Help for item C.25.v.c.

GENERAL:

The response to this item will be used to complete the blank labeled 25.v.c in the following language in the Adoption Agreement.

For purposes of accruing a benefit under the Offset Unit Credit Formula, the following information shall be used:

(a) Gross Benefit Percentage [25.v.a]%

(b) Offset Percentage [25.v.b]% (not to exceed the maximum offset allowance if the Plan is intended to meet a Code section 401(a)(4) safe harbor.)

NOTE: the maximum offset allowance will not exceed the lesser of (1) one-half of the Gross Benefit Percentage or (2) the applicable factor determined from Table I or II of the Disparity Addendum to the Basic Plan Document.

(c) The maximum number of Years of Years of Credited Service taken into account under paragraphs (a) and (b) will be [25.v.c].

(If the Plan is intended to meet a Code section 401(a)(4) safe harbor: (i) may not exceed 35, and (ii) if the Plan uses the Fractional Accrual Rule or the Plan is a 412(i) Plan may not be less than 25)

(d) Percentage applied after period taken into account under paragraph (c) [25.v.d]% (May not exceed the lesser of: (1) the Gross Benefit Percentage [If the Plan is intended to meet a Code section 401(a)(4) safe harbor], and (2) 133 1/3 percent of the Gross Benefit Percentage reduced by the Offset Percentage.)

(e) The maximum number of Years of Years of Credited Service taken into account under paragraph (d) will be [25.v.e]. (If the Plan is intended to meet a Code section 401(a)(4) safe harbor and if the Plan uses the Fractional Accrual Rule or the Plan is a 412(i) Plan, the sum of paragraph (c) and paragraph (e) must be no less than 35)

BASIC PLAN DOCUMENT:

Section 4.01(a)(5) Offset Unit Credit

(5) Offset Unit Credit. Subject to the overall permitted disparity limit below, each Participant will receive a benefit payable at Normal Retirement Age equal to the sum of (A) and (B):

(A) (I) The Gross Benefit Percentage specified in the Adoption Agreement times Average Annual Compensation times each Year of Credited Service offset by the Offset Percentage specified in the Adoption Agreement times Final Average Annual Compensation up to the Integration Level times each Year of Credited Service. The Offset Percentage for any Participant shall not exceed one-half of the Gross Benefit Percentage, multiplied by a fraction (not to exceed one), the numerator of which is the Participant's Average Annual Compensation, and the denominator of which is the Participant's Final Average Compensation up to the Integration Level. The maximum number of Years of Credited Service taken into account under this paragraph will be specified in the Adoption Agreement.

(II) The number of Years of Credited Service taken into account under Subsection (A)(I) for any Participant may not exceed the Participant's cumulative permitted disparity limit. The Participant's cumulative permitted disparity limit is equal to 35 minus the number of years credited to the Participant for purposes of the benefit formula or the accrual method under the Plan under one or more qualified plans or simplified employee pensions (whether or not terminated) ever maintained by the Employer, other than years for which a Participant earned a Year of Credited Service under the benefit formula in Subsection (A)(I). For purposes of determining the Participant's cumulative permitted disparity limit, all years ending in the same calendar year are treated as the same year. If the Participant's cumulative disparity limit is less than the period of years specified in Subsection (A)(I), then for years after the Participant reaches the cumulative permitted disparity limit and through the end of the period specified in Subsection (A)(I), the Participant's benefit will be equal to the lesser of (i) Gross Benefit Percentage, or (ii) 133-1/3 percent of the Gross Benefit Percentage reduced by the Offset Percentage, times Average Annual Compensation.

(B) The percentage specified in the Adoption Agreement times Average Annual Compensation for each Year of Credited Service after the number of Years of Credited Service taken into account in Subsection (A). If however, benefits after the latest fresh-start date are accrued under the fractional accrual rule or the Plan is a Section 412(i) Plan, then for each Year of Credited Service after the Years of Credited Service taken into account in Subsection (A), this percentage will be equal to the Gross Benefit Percentage. The maximum number of Years of Credited service taken into account under this Subsection (B) will be specified in the Adoption Agreement.

(C) Overall Permitted Disparity Limit: For any Plan Year this Plan benefits any Participant who benefits under another qualified plan or simplified employee pension maintained by the Employer that provides for permitted disparity (or imputes permitted disparity), the benefit for all Participants under this Plan will be equal to the Gross Benefit Percentage minus the Offset Percentage, times the Participant's total Average Annual Compensation. If this paragraph is applicable, this Plan will have a fresh-start date on the last day of the Plan Year preceding the Plan Year in which this paragraph is first applicable. In addition, if in any subsequent Plan Year this Plan no longer benefits any Participant who also benefits under another qualified plan or simplified employee pension maintained by the Employer that provides for permitted disparity (or imputes permitted disparity), this Plan will have a fresh-start date on the last day of the Plan Year preceding the Plan Year in which this paragraph is no longer applicable. For purposes of determining the Participant's overall permitted disparity limit, all years ending in the same calendar year are treated as the same year.

The foregoing is only intended to be a brief overview of applicable plan provisions. You should carefully review the entire Adoption Agreement and the entire Basic Plan Document to ensure that your responses to the Adoption Agreement questions accurately reflect the intended design of the plan.

OffsetUnitCreditYears