding Percentage Between 60 and 80 Percent. In any case in which the Plan’s AFTAP for a Plan Year is at least 60% but less than 80%, the Plan shall not make any Prohibited Payment with an Annuity Starting Date after the Applicable Section 436 Measurement Date to the extent the amount of such payment exceeds the lesser of:

	(1)		50% of the amount of the payment that could be made without regard to this Section 11.10; or
	(2)		The present value of the maximum guarantee with respect to the Participant under ERISA Section 4022 (determined under guidance prescribed by the Pension Benefit Guaranty Corporation using the Applicable Interest Rate and Applicable Mortality Table);

		provided that only one Prohibited Payment meeting the requirements of this Section 11.10(c) may be made with respect to any Participant during any period of consecutive Plan Years to which a limitation under Section 11.10(a), Section 11.10(b), or this Section 11.10(c) applies. For purposes of this Section 11.10(c), a Participant and his Beneficiary (or alternate payee under a Qualified Domestic Relations Order) shall be treated as one Participant in accordance with Code Section 436(d)(3)(B)(ii) and regulations thereunder.
(d)		Definitions. The following definitions shall apply for purposes of the Plan:

	(1)		“AFTAP” shall mean the Plan’s adjusted funding target attainment percentage determined under Code Section 436(j)(2).
	(2)		“Applicable Section 436 Measurement Date” shall mean the applicable Section 436 measurement date within the meaning of proposed regulations under Code Section 436 or any successor thereto.
	(3)		“Prohibited Payment” shall mean:

	(i)		any payment in excess of the monthly amount paid under a single life annuity to a Participant or Beneficiary whose Annuity Starting Date occurs during any period in which a limitation described in Section 11.10(a) or (b) is in effect;
	(ii)		any payment for the purchase of an irrevocable commitment from an insurer to pay benefits; or
	(iii)		any other payment specified under applicable Treasury regulations issued under Code Section 436;

provided however, the term “Prohibited Payment” shall not include any benefit which under Code Section 411(a)(11) may be immediately distributed without the consent of the Participant.

(e)

Applicable Rules. This Section 11.10 shall be applied in accordance with Code Section 436 and regulations promulgated thereunder.

Article XII

Maximum Retirement Benefits

12.1 Definitions

For purposes of this Article XII, the following terms have the following meanings.

(a)		An “affiliated employer” means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Code Section 414 as modified by Code Section 415(h).
(b)		A Participant’s “aggregate annual retirement benefit” means the sum of his “annual retirement benefit” under the Plan and his “annual retirement benefit”, if any, under any and all other “defined benefit plans” (whether or not terminated) maintained by an Employer, any “affiliated employer”, or a “predecessor employer” that are required to be aggregated with the Plan in accordance with the provisions of Treasury Regulations Section 1.415(f)-1.
		For purposes of applying the “defined benefit compensation limitation”, a Participant’s “aggregate annual retirement benefit” shall exclude any benefits accrued by the Participant under a multiemployer plan. For purposes of applying the “defined benefit dollar limitation”, a Participant’s “aggregate annual retirement benefit” shall exclude benefits accrued by the Participant under a multiemployer plan, except to the extent such benefits are provided by the Employer (or an “affiliated employer”).
(c)		A Participant’s “annual retirement benefit” means the amount of retirement benefit attributable to Employer contributions which is payable to him annually under the Plan adjusted to the actuarially equivalent straight life annuity form using the factors prescribed in the following paragraphs if such benefit is to be paid in a manner other than to the Participant for his life only. A Participant’s “annual retirement benefit” includes Social Security supplements described in Code Section 411(a)(9) and benefits transferred from another “defined benefit plan”, other than transfers of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3(c), but shall not include benefits attributable to a Participant’s “employee contributions.”

For purposes of determining a Participant’s “annual retirement benefit”, the following shall apply:

(1)

If payment is to be made in a form other than to the Participant for his life only, and such form is not subject to the requirements of Code Section 417(e)(3), the actuarially equivalent straight life annuity shall be determined in accordance with the provisions of subparagraph (A) or (B) below, as applicable.

(i)

For “limitation years” beginning before July 1, 2007, the annual amount of straight life annuity commencing on the same Annuity Starting Date with the same actuarial present value as the Participant’s form of payment

computed using the following factors, whichever produces the greater amount: (I) the interest rate and mortality table otherwise used under the Plan for purposes of determining Actuarial Equivalence of optional forms not subject to the requirements of Code Section 417(e)(3) or (II) the “applicable mortality table” and 5 percent.

(ii)

For “limitation years” beginning on and after July 1, 2007, the greater of (I) the annual amount of straight life annuity, if any, payable to the Participant under the Plan commencing at the same Annuity Starting Date as the Participant’s form of payment or (II) the annual amount of straight life annuity commencing at the same Annuity Starting Date that has the same actuarially equivalent present value as the Participant’s form of payment computed using the “applicable mortality table” and an interest rate of 5 percent.

(2)

If payment is to be made to the Participant in a form that is subject to the requirements of Code Section 417(e)(3), the actuarially equivalent straight life annuity form shall be:

	(i)		For distributions with an Annuity Starting Date in the 2004 or 2005 Plan Year, the annual amount of straight life annuity commencing on the same Annuity Starting Date that has the same actuarially equivalent present value as the Participant’s form of payment determined using the following, whichever provides the greater annual amount: (I) the mortality table and interest rate otherwise used under the Plan for purposes of determining Actuarial Equivalence of such optional form or (II) the “applicable mortality table” and an interest rate of 5.5 percent; provided, however, that for distributions with an Annuity Starting Date on or after the first day of the 2004 Plan Year and before January 1, 2005 , use of the interest rate specified in clause (II) shall not reduce the benefit payable to the Participant below the amount determined using the “applicable interest rate” in effect as of the last day of the last Plan Year beginning before January 1, 2004. For purposes of this subparagraph (A), the “applicable interest rate” means the annual rate of interest on 30-year Treasury securities for the second calendar month preceding the Plan Year in which the Annuity Starting Date occurs.
	(ii)		For distributions with an Annuity Starting Date after the 2005 Plan Year, the annual amount of straight life annuity commencing on the same Annuity Starting Date that has the same actuarially equivalent present value as the Participant’s form of payment determined using the following, whichever provides the greatest annual amount: (I) the mortality table and interest rate otherwise used under the Plan for purposes of determining Actuarial Equivalence of such optional form; (II) the “applicable mortality table” and an interest rate of 5.5 percent; or (III) the “applicable mortality table” and the “417(e) interest rate” determined as of

the second calendar month preceding the Plan Year in which the distribution is made, divided by 1.05. For purposes of this subparagraph (B), the “417(e) interest rate” means the following: (1) prior to the Plan Year beginning in 2008, the “applicable interest rate” described in subparagraph (A) above and (2) for Plan Years beginning on and after January 1, 2008, the adjusted first, second and third segment rates applied under Code Section 430(h)(2)(C), computed without regard to a 24 month average; provided, however, that for Plan Years beginning in 2008, 2009, 2010, and 2011, such rate shall be blended with the “applicable interest rate” described in subparagraph (A) above, as provided in Code Section 417(e)(3)(D)(ii) and (iii).

	(3)		A form of payment is not subject to the requirements of Code Section 417(e)(3) if the form of payment is either (A) a nondecreasing annuity (other than a straight life annuity) payable for a period not less than the life of the Participant (or in the case of a Qualified Preretirement Survivor Annuity, the life of the Participant’s Spouse) or (B) an annuity that decreases during the life of the Participant merely because of (I) the death of the Participant’s Beneficiary under a joint and survivor annuity, but only if the reduction is not below 50 percent of the benefit payable before the death of the Beneficiary or (II) cessation or reduction of Social Security supplements or qualified disability payments, as defined in Code Section 411(a)(9).
	(4)		No actuarial adjustment shall be made hereunder for (A) survivor benefits payable to a surviving Spouse under a Qualified Joint and Survivor Annuity to the extent such benefits would not be payable if the Participant’s benefit were paid in another form, (B) benefits that are not directly related to retirement benefits (such as qualified disability benefits, preretirement incidental death benefits, and post-retirement medical benefits), or (C) the inclusion in the form of payment of an automatic benefit increase feature, provided that (I) the form of payment is not subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this Article and (II) the Plan provides that the amount payable under the form of payment in any “limitation year” shall not exceed the limits of this Article applicable as of the Annuity Starting Date, increased in subsequent years pursuant to Code Section 415(d). For purposes of clause (C), an automatic benefit increase feature is included in a form of payment if the form of payment provides for automatic, periodic increases to benefits paid in that form.
	(5)		If a Participant has or will have distributions commencing at more than one Annuity Starting Date, the “annual retirement benefit” shall be determined as of each Annuity Starting Date (and shall satisfy the limitations of this Article as of each such date), actuarially adjusting for past and future distributions of benefits commencing as of other Annuity Starting Dates. For purposes of this paragraph (v), the determination of whether a new Annuity Starting Date has occurred shall be made without regard to Treasury Regulations Section 1.401(a)-20, Q&A 10(d), but with regard to Treasury Regulations Sections 1.415(b)-1(b)(1)(iii)(B) and (C).

(d)		The “applicable mortality table” means the following: (i) prior to the first day of the first Plan Year beginning on or after January 1, 2008, the table prescribed by the Secretary of the Treasury, which is the table specified in Revenue Ruling 2001-62 and (ii) on and after the first day of the first Plan Year beginning on or after January 1, 2008, the applicable Code Section 417(e)(3) mortality table.
(e)		“Defined benefit plan” and “defined contribution plan” have the meanings given such terms in Code Section 415(k).
(f)		“Defined benefit compensation limitation” means 100 percent of a Participant’s average “415 compensation” for his high three consecutive calendar years of service. In the case of a Participant who has fewer than 10 years of service with the employer, the “defined benefit compensation limitation” shall be multiplied by a fraction, (i) the numerator of which is the number of years (or part thereof, but not less than one) of service with the employer and (ii) the denominator of which is 10. For purposes of this subsection, a Participant is credited with a “year of service” (computed to fractional years) for each Service Computation Period for which he is credited with the number of Hours of Service required to accrue Credited Service under the terms of the Plan, taking into account service with the Employers, any “affiliated employer”, or a “predecessor employer.”
(g)		“Defined benefit dollar limitation” means $160,000, as adjusted , effective January 1 of each year, under Code Section 415(d) in such manner as the Secretary of the Treasury shall prescribe, and payable in the form of a straight life annuity. A limitation adjusted under Code Section 415(d) will apply to “limitation years” ending with or within the calendar year for which the adjustment applies. A Participant’s “annual retirement benefit” shall not be adjusted to reflect increases in the “defined benefit dollar limitation” effective for “limitation years” beginning after the “limitation year” in which his termination occurred.
		The “defined benefit dollar limitation” shall be adjusted as follows:

(1)

If the Participant has fewer than 10 years of participation in the Plan, the “defined benefit dollar limitation” shall be multiplied by a fraction, (i) the numerator of which is the number of years (or part thereof, but not less than one) of participation in the plan and (ii) the denominator of which is 10. For purposes of this paragraph, a Participant is credited with a “year of participation” (computed to fractional years) for each Service Computation Period (as defined for purposes of crediting Credited Service) for which he is credited with a year (or fraction of a year) of Credited Service, provided that (A) he is included as a Participant under the eligibility provisions of the Plan for at least one day of such Service Computation Period and (B) the Plan is established no later than the last day of such Service Computation Period. No more than one year of participation shall be credited for a Service Computation Period.

(2)

If the benefit of a Participant begins prior to age 62, the “defined benefit dollar limitation” applicable to the Participant at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the Participant’s Annuity Starting Date that is:

	(i)		For “limitation years” beginning before July 1, 2007, the actuarial equivalent of the “defined benefit dollar limitation” (adjusted under (i) above, if required) determined using the following factors, whichever produces the lesser annual amount: (I) the interest rate and mortality table (or other tabular factor) specified in Section 6.2 or 7.3, as applicable, for adjusting benefits for early commencement or (II) the “applicable mortality table” and an interest rate of 5 percent.
	(ii)		For “limitation years” beginning on or after July 1, 2007, the following, as applicable:

	(A)		If the plan does not provide an immediately commencing straight life annuity commencing at both age 62 and the Participant’s age at his Annuity Starting Date, the actuarial equivalent of the “defined benefit dollar limitation” (adjusted under (i) above, if required) determined using the “applicable mortality table” (expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date) and an interest rate of 5 percent.
	(B)		If the plan does provide an immediately commencing straight life annuity commencing at both age 62 and the Participant’s age at his Annuity Starting Date, the lesser of: (a) the amount determined under (I) above or (b) the “defined benefit dollar limitation” (adjusted under (i) above, 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 62, both determined without applying the limitations of this Article.

Any decrease in the “defined benefit dollar limitation” determined in accordance with this paragraph (ii) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account. For this purpose, no forfeiture is treated as occuring upon the Participant’s death if the Plan does not charge Participants for providing Qualified Preretirement Survivor Annuity coverage.

(3)

If the benefit of a Participant begins after the Participant attains age 65, the “defined benefit dollar limitation” applicable to the Participant at the later age is

an annual benefit payable in the form of a straight life annuity beginning at the Annuity Starting Date that is:

	(i)		For “limitation years” beginning before July 1, 2007, the actuarial equivalent of the “defined benefit dollar limitation” (adjusted under (i) above, if required) determined using the following factors, whichever provides the lesser amount: (I) the interest rate and mortality table (or other tabular factor) used under the Plan to determine Actuarial Equivalence for purposes of delayed retirement or (II) the “applicable mortality table” and an interest rate of 5 percent.
	(ii)		For “limitation years” beginning on or after July 1, 2007, the following, as applicable:

(A)

If the plan does not provide an immediately commencing straight life annuity commencing at both age 65 and the Participant’s age at his Annuity Starting Date, the actuarial equivalent of the “defined benefit dollar limitation” (adjusted under (i) above, if required) determined using the “applicable mortality table” (expressing the Participant’s age based on completed calendar months as of the Annuity Starting Date) and an interest rate of 5 percent.

(B)

If the plan does provide an immediately commencing straight life annuity commencing at both age 65 and the Participant’s age at his Annuity Starting Date, the lesser of: (a) the amount determined under (A) above or (b) the “defined benefit dollar limitation” (adjusted under (i) above, 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 65, both determined without applying the limitations of this Article. The adjusted immediately commencing straight life annuity at the Participant’s Annuity Starting Date is the annual amount of such annuity payable to the Participant computed disregarding accruals after age 65, but including actuarial adjustments even if those adjustments are used to offset accruals and the adjusted immediately commencing straight life annuity under the Plan at age 65 is the annual amount of such annuity that would be payable to a hypothetical Participant who is age 65 and has the same Accrued Benefit as the Participant.

Any adjustment to the “defined benefit dollar limitation” determined in accordance with this paragraph (iii) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account. For this

purpose, no forfeiture is treated as occuring upon the Participant’s death if the Plan does not charge Participants for providing Qualified Preretirement Survivor Annuity coverage.

(h)

An “employee contribution” means any employee after-tax contribution contributed by a Participant under any qualified plan of an Employer or an “affiliated employer”, including mandatory employee contributions, as defined in Code Section 411(c)(2)(C).

(i)		A Participant’s “415 compensation” with respect to a calendar year means the following: the Participant’s remuneration for services, including (A) his wages, salaries, fees for professional service, and all other amounts received (without regard to whether such amounts are paid in cash) for personal services actually rendered in the course of employment with an Employer or an “affiliated employer” paid to him for such period, to the extent the amounts would have been received and includable in gross income, including, but not limited to, commissions paid to salesperson, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan described in Treasury Regulations Section 1.62-2(c) or (B) in case of a Participant who is an employee within the meaning of Code Section 401(c)(1), the Participant’s earned income, as described in Code Section 401(c)(2) and regulations issued thereunder, but excluding (i) contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by an Employer or an “affiliated employer” to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of the limitations of Code Section 415 to such plan, the contributions are not includable in the gross income of the Participant for the taxable year in which contributed, (ii) any distributions from a plan of deferred compensation, whether or not qualified, (except amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includable in the gross income of the Participant), (iii) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by the Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (iv) amounts received from the sale, exchange or other disposition of stock acquired under a qualified stock option, (v) any other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the Participant and are not salary reduction amounts that are described in Code Section 125), and (vi) other items that are similar to the items listed in (i) through (v) above.
		“415 compensation” includes (i) any elective deferral, as defined in Code Section 402(g)(3) and (ii) any amount contributed or deferred by the Employer at the Participant’s election which is not includable in the Participant’s gross income by reason of Code Section 125, 132(f)(4), or 457.

If a Participant has a severance from employment (as defined in Treasury Regulations Section 1.415(a)-1(f)(5)) with the Employer and all “affiliated employers”, “415 compensation” does not include amounts received by the Participant following such severance from employment except amounts paid before the later of (a) the close of the “limitation year” in which the Participant’s employment terminates or (b) within 2 1/2 months of such severance if such amounts:

	•		would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation
	•		are payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued and such amounts would have been includable in “415 compensation” if his employment had continued
	•		are received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if the Participant would have received such payments at the same time if he had continued in employment and only to the extent the payments are includable in the Participant’s gross income

		For purposes of this subsection, a Participant will not be considered to have incurred a severance from employment if his new employer continues to maintain the plan with respect to such Participant.
		Notwithstanding the foregoing, effective for years beginning after December 31, 2008, amounts paid by an Employer or an “affiliated employer” to a Participant who is not performing services for the Employer or “affiliated employer” due to qualified military service (within the meaning of Code Section 414(u)(1)) shall be included as “415 compensation” to the extent such amounts do not exceed the amounts the Participant would have received if he had continued in employment with the Employer or “affiliated employer”.
		In no event, however, shall the compensation of a Participant taken into account under the Plan for any calendar year exceed the Code Section 401(a)(17) limit in effect for such calendar year ($225,000 for the calendar year beginning in 2007, subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d)). Effective for calendar years beginning on and after July 1, 2007, the limit described in this paragraph shall be applied annually to “415 compensation” earned in such calendar year and “415 compensation” for a calendar year shall not increase as a result of an increase in the Code Section 401(a)(17) limit applicable to a future calendar year.
		To be included in a Participant’s “415 compensation” for a particular calendar year, an amount must have been received by the Participant (or would have been received, but for

the Participant’s election under Code Section 125, 132(f)(4), 401(k), 402(h)(1)(B), 403(b), 408(p)(2)(A)(i), or 457) within such calendar year.

(j)		The “limitation year” means the calendar year.
(k)		A “predecessor employer” means (1) any former employer with respect to which an Employer or “affiliated employer” maintains a plan that provides benefits that the Participant accrued while performing services for such other employer or (2) a former entity that antedates an Employer or an “affiliated employer” if under the facts and circumstances the Employer or “affiliated employer” constitutes a continuation of all or a part of the trade or business of the former entity.

12.2 Maximum Limitation on Annual Benefits

The “aggregate annual retirement benefit” accrued or payable to a Participant may not at any time within any “limitation year” exceed the lesser of the “defined benefit compensation limitation” or the “defined benefit dollar limitation”; provided, however, that the “aggregate annual retirement benefit” accrued or payable to a Participant shall be deemed not to exceed such limits if:

(a)		The “aggregate annual retirement benefit” payable for a “limitation year” under any available form of payment does not exceed $10,000 multiplied by a fraction, the numerator of which is the Participant’s number of years of service (as defined above with respect to the “defined benefit compensation limitation”), not to exceed 10 years of service, and the denominator of which is 10; and
(b)		The Employers, all “affiliated employers”, and any “predecessor employer” have not at any time maintained a separate “defined contribution plan” in which the Participant participated.

12.3 Grandfather Prior Benefits

Notwithstanding any other provision of this Article to the contrary, in no event will application of the limits contained in this Article reduce the “aggregate annual retirement benefit” accrued or payable to a Participant below the “aggregate annual retirement benefit” accrued or payable to the Participant as of the end of the last “limitation year” beginning before July 1, 2007 under the provisions of the Plan adopted and in effect before April 5, 2007, provided that such provisions satisfied the requirements of Code Section 415 and the regulations and published guidance issued thereunder in effect as of the end of the last “limitation year” beginning before July 1, 2007, as provided in Treasury Regulations Section 1.415(a)-1(g)(4).

12.4 Frozen Benefits

Accruals under the Plan were frozen as of the freeze date specified elsewhere in the Plan. Except as otherwise specifically provided herein, nothing in this Article is intended to increase the benefit accrued or payable to a Participant under the Plan as of such freeze date. This restriction

shall not apply to an increase in the amount payable under this Article resulting from a change in the factors used to convert a Participant’s “annual retirement benefit” to a form other than an annuity payable for his life only or to adjust for payments made prior to age 62 or after age 65.

12.5 Manner of Reduction

If a Participant’s “annual retirement benefit” that would otherwise accrue or be payable for a “limitation year” would exceed the limitations specified in this Article, his “annual retirement benefit” accrued or payable for such “limitation year” shall be reduced to the extent necessary. If a Participant is also covered by another “defined benefit plan” required to be aggregated with the Plan under Treasury Regulations Section 1.415(f)-1 and his “aggregate annual retirement benefit” that would otherwise accrue or be payable for a “limitation year” would exceed the limitations of this Section, his “annual retirement benefit” accrued or payable for such “limitation year” shall be reduced by an amount equal to the amount by which his “aggregate annual retirement benefit” for such “limitation year” would exceed the limitations of this Section multiplied by a fraction, the numerator of which is his “annual retirement benefit” (determined without regard to this Section) and the denominator of which is his “aggregate annual retirement benefit” (determined without regard to the limitations of this Section or any corresponding limitation in any other “defined benefit plan” maintained by an Employer, any “affiliated employer,” or any predecessor employer”).

If the limitations contained in this Article are nevertheless exceeded with respect to a Participant for any “limitation year,” correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

Article XIII

Pension Fund

13.1 Pension Fund

The Pension Fund is maintained by the Funding Agent for the Plan under a Funding Agreement with the Sponsor. Subject to the provisions of Title IV of ERISA, benefits under the Plan shall be only such as can be provided by the assets of the Pension Fund, and no liability for payment of benefits shall be imposed upon the Employers or any Affiliated Company, or any of their officers, employees, directors, or stockholders.

13.2 Contributions by the Employers

So long as the Plan continues, contributions will be made by the Employers at such times and in such amounts as the Sponsor in its sole discretion shall from time to time determine, based on the advice of the Actuary and consistent with the funding policy for the Plan. Subject to the provisions of Section 13.5, all such contributions shall be delivered to the Funding Agent for deposit in the Pension Fund. Participants shall make no contributions under the Plan.

13.3 Expenses of the Plan

The expenses of administration of the Plan, including the expenses of the Administrator and fees of the Funding Agent and any investment advisor, shall be paid from the Pension Fund, unless the Sponsor or an Employer elects to make payment.

13.4 No Reversion

The Pension Fund shall be for the exclusive benefit of Participants and persons claiming under or through them. All contributions pursuant to Section 13.2 hereof shall be based on the facts then understood by the Sponsor, shall be conditioned upon the initial qualification of the Funding Agreement and Plan under Code Sections 401 and 501(a), and, unless otherwise specified by the Sponsor, shall be conditioned upon deductibility of the contributions under Code Section 404 in the year for which such contributions were made. All such contributions shall be irrevocable and such contributions as well as the Pension Fund, or any portion of the principal or income thereof, shall never revert to or inure to the benefit of the Employers or any Affiliated Company except that:

(a)		the residual amounts specified in Article XVI may be returned to the Employers;
(b)		any contributions which are made under a mistake of fact may be returned to the Employers within one year after the contributions were made;
(c)		any contributions made for years during which the Funding Agreement and Plan were not initially qualified under Code Sections 401 and 501(a) may be returned to the Employers

within one year after the date of denial of initial qualification, but only if an application for determination was filed within the period of time prescribed under ERISA Section 403(c)(2)(B); and

(d)

any contributions, which are not, in whole or in part, deductible under Code Section 404 for the year for which they were made, may to the extent such contributions were not so deductible, be returned to the Employers within one year after the disallowance of the deduction.

The Sponsor shall determine, in its sole discretion, whether the contributions described above, other than the residual amounts described in paragraph (a), shall be returned to an Employer. If any such contributions are to be returned, the Sponsor shall so direct the Funding Agent, in writing, no later than ten days prior to the last day upon which they may be returned.

13.5 Forfeitures Not to Increase Benefits

Any forfeitures arising from the termination of employment or death of an Employee, or for any other reason, shall be used to reduce Employer contributions to the Pension Fund, and shall not be applied to increase the benefits any Participant otherwise would receive under the Plan at any time prior to the termination of the Plan.

13.6 Change of Funding Medium

The Sponsor shall have the right to change at any time the means through which benefits under the Plan shall be provided. No such change shall constitute a termination of the Plan or result in the diversion to the Employers of any funds previously contributed in accordance with the Plan.

Article XIV

Administration

14.1 Authority of the Sponsor

The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall have all the powers and authority expressly conferred upon it herein and further shall have the sole discretionary right, authority, and power to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 14.3. In exercising such powers and authority, the Sponsor at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action. The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The Sponsor shall be a “named fiduciary” as that term is defined in ERISA Section 402(a)(2). The Sponsor may:

(a)		allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section 405(c)(3)) among named fiduciaries; and
(b)		designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority, or responsibilities to another named fiduciary or a person other than a named fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a writing signed by it and delivered to the Sponsor.

14.2 Action of the Sponsor

Any act authorized, permitted, or required to be taken by the Sponsor under the Plan, which has not been delegated in accordance with Section 14.1, may be taken by a majority of the members of the board of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting or by the employee or employees of the Sponsor designated by the board of directors to carry out such acts on behalf of the Sponsor. All notices, advice, directions, certifications, approvals, and instructions required or authorized to be given by the Sponsor under the Plan shall be in writing and signed by either (i) a majority of the members of the board of directors of the Sponsor, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) the employee or employees of the Sponsor who have the authority to act on behalf of the Sponsor.

14.3 Claims Review Procedure

Except to the extent that the provisions of any applicable collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control with respect to the resolution of such claims.

Whenever the Administrator decides for whatever reason to deny, whether in whole or in part, a claim for benefits filed by any person (hereinafter referred to as the “claimant”), the Administrator shall transmit to the claimant a written notice of its decision, which notice shall be written in a manner calculated to be understood by the claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, and (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such information is necessary. The notice shall also include a statement advising the claimant that, within 60 days of the date on which he receives such notice, he may obtain review of the decision of the Administrator in accordance with the procedures hereinafter set forth.

Within the 60-day period beginning on the date the claimant receives notice regarding disposition of his claim, the claimant or his authorized representative may request that the claim denial be reviewed by filing with the Administrator a written request therefor, which request shall contain the following information:

(a)		the date on which the claimant’s request was filed with the Administrator; provided that the date on which the claimant’s request for review was in fact filed with the Administrator shall control in the event that the date of the actual filing is later than the date stated by the claimant pursuant to this paragraph; and
(b)		the specific portions of the denial of his claim which the claimant requests the Administrator to review; and
(c)		a statement by the claimant setting forth the basis upon which he believes the Administrator should reverse its previous denial of his claim for benefits and accept his claim as made; and
(d)		any written material (offered as exhibits) which the claimant desires the Administrator to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section (or, if special circumstances require an extension, within 120 days of that date; provided that the delay and the reasons for the delay are communicated to the claimant within the initial 60-day period), the Administrator shall conduct a full and fair review of its decision denying the claimant’s claim for benefits and shall render its written decision on review to the claimant. The Administrator’s decision on review shall be written in a manner calculated to be understood by the claimant and

shall specify the reasons and Plan provisions upon which the Administrator’s decision was based.

14.4 Qualified Domestic Relations Orders

The Administrator shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder.

14.5 Indemnification

In addition to whatever rights of indemnification the members of the board of directors of the Sponsor or any employee or employees to whom any power, authority, or responsibility is delegated pursuant to Section 14.2, may be entitled under the articles of incorporation, regulations, or bylaws of the Sponsor, under any provision of law, or under any other agreement, the Sponsor shall satisfy any liability actually and reasonably incurred by any such person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan and the Funding Agreement, or reasonably believed by such person or persons to be provided thereunder, and any action taken by such person or persons in connection therewith, unless the same is judicially determined to be the result of such person’s or persons’ gross negligence or willful misconduct.

14.6 Actions Binding

Subject to the provisions of Section 14.3, any action taken by the Sponsor which is authorized, permitted, or required under the Plan shall be final and binding upon the Employers, the Funding Agent, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Funding Agent.

Article XV

Adoption By Other Entities

15.1 Adoption by Affiliated Companies

An Affiliated Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority. Any such instrument shall specify the effective date of the adoption. Unless otherwise specified in the adoption instrument, for purposes of computing the Service and Average Monthly Earnings of a Salaried Participant or Final Average Pay for an Hourly Participant who is in the employ of the Employer on the effective date of the adoption, employment with and compensation from the Employer before the effective date of the adoption shall be treated as employment with and compensation or Earnings, as appropriate, from an Employer. Unless otherwise specifically provided in the adoption instrument, for purposes of computing the Credited Service of an Employee, only employment with the Employer for periods on or after the effective date of the adoption shall be treated as employment with an Employer. Any Employer shall undertake to contribute its appropriate share, as determined by the Sponsor, of any contributions made to the Funding Agent hereunder. Notwithstanding the foregoing, however, any adoption of the Plan by an Employer shall be subject to the receipt of a determination from the Internal Revenue Service to the effect that with respect to such Employer the Plan meets the requirements for qualification under Code Section 401(a), and, should an adverse determination be issued by the Internal Revenue Service, the adoption of the Plan by said Employer shall be null and void and of no effect whatsoever.

15.2 Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan.

Article XVI

Amendment & Termination of Plan

16.1 Sponsor’s Right of Amendment

The Sponsor reserves the right at any time and from time to time, by means of a written instrument executed in the name of the Sponsor by its duly authorized representatives, to amend or modify the Plan and, to the extent provided therein, to amend or modify the Funding Agreement. No pension or other benefit granted prior to the time of any amendment or modification of the Plan shall be reduced, suspended, or discontinued as a result thereof, except to the extent necessary to enable the Plan to meet the requirements for qualification under the Code or the requirements of any governmental authority. Moreover, no such action shall operate to recapture for the Employers any contributions made to the Pension Fund, except as provided in Section 13.4 or Section 16.7. No such amendment which has the effect of increasing Plan liabilities by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable may take effect during any Plan Year if the Plan’s AFTAP for such Plan Year is less than 80% (or would be less than 80% taking into account such amendment); provided that (a) this Section 16.1 shall cease to apply to any Plan Year, effective as of the first day of such Plan Year, upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code Section 430) equal to the amount of the increase in the Plan’s funding target under Code Section 430 for the Plan Year attributable to the amendment (or sufficient to result in an AFTAP of 80%), and (b) this sentence shall not apply to any amendment which provides for an increase in benefits under a formula which is not based on a Participant’s compensation, but only if the rate of such increase is not in excess of the contemporaneous rate of increase in average wages of Participants covered by the amendment.

16.2 Termination of the Plan

The Sponsor reserves the right, by means of a written instrument executed in the name of the Sponsor by its duly authorized representatives, at any time to terminate the Plan. In the event of termination, no further benefits shall accrue, no further contributions shall be made, except as may be required under Title IV of ERISA or Code Section 412, and all assets remaining in the Pension Fund, after provision has been made for payment of the expenses of administration and liquidation in connection with the termination, shall be allocated by the Funding Agent upon the advice of the Actuary, among the Participants and Beneficiaries of the Plan, in the following manner and order of precedence:

(a)

In the case of benefits payable as an annuity,

(1)

in the case of the benefit of a Participant or Beneficiary which was in pay status as of the beginning of the three-year period ending on the termination date of the Plan, to each such benefit, based on the provisions of the Plan (as in effect during

the five-year period ending on such date) under which such benefit would be the least; and

(2)

in the case of a Participant’s or Beneficiary’s benefit (other than a benefit described in subparagraph (1) of this paragraph) which would have been in pay status as of the beginning of such three-year period if the Participant had retired prior to the beginning of such three-year period and if his benefits had commenced (in the normal form of annuity under the Plan) as of the beginning of such period, to each such benefit based on the provisions of the Plan (as in effect during the five-year period ending on such date) under which such benefit would be the least.

		For purposes of subparagraph (1) of this paragraph, the lowest benefit in pay status during a three-year period shall be considered the three-year benefit in pay status for such period.
(b)		Next,

	(1)		to all other benefits, if any, of individuals under the Plan guaranteed under Title IV of ERISA (determined without regard to ERISA Section 4022B(a)); and
	(2)		to the additional benefits, if any, which would be determined under subparagraph (1) of this paragraph if ERISA Section 4022(b)(5) did not apply.

		For purposes of this paragraph, ERISA Section 4021 shall be applied without regard to subsection (c) thereof.
(c)		Next, to all nonforfeitable benefits under the Plan.
(d)		Last, to all other benefits under the Plan.

Notwithstanding any other provision of the Plan to the contrary, other than Sections 16.3 through 16.8, the amount allocated to any Participant under this Section 16.2 shall be fully vested and nonforfeitable. The Sponsor shall furnish all information reasonably required for the purposes of making such allocations. The Funding Agent shall implement the allocations determined under this Section among the persons for whose benefit such allocations are made through distribution of the assets of the Pension Fund, through application of the amounts allocated to the purchase from an insurance company of immediate or deferred annuities, or through creation of one or more new funds for the purpose of distributing the assets of the Pension Fund (to the extent so allocated), or by a combination of the foregoing.

16.3 Adjustment of Allocation

The amount allocated under any paragraph of Section 16.2 with respect to any benefit shall be properly adjusted for any allocations of assets with respect to that benefit under a prior paragraph of Section 16.2.

16.4 Assets Insufficient for Allocation

If the assets available for allocation under any paragraph of Section 16.2 (other than paragraphs (c) and (d) are insufficient to satisfy in full the benefits of all individuals which are described in that paragraph, the assets shall be allocated pro rata among such individuals on the basis of the present value (as of the date of termination of the Plan) of their respective benefits described in that paragraph.

16.5 Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2

This Section applies if the assets available for allocation under paragraph (c) of Section 16.2 are not sufficient to satisfy in full the benefits of individuals described in such paragraph.

(a)		If this Section applies, except as provided in paragraph (b), the assets shall be allocated to the benefits of individuals described in paragraph (c) of Section 16.2 on the basis of the benefits of individuals which would have been described in such paragraph under the Plan as in effect at the beginning of the five-year period ending on the date of termination of the Plan.
(b)		If the assets available for allocation under paragraph (a) of this Section are sufficient to satisfy in full the benefits described in such paragraph (without regard to this paragraph (b)), then for purposes of paragraph (a), benefits of individuals described in such paragraph shall be determined on the basis of the Plan as amended by the most recent Plan amendment effective during such five-year period under which the assets available for allocation are sufficient to satisfy in full the benefits of individuals described in paragraph (a), and any assets remaining to be allocated under such paragraph (a) on the basis of the Plan as amended by the next succeeding Plan amendment effective during such period.

16.6 Allocations Resulting in Discrimination

If the Secretary of the Treasury determines that the allocation made pursuant to this Article (without regard to this Section) results in discrimination prohibited by Code Section 401(a)(4), then the assets allocated under paragraphs (b)(2), (c), and (d) of Section 16.2 shall be reallocated to the extent necessary to prevent the disqualification of the Plan (or any trust or annuity contract under the Plan) under Code Section 401(a).

16.7 Residual Assets

Subject to the provisions of Section 16.10 and of any applicable collective bargaining agreement, any residual assets of the Plan shall be distributable to the Employers if:

(a)		all liabilities of the Plan to Participants and their beneficiaries have been satisfied; and
(b)		the distribution does not contravene any provision of law.

16.8 Meanings of Terms

The terms used in Sections 16.2 through 16.7 shall have, where required, the same meaning as the same terms have as used in ERISA Section 4044; provided, however, that any term specifically defined in the Plan shall retain its meaning as defined thereunder.

16.9 Payments by the Funding Agent

The Funding Agent shall make the payments specified in a written direction of the Sponsor in accordance with the provisions of Section 16.2 until the same shall be superseded by a further written direction. The obligation of the Funding Agent to make any payment hereunder in all events shall be limited to the amount of the Pension Fund at the time any such payment shall become due.

16.10 Residual Assets Distributable to the Employers

Upon written notice from the Sponsor that any residual assets of the Plan are distributable to the Employers in accordance with the provisions of Section 16.7, then the Funding Agent shall pay over such residual assets, or an amount equal to the fair market value of that portion of such residual assets which are not so paid, to the Employers; provided, however, that, under no circumstances or conditions other than as set forth in this Section 16.10 and in Section 13.4, shall any contribution of the Employers, or any portion of the proceeds or avails thereof, ever revert, be paid, or inure to the benefit, directly or indirectly, of the Employers or any Affiliated Company; nor shall any portion of the principal or the income from the Pension Fund ever be used for or diverted to any purpose other than for the exclusive benefit of Participants and persons claiming under or through them pursuant to the Plan.

16.11 Withdrawal of an Employer

Each Employer shall have the right to withdraw from the Plan by action in accordance with its organizational authority, and by filing with the Sponsor written notice thereof, in which event the Employer shall cease to be an Employer for purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event it completely discontinues contributions to the Plan or it ceases to be an Affiliated Company.

If such withdrawal is for the purpose of establishing or merging with a separate plan which meets the requirements for qualification under applicable provisions of the Code, the portion of the assets of the Pension Fund which is applicable to the withdrawing Employer, as determined by the Sponsor upon the advice of the Actuary, on a fair and equitable basis, taking into account the contributions made by the Employer, benefit payments made with respect to its Employees and retired and former Employees, and other relevant factors, shall be transferred to and become a part of the trust fund or other financing medium maintained in connection with the separate plan, subject to the limitations on merger, consolidation, or transfers of Plan assets set forth in Section 17.5.

Article XVII

Miscellaneous

17.1 No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement on the part of any person to continue his employment with his Employer, or as a commitment on the part of his Employer to continue the employment, compensation, or benefits of any person for any period, and all employees of an Employer shall remain subject to discharge, layoff, or disciplinary action to the same extent as if the Plan had never been put into effect.

17.2 Claims of Other Persons

Nothing in the Plan or Funding Agreement shall be construed as giving any Participant or any other person, firm, or corporation, any legal or equitable right against the Employers or any Affiliated Company, their officers, employees, or directors, or as against the Funding Agent, except such rights as are specifically provided for in the Plan or the Funding Agreement or hereafter created in accordance with the terms and provisions of the Plan.

17.3 Governing Law

Except as provided under Federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

17.4 Nonforfeitability of Benefits Upon Termination or Partial Termination

Notwithstanding any other provision of the Plan, in the event of the termination or a partial termination of the Plan, including the complete discontinuation of contributions to the Plan, the rights of all Employees who are affected by such termination to benefits accrued to the date of such termination, to the extent funded as of such date, shall be nonforfeitable.

17.5 Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

If another qualified plan merges or consolidates with the Plan, notwithstanding any other provision of the Plan to the contrary, the forms of payment and other provisions that were available with respect to benefits accrued immediately prior to the transfer or merger under such other qualified plan and that may not be eliminated under Code Section 411(d)(6) shall continue

to be available under the Plan with respect to the benefit that the Participant would have received immediately prior to such merger or consolidation.

17.6 Funding Agreement

The Funding Agreement and the Pension Fund maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Funding Agreement are hereby incorporated by reference into the Plan.

17.7 Benefit Offsets for Overpayments

Subject to the limitations set forth in the Internal Revenue Service’s Employee Plans Compliance Resolution System or any such successor program or process, in the event that the Plan Administrator or Trustee or their agent detect that a payment of a benefit has been made in error the Plan Administrator may apply the following rules:

(a)		If the error is an underpayment to the Participant or Beneficiary, the Plan Administrator will instruct the Trustee to make up any underpayment to the Participant or his Beneficiary (plus interest), as appropriate, either in a lump sum or by adjusting future monthly payments.
(b)		If the error is an overpayment to the Participant or Beneficiary, the Plan Administrator will instruct the Trustee to deduct or collect such overpayment from the Participant or his Beneficiary (without interest), as appropriate, either in a lump sum or by adjusting future monthly payments. The Plan Administrator may determine not to collect certain overpayments either because it deems in its sole discretion the cost of recovery to exceed the amount of overpayment or it deems in its sole discretion that collection would be an extreme hardship on the Participant or Beneficiary.

If the underpayment or overpayment has not been discovered until after a joint annuitant begins receiving payments, his pension will be increased or decreased to reflect the total amount of the over or under payment. In addition, monies paid out in a lump sum can also be recovered regardless of whether the proceeds from the overpayment can be specifically identified.

The Plan Administrator may apply other corrective methods for overpayments that may be permitted under applicable Internal Revenue Service or U.S. Department of Labor guidance.

17.8 Internal Revenue Requirements

Notwithstanding any other provision of the Plan to the contrary, to conform to the requirements of U.S. Treasury Regulations, the benefit payable under the Plan shall be subject to the following limitations:

(a)

If the Plan is terminated, the benefit of any Highly Compensated Employee shall be limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).

(b)

The annual payments in any one year to any of the 25 Highly Compensated Employees with the greatest compensation (hereinafter referred to as a “restricted employee”) in the current or any prior year shall not exceed an amount equal to the payments that would be made on behalf of the restricted employee under (1) a straight life annuity that is the Actuarial Equivalent of the restricted employee’s Accrued Benefit and other benefits to which the restricted employee is entitled under the Plan (other than a Social Security supplement), and (2) the amount of the payments the restricted employee is entitled to receive under a Social Security supplement. For purposes of this paragraph, “benefit” includes, among other benefits, loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living employee, and any death benefits not provided for by insurance on the restricted employee’s life. The foregoing provisions of this paragraph shall not apply, however, if:

	(1)		After payment to a restricted employee of all benefits payable to the restricted employee under the Plan, the value of Plan assets equals or exceeds 110 percent of the value of “current liabilities” as defined in Code Section 412(l)(7) (or any successor provision thereto) (each value being determined as of the same date in accordance with applicable Treasury Regulations);
	(2)		The value of the benefits payable under the Plan to or for a restricted employee is less than one percent of the value of current liabilities before distribution; or
	(3)		The value of benefits payable under the Plan to or for a restricted employee does not exceed the amount described in Code Section 411(a)(11)(A).

17.9 Overall Permitted Disparity Limits

If an Employer or an Affiliated Company maintains another qualified plan, in no event shall the “overall permitted disparity limits” of Internal Revenue Service regulations Section 1.401(l)-5 be exceeded. The “annual” overall disparity limit of Section 1.401(l)-5(b) shall not be exceeded if the “total annual disparity fraction” determined as of the end of the Plan Year for each Participant who accrues a benefit under the Plan for the Plan Year does not exceed one. An Employee’s “total annual disparity fraction” is the sum of the Employee’s annual disparity fractions under all qualified plans maintained by an Employer or an Affiliated Company as determined under Internal Revenue Service regulations Sections 1.401(l)-5(b)(3) through 1.401(l)-5(b)(8) for the plan year ending in the current Plan Year.

The “cumulative” permitted disparity limit of Internal Revenue Service regulations Section 1.401(l)-5(c) shall not be exceeded if a Participant’s “cumulative disparity fraction” does not exceed 35. A Participant’s “cumulative disparity fraction” is the sum of the Participant’s “total annual disparity fractions” attributable to the Participant’s total years of service under all plans maintained by an Employer or an Affiliated Company.

17.10 Veterans Reemployment Rights

Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). Effective January 1, 2007, to the extent provided under Code Section 401(a)(37), in the case of a Participant whose employment is interrupted by qualified military service and who dies while performing qualified military service, the survivor of such Participant shall be entitled to any additional benefit provided under the Plan as if the Participant timely resumed employment in accordance with the Uniformed Services Employment and Reemployment Rights Act and then, on the next day, terminated employment on account of death. For years beginning after December 31, 2008, an individual on a qualified military leave who is receiving differential wage payments (as defined by Code Section 3401(h)(2)) from the Employer, shall be treated as an Employee of the Employer. Such differential wage payment shall be treated as Compensation and the Plan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(c) by reason of any contribution or benefit which is based on the differential wage payment. Notwithstanding any provision of this Section 17.10 to the contrary, if the inclusion of differential wage payments in a Participant’s Compensation reduces a Participant’s Accrued Benefit under the Plan such differential wage payments shall be ignored for determining the Participant’s Accrued Benefit.

17.11 Location of Payee Unknown

In the event that the Plan Administrator is unable to locate a Participant or Beneficiary to whom an amount is payable, and this benefit remains unclaimed during the twelve month period following the date when this benefit would normally be distributed, then this amount shall be deemed forfeited and shall be used to reduce future Employer contributions. If a claim is subsequently made by a Participant or Beneficiary entitled to an amount which has been forfeited, the Employer shall contribute the amount forfeited.

Article XVIII

Top-Heavy Provisions

18.1 Top-Heavy Plan Definitions

For purposes of this Article, the following terms have the following meanings.

(a)		The “compensation” of an Employee means compensation as defined in Code Section 415 and regulations issued thereunder. In no event, however, shall the compensation of a Participant taken into account under the Plan for any Plan Year exceed (1) $200,000 for Plan Years beginning prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on or after January 1, 1994. The limitations set forth in the preceding sentence shall be subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year.
(b)		The “determination date” with respect to any Plan Year means the last day of the immediately preceding Plan Year.
(c)		A “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 an Employer or an Affiliated Company having annual compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a five-percent owner of an Employer or an Affiliated Company, or a one-percent owner of an Employer or an Affiliated Company having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3). The determination of who is a “key employee” will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.
(d)		A “non-key employee” means any Employee who is not a key employee.
(e)		A “permissive aggregation group” means those plans included in an Employer’s required aggregation group together with any other plan or plans of the Employer or an Affiliated Company so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410.
(f)		A “required aggregation group” means the group of tax-qualified plans maintained by an Employer or an Affiliated Company consisting of each plan in which a key employee participates and each other plan which enables a plan in which a key employee participates to meet the requirements of Code Section 401(a)(4) or Code Section 410,

including any plan that terminated within the five-year period ending on the relevant determination date.

(g)		A “super top-heavy group” with respect to a particular Plan Year means a required or permissive aggregation group that, as of the determination date, would qualify as a top-heavy group under the definition in paragraph (j) of this Section with “90 percent” substituted for “60 percent” each place where “60 percent” appears in the definition.
(h)		A “super top-heavy plan” with respect to a particular Plan Year means a plan that, as of the determination date, would qualify as a top-heavy plan under the definition in paragraph (k) of this Section with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition. A plan is also a super top-heavy plan if it is part of a super top-heavy group.
(i)		The “testing period” means the period of consecutive years of service, not in excess of five, during which an Employee has the greatest aggregate compensation from his Employer, excluding, however, any year which ends in a Plan Year beginning prior to January 1, 1984, as well as any Plan Year which begins after the close of the last Plan Year in which the Plan was a top-heavy plan.
(j)		A “top-heavy group” with respect to a particular Plan Year means a required or permissive aggregation group if the sum, as of the determination date, of the present value of the cumulative accrued benefits for key employees under all defined benefit plans included in such group and the aggregate of the account balances of key employees under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.
(k)		A “top-heavy plan” with respect to a particular Plan Year means (i) in the case of a defined benefit plan, a plan for which, as of the determination date, the present value of the cumulative accrued benefits under the plan (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) for key employees exceeds 60 percent of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of the cumulative accrued benefits to be determined under the accrual method uniformly used under all plans maintained by his Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section 411(b)(1)(c), (ii) in the case of a defined contribution plan, a plan for which, as of the determination date, the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of key employees exceeds 60 percent of the aggregate of the accounts of all Participants covered under the plan, with the accounts valued as of the most recent valuation date coinciding with or preceding the determination date, and (iii) any plan included in a required aggregation group that is a top-heavy group. Notwithstanding the foregoing, if a plan is included in a required or permissive aggregation group which is not a top-heavy group, such plan shall not be a top-heavy plan. For purposes of this Article, the present value of the cumulative accrued benefits under the Plan shall be determined as of the date Plan

costs for minimum funding purposes are computed, and shall be calculated using the actuarial assumptions otherwise employed under the Plan for actuarial valuations, except that the same actuarial assumptions shall be used for all plans within a required or permissive aggregation group. The present values of accrued benefits and the amounts of account balances 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 Code Section 416(g)(2) during the one-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 Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period”. The accrued benefits and accounts of any individual who has not performed services for an Employer or an Affiliated Company during the one-year period ending on the “determination date” shall not be taken into account.

18.2 Applicability of Top-Heavy Plan Provisions

Notwithstanding any other provision of the Plan to the contrary, if the Plan is deemed to be a top-heavy plan for any Plan Year, the provisions contained in this Article with respect to vesting and benefit accrual shall be applicable with respect to such Plan Year. If the Plan is determined to be a top-heavy plan and upon a subsequent determination date is determined no longer to be a top-heavy plan, the benefit accrual provisions specified elsewhere in the Plan shall again become applicable as of such subsequent determination date; provided, however, that the vesting provisions contained in this Article shall continue to apply to the Plan for all Plan Years occurring after the top-heavy Plan Year.

18.3 Top-Heavy Vesting

If the Plan is determined to be a top-heavy plan, an Employee’s nonforfeitable right to a percentage of the accrued portion of his monthly normal retirement benefit shall be determined no less rapidly than in accordance with the following vesting schedule.

Years of Service		Vested Interest
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%

18.4 Minimum Top-Heavy Benefit

If the Plan is determined to be a top-heavy plan, the annual normal retirement benefit of an Employee who is a non-key employee and who is eligible therefor, payable in the form of a single life annuity beginning at his Normal Retirement Date, shall not be less than such Employee’s average compensation for years in the testing period multiplied by the lesser of:

(a)		Two percent multiplied by his years of Service; or
(b)		20 percent.

For purposes of this Section, “years of Service” shall only include years of Service completed after December 31, 1983, but shall not include any such year of Service with an Employer if the Plan was not a top-heavy plan with respect to the Plan Year ending within such year of Service. Any minimum benefit required by this Section shall be made without regard to the number of Hours of Service credited to an Employee for a Plan Year and without regard to any Social Security contribution made by his Employer on behalf of the Employee and without regard to whether the non-key employee was employed on a specific date. In the event the Plan is part of a required aggregation group in which another top-heavy plan is included, non-key employees who are also covered under such other top-heavy plan shall not receive minimum top-heavy benefits under both top-heavy plans. Such non-key employees shall receive the minimum top-heavy benefit provided under the Plan in lieu of the minimum top-heavy benefit or allocation provided under such other top-heavy plan. For purposes of satisfying the minimum benefit requirements of Code Section 416(c)(1) and the Plan, in determining years of Service with an Employer or an Affiliated Company, any Service with the Employer or Affiliated Company shall be disregarded to the extent that such Service occurs during a Plan Year when the Plan benefits (within the meaning of Code Section 410(b)) no key employee or former key employee.

 *  * *  

     Executed At Houston, Texas, this 8th day of December, 2010.

		Sterling Chemicals, Inc.
		By: /s/ Kenneth M. Hale
		Printed Name: Kenneth M. Hale
		Title: SVP and General Counsel
		Sterling Chemicals, Inc.