PLASTERERS' LOCALS

PENSION PLAN

EIN / PN : 23-2652951/001

(6) COPY OF RESTATED PLAN EFFECTIVE MAY 1, 2014

PLASTERERS' LOCAL 8

PENSION PLAN

AMENDED AND RESTATED MAY 1,2014

11!lInIJ /.I

PLASTERERS' LOCA L 8 PENS ION PLAN

(Amended and Restated May I. 2014)

PREAMBL E

The Operative Plasterers' and Cement Masons' Union Local #8 Defined Benefit Pension Plan (the

"Plan") was originally established on May l. 1991 10 replace the previous non-qualified plan

(effect ive October I. 1954) which was funded sole i) by Union membership dues. The Plan. which

is now named Plasterers' Local 8 Pension Plan. \vas subscqucnlly amended from time to time.

The Board of Trustees now desires to amend and resta te the Plan to incorporate all of the

amendments to dote and to comply with the requirements orIhe Pension Protection Ac t of2006, the

Worker. Retiree and Employer Recovery Act 0[2008 , the Heroes Earnings Assistance and Relief

Ta.'\ Act 0[2008. the Pension Relief Act of20 10. and other applicabk laws and regulat ions. The

crfective date of this amendllll.!nt and rcstatelllt!nt is May 1,2014, unless otherwise stated herein.

The rights and benefits orany Participant who tenninatcd serv ice prior to the efCecti ve dale of this

amendment and restatement shall be detennined in accordance with the prior provisions oflhe Plan.

as in elTect on the date of such termination.

(i)

ARTICLE I

ARTICLE n 2. 1 2.2 2.3

ARTICLE III 3. t 3.2 3.3 3.4

ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4 .7 4.8 4.9 4.10

ARTICLE V 5. 1 5.2 5.3 5.4 5.5 5.6 5.7

ARTICLE VI 6. 1 6.2 6.3 6.4 6.5 6.6 6.7

TABLE OF CONTENTS

DEFINITIONS

ELlGlIllLlTY FOR PARTIClPATlON Eligibility to Participate in the Plan Reemployment Notification of Eligibility

CREDITED SERVICE Year of Service Year of Credit Change of Employment Status Break in Service

ELlGlIllLlTY AND AI'I'L1CATION FOR RETIREMENT BENEFITS Normal Retirement Benefit Late Retirement Benefit Early Retirement Benefit Disabi lity Retirement Benefit Deferred Vested Retirement Benefit Application for Retirement Benefits Change in Vesting Schedule Limitation Regarding Time of Payment of Benefits Suspension of Benefits Benefi t Payments Following Suspension

AMOUNT OF RETIREMENT BENEFITS Normal Retirement Benefit Late Retirement Benefit Early Retirement Benefit Disabi lity Retirement Benefit Deferred Vested Retirement Benefit Cash·out of Vested Accrued Benefit [ncrease in Benefits to Pensioners and Benefic iaries

PAYMENT OF RETLREMENT BENEFITS Qualified Jo int and Survivor Annuity Nonnal Fonn of Benefit Optional Fonns of Benefit Pre-Ret irement Death Benefi ts Minimum Distribution Requirements Direct Rollover Notice and Consent

9 9 9

10 10 11 11

13 13 13 13 14 14 14 14 15 18

19 22 22 22 23 23 24

25 26 27 28 30 40 42

ARTICLE VII ADiVtlNISTRATION OF THE " ENSION PLAN 7.1 The Trustees and their Authority 7.2 Individual Consideration 7.3 Rights Granted by Plan 7.4 Limitations Upon Beneficial Rights of Employees 7.5 Information to be Furnished 7.6 Incompetence of Participant. Pensioner or Beneficiary 7.7 Pa)mentto Minor Beneficiary 7.8 Unclaimed Benefi ts

AIH IC LE VI II CLA IMS PROCEDURE

ARTICLE IX FUNDING ANI) FORFEITURES

ARTICLE X AMENDMENT AND TER;\U NATION OF PENS ION PLAN 10. 1 Amendment of the Pension Plan 10.2 T enni nation of the Pension Plan 10.3 Partial Termination 10.4 Application of Trust Fund 10.5 Finali ty of Payment 10.6 Non-Dive rsion of Assc:ts 10.7 Merger and Consolidation of Plan. Transfer of Plan Assets

MAXIMUt\1 LIMITATIONS ON L"'DlVmUAL RET IH. EMENT BENEfITS

43 44 44 44 45 45 45 45

46

47

48 49 49 49 50 50 50

ARTICLE XI 11.1 11.2 11.3 11.4

Limitation on Benen ts and Final 415 Regulations 51

ARTIC LE XII 12.1 12.2 12 .3 12.4 12.5 12.6 12.7

AllTlCLE XIII 13. 1 13.2 13.3 13.4

AlHICLE XIV

AIHICLEXV

Ddinitions 52 Adjustments to Annual Benent and Limitations 53 Other Rules 56

GENERAL PROVISIONS Law Applicable Savings Clause Withholding Payment Gender and Number Article and Section Titles Counterparts Social Security

TO i'-H EAVY I'LAN I' I~OV I SIO~S

Top-Heavy Plan Requirements Definitions Vesting Requirement Minimliltl Benelit

WITHDRAWAL LIABILITY

ADI)ITIO~AL REQ UIREMENTS FOR MULTI EMI'LOYER PLANS IN [NDANGEnED STATUS Oil CRITICAL STATUS

58 58 58 58 58 58 58

59 59 62 63

64

66

ARTICLE I

DEFI NITIONS

Section 1.1 "Accrued Benefit" shall mean the Retirement l3enefit of each Participant computed as of hi s Retirement Date or any carlier date in accordance with Article V.

Section 1.2 01 Actuari a l Eq uiya lcnl" shall mean I!qual ity in the value of aggregate amounts expected to be r~ccived under di fferent forms of paymen t computed o n the basis of 7% interest and the Group Annuity Mortality Table of 1983 (GAM 83).

For dClemlining actuarial equivalence for purposes of a lump sum di st ribution on or after May 1. 2000. the present va lue shall be based upon the rate of interest and mortality ratl!S speci ried below:

(i) For di stributions paid prior to December J 1,2002. using the Applicable Mortality Table as presc ribed by the Secretary of the Treasury pursuant to Section 417(e)(3) of the Code, and for distributions paid on or after December 3 1. 2002, using the Applicable Mortality Table pursuant to Revenue Ruling 200 1-62: and

(ii) using the Applicablc Interest Rate equal to the annual rate of interest o n 30-ycar Trcasury Sccllrities. For thi s purpose. the annual rate shall be determined as of the month which is two (2) months prior to the lirst day of the Plan Year. so that the "look back month" described in Regulation § 1.41 7(e)-1 shall be March. The A pplicable Interest Rate shall remain constant fo r one 1>lan Year. so that the "stability period" described in Regulation § 1.417(e)- 1 shall be one Plan Year.

For di stributions made on or after May 1. 2008, the lump sum shall not be less than the amount computed usi ng the "Applicable Mortality Table" and "Applicable Interest Rate" as dcscrilx.--d below:

(i) llle "'Applicabk Mortality Table" shallmcan the table prescribed by the Secretary or the Trea'iury under Code Section 417(e)(3)(8 ) applicable for the calendar year in which the stability period specified in (ii) below begins. as published by the Intemal Revenue Service in revenue ruJings. notices or other guidance.

(ii) The "Applicable Interest Rate" shall mean the interest rate described in Code Section 417(e)(3), as amended by the Pension Protection Ac t 01'2006, which is defined as the adjusted first, second and third segment rates. as speci lied by the Commissioner l'or the second month ("'lookback month") preced ing the Plan Year ("stabi lity period"'). For this purpost:, the segment rates are the spot segment rates that would be determined for the applicable month under Code Section 430(h)(2)(C) without the 24-month averaging under Codc Sect ion 430(h)(2)(D). and detemlined \\ ithout rt;:gard to the adjustment for the 25-year 3\'erage segment rate s provided in Sec tio n 430(h)(2)(C)( iv) of the Code. For di stributions with Annuity Starting Dates occurring during plan years begi nning on or afte r May 1,2008 and before iVlay !, 20 12, these segment rales are adjusted by blending with the rate o f interest lo r 30-

year Treasury securities under the tmnsition percentages specified in Code Section 417(c)(3)(D)(iii).

Effective May 1, 2008, the Appl icable Mortality Table and Applicable Interest Rate in this paragraph wi ll al so apply for adjusting benefits in determining the ma.ximum benefit limitations unde r Artir.::le XI.

Section 1.3 ." Actuary" shall mean the individua l or liml selected by the Trustees to provide actuarial services in connec tion with the admin istrat ion of the Pension Plan .

Section ..... "'Age" shall mean th~ Employee's age on his las t birthday. which shall be used in de tennining hi s eligib ility for the Plan and any benefi t entitlement. The Employee 's age on his nearest birthday shal l be used for all other purposes.

Section 1.5 "Annuit)' Starting Date" shall mean the first day of the first period for which an anlount is payable as an annuity. or, in the case of a benc lit not payable in the fo rm of an annuity. the fi rst day on which all events have occurred which en titles the Part icipant to such benefit.

Section 1.6 "' Beneficiary" shall mean a pe rson designated by a Partici pant o r Pensioner or by the terms of th is Pension Plan. who is or may become entitled to a benclit hereunder upon the death of the I>anicipant. In the absence of any such designation , or if there shall be no designated pe rSall living at the time such benefi t becomcs payable, the Participant shall be deemed to have designated the following as hi s Beneliciary with priorit)' in the order named: (1) his widow: (2) his offspring. per stirpes; (3 ) his parents. per stirpes ; (4) hi s brothers and sisters, per stirpes; and (5) hi s estate.

Scction 1.7 "Code" shall mean the Internal Revenue Code or 1986. as subsequent ly amended.

Scction 1.8 "Collectivc Barga ining Agreement" shall mean any labor agreement, as amended from time to time. between a Covered Employer and the Union representing Employees of suc h Employer whereby the Employer is obligated to make Contributions to the Trust Fund.

Section 1.9 "Compensation" shall mean limitat ion compensation. or "415 Compensat ion." as defined in Section 13 .2(d) .

Section 1.10 I'Contributions" shall mean payments made to the Trust Fund by the Employers pursuant to the Collective Bargaining Agreenh.:nt \\ith the Union in elTcct from time to time. or pursu.:II1L to any other written Agreement 10 make.: contributions.

Section 1.11 "'Covered E mployer" shall mean the following Employers:

(a) any Employer who has a Collective Bargaining Agreement with the Union which requires periodic contributions to the Pension Fund and \\'ho. in writing. adopts and agrel:!s to be bound by the provIsions of the Trust Agreement , or \vho makes

2

contributions to the Fund as required by the Collective Bargaining Agret:ment or by the Trust Agreement. th rough a Participation Agreement or any other wrilten Agreement:

(b) the Union and the Plasterers' Local 8 Pension Fund for the purpose of making the req uired contributions to the Fund, on behal f of the employees orthe Union and the Pension Fund and shall include those persons serving as the elected or appoinkd full time Union onicers and any other employce of the Union .

An Employer shall be considered to become a Covered Employer at the beginning of the first da~ on which any Employee is employed by the Employer in Covered Employment.

Scction 1.1 2 "Covered Employment" slmll mean any Employment in I.l capacity for which Employer Contributions are payable to the Trust Fund in accordance with a Collective Bargaining Agreement or other written agreemen t.

Section 1.13 "Credited Service" shall mean Years of Service in Covered Employment. \ .... hieh is used to determine vest ing and eligibility for a Retirement Benefi t, and Years of Credit to dete rmine the dollar amOllllt of a Ret irement Benefit. Credited Service is more fully defined in Article II I.

Sec tion 1.1-1 l' Ellrly Retirement I):lle" shall mean the first day or the month on or following the date a Participant attains his 55th birthday and completes five (5) Years of Service but prior to hi s Nonnal Retireml;!nt Date.

Section 1.1 5 UErrcctivc Date" of this amended and restated Plan shall mean May 1.2014. except as otherwise indicated herein. The original Effecti ve Date of the Prior Plan shall mean May I, 1991. That Plan supe rseded and replaced the nonqualified plan funded solely by Union membership dues which was effective October 1, 1954.

Sect ion 1.16 "' Employcc" shall mean an indiv idual who is engaged in Employment \\lith a Covered Employer. Leased Employees and any other Employees of any Covered Employer are required to be aggregated under Code Sections 414(b), (c). (111). or (0). The term Leased Employee. effec tive for plan years beginning after December 31, 1996. means any person with in the meaning of Code Section 414(n)(2) and Code Section 414(0) who is not an employee of the Employer and who provides services to the Employer if( I) such se rv ices arc provided pursuant to an agreement between the Employer and a leasing organization; (2) such person has performed services for the Employer or fo r the Employer and related persons as dete rmined according to Code Section 414(n)(6) on a substantially full time basis for a period of at least one year: and (3) such se rvices arc performed under the primary direction or control of the Employer. Contributions or bene fi lS provided to a Leased Employee by the leasing organization which arc allributablc to scn ices performed for the Employer will be treated as provided by the Employer.

Scction 1.1 7 "Employcl''' shall mean an unincorporated association. individual. partnership or corporation including an) \\ holly-owned subsidiary. any afTiliatc, any predccl.!ssor or successor. Employer also means the Union and the Pension Fund as to ilS Employees.

3

Section 1.18 " Employment"

(a) An individual shall be considered in Employment with an Employer wh il e carried on the records of the Employer as an em ployee in ac tive employment within the collec tive bargaining unit which at the time of reference was represented by the Uni on or \Vas eligib le to be represen ted by the Union. or whik

(I) on temporal)' lay-orf. or

(2) on approved leave of absence. or

(3) on di sability absence on account of illness or accident. or

(4) on mil itary absence for se rvice with the Armed Forces orthe Un ited States. but onl y ifhe subsequen tl y returns to active employment with the Employer wi thin the period establi shed by law or within such longer period as may be established by the Trustees.

(b) An individua l shall also be considered in Employment with an Employer while an orti c.::r or business age nt of the Union, and shall include any other employee o f the Union prov ided that

(1) he has been in Employment as defined above in paragraph (a) o f thi s Secti on 1.18 immediately prior to the peri od of his service for the Union. and

(2) the Union makes contributions from the later of (i) such individual' s first day in Covered Em ployment. or (ii) May I, 1991 , or (iii) such individual 's date of hire with the Union if such person is not a Un ion officer. fo r the period of hi s full-time service ror the Un ion at a rate equal to the rate of con tribution in effec t from time to time under a Parti cipat ion Agreement.

(c) Employees o r the Un ion shall also be considered in Employment with an Employer provided that the Uni on makes contributions from the later of (i) such indiv idual's fi rst day in Covered Employment. or (ii ) January!. 2006 at a rate equal to the rate o r contribution in e ffect from time to time unde r the Participation Agreement between the Plan and the Union.

Section 1.19 "ERI SA" shall mean the Employee Retirement Income Securi ty Act or 1974. as amended. and any regulations or rul ings as may from time to time be promul gatt:d pu rsuan t to its proVISIOns.

Section 1.20 " Hig hly C ompensated Employee" shall mean any Employec or lonncr Employee who is a hi ghly compensated activc employee or a highly compensated fom1cr employee. delined as follows:

4

(a) A "highly compensated active employt!e" includes any Employee who performs se rvices fo r an Employer or any Amliated Company during the Plan Year and who (i) was a li ve percent 0\\11Cr at any time during the Plan Year or the look back year or (ii) received Compensat ion from the Employers and A fliliated Companies during the look back year in excess of$80,000 (subject to i.ldj ustmcnt 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.

(b) A "highly compensated lormer employee" includes any Employee \\ ho (i) separated from service from an Employer and all Aml iated Companies (o r is deemed to have severance from employment from an Employer and all Amliated Companies) prior to the Plan Year. (ii) performed no services fo r an Employer or any Am liated Company during the Plan Year, and (iii) for either the separation year or any Plan Year end ing on or atter the date the Employee attains age 55 . \'las a highly compensated active employee, as determined under the rules in effect under Code Sect ion 414(q) for such year.

The determination of who is a Highly Compensated Employee hereunder shall be made III

accordance with the provisions of Code Sec tion 414(q) and regulations issued thereunder.

For purposes of th is ddi nition. the following terms have the following meanings:

( I) An Employee's "Compc.:nsation·· means hi s "41 5 Compensat ion" as delined In

Section I J.2(d).

(2) The "look back year" means the 12-month period immediately preceding the Plan Year.

Scct ion 1.21 l' I·lour orServicc" shall mean:

(a) each hOlJr for which an Employee is paid or entitled to payment for the performance of duties for the Employer (these hours will be cred ited to the Employee for the computation period in which duties are performed); and

(b) each hour for which an Employee is paid. or entit led to payment, by the Employer on account of a pc.:riod of time during which no duti es are performed (irrespective of whether the employment relationship has tenninaled) due to vacation. holiday. illness, and incapaci ty (including d isability) , l ayon~ jury duty. mil itary duty. or leave of absence under rules uni fonllly applied to all Employees. but only i fsuch Employee returns 10 work within the time lixed by the Employer (these hours will be ca lculated and cn:dited pursualll to Department of Labor Regulation 2530.200b-2 which is incorporated herein by reference). Notwithstanding the preceding sentence.

(i) an hour for whieh an Employee is directl y or indirectly paid , or entitled to payment. on account ofa per iod during which no duties arc performed is not

5

required to be credited to the Employee if such payment is mack: or due under a plan maintained solely for the purpose of complying with applicable \\·orkers· compensation. or unemployment compensation or disability insurance laws; and

(ii) I-lours o f Service are not required to be cred ited for a payment which so lely reimburses an Employee for medical or medically related expenses incurred by the Employee.

(c) each hour for which back pay. irrespective of mitigation or damages. has either bct.!n awarded or agreed to by the Employer. The same hours o r ser\' ice shall not be credited both under paragraph (a) and paragraph (b), as the case may be , and under th is paragraph (c) . These ho urs shall be credited to the Employee for the computn tion period or periods to which the 3\\urd or agreement pertains rather than the computatio n period or periods in which the award. agreement , or paymen t is made.

For purposes o rSection 1.21 (a), service rendl!red by an Employee at overtime or other premium rates shall be credited at tht.! rate or one (1) HOlJr of Service for each hour lor which pay is earned, regardless of the rale of compensation in e flect with respect to SLJch hour.

For purposes o f Section 1.21 (b), a payment shall be deemed to be made by or due from the Employer whether made directly or indirectly through a trust fund. insurer. or other enti ty to \ .... hi ch the Employer contributes or pays premiums, regardless ofwhcthcr contributions are fo r the benefit of particular Employees or arc on behal f of a gro up of Employees in the aggregate.

For purposes of this Section 1.21. Hours of Service shall be cn:di ted under the terms of Department of Labor Regulatio ns, Sec tion 2530.200b·2(b) and (c).

Notwithstandi ng any provision of thi s Plan to thc contrary, eficctive December 12, 1994, Hours of Service with res pect to qualified mili tary service will be provided in accordance with Code Section 414(u).

Sec tion 1.22 ·'Norm:.1 Rctiremcntllatc" shall mean. effect ive May 1. 2005 lor all Ac ti ve. Inac ti\"c. and Vested Tenni nated Parti cipan ts. the first day of the month co incident with or nex t following the Participan t's No rmal Retirement Age which is th l.! carlier of: (a) the later of lhe date he attai ns age 60 and cOlllp!ett:s live (5) Years o r Service. or (b) the later o rl he date he attains age 65 and the 5th anniversary o rthe time he commenced participation in the Plan .

For a Participant who retired \\ ilh an Annui ty Starting Date on o r after January I, 1997 through April 30. 2005, Normal Retiremcnt Date shall mean the first day of the month coincident with or next foll owing thc Partici puJ1i" s Normal Retiremcnt Age which is the earlier of: (a) the later orthe date he attains age 62 and compkles li ve (5) Yea rs of Service. or (b) the later of the date he allains age 65 and th~ 51 h anniversary of the time he com menced participation in Ihe Plan.

6

Sec tion 1.23 " I'"rlicillant" shall mean any Employee who has complcted at least one (I) I-lour of Service . and is thereby eligible for partic ipation under this Pension Plan . In addition. Participant shall mean all classifications as hereinafter defined:

(a) "'Active Participant" - Any Employee participating in the Plan in accordance with Article II.

(b) ''' .nuctin Participant" - As of January I. 1997. a Parti c ipant in the 1)lan who is no longer an Active Participant but who has earned at least one tenth ( 1/ IOth) ofa year of Credited Service within the prior three consecutive Plan Years. An Inactive Participan t is \'eSh::d if he meets the vesti ng requirements of Art icle 1 V. Sec tion 4.5. A vested Inactive Participant shall become a Vestt:d Terminated Parti c ipant if he has not earned any Credited Service for three (3) consecll tive Plan Years.

(c) "Vested Terminated Participant" - As of January I. 1997, a Partic ipant in the Plan who has terminated Employment. who has not earned any Credited Service for three (3) consecutive Plan Years, and who is entitled to benefits in accordance w ith Article IV. Section 4.5.

Cd ) " Retired Participant" - A Participant in the Plan who has retired in accordance with Article IV.

(c) " Deceased Participant" - A Parti c ipant who has died and on whose behal fbeneiits are payable to a Beneficiary undcr Art icle VI.

Section 1.2-1 " Participation Ag reement" shal t mean any \Hitten agreement under the temlS of which an Employer agrees 10 make Employer Contribut ions to th e Trust Fund.

Sec ti on 1.25 " Pension Plan" or " Il lan" shall mean the restated Plasterers' LocalS Pens ion Plan as described herein or as from time to time hereaner amended.

Sect ion 1.26 " Pensioner" shall mean a Participant who has retired and who is receiving a Retirement Benefit under thi s Pension Plan.

Section 1.27 >' Permanent a nd T otu illisabilil)r" shall mean a phys ica l or mental condition thaI may reasonably be expected to be permanent and which renders the Participant incapable of continuing as an Employee as certified in writing by a physician accepted or appointed by the Plan Administrator. A Participant deemed permanently di sabled by the Social Securi ty Administration shall be so deemed herein.

Section 1.28 " Plan Year" shal l Illl.!an the 12 month period May I through Ap ril 30and simi I be the pe ri od based upon which C redi ted Service and Breaks in Service are computed. Prior to May 1. 1999. Plan Year shall mean thc calendar year. A short Plan Yen.- shall run for the period commencing Janw:sry ! , 1999 and endi ng April 30, 1999.

7

Section 1.29 " I'rior I'lan" shall mean the Plasten:rs ' Local 8 Pension Plan (formerly known as the Opcratj,·c Plasterers' and Cement Masons' Union Local #8 Ddined Benefit Pension Plan) as amended from lime to time through April 30.2014.

Sec tion 1.30 " Retirement Benefit" simi I mcan one of a series o f annual payments. 1/ 12th of which is paid monthly to a Pensioner. surviving Spouse o r Beneficiary under the Plan beginning on the spccilied date of Nornlal. Late. Early. or Disability retirement.

Sec tion 1.3 1 "S pousc" shall mean the individ ual to whom the Participant is lawfully married under any stale law. on the earli er orthe Participant's date of d~ath o r the Annuity Starting Date. Effecl ive June 26, 20 I 3. thi s definition includes an indi vidual orthe same sex kgally married to the Participant in a state or legal jurisdiction that recognI zes such marriages. even ifthq reside in a dom~slj c or foreign jurisdiction thai does not recognizc the validity of same-sex marriages. A former Spouse shall be treated in the same manner as a Spouse to the extent provided under a qualified domest ic relations order as described in Code Sec tion 414{p).

Section 1.32 "Trust Agreement" shall mean the Agreement and Ot!c1aration of Trust. together with any amendments hereto thereaner adopted.

Sec tion 1.33 IITrUSl Fund" or "Fund" shall mean the fund estab lished by the Agreement and Declaration ofTmst by and between Local No.8 Operative Plasterers' and Cement Masons' International Association and the Master Plasterers Company o f Philadelphia which shall be known as Plastercrs Local 8 Pens ion Fund.

Seclion 1.3-' " Truslees" shall mean the Employer Trustees and the Union Trustees collectively. as named in the Trust Agreement or as constituted from time to time in accordance with the provisions of the Trust Agreement.

Seclion 1.35 "Union" shall mean Loca l No.8 Operative Plastcrers' and Cement Masons' International Association. or thei r successors.

Seclion 1.36 " Vested Accrued Benefit" shall mean the Accrued Bene fit oreach Participant to which s lich Participant has earned a nonforfeitable ri ght to part or all of the bene lit as determined by the v(,sting schedu le pro"ided in Sec tion 4.5.

Section 1.37 "Yellr of C red it" shallmcan Credited Service for purposes of determining a I)articipant' s Accrued Benefit under the Plan. as more fully defined in Article Ill. Section 3.2.

Scc tio n 1.38 " Y ca r of Service" shal l mean Credited St:r,·icc fo r purposes of detenni ning a Participant 's eligibility and vesting for benefits under th~ Plan. as more fully defined in Article III, Sec tion 3.1.

8

ARTI CLE II

ELI G IBILITY FOR l'ARTI CIPATl O"l

Section 2. 1 Eligibility to Pa rticipa te in the Plnn.

(a) An Employee who \vas employed by a Covered Employer on the Effective Date shall be a Participant in the Plan.

(b) An Employee employed by a Covered Em ployer after the Effective Date shall part icipate in the Plan commencing on the date on which the Employee !irs! perfOnllS an I loUf of Service fo r a Covered Employer.

Section 2.2 Ilccmplo)'mcnt. Any Employee who tenninates Employment and is rehi red prior to incurring a Brt!uk in Service will be treated as though he never separated from Employment. Any Participant who separates from Employment and is s llbsequcntly reemployed alier incurring a l3reak in Service shall be immediately eligible to participate upon reemployment. His pre-break service will be considered for vesting and benefit acc rual purposes after he has completed one-half (.5) Year of Service, computed from hi s date of reemployment. unless he had no vested ri ghts upon separat ion of Employment and the number of consecutive one year Breaks in Service equals or exceeds the greater of live (5) or the number of Years of Service. whether or not consecuti ve.

Section 2.3 No tification of Eligibili ty. The Union shall. \vithin thi rty (30) days. noti fy each Employee, in writing. who is eligible to become an Ac ti ve Participant. o f the ex istence of the Plan. ils basic provisions as may be required by Federal law. and of his el igibility to partic ipate. Any Employee el igib le to become an Acti ve Participant shall be provided with such fomls. fo r his execution. as may be necessary to admin ister the Plan.

Each Employee who becomes an Ac tiw Participant shall be provided with the appli cable Trustee-approved administrative forms to complete. Such forms shall ev idence his des ignati on of Beneficiary or Beneficiaries. hi s consent to be bound by the terms and provisions or the Plan. hi s agreement to execute such fomls and supply truthfully and completely such infomlalion as may be req uired for the admin istrat ion o rlhe Plan. Any Employee who fails to C,xec llte any such required fo rms o r to periorm slich other acts required of him. withill lhi rty (30) days o rthe dale on which he is notified of his eligibil ity to b~colll c an Active Part icipant. shall not be eligib le to becomc an Active Partic ipant of thi s Plan until he meets sHch requircments.

9

ARTI C L E III

C RE DITED S ERVI C E

Section 3.1 Year or Scryicc. Credited Service for th~ purpose of determining a Participant's Years of Service for benefit and vesting eligibility is determined as follows:

(a) For ser\'ice prior to Januar) I) 1999. Years of Service \\ ill be measured in completed years. One Year of Service will be credited for each year in which [000 or more Hours orServicc are credited.

(b) For the sho rt Plan Year, January 1, 1999 Ihrollgh April 30. 1999.311 Oths of a Year of Service will be credited upon the completion of 300 I lours orScrvice du ring such period.

(c) For service on or after May !.1999. 11l0thofa Year of Service will be credited for the completion oreach 100 Hours of Service to a ma.xilllU1l1 of 1 011 Oths per year (one year).

For purposes o f thi s Section 3.1 , the "eligibility computation period" means a consecutive 12-month period beginning on th~ datc on which an Employee commenced employment. After tht: ini tial "eligibility computation period;' the subsequent "eligibility computation periods" will coincidt: with the Plan Year which includes the first anniversary cfan Employee's employment commencement date. An I-':mployec will be credited with a Year of Service in each "eligibil ity computation period" in which he complch:s at least 1000 I lours of Service.

For purposes of th is Section 3.1. the "vesti ng computation period" will be the Plan Year and cach Employee \\'ill be credited with a Year of Service, fer vesting. upon the completion of 1000 Hours of Service during each sllch pcriod.

Section 3.2 Y t.'ar of C r t.' il it. Credited Service for the pu rpose ofdetennining a Part icipant's Years of Credit for benefit accrua l is ddermined as fo llows:

(a) For se rvice prior to January 1. 1997, 1I10lh of a year will be credited l'o r the completion of each 120 I-lours ofScfvicc to a maximum of 10110lhs per year (one year).

(b) For sen 'ice o n and afte r lnnuary I. 1997 through December 3 1. 1997, 111 Olh ofa year will be cred ited for the completion o f each 100 Hours of Service to a maximum of 10/1 Ot hs per year (one year) .

(c) For se rvice on and alier January 1. 1998. 1110th ofa )car will be credited for eHeh 100 I lours of Servict: \\ith no maximum limit on hours per year. An Active Participant can therefore earn more than one Year orCrcdit for bl.!nclit accrual in a Plan Year.

10

(d) Effective May 1,200 1, for a Participant on whosc behalf hourly contributions are made at less than the full journeyman contribution rate, Hours of Service for purposes of determining Years of Credit shall be prorated by a fraction . The numerator 01" such fract ion shall 1h: the contribut ion rate for the I>art icipanl in accordance with the Collective Bargaini ng Agrecment and the denominator of SllCh

frac tion shall be the full contribut ion rate for a journeyman in erfect at such determi nation date.

Sectio n 3 .3 C ha nge of Employment S tatus. An Active Participant shall continue to rece ive cred it for 1·lours of Service based on a 40 hour \\"e~k. or pro rata portion thereoL for the fol lowing absences:

(a) Leave of Absence - An authorized Leave of Absence. not to exceed two years, provided the Employee returns to active employment immediatel y. Authorized Leave of Absence shall include illness.

(b) Military Service - The absence oran Employee. \ .... ho enters the Armed Forces or the United States, subsequent to thl! EOcctive Date, and who has reemployment ri ghts under the law, provided he complies with the requirements of the law as to reemployment and is reemployed .

(c) Sick leave o r disability leave prior to the commencement of benefit payments.

(d) Jury dUly.

(c) An Employee who is not working because of a Labor-Managemt:nt dispute.

Any ambiguit ies that arise when de ternlining whether an Employee sha ll be credited with an I iour of Service shall be n:so lved in favor of cred iting the Employee with an 1·lour of Service.

Sec tion 3A Break in Service. A Break in Service means a period of one or more consecuti ve Plan Years in each of which the Participant cams not mort! than 300 I-lours of S...:rvice. An Employee shall not incur a one-year Break in Service for the Plan Year in which he becomes a Partic ipant. dies, retires or suffers Permanent and Total Disability. Further, solely for the purpose of detemlining whether a Partic ipant has incurred a one-year Break in Service. I lours of Service shall be recognized for ··authorized leaves of absence'· and ··maternity and patemily leaves of absence:'

··Authorized leave of absence·· means an unpaid. temporary cessation from active employment wi th the Employer pursuant to an establi shed nondisc riminatory policy, \vhcther occasioned by illness, military scrvicl!, or any other reason.

A ··maternity or paternity leave of absence·' shall mean, for Plan Years beginning after Dl.!ccmbcr 3 1.1984. an absence from work for any period by reason of the Fmploycc's pregnam:y. birth orthe

11

Employee's child. placement ofa chi ld with thl! Employee in connection with the adoption of such chi ld , or any absence fo r the purpose of caring fo r such ch ild for a period immediate ly following slich birth or placemen t. For thi s purpose, Hours of Service shall be credited for the Plan Year in which the abscnce from work begins. onl y if credit therefore is nccessary to prevent thc Em ployee from incurring a one- Year Break in Service, or. in any other case, in the immediately following Plan Year. The Hours of Service cred ited fo r a "maternity or patern ity Icave of absence" shall be those wh ich would nomlall y have been credited fo r such absence. o r, in any case in which the Plan Administrator is unable to determine such hours normally credited. eight (8) I-lours of Service per day. The tota l I-lours of Service required to be credited for a "maternity or patern ity leave of absence" shall not exceed SO l .

To the extent required by Federalla\\'. an approved Leave of Absence under the Family and Medical Leave Ac t of 1993 will not cause an Employec's employmcnt to be deemed broken.

If a I3reak in Service occurs and. if later, during the twclve-month period following hi s date of reemployment. the Partici pant carns one or more Years of Servi ce, hi s Years of Service and hi s Years of Credit prior to such Break in Service shall be included in any subsequent determination of bl!nefits hereunder, but only if

(a) the Participant was entitled to a Deferred Vested Retirement Benefit under Sec tion 4.5 of Arti cle IV at the commencement ofslIcb Break. or

(b) the numbcr of one-yea r Breaks in Servi ce do not exceed the greater of ( I ) five consecuti ve one-year I3reaks in Servict:: or (2) the aggregate number of Years of Service earned prior to sllch Breaks in Service.

For a Partici pant on whose behalf hourl y contributions are made at less than the full journeyman contribution rate , as described in Sec tion 3.2(d), Hours of Service for purposes of determining whether such I>artic ipant has incurred a one-year Break in Service shal1 not be prorated.

Notwithstanding any provisio n of the Plan to the contrary. contributions, benefi ts. suspensions and service cred it with respec t to qualified military serv ice \\"il1 be provided in accordance \\"ith Code Sect ion 4 14(u). For periods on and alier December 12. I 99 .. L for an Employee who is recmployed by the Employer in the period during which hi s ri gh t to reemployment after the completi on of qualifi ed military service (as dt;:fined in Code Section 414(u)(5») is protec ted by federal law, no Break in Service shaH be deemed to have been incurred by reason of such indi vidual"s period of qualified military scrvicc.

12

ARTICLE IV

ELIGIBILITY AN I) APPLI CAT ION FOR R ETI R EM ENT BENEF ITS

Section 4.1 Normal Ret irement Benefit. A Participant \vho has retired from all Employment on or after hi s Normal Retirement Date shall have a non-forfei tab le right to receive a Normal Retirement Benefit in acco rdance with th l..! provisions of Article VI and in the amount calculated pu rsuant to Article V. Section 5. 1.

Seeti nn -' .2 La tc Retirement Benefit. A Partic ipant. without the approval orthl! Employer. Illay elect to continue hi s employment beyond hi s Normal Reti rement Dale, in which event he sha ll continue as an Actiw Participant unt il he ac tuall y retires. Such retirement may occur on the firs t day of any month and such dale sha ll be hi s Late Retirement Datc. The Late Reti rement Beneli t shall be paid in acco rdance with the prov isions of Article VI and in the amount calcul ated pursuant to Arti cle V, Section 5.2.

Sec tion "',3 Ea rly Reti re ment Benefit. A Participant who reti res from all Employment on hi s Early Ret irement Date sha ll have a non- fo rfeitable ri ght to receive an Early Retirement Benefit in accordance with the provisions of Article VI and in the amount calculated pursuant to Article V. Sect ion 5.3.

Section ..... Disa bility Retiremen t Benefit.

(a) A Part icipunt who

( I) while in Covered Employment, su fTe rs a Permanent and Total Disability: and

(2) has completed at least fi ve (5) Years of Scrvice; and

(3) provides \vlinen proof that he is eligible fo r and is awarded a disab il ity benefit under the prov isions of the Socia! Security Act; and

(4) makes proper applicat ion in writing to the Trustees,

sha ll be elig ible to receive a Disability Retirement Benefit in accordance with the provisions of Art ic le VI and in the amount calculated pursuant to Article V. Section 5.4, Such Disability Re tiremen t Bene fit shall begin effect ive as of the first day that he is e li gible to commence recciving a di sability benefit under the Social Security Act and shall continue so long as he is c1igible to rece ive a benefi t under such Act. However, effec tivc January 1.2012, in no event shall the commencement date of a Participant 's Disability Retiremcnt Bt:nefit be retroact ive more than 12 months prior to the date on which the Trustces receive the Participan t's applicat ion for a Disabil ity Retirement Benefit.

(b) A Participant who has quali llcd for such Disab ility Retircment Bene lit shall submit such evidence of conti nuing Permanent and Total Disability as may be required by

13

the Trustees. but. after the firs t full year of di sabi li ty, not more freqll~nt l y than once in s ix months. The Trustees reserve the right to select a reputable physician(s) to establish continuing disability.

Section -1 .5 Deferred Vested Retirement Benefit. A Part ic ipant who is not otherwise entitled 10 receive a Retirement Benefit hereunder but whose Employment has terminated aftt:r he has complcl"'d five (5) or more Years of Service shall be I 00% vested and shall have a nonforfeitablc righ t to rece ivc a Defe rrcd Vested Retirement Bene lit in accordance with the provisions of Art icle VI and in the amount calculated pursuant to Article V. Section 5.5.

If a Participant. afte r hav ing become eligible for a Deferred Vested Ret irement I3~nefit, retums to work as an Employee. he will continue to acc rue Credited Service during such period of reemployment.

Sec tion -1.6 Applicl\tion for Ilctirement Benefits. A I>articipant who meets the conditions for retirement set forth in Sections 4.1. 4.2, 4.3 . 4.4 o r 4.5 of th is Article IV shall. upon retirement and upon approval by the Trustees of an appli cation submitted to the Trustees in a fonn satisfactory to the Trustees. become ent itled to receive a Retirement Benefi t beginning the first day of the month next foll owing receipt of such application by the Trustees. Forms shall be availab le to properly file a claim for benefits at the Union or Plan Admini strator's olliee. If the proper Retirement Benefit payment cannot be determi ned by the payment due date, a payment rctroac ti\"e to the due date shall be paid no later than the 60th day after the proper payment can be asc~rtained .

Scction -1.7 C hangl' in Vcsting Schedule. The VeSTed Accrued Benefit orallY Part icipant shall not be less than such Vested Accrued I3enelit computed under the Prior Plan.

The computation of a Participant ' s non-forfeitable percentage of'hi s vested interest in the Plan shall not be reduced as the resu lt orany direct or indirect amendment to Section 4.5. In the event that this Plan is amended to change or modify any vesting schedule. a I>articipant with at least three (3) Years of Service as of' the expiration date or the election period may elect to have hi s non-forfeitable percentage computed under the Plan without regard to such amcndment. If a Participant fail s to make such election, then sllch Participant shall be subject to the new vesting schedule. The Participant's election period shall commence on the adoption date of the amendment and shall end 60 days after the latest of:

(i) the adoption date of the amendment:

(ii) the effective date of the amendment; or

(iii) the date the Participant recei ves wri tten noti ce of the amendment from the Trustees.

Section 4.8 Limitation Rega rding Time of Paym cnt or Ben efit s. Unless the Participan t dects otherwise. the payment of benefits authorizl.:d under this Article IV shall commence no later than the 60th day after the close of the Plan Year in which tht: latest of'thc fo llo\\ing OCClJrs:

(a) the Participant' s Normal Retirement Date: or

14

(b) tht: 10th anniversary of the year in which the Participant commenced participation; or

(c) the Participant terminates his service with the Employer.

Notwithstanding any provision in the Plan to the contrary. any benefi ts 10 which a Partic ipant is ent itled shall eommt:ncc no later than the Participant's " Required Beginning Date ," as defined in Section 6.5(1)(6).

Section -1 .9 Suspension of l3encfits.

(a) Before Normal Retirement Age.

( 1) The monthly Retirement Bcnelit shall be suspended for any month in which the Partic ipant is employed in Disqualifying Employment before he has attained Normal Rdircment Age. "Disqualifying Employment.'· for the period before Normal Retirement Age, is employment or self-employment without limit to geographical area covered in work regularly perfonned by members of the Plasterers Local 8 or any other \\,Iork in the building trades.

(2) In addi tion, thc monthly Retirement Benefit sha ll be suspended for a pe riod of up to six conseclllive months after any consceLltive period of one or more months during which the Participant was engaged in Disqualifying Employment. If the Participant has failed to notify the Plan in writing within 2 1 days of employment that may be the basis for suspension of benefits under subparagraph (a)( I), or has willfully misrepresented to the Plan with respect to Disquali l'ying Employment, the monthly Retirement Benefit may be suspended for any additional period or up to 12 months. The Trustees may. for good cause. waive either or both of these addi tional periods of suspension. The provision of this subparagraph (2) shall not, ho\\e\'cr, result in the suspension or the Retirement Benefit for any month after the Participant has altained Normal Ret irement Age.

(b) After Normal Retiremcnt Aue.

(1) 1 flhe Participant has attained Norm al Retirement Age. hi s monthly Retirement Benefit shall be suspended for any month in which he wo rk ed o r was paid for alleast -1O hours in Totally Disqualifyi ng Employment. "Totally Disqualify ing Employment" means employment or se lf-employmcnlthat is

(i) in the gcographic area con:red by the Plan, and

(ii) in any occupation in \\hich the Participant \\orked under the Plan at any time or any occupation CO\'crcd by thc Plan at the time the Participant' s pension payme nts began. In any event. \\ork for which contributions arc rcquin:d to be made to the Plan shall be Totally Disqualify ing.

15

•

(2) Paid non-work time shall be counted toward the measure o f -1.0 hours if paid for \aemian. holiday, illness or other incapacity, layon',jury duty, or OIhcr lean:: of absence. Ilo\\cver, time compensated under a Workers' Compensation or Temporary Disability Benefits Law shall not be counted. A Participant shall be considered as paid fo r a day i r he is paid for at least one hour of work or non-work lime, as described herein. performed on or attributed to that day.

(c) Definition ofSuspensioll.

Suspension ofbcncfits for a month means non-entitlement to benelils for the month. If Retirement Benefits were paid for a month for which benefits Wefe later determined to be suspended. the o\'crpaymcnt shall be recoverable through deductions from future pension payments. pursuant to Section -l.9(g).

(d) Notices.

( I ) Upon commencement of pension payments, the Trustees shall notify the Pensioner of the Plan about rul es goveming suspension of benefi ts. I r benefits have been suspended and payment resumed. new not ification shall , upon resumption. be given to the Participant. if there has been any material change in the sllspens ion niles or the identity of the indust ri es o r area covered by the Plan.

(2) A Pensioner shall notify the Plan in writ ing within 2 1 days after starting any work ofa type that is or may be di squalif~'ing under the provisions of the Plan and \\ ithout regard to the number of hours of suc h work (that is. whether or not less than 40 hours in a month). If a Pensioner has worked in Disqualifying Employmcnt in any month and has failed to give timely notice to the Plan of such employment. the Tmstees shall presume that he worked for at least 40 hours in such month and any subsequent month before the I)articipant gives notice that he Iws ceased Disqualifying Employment. The Participant shall have the right to overcome slLch presumption by establi sh ing to the sati snlc ti on o f the Tmstces that his work was not. in faeL an appropriate bas is , under the Plan. for suspension of his benefits.

If a Pensioner has \\ o rked in Disqualify ing Emplo)ment for any number of hours for a contractoral a building or construction Silt: and he has failed to gi\'e timely notice to the Plan of such employment. the Trustees shall preSllme that he has engaged in such work for as long as the contractor has been and remains act ive ly engaged at that s ite. The Participant shall have the ri ght \0 overcome suc h presumption by establi shing \0 the satisfaction of the Trustees that his wo rk was not. in !~let. an appropriate bas is . under the Plan. for suspension of his benefits.

The Trustces shall inform all retirees at least oncc evcry 12 months o f the reemployment notilication requircments and the presumptions set forth in thi s paragraph.

16

(3) t\ Pens ioner whose pension hils been suspt:nded shall notify Ihe Plan when Disqualifying Employment has ended. The Trustees shall have the right to hold back benefit paym~nts unlil such notice is filed \\ilh the Plan.

(4) A Participanl may ask the Plan whether a particular employmenl will be disqualifying. The Plan shall provide the Participant wilh its determination.

(5) The Plan shall infonn a Participant of any suspension o r hi s benefits by notice given by personal delivery of [irst class mai I during the first calendar month in which his benelils are withheld .

(e) Review.

A Participant slmll be entitled 10 a rev iew of a determination suspending his benciils by written request filed with the Trustees \\ ithin 90 days of the notice of sllspension.

(f) Wai ver orSuspt:nsion.

The Trustees may, upon their own motion or on request of a Participant. waive suspension or benefits subjec t to sllch limitation as the Trustees in their sole di scretion may detennine. including any limilalions based on the Participant 's previous record of bene lit suspension or non-compliance \vith reporting requirements under thi s Sect ion 4.9.

(g) Resumption of Benefit Pavments.

( I) Benefits shall be resumed for the months after the last month for which benefits were suspended , \\'ith payments begirming no later than the third month after the last calendar month for which the Participant' s benefit was suspended. provided the Partici pant has complied with the notilication requirements of Seclion 4.9(d)(3).

(2) Overpayment attributable to payments made for any months for which the Participant had Disqualifying Employment shall be deducted from pension payments otherwise paid or payable subsequent to the period of suspension. A deduction from a monthly benefi t for a month after the Participant attained Normal Reti rement Age shall not exceed 25 percent of the pension amount (before deduction). except thm the Plan may withhold up to 100 percent orthe first pension payment made upon resumption after the slLspension. If a Pensioner dies bdore recoupment of the overpayment has ocen completed, deductions shall be made from the benefits payablt: to his BencJiciary or Spouse receiving a pension subject to the 25 percent limitation on the rate of deduction.

17

Section 4. 10 Benefit I'llymcnts Following Suspcnsion.

(a) Tht! monthly amount of pension when resumed after suspension shall be detennin(:d undt! r paragraph (I) below and adjusted for any optiona l foml of paymcnt in accordance with paragmph (2) . Nothing in this Section shall be understood to extend any benetit increase or adjustm~nt effecti ve alier the Participant's initial retirement o r the amount of pension upon resumption or payment, except to the ex tent that it may be express ly directed by other provi sions of the Plan.

( I) Resumed Amount.

Irthe pension was first payab le aner Normal Retirement Age, resumption shall bc at the same monthly amount. Otherwise , the amount shall bl.:! determined as if it wen: thcn being dctcmli ned for the lirst time. but on the basis of an adjusted age. The adjusted age shall be the age of the Participant al the beg inning of the tirs! month for which payment is resumed , reduced by (a) the months for which he previously n:ceived benefits to which he was entitled and (b) the mont hs for which hi s benefits were slLspended because of Totally Disquali f-ying Employment, as defined in Sect io n 4. 9(b)( 1). Th is amount shall be detemlincd before adjustment, if any, for pension aCl:rual based on reemployment, for changes in the Plan adopted after the Part icipant fi rst retired. and fo r any offset because of prior ovcrpayment.

(2) In no even t. howt!ver, shall any adjustment ofbenl.!fit amount under thi s Section 4.10 result in forfeiture of a Part icipant's Nonmd Retirement Benefit or of its Act uari al Equi valent in vio lation of Sect ion 203(a)(3)(I3) of ERISA.

(3) Thc amount determined under the above paragraphs shall be adjusted fo r any Joint and Survivor Annuity optio n or any othl.:!r optional form of benefit in accordance with which the benefits or the Participant and any contingent annuitant or Beneficiary arc payable.

(b) A Pensioner who returns to Covered Employment for an insuffil:ient period of time to complete a Year orScrvice. shall no t. on subsequent termination of employ men I. b~ entitled to a n.:computation of his pension amount based on the additional service . The addit ional amount attributable to tht! addi tional service shall be computed without adjustTllcnt pursuant 10 SCl:tion 4.1 0(a) for prior benefit payments or suspensions.

(c) A Joint and Survivor Annuity option in effect immediately prior to slIspl.:!nsion of benefits and any other beneli t 10110\\ ing the death o f the Pensioner shall remain dfecti\'e if the Pensioner's death occurs while hi s benefits an: in suspension. If a Pensiont.'r has returned \0 Covered Employment, he shall not be entitled to a new election as to the Joint and Survivor An nui ty option or any other optional foml of bencfil.

18

ARTICLE V

AMOUNT OF RETIREMENT BENEFITS

Sec tion 5.1 No rmal Retirement Benefit. A Participant who is el igible for a Normal Retirement Benelit in accordance with Sect ion 4.1 shall receive a monthly Accrued Benefit as f'o llows:

(a) For all Participants. except those in Emplovment pursuant to Section 1.18(c) .

(1) For a Part ici pant \\ ho ini tia ll y retires prior to January I. 1997. the amount of the month ly NomlaJ Retirement Benefit shall be equal to $25.00 plus S15.00 i r hi s Y cars of Credit earned prior to January 1. 1992 are Cqlllll to. or greater than, 2 1 years. plus the amount as shown in the sch~du l e belo',:

Effective Date

Prior to 1/ 1/ 1992

11111992 - 12/31 /1994

11111995 - 12/3 1/ 1996

Monthlv Benefit

$8.00 per month per Year of Credit, maximum 30 years

$10.00 per month per Year o f Cn:d it

$20.00 per month per Year of Credi t

Act ive Participants. as of January 1. 1992, with Years o r C rcdit equal to or greater than 14 years, but less than 21 years. shall be cred ited \'iith an additional benefit eq ual to $ 1.00 pi us S2.00 times the numb.:r or Years or Credit gr~ater than 14.

(2) For an Active Participant who initially retires on or after January 1. 1997 through December 3!. 1997. the amount or lhe monthly Normal Retirement Benefit shall be equal 10:

(i) Future Service

S50.00 times Years or Credit earned on and aFtc r January I . 1997: plus

(ii) Past Service

The Accrued Benefit as ofDcccmber 31, 1996 multipli ed by two (2).

An Active Participant. for the purposes of (a)(2)(i) abo ve, is a Participan t \\ho completes at least 120 I-lours or Service and ~arns at lcast 1I10th ora Year or Credit in a Plan Year beginning on or after January 1, 1997.

19

An Active Participant as of December 3 1. 1996. for the purposes of (a)(2)(ii) above. is a Participant \\ho completed at least 120 I-lours of Service and earned at least 1II0th of a Year of Cn:dit betwcl::n January I. 1996 and Deccmbl::r 31. 1996.

(3) For an Active Participant who initially retires on or after January I. 1998 , the amount of the monthly Normal Retirement Benefit shall bc equal to:

$55.00 times all Years of Credit.

An Ac tivc Participant. lor the purposes of this paragnlph (a)(3). is a Participant who carns at least 1110th of a Year of Credi t in a Plan Yem beginning on or after January I, 1997.

The Accrued Benefit for all other Part ic ipants, including Vested Tenninated Participants, will be the Accrued Benefit earned as of their temlinalion dale at their last severance of Covered Employment prior to January I. 1997. However, any Participant who was a Vested Terminated Participant prio r to January I. 1997 and who is subsequently reemployed and cams at least II I Olh ora Year of Credit in a Plan Year on or after January!. 1997 bUI prior to May I, 2000 will have hi s Accrued Benelit calculated based on $55.00 times al1 Years of Credi t.

(-1- ) For a I-'articipant \\ ho initially retires on o r after April 30.200 I, the amount o rthe monthly Normal Retirement Benefit shall be equal to :

$57.00 times all Years orCredit.

A Participant. for the purposes of thi s paragraph (a)(4). includes (i) an Active Participant who earns at least 1I 10th of a Year of Credit in a Plan Year beginning on or afler May 1.2000 and (ii) a vested Inactive Participant who has earned at least II I Oth ora Year of Credi t \\ ithin the last th ree consecutive Plan Years prior to May 1, 200 I.

(5) For a Participant who initially retires on or after April 30.2005 . the amount of the monthly Normal Retirement Benelit shall be equal to :

$60.00 times all Years ofCrt:dit.

A Participant. for the purposes of thi s paragraph (a)(5). includes (i) an ActiYe Parti cipant who carns at least II10th of a Year or Credit in a Plan Year beginning on or after May I. 200-l and (ii) a vested Inactive Participant \\ho has earned allenst II I Oth of 1:1 Year of Credit within the last thn:e consecutive Plan Years prior to May 1.2005.

20

(6) For a Participant who initially retires on or after April 30, 2006, the amoun t of the monthly Nonnal Retirement Benefit shall be equal to:

$65.00 times all Years ofCredil.

A Part icipant, for the purposes of thi s paragraph (a)(6), inc ludes (i) an Active Participant who earns at least 1I 10th of a Year of Credit in a Plan Year beginning on or after May 1,2005 and (ii) a vested Inactive Participant who has earned at least 111 Oth ofa Year of Credi t within the last three consecutive Plan Years prior to May I , 2006.

(7) For a Participant who initially retires on or after Apri l 30,2008, the amount of the monthly No nnal Retirement Benefit shall be equal to:

S70.00 times all Years of Credit.

A Participant, for the purposes of this paragraph (a)(7), includes (i) an Active Participant who cams at least 1I I0th of a Year of Credit in a Plan Year beginning on or after May 1, 2007, and (ii ) a vested Inactive Participant who has earned at least I I I Oth of a Year of Credit within the last three consecutive Plan Years prior to May 1,2008.

M inimum Benefi t. Effective January 1,20 15, for a Participant who is an Active Partic ipant on or after Junuary 1,2015 and who is eligible for Ii Vt:sted Accrued Benefit at retirement, the amount of the month ly Normal Ret irement Benefit shall be no less than $50.00.

(b) For Participants in Emplovment pursuant to Section l.I8(c).

(I) For an Employee who is a Participant in Employment as of January 1,2006 pursuant to Section I.I8(c) and who is in rate category 2, as provided in the Participation Agreement, the amount of the monthly Nomlal Retirement Benefi t shall be equaJ to the amount of monthly Nonnal Retirement Benefit determined under Sections 5. 1 (a)(5), (6) or (7), as applicable. The monthly No nnal Retirement Benefit shall be adj usted from time to time in the same amount and effective as of the dale any changes are made to Section 5.1 (a) for Panicipants in Employment 'pursuant to Section 1.18(a) and (b).

In detennining the amount o f month ly Nonnal Retirement Benefit under this Section 5. 1 (b)(1), Years of Credit shall include up to a maximum of five (5) Years of Credit for hours worked prior to January I, 2006.

(2) For an Employee who becomes a Participant in Employment after January I, 2006 pursuant to Section 1.18(c) and who is in rate category 3, as provided in the Participation Agreement, the amount of the monthl y Nonnai

21

Retirement Bene lit shall be equa l to the amount of monthly Normal Retirement Benefi t determined under Sect ions 5. I(a) (5), (6) or (7), as applicable. However, the monthly benefit rate shall be prorated by a fraction. The numerator of such fraction shall be the contribution rate for the Participant in accordance with the Pension Agreement and the denominator of such fraction shall be the Full Rate of contribution in accordance with the Pension Agreement . The monthly Normal Retirement Benefit, based on the Full Rate, shall be adjusted from time to time in the same amount and e ffective as of the date any changes are made to Section 5. 1 (a) for Participants in Employment pursuant to Section 1. 18(a) and (b).

(c) The Accrued Benefit for any Participan t who was a Vested Tenninated Part ic ipant prior to January I , 1997 and \vho is subsequently reemployed on or after May 1,2000 foll owing five (5) or more consecutive Break-in-Service years will be the sum oflhe Accrued Benefi t earned as of hi s tennination date at hi s last severance of Covered Employment plus the Accrued Benefit earned on and after his date of reemployment.

Effective April 30, 2001, for purposes of this Section 5. 1, a Vested Terminated Participant is defined as a Participant who has a vested ri ght in hi s Accrued Benefit and who has not earned any Credited Service for three (3) consecutive Plan Years.

The Accrued Benefit for all other Participants, will be the Accrued Benefit earned as of their termination date at their last severance of Covered Employment.

Section 5.2 Late Retircment l1enefit . A Partic ipant who is e lig ible for a Late Reti rement Benefit in accordance with Section 4.2 shal l receive a monthly bene fit equal to the Normal Retirement Benefit determined as ofms Late Retirement Dale. Late Reti rement Benefit payments shall commence on the first day of the month coincident with o r next fo llowing the Late Ret irement Date.

Notwi thstanding the above, effective January I , 1998, if an Employee's Annuity Starting Date is later than April I of the calendar year next following the calendar year in which he reaches age 70-112, his Accrued Benefit shall be adj usted actuarially to reOect the deferral of hi s Annuity Starting Date from Apri l 1 of the calendar year next following his attainment of age 70-1 /2 to hi s actual Annuity Starting Date.

Scction 5.3 Early Retirement Benefit. A Participant who is eligible fo r an Early Retirement Bene fit in accordance with Section 4.3 may, in li eu of the Nonnal Retirement Benefit provided in Sect ion 5.1, eiec tto receive such payments commencing on or afte r the Early Reti rement Date. Such anna l Retirement Benefit shall be reduced by 1/2% for each month by which hi s Early Retirement Date precedes his Normal Retirement Date.

Sect ion 5.4 Disability Retirement Benefi t. A Participant who is eligible for a Disab ili ty Retirement Benefit in accordance with Section 4.4 shall receive a month ly benefit equal to the Nomlai Retirement Benefit provided in Section 5. 1 wi th no reduction for retirement prior to the Normal Retirement Date.

22

Upon the cessation of the Participant 's Permanent and Total Disability, hi s Disability Retirement Benefit will cease. The I)articipant will continue to be ent itled to such other benefits under the Plan, as herein set forth, as he may be, or may become, eligible to receive.

Section 5.5 Deferred Vested Retirement Benefit. A Participant who is el igible for a Deferred Vested Retirement Benefit in accordance with Section 4.5 shall receive a monthly benefit equal to the Nomlal Retirement Benefit, determined as of his termination date, as provided in Sect ion 5.1 commencing on the Normal Retirement Date.

In lieu thereof, a vested Participant who satisfies the Years of Service requirement for Early Retirement but who temlinated employment with the Employer before the attainment of age 55, may, upon the attainment of age 55, elect to receive hi s mon thly Ret irement Benefit commencing on the first day of any month following the attainment of age 55, but before his Normal Retirement Date, reduced for early commencement in accordance with Section 5.3.

Section 5.6 Cash-out of Vested Accrued Benefit. If the Actuarial Equivalent of the Participant's Vested Accrued Benefit derived from Employer contributions does not exceed the app licable limit under Code Section 41 1 (a)(11 )(A), currently $5,000, then distribution may only be made in the form of a lump sum. Ln determining the amount of a lump sum payment payable under thi s paragraph, Actuarial Equivalent value shall mean a benefit, in the case of a lump sum benefit payable prior to a Participant' s Norma! Retirement Date, of equivalent value to the Vested Accrued Benefit which would otherwise have been provided commencing at the Partic ipant's Nonnal Retiremen t Date.

Effect ive March 28, 2005, the Plan may make an immediate lump sum distribution of the Actuarial Equivalent of the Vested Accrued Benefit of a retired Participant in lieu of all benefits in the event:

(i) the retired Participant's ArulUity Starting Date occurs on or after the later of age 62 or his Normal Retirement Date and the present value of hi s Vested Accrued Benefit detennined as of his Annuity Starting Date is not in excess of the applicable limit under Code Sec tion 411 (a)( II )(A), currently $5,000, or

(ii) the retired Participan t's Annuity Starting Date occurs prior to the late r of age 62 or his Nomlal Retirement Date and the prescn t value of his Vested Accrued Benefit is not in excess of $1 ,000 at the time of distribution.

The Plan may make an immediate di stribution of such benefit to a retired Participant without such Participant's consent.

Effective March 28, 2005, in the event the Actuarial Equivalent of the Vested Accrued Benefit of a retired Participant exceeds $1,000 but does not exceed the applicable limit under Code Section 411(a)(11)(A), currently $5 ,000, at the time of distribution, the retired Participant may make app lication to rece ive a lump sum payment. Spousal consent to the Participant 's elec tion of the lump sum is not required.

23

Lump sum di stributions may be made only on account of termination of participat ion in the Plan. A Partic ipant receiving a distribution of$200 or more pursuant to thi s Section 5.6 shall be entitled to elect to have all or a portion, if app licable, of the amount paid pursuant to Section 6.6 without regard to the election procedures provided under Article VI.

If the nonforfe itable Accrued Benefit ofa Participant is zero, such Partic ipant shall be deemed to have received di stribution of his enti re 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 the Em ployer and he shall cease to be a Participant under the Plan as of such date. If a Participant is deemed to receive a distribution pursuant to this Section 5.6, and the Participant resumes employment covered under this Plan before the date the Participant incurs five (5) consecut ive one·year Breaks in Service, upon the reemployment of such Participant, the Accrued Benefit will be restored to the amount of such Accrued Benefit on the dale of the deemed distribution.

Section 5.7 Increase in Benefits to Pensioners and Beneficiaries.

(a) Each Pensioner and Beneficiary who is receiving Retirement Benefits as of November 30'" of such calendar year shal l receive an additional payment equal to his current monthly pension amount payable in December of such calendar year. This additional payment shall be payable to appl icable Pensioners and Beneficiaries in each ca lendar year beginning on and after January 1, 1997.

(b) The monthly Retirement Benefit payab le with respect to each Pensioner and Beneficiary who was receiving Retirement Renefits on December 31, 1997 shall be increased by 5%; however, such increase shall not be less than $10.00 per month. Such increase shall be e rfective January 1, 1998.

ec) The monthly Retirement Benefit payable with respect to each Pensioner and Beneficiary who was receiving Retirement Benefits prior to Apri l 30, 2005 shall be increased by $15.00. Such increase shal l be effective May I, 2005.

(d) The monthly Retirement Benefit payable with respect to each Pensioner and Beneficiary who was receiving Retirement Benefits on June 30, 2008 shall be increased by $25.00. Such increase shall be eCfecti ve July 1, 2008.

24

ARTICLE VI

PAYMENT OF RETIREMENT BENEFITS

Seelion 6.1 Qualified Joint and Survivor Annuity.

(a) rfa Participant is married on his Annuity Starting Date, hi s Retirement Benefit shall be paid in the form of a Qualified (50%) Joint and Survivor Annuity. Under the Qualified l oint and Survivor Annuity, a reduced amount shall be paid to the Pensioner for his lifetime; and at hi s death, hi s Eligible Surviving Spouse shall be entitled to 50% of such reduced Ret irement Benefit. This survivorship annuity shal l commence on the first day of the month fo llowing the date of the Pensioner's death and shall continue during the lifetime orthe Eligible Surviving Spouse.

The reduced amount payable to the Pensioner shall be the Actuarial Equivalent of the Retirement Benefi t determined in accordance with Section 5. 1, 5.2, 5.3, 5.4 or 5.5 otherwise payable in the Normal Form of benefit for an unmarried Participant, as described in Section 6.2(a).

(b) A married Partic ipant may elect not to take the Qualified Joint and Survivor Annuity during an election period which shall be the 180-day period ending on his Annuity Starting Date. Any election to waive the Quali fied Joint and Survivor Annuity must be made by the Participant, in writing, during the election period and be consented to by the Participant's Eligible Surviving Spouse. Such election shall designate a Beneficiary (or a fonn ofbcnefit) that may not be changed without spousal consent (unless the consent of the Spouse expressly pennits designation by the Participant without the requirements of further consent by the Spouse). Such Spouse's consent shall be irrevocable and must acknowledge the effect of such election and be witnessed by a notary public. Such consent shall not be requ ired if it is established to the satisfaction of the Trustees that the required consent cannol be obtained because there is no Spouse, the Spouse cannot be located, or other circumstances that may be prescribed by Treasury regulations. The election made by the Participant and consented to by his Spouse may be revoked by the Participant in writing without the consent of the Spouse at any time during the election period. The number of revocations shall not be limited. Any new election must comply with the requi rements of this Section 6. 1. A fanner Spouse's waiver shall not be binding on a new Spouse.

(c) With regard to the election, the Trustees shall provide the Partic ipant, no less than 30 days and no more than 180 days before the Annuity Starting Date (and consistent with Treasury regulations), a written explanation of:

(i) the tenns and conditions of the Qualified loint and Survivor Annuity;

(ii) the Participant 's right to make an election to waive the Qualified loint and Survivor Annuity;

25

( iii) the right of the Participant ' s Spouse to consent to any election to waive the Qualified Joint and Survivor Annuity;

(iv) the ri ght of the Participant to revoke such election, and the effect of such revocation; and

(v) the relative values of the various optional fonns of benefil under the Plan, as provided in Regulation §1.4 l7(a)-3 .

Notwithstanding the foregoing, a Participant may commence distribution earl ier than theexp iralion of the 180-day period described above, if the app licable election period to waive the Qualified Jo int and Survivor Annuity shall not end before the 30th day after the date of which such explanation is provided. Moreover, a Participant may elect (with any app licable spousal consent) to waive the requirement that the written explanation be provided at least 30 days before the Annui ty Starting Date if the distribution commences more than 7 days after such explanation is provided.

(d) ":Eligible Surviving Spouse" shall mean the Spouse of a Partic ipant who was legally married to such Partic ipant throughout the one-year period ending on the earlie r of the Participant's date of reti rement or the date of death of the Participant. However, if a Participant marries with in one year before the Annuity Starting Date and the Participant and the Participant' s Spouse have been mamed for at least a one-year period ending on or before the dale of the Participant' s death, the Spouse shall be treated as an Eligible Surviving Spouse as of tile Annuity Starting Date.

(e) An official marriage certificate and birth certi ficate of the Participant and his Spouse and/or other documentation must be submitted to the Administrator showing evidence of the legal marriage and ages of the Partic ipant and his Spouse.

(f) Upon the death of a Partic ipant who has no Eligible Surviving Spouse, no Qualified Joint and Survivor Annuity shall be payable under this Section 6. 1.

(g) If a Partic ipant' s Spouse dies before the Participant's Annuity Starting Date, his election o f the Qualified Joint and Survivor Annuity shall automaticall y be revoked.

Section 6.2 Normal Form of Benefit.

(a) Single Life Anllui ty. If a Partici pant is not married on hi s Annuity Starting Date , or ifhe elected in accordance with the procedures in Sections 6.1(b) and (c) not to provide the Qualified (50%) Joint and Survivor Annuity for his Spouse, the Nomlal Fornl ofbenefil is hi s monthly Retirement Benefit in the amoun t detenn ined under Sections 5. 1, 5.2, 5.3, 5.4, or 5.5 in the foml ofa Single Life Annuity with 120 monthly payments guaranteed to him, his Beneficiary, if living, or otherwise, to his estate. Upon the death of the Pensioner, his Bene fi ciary may elect to receive the discounted value ohhe remaining monthly payments, if any, in a lump sum payment,

26

or if such Beneficiary shall have predeceased the Pensioner, the discounted va lue of the remaining 120 monthly payments will be paid in a lump sum to the qual ified representative of the Pensioner' s estate.

(b) Qualified (50%) Joint and Survivor Annu ity. If a Participant is married on his Annuity Starting Date, the Normal Form of benefit is the Qualified (50%) Joint and Survivor Annuity, as defined in Section 6. 1 (a), which is the Actuarial Equivalent of the Retirement Benefit determined in accordance with Sections 5.1 , 5.2,5.3,5.4, or 5.5 payab le in the Normal Form of benefit for a Partic ipant who is nol married on his Annuity Starting Date, as described in Section 6.2(a).

Section 6.3 Optional Forms of Benefit.

(a) In lieu of the Normal Form of benefit for which a Participant may be eligible in acco rdance with Sections 6. 1 and 6.2 of this Article VI, a Participant may elect, subject to the conditions and restrictions hereinafter set forth in thi s Article VI, to receive one of the following optional forms of benefit:

(i) Joint and Survivor An nuity - under which a reduced amount of benefit is payable to the Pensioner during his li fetime, with the provision that after hi s death eithe r ( i) 100%, (ii) 75% or (iii) 50% of such reduced amount of benefit shall continue to and for the li fet ime of his designated Joint Annuitant.

"'Joint Annuitant" shallmcall a pt:n;un designated by a Participant to receive lifetime monthly benefits under the Plan following such Partic ipant' s death after hi s retiremenl. A Joint Annuitant need not be the Participant' s Spouse.

(ii) Five Year Certa in and Life Annuity - under which an increased amount of benefit is payable to the Pensioner during his lifetime, with the provision that if his death occurs before he has rece ived 60 monthly payments, such payments wi ll continue to hi s designated Beneficiary until a tota l of 60 monthly payments have been made to the Pensioner and such Beneficiary or, if such Beneficiary elects, he may receive the discounted value of the remaining monthly payments in a lump sum payment, or ifsuch Beneficiary shall have predeceased the Pensioner, the discounted value of the remaining 60 monthly payments will be pa id in a lump sum to the qllali fied representati ve of the Pensioner' s estate.

(ii i) Single Life Annuity - under which an increased amount of benefit is payable to the Pensioner during his lifet ime with all payments ceasing at hi s death.

The bene fi t payments under the Options descri bed herein shall be the Actuarial Equivalent of the benefit payments which would otherwise be provided under Art icle V, whichever is applicab le, payable in the Nonna! Form of benefit for an unmarried Part icipant, as described in Sec tion 6.2(a).

27

(b) The elec tion of any Option described in Section 6.3(a) of this Article VI other than the automatic payment forms described in Sections 6. t and 6.2 must be made in writing on a form provided by the Trustees and must conform to the procedures in Sections 6.I(b) and 6. I(c). After an Opt ion has been elected, any change in the election may be made only with the approval of the Trustees and shall be subject to such condi ti ons and restrictions as the Trustees, ac ting in accordance with the uniform regulations, shal l determine. Election of an Option shal l be irrevocable after it has become effective, and no change in such election shall be permitted thereafter.

An Option election shall become effective on the Participant's Annui ty Start ing Date subjec t to the provisions of this Section 6.3(b). If the Participant or his Joint Annuitant dies after an Opt ion is elected but before such election has become effective, the Option shall be canceled automatically.

(c) Ifan active Participant dies after hi s Normal Retirement Date but prior to hi s actuaJ Late Retirement Date, and he has previously elected an optional form of benefit in accordance with the provisions of this Article VI, his Eligible Surviving Spouse or designated Beneficiary shall be enti tled to receive a Retirement Benefit equal to the amount the Eligib le Surviving Spouse or Beneficiary would have been entitled to receive under such Option if the Participant had retired on the day immediately preceding his death and shall commence on the first day of the month coincident with or next following his date of death.

Section 6.4 Pre-Retirement Death Renefits .

(a) Pre-Retirement Surviving Spouse Annuity. A married Participant who is entit led to a Vested Accrued Benefit or a married former Participant who is eligible for a Deferred Vested Retirement Benefit in accordance with Section 4.5 and who dies prior to retirement shall be deemed automatically to have elected a Pre-Retirement Surviving Spouse Annuity. If the Participant dies after attaining the earliest retirement age, such Pre-Retirement Surviving Spouse Annuity shall provide a lifetime monthly pension benefit for the Participant's Eligible Surviving Spouse, as defined in Section 6.1 (d), equal to the amount the Spouse wou ld have been entitled to receive under the Qualified (50%) Joint and Survivor Annuity if the Participant had retired on the day immediately preceding hi s death and shall commence on the first day of the month coincident with or next following his date of death.

If the Participant dies prior to attaining the earl iest retirement age, his Eligible Surviving Spouse sha ll be entitled to a lifetime monthly benefi t equal to 50% of the amount that would have been payable under the Qualified (50%) Joint and Survivor Annuity if the Participant had terminated Covered Employment on the day of his death, or the date he last worked in Covered Employment, ifearlier, survived to his earliest retirement age, retired with an immediate Quali fied (50%) Joint and Survivor Annuity and died on the day after the day on which such Participant would have attained his earliest retirement age. Such Pre-Retirement Surviving Spouse Annuity

28

shall commence on the first day of the month in which the Participant would have attained his earliest retirement age.

The earliest retirement age, as used in th is Section 6.4(a), shall be defined as the earliest age at which a Participant could separate from service and immediately rece ive a Retirement Benefit.

(b) Pre-Retirement Survivor Death Benefit. Effective January 1, 201 5. if a Participant who is entitled to a Vested Accrued Benefit or a Deferred Vested Retirement Benefit is not married or is married for less than one year, as provided in Section 6.1 (d), and dies prior to retirement, a Pre-Retirement Survivor Death Benefit shall be paid to his named Benefic iary. Such Pre-Retirement Survivor Death Benefit shal l be equal to 50% oCthe Participant' s monthly Normal Ret irement Benefit accrued as of hi s date of death. The monthly Accrued Benefit shall be reduced by 112% for each month by which the Participant 's date of death precedes his Nonnal Retirement Date with a maximum reduction of 30% regardless of the Participant's age at death. Such Pre­Retirement Survivor Death Benefit shall commence on the first day of the month coincident with or next fo llowing thc later of the date of the Participant 's death or the datc on which the Part icipant would have attained his earliest retirement age and shall be paid monthly during the Beneficiary ' s lifetime with all payments ceas ing at his death . To provide for this lifetime benefit to the Beneficiary, the Pre-Retirement Survivor Death Benefit shall be ac tuariall y adjusted for the Beneficiary'S age as of the benefit commencement date.

The earl iest retirement age, as used in this Sect ion 6.4(b) , shall be defined as the earliest age at which a Panicipant could separate from service and immediately receive a Retirement Benefit.

(c) Cash-out of Pre-Retirement Death Benefit. If the Actuarial Equivalent of the Pre-Ret irement Death Benefit is not in excess o r the applicable li mit under Code Section 411 (a)( 11 )(A), currently $5,000, at the time of di stribution, the Trustees shall direct the immediate di stribut ion of such amount to the Participant' s Eligible Survi ving Spouse or Beneficiary. No di stribution may be made under the preceding sentence after the Annuity Starting Dale unless the Eligible Surviving Spouse consents in writing. An Eligible Surviving Spouse or Beneficiary receiving a distribution of $200 or more pursuant to thi s paragraph (c) shall be entitled to elect to have all or a portion, if applicable, of this amount paid pursuant to Section 6.6.

(d) In the case o r a Participant who dies on or after January 1, 2007 whi le perfonning qualified military se rvice, as defined in Code Section 4 14(u), the Participant's Beneficiary wi ll be entitled to any addi tional benefits (other than benefit accruals relating to the period of qualified military service, but including any other survivor benefi ts) that would have been provided under the Plan as if the Participant had resumed employment on the day preceding the Participant's death and then immediately tenninated employment on account ordeath. For vesti ng purposes, the

29

Participant ","11 receive credi t for qual ified mil itary service in determi ning hi s Years of Service, as though the Participant was reemployed in accordance with Code Section 414(u) immediately prior to his death.

Section 6.5 Minimum Distribution Requirements.

(a) General Rules.

( 1) Effect ive Date. Except as otherwise prov ided herein, the provisions of this Section 6.5 will first apply for purposes of dctennining required minimum distributions for calendar years beglnning on and after January 1, 2006.

(2) Requirements of Treasury Regulations Incorporated. All distributions required under thi s Sec tion shall be determined and made in accordance with Code Sect ion 40 I (a)(9), includ ing the incidental death bene fit requirement in Code Sec tion 40 I (a)(9)(G), and the Regulations thereunder.

(3) Precedence. Subject to the joint and su rvivor annuity requirements of the Plan, the req uirements of thi s Section shall take precedence over any inconsistent provisions of the Plan.

(4 ) TEFRA Sect ion 242(b)(2) Elections.

(i) Notwithstanding the other provisions of thi s Section, other than Section 6.5(a)(2), di stributions may be made on behalf of any Participant, including a five percent (5%) owner, who has made a d.esignat ion in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibi lity Act (TEFRA) and in accordance with all of the foLlowing requirements (regardless of when such distributions commence):

(A) The distribution by the Plan is one which would not have disqualified such plan under Code Section 40 1(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.

(B) The distribution IS 10 accordance with a method of di stribution designated by the Part icipant whose interesl in the Plan is being di stributed or, if the Participan t is deceased, by a Beneficiary of such Participant.

(C) Such designation was in writing, was signed by the Participant o r Benefic iary, and was made before January I , 1984.

30

(D) The Participant had accrued a benefit under the Plan as of December 3 1, 1983.

(E) The method of distribution designated by the Partic ipant or the Beneficiary specifies the time at which d istribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Participan t's death, the beneficiaries of the Participant listed in orde r of priority.

(ii) A d istribution upon death will not be covered by the transit ional rule of this Subsection unless the infonnation in the designation contains the required in formation described above with respect to the distributions to be made upon the death of the Partici pant.

(i ii) For any distribution which commences before January I , 1984, but continues afte r December 3 1, 1983, the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of d istri bution under which the distribution is being made if the method of distribution was spec ified in \vriting and the di stribution satisfies the requirements in (i)(A) and (i)(E) of this Subsection.

(iv) If a designation is revoked, any subsequent distribution must satisfy the requirements of Code Section 401(a)(9) and the Regulat ions thereunde r. If a designation is revoked subsequent to the date d istributions are requi.red to begin, the Plan must di stribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed wh ich would have been required to have been distributed to satisfy Code Sect ion 401(a)(9) and the Regulations thereunder, but for the Sec tion 242(b)(2) elec tion. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. I-Iowever, the merc subst itution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which di stributions are to be made under the designat ion, directly or indirec tly (for example , by altering the relevant measuring life).

(v) In the case in which an amount is transferred or ro lled ovcr from one plan to another plan, the rules in Regulation § 1.40 I (a)(9)-8, Q&A- 14 and Q&A- 15, shall apply.

3 1

(b) Time and Manner of Distribution.

(I) Required Beginning Date. The Participant' s entire interest will be distributed, or begin to be distributed, no later than the Participant's "Required Beginning Date."

(2) Death of Participant Before Distributions Begin. If the Participant dies before di stributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as foll ows:

(i) Li fe Expectancy Rule. Spouse is Beneficiarv. If the Participant 's surviving Spouse is the Participant's sole "Designated Beneficiary," then distributions to the surviving Spouse will begin by December 3 1 sl of the calendar year immediately following the calendar year in which the Part icipant died , or by December 31 st of the calendar year in which the Participant would have anained age 70- 112, if later.

(ii) Life Expectancy Rule. Spouse is not Beneficiary. If the Participant's surviving Spouse is not the Partic ipant's sa le "Designated Beneficiary," then di stributions to the "Designated Beneficiary" will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.

(iii) No Designated Benefic iary. Five-Year Rule . If there is no "Designated Beneficiary" as of September 30th of the year following the year of the Participant 's death, the Participant's entire interest will be distributed by December J ist of the calendar year containing the fifth anniversary of the Participant's death.

(iv) Surviving Spouse dies before Distributions Begin. If the Participant's surviving Spouse is the Participant 's sole "Designated Beneficiary" and the surviving Spollse dies after the Participant but before di stributions to the surviving Spouse begin, then thi s Section 6.S(b), other than Section 6.5(b)(2)(i), wi ll apply as if the surviving Spouse were the Participant.

For purposes of this Section 6.S(b) and Section 6.S(e), di stributions are considered to begin on the Participant' s "Required Beginning Date" (or, if Section 6.S(b)(2)(iv) applies, the date di stributions are required to begin to the surviving Spouse under Section 6.5(b)(2)(i)). If' annu ity payments irrevocably commence to the Participant before the Participant's "Required Beginning Date" (o r to the Participant 's surviving Spouse before the date di stributions are required to begin to the surviving Spouse under Sect ion 6.S(b)(2)(i)), the date distributions are considered to begin is the date distributions actually commence.

32

(3) Fonn of Distribution. Unless the Participant's interest is distributed in the fonn of an annuity purchased from an insurance company or in a single sum on o r before the " Required Beginning Date," as of the first " Distribution Calendar Year," distributions wi ll be made in accordance with Section 6.5(c) and Sections 6.5(d) or 6.5(e), as appl icable. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, di stributions thereunder will be made in accordance with the requirements of Section 40 1 (a)(9) of the Code and the Treasury regulations thereunder.

(c) Determinat ion of Amount to be Distributed Each Year.

( 1) General Annuity Requi rements. A Participant who is required to begin payments as a result of attaining his o r her " Required Beginning Date," whose interest has not been distributed in the fonn of an annuity purchased from an insurance company or in a single sum before such date, may receive such payments in the fonn of annuity payments under the Plan. Payments under such annuity must sat isfy the following requirements:

(i) The annuity di stributions will be paid in periodic payments made at intervals not longer than one year~

(ii) The distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 6.5(d) or 6.5(e);

(iii) Once payments have begun over a period certain, the period certain wi ll '1ot be changed even if the period certain is shorter than the maximum pennitted.

(iv) Payments will either be noninc reasing or increase only to the extent permitted by one of the following conditions:

(A) By an annual percentage increase that does not exceed the annual percentage increase in an Eligible Cost-of-Living Index for a 12-month period ending in the year during which the increase occurs or the prior year;

(B) By a percentage increase that occurs at spec ified times (e.g., at specified ages) and does not exceed the cumulative total of annual percentage increases in an Eligible Cost-of-Living Index since the Annuity Starling Date, or if later, the date of the most recent percentage increase. In cases providing such a cumulative increase, an actuarial increase may not be provided to reflect the fact that increases were not provided in the interim years;

33

(C) 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 detennine the distribution period described in Section 6.S(d) dies or is no longer the Participant's Beneficiary pursuant to a qualified domestic relations order within the meaning of Section 4l4(P);

(D) To allow a Beneficiary to convert the survivor portion of a joint and surv ivor annuity into a single sum di stribution upon the Participant's death;

(£) To pay increased benefi ts that result from a Plan amendment or other increase in the Participant's Accrued Benefit under the Plan;

(F) By a constant percentage, app lied not less frequently than annually, at a rate that is less than five percent (S%) per year;

(G) To provide a final payment upon the death of the Participant that does not exceed the excess of the actuarial present value of the Participant' s Accrued Benefit (v.ithin the meaning of Code Section 4 11 (a)(7)) calculated as orthe Annuity Starting Dale using the Applicab le Interest Rate and the Applicable Mortality Table under Code Section 417(e) over the total of payments before the death of the Participant; or

(H) As a result of dividend or other payments that result from "Actuaria l Gains," provided:

(i) Actuarial gain is measured not less frequently than annually;

(ii) The result ing di vidend or other payments are either paid no later than the year following the year for which the actuarial experience is measured or paid in the same fonn as the payment of the annuity over the remaining period of the annuity (beginning no later than the year following the year fo r which the actuarial experience is measured) ;

(i ii) The "Actuarial Gain" taken into account is limited to '·Actuarial Gain" from investment experience;

(iv) The assumed interest rate used to calculate such ·'Actuarial Gains" is not less than three percent (3%); and

34

(v) The annuity payments are not also being increased by a constant percentage as described in Subsection (F) above.

(2) Amount Required to be Distributed by Required Beginning Date.

(i) In the case of a Participant whose interest in the Plan is being di stributed as an annuity pursuant to Subsection ( I ) above, the amount that must be dis tributed on or before the Participant's " Required Beginning Date" (or, if the Partic ipant dies before distributions begin, the date distributions are requi red to begin under Section 6.5(b)(2)(i) or 6.5(b)(2)(ii)) 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, sem i-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."

(ii) In the case of a s ingle sum di stribution of a Participant's entire Accrued Benefit during a '·Distribution Calendar Year," the amount that is the requin!J minimum di stribution for the ··Distribution Calendar Year" (and thus not eligible for rollover under Code Sect ion 402(c» is determined under this paragraph. The portion of the single sum di stribution that is a required minimum distribution is dctennined by treating the single sum d istribution as a distribution from an ind ividual account plan and treating the amount of the single sum distribution as the Parti cipanfs account balance as of the end of the relevant valuation calendar year. If the single sum distribution is being made in the calendar year containing the " Required Beginning Date" and the required minimum distribution for the Participant' s first "Distribution Calendar Year" has not been di stributed, the portion of the single sum distribution that represents the required minimum distribution for the Participant ' s first and second '·Distribution Calendar Year" is not eligib le for rollo ver.

(3) Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first " Distribution Calendar Year" wi ll be di stributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. Notwithstand ing the preceding, the Plan will not fail to sat isfy the requi rements of thi s paragraph and Code Section 40 1(a)(9) merely because there is an administrative delay in the

35

commencement of the distribution of the additional benefits accrued in a calendar year, provided that the actual payment of such amount commences as soon as pract icable. However, payment must commence no later than the end of the first ca lendar year following the calendar year in which the additional benefit accrues, and the total amount paid during such first calendar year must be no less than the total amount that was required to be paid duri ng that year under thi s paragraph.

(4) Death After Distributions Begin. If a Partic ipant dies after d istribution of the Participant ' s interest begins in the fonn of an annuity meeting the requi rements of this Section 6.5, then the remaining portion of the Participant 's interest wi ll continue to be d istributed over the remaining period over which di stributions commenced.

(d) Requirements For Annuity Distributions That Commence During Participant's Lifetime.

( I) Joint Li fe Annu ities Where the Bene fic iarv Is the Partic ipant's Spouse. If distributions commence under a di stribution option that is in the fonn of a joint and survi vor annu ity for the joint lives of the Participant and the Part icipant 's Spouse, the minimum distribution incidental benefit requirement will not be satisfied as of the date di stributions commence unless, under the distribution option, the periodic annuity payment payable to the survivor does not at any time on and after the Participant's "Required Beginning Date" exceed the annu ity payable to the Part ic ipant. In the case of an annuity that provides for increasing payments, the requirement of th is paragraph will not be violated merely because benefit payments to the Bene ficiary increase, provided the inc rease is determined in the same manner for the Participant and the Beneficiary. If the form of d istribution combines a joint and survivor annui ty for the joint li ves of the Partic ipant and the Participant's Spouse and a period certain annu ity, the preceding requirements will app ly to annuity payments to be made to the " Designated Bene ficiary" after the expiration of the period certain.

(2) Joint Life An nuities Where the Beneficiary Is Not the Participant's Spouse. If the Partic ipant's interest is being distributed in the form of a j oint and surv ivor annuity for the joint li ves of the Participant and a Beneficiary other than the Participant 's Spouse, the minimum di stribution inc idental benefit requirement will not be satis fied as of the date distributions commence unless under the di stribution option, the an.nuity payments to be made on and after the Part ic ipant ' s " Required Beginning Date" will satisfy the conditions of thi s paragraph. The periodic annuity payment payable to the survivor must not at any time on and after the Participant ' s " Required Beginning Date" exceed the applicable percentage o f the annui ty payment payable to the Participant using the table set fo rth in Q&A-2(e)(2) of § l AO I (a)(9)-6 of the Regulations. The app licable percentage is based on the adjusted Part icipant/Benefic iary age

36

difference. The adjusted Participant/Beneficiary age difference is determi ned by first calculating the excess of the age of the Participant over the age of the Beneficiary based on their ages on their birthdays in a calendar year. If the Participant is younger than age 70, the age d ifference determined in the previous sentence is reduced by the num ber of years that the Partic ipant is younger than age 70 on the Partic ipant's birthday in the calendar year that contains the Annuity Starting Date. In the case of an annuity that provides for increasing payments, the requirement of this paragraph will not be violated merely because benefit payments to the Beneficiary increase, provided the increase is determined in the same manner for the Participant and the Beneficiary. If the fonn of distribution combines ajoint and survivor ann uity fo r the j oint lives oflhe Participant and a nonspouse Beneficiary and a period certain annuity, tbe preceding requirements will apply to annuity payments to be made to the " Des ignated Beneficiary" after the expi ration of the period certain.

(3) Period Certain Annuities. Unless the Participant 's Spouse is the so le "Designated Beneficiary" and the form of di stribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant's li fetime may no t exceed the applicable di stribution period for the Participant under the Uniform Lifetime Table set forth in Regulation § 1.401(a)(9)-9 fo r 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 Partic ipant is the distribution period fo r age 70 under the Unifonn Lifetime Table set forth in Regulation § 1.401(a)(9)-9 plus the excess of70 over the age of the Participant as of the Participant's birthday in the year that contains the Annuity Starting Date. If the Parti cipant's Spouse is the Participant's so le " Designated Beneficiary" and the form of d istribut ion 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 thi s Section 6.S(d)(3), or the joint life and last survi vor expectancy of the Participant and the Participant's Spouse as detennined under the Joint and Last Survivor Table set forth in Regulat ion § lAO I (a)(9)-9, using the Part icipant's and Spouse's attained ages as of the Pa rticipant 's and Spouse's birthdays in the calendar year that contains the Annuity Start ing Date.

(e) Requirements For Minimum Distri butions Where Participant Dies Before Date Distributions Begin.

( I) Participant Survived bv Designated Beneficiarv and Li fe Expectancv Rule. If the Participant dies before the date di striblltion of hi s o r her interest begins and there is a "Designated Benefi ciary," the Participant's entire interest will be distributed, beginning no later than the time desc ribed in Section 6.5(b)(2)(i) or 6.S(b)(2)(ii), over the life of the "Des ignated Beneficiary" or over a period certain not exceeding:

37

(i) Unless the Annuity Starting Date is before the first "Distribution Calendar Year," the " Life Expectancy" of the "Designated Bene ficiary" detennined using the Benefic iary's age as of the Beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or

(ii) If the Annuity Start ing Date is before the first Distribution Calendar Year, the "Life Expectancy" of the "Designated Beneficiary" detennined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year that contains the Annuity Starting Date.

(2) No Designated Beneficiarv. If the Participant dies before the date di stributions begin and there is no "Designated Beneficiary" as ofScptember 30th of the year fo llowing the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31st of the calendar year containing the fifth anniversary of the Part icipant's death .

(3) Death of Surviving Spouse Before Distribut ions to Surviving Spouse Begin. If the Part ic ipant dies before the date distribution of ms or her interest begins, the Participant's surviving Spouse is the Part icipant's sa le " Designated Beneficiary," and the surviving Spouse dies before distributions to the surviving Spouse begin, this Section 6.S(e) wi ll apply as if the surviving Spouse were the Partic ipant, except that the time by which distributions must begin will be determined without regard to Section 6.S(b)(2)(i).

(l) Definitions.

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

(2) Designated Beneficiary. "Designated Beneficiary" shall mean the individual who is designated as the Beneficiary under Section 1.6 of the Plan and is the designated beneficiary under Code Section 40 I (a)(9) and Regulation § 10401 (a)(9)-4 .

(3) Dist ribution Calendar Year. "Distribution Calendar Year" shall mean a calendar year for which a minimum distribution is required. For di stributions beginning before the Participant's death, the fi rst Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains

38

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 Sec tion 6.5(b).

(4) Eligible Cost-of-Living Index. An " Eligible Cost-of-Li ving Index" shall mean an index described below:

(i) A consumer price index that is based on prices of all items (or all items excludi ng food and energy) and issued by the Bureau o f Labor Statistics, including an index for a specific population (such as urban consumers or urban wage earners and clerical workers) and an index fo r a geographic area o r areas (such as a given metropolitan area or state); or

(ii) A percentage adjustment based on a cost-of-living index desc ribed in Subsection (i) above, or a fi xed percentage, if less. In any year when the cost-of-living index is lower than the fi xed percentage, the fixed percentage may be treated as an increase in an Eligible Cost-of-Living Index, provided it does not exceed the sum of:

(A) The cost-of- living index fo r that year, and

(8) The accumulated excess of the an nual cost-of-li ving index frum each prior year over the fi xed annual percentage used in that year (reduced by any amount previously utilized under this Subsection (ii )).

(5) Life Expectancy. " Life Expectancy" shall mean the life expectancy as computed by use of the Single Life Table in Regulation § 1.40 I (a)(9)-9.

(6) Required Beginning Date. " Required Beginning Date" shall mean the April 1 st of the calendar year fo llowing the later of:

(i) the calendar year in which the Participant attains age 70-112, or

(ii) if the Participant is not a " five (5) percent owner" of a Covered Employer at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 70- 1/2, then the calendar year in which the Participant retires. "5-percent owner" mc!.ms a Participant who is a 5-percent o\.\,ner as defined in Code Section 416 at any time during the Plan Year ending with or within the calendar year in which such O\vner attains age 70- 112. Once required minimum di suibutions have begun to a "5·percent owner," they must continue to be distributed, even if the Participant ceases to be a "5-percent owner" in a subsequent year.

39

Sect ion 6.6 Direct Rollover.

(a) Notwithstanding any provision of the Plan to the contrary that would othenvise limit a Distributee's election, a Distributee under this Section 6.6 may elect at the time and in the manner prescribed by the Trustees, to have all or a portion, if applicable, of an Eligible Rollover Distri bution paid in the fonn of a Direct Rollover to an Eligible Retirement Plan that accepts the Disui butee's El igible Rollover Distribution.

(b) For purposes of this Section 6.6, lhe following tenns shall have the following meanings:

(i) Eligible Rollover Distribution. An Eligible Rollover Distribution shall mean any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:

(A) any distri bution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the li fe (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distri butee' s designated beneficiary, or fo r a specified period of 10 years or more;

(8) any distribution to the extent such distribution is required under Section 401 (aX9) of the Code;

(C) the portion of any distribution that is not includable in gross income (detennined without regard to the exclusion fo r net unrealized appreciation with respect to employer securities); and

(0) any distribution with a value of $200 or less.

If an Eligible Rollover Distri bution is less than $500, a Distri butee may not make the election to roll over only a portion of the Eligible Rollover Distribution.

(ii) Eligi ble Retirement Plan. An Eligible Retirement Plan shall mean:

(1\) an eligible plan under Code Section 457(b) which is maintained by a Slate, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a st..1te and which agrees to separately account for amounts transferred into such plan from this Plan;

(8) a traditional individual retirement account or annuity described in Code Section 408(a) or (b) (a "traditional !RA");

(C) fo r di stributions after December 31,2007, a ROlh individual relirement account or annuity described in Code Section 408A (a "Roth IRA");

(D) an annuity plan described in Code Section 403(a);

40

(E) an annuity contract described in Code Section 403(b); or

(F) a qualified defined benefit or defined contribution plan described in Code Section 401 (a),

that accepts the Distributee's Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or fonner Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

(iii) Distributee. A Distributee includes a Participant or fanner Participant. In addition, the Participant'sor former Participant's Eligible Surviving Spouse and the Participant's or rOlll1er Participant's Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(P) of the Code, are Distributees with regard to the interest of the Spouse or fOlll1er Spouse. For distributions occurring after December 31, 2009, a Distributee also inc ludes a Participant's nonspouse designated Beneficiary, in which case, a Direct Rollover will be made in accordance with the provisions of Section 6.6(c).

(iv) Direct Rollover. A Direct Rollover shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(c) Direct Rullover to a Nonspouse Beneficiary. Effective for distributions after December 31 , 2009, a Participant's nonspouse Beneficiary may elect to make a Direct Rolloverof all or a portion of an Eligible Rollover Distribution to a traditional [RA or a Roth rnA that is established on behalf of the designated Beneficiary and that will be treated as rul inherited IRA pursuant to the provisions of Code Section 402(c)( II). If a nonspouse Beneficiary receives a distribution from the Plan, the distribution is not eligible for a 60-day (non-direct) rollover. If the Participant's named Beneficiary is a trust, the Plan may make a Direct Rollover to an [RA on behalf of the trust, provided the trust satisfies the requirements to be a Designated Beneficiary within the meruling of Code Section 40 I (aX9)(E). A nonspouse Beneficiary may not roll over an amount that is a required minimum distribution, as detennined under applicable Treasury regulations and other [ntemal Revenue Service guidance. If the Participant dies before his or her Required Beginning Date and the nonspouse Beneficiary rolls over to an lRA the maximum amount eligible for rollover, the Beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treasury Regulation § 1.40 I (a)(9)-3, A-4(c), in detemlining the required minimwn distributions from the IRA that receives the nonspouse Beneficiary's distribution. The detemlination of any required minimum distribution Wlder Code Section 40 I (a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18, 2007-5 I.R.B. 395.

41

Section 6.7 Notice and Consent. Except for distributions made to a Participant in accordance \A.i'lth Section 5.6 for an amount not in excess of the applicable limit under Code Section 41 1 (aXi l )(A), current ly $5,000, the following notice and consent requirements shall apply:

(a) Effect ive for Annuity Starting Dates on or after February I, 2006, no consent shall be valid unless the Participant has received a general description of the material features and

an explanation of the relative values of the optional fonns of benefit available under the Plan that would satisfy the notice requirements of Treasury Regulation § 1.417(a)·3.

(b) The Participant must be infornled of the right to defer receipt of any distribution until the Participant's Accnlcd Benefit is no longer lmmediatcly distri butable, and for plan years beginning after Dt.'Cember 31 , 2006, the consequences offailing to defer any distribution. If a Participant fai ls to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shaU not apply with respect to distributions which are required under Sa:tion 6.5. An Accnlcd Benefit is immediately distributable if any part of the Accrued Benefit could be distributed to the Partic ipant (or surviving Spouse) before the Participant attains (or would have attained if not deceased) the later of Nonnal Retirement Age or age 62.

(c) The Trustees shall provide a notice rt'luired by §1.4 II (a)-II(c) of the Income Tax Regulations to each Participant, EUgible Surviving Spouse, or Spouse or fonncr Spouse who is the alternate payee as described above, no less than 30 days and no more than 180 days before the Annuity Starting Date.

Notwithstanding the above, the Annuity Starting Date may be a date prior to the date the explanation is provided to the Participant irthe distribution does not commence unti l at least thirty (30) days after such explanation is provided, subject to the waiver of the thirty (30) day period as provided for in Section 6.1 (c).

(d) Written (or such other fonn as pennitted by the Internal Revenue Service) consent of the Participant to the distribution must not be made berore the Participant receives the notice and must not be made more than 180 days before thc Annuity Starting Date.

If a distribution is onc to which the Qualified Joint and Survivor Annuity requirements tmder Code Sections 401 (a)( ll ) and 417 do not apply, such distribution may commence less than 30 days after the notice required under § 1.411 (a)- I I (c) or the Income Tax Regulations is gi ven, provided that:

(i) the Trustees clearly inJonn the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if appl icable, a particular distribution option), and

(ii) the Participant, aRcr receiving the notice, aflinnatively elect<> a distribution.

42

ARTI CLE VII

A I>M INIST RA TlO N OF T HE I' ENSIO N I' LAN

Section 7.1 The T r ustees and their Authority. The Pension Plan shall be managed and administered so lely by thc Trllsk.'Cs. and the Trustees shall have fXJwer and authority to exercise their discretion in making decisions in all matters pertaining to the management and administration of the Pension Plan.

The Trustees shall have the ri ght to decide in their soh: and exclusive di scretion all questions arising from or respecting the interpretation. app lication or administration o r the Pension Plan induding. but not limited to:

(1) the rules of participation under th.: Pension Plan;

(2) the rules of eligibility for benefil<; under the Pension Plan; and

(3) the resolution of factual disputes in benefit or Beneficiary isslies or disputes.

The d~ci s ions of the Trustt:es, and the exercise or their di sc retion. shall be final.

Any constnlction, interpretation. decisions or applic<ltion of the Plan b)' the Tnlstecs shall be conclusive and binding on all parties. The Tnlstees shall have full authority and disc retion to constnlc the provisions of th is Pension Plan illld to detcmlint: their authority thereunder.

The Trustees shall also make slLch rules and prescribe such procedures for the administration of the Pension Plan as the)' shall deem necessary (Uld reasonable.

The Tnlstees may authorize one or more of their members or any agent to act on their behalf and may COnlnlCl fo r an investment manager. and actuarial. legal. investment advisory. medical, accollnling. clerical and other services to cany~out the Pension Plan. 11,c costs of such services and the expenses or the Tnlstees shall be paid from lhe Tnlst Fund including payment of required premiums to the Pension Beneli t Guaranty Corporation under Title IVaI' ERISA. bonding requ ired by ERISA, and insumnce pcnnittcd by ERISA. The Trustees may rel y upon valuations. certi ficmes. opinions. and reports fumished by an appointed accountant enrolled actuary, or legal counsel. The Trustees shall be fu lly protec ted in respect of any action taken or non-action by them in good fa ith in re liance upon any Stich valuations. certi fica tes. reports, or opinions and all such actions or nOIHlctions shall be conclusive upon all persons having or claiming to have any interest in the Pension Plan.

The Trustees shull discharge their duties under the Plan solely in the interest orthe Participants in the Plan and their Beneliciaries and (I) for the exclusive purpose of providing bt:nefits to such Participants and their Beneficiari es and defraying reasonable expenses of administering Ihe Plan; (2) with the care. skill , prudence and diligence under the circumstances then prevailing that a prudcllt man aCling in a like capacity and familiar \vith such matters would use in the conduct of an enterprise of a like character and with like aims; and (3) in accordance w1111 the provisions or the Plan insofar as they arc consistent with the provisions or ERISA.

43

Section 7.2 Individual Consideration. It is hereby declared as the JX>l icy or the T rustecs that consideration shall be given in any individual case or cases to e.l(tenuating circumstances not l\.'"Cited above. such a.:s. but not limited to. reduced business activity. for the purpose oflibeml izing the conditions which must be met by individuals. Any such liberalization slmll be on a basis uniformly applicable to al l individuals similarly situated.

Section 7.3 Rights G ranted by Plan.

(a) No Participant. Pensioner. Beneficiary or any person claiming by or through any such person, shall have any right, interest or title to any ~nefit under the Trust Agreement. the Pension Plan or the Trust Fund. except as such right, interest or ti tle shall have been slX--cifically gmnted pursuant to the lenns of the Pension Plan.

(b) The cstablishmcnt of thl.! Pension Plan shall not confer any legal rights upon any Employee or Participant for con tinuation of his emplo)1TIent nor shall it interfere with the right of the Employer with \vhom he is employed to discharge him and to treat hi m without regard to the effect that such treatment might have upon him as a Participant.

Scction 7A Limitations Upon Beneficial Rights of Emplo)'c(.'S. All bene fi ts. while undistributed and in the possession orthe Tmstees or their designee. even though vested or distributable, shall be f'rcl:: from the interference and control of any creditor. No ~ndits shall be subject to any assignment or other anticipation, nor to seizure or to sale under any legal. equitable or other process. [n the event that any claim or benefit shall. because of any debt incurred by or resulting from any other claim or liabili ty against any Participant, Pensioner, or Benelic iary, by reason of' any sale, assignment, transfer. encumbrance, anticipation or other disposition mad\.! or attempted by said Participant. Pensioner, or Beneficiary. or by reason or any seizure or sale or attempt.:d sale under .. my legal, equi table or other process. or in any suit or proceeding. become ~yable to any person othcr than the Palticipanl, Pensioner or Bendiciary for whom the same is intcndl::d, as provided hert:in: pursuant hereto, thl:! Trustees shall have power to withhold payment of such benefit to such Panicip..'lIlL Pensioner or Benefic ial}' until suc h ao;signmcnt, transfer, encumbrance. anticipation or other disposition, \\Tit or legal process is canceled or withdrawn in Stich manner as sha!1 be satisfactory to the Trustees. Until so canceled or \vithdra\\11. the Tmstees shall have thc right to usc and apply the benciits as the Trustees may seem best, di rectly lor the support and maintenance of such I)articipunt. Pensioner. or Beneficia!)'.

This provision shall not apply to a "qualified domestic relations order" defined in Code Section 414(p), and those other domestic relations orders penllitted to be so treated by the Trustees undl.:r the provisions of the Retirement Equity Act of 1984. The Trustees shall establish a \\Tinen procedure to detemline the qualified status of domestic rclations orders and to administer di stributions under such qualified orders. Further. to the extent provided under a "qualified domestic relations order," a fonner Spouse of a Participant shall be treated as the Spouse or Eligible Surviving Spouse for all purposes under the Plan. Efrective Apri l 6. 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations oreler (QDRO) will nol !llil to be a QDRO: (i) solely ~cause the order is issued aller, or revises. another domestic relations order or QDRO; or (ii) solely because of lhe time at which the order is issued, including issuance alter the Annuity Starting Dale or after the Participant's death. Such domesti c relations order described above is subjecllo the same requirements and protections that apply IOQDROs.

44

EfTective January I, 1998. th is pro\'ision shall also not apply in the C<L'ie of a conviction ofa crime involving the Plan, or for a civil judgment (including a const;!nt order or decree) or settlement agreement fo r vio lation of ERISA liducial)' rules in accordance with Code Section 401 (aX 13)(e),

Section 7.5 Informat ion to be Furnished. The Trustees shall have the right to requin:. as a condition prect;!dent to the pa)111ent of any benefit under the Pension Plan. all infonllution which they reasonably del!lll necessary, including. but not limited to, records ofelllploYTllt;!nt. proo[<; of dates of birth and demh. and evidence ofcxistence. and no bendit dependent in any way upon such information shall be payable unless and until the infomlation so required shall be furnished, Such evidence shall be furnishcd by thc Union. Employers, Participants, Pensioners, Beneficiaries and any other persons claiming to be entitled to any payment. as the Trustees may detcnninc to be applicable,

Irany Participant makes an inaccurate statement material to hi s application for benefits, an appropriate adjustmcnt will be made on the correct facts when detennincd and the Tmstees shall have the right. by seton: against fu ture payments due to such Employee, or by other means. to recO\'er any overpayment made in reliance upon such inaccurate statement.

Section 7.6 Incompetence of Participant, Pensioner or Ilencfiei:try. If any Participant, Pensioner or Beneficiary is. in the judgment of the Trustees. legally, physically or mentally, unable to care for hi s allairs. the Trustees may direct that any payment due (unless prior claim theretofore shall ha\'e been Illade by a duly qualified guardian or any other legal representative) be paid to the spouse. parent, brothcr or siSler or other person deemed by the Trustees to be maintaining or have custody of the Participtmt, Pensioner or Benelie iary otherwise entitled to payment. Any such payment shall be a payment for thl.! <It:cuunt of the Panicipant, Pensioner or Dendiciruy and shall be a complete discharge of any liability of the Trust Fund and of the Trustees.

Section 7.7 Payment to Minor Ileneficiary. If the Bencficial)' or any Participant shull be a minor and no guardian shall have been appointed for him. the Tmstees may retain any payment due under the Plan fo r his benefit until he <lltains majority. Such anlount. as authorized by the T nlstees. may be held in cash, deposited in bank accounts. or invested and reinvested in direct obligations afthc United States, or retained in the Trust Fund, and the income thereon Illay be accumulated and invested. or the income and principtll may be expended and applied directly for the maintenance. education and support of sllch minor \dthollt the intervcntion of any guardian and without application to any COllrt,

Section 7.8 Unclaimed Benefit s. I r a Participant or Beneficiary entitled to rccei\'e payments cannal be located by the Plan Administrator. aftt':r a reasonable ellort and within a reasonable period of time. such entitlement shall be rt':tained in the Trust for a period of sevcn (7) years and then shall be 10Sl by reason of escheat. Such loss under Statl! law shall not be a forfeiture, Should lhe Participant make a claim for benefits prior to sllch benefits being lost by escheat. sUl:h benefits shall be reinSl<l!l:d,

45

ARTICLE VII I

CLA IMS PROCEDURE

Section 8.1 When the claim ora Participant or 13enclic iary ("Claimant'") is processed. it shall initially be the responsibil ity of tht: Administrator of the 17und to dt:cide what benefit the Clai mant is entitled to, in accordance: with the benefit provided by the Plan. In the evenl that the clai m is partially or totally dc:n icd. the Claimant simi!. within a reasonable amount of time. but no lah.:r than 90 days fo llowing the Administrator's receipt orthe cla im. be advised in writing by the Administratorofthc: n:asons for said denial \\;th spccilic references to pertinent Plan provisions and shall be given a description of any additional material or infonllation necessary for the claim to ~ honored and an explanation of \vhy slich infomlu tion or material is necessary. Said infommtion shall be prO\ ided in a manner calculmed to be understood by the Claimant. If: fo r special circumstances, additional time is needed by the Administrator to process a claim. the 90 day period may be ex tended but not beyond 180 days orthe date the claim was ori ginally filed. The Administrator shall nOli ly the Claimanl \\ilhin the initial 90 day period that addilional limc is needed and explain the reason lor the extension.

Lr the Claimant desires to appeal the denial ofbenclits. he or she shall communicate said desire 10 appeal by sending a certified or registered leiter to the Administrator ol'the Fund within 60 days of recei pt of the written notice of denial.

The Administnllor of the Fund shall refer tht;: appeal LO the Board of Tntstees. The Board of Tnt stees shall. if possible, hear the appeal at its next regu larly scheduled meeting. or the io llowing mccting if the appenl is I\:ccivcd wi th in JO days of tlte mccting. or at a specially convened ma:ting. I he Board of Tntstces shall have the right to ddegate the power to conduct a hearing 10 onl.! or more Trustees.

The Claimant may review pertinent documents and submit isslles and comments in , ... Til ing to thc Ooard of Trllstees. AI any such hearing, the Clai mant shal l be entitled to be present and 10 present his or her position and any ev idence in support thert'Of. The Claimant may be rcpresenlcd at any slIc h hearing by an anomey or by any other representative of his or her choosing at hi s or her 0\VT1 expense. Not later than 120 days after the request for review orthe den ial oCthe claim. the Board of Trustees shall issue a \\Tittcn dec ision rcantnning. modi l}'ing or setting aside the Board of Trustees' prior detennination or taking any other such acti on as thc Trustees d(.'em appropriatc. The decision of the Board ofTnistecs shall be final and binding in the mat(i.;r or the appeal.

Sectioll 8.2 The procedures spec ified in thi s Artkle VIII shall be the sole and exclusive procedures avai lable to a Participant or Bene!iciary who is dissatisfied with an el igibility detennination or benefit award by the Tmstccs.

46

ARTICLE IX

FUNDING AND FORFEITURES

Section 9.1 No contributions shall be required under the Pension Plan of any Participant. All benefits shall be provided solely out of the Trust Fund created by Employer Contributions. Such Employer Contributions shall be in an amount as determined from time to time in accordance with the Collecti ve Bargaining Agreement in force.

Section 9.2 For the purpose of funding the Plan, each Employer shall make periooic contributions to the Trust, in accordance with its Collective Bargaining Agreement with the Local Unions or with its agreement with the Trustees, based upon the number of hours of time paid to each of its Employees.

Section 9.3 Such contributions shal l be paid into the Trust to be held by the Trustees. A corporate trustee may be appointed by the Trustees to invest such contributions in accordance with the terms of the Trust and to pay the pensions provided for in this Plan as directed by the Trustees.

Section 9.4 The Trust shall be used only to pay pensions as provided for in this Plan and to defray the reasonable expenses of the Plan pursuant to authori zation by the Trustees, including actuarial, administrative, accounting and legal services and compensation of the corporate trustee, if any.

Section 9.5 No Employer shall be liable to pay any pension hereunder but the same shall be payable onl y from the Trust created by the contributions of the Employers, unless slich Em ployer is in defalllt as to making the required contributions and filing the required reports.

Section 9.6 Payment by an Employer of its contributions as provided in Section 9. 1 hereofshal l be in complete d ischarge of such Employer's financial obligation under the Plan and it shall have no liability in respect to any contributions due by any other Employer. Non-payment by such Employer of its contributions shall not relieve any other Employer from the obl igation to make payment of ils contribution hereunder. If the participation of an Employer shall be tenninated for any re3!)on, it shall have no liability for any future payments to the Trust, but shall remain liable for all past payments due, any required reports and any withdrawal liability under ERISA.

Section 9.7 Employer contributions which are made by a mistake of fact, or which are conditioned upon the deductibility of the contributions in accordance with the Code, may be returned to the Employer, to the extent indicated below, within one ( I) year after the payment of the contributions. The amollilts which may be returned to the Employer are the excess of (a), the runounts contributed, over (b), the runounts that would have been contributed had there not occurred a mistake of fact or a mistake in detcmlining the deduction.

Section 9.8 Forfeitures shall not be used to increase the benefits that any Employee would otherwise receive under the Plan at any time prior to the termination of the Plan or the complete discontinuance of contributions to the Plan, but shall be anticipated in detennining the costs under the Plan.

47

ARTICLE X

AMENDMENT AND TERM INATI01l' OF l' ENSI01l' I' LAN

Section 10.1 Amendment of the Pension I' lan. The Trustees may at any timt: modify. alter or amend the Pension Plan in any reslXct. retroacti vely or othcnvise by a written instrument signed by the Truslt:cs; provided, however. that it is the intent of all parties to the Pension Plan that at all times the Pension Plan and the TrLlst Fund shall confonn to all applicable laws, and any regulations or rulings issued \v1th respt.--ct thereto. including but nOllimilt:d to. ERISA and the Labor Management Re lations Act of 19-t7, a'i amended, and that the Pension Plan and the Trust Fund shal l meet the requirements for a "quulilied" plan and a tax-exempt tnisl under the provisions of the Intemal Revenue Code as now in force or as hereaHer amended or superseded. <md further that Employer Contributions to the Trust Fund shall be deductible by the Employers for income ta.:-.: purposes. At no time shall an amendment

(a) reduce the Accnlcd ilendit or the vested Retirement ilene li t of any Partic ipant under the Plan at thc date the amendment is adopted. except us may be pcmlitted by the United States Department of Labor. or

(b) divert any part or tile assets of the Trust to purposes other than for the exclusive ocnclit of Participants. Pcnsioners. Surviving Spouses. or Beneficiaries who have an interest in thc Plan.

For purposcs of this paragmph. a plan amend ment (including a change in lile actuarial basis for dctcnnining optional or carly retircmell t lxnefits) which has the en~ct 01'( I) eliminating or reducing an Early Retirement Bellelit or a rctin:ment-typc subsidy. or(2) cJiminating an optional ronn ofbencfi t. \ .... ith respect to benefits attributable to service before the amendment shall oc treated as reducing Accmed Benefits. In the case ofa retirement-type subsidy. the preceding scntence shall apply only with respect to a Part icipant who satisfies (e ither bdore or after the amendment) the pre-amendment condi tions for the subsidy. In geneidL a retire!l1l.!nt-typc subsidy is a subsidy that continues after retirement. but does not include a qualified disability benefit. a mcdical ocnefit . a social security supplement. a death henelit (including life insurance), or a plant shutdown bcnctit (that does not continue aftcr reti relllcnt age). Notwi thstandi ng the preceding sentences. a Participant's AccnJed Benefit. early retirement bcne li l. retiremcnt-Iype subsidy, or optional fom, ofocnefit may be reduced to the extent pemliued under Code Section 412(c)(8) (for plan years beginning on or ~fore December 31. 2007) or Code Sec tion 412(d)(2) (for plan years beginning alter December 31. 2007). or to the extent pemlillcd under §§ 1.411 (d)·3 and 1.411 (d)-4 of the T rca'5UI)' Regulations. For purposes of this paragraph. a retirement-type subsidy is the excess. if any. of the actuarial present value of a retirement-type bc:nefit on:r the actuarial prcsent value of the Accmed Benelit commencing at Nonnal Retirement Age or at actual commencement date. irlatcr, with both such actuarial rrcsent values cktcnnined as or tbe date the reti rement-type benefit commences.

Notwithstanding the abovc. eOecli vc for plan years beginning on or alter January I. 2008. if'thc status for a Illultiemployer plan is certilied as "criti cal'" by thc Actuary. reductions may be made to "adjustable ocncfi ts" in accordance with a Rehabilitation Plan adopted by the Board ofTrustccs. as pcmlittedunder Section 432 of the Code.

48

Section 10.2 Termination of the I)cnsion Phtn. The Trustees may at any time tcmlinatc the: Pension Plan in accordance with the temlS of thi s Plan and the Trust Agreement by a written instrument signed by the Trustees.

Section I 0.3 P~lrti,, 1 Termination. Upon the withdrawal or exclusion from the Plan o r a group of Participants which constitutes a partial tennination of the Plan, the Tnlstees shall allocate and segregate for the benefit of the Participants wi th respect to wh ich the Plan is being It:.:nninated the proportionate interest of such Participants in the Trust Fund. Such proportionate interest shall be ddennined by the Actuary. The Ac tuary slmll make th is detenninat ion on the basis ol'the provisions of thi s Article and such other considerations as the Ac tuary deems (Ippropriate. The funds so allocated and segregated simi I be used by the Trustees to pay benefits to or on behalf of Participants in accordance with Section 10.4.

Section lOA Application of Trust Fund. Upon tennination of the Plan, or upon withd rawa l or exclusion of a group of Partic ipants constituting a partial termination of the Plan. each such Participant"s ~ncfit. delennined prior to the date of termination , shall become ful ly vesled and non­fo rfeitable to the extent funded. The assets of the Trust Fund. or the portion thereof segregated in accordance with Sect ion 10.3 shall be applied (after provision is mad\! for the expenses of such applicati on) by the payment or provision for the payment of benefits in the following order of preference:

(a) Certain Benefits Pavablc Three Years Prior to Termination. First, to provide benefits Ihat tx~OtnC payable threl.! or morc years before the date of temlination of the Plan. or would have become payable as of the Ixginning of such thrce-year period had the Participant retired prior to the beginning o f such three-year period. provided that

(i) the portion of"the Retirement Benefits payable to a Participant or the Beneficiary of a Participant (or that \l,Iou ld have been payable) sha1l be based on the provisions of the Plan in e lrect during the fi vc-year period immediately pn..-ceding the date of tennination of the Plan under \vh ich sllch Retirement Benefits would be the least; and furthe r provided lhat,

(ii) thl.: lowest bendit payable during such three-year period in accordance with subparagraph (i) shall be considered tht.: benefit payable for purposes of this category (a).

(b) Other Benefi ts Eligible for Tennination Insurancc. Second, to the extent that the amount of a Retirement Benefit has not been provided in the foregoing calegory (a). thl.! remaining assets slmll be al located to provide any Retirement Bcndit provided under the Plan for Participants and Beneficiaries to the ex tent guarr:mteed by the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA.

(c) Other Benefits. To the extent that the amount of a Rctirement Bcnefit has not been provided in the foregoing categories. the remaining assets shall be allocated to provide all other non-forfeitable benefits under the Plan and. finally, to provide all other benefits under the Plan.

49

If the assets of the T mst Fund applicable to any of the abovc calegori cs are ;llsuOic ienl 10 providc fu ll bene fits for all persons in such group, the benefits othcf\vise payabk 10 such rx:rsons shall be allocated pro rata on the basis o f the present valuc of bcnelits as o r the tenni nation datc. The Trusll!cs are authorized to set up subcategories \\; Ih; n the abon: categories of priority of payment. -me Actuary shall calculate the allocation o r the asscts orthc Trust Fund in accordance with the above priority catcgories, and certify his calculations 10 thl.! Trustees.

Section 10.5 Finality of Payment Prior to making any di stribution under the tenns of Section 10.4. the Tmslees shall sat is fy themselvcs that thi s procedure complies with applicablc law and shall obtain such waivers and authori zations from Participants or others as they deem advisable .

Section 10.6 No n· l);nrs ion of Assets. No part orthc assets or the Trust Fund. by reason or any amcndment or othef\vi se. shall at any time be used for, or diverted to, purposcs other than lo r thc exc lusive bcnd i t of Parti cipants. lonncr Partic ipants. or their 13eneliciaries, and for the payment of admi nistrati\'e expenses under the Plan. or a'i \.,.; ]1 cause or pennit the a<;sets of the Trust Fund to revert to or become the property of the Covered Employers except as otherwise providt:d herei n or when all obli gations to all persons LInder the Plan have been fully sat isfied.

Section 10.7 Merger and Consol id<ltion of Plan, Tnlnsfcr of Plan Assets. [n the case orany merger or conso lidat ion with. or transfer o f assets and liabilities to any other plan. provisions shall be made so that each Part icipant in the Plan on the date thereof would receive a benefit immediately aftcr the merger. consol idation or transfe r whic h is eqllnl to or greater than the bene fi t he \\,ollid have been enti tled to receive immcdiately prior to the merger. conso lidation or transfer i f the PI,m had then tcnninated.

50

ARTI CLE XI

MAXIM UM LlMITATIOr;S ON INDIVIDUAL RETIREMENT BENEFITS

Section 11.1 Limitation on Benefits a nd Final -11 5 Regulations.

(a) Final 4 15 Regulations. The limitations in this Article Xl shall apply for Limitation Years b\!ginni ng on or after July 1,2007. except as otherwise provided herein.

( I) lncomoration bv rcrcrenc~. The lim itat ions. adju!:>tmcnts. and other requirements prescribed in the Plan shall comply with the provisions arCode St:clion 4 15 and the final Regulat ions promulgated thereunder, the terms or which are spcc ilically incorporated herein b) reference lor Limitation Years bt:gi nning on or alte r July 1. 2007. except when: an earli er efTective date is othen .... ise prov ided in the [inal Regulations or in this Article XI. Ilowcver. \\ here the final Regulat ions permit the Plan to specify an alternati ve opt ion to a default option set forth in the Regulations. and the alternative opt ion was available under statutory provisions. Rt:gu lations. and other pub lished guidancl! relating to Code Section 415 as in elTcct prior to April 5,2007, and the Plan provisions in e!Tect as of April 5, 2007 incorporated the alternative option. sa id alternat ive option shall remain in eflect as a Plan provision for Limitation Years beginni ng on or after July I. 2007 unless another pl.!mlissible option is indicated b~lo\\' .

(2) Grandfather provision. The application o f the prmis ions of this Article XI shall not cause the Maximum Annual l3encfit for any Participant to be less than the Participant's accrued benefi t unde r all the defined benefit plans of the Employer or a predecessor employer as of the end of thc last Limitation Year beginning before July 1,2007 under provisions of the plans that were both adopted and in eOecI before April 5. 2007. The preceding sentence applies only if the provisions of such deli ned benefit plans that were both adopted and in effec t before Apri l 5. 2007 sat isfi ed the applicable requirements of statutory provisions. Regulations. and other published guidance relating to Code Section 415 in ellec! as of the end or the last Limitation Year beginning before Jllly t , 2007, as described in Regulation § 1.4 1 ;(a)- I (g)(~ ).

(b) Limit on Accrued Benefits. The Annual Benelit otherwise payabk to a Participant under th is Plan at any lillle sha ll not exc..:cd the Maxi mum Annual l3enefil. as defined in Section 11.2(e) of this Art icle XI. IfIll !.! ben..:fit the Participant would oth!.!rwise accrue in a Limitation Year would produce an Annual Benefit in exc..:ss or the ;vlaximum Annual l3..:nclit. the benefi t shall be lim ited (or the rate of accrual reduced) to the extent necessary so thai the beneli t does not exceed the Ma,ximutn Ann ual Benefit.

; 1

Section t t.2 Definitions.

(a) Annual Benefit, For purposes of this Artic le XI. "Annual Benefi t·' shall mean the benefit payable annually under the teons of the Plan (exc lusive of any bene fi t not required to be considt:red for purposes of applying the limitations of Code Section 4 15 to the Plan) payable in the Ibml ora straight li fe annui ty with no ancillary benelits. Irthe benefit under the Plan is payable in any other rOml. before applying the lim itations of thi s Article XI. the Annual Benefit shall be adjusted, pursuant 10 Sect ion 11.3(d). to an actuarially equiyulent stmightl ife annuity that begins al the same time as such other foml of bene lit and is payable on the ftrst day of each monlh. For a Parti ci pant who has or will have distributions commencing at more than one Annuity Starting Date. the Annual Benefi t shall be delemlined as of each such Annuity Starting DatI;! (and shall satisfy the limitations of this Article XI as of each such date). actuariall y rldjusled lor past and future distributions of benefits commencing at the other Annuity Starting Dates. For thi s purpose, the detemlination of whether a new starting date has occllrred shall be made without regard to Regulation § 1.40 I (a)~20. Q&A 10(d). and with regard to Regulation § IAI5(b)- 1 (b)( 1 )(iii)(B) and (C).

For purposes of this Section Il .2(a). no actuarial adjustment to the benefi t is required for ( I) the value of a qualified joint and survivor annuity. (2) benefits that are not directl y related to retirement bend its (such as a qualilicd diS<1.bility benefit. prc~retircl11ent

incidental death benefi ts. and post~re t irement medical benefits). and (3) the value of post-retirement cost-of- living increases made in accordance with Code Section 4 15(d) <Uld Regulation ~ 1.415-3(c)(2)(iii). The Annual Benefit does no! include any benefi ts attributable to Employee contributions or rollover contributions, or the assets Imnsferred from a qualilied plan that \\as not maintained by the Employer.

(b) Ddined I3enelit Dollar Limitation. Effective for Limitation Years ending after December 31. 200 I. the "Defined Benefit Dollar l.imitation·' is S 160.000. automutically adjusted under Code Section 4 15(d), ellective January I of each year. as publi shed in the Intemrll Revenue Bulletin. and payable in the fonn of a straight I ife annuity. Such dollar limitation as adjusted undcr Code Section 4 15(d) will apply to Limitation Years ending \ ... ·jlh or \\;thin the calendar year lor which the adjustment applies. but a Participant·s benefit shall not renect the adj usted limit prior to January I ortha! calendrlr year. In the case of a Participant who has had a S\!verance from employment with the Employer, the Ddil1(''(\ Benetit Dollar Limi tation applicable to thc Participant in any Limitation Year beginning after the date of severance shal l not be automatically adjusted under Code Section 415(d).

(c) Emplo\'cr. For the plirpoSt: of this Article XI. if the Employer is a member of a controlled group of corporations, trades or businesses under common control (as delined by Code Section 1563(a) or Code S<ction 414(b) and (e) as modified b) Code Section 415(h»). or is a member of an ani lialed service group (as dt:fined by Code Scclion ~ 14(111»). or is required 10 be aggregated with an en lity pursuant to Code Section 4 14(0), all Employees ofstlch Employers shall tx- cons idcr~d to be employed by a single Employer.

(d) Limitation Year. For purposes of applying the limitations of Code Section 415. the "Limitation Year" shall be the Plan Year. All qualified plans maintained by thc Employcr must usc the same Limitation Year. If the Limitation Year is amended to a different twelve (12) consecut ive month period. the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

(e) Ma.\;imum Annual Benefit. A Participant's "Ma\;imuill Annual Benefit"· under this Illultiemployer plan, as dc!ined in Section 414(1) ofthl: Code, is the Defined Benefit Dollar Limitation adjusted as rt'quircd pursllilllt to Sec tions 11 .J(a). (b). and/or (c).

Section 11.3 Adjustments to Annu li l Benefit and Limitations.

(a) Adjustment for less than 10 years of participation. If a Participant has less than 10 years of participation in the Phill. then the Delincd Benefit Dollar Limitat ion of Section I 1.2(b) shall be multiplied by a fraction , (1) the numerator of which is the number o I' years (or part thereof) of participation in the Plan. and (2) the denominator of \vhich is 10. However. in no c"ent shall such fraction bc less than 1/10th.

Year of Participation. For purposes of this Subsection (a). "year of participation" shall mean each accrual computation period for which the following conditions arc met: (I) the Participant is credih.:d with at least the number of Hours of Service for benefit accrual purposes. requ ired under the terms of the Plan in order to acc rue a bendit for the accrua! computation period, and (2) the I)articipant is includlo!d as a Pmticipant und('r the eligibility provis ions of the Plan for at least one day of the accrual computation period. I f these two conditions arc mel. the portion of a year of parti~ipation credited to the Participant shall equal the amount of benefit accrual service cn:dited to the Participant for such accrual computation period. A Participant who is permanently and totally disabled within the meaning of" Code Section 415(c)(3)(C)(i) for an accrual computation period shall receive a year of participation with respect to the period. In addition. for a Participant to receivc a year of participation (or part thereot) for an accrual computation period. the Plan mllst be established no later than the last day of slIch accrual computation period. In no event \vill more than one year of participation be credited for any 12-month period.

(b) Adjustment For Benefit Commencement Before Age 62. Effective for benefits commencing in Limitation Years ending after December 3 1. 200 I , if the Annuity Start ing Date for the Participant's benefit is prior to age 62 . the Defined Benefit Dollar Limitation ofSlo!ction I !.2(b) at the Participant' s Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity that is the actuarial equivalent of the Ddined Benefit Dollar Limitation beginning at age 62 (adjusted under Section 11.3(a) for years of participation less than 10. if requi red). For this purpose. the Dl:'lined Bl!nefit Dollar Limitation of Section I 1.2(b) applicable at an age prior to age 62 is computed by using the lesser orthe actuarial equivalcnt (at such age) or lhe Defined [3enclit Dollar Limitation computed lIs ing ( I) the interest rate and mortality tabk (or other tabular factor) speci fi ed in Section 1.2, and (2) a 5

53

percent (5%) interest rate assumption and the "Applicable Mortality Table:' as defined in Sec ti on 1.2. Any decrease in the Ddined Bl.!ncfit Dollar Limitat ion of Section 11. 2(b) detcrmined in accordance with this paragraph shall not re ncct a mortali ty dec rement if bendits are not fo rfeited lIpon the death of the I)articipant. If any benefits arc forfeited upon death, the full mortal ity dec rement is taken into account.

Notwithstanding any other provis ions of thi s Sec tion \\.3(b). the agc·adjustcd dollar limit applicable 10 a Partic ipant shal l not decrease on account of an increase in age or the performance of additional services .

(c) Adjustment For Benelit Commencement After Age 65. Eflective for bcndits commencing in Limitation Years end ing after Decem bl.!r 3 1, 200 I. if the An nui ty Starting Date for the Partici pant 's benefit is after age 65 , the De fined Bene li t Dollar Limitation of Section 11 .2(b) at the Part icipan t's Annu ity Start ing Date is the annual amount ofa benelit payab h! in the form ora straight life annuity that is the actuarial equivalent of the Defined Benefit Dollar Limitat ion beginning at age 65 (adj usted under Section 11.3(a) ror years of part icipation less than 10, if required). For thi s purpose, the Defined Benefi t Dollar Limitation of Section 11 .2(b) applicable at an age after age 65 is computed by usi ng the lesser of the actuarial equivalent (at such age) of the Defined Benefi t Do ll ar Limitation computed using ( I) the interest rate and mortality table (or other tabular factor) specified in Section 1.2. and (2) a 5 percent (5%) interest rate assumption and the ··Applicable Mortality Tabk." as defined in Section 1. 2. For these purposes. mortality between age 65 and the age at wh ich ~nefits commence shall be ignored.

(d) Adjustment For Benelit Forms Other Than Strai!.!lll Life Annuitv. Effecti\'\! for distributions in plan years beg inning a fter Deccmber 31,2003 , the determination of actuaria l equiva lence of forms of benefit other than a st raight Ii fe ann uity shnll be made in accordance wi th Section 11.3(d)( I ) or Sec ti on 11.3(d)(2).

( I ) Benefit Fomls No! Subject to Code Section 417(e)(3 l. The straight life annuity tha t is actuaria lly equi va lent to the Parti cipan t' s form of benefit shall be determined under th is Sec tion 11.3(d)( I) iflhe form of lhc Partic ipan t' s benefi t is ei ther (I) a nondecreas ing annuity (other than a straight life annuity) payable fo r a period or not less than the lifc orthe Participant (or, in the case of a qualified pre·retirclllen t survivor annuity, the lire of the su rviving Spouse), or (2) an annuity that dec reases during the li re of the Participant merely because of (a) the death of the su rvivor annuitant (but only if the reduction is not below 50% of thl.: benefit payable before the death of the surv ivor annuitant), or (b) the cessat ion or rcdlJction of Social Security supplements or qualified disabil ity payments (as defi ned in Code Section 40 1(a)( II )).

54

(A) Limitation Years beginning before July I, 2007. For Limitation Years beginning before July 1. 2007, the actuarially equivalent straight life annuity is equal to the Ullnual amoun t ofthc stra ight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant's form of benelit computed using whichever of the following produces the greater annual amount: (i) the Plan interest rate and Plan mortality table (or other tabular factor) specified in Section 1.2 for adjusting benelits in the same form ; and (ii) a five percent (5%) inten;st rate assumption and the "Applicable Mortality Table" as defined in Sec tion 1.2 fer that Annuity Starting Date.

(8) Limitation Years beginning on or after Julv I. 2007. For Li mitation Years beginning on or after July 1, 2007, tht: actuarially equ ivalen t straight life annuity is equal to the grealerof(l) the annual amount of the straight life annuity (ifany) payable to the Participant under the Plan commencing at the same Annuity Starting Date as the Participant's fo rm of benefit: and (2) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant' s fonn of benefit, computed using a fi ve percent (5%) interest rate assumption and the "Applicable Mortality Table" as defined in Section 1.2 for that Annu ity Starting Date.

(2) Benefit Fonns Subjec t to Code Section 417(e)(3), The straight life annuity that is actuarially equivalent to the Participant 's form of benefit shall be determined under this Section 11.3(d)(2) if the fonn of the I>articipant's benefit is o ther than a benefi t form described in Section 11 .3(d)( I). In thi s case, the actuarially equivalent straigh t life annuity shall be determined as follows:

(A) Annuitv Starting Date in Plan Years Beginning After 2005, If the Annuity Starti ng Dale of the Participant' s benefit occurs during a plan year beginning after 2005, the actuarially equivalent straight life annuity is equal 10 the greatest of (i) the annual amount o rtlle straight life ann uity commencing at the same Annuity Starting Date that has the same actuarial present value as the Panicipant' s form of benefit. computed using the Plan interest rate and Plan mortality table (or other tabular factor) spec ified in Section 1.21er adjusting benefits in the same form; (ii) the annual amount of the straight life annuity commencing at the same An nuity Starting Date that has the same actuarial presen t value as the Participan t's fonn of benefit, computed Llsing a live and one-hal r percent (5.5%) interest rate assumption and the "Applicable Mortality Table," as defined in Sec tion 1.2: and (iii ) the annual amOllnt of tht: straight life annuity cOlllmencing at the

55

same Annuity Starting Date that has the same actuarial prest:nt value as the Participant's form of bene lit. computed using the "Applicable Interest Rate" and the "Applicable Monality Table:' as defined in Section 1.2. divided by 1.05. Ho\\cve r, clTective for benefits with Annuity Starting Dates during Limitation Yt:ars beginning aftcr Dt!cember 31,2008. the annual amount under (iii) of thi s Subsec ti on (A) does not apply to a plan mailllained by an eligible employer undcr Code Section 408(P)(2)(C)(i).

(B) Annuity Staning Date in Plan Years Beginning in 2004 o r 2005. If the Annuity Starting Date of the Participant' s form ofbene!it is in a plan year beginning in 2004 or 2005, the actuariall y equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial prescnt vallIe as the Participant' s form of benelit, computed using whichever of the following produces thc greatcr annual amount: (i) the Plan interest rate and Plan mortality table (or other tabular facto r) speci fied in Sec tion 1.2 for adjusting benefi ts in the same fom,: and (ii) a fi vc and one-hal fpercent (5.5%) interest rate assumption and the "Applicable Mortality Table," as dclined in Section 1.2.

Section 11 A Other Ru les, The limitations or this Article XI shall be detem,ined and ap pli~d taking into account the rollowing ruks:

(a) Minimum Annual Benefit. This Plan may pay a bene lit to any Participant in excess of the Participant' s Maximum Ann ual Benefit if the Annual Benefit derived from Employcrcontribulions under thi s Plan and all other defined bene!it plans maintained by the Employer as a result of collect ive bargaining involving the same employee representati ve as this Illultiemployer Plan does not in the aggregate exceed $10.000 for the Limitat ion Year or for any prior Limitation Year and the Employer has not at any time maintaincd a defined contribution plan. a \ve ll~lrc ben~fit fund under \vhich amounts attribulable to post- retirement medical benefits arc allocated to separate accoutl!s of key employees (as defined in Code Sec tion ~19(A)(d)(3», or an individual medical account in wh ich the Part icipant participatcd. For purposes of thi s paragraph, if thi s Plan provides for vo luntary or mandatory Employee con tributions, such contributio ns will not be considered a separate defined contribution plan maintained by the Employer.

However, if a Participant has fewer than 10 Years of Credit \vilh the Employer. then the $10,000 threshold or the previolls paragraph shall be multiplied by a fracti on, (I) the numerator of which is the number of Years (or part thereof) or Credit \\ ith the Employer. as ch:!ined in Section 3.2 for purposes ol'determining benent accrual. and (2) the dcnominatorof\\h ich is 10. 1100'vcvcr. in no event shall such fraction be less than !/ IOlh .

56

(b) Aggregation of Plans. A multictllployer plan , as defined L1ndcr Section 414(1) of the Code. is not aggregated with any other ll1ultiemployer plan for purpos~s o f any Code Sect ion 4 15 dollar or compensation limitations. For Plan Years beginning on or aftcr Janua ry I. 2002. thc Plan is no longer aggregated with any other non-multiemployer plan for purposes of app lyi ng the Code Scction 415(b)(1 )(8 ) compensat ion li mit to the non-multiemploycr plan.

(c) Effec t on Participants of EGTRRA Increase in Code Secti on 415(b) Limitations. Ene-ctive for Limitation Years ending after December 3 1. 2001, benefit increases resulting from the increase in the limitations or Code Section 415(b) on account of the Economic Growth and Tax Relief Reconci li ation Act 01'200 1 (EGTRRA) wil l be provided to all Employees part ic ipat ing in the Plan who have one I-lour orService on or after the li rst day of the lirst Limi tation Year ending after December 3 1,200 1.

57

ARTIC LE XII

GEi'iE RAL I'ROV ISIONS

Sectio n 12. t Law App licable. All questions pertaining to the validity or constfllc lion of this Pension Plan and of the ac ts and transacti ons o f the parties here to shall be determined In

accordance with the laws of the Commonwealth o f Pennsylvania and app licable Federal law,

Sectio n 12.2 Savin gs C lause. Should any pro\ ision of this I>ension Plan be held to be unla wful. or unlawful as to any perso n or instance, such lact shall not adversely affect the other prov isions herein contained or the applicat ion of said prov is ions to any other person or instance, un less such illegality shall make impossible the funct ion ing of thi s Plan or the Trust Fund. The provision or provis ions held ill egal or inva lid shall be full y severable and thi s Pension Plan shall be construed and en fo rced as if said provis ions had never been inse rted herein.

Sect io n 12.3 Withholding Payment. In the even t any question or di spute shall arise as to tht! proper person or persons to whom any payment shall be made hereunder, the Trustees may wit hhold such payment until tht:re sha ll have been made an adjudication or sllch questi on or di spute which, in the Trustees' sole judgment. is sati sfac tory to them. or unti I the Trustees shall have been full y protec ted aga inst loss by means ofsllch indemnification agreement or bond as they. in their sale judgment. detenlline to be adequate.

Sec tion 12 . ..$ Gender li nd Number. Whenever any words are used in thi s Pension Plan in the masculine gender, they shall also be const rued to include th l.! fe minine or ncuter gendl.! r in all si tuations where they would so apply and whenever any words are used in the plural. they shal l also be const rued to include thc si ngular.

Sect io n 12.5 Articl e lInd Sect ion T itles . The Article and Section titles arc included solely for convenicnce and in no event shall be construed to aOec t or modi fy any part o r the provisions of this Pension Plan or be const rued as part thercof.

Sect io n 12.6 Co un terpart s. This Pl!nsion Plan and any amendments he reto may be e;.;ecllted in one or more counterparts . The s ignature or a party on any counterpart shall be suflicient ev idence o r his execution the reof.

Section 12. 7 Socia l Sccu rit)' . Payments made unde r th is Pension Plan sha ll be in addition to paymcnts made under the hderal Social Security Program o r its Canadian equivalent.

5R

ARTI CLE XIII

TO I'- HEA VY I'LAN PROVISIONS

Section 13. 1 Top-li cavy I'I<ln Req uire ments. For any Plan Year beginning after December 3 1. 200 1 in which the Plan is considered a Top-Heavy Plan. the Plan shall provide the vesting req uirements arCade Sec ti on 416(b) and Section 13.3 orthe Plan and the min imum bene li t requ iremt:nts pursuant to Code Sec tion 416(c) and Sec tion 13.4 orlhe Plan.

Sectio n 13.2 Defini tions.

(a) "Aggregate Accoun t" A Participant's Aggregate Account us of the Dete rmination Date shall be determined under the appli cable prov isio ns orany defined contribution plans used in determining Top- I leav)' 1>lan stat us.

(b) "A!!grcgation Group" shall mean e ither a Required Aggregation Group or a Permissive Aggregatio n Group determined as fo llows:

The '-Requ ired Agl.!regat ion Group" of an Employer includes (\) each qual ificd plan of an Employer in which at least one Key Employee parti cipates o r partic iputed at any time during the dete rminat ion period (regardless o f whether the plan has terminated). and (2) each other qualifi ed plan of the Employer that enables a plan covering a Key Employee to meet the nond isc ri mination requirements of Interna l Reven ue Code Sect ions 401(a)(4) or 410. Each plan in a Required Aggregation Gro up will be Top- Heavy i f the group is Top- l leavy. No plan in a Required Aggregation Group will be Top-Heavy if the group is not Top-Heavy.

A " Permissive Al!gregation Group" consists o f p lans that are req uired to be aggregated plus o ne or more plans (provid ing comparable bt:ne fi ts o r con tributions) that are not required to be aggregated. all of which. when taken together. mee t the requirements of the Intanal Revcnul.! Code Sec tions 40\(a)(4) and 4 10. If a Pennissive Aggregation GrOlJp is Top-Heavy, on ly those plans that are part o f an underly ing Top-Ileavy Required Aggregation Group are Top- Heavy. No plan in a Permiss ive Aggregation Group \\ill be Top- l lea\"y iftht: group is not Top- Ileavy.

Only those plans o f the Employer in which the Determination Dates fait withi n the same ca lendar year shall be aggregatt:d in ord t.:r to determim: whether such plans arc Top-Heavy Plans.

An Aggregati o n Group shall include any terminated plan o rthe Employer ifi t was maintained within the last fi ve (5) years ending on the Determinat ion Date.

(c) -'De terminat ion Date" shall mean. with respec t to any Plan Year beginning alte r December 3\. 1983_ the last day of the preceding Plan Year.

59

(d) "415 Compt:nsation" shall mean the Participant' s wages for Federal income tax withholding under Section 3401(a) of the Code (determined without regard to any rules that limit the remuneration included in wages based on the nature o r location of the employment or the services perfonned) and actually paid to the Participant during the Limitation Year. including any elective deferral (as defined in Code Sec tion 402(g)(3». and any amount which is contributed by the Employer at the election or the Participant pursuant to a salary reduction agreement and which is not includib le in the gross income of the Participant by rcason or Code Sections 125, 132(1)(4). 402(0)(3). 402(h)( I )(8). 403(b) or 457(b). and Employcc contributions described in Code Section 41.f(h)(2) that arc treated as Employer contributions. For this purpose, elTcctivt: as of January I . 1998. amounts not includible in gross income under Section 125 ofthc Code shall Ix deemed to inc lude any amounts not available to a Participant in lieu of group health coverage because tht: Participan t is unable to cert ify that he has othe r health coverage provided the Employe r does not otherwise request or collect information regarding the Partieipant 's other health coverage as part of the enrollment process for its health plan.

Effective for Limitation Years beginn ing on or after July I. 2007, "41 5 Compensation" for a Limitation Year shall not include compensation in excess ofthl.:! limitation undt:r Code Section 401{a)( 17) that is in efli.:ct for the calendar year in which such Limitation Year bt:gins.

Effective for Limitation Years beginning o n or after July I. 2007, "415 Compensation" within the meaning ofSt:ction 415(c)(3) of the Code shall include the following types o r compensation paid after a Participant' s st:\'crance from employment with the Employer provided SllCh amo unts are paid by the later of2-1 12 months aller severance from employment o r by the end orthc Limitation Year that includes the date ofsllch severance from employment. if:

(1) thl.:! payment is regular compensation for sc rvices during tht: Particip~lIlt's regular work ing hours. or compensation for services outside the Participant' s regular \\orking hours (such as overtime or shift differential) . commissions. bonuses. or other s im ilar paymen ts. and the payment would have been paid to the Partic ipant prior to a severance from employment i rthe Participant had continued in employment with the Employer;

(2) the payment is for unused accrued bona rick sick, vacation. orother le3\'c that tht: Participant would have Ixcn able to use if employment had continued; or

(J) the payment is received b~ thc Participant pursuant to a nonqualified unfunded deferred compensation plan. but only if the payment would have been paid at the same time if the Participant had con tinued emploYnll.:!nt with the Emplo)er and onl y to the extent that the pnYlllen t is includ ible in the Participant ' s gross income.

60

Any payments not described above shall not be considered "4 15 Compensat ion" if paid after severance from employment, even if they are paid by the later of 2-112 months after the date of severance from employment or the end of the Limi tat ion Year that includes the date of severance from employment. Back pay, within the meaning ofTreasury Regulation § 1.41 5(c)-2(g)(8), shall be treated as compensation for the Limitation Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included under thi s definition. The following items are specifically excluded from "415 Compensation":

(i) payments to an individual who does not currently perfonn se rvices for the Employer by reason of qua lified military service (within the meaning of Section 414(u)( I) of the Code), but on and after January I, 2009, the exclusion applies only to the extent these payments exceed the amounts the individual would have received if the individual had continued to perfonn services for the Employer rather than entering qualified military service; and

(ii) compensation paid to a Part icipant who is permanently and totally disabled. as defined in Section 22(e)(3) of the Code.

(e) "Key Employee" shall mean those Employees defined in Code Section 416(i)( I) and the Regulations thereunder. Generally, they shall include any Employee or former Employee (including a deceased Employee) who at any time during the Plan Year that includes the Determination Date is (or was):

(I) an officer of the Employer, having annual "4 15 Compensation" greater than $1 30,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002);

(2) a 5-percent owner of the Employer; or

(3) a I-percent owner of the Employer having annual "415 Compensation" greater than $150,000.

(f) "Top-Heavy Plan" This Plan shall be a Top-Heavy Plan for any Plan Year in which, as of the Determination Date, the sum of the Present Value of Accrued Benefits of Key Employees, and the Aggregate Accounts of Key Employees under this Plan and all plans in the Aggregation Group is greater than 60% of the Present Value of Accrued Benefits and Aggregate Accounts of all Key and non-Key Employees under this Plan and all plans in the Aggregation Group.

Ifany Participant is a non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Part icipant 'S Present Value of Accrued Benefit and/or Aggregate Account shall not be taken into account for purposes of determining whether thi s Plan is a Top-Heavy Plan (or whether any Aggregation Group which includes thi s Plan is a Top-Heavy Group). In addition, for Plan Years begirming after December 31, 200 I, if a Participant or Fonner

61

Participant has not performed any se rvices fo r any Employe r participating in the Plan at any time during the one-year period endi ng o n the Determi nat ion Dat~. the Present Value of Accrued Benefit for such Part icipant o r Fonner Participant shall not be taken into account fo r the purpost:s of detennining whether th is Plan is a Top­Heavy Plan.

The calculation o f a Partici pant's Present Value or Acc rued Bt:ncfi t as of a Ddennination Date shall be the sum of:

( I) the Presen t Value of Accrued Bcnetits. based o n the UP-1 98-l. MO rlality Table and a fi ve percent (5%) interest rate. delCnnined as ofth..: most recen t actuarial va luation date which occurs withi n the 12-month period endi ng on the Determination Date; and

(2) any distribu tions made within the Plan Year under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending o n the Detennination Date (du ring the five-year period for di stributions mad(: for a reason other than severance from em ployment. death or di sability). However, in the C<lse of di stributions made after the val uation date and prior to the Detennination Date, such distributio ns arc not included as di st ri blltions for Top- I-Ieavy purposes to the extent that s llch di stri butions arc already included in the Partic ipant 's Present Value of Accnlcd Benefi t as of the valuat ion date. Notwi thstanding anythi ng herein to tht: contrary. all distributions. including distribut ions made prior to January 1, 1984. and d istributions under a terminated plan whic h. if it had not been terminated, would have been req uired 10 be incl uded in an Aggregation Group. will be counted. Further. bene lits paid on account of death, to the ex tent such benefits do not exceed the Present Value o r Accrued Benefits exist ing immediate ly prior 10 death . shall be treated as distributions for tht: purpose of th is paragraph.

For a Participant othe r than a Key Employee. the Presen t Value o f t\cc nled Benefit shall be dcterm ined usi ng the s ingle accrual method used for all plans of the Employer and Affiliated Employers. or if no such single method ex ists. using a method which results in benefits accruing not mo rc rapidly than tht: s lowest accrua l rate permitted under Code Sect ion 411 (b)( 1 )(C).

Sec tion 13.3 Vest in g Requirement. For any Plan Year in which the Plan is Top- l'kavy, a Partici pan t shall have a non-for fe itable right to rcce ivt: 11 Defe rred Vested Ret irement Benefit if hi s employment is tenninaled before death or retirement after he has completed at least t\\O (2) Years of Service. The amoun t of hi s Dderred Vested Retirement Benefit shall be equal to the vested percentage of hi s Accrued Bene fit dClenllined in accordance with the following table:

62

Years of Service 2 , > 4 5 6 or morc

Non-fo rfeitahle Percentage 20% 40% 60% 80%

[00%

[f in any subst:quent Plan Year. the Plan ceases to be a Top-Heavy Plan. the Trustt:es shall revert to the vesti ng schedule in effect before thi s Plan became a Top-I Icavy Plan. Any such reversion shall be treated as a Plan amendment pursuant to the terms of Section 4.7.

Sect ion 13.-4 M inimum Benefi t. Each Participant who is a non-Key Employee shall be entitkd to a minimum benefit equal to two percent (2%) of his average ··4 15 Compensation·' for the hi ghest jive consecuti ve Li mitat ion Years (or ac tual num ber of Limi tati on Years. if less) Illu[tiplit:d by the number of Years of Service ( [ 000 1·lours of Service in a Plan Year) during whic h the Plan is conside red a Top-Heavy Plan. The amount of thi s minimum bene fi t is not to exceed 20% or the average ··41 5 Compensatio n· · under a Stra ight Lif~ Annuity.

For purposes orproviding the minimum benefit under Code Section 416, a non-Key Em ployee who is not a Part icipant so lely because ( I ) hi s Compensation is be low a stated amount or (2) he declined to make mandato ry con tri bu tions to the Plan will be cons idered to be a Participant. Furthennore. such min imum benefit shall be provided rcgmd!ess of\vhether such non-Key Employee is employed on a speci fi ed dale.

In determin ing years of Credi ted Sen, il:l: \\ ith tht: Employer rorTop-l leavy detenllination purposes. any service with Ihe Employer shall be di sregarded to the extent such service occurs during a Plan Year when the Pl an benefits (\vilh in the meaning arCade Section 410(b)) no Key Employee or Fonner Key Employcc. If payment of the minimum benefit commences at a date other than Iht: Normal Rct irement Date, the minimum benefit shall be the Ac tuarial Equivalent orthc min imum b~nefit commenci ng at the No rmal Retirement Dale. pursuant to Section 1.2.

If a non-Key Employee partic ipates in thi s Plan and a defined contribution plan included in a Required Aggregation Group which is Top- Ileav)'. the minimum bendit shall b~ provided under this Plan.

63

ARTIC L E XIV

WITHIJRA WAL LI ABILITY

Section 14.1 \Vithdrawal Liability. An Employer shall pay wi thdrawal liability in accordance with ERlSA and ru les adopted by the Trustees.

Any Contributing Employerwho totally or partially withdraws from this Plan is required to continue funding his proportional share of the Plan's lmfunded vested benefits by making stipulated annual wilhdrawall iability payments to the Plan. However, withdrawall iabiliry under this Sect ion 14.1 is subject to adjustments and dollar limitations in the event of (i) Employer insolvency; (ii) liquidation o r disso lution of individual Employers; (iii) asset sa les to unrelated parties; and/or (iv) pursuant to the de minimis rule. Further, the Employer is required to make level annual payments to the Plan for the lesserof (i) the number ofyears it would take to amortize its withdrawal liability or (ii) twenty (20) years. But if all, or substant ially all, the Employers withdraw, the annual amount payable shall be computed without regard to the twenty (20) year limit and the total unfunded vested benefits of the Plan shall be allocated to all Employers under PBGe regulat ions.

As soon as practicab le aftcr an Employer's complete or partial withdrawal, the Trustees shall notify the Employer of 0) the amount of withdrawa l liab ility and (ii) a payment schedule for paying ofT the liability. In addition, the Trustees shall make written demand to the Employer fo r withdrawal payments in accordance with the payment schedule. Payment of withdrawal li ability must begin no later than sixty (60) days after the date on which the Trustees demand payment. Payments are to be made in four (4) equal quarterly instal lments. Ifa payment is not made when due, interest will accruc on the unpaid amount based on the actuari al va luation interest rate. Furthe r, no penalty will apply if the Employer pre-pays all or part of the outstanding amount of the unpaid withdrawal liability obligation plus accrued interest, if any. The amount detennined to be the Employer's withdrawal liab ili ty for a complete or part ial withdrawal shall be adjusted in the foUowing order to reflect the reductions and limi tations pennitted under the withdrawal rules: (i) any reduct ion under the de minimis rules; (i i) any pro rata reduction in the case of a partial withdrawal ; (iii) the limitation on annual payments under the twenty (20) year payment cei li ng; and (iv) the dollar limitations on withdrawal liability.

In accordance with ERISA Section 4203(b), if substantially all Employees of a Contributing Employe r perfonn work in the build ing and construction industry, a complete withdrawal occurs if:

(a) an Employer ceases to have an obligation to contribute under the Plan, and

(b) the Employer

(i) continues to perfonn work in the jurisdiction of the collec tive bargaining agreement of the type for which contributions were previously required, or

64

(ii) resumes such work within 5 years after the date on which the obligation to contribute under the Plan ceases, and docs not renew the obligation at the time of the resumpt ion.

Sect ion 14.2 Method of Determining \Vithdrawal Liability. In the event that a Contributing Employer withdraws under this Plan, its share of unfunded vested benefits liability, to the extent not otherwise reduced or eliminated under the Multiemployer Pension Plan Amendments Act of 1980 ("MPPAA"), shall be calculated under the "rolling-five" or "one poor' method.

Section 14.3 Withdrawal Liabil ity for Plans in Critica l Status. For any plan years in which the Plan is in Critical Status, in accordance with Code Section 432(b)(2), in detennining an Employer's proportional share, ifany, of the unamortized amount ofa change in unfunded vested benefits referred to in Section 42 11 (b)(2)(E) of ERISA,

(i) contribution surcharges made pursuant to Section 305 of ERlSA shall be disregarded in detennining an employer's withdrawal liabili ty, and

(ii) if any reductions are made to "adjustable benefits" under provisions of a Rehabilitation Plan adopted by the Board of Trustees, as permitted under Section 432 of the Code, an Employer's proportional share of the unamortized balance o f the Plan's "affected benefits" shall be inc luded , as desc ribed in PBGe Technical Update 10-3.

65

ARTICLE XV

ADDITIONAL REQUIREMENTS FOR MULTIEMPLOYER PLANS IN EN DANGERED STATUS OR CRITI CAL STATUS

Section 15.1 Compliance. Notwithstanding anything in the Plan to the contrary, effec tive for Plan Years beginning on or after January 1,2008, if the Actuary certifies thal lhe Plan is in "Endangered Status" or "Critical Status," the Board of Trustees wi ll adopt and implement a "Funding Improvement Plan" or "Rehabilitation Plan," as applicable, and comply with the requirements under Code Section 432 and the Treasury regulat ions thereunder. Such "Funding Improvement Plan" or "Rehabi litation Plan" shall include, bUl is not limited to , the actions to improve the Plan ' s funded percentage to enable the Plan to emerge from "Endangered Status" or "Critical Status," as applicable, including schedules .. vith the revised benefit structures, revised contribution structures, or both, as prescribed under Code Section 432. No later than the 90th day of each Plan Year, the Actuary will cenify whether the Plan is in "Endangered Status" or "Critical Status" for such Plan Year. in accordance with Code Section 432, the Board of Trustees shall annually update the applicable "Funding improvement Plan" or "Rehabilitation Plan," includi ng related schedules, to re tlect the experience of the Plan. The Board of Trustees has the sole discretion to amend and interpre t the '''Funding Improvement Plan" or "Rehabilitation Plan," including any related schedules.

Section 15.2 Benefit Reductions and Restrictions. The Board of Trustees shall comply with the implementation and rules for operation regarding amendments that increase the Plan's liab ilities and place restri ctions on benefits and benefit increases, as described in Code Section 432, during the period beginning on the date the Actuary certifies that the Plan is in "Endangered Status" or "Critical Status," as applicable, and conti nu ing through the end of the " Funding Improvement Period" or "Rehabilitation Period."

Section 15.3 Automatic Employer Surcharge. In accordance with Code Section 432(e), wh ile a Plan is certified by the Actuary to be in "Critical Status," each Covered Employer obligated to make Plan contributions will be required to pay a surcharge, equal to a pe rcentage of the contributions otherwise required, starting in the initial critical year no later than 30 days after rece iving not ification of "Critical Status," and for each succeeding Plan Year. The surcharge will cease to apply to any Employer once its Collective Bargaining Agreement is amended to comply with the Funding Improvement Plan or Rehabilitation Plan.

Section 15.4 Notification. In accordance with the annual certification by the Actuary, pursuant to Code Section 432(b)(3), proper not ification of the "Endangered Status" or "Criti ca l Status" for a Plan Year will be provided to the Participants and Beneficiaries, the Board of Trustees, labor organizations representing Participants, the Pension Benefit Guaranty Corporation and the Secretary of Labor no later than 30 days after such actuarial certification. The Board of Trustees will also provide notification to the Participants, Beneficiaries, Covered Employers, and the labor organizations representing Participants no later than 30 days prior to the effect ive date of the reduction orany adj listable benefits, as defined in Code Section 432(e)(8) and referenced in Section 10.1 of the Plan.

Section 15.5 Definitions. For purposes of th is Article XV, the tenns "'Endangered Status," "Critical Status," " Rehabilitation Plan," " Funding Improvement Plan," " Rehabilitation Period," and "Funding Improvement Period" shall have the meanings ascribed to them in Code Section 432.

66

IN W ITNESS W I·I [ REOr, th~ Board ofTrLJstees of the Plasters' Local 8 Pension Plan has caused

this restated plan to be executed this -LL day or J), C-?-rl b(.r" .2014.

FOR T HE UNION

Tomas 1. Kilk nny, Jr.

V4;f& William Romano

(7)

""f a cs P. Kilkenny

67

FOR T HE EMPLOYERS

Peter Bradley

Howard Dcitz ~

dVL Thomas P. O'Neil

Z;;~. --4 ~~ Edward Lutz