1.

Article I of Part A of the Plan is hereby amended by adding a new Section 1.08A to read as follows:

2.

The Plan is hereby amended by adding a new Section 3.08 to Article III of Part A to read as follows:

3.

The Plan is hereby amended by deleting Section 4.03 of Part A in its entirety and replacing it with the following:

4.03

Distribution of Assets.

(a)

Upon termination of the Plan, all interests of each Employee, beneficiary or other successors in interest affected by the termination of the Plan in his benefits, as applicable and determinate as of the Termination Date, shall become 100 percent vested and nonforfeitable, to the extent funded and/or guaranteed by the Pension Benefit Guaranty Corporation (“PBGC”). Notwithstanding the foregoing, any Employee who terminated with the Company or an Affiliated Employer at a time when he had no vested Accrued Pension under the Plan shall be deemed to have received a complete distribution of his entire vested Accrued Pension on the date of such termination of employment and such Employee shall not become vested in any Accrued Pension as a result of this Section 4.03.

(b)

Notwithstanding any contrary Plan provision, in the case of a former Employee who: (i) terminated employment with the Company or Affiliated Employer; (ii) had a zero (0) vested interest in his Accrued Pension at the time of such termination from employment; and (iii) is re-employed by the Company or Affiliated Employer on or after the Termination Date, such former Employee shall not earn any additional vesting service under the Plan.

(c)

In the case of termination of the Plan, the rights of an Employee to his early retirement benefits or retirement-type subsidies or any optional forms of benefit protected under Section 411(d)(6) of the Internal Revenue Code as of the Termination Date, to the extent then funded or protected by law, if greater, shall be nonforfeitable.

(d)

In the event of Plan termination, unless the Company will pay liquidation expenses, an amount estimated to be sufficient for that purpose shall be set aside, and the remaining portion of the Trust Fund held for the purposes of this Plan

(i)

To provide for payment of benefits to Employees or their beneficiaries which were in pay status as of the beginning of the three year period ending on the termination or complete discontinuance of contributions date (or which would have been in pay status as of such date if the Employee has elected to retire as of the earliest date on which he was eligible to retire and receive a pension) based upon the provisions of the Plan (as in effect during the five year period ending on the termination or complete discontinuance of contributions date) under which such pension benefit would be the least;

(ii)

To provide for the payment of benefits to Employees or their beneficiaries in excess of amounts covered in (i) above, to the extent such benefits are guaranteed by the PBGC;

(iii)

To provide for the payment of benefits to Employees who are entitled to or eligible for a Deferred Vested Pension (not including within the meaning thereof those benefits which are nonforfeitable solely as a result of the termination of the Plan) in excess of the amounts covered under (i) and (ii) above; and

(iv)

To provide for the payment of all benefits to all other Employees according to the respective actuarial values of their Accrued Pensions as of the termination or complete discontinuance of contributions date.

4.

The Plan is hereby amended by deleting Section 4.04 of Part A in its entirety and replacing it with the following:

4.04

Manner of Distribution.

(a)

Time of Distribution on Plan Termination. After the Termination Date, the Committee shall determine the date(s) as of which distributions on account of the Plan termination shall occur (“Distribution Date”). The Committee shall have the authority to delay distributions until approval of Plan termination is received by the Internal Revenue Service and/or the PBGC.

(b)

Form of Payment and Election Procedure Upon Plan Termination. Except as otherwise provided in this Section 4.04, the various payment form provisions and the election procedures contained in the Plan shall apply with respect to the distributions made on account of the Plan termination, except that all benefit election forms provided by the Committee to individuals who are not in pay status as of the Distribution Date shall be provided at least thirty (30) days before such Distribution Date and must be properly completed by such individuals and returned to the Committee before the last day of the election period established by the Committee (which shall be at least thirty (30) days after the date such forms are so provided).

(c)

Plan Termination Lump Sum Window Payment Option. Notwithstanding any contrary Plan provision, this Section 4.04(c) provides certain Eligible Individuals (as defined in Section 4.04(c)(i)) with the right to elect during the Election Window (as described in Section 4.04(c)(ii)) to receive their benefit in the form of a single-sum payment. The Committee may establish distribution rules and procedures for the Election Window which shall be applied in a consistent and nondiscriminatory manner.

(i)

Eligibility. This Plan Termination Lump Sum Payment Window shall be available to the following:

(A)

Active Employees;

(B)

An Employee who has separated from service from the Company or an Affiliated Employer who has a nonforfeitable right to an Accrued Pension under the Plan and who has not yet attained his required commencement date (the later of his Normal Retirement Date or date of separation from service) as of the first day of the Election Window period, or who will attain his required commencement date on or after July 1, 2026 but before December 31, 2026 under the provisions of the Plan applicable to such Eligible Individuals;

(C)

Surviving spouses or other beneficiaries of Employees (who died prior to commencing their Accrued Pension) who have not yet attained their required commencement date (the later of the Employee’s Normal Retirement Date or the Employee’s date of death), who are entitled to receive a death benefit under the Plan and who have not yet commenced such death benefit as of the first day of the Election Window; and

(D)

Subject to Section 4.04(c)(i)(E), alternate payees who have been assigned a separate interest under a domestic relations order which has been approved as a qualified domestic relations order under Section 414(p) of the Internal Revenue Code prior to the Annuity Starting Date for the Election Window, but only if the terms of the qualified domestic relations order do not conflict with such participation in the Election Window;

(E)

An Employee and his associated spouse or other individual (alternate payee) who are parties under a domestic relations order (“DRO”) which is in restricted (i.e., “DRO pending”) status in accordance with the Plan’s qualified domestic relations order procedures at any time prior to the Annuity Starting Date for the Election Window.

(ii)

Election Window. An Eligible Individual may elect, during the Election Window period established by the Committee, in accordance with procedures prescribed by the Committee and subject to the procedural and spousal consent requirements set forth in the Plan, to receive: (1) a

(A)

Annuity Starting Date. The Annuity Starting Date with respect to the single-sum payment and corresponding immediate annuity forms of payment shall be the date(s) selected by the Committee in its sole discretion and communicated to Eligible Individuals. Notwithstanding any contrary Plan provision, any Eligible Individual who does not elect to participate in the Election Window will not be deemed to have had an Annuity Starting Date under the Plan in connection with the Election Window.

(B)

Revocation. An Eligible Individual may revoke, in accordance with procedures prescribed by the Committee, an election under this Section 4.04(c) (including an election to take the single-sum payment) at any time before the Annuity Starting Date and may elect a different form of payment at any time before the Annuity Starting Date, but may not elect (or again elect) the single-sum payment after the last day of the Election Window.

(iii)

Calculation of Amount.

(B)

If the Eligible Individual as described in Section 4.04(c)(i)(A) or (B) does not qualify under Section 4.04(c)(iii)(A), the single-sum payment shall be the present value (based on actuarial equivalence set forth in Section 417(e) of the Internal Revenue Code and as set forth in the Plan) as of the Annuity Starting Date of the Eligible Individual’s Accrued Benefit commencing as an immediate single life annuity on his Normal Retirement Date. In addition, the benefit payable as immediate annuities for such Eligible Individual shall be determined based on the actuarial equivalence of a single life annuity payable at Normal Retirement Date and based on the actuarial factors set forth in this Section 4.04(c)(iii)(B).

(C)

If the Eligible Individual is a surviving spouse or other beneficiary as described in Section 4.04(c)(i)(C), the single-sum payment shall be equal to the present value (based on actuarial equivalence set forth in Section 417(e) of the Internal Revenue Code and as set forth in the Plan) as of the Annuity Starting Date of the death benefit that would have been payable as an immediate single life annuity as of the Annuity Starting Date for the Election Window. If the Plan would not have permitted a distribution as of the Annuity Starting Date, the single life annuity available as of the Annuity Starting Date will be calculated to be actuarially equivalent of the single life annuity payable as of the earliest retirement date using the actuarial equivalence factor under Section 417(e) of the Internal Revenue Code.

(d)

Annuity Contract. Any nontransferable and irrevocable group annuity contract purchased from an insurance company, pursuant to the provisions of this Section 4.04(d), shall provide for all benefits and payment forms under the Plan, to the extent required by law. In addition, in order to commence payment under a deferred annuity contract, the Employee is required to terminate employment with the Company and all Affiliated Employers.

(e)

Small Lump Sums. Notwithstanding any contrary Plan provision, if the present value of a benefit payable under the Plan to any Employee, beneficiary, participant, spouse, or an alternate payee is determined on the Annuity Starting

(f)

Uncashed Lump Sum Distribution Checks. Any individual whose Plan benefit upon Plan termination is distributed in the form of a single-sum payment through a check must negotiate such check within 180 days of the check issuance date. If such check is not negotiated (cashed or deposited) within such 180-day time period, such check shall be deemed to be invalid and the single-sum payment shall be forwarded to the PBGC’s missing participant program pursuant to PBGC Regulation Section 4050.106.

5.

The Plan is hereby amended by deleting Section 4.05 of Part A in its entirety and replacing it with the following:

4.05

Residual Amounts.

6.

The Plan is hereby amended by adding a new Section 4.08 to Article IV of Part A to read as follows:

7.

The Plan is hereby amended by deleting Section 10.01 of Part A in its entirety and replacing it with the following:

8.

The Plan is hereby amended by deleting Section 10.03 of Part A in its entirety and replacing it with the following:

9.

The Plan is hereby amended by deleting Section 3.04(a) of Part B in its entirety and replacing it with the following:

(a)

A married Employee shall receive his benefit as a Joint and Survivor Pension unless he elects in writing, during the applicable election period (which shall be the ninety (90) day (180 days after 2006) period ending on his Annuity Starting Date or such other period as may be required by applicable governmental regulations) to receive his benefit as a Basic Pension or in one of the optional forms available under paragraph (b) below and his spouse consents to his election (if required to do so by the applicable IRS Regulations) in a manner acknowledging the effect of such election, in a writing witnessed by a plan representative or notary public (unless the Employee can establish to the satisfaction of the Plan Administrator that consent cannot be obtained because the Employee’s spouse cannot be located or such other circumstances as may be provided by applicable government regulations). Such election of an alternative form of payment will not be valid unless (1) the election designates a form of

10.

The Plan is hereby amended by deleting the first paragraph of Section 3.04(b) of Part B in its entirety and replacing it with the following:

(b)

An Employee may elect to receive an optional form of benefit in lieu of the Joint and Survivor Pension or Basic Pension which would otherwise be paid to him. Any elections made by a married Employee must be consented to by the Employee’s spouse (if required by the IRS Regulations) in a writing witnesses by a plan representative or notary public as described in paragraph (a) above. Notwithstanding the foregoing, spousal consent is only required for an optional form of payment if the optional form of payment is not a qualified joint and survivor annuity as provided in the applicable IRS Regulations, including IRS Regulation Section 1.401(a)-20, Q&A-16. Such optional form shall be the Actuarial Equivalent of the Employee’s Basic Pension as defined in Section 1.02. Age for Employee and beneficiary shall be rounded to the nearest whole age. Optional forms of payments available are:

11.

The Plan is hereby amended by deleting the first paragraph of Section 3.04(d) of Part B in its entirety and replacing it with the following:

(e)

An Employee may revoke any election and make a new election under this Section in writing during the applicable election period. The new election must be consented to by the spouse (if required by the applicable IRS Regulations) in the same manner as described above (unless the Employee can establish to the satisfaction of the Plan Administrator that consent cannot be obtained because the Employee’s spouse cannot be located or such other circumstances as may be provided by applicable government regulations), unless the prior consent of the spouse expressly permits elections by the Employee of a new form of consent by the spouse; provided, however, that no general consent of the spouse is valid, unless the general consent acknowledges that the spouse has the right to limit consent to a specific beneficiary and a specific form of benefit and that spouse

12.

The Plan is hereby amended by deleting the first sentence of Section 3.04(e) of Part B in its entirety and replacing it with the following:

(e)

This paragraph (e) shall be applicable only prior to February 27, 2027, in the circumstance where either due to short notice provided by an Employee or administrative oversight, the requirements of paragraph (c) above are not met for the Employee’s intended Annuity Starting Date.

13.

The Plan is hereby amended by adding a new sentence to the beginning of Section 3.07 of Part B to read as follows:

14.

The Plan is hereby amended by deleting the first sentence of Section 8.03 of Part B in its entirety and replacing it with the following:

15.

The Plan is hereby amended by deleting Section 2.03(a) of Part C in its entirety and replacing it with the following:

2.03

Method of Payment – Joint and Survivor Pension

(a)

A married Employee who has been married throughout the one-year period ending on his benefit commencement date shall receive his benefit as a Joint and Survivor Pension unless he elects in writing, during the applicable election period, which shall be the ninety day (180 days after 2006) period ending on his benefit commencement date or such other period as may be required by applicable government regulations, to receive his benefit as a Basic Pension or, after 2007, an Optional Joint and Survivor Pension and his spouse consents to his election (if

16.

The Plan is hereby amended by deleting Section 2.03(c) of Part C in its entirety and replacing it with the following:

(c)

An Employee may revoke any election and make a new election with his spouse’s consent at any time during the applicable election period as specified above. The new election must be consented to by the spouse in the same manner as described above (unless the Employee can establish to the satisfaction of the Plan Administrator that consent cannot be obtained because the Employee’s spouse cannot be located or such other circumstances as may be provided by applicable government regulations or spousal consent is not required by the applicable IRS Regulations), unless the prior consent of the spouse expressly permits election of the Basic Pension by the Employee without additional consent by the spouse; provided, however, that no general consent of the spouse is valid, unless the general consent acknowledges that the spouse has the right to limit consent to the specific beneficiary and a specific optional form of benefit and that the spouse voluntarily elects to relinquish both of such rights. Notwithstanding the foregoing, spousal consent is only required for an optional form of payment if the optional form of payment is not a qualified joint and survivor annuity as provided in the applicable IRS Regulations, including IRS Regulation Section 1.401(a)-20, Q&A-16.

17.

The Plan is hereby amended by deleting the first sentence of Section 2.03(e) of Part C in its entirety and replacing it with the following:

(e)

This paragraph (e) shall be applicable only prior to February 27, 2027, in the circumstance where either due to short notice provided by an Employee or administrative oversight, the requirements of paragraph (c) above are not met for the Employee’s intended Annuity Starting Date.

18.

The Plan is hereby amended by adding a new sentence to the beginning of Section 2.04 of Part C to read as follows:

2.04

Re-employment.

19.

The Plan is hereby amended by deleting the first paragraph of Section 5.01(b) of Part C in its entirety and replacing it with the following:

(b)

The monthly amount of the benefit under this Section 5.01 payable to the surviving spouse shall be an amount equal to what such spouse would have received under the survivor portion of the Joint and Survivor Pension which would have been payable to the Employee or former Employee if he had

20.

The Plan is hereby amended by deleting Section 5.01(d) of Part C in its entirety and replacing it with the following:

(d)

Prior to August 31, 2026, upon the Employee’s benefit commencement date under Section 2.03, his benefit will be reduced by the Reduction Factor described in paragraph (b) in order to take into account the cost of the Spouse’s Benefit for each year it was in effect. An Employee may waive the Spouse’s Benefit as provided in paragraph (f) below; however, his benefit upon retirement will still be reduced to cover the cost of the Spouse’s Benefit for the period during which it was not waived.

21.

The Plan is hereby amended by deleting the first sentence of Section 8.02 of Part C in its entirety and replacing it with the following: