Appendix — Hunger v. AB

“uoreme Court, U.&,

it £ DB

931665 APR 21 1994

No. i OEE O68 THE @LERK

In the

Supreme Court of the United States

October Term, 1993

RICHARD H. HUNGER, LLOYD L. BETCHER and

LAWRENCE F. POSSEHL, on behalf of themselves

and all others similarly situated,

Petitioners,

v.

AB, CD, EF, and GH, whose true and correct names

are unknown, Plan Administrators, Fiduciaries,

Named Fiduciaries, Committee Members and Trustees

of the CLEVITE INDUSTRIES, INC. HOURLY

RETIREMENT PLAN, THE PULLMAN COMPANY,

and CLEVITE INDUSTRIES, INC.,

Respondents.

ON PETITION FOR A WRIT OF CERIORARI TO THE UNITED

STATES COURT OF APPEALS FOR THE EIGHTH CIRCUIT

APPENDIX TO

PETITION FOR WRIT OF CERTIORARI

Richard A. Miller* Matthew B. Newman

Paul Iversen MATTHEW B. NEWMAN, P.A

GORDON-MILLER-O’BRIEN Suite 500

1208 Plymouth Building 701 Fourth Avenue South

12 South Sixth Street Minneapolis, Minnesota 55415

Minneapolis, Minnesota 5542 (612) 337-9590

(612) 333-5831

Counsel for Petitioners

*Counsel of Record

1994 — Bachman Lega! Printing & (612) 338-9618 @ FAX (612) 237-8053

INDEX TO JOINT APPENDIX

Page No.

1. Court of Appeals Decision... A-]

ie: SU ateliteniednte lca Et PN are A-10

3. Memorandum and order (filed June 30, 1992)... A-1]

4. Clevite Industries, Inc. Hourly Retirement Plan ("Clevite

Plan"), including:

* Imperial Clevite Inc. Hourly Retirement Plan

* Supplement One and Amended Supplement One

* Supplement Two and Amended Supplement Two

* First Amendment to Imperial Clevite Plan

* Second Amendment to Imperial Clevite Plan

* Third Amendment to Imperial Clevite Plan

* Fourth Amendment to Imperial Clevite Plan. A-18

5. Purchase Agreement between Clevite Industries, Inc., and

JPI Acquisition, Inc. (pages 1-42)... A-122

6. Response of the Pullman Plan Committee to Plaintiff

Johnson's Claim for Early Retirement Subsidy ........ A-167

7. Response of the Pullman Plan Committee to Plaintiffs

Possehl, Betcher and Hunger's Claims for Early

Retirement Subsidy 0.00 A-175

A-i

10

Merger Agreement between Clevite Industries,

Inc., and The Pullman Company

Internal Revenue Service Form 5310 for the

Clevite Plan

The Pullman Company Retirement Plan (pages

1-2 & Schedules D-1 & D-2)

IRS Favorable Determination Letter

Revised Affidavit of Frederick S. Muenkel

A-264

.A-279

A-284

A-287

United States Court of Appeals

FOR THE EIGHTH CIRCUIT

No. 92-2729

Richard H. Hunger, Lloyd L

Betcher, Lawrence F. Possehl,

on behalf of themselves and all

others stmilarly situated,

Appellants,

AB; CD, EF, GH, whose true and

correct names are unknown, PLAN

ADMINISTRATORS, Fiduciaries.

Named Fiduciaries, Committee

Members and Trustees of the

Clevite Industries, Inc. Hourly

Retirement Plan, THE PULLMAN

COMPANY, CLEVITE INDUSTRIES.

INC.,

Appellees,

Appeal from the United States District Court for the

District Of Minnesota

Submitted: May 13, 1993

Filed: December 17, 1993

A-|

Before BEAM, Circuit Judge, ROSS, Senior Circuit Judge,

and MORRIS SHEPPARD ARNOLD, Circuit Judge

ROSS, Senior Circuit Judge

Appellants Hunger, Betcher and Possehl, former

employees of Clevite Industries, Inc , appeal from the district

court's grant of summary judgment against them based on its

conclusion that the anti-cutback provision of ERISA, section

204(g),29USC § 1054(g), did not preclude the elimination

of their early retirement subsidy Based on our careful review

of the record, briefs and arguments of the parties, we affirm

the decision of the district court

Appellants were employees of the Engine Parts Division

of appellee Clevite Industries in Lake City, Minnesota, and

were covered under Clevite’s Hourly Retirement Plan (the

Plan) Pursuant to the Plan, those who retired at age 65

received normal retirement benefits, while those who retired

before age 65 received normal retirement benefits reduced by

5% per month for each month before the participant's sixty-

fifth birthday However, an “early retirement subsidy” was

also available whereby a participant could retire under certain

circumstances before the age of 65 with a normal retirement

benefit reduced by only 2% per month. In general, in order to

receive the early retirement subsidy, a participant must be at

least 5S years of age and have completed ten years of service

In February 1987, Clevite sold the assets of its Engine

Parts Division to JP] Merger, Inc. (JP1), but did not sell the

assets of the Plan. The appellants, along with other former

Clevite employees, were offered employment with JP]. The

appellants accepted this offer and continued to perform the

A-2

same jobs at the same location for JPI. In July of 1987, The

Pullman Company (Pullman) purchased the stock of Clevite,

as well as the Plan Pullman refused to give appellants the

early retirement subsidy because the appellants had not met

the age and service requirements to qualify for the subsidy

before the Engine Parts Division sale to JPI1'

Appellants brought suit against Clevite, the Plan, and

Pullman (collectively referred to as “appellees") for violating

the anti-cutback provision of ERISA, section 204(g), 29

USC § 1054(g) The district court granted appellees’ motion

for summary judgment concluding that section 204(g) of

ERISA did not prevent Pullman from refusing to provide the

early retirement subsidy because appellants had not met the

Plan's age and service requirements to qualify for the subsidy

before their employment with Clevite ended

I]

Congress enacted ERISA to ensure that an employee

would not lose fully vested, accrued benefits in the event the

employer terminated or amended its pension plan Nachman

Corp v. PBGC, 446 US 359, 374-75 (1980) In 1984,

ERISA was amended to add section 204 (g), which was

intended to prevent retirement plans from being amended to

reduce or eliminate a participant's early retirement subsidy

Section 204(g) prohibits decreases in a participant's accrued

benefit through amendment of the plan on the

following basis

(1) The accrued benefit of a participant under a plan may

not be decreased by an amendment of the plan,

' At the ume Clevite's assets were sold to JP1. appellant Posseh! was

55 and had been emploved by Clevite for 5 years. Betcher was 50 and had

been emploved for 30 vears. and Hunger was 49 and had been employed

with Clevite for 9 years

A-3

(2) For purposes of paragraph (1) , a plan amendment

which has the effect of -

(A) eliminating or reducing an_ early

retirement benefit or a _ retirement-type

subsidy (as defined in regulations), or

(B) eliminating an optional form of benefit,

with respect to benefits attributable to service before the

amendment shall be treated as reducing accrued benefits

In the case of a retirement-type subsidy, the preceding

sentence shall apply only with respect to a participant who

satisfies (either before or after the amendment) the

preamendment conditions for the subsidy

29U SC § 1054(g) (emphasis added)

Under section 204(g), a plan sponsor may not decrease

a benefit subsidy through a plan amendment when the

participant has satisfied the preamendment requirements for

the subsidy at the time of the amendment or would otherwise

be able to satisfy such requirements following the amendment

Thus, section 204 (g) extends to all participants the right to

"grow into” a benefit subsidy by satisfying the plan's

preamendment _ eligibility requirements following _ the

amendment to the plan. This limited benefit protection for

retirement subsidies finds support in the legislative history of

section 204(g)

The bill generally protects the accrual of benefits with

respect to participants who have met the

requirements for a benefit as of the time the plan is

amended and participants who subsequently meet the

preamendment requirements. The bill does not,

A-4

however, prevent the reduction of a subsidy in the

case of a participant who, at the time of separation

from service (whether before or after the plan

amendment), has not met the preamendment

requirements

S Rep. No. 575, 98th Cong., 2d Sess. 28, reprinted in 1984

USCCAN. 2547, 2574 The Senate Report clearly

provides that "the prohibition against reduction of a benefit

subsidy applies to a participant only if the participant

meets the conditions imposed by the plan on the availability of

the subsidy." Id

The first issue to consider in the present case is whether

there has been an amendment to the Plan which serves to

eliminate or reduce the early retirement subsidy The

appellants argue that the Third Amendment to the Plan,

enacted on February 14, 1987, after the sale of the division to

JPI. served to eliminate the availability of the early retirement

subsidy for those employees who were subsequently employed

by JPI. The Third Amendment provides in relevant part

(f) Notwithstanding any other provisions of the Plan

to the contrary, an Employee who is transferred to

employment with J.P Industries, Inc pursuant to

the sale of the assets of the Company's Engine Parts

Division and who, at the time of transfer, had not

completed ten Years of Vesting Service or attained

Normal Retirement Age shall receive credit for

Vesting Service for each full year in which he is

employed by JP I Such an_ individual's

Termination of Vesting Service will be the date the

individual terminates employment with JP I

Employment with JI. will not be taken into

account for purposes of determining Benefit Service

A-5

or, except as provided above, for any other purposes

under the Plan

The Third Amendment, in effect, serves to confer an

additional benefit upon those former Clevite employees who

were subsequently employed by JPI by permitting them to earn

additional service credit toward a deferred vested benefit

during their employment with JPI. However, because of the

limiting language in the last sentence of the amendment, this

benefit enlargement does not apply to the early retirement

subsidy. Appellants contend this limitation operates as an

amendment to the Plan by eliminating their opportunity to

receive the early retirement subsidy. However, this refusal to

extend the opportunity to grow into the eligibility for the

subsidy can only be considered an amendment which would

trigger section 204(g), if the appellants were otherwise entitled

to such extension under the original Plan. In other words, but

for the Third Amendment, the appellants would have been

entitled to earn additional age and service credits toward the

early retirement subsidy by their subsequent employment with

JPI

The Plan in the instant case, however, prohibits such a

possibility. Here, under the plain language of the Plan, the

employees will earn age and service credits as participants of

the Plan “until [their] employment with the Company and

Affiliates terminates." The term "Company" is defined in the

Plan as “Imperial Clevite, Inc." Therefore, once the

participants began their employment with JPI, they were no

longer employed by Clevite and were thus unable to satisfy the

Plan's express eligibility conditions.

Our foregoing analysis renders two conclusions, both of

which are fatal to appellants’ claim. First, because the

appellants were never entitled to apply employment with a

successor company to their age and service requirements

under the original terms of the Plan, there was no amendment

A-6

:

:

:

i

to the Plan by virtue of the Third Amendment, and the

protection of section 204(g) does not come into play. Second,

even if we assume there was an amendment to the Plan, the

protections of section 204(g) apply only if the participant can

"satisfly] (either before or after the amendment) the

preamendment conditions for the subsidy." 29 USC. §

1054(g)(2). Because the appellants are no longer employed by

Clevite, as expressly required by the conditions of the Plan,

they are unable to satisfy the preamendment eligibility

conditions and section 204(g) will not serve to preserve their

entitlement to the early retirement subsidy.

Relying on the legislative history of section 204(g) as

support for their position, the appellants cite a recent case

from the Third Circuit which held that an employee who

continues in the same job for a successor employer is not

"separated from service"? so as to preclude his or her

opportunity to grow into the retirement subsidy. Gillis _v.

Hoechst Celanese Corp., 4 F.3d 1137, 1147 (3d Cir. 1993).

The Third Circuit supported its conclusion primarily through

reference to Internal Revenue Service revenue rulings that the

court conceded do not directly apply to either section 204 (g)

of ERISA. nor to its companion section of the Internal

Revenue Code, 26 U.S.C. § 411(d)(6). Although the court

noted that the "separated from service" language does not

expressly appear in section 204(g), it found, nonetheless, that

"in interpreting neighboring sections of the IRC, the IRS has

consistently taken the position that an employee will be

considered separated from service "only upon the employee's

death, retirement, resignation, or discharge, and not when the

> The legislative history of § 204(g) provides in part that “[t}he bill

does not. however. prevent the reduction of a subsidy in the case of a

participant who. at the time of separation from service (whether before or

after the plan amendment), has not met the preamendment requirements.

S. Rep. No. 575. 98th Cong.. 2d Sess. 28. reprinted in 1984

A-7

employee continues in the same job for a different employer as

a result of liquidation, merger, consolidation, etc. of the

former employer." Hoechst, 4 F.3d at 1146 (quoting Rev. Rul.

79-336 which interprets "separated from service" under IRC

§ 402)

We find the appellants’ reliance on Hoechst to be

unpersuasive. First, because the plain language of section 204

(g) applies only to a "participant who satisfies .. . the

preamendment conditions for the subsidy," we find it

unnecessary to resort to the legislative history in order to

decide the question presented under the facts of this case. See

In re Enckson Partnership, 856 F.2d 1068, 1070 (8th Cir

1988) ("[w]hen we find the terms of a statute unambiguous,

judicial inquiry is complete.") (quoting Burlington Northern

R.R. Co. v. Oklahoma Tax Comm'n, 481 U.S. 454, 461

(1987)). Here, the Plan expressly provides that the participant

may only acquire age and service credits while employed with

Clevite. The appellants’ transfer to JPI now prevents them

from satisfying the express conditions of the Plan.

Moreover, Hoechst is factually distinguishable and

therefore inapplicable to our analysis in the instant case. The

sale of the division by Hoechst to American Mirrex was made

pursuant to an agreement that American Mirrex would provide

substantially the same employee benefits as those Hoechst had

provided. Thus, the employee/plaintiffs were subsequently

employed by the plan sponsor that had assumed both the

obligations and assets of the retirement plan.

In contrast, the transfer of the Engine Parts Division from

Clevite to JPI in the instant case entailed no such agreements.

JPI, the successor employer, assumed neither the obligations,

nor the assets of the Plan. Instead, Clevite later sold the Plan

to a third party, The Pullman Company. Thus, unlike the

former Hoechst employees, the former Clevite employees

ceased all employment with the sponsor of the Plan.

A-8

Il.

In summary, then, we conclude that the appellees did not

violate the anti-cutback provisions of ERISA, section 204(g),

by denying the appellants the early retirement subsidy

Accordingly, the judgment of the district court is affirmed.

A true copy

Attest

CLERK, U. S&S COURT OF APPEALS,

EIGHTH CIRCUIT

A-9

United States Court of Appeals

FOR THE EIGHTH CIRCUIT

No. 92-2729MNST

Richard H. Hunger, et al,

Plaintiffs- Appellants,

vs

AB, CD, EF: GH: whose true and

correct names are unknown, et al.

Defendants-Appellees

Appeal from the United States District Court

for the District of Minnesota.

The petition for rehearing by the panel is denied

January 21, 1994

Order Entered at the Direction of the Court

S/S

Clerk, U.S. Court of Appeals, Eighth Circuit

A-10

UNITED STATES DISTRICT COURT

DISTRICT OF MINNESOTA

THIRD DIVISION

Glenn E. Johnson, Richard H Civil File No. 3-91-0471

Hunger, Lloyd L. Betcher and

Lawrence F. Possehl, on

behalf of themselves and

all others similarly situated,

Plaintiffs,

Vv MEMORANDUM AND ORDER

AB, CD, EF and GH, whose

true and correct names are

unknown, Plan Administrators,

Fiduciaries, Named Fiduciaries,

Committee Members and Trustees

of the Clevite Industries Inc

Hourly Retirement Plan, The

Pullman Company, and Clevite

Industries, Inc.,

Defendants

SEE EEE EEE ELL ee ee

Richard A. Miller, Esq., and Teresa K. Fett, Esq.

Gordon-Miller-O'Brien, 1208 Plymouth Building, 12

South Sixth Street, Minneapolis, MN 55402-1529.

and Matthew B. Newman, P.A., Suite 500, 701

Fourth Avenue South, Minneapolis, MN 55415, for

plaintiffs

A-1]

David L. Hashmall, Esq., Popham, Haik, Schnobrich

& Kaufman, Ltd., 3300 Piper Jaffray Tower, 222

Ninth Street South, Minneapolis, MN 55402, and

Carol A. Mager, Esq and Brian D. Pedrow, Esq.,

Ballard, Spahr, Andrews & Ingersoll, 1735 Market

Street - 51st Floor, Philadelphia, Pennsylvania 19103,

for defendants

EEE EE EEE EEE EEE ee ee

I INTRODUCTION

This matter is before the court upon the defendants’

motion for summary judgment (Docket No. 14) and upon the

plaintiffs’ motion for summary judgment (Docket No. 17). For

the following reasons, the court grants the defendants’ motion

and denies the plaintiffs’ motion

Il FACTS

The plaintiffs were employees of the Clevite Industries,

Inc. Engine Parts Division. The plaintiffs were covered by the

Clevite Industries, Inc. Hourly Retirement Plan. The Plan

provided for a Normal Retirement Benefit payable at age 65

Qualified participants who retired before age 65 under the

Plan were entitled to a normal retirement benefit reduced by

5% per month for each month before the participant's sixty-

fifth birthday. If the participant attained the age of 55 and

completed ten years of service before retiring, the normal

retirement benefit was only reduced by 2% for each of the first

sixty months by which the participant's benefit commencement

date preceded his or her sixty-fifth birthday.

In February 1987, Clevite sold the assets of the Engine

Parts Division to JPI Acquisition, Inc. JPI did not purchase

the assets of the Plan, which were retained by Clevite. The

A-12

plaintiffs continued to perform the same jobs at the same

location for JPI. Clevite passed the Third Amendment of

Imperial Clevite Inc. Hourly Plan which provided in part

5. By adding the following new subparagraph 3.5(f)

to the Plan immediately after subparagraph 3 5(e)

thereof

(f) not withstanding any other provisions of the Plan

to the contrary, an Employee who is transferred to

employment with J.P Industries, Inc pursuant to

the sale of the assets of the company’s Engine Parts

Division and who, at the time of transfer, had not

completed ten Years of Vesting Service or attained

Normal Retirement Age shall receive credit for

Vesting Service for each full year in which he is

employed by J.P.I., in accordance with the foregoing

rules generally applicable to Vesting Service with an

Employer. Such an Individual's Termination of

Vesting Service will be the date the individual

ierminates employment with J. P.I. Employment with

J.P.1. will not be taken into account for purposes of

determining Benefit Service or, except as provided

above, for any other purposes under the Plan and

thus, if an Employee described above completes ten

Years of Vesting Service, the type and amount of

benefit he will be entitled to shall be the type and

amount of benefit he otherwise would have been

entitled to at the time of transfer if he then had

completed ten years of Vesting Service A

transferred Employee who had completed ten years

of Vesting Service or attained Normal Retirement

Age prior to the time of transfer shall be entitled to

the same type and amount of benefit he was entitled

to at the time of the transfer.

A-13

In July 1987, the Pullman Company acquired the stock of

Clevite, including the Plan. Pullman has refused to give the

plaintiffs the .3% subsidy because when the plaintiff's

employment with Clevite ended, none of the plaintiffs satisfied

both the age and service requirements of the Plan

lil. DISCUSSION

A court shall render summary judgment when there is no

genuine issue of material fact and the moving party is entitled

to judgment as a matter of law. Fed. R. Civ. P. 56(c) (1987)

Section 204(g) of ERISA provides

(g) Decrease of accrued benefits through amendment of

plan

(1) The accrued benefit of a participant under a plan may

not be decreased by an amendment of the plan, other than

an amendment described in section 1082(c)(8) or 1441 of

this title

(2) For purposes of paragraph (1), a plan amendment

which has the effect of-

(A) eliminating or reducing an early retirement

benefit or a retirement-type subsidy (as defined in

regulations), or

(B) eliminating an optional form of benefit,

with respect to benefits attributable to service before

the amendment shall be treated as reducing accrued

benefits. In the case of a retirement-type subsidy, the

preceding sentence shall apply only with respect to a

participant who satisfies (either before or after the

A-14

amendment) the preamendment conditions for the

subsidy. The Secretary of the Treasury may by

regulations provide that this subparagraph shall not

apply to a plan amendment described in subparagraph

(B) (other than a plan amendment having an effect

described in subparagraph (A))

29U S.C. § 1054(g). The legislative history of Section

204(g) explains that Section 204(g)

generally protects the accrual of benefits with respect

to participants who have met the requirements for a

benefit as of the time a plan is amended and

participants who subsequently meet the

preamendment requirements. The bill does not,

however, prevent the reduction of a subsidy in the

case of a participant who at the time of separation of

service (whether before or after the plan amenament)

has not met the preamendment requirements

S. Rep. No. 575, 98th Cong, 2d Sess. 28, reprinted in 1984

U.S. Code Cong & Admin News 2547,2574. Section

204(g) only applies, therefore, when the participant satisfies

the preamendment conditions for the subsidy. See, Adams v

LTV Steel Mining Co, 936 F.2d 368,371 (8th Cir. 1991),

cert. denied, 112 S.Ct. 968 (1992)

The plaintiffs argue that they should be allowed to credit

age and years of service attained as employees of JPI because

an employee can accumulate age and years of service until the

time of separation of service. The plaintiffs rely on selected

sections of the Internal Revenue Code, and cases interpreting

“separation of service" in the contexts of benefit distributions

under Section 402 of the IRC and severance pay which hold

that a “separation of service" does not occur when the

employee continues to work in the same job only for a

A-15

different employer after a _ liquidation, merger, or

consolidation. See, United States v. Haggart, 410 F 2d 449

(8th Cir. 1969), United States v. Martin, 337 F.2d 171 (8th

Cir 1964)

The term "separation of service" has been treated

differently, however, under other sections of the IRC. For

example, in the context of qualified trusts under Section

401(a) of the IRC, the IRS General Counsel has stated that

A determination as to whether a severance from

employment has occurred should be made on the

basis of whether or not the employee continues to be

employed by the employer maintaining the plan

rather than on the basis of whether the employee

continues to work on the same job for a different

employer as a result of a liquidation, merger, or

consolidation, etc

Gen Couns. Mem. 39,824 (Aug. 15, 1989)

In Lear Siegler Aerospace Products Holding Corp. v

Smiths Industnes, inc., C A. No. 88 Civ. 1528 (JMC) , 1990

U. S. Dist. LEXIS 2887 (SDNY. Mar. 16, 1990), the

district court directly addressed whether employees can satisfy

preamendment requirements after the sale of a division under

Section 204 (g). The Lear court held that, "an employee can

no longer "grow into" his mght to a subsidy where he no

longer works for the plan sponsor." Id. at 38-9

In this case, the Clevite Industries Inc. Hourly Retirement

Plan conditioned its subsidy upon the participant attaining

fifty-five years of age and completing ten years of service

while employed by Clevite. Clevite Plan, §§ 1.1, 4.2(a). At

the time of the sale, Mr. Possehl was fifty-five years old and

had been employed by Clevite for approximately five years.

Mr. Betcher was fifty years old and had been employed by

A-16

Clevite for approximately thirty years Mr Hunger was forty-

nine years old and had been employed by Clevite for

approximately nine years.’

After the sale of assets to JPI, it was no longer possible

for the plaintiffs to either attain the age of fifty-five as an

employee of Clevite or to accumulate ten years of service as

an employee of Clevite The plaintiffs will never be able to

satisfy the preamendment conditions of the Plan For that

reason. the “anti-cutback" clause of ERISA does not apply to

the plaintiffs’ claims. No genuine issues of fact remain for trial

and the defendants are entitled to judgment as a matter of law

Accordingly, IT IS ORDERED that

The defendants’ motion for summary judgment (Docket

No 14)is GRANTED. The plaintiffs’ motion for summary

judgment (Docket No.17) is DENIED

LET JUDGMENT BE ENTERED ACCORDINGLY

Dated June 30 . 1992

S/S

Paul A Magnuson

United States District Court Judge

At the time of the sale. Mr. Johnson was fifty-seven and had been

emploved by Clevite for approximately thirty-three years. On January |.

1989. he began to receive his pension benefit calculated with the 3%

subsidy

A-17

IMPERIAL CLEVITE INC.

HOURLY RETIREMENT PLAN

A-18

Incompetency

Incompetency

Administration

Committee

Compensation and Expenses

Manner of Action

Chairman, Secretary, and employ-

ment of specialists

Records

Administration

Application for Benefits

Appeals from Denial of Claims

No Enlargement of Employee Rights

Indemnity for Liability

Financing

Financing

Contributions

Non-reversion

Amendment and Termination

Amendment and Termination

Distribution on Termination

Merger or Consolidation or

Transfer

A-19

Page

36

4]

44

49

————

Partial Plan Termination 50

23 Relating to the Employers

Participation in the Plan 5]

Action by Company or other

26 Employers 5]

29 Reversion of Retirement Fund

3] Assets §2

3] Predecessor Gould Plan

34 Transferred Benefit Accruals,

Liabilities and Assets 54

Applicable Law

35 Applicable Law 55

A-20

PREAMBLE

This Plan stall be known as Imperial Clevite Inc. Hourly

Retirement Plan.

Pursuant to an agreement dated June 22, 1981 between

Gould Inc., a Delaware corporation and Imperial Clevite Inc.,

a Pennsylvania corporation, Imperial Clevite Inc. acquired the

business which had been conducted by the Industrial Group of

Gould Inc. (hereinafter referred to as the "Industrial Group")

in or from the United States of America.

Imperial Clevite Inc. has established this Plan in

accordance with an Employee Benefits Agreement dated

September 28,1981 between Imperial Clevite Inc. and Gould

Inc. to provide benefits for former Industrial Group employees

who were transferred to employment with Imperial Clevite

Inc. on that date and are eligible for participation in this Plan

at least equal to those benefits which they had accrued up to

January 1, 1981 under the Gould Inc. Pension Plan, as well as

any other benefits they accrue under this Plan. Benefits also

will be provided under this Plan for former Industrial Group

employees who retired or terminated prior to September 28,

1981 but otherwise would have been eligible for participation

in this Plan equal to the benefits they became entitled to

receive under the Gould Inc. Pension Plan at the time of their

retirement or termination. Assets and liabilities representing

such benefits accrued under the Gould Inc. Pension Plan with

respect to the former Industrial Group employees described

above will be transferred to this Plan, as described in Section

11. The Plan also has been established to provide benefits for

employees of Imperial Clevite Inc. who had not previously

participated under the Gould Inc. Pension Plan but become

eligible for participation in this Plan.

IMPERIAL CLEVITE INC.

HOURLY RETIREMENT PLAN

Section 1. The Plan

1.1 The Plan. Imperial Clevite Inc. (hereinafter referred

to as the "Company”") hereby adapts the Imperial Clevite Inc.

Hourly Retirement Plan (hereinafter referred to as the "Plan")

for its eligible employees effective September 28, 1981. The

Plan is a continuation of and successor to the Gould Inc.

Pension Plan (hereinafter referred to as the “Predecessor

Gould Plan") maintained by Gould Inc. (hereinafter referred to

as "Gould"). as that plan applied to former Industrial Group

employees prior to September 28, 1981.

1.2 Employees who Retire or Separated Prior to

September 28, 198] and their Beneficiaries. The provisions

set forth in this Plan are applicable only to Employees in the

employ of "the Employer on or after September 28, 1981.

Members who retired or separated prior to such date, or

beneficiaries of such Members, shall be entitled to benefits

under this Plan, if any, based upon the terms of the

Predecessor Gould Plan as it existed an the date of retirement

Or separation.

2.1 Definitions. Whenever used in the Plan, the following

terms shall have the respective meanings set forth below unless

otherwise expressly provided herein, and when the defined

meaning is intended the term is capitalized:

(a) “Act” means the Employee Retirement Income

Security Act of 1974.

(b) "Actuarial Equivalent" means a benefit having

the same value as the benefit which it replaces,

based on the actuarial assumptions and methods

A-22

(c)

(d)

(e)

(f)

(g)

(h)

(i)

which are adopted by Committee, upon advice of

the Actuary, and in use under the Plan on the

date on which such determination is made.

"Actuary" means a person (or a firm of which he

is a member) who is an “enrolled actuary" under

the Act, and who is chosen by but independent

of the Company.

“Affiliate” means any Corporation, including the

Company, i.e., either a subsidiary corporation or

4 parent corporation of the Company, which is a

member of a “controlled group" of corporations

within the meaning of the Act.

"Committee" means the Imperial Clevite Inc.

Benefit Plan Committee appointed by the

Company to administer the Plan as described in

subsection 7.1 hereof

"Effective Date" means September 28, 1981.

" IV f Cov " means the date the

Plan was or shall be effective with respect to

each Participating Group, as set forth in the

applicable Supplement hereto.

"Employee" means any person employed by an

Employer or a Nonparticipating Affiliate.

"Employer" means any Affiliate which elects to

become a party to the Plan by adopting the Plan

for the benefit of its eligible Employees in the

manner prescribed in Section 10 hereof. or any

A-23

a

RED eee ae ne ee NN eS

one or more or all of such adopting Affiliates, as

the context indicates.

(j) “Inactive Participant" means an Employee who

was a Participant in a Participating Group but

who is transferred to and is in a position of

employment either:

(1) As an Employee of an Employer where he

does not meet the requirements to be a

Participant in a Participating Group; or

(2) As an Employee of a Nonparticipating

Affiliate.

(k) "Member" includes the term Participant and

Inactive Participant and any former employee

(including a former Industrial Group employee)

who is entitled to a vested benefit under the Plan.

(1) “Nonparticipating Affiliate” means any Affiliate

which is not an Employer.

(m) "Other Pension” means that part or all of any

annuity, pension or payment of similar kind to

which a Member for which the Member receives

Benefit Service hereunder and which is provided

under any other defined benefit plan qualified

under Section 401(a) of the Internal Revenue

Code and maintained by the Company or an

Affiliate.

(n) "Participant" means any Employee of an

Employer who, on the Effective Date of

A-24

(0)

(p)

(q)

Coverage applicable to his Participating Group

or thereafter, is a member of such Participating

Group, and who has met the additional eligibility

requirements of the Plan applicable to his

Participating Group, as set forth in Section 3

hereof and in the applicable Supplement hereto,

to be and become a Participant.

"Participating Group" means each separate

group of Employees who are classified by their

Employer by specific reference to division,

location or otherwise as constituting a separate

Participating Group covered by the Plan, as set

forth in the applicable Supplement hereto.

"Plan Year" means the twelve month period

beginning January 1 of each calendar year and

ending December 31 of the same calendar year.

"Prior Plan" means any defined benefit plan or

defined contribution plan which is qualified

under Section 401(a) of the Internal Revenue

Code of 1954, as amended, and which, in whole

Or in part, is amended, to constitute this Plan on

the Effective Date of coverage applicable thereto

(concurrently converting into a defined benefit

plan any such part, of a defined contribution plan

which is so amended into this Plan), by transfer

to this Plan of accounts or credits or benefits or

otherwise, so that after the date of such

amendment the provisions of this Plan applicable

thereto shall be a continuation of and shall

supersede and replace in their entirety such

provisions of such defined benefit plan or defined

A-25

(r)

(s)

contribution plan which were so amended in the

manner specified in the Supplement applicable

thereto

"Prior Trust or Contract" means any agreement

in the nature of a trust, or any insurance

contract, forming apart of, or constituting the

funding or financing provisions for, any Prior

Plan, and which, in whole or in part, is amended

into a Trust Agreement under this Plan or any

group annuity contract forming a part of this

Plan on the Effective Date of Coverage

applicable thereto, by transfer of assets in cash or

in kind or otherwise, so that after the date of

such amendment the provisions of the Trust

Agreement or group annuity contract shall be a

continuation of and shall supersede and replace

in their entirety such provisions of such

agreement or insurance contract of the Prior Plan

which were so amended in the manner specified

in the Supplement applicable thereto In

addition, any such Pnor Trust or contract may be

designated as a part of this Plan, either

temporarily or permanently, to continue to

provide benefits under this Plan which had been

accrued or earned under a Prior Plan from or

through such Pnor Trust or Contract.

"Retirement Age” means a Member's Normal

Retirement Age, or his Early Retirement Age, or

his Vested Retirement Age, whichever is

applicable, as shown below, subject to such

exceptions for any Participating Group as may be

specified in any Supplement hereto:

A-26

pean

(1) "Normal Retirement Age” means a

Member's age when he has both attained his

65th birthday and completed five years of

Vesting Service

(2) "Early Retirement Age" means a Member's

age when he has both attained his 55th

birthday (but not his 65th) and completed at

least ten years of Vesting Service.

(3) "Vested Retirement Age” means a Member's

age when he has completed ten years of

Vesting Service before his Early Retirement

Age

(t) “Retirement Date" means a Member's Normal

Retirement Date, or his Early Retirement Date.

or his Vested Retirement Date, whichever is

applicable, as shown below, subject to such

exceptions for any Participating Group as may be

specified in any Supplement hereto:

(1) "Normal Retirement Date" means the first

day of the calendar month next following

the date a Member's employment with the

Company and Affiliates terminates because

of his normal retirement, an or after he

attains his Normal Retirement Age

(2) “Early Retirement Date” means the first day

of the calendar month next following the

date a Member's with the Company and

Affiliates terminates because of his early

retirement, on or after he attains his Early

A-27

(u)

(v)

(w)

Retirement Age but not his Normal

Retirement Age

(3) “Vested Retirement Date" means for a

Member whose employment with the

Company and Affiliates terminates after he

has attained his Vested Retirement Age for

reasons other than normal or early

retirement or death, the first day of any

calendar month next following his 55th

birthday as of which he makes application

for the vested retirement benefit to begin,

but in no event later than the first day of the

calendar month next following his Normal

Retirement Age

"Retirement Fund" means any Trust Fund or

insurance fund established and maintained under

any Trust Agreement or insurance contract

designated as a part of the Plan to finance the

benefits under the Plan

"Supplement" means the separate Supplement to

this Plan containing the necessary provisions

pertaining to the Participating Group which is to

be covered by the Plan. Any such Participating

Group shall become covered by the Plan as of

the Effective Date of Coverage set forth in said

Supplement which shall incorporate this Plan by

reference thereto.

"Trust Agreement” means the Imperial Clevite

Inc. Master Pension Trust and any such other

agreement in the nature of a trust established to

A-28

a a Ea eT ee Ye

form a part of the Plan to receive, hold. invest.

and dispose of any Trust Fund

(x) "Trust Fund" means the assets of every kind and

description held under any Trust Agreement to

the extent allocable to the Plan

(y) "Trustee" means the corporation, and/or

persons, acting as trustee under any Trust

Agreement at any time of reference The

Trustee shall be a fiduciary under the Trust

Agreement

2.2 Gender and Number Except when otherwise

indicated by the context, any masculine terminology herein

shall also include the feminine and neuter. and the definition of

any term herein in the singular may also include the plural

Section 3. __ Participation and Service

3.1 Eligibility to Participate Each Employee who

simultaneously fulfills the following requirements shall be

eligible to become a Participant:

(a) He is an Employee of an Employer who meets the

requirements far membership in a Participating Group

which are set forth in a Supplement hereto

(b) If he is in a collective bargaining unit, there is an

agreement between his Employer and the collective

bargaining agent for employees in such unit which

provides coverage of him under this Plan

A-29

(c) He must be employed upon an hourly rate wage

basis

(d) If he is employed in a division, plant or other unit

acquired by an Employer as the result of an

acquisition by such an Employer after September 23,

1981. the Employer must designate as eligible in a

Supplement hereto the class of employees to which

he belongs

(e) He must fulfill any additional eligibility requirements

to Participate set forth in the Supplement applicable

to him

3.2 Date of Participation An Employee who meets all

eligibility requirements set forth in subsection 3.1 shall become

a Participant an the date when he meets all such eligibility

requirements. Anything in this subsection to the contrary

notwithstanding, any person who is an Employee on the

Effective Date and who was participating in the Predecessor

Gould Plan on September 27, 1981 shall continue as a

Participant hereunder

3.3 Duration An Employee who becomes a Participant

shall continue to be a Participant or Inactive Participant until

his employment with the Company and Affiliates terminates,

and also shall continue to be a Member thereafter for as long

as he is entitled to receive any benefits hereunder if he

thereupon becomes eligible to receive (then or thereafter) a

benefit hereunder.

3.4 Transferred Employees

A-30

See ar eens ene ne nee a

(a) An employee who is transferred into employment

where he becomes a Participant hereunder after the

Effective Date shall be credited with Vesting Service

computed as provided in subsection 3.5 hereof for

periods both before and after such transfer. He shall

be credited with Benefit Service hereunder for his

employment with the Employer in a Participating

Group after such transfer

(b) A Participant who is transferred into employment as

an Employee where he becomes an _ Inactive

Participant after-the Effective Date shall continue to

accrue Vesting Service (but not Benefit Service)

under this Plan during the period he is an Inactive

Participant. Any retirement benefit he may become

entitled no under this Plan shall be determined on the

basis of his Vesting Service before and after such

transfer, on the Benefit Service he had prior to the

transfer, and on the applicable benefit formula under

the Plan in effect at the time of the transfer

3.5 Vesting Service. Vesting Service is used to

determine whether an Employee's Vesting Service and Benefit

Service prior to a Termination of Service shall be reinstated if

he is re-employed and to determine his eligibility to receive

benefits. An Employee shall receive credit for Vesting Service

determined as follows

(a) Service shall be determined in completed full years

and fractions of years in excess of completed full

years, each full twelve months of Service constituting

a completed full year of Service and any part of

Service in excess of completed full years counted to

the nearest fractional one-twelfth of a year.

A-3]

(b)

(c)

(d)

(e)

Except as otherwise provided in an applicable

Supplement, the Vesting Service any Employee shall

have on the Effective Date shall be equal to his

"Vesting Service", if any, under the Predecessor

Gould Plan through September 27, 1981.

After the Effective Date, an Employee shail receive

credit for Vesting Service from the later to occur of

September 28, 1981, or his date of hire by the

Company or an Affiliate to his Termination Of

Service, and for such additional period as may be set

forth in the applicable Supplement.

If a former industrial Group employee who is entitled

to a vested benefit under the Plan incurred a

Termination of Employment (as defined in the

Predecessor Gould Plan) after December 31, 1975

and pnor to September 28, 1981, and is re-employed

as an Employee after September 27, 1981, the

"Service" he had under the Predecessor Gould Plan at

such Termination of Employment shall herein stated

upon his re-employment in the same manner and to

the same extent as it would have been reinstated

under the Predecessor Gould Plan if he had then been

re-employed by Gould.

If an Employee who incurs a Termination Of Service

after the Effective Date is subsequently re-employed

as an Employee, he shall be considered a new

Employee for purposes of the Plan, except:

(1) If at such Termination Of Service he became

eligible to receive then or thereafter a benefit

under Section 4 hereof, the Vesting Service and

A-32

Benefit Service he had at such Termination Of

Service shall be reinstated upon his

re-employment.

(2) If he is re-employed before twelve months have

elapsed after such Termination Of Service, the

Vesting Service and Benefit Service he had at

such Termination Of Service shall he reinstated

upon his re-employment, and he shall receive

credit for vesting Service for the period between

his Termination Of Service and his

re-employment

(3) If neither (1) nor (2) above is applicable. and if

the continuous period between his Termination

Of Service and his re-employment does not equal

or exceed the Vesting Service he had at such

Termination Of Service, the Vesting Service and

Benefit Service he had at such Termination Of

Service shall be _ reinstated upon his

re-employment, provided he completes one year

of Vesting Service upon his re-employment

3.6 Benefit Service Benefit Service is used to

determine the amount of a Member's benefit. A Member shall

receive credit for Benefit Service determined as follows:

(a) Except as otherwise provided in an applicable

Supplement, the Benefit Service any Member shall

have as of January 1, 1981, shall be equal to his

"Benefit Service,” if any, under the Predecessor

Gould Plan through December 31, 1980

A-33

(b) For employment after December 31, 1980, a

Member's Hours of Service in each Plan Year after

December 31, 1980, as determined under subsection

3.8 hereof, shall first be reduced by any Hours Of

Service for which he receives credit -

(1) for any period prior to his becoming a

Participant, unless otherwise provided in the

applicable Supplement,

(2) for any period during which he is an Inactive

Participant;

(3) for any period between any Termination Of

Service and re-employment as an Employee, and

after applying such reductions a Member shall

receive credit for Benefit Service for each Plan

Year after December 31, 1980, according to the

following schedule

Years of

Hours Of Service __ Benefit Service

Under 320 None

320 to 479 2

480 to 639 3

640 to 799 4

800 to 959 5

960 to 1119 6

1120 to 1279 7

1280 to 1439 8

1440 to 1599 9

1600 and over 1.0

(c) The maximum Benefit Service for which any member

shall receive credit hereunder shall be thirty years,

except as otherwise provided in an applicable

Supplement.

A-34

3.7 A Termination Of Service. A Termination Of

Service shall occur on the earlier to occur of (a) or (b) below

(a) The date as of which an Employee quits, is

discharged, or dies; or

(b) The first anniversary of the first day of an Employee's

absence from employment with the Company and

Affiliates (with or without pay) for any reason other

than in (a) above, such as vacation, sickness,

disability, leave of absence, layoff or military service.

Notwithstanding the foregoing, an Employee who is

absent from employment due to a layoff shall not incur a

Termination Of Service before such absence results in a loss of

seniority under any applicable collective bargaining agreement

or published Employer policy, and further, an Employee who

is absent on account of service in the armed forces of the

United States of America shall not incur a Termination Of

Service in contradiction of federal law.

The fact that an Employee who is a Participant becomes

an Inactive Participant shall not constitute a Termination Of

Service, but the foregoing rules shall continue to apply to such

an Employee during the period he is an inactive Participant

3 8 Hours Of Service. An Employee shall receive credit

for Hours Of Service under the Plan, as follows:

(a) One hour for each hour for which he is directly or

indirectly paid, or entitled to payment, by the

company or Affiliates for the performance of duties

during the applicable computation period for which

his Hours of Service are being determined under the

Plan. (These hours shall be credited to the Employee

for the computation period or periods in which the

duties were performed. They shall include hours for

which back pay has been either awarded or agreed to

A-35

(b)

by the Company or an Affiliate, irrespective of

mitigation of damages. Hours relating to back pay

shall be credited to the computation period or periods

to which the back pay award or agreement pertains.

but with no duplication of credit for hours.)

One hour for each hour, in addition to the hours in

paragraph (a) above, for which he is directly or

indirectly paid, or entitled to payment, by the

Company or Affiliates, for reasons other than for the

performance of duties during the applicable

computation periods; provided, however, no more

than 501 hours shall be credited under this paragraph

(b) on account of any single period during which the

Employee performs no duties. (These hours shall

be counted in the computation period in which either

payment is actually made or amounts payable to the

Employee come due.)

A-36

(c) One hour for each hour of the normally scheduled

work hours for each week during any period he is

absent from work with the Company or Affiliates

because of occupational injury or disease incurred in

the course of his employment and who receives

Workmen's Compensation payments an account of

such absence, with no duplication of credit for hours.

(d) One for each hour of the normally scheduled work

hours for each day during any period he is absent

from work for union business on a full-time basis not

exceeding one year.

(e) For the purposes of determining Hours of Service.

the rules set forth in paragraph (b) and (c) of Section

2530.200b-2 of 29 CFR Part 2530 are incorporated

in by reference, and Gould and its subsidiaries shall

be considered "Affiliates" for the period January 1,

1981 through September 27, 1981.

3.9 Gould Employment. Notwithstanding any other

provision of this Plan, and except as may be required by the

Act, employment with Gould or any of its subsidiaries shall

not be considered in determining a Member's Vesting or

Benefit Service under the plan except to the extent herein

above provided for former Industrial Group employees who

are either Employees an the Effective Date or are entitled to

vested benefits under the Plan.

Section 4. Benefits

4.1 Normal Retirement Benefits.

A-37

(a)

(b)

(c)

Eligibility. A Member whose employment with the

Company and Affiliates terminates on or after he has

attained his Normal Retirement Age shall be eligible

to receive a normal retirement benefit under the Plan.

Amount. A Member's monthly normal retirement

benefit shall be equal to the sum of the amounts set

forth in each Supplement applicable to each

Participating Group in which he was at any time a

Participant before his employment with the Company

and Affiliates terminated; based upon his Benefit

Service accrued while a Participant in that

Participating Group and the benefit rate in affect

thereunder at his termination of employment in that

Participating Group.

Commencement and Duration Monthly normal

retirement benefit payments shall begin as of the

Member's Normal Retirement Date. When payments

begin they shall be paid monthly thereafter as of the

first day of each succeeding month during his

lifetime; provided, however, if he is re-employed as

an Employee his benefit payments shall be

discontinued and shall not be paid or accrue during

the period of such re-employment, but he shall have

his Vesting Service and Benefit Service he had at the

time of his retirement reinstated. | Upon his

subsequent retirement his eligibility for a benefit and

the amount of the benefit shall be determined and

calculated and paid as if he were then first retired

based upon such reinstated Vesting Service and

Benefit Service plus any Vesting Service and Benefit

Service earned following the date of re-employment.

in no event, however, will a Member's retirement

A-38

:

42

(a)

(b)

(c)

benefit at subsequent retirement be less than his

benefit at his prior retirement.

Early Retirement Benefits.

Eligibility. A Member whose employment with the

Company and Affiliates terminates on or after he has

attained his Early Retirement Age but before his

Normal Retirement Age, shall be eligible to receive

an early retirement benefit under the Plan.

Amount. A Member's monthly early retiremeni

benefit shall be an amount computed in the same

manner as a normal retirement benefit based upon his

Benefit Service and the provisions of the Plan in

effect on his Early Retirement Date, reduced, except

as otherwise provided in an applicable Supplement,

by one-half of one percent for each complete calendar

month by which his first early retirement benefit

payment precedes the first day of the month next

following his 65th birthday.

Commencement and Duration | Monthly early

retirement benefit payments shall begin as of the

member's Early Retirement Date, unless he elects on

a form and in the manner provided by the Committee

to have then begin on the first day of any subsequent

month not later than the first day of the month next

following his 65th birthday. When payments begin

they shall be paid monthly thereafter as of the first

day of each succeeding month during his lifetime;

provided, however, if he is re-employed as an

Employee his benefit payments shall be discontinued

and shall not be paid or accrue during the period of

such re-employment, but he shall have his Vesting

A-39

Service and Benefit Service he had at the time of his

retirement _ reinstated. Upon his subsequent

retirement his eligibility for a benefit and the amount

of the benefit shall be determined and calculated and

paid as if he were then first retired based upon such

reinstated Vesting Service and Benefit Service plus

any Vesting Service and Benefit Service earned

following the date of re-employment, but such benefit

shall be actuarially reduced to account for any early

retirement benefit payments he may have received

prior to his re-employment and prior to his 65th

birthday. In no event, however. will a Member's

retirement benefit at subsequent retirement be less

than his benefit at his prior retirement.

4.3 Deferred Vested Retirement Benefits.

(a)

(b)

Eligibility. A Member whose employment with the

Company and Affiliates terminates on or after he has

attained his Vested Retirement Age but before his

Early Retirement Age, shall be eligible to receive a

deferred vested retirement benefit under the Plan.

Amount. A Member's monthly deferred vested

retirement benefit shall be an amount computed in the

same manner as a normal retirement benefit based

upon his Benefit Service and the provisions of the

Plan in effect at his termination of employment,

reduced by one-half of one percent for each complete

calendar month by which his first deferred vested

retirement benefit payment precedes the first day of

the month next following his 65th birthday.

A-40

eee ee ere ere as

Pee Sen eee en ae ee eee &

(c) Commencement and Duration Monthly deferred

vested retirement benefit payments shall begin as of

the member's Vested Retirement Date. When

payments begin they shall be paid monthly thereafter

as of the first day of each succeeding month during

his lifetime; provided, however, if a Member entitled

to a deferred vested retirement benefit hereunder

shall be re-employed as an Employee before or after

the date his benefit payments begin, any benefit

payments he may be receiving shall be discontinued

and shall not be paid or accrue during the period of

such re-employment, but he shall have his Vesting

Service and Benefit Service he had at the time of his

termination of employment reinstated. | Upon his

subsequent retirement or termination of employment

his eligibility for a benefit and the amount of the

benefit shall be determined and calculated and paid as

if he were then first retired or terminated based upon

such reinstated Vesting Service and Benefit Service

plus any Vesting Service and Benefit Service earned

following the date of re-employment, but such benefit

shall be actuarially reduced to account for any

deferred vested retirement benefit payments he may

have received prior to his re-employment and prior to

his 65th birthday In no event, however, will a

Member's retirement benefit at subsequent retirement

or termination be less than his benefit at his prior

termination.

(a) Eligibility and Conditions. A Member who has not

attained his Normal Retirement Age, and whose

A-41

employment with the Company and Affiliates has not

terminated, may elect that if his spouse (to whom he

has been married at least one year on the effective

date of the election) shall be living at his death, and if

his death occurs after such election shall have become

effective but before the first to occur of his

termination of employment with the Company and

Affiliates or his Normal Retirement Age, a surviving

spouse benefit shall be payable to such spouse during

the spouse's further lifetime, Such election is subject

to the following conditions

(1) The election provided in this subsection 4 4 shall

have an effective date of the date the Member

attains his Early Retirement Age.

(2) The election shall be revoked automatically upon

the death of the Member or his spouse prior to

the effective date of the election.

(3) The election may be revoked by the Member in

writing either before or after its effective date in

accordance with the rules therefor adopted by

the Committee consistent with the regulations

under the Act prescribed by the Secretary of the

Treasury, provided. However. it will he

automatically revoked in the event that either (i)

the spouse dies before the Member or (ii) the

Member becomes divorced from the designated

spouse. After revocation, another election may

be made by the Member in accordance with this

paragraph (a).

(b) Notice of Election. The Committee shall furnish the

Member a written notice of the availability of the

A-42

(c)

election explaining the terms and conditions of the

election and its effect on the monthly benefit

otherwise payable in accordance with regulations

under the Act prescribed by the Secretary of

Treasury.

Amount of Benefits.

(1) The reduced amount of the monthly retirement

(2)

benefit payable to a Member at his retirement

(and accordingly under subsection 4.5 hereof if

applicable), if he does not die prior to the first to

occur of his termination of employment with the

Company and Affiliates or his Normal

Retirement Age, shall be equal to an amount

determined by reducing the monthly retirement

benefit otherwise payable to the Member by the

following "Reduction Percentage”: 100%, less

.04167% multiplied by the number of complete

months during which the option is in effect

between the effective date of the option and the

first to occur of his termination of employment

with the Company and Affiliates or his Normal

Retirement Age.

The monthly amount of the surviving spouse's

benefit payable to a spouse eligible therefor

pursuant to subsection 4.4(a) above if the

Member dies before the first to occur of his

termination of employment with the Company

and Affiliates or his Normal Retirement Age, but

after the effective date of the election, shall be

equal to 50% of the reduced amount of the

monthly retirement benefit the deceased Member

would have been entitled to receive beginning as

A-43

of his early retirement if he had retired under

subsection 4.2 hereof on the day an which he

died (with the automatic election under

subsection 4.5 hereof in effect). Such reduced

amount of the monthly retirement benefit shall be

computed after giving effect to the increased

costs of the pre-retirement election as specified

in the reduction in paragraph (1) above.

(d) Commencement and Duration The monthly

surviving spouse's benefit shall be payable to the

spouse for life, beginning as of the first day of the

calendar month next following the date of the

Member's death.

15 ar joi oo

Surviving Spouse Benefits

(a) Eligibility and Conditions. In lieu of the monthly

retirement benefit otherwise payable under subsection

4.1 or 4.2 or 4.3 hereof, or in lieu of any disability

retirement benefit initially payable on or after his

Early Retirement Age under an_ applicable

Supplement, a married Member who is eligible for

such a retirement benefit initially payable on or after

his Early Retirement Age, shall be deemed to have

elected automatically a reduced amount of monthly

retirement benefit payable to him with the provisions

that if his spouse (to whom he is married at least one

year when his benefits begin) shall be living at the

effective date of the election and also at his death

after such automatic election shall have become

effective a surviving spouse benefit shall be payable

A-44

(b)

to his spouse. Such automisr election is subject to

the following conditions:

(1) The automatic election provided in this

subsection 4.5 shall have an effective date of the

first to occur of: (i) the date the Member's

Disability retirement benefits begin, but only if

they begin on or after his Early Retirement Age.

or (ii) the Member's Normal, Early or Vested

Retirement Date, or (iii) his Normal Retirement

Age.

(2) A Member may prevent the automatic election

provided in this subsection 4.5 only be executing

a specific written rejection of such automatic

election an a form approved by the Committee

and filing it with the Committee during a period

consisting of at least 90 days following the

furnishing of all applicable information to the

Member and ending prior to the effective date of

the election specified in (1) above or such later

date as shall be required by regulations under the

Act prescribed by the Secretary of the Treasury,

and during such period shall be revocable by the

Participant in writing.

Notice of Election. The Committee shall furnish the

Member a written notice of the automatic election

explaining the effect of the election on the monthly

benefit otherwise payable and the availability of

rejecting the election, in accordance with regulations

under the Act prescribed by the Secretary of

Treasury.

(c) Amount of Benefits

(1)

(2)

For a Member who is deemed to have made the

automatic election Pursuant to this subsection

4.5 (and who does not reject it as provided in

subsection 4. 5(a)(2)above), the reduced amount

of his monthly retirement benefit referred to in

Subsection 4.5(a) above shall be the Actuarial

Equivalent of the benefit otherwise payable to

the Member, giving effect to the increased costs

of the automatic election under this subsection

45

The surviving spouse benefit payable to the

surviving spouse of a Member who is deemed to

have made an automatic election Pursuant to this

subsection 4.5 and who dies after such election

becomes effective, shall be a monthly benefit for

the further lifetime of such surviving spouse

equal to 50% of the reduced amount of such

Member's monthly retirement benefit as

determined in paragraph (1) immediately above.

(d) Commencement and Duration | The monthly

surviving spouse's benefit shall be payable to the

spouse for life, beginning as of the first day of the

calendar month next following the Member's death

after the election becomes effective.

4.6 Optional Forms of Benefits. A Member may elect to

receive (instead of any benefit to which he may otherwise be

entitled under the Plan) an optional form of benefit computed

as an Actuarial Equivalent benefit. The optional forms of

benefits are:

A-46

en

(a) A benefit in an actuarially reduced amount payable

monthly to the Member for the remainder of his

lifetime, provided, however, that if the Member dies

before receiving one hundred twenty such monthly

payments, the remainder of such payments shall be

payable to a beneficiary designated by the Member,

and

(b) A benefit in an actuarially reduced amount payable

monthly to the Member for the remainder of his

lifetime, provided, however, that upon the death of

the Member, a monthly benefit of two-thirds of that

reduced amount shall be payable to a beneficiary

designated by the Member at the time of the election

of this option, for the remainder of the lifetime of the

beneficiary

Any Member who desires to elect an optional form of benefit

shall sign and file with the Committee an application therefor

before the first benefit payment is due. A Member who has

elected an optional form of benefit may revoke or change his

election before the first benefit payment is due by signing and

filing an appropriate revocation or change with the

Committee.

In the event of the death of both the Member who has elected

an optional form of benefit provided for under (a) above and

his beneficiary before completion of the one hundred twenty

payments elected, the commuted value of the remainder of the

payments shall be paid in a single sum a the estate of the last

to die of the Member and his beneficiary.

In the event of the death of the beneficiary of a Member who

has elected an optional form of benefit provided for under (b)

A-47

above before the date when the first payment is due to either

of them, the Member shall be deemed to have revoked his

election.

In the event of the death of a Member who has elected an

optional form of benefit provided for under (a) or (b) above

before the first payment is due, the Member shall be deemed to

have revoked his election.

In the event a Member dies before he incurs a Termination Of

Service but after his Normal Retirement Ale, and has elected

either of the optional forms of benefit provided for under this

subsection, the deceased Member's beneficiary shall be entitled

to the benefit to which he would have been entitled if the

Member had retired on the first day of the month in which he

died.

4.7 Adjustment for Other Pension If any Member

entitled to a retirement benefit pursuant to this Plan is or shall

become entitled to any Other Pension, then the amount of

retirement benefits payable to such Member shall be reduced

by the amount of any such Other Pension paid or payable to

him, unless such Other Pension is reduced to prohibit

duplication in the same manner as is set forth in this subsection

4.7.

For the purpose of determining the amount of reduction of any

benefit under this Plan for Other Pension, it shall be assumed

that the Other Pension benefits are paid as a monthly income

in the same farm as the benefits under this Plan, regardless of

the manner in which they are actually paid. In no event shall

the reduction for such Other Pension reduce the benefits under

this Plan for the same period of Benefit Service below zero.

A-48

Ce eo ee ate 2 ee)

4.8 Maximum Annual Benefits. Notwithstanding any

other provisions of this Plan to the contrary. the annual benefit

provided under "this defined benefit Plan" from Employer

contributions for any member shall in no event exceed the

lesser of (a) or (b) below:

(a) An amount equal to the lesser of.

(1) $12,450, or the smaller Actuarial Equivalent

thereof payable at age 55 if payments begin

before age 55; or

(2) an amount equal to 10% of the annual average of

the highest three consecutive calendar years of

compensation paid to the Member by the

Employer during his active participation in the

Plan;

multiplied by the number of years of his Vesting

Service, not to exceed ten years. As of January | of

each year, 1/10 of the dollar limitation as determined

by the Commissioner of Internal Revenue for that

calendar year to reflect increases in the cost of living

shall become effective as the amount in (1) above for

the Plan Year ending within that calendar year. Any

increase in the maximum benefit under this clause

shall apply to all benefits payable with respect to

former as well as resent members.

(b) An amount which will not permit the Member's

"defined benefit plan fraction" for any year to exceed

his “adjusted defined benefit plan fraction" for the

year. For this purpose:

"Defined benefit plan fraction" for any year is a

fraction -

A-49

(i)

(ii)

the numerator of which is the projected

annual benefit of the Member under this

defined benefit Plan determined as of the

close of the year, and

the denominator of which is the Projected

annual benefit of the Member under this

defined benefit Plan determined as of the

close of the year if such Plan provided the

maximum benefit allowable under paragraph

(a) above.

"Adjusted defined benefit plan fraction" for the year

is a fraction which is 1.39 reduced by his "defined

contribution plan fraction" for the year.

"Defined contribution plan fraction" for the year is a

fraction -

(i)

(ii)

the numerator of which is the sum of the

"annual account additions” to the Member's

account as of the close of the year under

"any defined contribution plan" of the

employer, and

the denominator of which is the sum of the

maximum amount of annual account

additions to such account which could have

been made for such year and for each prior

year of his Vesting Service with the

Employer.

The maximum amount of annual account additions

which could have been made for each such year is an

amount equal to the lesser of -

(i)

$25,000 (or such higher annual amount as

maybe determined under regulations issued

A-50

4

3

:

:

a

t

7

el

by the Secretary of the Treasury to reflect

increases in the cost of living); or

(ii) 25% of a Member's gross pay for the year.

“Annual account additions" means the sum for any

year of

(i) the Employer's contribution made for him

under any defined contribuiion plan for the

year, and

(ii) the lesser of:

a. the Member's contributions to such

defined contribution plan that are in excess

of 6% of his gross pay for the year, or

b. one-half of the Member's contributions

to the defined contribution plan for the year;

(iii) forfeitures allocated to him under the

defined contribution plan for the year.

"This defined benefit Plan" means this Plan and all

other defined benefit plans of the Employer,

considered as one plan; except that after the

limitations have been determined, any reduction in

benefits in any such defined benefit plan will be made

in this Plan first, unless such other plan is the Imperial

Clevite Inc. Salaried Retirement Plan.

"Any defined contribution Plan" of the Employer

means all defined contribution benefit plans of the

Employer, considered as one plan.

4.9 Payment of Small Amounts. If the Actuarially

Equivalent lump sum value of any retirement benefit otherwise

A-51

payable under the Plan is less than $1,750, the Committee may

direct that such lump sum value be paid in full discharge of all

liability under the Plan.

Section 5. Non-Alienation of Benefi

5.1 Non-Alienation Except as may be required in a

particular circumstance, the Retirement Fund shall not in any

manner be liable for or subject to the debts or liabilities of any

Member and no retirement or other benefit at any time payable

from the Retirement Fund shall be subject in any manner to

alienation, sale, transfer, assignment, pledge, or encumbrance

of any kind.

Section 6. Incompetency

6.1 Incompetency. Every person receiving or claiming

benefits under the Plan shall be conclusively presumed to be

mentally competent until the date on which the Committee

receives a written notice, in a form and manner acceptable to

it, that such person is incompetent and that a guardian,

conservator, or other person legally vested with the care of his

person or estate, or both, has been appointed for him. In the

event a guardian or conservator of the estate of any person

receiving or claiming benefits under the Plan shall be

appointed by a court of competent jurisdiction, payments shall

be made to such guardian or conservator provided than proper

proof of appointment and continuing qualification are

furnished in a form and manner acceptable to the Committee.

Any such payments so made shall be a complete discharge of

any liability therefor under the Plan.

A-52

9 nti le oie

section 7. Administrati

7.1 Committee. The Plan shall be administered by the

Imperial Clevite Inc. Benefit Plan Committee the members of

which are appointed by the Company. The Committee shall be

composed of as many members as may be appointed from time

to time, and shall hold office at the pleasure of the appointing

authority. The Committee shall be the administrator of the

Plan and the Committee shall be a fiduciary under the Plan, as

a named fiduciary in accordance with the Act.

7.2 Compensation and Expenses. The members of the

Committee shall serve without compensation for their Services

as as such. All expenses incurred by the Committee. if not

paid by the Employer, shall be paid from the Retirement Fund.

7.3 Manner of Action. A majority of the members of the

Committee at the time in office shall constitute a quorum for

the transaction of business. All resolutions adopted, and other

actions taken by the Committee at any miecting shall be by

vote of a majority of those present at any such meeting. Upon

concurrence in writing of a majority of the members at the

time in office, action of the Committee may be taken otherwise

than at a meeting.

7.4 Chairman, Secretary, and employment of specialists.

The members of the Committee shall elect one of their number

as Chairman and shall elect a Secretary who may, bum need

not, be a member of the Committee. They may authorize one

or maze of their number or any agent to execute or deliver any

instrument or instruments in their behalf, and may employ at

the Company's expense such counsel, auditors, and other

specialists and such clerical, actuarial and other services as

they may require in carrying out the provisions of the Plan.

A-53

75 Records All resolutions, proceedings, acts and

determinations of the Committee shali be recorded by the

Secretary thereof under his supervision, and all such records

together with such documents and instruments as may be

necessary for the administration of he Plan, shall be preserved

in the custody of the Secretary

7.6 Administration The Committee shall be responsible

for the administration of the Plan, including instructing the

Trustee concerning all payments which should be made out of

the Trust Fund pursuant to the provisions of the Plan. The

Committee shall have all such powers as may be necessary to

carry out the provisions hereof and may, from time to time,

establish rules for the administration of the Plan and the

transaction of the Plan's business. In making any such

determination or rule, the Committee shall pursue uniform

policies as from time to time established by the Committee and

shall not discriminate in favor of or against any Participant

The Committee shall have the exclusive right to make any

finding of fact necessary or appropriate for any purpose under

the Plan including but not limited to the determination of the

eligibility for and the amount of any benefit payable under the

Plan. The Committee shall have the exclusive night to

interpret the terms and provisions of the Plan and to determine

any and all questions arising under the Plan or in connection

_ with the administration thereof, including, without limitation,

the mght to remedy or resolve possible ambiguities,

inconsistencies, or omissions, by general rule or particular

decision. The Committee shall make, or cause to be made, all

reports or other findings, necessary to meet the reporting and

disclosure requirements of the Act which are the responsibility

of "plan administrators" under the Act. To the extent

permitted by law, all findings of act, determinations,

interpretations, and decisions of the Committee shall be

A-54

conclusive and binding upon all persons having or claiming to

have any interests or right under the Plan

7.7 Application for Benefits Each person eligible for a

benefit under the Plan shall apply for such benefit by signing

an application form to be furnished by the Committee. Each

such person shall also furnish the Committee with such

documents, evidence, data, or information in support of such

application as it considers necessary or desirable

7.8 Appeals from Denial of Claims. If any claim for

benefits under the Plan is wholly or partially denied, the

claimant shall be given notice in writing of such denial within a

reasonable period of time, setting forth the following

information

(a) the specific reason or reasons for the denial,

(b) specific reference to pertinent Plan provisions on

which the denial is based,

(c) a description of any additional material or

information necessary for the claimant to perfect the

claim and an explanation of why such material or

information is necessary, and

(d) an explanation chat a full and fair review by the

Committee of the decision denying the claim may be

requested by the claimant or his authorized

representative by filing with the Committee, within

90 days after such notice has been received, a written

request for such review, and

(e) if such request is so filed, the claimant or his

authorized representative may review pertinent

A-55

documents and submit issues and comments in

writing within the same 90 day period specified in

paragraph (d) above.

The decision of the Committee shall be made promptly, and

not later than 60 days after the Committee's receipt of the

request for review, unless special circumstances require an

extension of time for processing, in which case a decision shall

be rendered as soon as possible, but not later than 120 days

after receipt of the request for review. The claimant shall be

given a copy of the decision promptly. The decision shall be in

writing and shall include specific reasons for the decision,

written in a manner calculated to be understood by the

claimant, and specific references to the pertinent Plan

provisions on which the decision is based.

7.9 No Enlargement of Employee Rights. Nothing

contained in the Plan shall be deemed to give any Employee

the right to be retained in the service of the Employer or to

interfere with the right of the Employer to discharge or retire

any Employee at anytime.

7.10 Indemnity for Liability. The Employer shall

indemnify the members of the Committee, and any other

fiduciary who is an officer, director or employee of the

Company or of an Employer, against any and all claims, losses,

damages, expenses. including counsel fees, incurred by such

persons and any liability, including any amounts paid in

settlement with the Company's approval, arising from such

person's action or failure to act, except when the same is

judicially determined to be attributable to the gross negligence

or willful misconduct of such person.

A-56

Section 8 Financing

8.1 Financing The Company shall maintain a

Retirement Fund as a part of the Plan in order to implement

and carry out the provisions of the Plan and to finance the

benefits under the Plan, by entering into one or more Trust

Agreements. Any Trust Agreement is designated as, and shall

constitute, a part of this Plan and all nghts which may accrue

to any person under this Plan shall be subject to all the terms

and provisions of any such Trust Agreement. The Company

may modify any Trust Agreement from time to time to

accomplish the purpose of the Plan and may replace any

Trustee and appoint a successor Trustee or Trustees

82 Contributions. The Employer shall make such

contributions to the Retirement Fund as shall be required

under accepted actuarial principles to at least be sufficient to

maintain the Plan as a qualified employee defined benefit plan

meeting the minimum funding standard requirements of the

internal Revenue Code of 1954, as amended, subject to nght

of the Company to discontinue the Plan. Forfeitures arising

under the Plan for any reason shall be used as soon as possible

to reduce the Company's contributions under the Plan

83 Non-reversion. Except as provided below in this

subsection and in subsection 10.3, the Employer shall not have

any right, title or interest in the contributions made by it under

the Plan, and no part of the Retirement Fund shall revert to it

or for its benefit, except that upon termination of the Plan and

allocation and distribution of the Retirement Fund as provided

herein, any funds remaining in the Retirement Fund after the

satisfaction of all fixed and contingent liabilities shall, to the

extent permitted by law, revert to the Employer

ermination

Section 9. Amendment and

91 Amendment and Termination The Company expects

the Plan to be permanent, but since future conditions affecting

the Company cannot be anticipated or foreseen, the Company

must necessarily and does hereby reserve the right to amend,

modify or terminate the Plan, or discontinue making or

reducing contributions to the Plan at any time. The Company

may make such modification or amendments, which may be

made retroactive, to the Plan that are necessary or appropriate

to qualify or maintain the Plan as a plan meeting the

requirements of Section 401(a) of the Internal Revenue Code

of 1954 as now in effect or hereafter amended, or any other

applicable provisions of the internal Revenue Code as now in

affect or hereafter adopted or the regulations issued

thereunder. No amendment of the Plan shall cause any part of

the Retirement Fund to be used for, or diverted to purposes

other than for the exclusive benefit of the Members or their

beneficiaries covered by the Plan

92 Distribution on Termination In the event of the

termination of the Plan, or in the event of complete

discontinuance of contributions under the Plan, the assets then

held in the Retirement Fund shall be allocated, after payment

of all expenses of administration and liquidation, for the

following purposes and in the following manner and order, to

the extent of the sufficiency of such assets:

(a) First, to provide all or that part of his benefit under

Section 4 hereof for each Member (or his spouse or

beneficiaries) who either

(1) Was recetving benefit payments at the date which is

three years prior to the date of termination of the

Plan, or

A-58

FeRAM ee liad

(2)

Would have been receiving benefit payments at the

date which is three years prior to the date of

termination of the Plan if the Member had retired

under subsection 4.1 or 4.2 prior to such date and

had begun to receive benefit payments three years

prior to the date of termination of the Plan,

which is equal to the smailest benefit (he was receiving or

could have received) which would be provided for such person

under the Plan based on its provisions as in effect during the

five-year period ending on the date of termination of the Plan

Allocation shall be made on a prorata basis based on the then

present value of the benefits under this paragraph (a), if assets

are not sufficient to provide such benefits in full

(b) Second, if any assets remain, to provide all or that part of

his benefit under Section 4 hereof which is guaranteed

under Section 4022 of the Act for each remaining

Member (or his spouse or beneficiaries) who does not

qualify under (a) above but who either

(1)

(3)

Began to receive ‘enefit payments later than three

years prior to the date of termination of the Plan, or

Would have been receiving benefit payments on the

date of termination of the Plan if the Member had

retired under subsection 4.1 or 4.2 prior to such date

and had been eligible to receive benefit payments

thereunder on the date of termination of the Plan, or

Had previously terminated or would have been

eligible to terminate at the date of termination of the

Plan and be eligible to receive deferred vested benefit

payments under subsection 4.3 of the Plan, which is

equal to the smallest benefit which would be provided

A-59

eee

for such person under the Plan based on its

provisions as in effect during the five-year period

ending on the date of termination of the Plan

Allocation shall be made on a prorata basis based on

the then present value of the benefits under this

paragraph (b) if assets are not sufficient to provide

such benefits in full

(c) Third, if any assets remain, to provide that part, if any, of

his benefit under Section 4 hereof for each Member (or his

spouse or beneficiary) described in (a) and (b) above, which is

not provided for under (a) or (b) above, in the following order

of priority if such remaining assets are not sufficient to provide

all of such part of such benefits for all such persons

(1) To provide such part of the benefits which would be

provided for such person under the Plan based on its

provisions as in effect at the beginning of the five-

year period ending on the date of termination of the

Plan, and on a prorata basis based on the then present

value of such benefits under this paragraph (1) if such

assets are not sufficient to provide such benefits

described in this paragraph (1) in full, provided,

however, if such assets are more than sufficient to

provide such benefits described in this paragraph (1)

in full then the assets available under this paragraph

(c) shall be allocated as provided in (2) below.

(2) To provide such part of the benefits which would be

provided for such persons under the Plan based on its

provisions as in effect as amended by the most recent

Plan amendment effective during the five-year period

ending on the date of termination of the Plan under

which the assets under this paragraph (c) are

sufficient to provide such benefits in full; and with

A-60

any assets remaining thereafter to be allocated to

provide such part of the benefits which would be

provided for such persons under the Plan based on its

provisions as in effect as amended by each next

succeeding Plan amendment effective during such

five-year period

(d) Fourth, if any assets remain, to provide benefits for

each Member which are not provided for above,

which have accrued to the date of termination of the

Plan for Benefit Service to such date, and in the order

of priority described in (c)(1) and (2) above if assets

are not sufficient to provide such benefits in full

(e) If any assets remain, they shall revert to the Employer

as provided heretofore

Notwithstanding the foregoing if such allocation would not

provide a benefit for (i) any Member who was a participant in

any Prior Plan which is integrated and merged into this Plan,

or from which assets were transferred to this Plan, which will

equal the benefit which would have been provided for him

under such Prior Plan if it had terminated on the day before

the effective date of integration and merger or transfer into

this Plan, or (ii) any Member of this Plan who was a Member

of this Plan on the day before such effective date of integration

and merger or transfer, which will equal the benefit which

would have been provided for him under this Plan if it had

terminated on said day, after first subtracting from such Prior

Plan benefit or this Plan's benefit the value of any payments he

has received under this Plan, then his above allocation shall be

increased to an amount which will provide such a benefit, and

the above allocation to other persons who were not such

participants in such Prior Plan or such Members in this Plan

A-6]

shall be reduced to the extent necessary in the order or

precedence above established

The benefits to be provided by the allocations referred to

above shall be fully vested and nonforfeitable as of the date of

termination of the Plan for distribution to the persons entitled

thereto, and distribution may be implemented through -

(1) continuance of the Retirement Fund, or

(11) the establishment of a new retirement fund, or

(ii) the purchase of nontransferable annuity contracts, or

(iv) a combination thereof

provided, however, that the Committee upon finding that it is

not practicable or desirable under the circumstances to do any

of the foregoing with respect to some or all of the groups

listed above may provide for allocation of a part or all of the

assets of the Retirement Fund as Actuarial Equivalent cash

payments to any or all of such groups

93 Merger or Consolidation or Transfer. In the case of

any merger or consolidation of the Plan with, or in the case of

any transfer of assets or liabilities of the Plan to or from, any

other plan, each Member in the Plan shall (if the Plan then

terminated) receive a benefit immediately after the merger,

consolidation, or transfer which is equal to or greater than the

benefit he would have been entitled to receive immediately

before the merger, consolidation, or transfer (if the Plan had

then terminated).

94 Partial Plan Termination Upon a partial termination

of the Plan, the foregoing provisions of subsection 9.2 shall

A-62

only apply to the Members (or their spouses or beneficiaries)

with respect to whom the Plan is being terminated and only to

that portion of the Retirement Fund allocable to such

Members

Section 10 Relating to the Employers

10.1 Participation on the Plan. Any Affiliate which desires

to become ar: Employer as described in 2.1 (i) hereof, may

become a party to the Plan by adopting the Plan for the benefit

of its eligible Employees, effective as of the date specified in

such adoption

(a) By filing with the Committee a certified copy of a

resolution of its Board of Directors to that effect,

together with a Supplement to become a part hereof

containing the necessary provisions for each

Participating Group it desires to have covered by the

Plan, as the Committee may require, and

(b) By filing with the Committee a certified copy of a

resolution of the Company's Board of Directors

approving such adoption and said Supplement

10.2 Action by Company or other Employers. Any action

required or permitted to be taken under the Plan by the

Company or any other Employer shall be by resolution of its

Board of Directors or by a duly authorized committee of its

Board of Directors, or by a person or persons authorized by

resolution of its Board of Directors or such committee

10.3 Reversion of Retirement Fund Assets.

(a) If the Internal Revenue Service initially determines

that the Plan, as applied to an Employer does not

A-63

(b)

(c)

meet the requirements of a “Qualified Plan" under

Section 401(a) of the Internal Revenue Code, the

assets of the Retirement Fund attributable to

contributions made by that Employer under the Plan

shall be returned to that Employer within one year of

the date of denial of qualification of the Plan as

applied to that Employer

If a contribution or a portion of a contribution is

made by an Employer as a result of a mistake of fact,

such contribution or portion of a contribution shall

mot be considered to have been contributed to the

Retirement Fund by that Employer and, after having

been reduced by any losses of the Retirement Fund

attributable thereto, shall be returned to that

Employer within one year of the date the amount is

paid to the Retirement Fund

Each contribution made by an Employer is

conditioned upon the continued qualification of the

Plan under Section 401(a) of the Internal Revenue

Code and the deductibility of such contribution as an

expense for federal income tax purposes and.

therefore, to the extent that a contribution is made by

an Employer to the Plan for a period for which the

Plan is not a qualified plan under Section 401(a) of

the Internal Revenue Code or the deduction for a

contribution made by ar Employer is disallowed, then

such contribution, or portion of a contribution, after

having been reduced by any losses of the Retirement

Fund attributable thereto, shall be returned to that

Employer within one year of the date of

determination of the nonqualified status of the Plan

or the date of disallowance of the deduction

A-64

ee ee a eee ee eS ee eee Lae

PI Ae EE ae a ee Re en ee ee

Section 11. Predecessor Gould Plan

11.1 Transferred Benefit Accruals, Liabilities and Assets

on September 28, 1981 certain Participants in the Predecessor

Gould Plan ceased to be covered under that plan but then

became Participants in this Plan. This Plan shall continue

coverage and the accrual of benefits for such Participants

effective from January 1, 1981 or the date of participation

under the Predecessor Gould Plan if later. This Plan also shall

provide benefits to former Industrial Group employees who

retired or terminated under the Predecessor Gould Plan prior

to September 28, 1981 and would have qualified for

participation in this Plan but for their retirement or termination

equal to the benefits they became entitled to receive under the

Predecessor Gould Plan at the time of their retirement or

termination. All such liabilities which existed under the

Predecessor Gould Plan as of January 1, 1981 for such

Participants and Industrial Group employees, as well as the

allocable share of the assets of the Predecessor Gould Plan as

of January 1, 1981 attributable to such liabilities, shall be

transferred to this Plan as soon as practicable after appropriate

Internal Revenue Service approvals have been obtained with

respect to such transfer. Such allocable share of assets shall

be determined as of January 1, 1981, using the asset allocation

procedures applied by the Pension Benefit Guaranty

Corporation pursuant to Section 4044 of the Act and subject

to the applicable provisions of the Employee Benefits

Agreement between Gould and the Company dated September

28, 1981

A-65

SUPPLEMENT ONE

of the

IMPERIAL CLEVITE HOURLY RETIREMENT PLAN

Imperial Clevite Inc Participating Group No shall be

covered by the Imperial Clevite Inc. Hourly Retirement Plan

in accordance with the provisions of the Plan and on the

following basis

(a)

(b)

(d)

(e)

Name of Participating Group Participating Group

No

Group of Employees All production and maintenance

Emplovees of Imperial Clevite Inc. (the "Employer") on

and after the Effective Date of Coverage who are located

at the Lake City, Minnesota, plant and who are

represented by the International Brotherhood of

Boilermakers, Iron Ship Builders, Blacksmiths, Forgers.

and Helpers, AFL-CIO, Lodge 650 (the "Union")

Effective Date of Coverage Effective Date of the Plan

Additional Eligibility Requirements Under Subsection 3. |

ofthe Plan None other than set forth in (b) above

Norma! Retirement Benefit Under Subsection 4 1(b) of

the Plan A member's monthly normal retirement benefit

shall be equal to the benefit rate in effect at his

termination of employment multiplied by his years of

Benefit Service On June 1, 1970, the benefit rate in

effect was $3.00. Effective as of the following dates the

benefit race has been amended as shown below

A-66

ee aegaeseat!

nk athe ia Naa

(f)

(gq)

(h)

6-1-72 $ 3.50

6-1-73 450

6-1-74 5 24

R-12-75 6 25

8-12-76 7.25

10-16-78 7 75

0-1-80 8 25

10-1-8] 9 00

1-1-8? 9 745

1}0-1-83 10 25

Maximum on Benefit Service The maximum Benefit

Service under subsection 3 6(c) of the Plan shall be

35 years (prior to October 1. 1981. 30 years) for this

Participating Group

Death Benefit Upon the death of a Member who has

retired on his Normal Retirement Date under

conditions that entitled him to a normal retirement

benefit under the Plan. his beneficiary shall be entitled

to a single payment of $500 Upon his Normal

Retirement Date. a Member may designate his

beneficiary by filing with the Committee 4 written

designation of beneficiary If the designated

beneficiary should not survive the Member. the

benefits shall be paid to the Member's surviving

spouse: but if there be none, to his estate

Disability Retirement Benefit (Effective October

1981)

Eligibility. A member who incurs a Disability after he

has attained age 40 and completed ten years ol

Vesting Service but before his Normal Retirement

A-67

(2)

Age. shall be eligible to receive a Disability

retirement benefit under the Plan

The term Disability means physical or mental

incapacity expected to continue for life, which

renders a Member unable to engage in any

employment or occupation for remuneration or profit

for which he is reasonably qualified by reason of his

training, education and experience. The existence of

such Disability shall be established by certification of

entitlement to disability benefits under the Social

Security Act and by the certificate of a medical

doctor satisfactory to the Committee

Amount A Member's monthly Disability retirement

benefit shall be an amount computed in the same

manner as a normal retirement benefit based upon his

Benefit Service and the provisions of the Plan in

effect at the date his Disability occurred, reduced

until age 6S by benefits (other than a lump sum for

loss of sight or a bodily member) relating to his

Disability, paid to him under any Worker's

Compensation law and by any periodic sickness.

accident or disability benefits (except Federal Social

Security disability benefits) paid or payable under any

other plan or program, public or private, to which the

Employer shall have contributed

Commencement _and Duration Monthly Disability

retirement benefit payments shall begin as of the first

day of the sixth month following the month in which

the Disability occurred. When payments begin, they

shall be paid monthly thereafter as of the first day of

each succeeding month during his lifetime, provided,

however, if his Disability ceases prior to his 65th

A-68

see a uy

ee ee ee ec OP em ee ee et ee NY

ti OA ate

Si hE ok at a oe

(1)

birthday, his Disability benefit payments shall be

discontinued and.

(i) if he is not reemployed as an Employee, he shall

be entitled to either an early or a deferred vested

retirement benefit in accordance with Section 4

of the Plan, as the case may be, as if his

employment terminated on the date his Disability

ceased but based an the Benefit Service he had

and the benefit rate in effect under the Plan at the

date his Disability occurred, or

(ii) if he is reemployed as an Employee, he shall have

his Vesting Service and Benefit Service he had at

the time of his Disability reinstated Upon his

subsequent retirement his eligibility for a benefit

and the amount of the benefit shall be determined

and calculated and paid as if he were the first

retired based upon such reinstated Vesting

Service and Benefit Service plus any Vesting

Service and Benefit Service earned following the

date of reemployment

The Committee shall have the right to verify the

continuance of the Disability of a Member from

time to time prior to his 65th birthday, at

reasonable intervals, by requiring that the

Member undergo a medical examination by a

medical doctor designated by the Committee If

the Member refuses such examination, his

Disability retirement benefit payments shall be

suspended until he submits to such examination

Pre-Retirement Surviving Spouse Benefit’ If a Member

dies prior to the termination of his employment after

having attained age 50 and completed ten years of

Vesting Service and is a member of the group of

A-69

(})

(k)

employees described in (b) above, Subsection 404 of the

Plan shall not apply In lieu thereof, the surviving spouse

of such Member shall be entitled to a monthly surviving

spouse benefit equal to 50% of the Member's accrued

benefit at the time of his death beginning with the first day

of the month following the Member's death and ending

with the first day of the month in which the surviving

spouse dies

Early Retirement Reductions Effective as of August 12,

1976, the following provision shall replace subsection

4 2(b) of the Plan for this Participating Group

A Member's monthly early retirement benefit shall be an

amount computed in the same manner as a normal

retirement benefit based upon his Benefit Service and the

provisions of the Plan in effect on his Early Retirement

Date, reduced by 2% for each complete calendar month,

up to a maximum of 60 months, by which his first early

retirement benefit payment precedes the first day of the

month next following his 6Sth birthday, and also reduced

by S% for each complete calendar month by which his

first early retirement benefit payment precedes the first

day of the month next following his 60th birthday

Medicare Part B Supplement Benefit: If a Member retires

from this Participating Group on or after October 1,

1981, then when he is receiving Normal or Early

Retirement benefits under the Plan and is age 65 or over,

an amount shall be added to the monthly retirement

benefit otherwise payable to the Member for as long as he

is entitled to a retirement benefit under the Plan equal to

$5.50

= = ” a

A-70

2S La a MA LR NA art OE Le BA Lit oe RS RS wa

ecabied: at

ete

wd

at PAL 9 CON

te

Fees Sh Vite,

Ae ial Ne Lg HA iss

aii ptsi lin, Das nal

place ae Silane

what Aen

aaa

19

ATTEST

By

Its

This amended supplement executed this day of

IMPERIAL CLEVITE, INC

Its President

Secretary

AMENDED

SUPPLEMENT ONE

of the

IMPERIAL CLEVITE INC HOURLY RETIREMENT

PLAN

(Amended through October 2, 1987)

Participating Group No | shall be covered by the Imperial

Clevite Inc Hourly Retirement Plan in accordance with the

provisions of the Plan and on the following basis

(a) Name of Participating Group Participating Group

No |

(b) Group of Employees All production and

maintenance Employees of Imperial Clevite Inc (the

“Employer") on and after the Effective Date of

Coverage who are located at the Lake City,

Minnesota, plant and who are represented by the

International Brotherhood of Boilermakers, Iron Ship

Builders. Blacksmiths, Forgers, and Helpers, AFL-

CIO, Lodge 650 (the “Union")

(c) Effective Date of Coverage September 28, 1981

(Coverage under Predecessor Gould Plan effective

June 1, 1970)

(d) Additional Eligibility Requirements Under Subsection

3.1 of the Plan None other than set forth in (b)

above

(e) Norma! Retirement Benefit Under Subsection 4. 1(b)

of the Plan A Member's monthly normal retirement

benefit shall be equal to the benefit rate in effect at

A-72

ee! teary em te eas CNET cae eee Cis Sask

ae te

SAO Me Fi a ES I A yb

Li sive

a il tio Na had

(f)

his termination of employment multiplied by his years

of Benefit Service On June |, 1970, the benefit rate

in effect was $3.00 Effective as of the following

dates the benefit rate has been amended as shown

helow

6-1-72 $ 3.50

6-}]-73 450

6-1-74 § 25

8-12-75 6 25

8-12-76 7.25

10-16-78 775

10-1-80 8 25

10-1-81 9 00

10-1-82 9.75

10-1-83 10.25

|0-1-84 10.75

10-1-85 11 25

|0-1-86 11.75

For Members who retire on or after October | 1984

but before October 3, 1987

(1) any retirement benefits due for months beginning

on or after October |, 1985 but before October

| 1986 shall be based on an $11 25 henefit rate:

and

(2) any retirement benefits due for months beginning

on or after October |, 1986 shall be based on an

$11.75 benefit rate

Maximum on Benefit Service The maximum Benefit

Service under subsection 3 6(c) of the Plan shall be

A.73

35 years for this Participating Group (prior to

October |, 1981, the maximum was 30 years)

Death Benefit Upon the death of a Member who has

retired on his Normal Retirement Date under

conditions that entitled him to a normal retirement

benefit under the Plan, his beneficiary shall be entitled

to a single payment of $500. Upon his Normal

Retirement Date, a Member may designate his

beneficiary by filing with the Committee a written

designation of beneficiary If the designated

beneficiary should not survive the Member, the

benefits shall be paid to the Member's surviving

spouse; but if there be none, to his estate

Disability Retirement Benefit (Effective October 1,

1981)

(1) Eligibility A member who incurs a Disability

after he has attained age 40 and completed ten

years of Vesting Service but before his Normal

Retirement Age, shall be eligible to receive a

Disability retirement benefit under the Plan

The term Disability means physical or mental

incapacity expected to continue for life, which

renders a Member unable to engage in any

employment or occupation for remuneration or

profit for which he is reasonably qualified by

reason of his training, education or experience

The existence of such Disability shall be

established by certification of entitlement to

disability benefits under the Social Security Act

and by the certificate of a medical doctor

satisfactory to the Committee

A-74

se a a

(2)

(3)

Amount A Member's monthly Disability

retirement benefit shall be an amount computed

in the same manner as a normal retirement

benefit based upon his Benefit Service and the

provisions of the Plan in effect at the date his

Disability occurred, reduced until age 65 by

benefits (other than a lump sum for loss of sight

or a bodily member) relating to his Disability,

paid to him under any Worker's Compensation

law and by any periodic sickness, accident or

disability benefits (except Federal Social Security

disability benefits) paid or payable under any

other plan or program, public or private, to

which the Employer shall have contributed

Commencement and _ Duration Monthly

Disability retirement benefit payments shall begin

as of the first day of the sixth month following

the month in which the Disability occurred

When payments begin, they shall be paid monthly

thereafter as of the first day of each succeeding

month during his lifetime, provided, however, if

his Disability ceases prior to his 65th birthday,

his Disability benefit payments shall be

discontinued and,

(i) if he is not reemployed as an Employee, he

shall be entitled to either an early or a

deferred vested retirement benefit in

accordance with Section 4 of the Plan, as

the case may be, as if his employment

terminated on the date his Disability ceased

but based on the Benefit Service he had and

the benefit rate in effect under the Plan at

the date his Disability occurred, or

A-75

(ii) if he is reemployed as an Employee, he shall

have his Vesting Service and Benefit Service

he had at the time of his Disability

reinstated. Upon his subsequent retirement

his eligibility for a benefit and the amount of

the benefit shall be determined and

calculated and paid as if this was his first

retirement based upon such reinstated

Vesting Service and Benefit Service plus

any Vesting Service and Benefit Service

earned following the date of reemployment.

The Committee shall have the right to verify

the continuance of the Disability of a

Member from time to time prior to his 65th

birthday, at reasonable intervals, by

requiring that the Member undergo a

medical examination by a medical doctor

designated by the Committee. If the

Member refuses such examination, his

Disability retirement benefit payments shall

be suspended until he submits to such

examination.

(i) Pre-Retirement Surviving Spouse Benefit: If a

Member dies prior to the termination of his

employment after having attained age 50 and

completed ten years of Vesting Service and is a

member of the group of employees described in (b)

above, Subsection 4.4 of the Plan shall not apply. In

lieu thereof, the surviving spouse of such Member

shall be entitled to a monthly surviving spouse benefit

equal to 50% of the Member's accrued benefit at the

time of his death beginning with the first day of the

month following the Member's death and ending with

A-76

i» Pee ey

}

5

:

4

-

q

.

F

F

(j)

(k)

(I)

the first day of the month in which the surviving

spouse dies

Early Retirement Reductions: Effective as of August

12, 1976, the following provision shall replace

subsection 4.2(b) of the Plan for this Participating

Group.

A Member's monthly early retirement benefit

shall be an amount computed in the same manner

as a normal retirement benefit based upon his

Benefit Service and the provisions of the Plan in

effect on his Early Retirement Date, reduced by

2% for each complete calendar month, up to a

maximum of 60 months, by which his first early

retirement benefit payment precedes the first day

of the month next following his 65th birthday,

and also reduced by 5% for each complete

calendar month by which his first early

retirement benefit payment precedes the first day

of the month next following his 60th birthday

Medicare Part B Supplement Benefit: If a Member

retirees from this Participating Group on or after

October 1, 1981, then when he is receiving Normal

or Early Retirement benefits under the Plan and is age

65 or over, an amount shall be added to the monthly

retirement benefit otherwise payable to the Member

for as long as he is entitled to a retirement benefit

under the Plan equal to $5.50.

Special Provision for Former Eau Claire Employees:

Any Member of this Participating Group who was on

the payroll at the Company's Eau Claire, Wisconsin

Plant on July 10, 1984 and was covered under

A-77

Supplement Two of this Plan at that time shall be

treated as having been covered by this Supplement

for all service earned under the Plan providing that

the member applied for and was accepted as an

employee at the Lake City, Minnesota plant prior to

the expiration of his union recall rights at Eau Claire

Any benefit payable under the provisions of this

paragraph shall be reduced, but to not less than zero,

by the benefit payable under Supplement 2 of this

Plan. In addition, no Member of this Participating

Group shall receive credit under this Plan for more

than one year of Benefit Service for the calendar year

1984

This Supplement One amends and replaces the original

Supplement One of the Plan, effective October 1, 1984

IN WITNESS WHEREOF, the undersigned committee

has caused this amendment to be executed on behalf of the

Company on this day of , 198 _

IMPERIAL CLEVITE PENSION

AND WELFARE PLAN COMMITTEE

By S/S

Its

A-78

A le nn ont Mee ct one MOS Bae

4s

Pea ees 8 2 0Nee yl tdend eA Se LD

4a a ee ye

Pin 1 lh BIN iT AE BOIS me AIA IANS AI IE nF Pct FO AD Te

" tis.

SUPPLEMENT TWO

of the

IMPERIAL CLEVITE INC. HOURLY RETIREMENT

PLAN

Imperial Clevite Inc. Participating Group No. shall

be covered by the Imperial Clevite Inc. Hourly Retirement

Plan in accordance with the provisions of the Plan and on the

following basis

(a)

(b)

(c)

(d)

Name_ of Participating Group: Participating Group

No

Group of Employees: All Employees of the Company

on and after the Effective Date of Coverage who are

Located at the Eau Claire, Wisconsin plant and who

are represented by International Union, United

Automobile, Aerospace and Agricultural Implement

Workers of America, Local 102 (the "Union")

Effective Date of Coverage: Effective Date of the

Plan

Normal Retirement Benefit Under Subsection 4 1(b)

of the Plan. A Member's monthly normal retirement

benefit shall be equal to the benefit rate in effect at

his termination of employment multiplied by his years

of Benefit Service. On September 9, 1964, the benefit

rate in effect was $2.00. Effective as of the following

dates the benefit rate has been amended as shown

below

9-09-68 $ 2.50

9-09-70 3.00

9-09-71 3.50

A-79

9-09-72 4.00

9-09-73 4.75

9-09-74 5.50

9-09-75 6.00

9-09-76 6.75

9-10-77 7.25

9-10-78 8.00

9-30-79 8.50

9-08-80 9.00

8-31-81] 9.75

8-30-82 10.25

8-29-83 11.00

(e) Maximum Benefit Service: Under subsection 3.6(c)

(f)

of one Plan, there shall be no maximum benefit

service for this participating group (prior to

September 10, 1977, the maximum was 33 years) .

Disability Retirement Benefit: A Member who has

attained age 40 and has ten or more years of Benefit

Service who incurs a Disability shall be entitled to a

Disability retirement benefit beginning on the first of

the month following the incurrence of his Disability

and continuing until he is no longer disabled. The

monthly amount of the Disability retirement benefit

shall be equal to the benefit rate in effect at the time

of his disablement multiplied by his years of Benefit

Service at the time of his disablement. "Disability"

means physical or mental disability expected to result

in death or to be of long continued duration which

renders the Employee unable to engage in any

employment or occupation for remuneration or profit

for which he is reasonably qualified by reason of his

training, education or experience; provided, however,

the "Disability" shall not include a disability arising by

A-80

rae BRS Ad oe ALT ee pend lg NSC. Nay

et et art at

SoA sk eRe Rs Nee eS til cal RM ELL the

(g)

(h)

virtue of chronic alcoholism, drug addiction, injuries

sustained during engagement in a_ felonious

enterprise, or self-inflicted wounds, other than

accidental ones. The existence of such "Disability"

shall be established by the certificate of a medical

doctor satisfactory to the Committee. If no such

certificate is furnished, when requested, the

"Disability" shall be deemed to have ceased

Pre-Retirement Surviving Spouse Benefit’ If a

member dies prior to the termination of his

employment after having attained age 55 and

completed ten years of Vesting Service, Subsection

4.4 of the Plan shall not apply. In lieu thereof, the

surviving spouse of such Member shall be entitled to

a monthly surviving spouse benefit equal to 50% of

the Member's accrued benefit at the time of his death

beginning with the first day of the month following

the Member's death and ending with the first day of

the month in which the surviving spouse dies. Such

surviving spouse benefit shall be reduced by 1% for

each year, if any, by which the spouse's date of birth

is more than five years subsequent to that of the

Member (but not in excess of 10%)

Optional Post-retirement Surviving Spouse Benefits:

In lieu of the monthly retirement benefit otherwise

payable under subsection 4.1 or 4.2 of the Plan or

under paragraph (g) of this supplement, a Member

may elect (which election shall include the rejection

of the automatic post-retirement surviving spouse

benefit under subsection 4.5 of the Plan), on a form

furnished by and filed with the Committee prior to

the effective date of the election, to receive a reduced

monthly retirement benefit. This benefit shall be

A-81

payable to him with the provision that if his spouse

(to whom he is married at least one year on the

effective date of the election) shall be living at the

effective date of the election and also at his death

after such election becomes effective, a surviving

spouse benefit shall be payable to his spouse. Such

election is subject to the following conditions

(1) The election shall have an effective date of the

member's Normal or Early Retirement Date, or

the date Disability benefits begin. unless

Disability benefits begin before the Member's

55th birthday, in which case the effective date

shall be the first day of the month following his

55th birthday, provided Disability benefits are

still payable on such date

(2) A Member may rescind the election by written

notice to the Committee prior to the effective

date of the election The election shall be

cancelled automatically if the Member dies

before the effective date of such election, or if

his spouse dies or ceases to be his spouse before

such effective date

The reduced monthly retirement benefit payable to

the Member shall be the benefit otherwise payable,

reduced to the percentage thereof that is applicable to

him pursuant to the following formula

90% plus 5% for each full year (if any) that his

spouse's date of birth is before the Member's

date of birth (up to a maximum of 100%) and

minus 5% for each full year (if any) that his

A-82

(i)

spouse's date of birth is after the Member's date

of birth

The monthly benefit payable to the surviving spouse,

if the Member's death occurs on or after the effective

date of his election, shall be 50% of the reduced

amount of such Member's monthly retirement benefit

as determined in the preceding paragraph. For a

Member entitled to an early retirement benefit who

dies before such benefit begins, the reduced amount

of his benefit shall be determined as if such benefit

were to begin on the first of the month after the

month in which he dies. Such benefit shall be payable

on the first of each month during which such spouse

is living after the month in which such death of the

member occurs

Early Retirement Reductions’ The following

provision shall replace subsection 4.2(b) of the Plan

for this Participating Group (Effective 9-10-78):

A Member's monthly early retirement benefit

shall be an amount computed in the same manner

as a normal retirement benefit based upon his

Benefit Service and the provisions of the Plan in

effect on his Early Retirement Date, reduced by

2% for each complete calendar month, up to a

maximum of 60 months, by which his first early

retirement benefit payment precedes the first day

of the month next following his 65th birthday,

-and also reduce.d by 4% for each complete

calendar month by which his first early

retirement benefit payment precedes the first day

of the month next foilowing his 60th birthday

A-83

Executed this dav of 198)

IMPERIAL CLEVITE INC

By

Its President

A-84

AMENDED

SUPPLEMENT TWO

of the

IMPERIAL CLEVITE INC. HOURLY RETIREMENT

PLAN

ae ae are

4

Participating Group No 2 shall be covered by the Imperial

Clevite Inc Hourly Retirement Plan in accordance with the

provisions of the Plan and on the following basis

(a) Name of Participating Group Participating Group

No 2

(b) Group of Employees All Employees of the Company

on and after the Effective Date of Coverage who are

located at the Eau Claire, Wisconsin plant and who

are represented by International Union, United

Automobile, Aerospace and Agricultural Implement

Workers of America, Local 102 (the "Union")

(c) Effective Date of Coverage September 28, 1981

(Coverage under Predecessor Gould Plan effective

September 9, 1964)

(d) Normal Retirement Benefit Under Subsection 4. 1(b)

of the Plan. A Member's monthly normal retirement

benefit shall be equal to the benefit rate in effect at

his termination of employment multiplied by his years

of Benefit Service On September 9, 1964. the benefit

rate in effect was $2.00. Effective as of the following

dates the benefit rate has been amended as shown

below

9-09-68 $ 2.50

9-09-70 3

A-85

ee

(e)

9.09-7 | 3 50

9.09.72 400

9.99.73 475

9.00.74 5 50

9.09.75 6 OO

90.09.76 6 75

9.10-77 725

9-10-78 g O00

9.30.79 & 50

9.O8-80 900

8-31-81] 975

8-30-82 10 25

8-79-83 1100

For Members who retire after August 30, 1981 but

before September 9, 1984.

(1) any retirement benefits due for months beginning

on or after August 30, 1982 but before August

29, 1983 shall be based on a $10 25 benefit rate,

and

(2) any retirement benefits due for months beginning

on or after August 29, 1983 shall be based on an

$11.00 benefit rate

Maximum Benefit Service. Under subsection 3 6(c)

of the Plan, there shall be no maximum benefit

service for this Participating Group (prior to

September 10, 1977, the maximum was 35 years)

Disability Retirement Benefit: A member who has

attained age 40 and has ten or more years of Benefit

Service who incurs a Disability shall be entitled to a

Disability retirement benefit beginning on the first of

A-86

SI tt

ding sd. Meat

(g)

the month following the incurrence of his Disability

and continuing until he is no longer disabled The

monthly amount of the Disability retirement benefit

shall be equal to the benefit rate in effect at the time

of his disablement multiplied by his years of Benefit

Service at the time of his disablement. "Disability"

means physical or mental disability expected to result

in death or to be of long continued duration which

renders the Employee unable to engage in any

employment or occupation for remuneration or profit

for which he is reasonably qualified by reason of his

training, education or experience, provided, however,

that "Disability" shall not include a disability arising

by virtue of chronic alcoholism, drug addiction,

injuries sustained during engagement in a felonious

enterprise, or self-inflicted wounds, other than

accidental ones. The existence of such “Disability”

shall be established by the certificate of a medical

doctor satisfactory to the Committee. If no such

certificate is furnished, when requested, the

"Disability" shall be deemed to have ceased

Pre-Retirement Surviving Spouse Benefit: if a

Member dies prior to the termination of his

employment after having attained age 55 and

completed ten years of Vesting Service, Subsection

4 4 of the Plan shall not apply. In lieu thereof, the

surviving spouse of such Member shall be entitled to

a monthly surviving spouse benefit equal to 50% of

the Member's accrued benefit at the time of his death

beginning with the first day of the month following

the Member's death and ending with the first day of

the month in which the surviving spouse dies. Such

surviving spouse benefit shall be reduced by 1% for

each year, if any, by which the spouse's date of birth

A-87

(h)

is more than five years subsequent to that of the

Member (but not in excess of 10%)

Optional Post-retirement Surviving Spouse Benefits

In lieu of the monthly retirement benefit otherwise

payable under subsection 4.1 or 4.2 of the Plan or

under paragraph (g) of this supplement, a Member

may elect (which election shall include the rejection

of the automatic post-retirement surviving spouse

benefit under subsection 4.5 of the Plan), on a form

furnished by and filed with the Committee prior to

the effective date of the election, to receive a reduced

monthly retirement benefit This benefit shall be

payable to him with the provision that if his spouse

(to whom he is married ‘at least one year on the

effective date of the election) shall be living at the

effective date of the election and also at his death

after such election becomes effective, a surviving

spouse benefit shall be payable to his spouse. Such

election is subject to the following conditions

(1) The election shall have an effective date of the

Member's Normal or Early Retirement Date, or

the date Disability benefits begin, unless

Disability benefits begin before the Member's

55th birthday, in which case the effective date

shall be the first day of the month following his

55th birthday, provided Disability benefits are

still payable on such date.

(2) A member may rescind the election by written

notice to the Committee prior to the effective

date of the election. The election shall be

cancelled automatically if the Member dies

before the effective date of such election, or if

A-88

A Bt me

(

)

his spouse dies or ceases to be his spouse before

such effective date

The reduced monthly retirement benefit payable to

the member shall be the benefit otherwise payable,

reduced to the percentage thereof that is applicable to

him pursuant to the following formula

90% plus 5% for each full year (if any) that his

spouse's date of birth is before the Member's

date of birth (up to a maximum of 100%) and

minus 5% for each full year (if any) that his

spouse's date of birth is after the Member's date

of birth

The monthly benefit payable to the surviving spouse,

if the Member's death occurs. on or after the effective

date of his election, shall be 50% of the reduced

amount of such Member's monthly retirement benefit

as determined in the preceding paragraph For a

Member entitled to an early retirement benefit who

dies before such benefit begins, the reduced amount

of his benefit shall be determined as if such benefit

were to begin an the first of the month after the

month in which he dies. Such benefit shall be payable

on the first of each month during which such spouse

is living after the month in which such death of the

Member occurs

Early Retirement Reductions’ The following

provision shall replace subsection 4 2(b) of the Plan

for this Participating Group (effective 9-10-78)

A Member's monthly early retirement benefit

shall be an amount computed in the same manner

A-89

(j)

as a normal retirement benefit based upon his

Benefit Service and the provisions of the Plan in

effect on his Early Retirement Date, reduced by

2% for each complete calendar month, up to a

maximum of 60 months, by which his first early

retirement benefit payment precedes the first day

of the month next following his 65th birthday,

and also reduced by 4% for each complete

calendar month by which his first early

retirement benefit payment precedes the first day

of the month next following his 60th birthday

Early Retirement Benefits, Eligibility. Any Member

of this Participating Group on the active payroll as of

July 10, 1984 who attains his Early Retirement Age

by July 10, 1985 shall be eligible to receive an early

retirement benefit under the Plan commencing on or

after his Early Retirement Date

(k) Vested Retirement Age Subsection 2.1(s)(3) will

apply to any Member of this Participating Group on

the active payroll as of July 10, 1984 who is

subsequently placed on layoff status or terminates

employment with the Company even though he may

have completed less than ten years of Vesting Service

(1) Benefit Service) Any Member of this Participating

Group on the active payroll as of July 10, 1984 who

is subsequently placed on layoff status, retires, or

terminates employment with the Company will

receive credit for a full year of Benefit Service for

calendar year 1984 even though he did not complete

the required Hours of Service in Subsection 3.6(b)

A-90

This Supplement Two amends and replaces the original

Supplement Two of the Plan, effective July 10. 1984

A-91

IN WITNESS WHEREOF., the undersigned committee

has caused this amendment to be executed on behalf of the

Company on this day of

198

IMPERIAL CLEVITE PENSION

AND WELFARE PLAN COMMITTEE

By S/S

Its

A-92

"ELAN

WHEREAS, IMPERIAL CLEVITE, INC (the

"Company") maintains IMPERIAL CLEVITE INC

HOURLY RETIREMENT PLAN (the "Plan"): and

WHEREAS, amendment of the Plan is now considered

desirable.

NOW, THEREFORE, pursuant to the power reserved to

the Company by subsection 9.1 of the Plan. and pursuant to

the authority delegated by the Company's board of directors to

the Imperial Clevite Pension and Welfare Plan Committee (the

"Committee"), the Committee hereby amends the Plan in the

following particulars

|. By substituting the following for subparagraph 2. 1(b)

of the Plan

"(b) ‘Actuarial! Equivalent’ means a benefit having the

same value as the benefit it replaces, based on the

following interest rates and mortality tables

(1) For determining the lump sum _ Actuarial

Equivalent of a benefit

(1) Interest Rate: the rate used by the Pension

Benefit Guaranty Corporation for valuing

annuities for the month of January in the

Plan Year which includes the date of

determination

A-93

(4) Mortality Table UP 1984 Table

(2) For determining the Actuarial Equivalent for any

‘ther purpose under the Plan

_

(1) Interest Rate 7°o per annum

(11) Mortality table UP 1984 Table "

By adding the following new sentence after the

sentence in subparagraph 2 1(s)(1) of the Plan

"A Member's nght to his normal retirement benefit shall

be nontorieitable on and after his Normal Retirement

Age "

3 By adding the following new sentence after the

sentence in subparagraph 4 1(b) of the Plan

"The amount of a Member's monthly normal retirement

benefit shall be actuarially increased to reflect the

aggregate amount of monthly normal retirement benefit

payments which were not paid to such Member for those

calendar months (if any) beginning on or after his Normal

Retirement Age during which he completed less than 40

Hours of Service "

4 By substituting the following for subsection 4.8 of

the Plan

"48 Maximum Annual Benefits Notwithstanding any

other provisions of this plan to the contrary, the annual

benefit provided under this defined benefit plan from

Employer contributions for any Member shall in no event

exceed the lesser of (a) or (b) below

A-94

(a) $90,000, or the larger Actuarial Equivalent for an

annual benefit commencing after age 65. or the

smaller Actuarial Equivalent for an annual benefit

commencing before age 62, provided that such

equivalent shall not be reduced below

(1) $75,000 if payment of the benefit begins at or

after age 5S. or

(11) an amount which is an Actuarial Equivalent to a

benefit of $75,000 commencing at age 55 if

payment of the benefit begins before age 55. or

(b) an amount equal to 100% of the Annual average of

the highest three consecutive calendar years of

compensation paid to the Member by the Employer

during his active participation in the Plan

Beginning in 1988, as of January | of each year. the dollar

limitation as determined by the Commissioner of Internal

Revenue for that calendar year to reflect increases in the cost

of living shall become effective as the dollar amounts in (a )

above for the Plan Year ending within that calendar year Any

increase in the maximum benefit under this clause small apply

to all benefits payable with respect to former as well as present

Members. If a member has less than 10 years of benefit

service, the limits stated above as applied to the member. shall

be reduced to a fraction thereof that his number of such vears

bears to 10 If a Member in this Plan also is a participant in a

defined contribution plan of the Employer, the aggregate

benefits payable to, or an account of, him under both plans will

be determined in a manner consistent with Section 415 of the

Internal Revenue Code of 1954 and Section 235 of the Tax

Equity and Fiscal Responsibility Act of 1982 Accordingly,

there will be determined with respect to the Member a defined

A-95

benefit plan fraction and a defined contribution plan fraction in

accordance with said Sections 415 and 235 The benefits

provided for the Member under this Plan will be adjusted to

the extent necessary so that the sum of such fractions

determined with respect to the member does not exceed | 0 "

Particular 3 above shall be effective as of January |, 1982.

particular 4 above shall be effective as of January |, 1983, and

particulars | and 2 shall be effective as of January |, 1984

IN WITNESS WHEREOF, the Undersigned Committee

has caused this amendment to be executed on behalf of the

Company on this 21st dav of December, 1984

IMPERIAL CLEVITE PENSION AND

WELFARE PLAN COMMITTEE

By S/S

Its \VW Human Resources

SECOND AMENDMENT

OF

IMPERIAL CLEVITE INC_ HOURLY RETIREMENT

PLAN

WHEREAS, Imperial Clevite, Inc. (the "Company")

maintains Imperial Clevite Inc Hourly Retirement Plan (the

"plan"), and

WHEREAS, amendment of the plan is now considered

desirable.

NOW, THEREFORE. pursuant to the power reserved to

the company by subsection 9 | of the plan and pursuant to the

authority delegated by the Company’s Board of Directors to

the Imperial Clevite Pension and Welfare Plan Committee (the

“committee"), the committee hereby amends the plan in the

following particulars

|. By substituting the following for subparagraph 2. 1(b)

of the plan

"(b) ‘Actuarial Equivalent’ means a benefit having the

same value as the benefit it replaces, based on the

following

(1) For determining the lump sum Actuarial

Equivalent of a benefit use the following

assumptions

(1) Interest Rate’ the rate used by the Pension

Benefit Guaranty Corporation for valuing

immediate annuities for the month of

January in the Plan Year which includes the

date of determination

A-97

(11) Mortalitv Table LP 1984 Table

(2) For determining the contingent annuitant option

Actuarial Equivalent cf a benefit

Adjust the applicable base factor as follows

for each full year that Member's age is

Less than More than

Less More Contingent Contingent

Base than than Annuitant s Annuitant s

Option Factor 65 65 Age Age

$0% eray NNW araeia - O0OS0 NN50

66 2/3% Q 7) + (Ad OO4Ad + HOSR OOSR

Maximum factor (

For determining the certain and life annuity

option Actuarial Equivalent of a benefit

Adjust the applicable base factor as follows

for each full year that Member's age is

Less More

Base than than

Option Factor 65 65

vears 976 + DO60 - OO60

To determine the benefit amount payable under two

or three above. the base factors, as adjusted, shall be

multiplied by the benefit payable on a life only

annuity basis

(4) For determining the Actuarial Equivalent for any

other purpose under the Plan

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(1) Interest Rate 7% per annum

(1) Mortality table UP 1984 Table

1 adding the following new Section 2 at the

Y ag U Ic | v ! :

,

end of the plan

‘SECTION 13

Compliance with 1984 Laws

13] Purpose of Section This Section 13 has been

added to the plan so that the plan will contain provisions that

comply with the Tax Reform Act of 1984 and the Retirement

Equity Act of 1984. If the term ‘participant,’ with or without

initial capitalization, is used elsewhere in the plan to denote a

person who !s participating in the plan, the term ‘member’ as

used in this Section |3 is intended to have the same meaning

as the term participant To the extent that there is any

inconsistency or conflict between any provisions of this

Section and any other provisions of the plan, it is intended that

the provisions of this Section shall contro!

13.2 Maternity and Paternity Absences. In the case of

a maternity or paternity absence (as defined below), an

employee will not be considered to have incurred a one-year

break in service until the end of the twelve consecutive-month

period next following the twelve consecutive-month period

commencing on the first day of such absence provided the

employee has not returned to active employment with the

Company prior to the completion of such 24-month period A

Maternity or paternity absence’ means an employee's absence

from work because of the pregnancy of the employee or birth

of a child of the employee, the placement of a child with the

employee in connection with the adoption of such child by the

employee, or for purposes of caring for the child immediately

A-99

following such birth or placement The company may require

the employee to furnish such information as the company

considers necessary to establish that the employee's absence

was for one of the reasons specified above

13 3 Reemployed _ Employees Any provision

contained elsewhere in the plan that would result in the prior

eligibility, vesting or benefit service of a former employee

being disregarded for plan purposes in the event of

reemployment of such former employee shall be applicable to

the reemploved employee only if

(a) the former employee is reemployed after having

incurred five consecutive one-vear breaks in service.

and

(b) the former emplovee's number of consecutive one-

vear breaks in service equals or exceeds his number

of years of vesting service for which he had been

credited during his previous employment with the

Company

A ‘one-year break in service’ means the 12 consecutive-month

peniod commencing on the day next following an employee's

Termination of Service and each successive 12-month period

during which a former employee continues not to be employed

by the Company

134 Form of Payment of Retirement Benefits. If a

Member is marred at the time payment of his retirement

benefits is to commence, such benefits will be payable in a

joint and survivor form in an amount that is actuarially

equivalent to payment of his retirement benefits in a life only

form. The joint and survivor form of payment shall provide

for monthly payments to the Member for his lifetime and if he

A-100

is survived by the person who was his spouse at the time

payments commenced, a continuing monthly payment will be

made to the spouse for the balance of her lifetime in an

amount equal to SO percent of the monthly amount that was

payable to the Member while living If the Member's

retirement benefit is payable in the form described above. such

payment will be in lieu of any other form of payment that

might otherwise be payable under the provisions of the plan

If a member does not wish to have his retirement benefit paid

in the joint and survivor form described above. he may elect

not to have his retirement benefit paid in this form which

election must be made during the 90-day period immediately

preceding commencement of payment of his retirement benefit

and must be consented to by the Member's spouse

13.5 Spouse Pre-Retirement Death Benefit If a

member who has become eligible to receive a retirement

benefit dies before payment of such benefit commences and

the Member is survived by a spouse, there shall be payable to

such spouse a 50 percent survivorship benefit such as is

described in subsection 134 The amount of such death

benefit shall be based on the Member's accrued benefit as of

the date of death and will be payable to the surviving spouse

monthly commencing with the first month next following the

month in which the Member died or, if later, the month next

following the month in which the Member would have attained

age 5S years Ifa death benefit becomes payable under this

subsection, such benefit will be in lieu of any other form of

benefit that might be payable under the plan following the

death of a Member except that if any other such form of death

benefit would exceed in value the death benefit payable under

this subsection, such other death benefit will be paid to the

extent that it exceeds the value of the death benefit payable

under this Subsection

A-10]

136 Member's Elections Subject to subsection 13 7,

a Member may make the following elections

(a) An election that the Member does not want his

retirement benefit paid in the joint and survivor form

described in subsection 13 4

(b) An election that, in the event of the Member's death,

the spouse's pre-retirement death benefit described in

subsection 13 5 is not to be paid

(c) An election cancelling any election previously made

under (a) above

Any election made under (a) or (b) above may be made at any

time during the 90-day period immediately preceding the day

that payment of a Member's retirement benefit is to

commence, and an election under (b) above may be made at

any time on or after the first day of the plan year in which the

Member attains age 35 years and before the member's death

An election under (c) above may be made at any time before

payment of his retirement benefit commences or the member's

death

13.7 Spouse Consent If a Member has a spouse at

the time an election is being made under paragraph 13 6(a) or

(b) or if the Member acquires a spouse after making such an

election, the spouse's consent to the election must be furnished

to the company in order for the election to be valid Such

consent must be in writing and must acknowledge the effect of

the election. The consent must be signed by the spouse and

witnessed by a notary public’ No such consent will be

required if the Member does not have a spouse. If the spouse

furnishing such consent subsequently ceases to be the

Member's spouse and the Member subsequently acquires

A-102

another spouse, the consent of the new spouse will be required

in order for any such election by the Member to be valid

13.8 Written Explanations Within a reasonable period

of time before a member's retirement benefit is to commence

the company shall provide the Member with a written

explanation of

(a) the terms and conditions of the joint and survivor

form of payment described in subsection 13 4

(b) the Member's right to make. and the effect of an

election under paragraph | 3 6(a).

(c) the rights of the Member's spouse under subsection

127

i.

(d) the Member's right to make and the effect of an

election under paragraph |3 7(b)

In addition to the written explanation described above, a

written explanation providing substantially the same

information shall be furnished by the Company to a Member

within the later of the following periods

(1) A period commencing on the first day of the plan

year in which the Member attains age 32 and ending

on the last day of the plan year in which the Member

attains age 34, or

(2) The three-year period commencing on the first day of

the pian year in which the Member first became a

Member in the pian

A-103

13.9 Domestic Reiations Orders. Any provision in the

plan that restricts or prohibits the assignment, transfer,

pledging or other alienation of a Member's retirement benefit

shall not restrict or prohibit the Company from giving effect to

a domestic relations order which directs payment of any part

or all of a Member's retirement benefit to an alternate payee

provided that the Company determines that such order is a

‘qualified domestic relations order’ within the meaning of

Section 414(p) of the Internal Revenue Code

13 10 Five Percent Owners. If for any reason payment

of a Member's retirement benefit has not commenced when he

reaches age 70-1/2 years, payment of such benefit shall

commence no later than the April | next following the

calendar year in which the Member reached such age provided

the Member is then living and provided the Member owned

five percent or more of the Company in the calendar year in

which he reached age 70-1/2 years."

13.11. Charge for Death Benefit Any retirement

benefit that a Member becomes entitled to under the plan,

including any survivorship or death benefits that are payable

after the death of a Member, will be reduced by 0.04167

percent thereof for each month during which the Member has

the benefit of the pre-retirement death benefit coverage

provided by subsection 13.5. For purposes of determining the

amount of reduction in a Member's retirement benefits, the

months for which the Member will be deemed to have the

benefit of such death benefit coverage will be the months in

the period commencing with the month in which a Member

first becomes eligible for a retirement benefit under the plan

or, if later, the first day of the plan year in which the Member

reaches age 35 years and ending with the month in which the

first of the following occurs

A-104

(a) The month in which the Member dies.

(b) The month next preceding the month in which

payment of the Member's retirement benefit

commences, or

(c) The month in which the Member elects not to have

the benefit of such death benefit coverage apply to

him provided that the member's spouse has consented

to such election

No reduction in a Member's retirement benefit shall be

made for any months occurring prior to January 1, 1985

except to the extent a similar reduction was imposed

under other provisions of the plan to the member's

benefits for any such months on account of a similar death

benefit coverage provided by the plan Further, if a

Member's retirement benefit was not so reduced for any

months prior to January |, 1985, no such reduction will

be made on account of any month in the year 1985, if the

Member makes an election under paragraph 13 6(b) on or

before January 1, 1986 not to have the death benefit

protection apply to the Member and the Member's spouse

consents thereto as provided in subsection 13 7

The foregoing amendment shall be effective as of

January |, 1985

A-105

IN WITNESS WHEREOF, the undersigned committee

has caused this amendment to be executed on behalf of the

Company on this 31st day of October, 1985

IMPERIAL CLEVITE PENSION

AND WELFARE COMMITTEE

By OS

Its_ Secretary _

A-106

A al Set

THIRD AMENDMENT

OF

IMPERIAL CLEVITE INC. HOURLY RETIREMENT

PLAN

WHEREAS, Clevite Industries Inc (the "Company")

maintains Imperial Clevite Inc. Hourly Retirement Plan (the

"Plan"); and

WHEREAS, the Plan previously has been amended and

further amendment thereof now is considered desirable.

NOW, THEREFORE, by virtue and in exercise of the

power reserved to the Company by subsection 9.1 of the Plan

and pursuant to the authority delegated by the Company's

Board of Directors to the Clevite Industries Inc Benefit Plan

Committee (the "Committee"), the Committee hereby amends

the Plan in the following particulars:

1. By changing the name of the Plan from "Imperial

Clevite Inc. Hourly Retirement Plan" to "Clevite Industries Inc

Hourly Retirement Plan."

2. By substituting the following for subsection 1.1 of

the Plan:

"ti The Plan. Clevite Industries Inc (previously

known as Imperial Clevite Inc., and hereinafter

referred to as the ‘Company') maintains Clevite

Industries Inc Hourly Retirement Plan (previously

known as Imperial Clevite Inc. Hourly Retirement

Plan, and hereinafter referred to as the ‘Plan') for its

eligible employees. The Plan was adopted effective

September 28, 1981. The Plan is a continuation of and

successor to the Gould Inc. Pension Plan (hereinafter

referred to as the ‘Predecessor Gould Plan’) maintained

A-107

by Gould Inc (hereinafter referred to as 'Gould’), as

that plan applied to former Industrial Group employees

prior to September 28, 1981."

3. By substituting the following for subparagraph

2 1(b\ 1 (1) of the Plan

"(1) Interest Rate the rates used by the Pension

Benefit Guaranty Corporation for valuing

immediate and deferred annuities for the

month of January in the Plan Year which

includes the date of determination."

4 By substituting the following for subsection 2 1(e) of

the Plan

"(e) ‘Committee’ means the Clevite Industries Inc

Benefit Plan Committee appointed by the

Company to administer the Plan as described in

subsection 7.1 hereof."

S___ By adding the following new subparagraph 3 5(f) to

the Plan immediately after subparagraph 3 S(e) thereof

"(f) Notwithstanding any other provisions of the Plan

to the contrary, an Employee who is transferred

to employment with J. P. Industries, Inc. or any

member of the controlled group of corporations

of which J. P Industries, Inc. is a member

(‘J P.I.') pursuant to the sale of the assets of the

Company's Engine Parts Division and who, at

the time of transfer, had not completed ten Years

of Vesting Service or attained Normal

Retirement Age shall receive credit for Vesting

Service for each full year and fraction of a year

A-108

(to the nearest one-twelfth of a year) in which he

is employed by J.P.I., in accordance with the

foregoing rules generally applicable to Vesting

Service with an Employer. Such an individual's

Termination of Vesting Service will be the date

the individual terminates employment with J P |

Employment with J. P.I. will not be taken into

account for purposes of determining Benefit

Service or, except as provided above, for any

other purposes under the Plan and thus, if an

Employee described above completes ten Years

of Vesting Service, the type and amount of

benefit he will be entitled to shall be the type and

amount of benefit he otherwise would have been

entitled to at the time of transfer if he then had

completed ten years of Vesting Service A

transferred Employee who had completed ten

years of Vesting Service or attained Normal

Retirement Age prior to the time of transfer shall

be entitled to the same type and amount of

benefit he was entitled to at the time of transfer "

6. By substituting the following for subsections 4 4 and

4.5 of the Plan

"4.4 Pre-Retirement Spouse's Benefit. A benefit

shall be payable to the spouse of a Member who dies after

August 22, 1984 and who had completed at least one

hour of service after that date, subject to and determined

in accordance with the terms and conditions prescribed

under this subsection 4.4. In the case of a Member of a

Participating Group to whom Pre-Retirement Surviving

Spouse Benefit coverage is otherwise extended under a

Supplement to this Plan, the provisions of this subsection

4.4 shall be applicable, except to the extent the provisions

A-109

of such Supplement conflict with the provisions of this

subsection 4 4 or provide a greater benefit than otherwise

would be provided hereunder

(a)

(b)

Eligibility A monthly spouse's benefit shall be

pavable on behalf of a member who, at the date

of his death

(i) was married and had been married to the

same spouse for the one-year period ending

on that date.

(i) had either attained age 65 years or

completed 10 or more years of Vesting

Service, and

(ii) had not begun to receive benefits under the

Plan

Reduction of Retirement Benefits The monthly

retirement benefit payable to a Member at his

retirement (and accordingly under subsection 4 5

hereof, if applicable shall be reduced by the sum

of (i) the ‘Reduction Percentage,’ if any,

applicable to such Member's retirement benefits

as of August 31, 1984 in accordance with the

provisions of subparagraph 4 4(c)(1) of the Plan

as in effect on that date, and (11) 04167%

multiplied by the number of complete months

after August 31, 1984 in which Pre-Retirement

Spouse's Benefit coverage is in effect, except

that months prior to the end of the applicable

notice period (as defined in (h) below), and

months after which the Member becomes eligible

for pre-retirement spouse's benefit coverage at

A-110

(c)

no charge pursuant to a collective bargaining

agreement, shall not be counted

Amount The Pre-Retirement Spouse's Benefit

shall be in an amount determined as follows

(1)

(11)

(111)

If the Member had attained age 65 years by

the date of his death, 50% of the amount of

the reduced monthly normal retirement

benefit, computed pursuant to subparagraph

4 S(b), to which the Member would have

been entitled if the first day of the month

coincident with or next following the date of

his death were his Normal Retirement Date

and his benefits were payable in the form

specified in subparagraph 4 5(b) of the Plan

[f the Member had met the requirements of

subparagraph 4 2(a) by the date of his death

(or earlier retirement), 50% of the amount

of the reduced monthly early retirement

benefit, computed pursuant to subparagraph

4 2(b), to which the Member would have

been entitled if the first day of the month

coincident with or next following the date of

his death were his Early Retirement Date

and his benefits were then payable in the

form specified in subparagraph 4 5(b) of the

Plan

If the Member had not met the requirements

of subparagraph 4.2(a) by the date of his

death (or earlier termination of

employment), 50% of the amount of the

reduced monthly deferred vested retirement

A-111

benefit, computed pursuant to subparagraph

4 3(b), to which the Member would have

been entitled if he had _ terminated

employment on the date of his death and his

benefits were payable in the form specified

in subparagraph 4 S(a) of the plan

commencing an the first day of the month

coincident with or next following his 5Sth

birthday (or his date of death, if later)

(d) Commencement _and Duration The monthly

(e)

(f)

Pre-Retirement Spouse's Benefit shall be payable

to the Member's spouse for life, commencing as

of the first day of the month coincident with or

next following the later of the date of the

member's death or the date the Member would

have attained age 55 years, and shall end with

the month in which the Member's spouse dies

Waiver of Coverage A Member shall be entitled

to make an election not to maintain coverage

hereunder at any time during the election period

described in subparagraph (g) below. To be

effective any such election shall require the

consent of the Member's spouse in a manner

prescribed under subparagraph 4 5(c). Any such

election may be revoked by the Member within

the election period

Duration of Coverage. Once in effect, coverage

under this subsection 4.4 shall remain in effect

until the earliest of

(1) the date the Member is divorced from his

spouse,

A-112

So a ete ae

(h)

(11) the Member's spouse dies,

(11) the Member's benefit commencement date.

or

(iv) the date the Member effectively elects not to

have such coverage apply to him

In the event coverage terminates pursuant to

subsections (i), (il) or (ili), such coverage

automatically shall resume on the date the

Member has been remarried for one year, or the

Member's benefits are suspended by reason of

reemployment, as the case may be, unless the

Member otherwise effectively elects

Election Period. The election period shall

commence on the first day of the Plan Year in

which the Member attains age 35 and end on the

earlier of: (i) the date of the Member's death or

(11) his benefit commencement date: provided

that, in the case of a Member who terminates

employment prior to attaining age 35 but after

completing ten years of Vesting Service, the

election period shall commence on the date of his

termination of employment with respect to his

accrued benefits as of such date

Notice of Terms and Conditions. Within the

applicable notice period (as defined below), the

Committee shall furnish each Member with a

general written explanation of the terms and

conditions of the Pre-Retirement Spouse's

Benefit, the Member's nght to make and the

A-113

Benefits

(a)

effect of an election to waive Pre-Retirement

Survivor Benefit coverage, the rights of the

Member's spouse, the Member's right to revoke

an election to waive the Pre-retirement Spouse's

Benefit and the effect of such a revocation. For

purposes of the preceding sentence, the term

‘applicable notice period’ means, with respect to

any Member, whichever of the following periods

ends last

(i) the period beginning with the first day of the

Plan Year in which the Member attains age

32 and ending with the close of the Plan

Year preceding the Plan Year in which he

attains age 35,

(ii) a reasonable period after the individual

becomes a Member, and

(ii) a reasonable period after the Member's

termination of employment with the

Employers, in the case of a Member who

terminates employment before attaining age

35

. >

45 Post-Retirement Joint and Survivor Annuity

Eligibility. A Member who is legally married on

his benefit commencement date and who had not

made an _ election in accordance’ with

subparagraph (c) below shall receive such

benefits in the form of a joint and survivor

annuity

A-114

(b) Amount and Duration. Such joint and survivor

(c)

annuity shall (i) be Actuarially Equivalent to the

amount of monthly retirement benefits otherwise

payable to the Member in accordance with the

Plan on a life annuity basis, and (ii) consist of a

reduced monthly retirement benefit continuing

during the Member's lifetime, and if the

Member's spouse is living at the date of the

Member's death, payment of one-half of such

reduced monthly retirement benefit to such

spouse until the spouse's death occurs, with the

last payment to be made for the month of the

death of the last to die of the Member and his

spouse

Election to Waive Joint and Survivor Annuity.

A Member may make a written election to waive

the joint and survivor annuity at any time during

the 90-day period ending on the date payment of

his benefits commences. Such an election will be

effective only if the Member's spouse consents to

the election in writing, and such consent

acknowledges the effect of the waiver and is

witnessed by a member of the Committee or a

notary public. At least nine months prior to the

earliest date on which a Member may begin to

receive benefits under the Plan, the Committee

shall furnish him with a written explanation of

the terms and conditions of the joint and survivor

annuity, the Member's right to make, and the

effect of, an election to waive the joint and

survivor annuity, the requirement of spousal

consent to such a waiver, and the Member's right

to make, and the effect of, a revocation of such a

waiver. An election under this subparagraph

A-115

(d)

may be revoked by a Member at any time prior

to the date payment of his benefits commences

Optional _Post-Retirement__ Surviving _ Spouse

Benefit Notwithstanding any provision therein

to the contrary, the election by a Member of an

Optional Post-Retirement Surviving Spouse

Benefit in accordance with the provisions of any

Supplement to this Plan shall not be effective

unless the Member and the Member's spouse first

waive the joint and survivor annuity coverage in

accordance with subparagraph (c) above, except

that, if such Optional Post-Retirement Surviving

Spouse Benefit meets the requirements of a

‘qualified joint and survivor annuity’ (as defined

in Section 417(b) of the Internal Revenue Code)

and would result in a greater benefit being

payable to the Member and the Surviving

Spouse, then the foregoing shall not apply."

7. By deleting subsections 13.4 through 13.8 and 13.11

of the Plan, and redesignating subsections 13.9 and 13.10 of

the Plan as subsections 13.4 and 13.5, respectively

Particulars 3 and 5 through 7 above shall be effective as

5

of January 1, 1987, and particulars 1, 2 and 4 above shail be

effective as of July 3, 1986

A-116

IN WITNESS WHEREOF, the undersigned Committee has

caused this amendment to be executed on behalf of the

Company, dated this 14th day of February, 1987

CLEVITE INDUSTRIES INC

BENEFIT PLAN COMMITTEE

By ae S/S _ oe =e CA

Its Corp. Dir. Human Resources

A-117

FOURTH AMENDMENT

OF

CLEVITE INDUSTRIES INC HOURLY RETIREMENT

PLAN

WHEREAS, The Pullman Company (the "Company”")

maintains the Clevite Industries Inc Hourly Retirement Plan

(formerly known as the Imperial Clevite Inc. Hourly

Retirement Plan and hereinafter referred to as the "Plan"); and

WHEREAS, the Plan has previously been amended and

further amendment thereof is now considered desirable.

NOW, THEREFORE, pursuant to the power reserved to

the Company by subsection 9.1 of the Plan, and pursuant to

the authority delegated by the Company's Board of Directors

to the Committee appointed by the Board to administer the

Plan, the Committee hereby amends the Plan effective

September 30, 1987 (except as otherwise set forth herein) as

follows

1. Subsection 1.1 of the Plan is hereby deleted in its

entirety and the following provision is substituted in lieu

thereof:

"1.1 The Plan. The Pullman Company

(successor to Clevite Industries Inc, formerly known as

Imperial Clevite Inc., and hereinafter referred to as the

‘Company') maintains the Clevite Industries Inc Hourly

Retirement Plan (previously known as the Imperial

Clevite Inc. Hourly Retirement Plan and hereinafter

referred to as the 'Plan') for its eligible employees. The

Plan was adopted effective September 28, 1981. The

Plan is a continuation of and successor to the Gould Inc.

Pension Plan (hereinafter referred to as the ‘Predecessor

A-118

Gould Plan’ ) maintained by Gould Inc. (hereinafter

referred to as 'Gould'), as that plan applied to former

Industrial Group employees prior to September 28,

1981."

2. Subsection 2.1(e) of the Plan is hereby deleted in its

entirety and the following provision is substituted in lieu

thereof:

"(e) ‘Committee’ means the committee appointed by

the Board of Directors of the Company to administer the

Plan as described in subsection 7.1 hereof."

sn

3. Effective January 1, 1987, the Plan is amended by

adding the following sentence at the end of subsection 2. 1(n):

“Notwithstanding the above, no Employee shall

become a Participant after February 17, 1987."

4. Effective January 1, 19

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