{"id":40395,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-growth-account-plan-the-estee-lauder-cos-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-growth-account-plan-the-estee-lauder-cos-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-growth-account-plan-the-estee-lauder-cos-inc.html","title":{"rendered":"Retirement Growth Account Plan &#8211; The Estee Lauder Cos. Inc."},"content":{"rendered":"<pre>\n              THE ESTEE LAUDER INC. RETIREMENT GROWTH ACCOUNT PLAN\n\n                                TABLE OF CONTENTS\n\nSECTION 1 NAME AND CONSTRUCTION................................................2\n\nSECTION 2 DEFINITIONS..........................................................4\n\nSECTION 3 PARTICIPATION.......................................................12\n\nSECTION 4 RETIREMENT DATES....................................................14\n\nSECTION 5 PARTICIPANTS' RETIREMENT ACCOUNTS...................................15\n\nSECTION 6 CONTRIBUTIONS.......................................................22\n\nSECTION 7 DEATH BENEFIT.......................................................23\n\nSECTION 8 TERMINATION OF EMPLOYMENT...........................................25\n\nSECTION 9 OPTIONAL FORMS OF BENEFIT...........................................27\n\nSECTION 10 PAYMENT OF RETIREMENT INCOME.......................................31\n\nSECTION 11 ADMINISTRATION OF THE PLAN.........................................33\n\nSECTION 12 INVESTMENT OF PLAN ASSETS; DUTIES OF FUDICIARY COMMITTEE...........36\n\nSECTION 13 OBLIGATIONS OF THE EMPLOYER........................................38\n\nSECTION 14 MISCELLANEOUS PROVISIONS...........................................39\n\nSECTION 15 ADOPTION OF PLAN BY MEMBERS OF THE GROUP...........................41\n\nSECTION 16 AMENDMENT AND TERMINATION..........................................43\n\nSECTION 17 LIMITATION ACCORDING TO TREASURY DEPARTMENT REQUIREMENTS...........45\n\nSECTION 18 TOP-HEAVY PLAN PROVISIONS..........................................46\n\n\n\n                                                                    Exhibit 10.5\n\n                            AMENDMENT AND RESTATEMENT\n                                     OF THE\n                                ESTEE LAUDER INC.\n                         RETIREMENT GROWTH ACCOUNT PLAN\n\n                                    SECTION 1\n\n                              NAME AND CONSTRUCTION\n\n                  1.1 Name of Plan. This Plan shall be known as the \"Estee\nLauder Inc. Retirement Growth Account Plan.\"\n\n                  1.2 Construction. It is the intention of Estee Lauder that the\namended and restated Plan, and its attendant trust fund, will continue to meet\nthe requirements of ERISA and be qualified and exempt from taxes under Sections\n401 and 501 of the Code. Effective January 1, 1996, the Plan also is intended to\nbe a \"multiple employer plan\" within the meaning of Section 413(c) of the Code.\nThe Plan is intended to be a defined benefit plan for purposes of ERISA and the\nCode.\n\n                  1.3 Effective Date.\n\n                           (a) This Amendment and Restatement of the Plan shall\ngenerally be effective as of January 1, 1999; provided, however, that:\n\n                                    (i) The provisions of Sections 2.12, 2.16,\n         5.2, 7.1(a), 7.3, 8.4(b), 8.4(c) and 15 (other than Section 15.5) shall\n         be effective January 1, 1991.\n\n                                    (ii) The provisions of Section 14.10 shall\n         be effective December 12, 1994.\n\n                                    (iii) The provisions of Sections 2.6, 2.10,\n         2.15, 2.19, 2.21, 15.5 and 16, and Appendix K, shall be effective\n         January 1, 1996.\n\n                                    (iv) The provisions of Section 7.1(b) shall\n         be effective October 1, 1996, and prior to such date the terms and\n         conditions of such Section are governed by Section 6.1(b) of the Plan\n         in effect on January 1, 1993.\n\n                                    (v) The provisions of Sections 2.11 and 5.4\n         shall be effective January 1, 1997.\n\n                                    (vi) The provisions of Appendix L shall be\n         effective November 10, 1997.\n\n\n                                    (vii) The provisions of the last paragraph\n         of Section 5.5 and Section 8.4(a) shall be effective January 1, 1998.\n\n                                    (viii) The provisions of Appendix A shall be\n         effective January 1, 1999 (except that those provisions thereof which,\n         by their terms, are not limited to periods on and after that date,\n         shall be effective January 1, 1991).\n\n                                    (ix) The changes to such other provisions of\n         the Plan shall be effective as of such dates as are set forth in such\n         provisions.\n\n                                    (x) Other provisions of the Plan shall be\n         effective as of such other earlier or later dates as shall be necessary\n         to comply with those changes in applicable law which were effective\n         prior to January 1, 1999.\n\n                           (b) The rights of any person who terminated\nemployment or retired on or before the effective date of any of the relevant\nprovisions of this amendment and restatement of the Plan, including his or her\neligibility for benefits, shall be determined solely under the terms of the Plan\nas in effect on the date of his termination or retirement, unless such person is\nthereafter reemployed (and, to the extent relevant, again becomes an Active\nParticipant) on or after the effective date of any such provision of amendment\nand restatement, in which case such provision shall apply to such person.\n\n                                       3\n\n\n                                    SECTION 2\n\n                                   DEFINITIONS\n\n                  \"Accrued Benefit\" means a monthly amount of retirement income\ndetermined for a Participant as of a specified date, commencing on a\nParticipant's Normal Retirement Date, and payable as a single life annuity. The\nAccrued Benefit as of a specified date equals the Participant's Retirement\nAccount divided by the applicable factor from Appendix A. For those who were\nparticipants in the Prior Plans as of December 31, 1990 and satisfy the\napplicable requirements set forth in Appendix B, the Accrued Benefit is the\ngreater of the accrued benefit described above or the accrued benefit determined\nunder the Prior Plans, as described in Section 5.5 hereof.\n\n                  2.1 \"Actuarial Equivalent\" means, with respect to a\nParticipant's Accrued Benefit, another annuity or benefit that commences at a\ndifferent date and\/or is payable in a different form than the Accrued Benefit,\nbut which has the same present value as the Accrued Benefit, when measured on\nthe basis of the applicable interest rate, mortality table and other factors\nspecified in Appendix A as of the date of commencement of payment of such\nannuity or benefit, as calculated by or under the supervision of an actuary\nappointed by Estee Lauder or the Fiduciary Committee, which actuary has been\nenrolled under Subtitle C of Title III of ERISA.\n\n                  2.2 \"Approved Absence\" means (a) any period of absence from\nwork (other than any such absence on account of a period of Disability), with\nthe approval or direction of the Employer, for up to 12 months and, provided\nsaid Employee returns to work for the Employer at such time as the Employer may\nreasonably require, the Approved Absence may exceed such 12-month period but\nwill not be in excess of 24 months, (b) any period of absence during which the\nEmployee was in military service with the armed forces (including Coast Guard\nand Merchant Marine Service) if the Employee has reemployment rights under\napplicable laws and complies with the requirements of the law as to reemployment\nand is reemployed, and (c) any period of Disability, but (except as provided in\nthe last paragraph of Section 5.5) not to exceed twelve months. An Approved\nAbsence will be disregarded for the purpose of the Plan, and the Employee will\nbe regarded as in the service of the Employer during any period of an Approved\nAbsence.\n\n                  The Hours of Service credited during an Approved Absence shall\nbe those which would normally have been credited but for such absence, or in any\ncase in which the Employer is unable to determine such hours normally credited,\neight (8) Hours of Service per day.\n\n                  2.3 \"Average Final Compensation\" means the highest average\nannual \"compensation\" which is produced by averaging an Employee's compensation\nfor any Five (5) consecutive calendar years within the Employee's Years of\nCredited Service. For purposes of this Section only, \"compensation\" means the\nstraight time basic salary or wages paid to an Employee by the Employer for his\nservices during each calendar year, inclusive of salary\n\n                                       4\n\n\nreduction contributions made by an Employer on behalf of the Employee under a\n\"cash or deferred arrangement\" described in Section 401(k) of the Code and\npre-tax contributions made by the Employee under a \"cafeteria plan\" described in\nSection 125 of the Code and maintained by an Employer, but excluding bonuses,\npayments for overtime, other Employer contributions for pension, insurance or\nother welfare benefits, or any other special payments. Notwithstanding the\nforegoing provisions of this Section 2.4, except to the extent otherwise\nprovided in Section 5.5, \"compensation\" for each calendar year shall not exceed\n$150,000, subject to any adjustment, for Plan Years beginning on or after\nJanuary 1, 1994, to reflect increases in the cost of living determined by the\nSecretary of the Treasury pursuant to Section 401(a)(17) of the Code.\n\n                  2.4 \"Beneficiary\" means any person entitled pursuant to\nSection 7.3 of this Plan to receive benefits because of the death of a\nParticipant.\n\n                  2.5 \"Board of Directors\" or \"Board\" means the Board of\nDirectors of Estee Lauder.\n\n                  2.6 \"Break in Service\" means, with respect to any person, a\nPlan Year during which such person does not perform more than 500 Hours of\nService; provided, however, that for purposes of Years of Eligibility Service,\nsuch term shall mean the 12-month period commencing on a person's Employment\nCommencement Date or a Plan Year, as the case may be (a \"computation period\"),\nduring which such person does not perform more than 500 Hours of Service. A\nperson who is absent from work for maternity or paternity reasons shall be\ncredited with the lesser of the number of Hours of Service necessary to prevent\na Break in Service or the number of hours which otherwise would normally have\nbeen credited to such person but for such absence (i) in the computation period\nin which the absence begins, if necessary to prevent a Break in Service, and\n(ii) in all other cases, in the following computation period. For purposes of\nthis Section, an absence from work for maternity or paternity reasons means an\nabsence (i) by reason of the pregnancy of the person, (ii) by reason of the\nbirth of a child of the person, (iii) by reason of the placement of a child with\nthe person in connection with the adoption of such child by such person or (iv)\nfor purposes of caring for such child for a period beginning immediately\nfollowing such birth or placement. No person shall incur a Break in Service\nsolely on account of an absence which qualifies under the Family Medical Leave\nAct of 1993, to the extent required under the provisions of such Act.\n\n                  2.7 \"Code\" means the Internal Revenue Code of 1986, as\namended.\n\n                  2.8 \"Committee\" means The Estee Lauder Inc. Employee Benefits\nCommittee appointed pursuant to Section 11 hereof.\n\n                  2.9 \"Compensation\" means, for a particular Plan Year, the\nstraight time basic salary or wages paid to an Employee by the Employer for his\nservices during such Plan Year, inclusive of salary reduction contributions made\nby an Employer on behalf of the Employee under a \"cash or deferred arrangement\"\ndescribed in Section 401(k) of the Code, and pre-tax contributions made by the\nEmployee under a \"cafeteria plan\" described in Section 125 of the Code and\nmaintained by the Employer, and including bonuses, payments for overtime and\nshift differential, but excluding commissions, other Employer contributions for\npension, insurance or\n\n                                       5\n\n\nother welfare benefits, or any other special payments and excluding amounts paid\nunder Estee Lauder's Short-Term Disability Plan or Long-Term Disability Plan. In\naddition to other applicable limitations that may be set forth in the Plan and\nnotwithstanding any other contrary provision of the Plan, Compensation taken\ninto account under the Plan for the purpose of calculating a Plan Participant's\nAccrued Benefit shall not exceed $200,000 ($150,000 for Plan Years beginning on\nor after January 1, 1994), subject to any adjustment to reflect increases in the\ncost of living determined by the Secretary or the Treasury pursuant to Section\n401(a)(17) of the Code.\n\n                  2.10 \"Disability\" means, with respect to any Employee, a\ncondition which constitutes a disability under the terms of the Employer's\nLong-Term Disability Plan and under Title II of the Federal Social Security Act,\nregardless of whether such Employee is otherwise in fact entitled to receive\nbenefits under the Employer's Long-Term Disability Plan and\/or Title II of the\nFederal Social Security Act.\n\n                  2.11 \"Early Retirement Date\" means the first day of the month\nwhich next follows a Participant's termination of employment on or after\nattainment of at least age 55 and completion of at least ten (10) Years of\nService, but prior to the Participant's Normal Retirement Date.\n\n                  2.12 \"Effective Date,\" with respect to the Plan as amended and\nrestated and set forth herein, means January 1, 1999; provided, however, that\ncertain provisions of the Plan shall be effective as of the dates set forth in\nSection 1.3.\n\n                  2.13 \"Employee\" means any person who is classified as a common\nlaw employee of an Employer, in accordance with the Employer's standard\npersonnel practices; provided, however, that such term shall not include:\n\n                           (a) a person who is represented by or included in a\ncollective bargaining unit recognized by the Employer unless the Employer and\nthe collective bargaining agent have agreed that the Plan shall apply to such\nunit;\n\n                           (b) with respect to periods prior to July 1, 1998, a\nIn-Store Employee;\n\n                           (c) a person who would be an In-Store Employee, but\nfor the fact that such person is classified as an international military sales\nperson;\n\n                           (d) a person who is a nonresident alien who receives\nno compensation from an Employer which constitutes income from sources within\nthe United States;\n\n                           (e) a \"leased employee,\" within the meaning of\nSection 414(n) of the Code;\n\n                           (f) a person who is classified as an \"on-call\nemployee\" in accordance with the Employer's standard personnel practices;\n\n                                       6\n\n\n                           (g) with respect to periods on and after December 1,\n1997, a person who is employed by the Aveda Division of Aramis Inc.; or\n\n                           (h) a person who is otherwise classified by the\nEmployer as an independent contractor, in accordance with the Employer's\nstandard personnel practices, regardless of whether such person may thereafter\nbe held to be a common law employee of an Employer by a court, the Internal\nRevenue Service or any other relevant federal, state or local governmental\nauthority or agency.\n\n                  2.14 \"Employer\" means Estee Lauder, and any other company\nincluded within the Group that includes Estee Lauder (or any other corporation\nor unincorporated trade or business not included within the Group that includes\nEstee Lauder) that adopts the Plan with the approval of Estee Lauder, as\nprovided in Section 15 hereof, and any successor to any such other company. With\nrespect to each Employee, \"Employer\" shall mean his principal employer.\n\n                  2.15 \"Employment Commencement Date\" means, with respect to any\nperson, the date coincident with or next following the date on which such person\nfirst performs an Hour of Service; provided, however, that with respect to a\nperson who incurs a Break in Service and is thereafter reemployed, such term\nshall mean the date subsequent to such Break in Service on which he first\nperforms an Hour of Service.\n\n                  2.16 \"Entry Date\" means each January 1 and July 1; provided,\nhowever, that prior to January 1, 1993, with respect to any person who was a\nregular and non-contingent Employee of the Employer, \"Entry Date\" means the\nfirst date coincident with or next following such person's Employment\nCommencement Date.\n\n                  2.17 \"ERISA\" means the Employee Retirement Income Security Act\nof 1974, as amended.\n\n                  2.18 \"Estee Lauder\" means Estee Lauder Inc., a corporation\nduly organized under the laws of the State of Delaware, and any successor\nthereto.\n\n                  2.19 \"Fiduciary Committee\" means the Estee Lauder Inc.\nFiduciary Investment Committee, the members of which shall be appointed by the\nBoard.\n\n                  2.20 \"Group\" means Estee Lauder and any other unit or\norganization that is related to Estee Lauder as a member of a \"controlled group\nof corporations,\" a group under \"common control\" or an \"affiliated service\ngroup,\" all as determined pursuant to Sections 414(b), (c), and (m) of the Code.\nWith respect to a participating Employer which is not in the same Group as Estee\nLauder, \"Group\" means such Employer and any other unit or organization that is\nrelated to such employer as a member of a \"controlled group of corporations,\" a\ngroup under \"common control\" or an \"affiliated service group,\" all as determined\npursuant to Sections 414(b), (c) and (m) of the Code. For purposes of\ndetermining whether or not a person is an Employee and the period of employment\nof such person, each such unit or organization shall be included in the Group\nonly for such period or periods during which it is a \"member\" of the Group.\n\n                  2.21 \"Hour of Service\" means:\n\n\n                                       7\n\n\n                           (a) Each hour for which an Employee is directly or\nindirectly compensated, or entitled to be compensated, by the Employer for the\nperformance of duties.\n\n                           (b) Each hour for which an Employee is credited by\nthe Employer during an Approved Absence.\n\n                           (c) Each hour, to a maximum of 501 hours for any\nsingle continuous period, for which an Employee is directly or indirectly\ncompensated, or entitled to be compensated, by the Employer for reasons other\nthan the performance of duties (irrespective of whether the employment\nrelationship has terminated) due to vacation, holidays, incapacity, layoff, jury\nduty or military duty. Hours shall not be credited for payment to an Employee\nfrom a plan required by workers' compensation, unemployment compensation or\ndisability insurance laws, nor shall hours be credited for reimbursement of such\nan Employee for his medical or medically-related expenses.\n\n                           (d) Each hour for which back pay, irrespective of\nmitigation of damages, has been awarded or agreed to by the Employer provided\nthat if such award or agreement of back pay is for reasons other than the\nperformance of duties, such hours shall be subject to the restrictions of\nparagraph (c).\n\n                  The same Hours of Service shall not be credited under more\nthan one of the paragraphs above. All Hours of Service shall be computed and\ncredited to computation periods in accordance with Sections 2530.200b-2(b) and\n(c) of the Department of Labor regulations; provided, however, that Hours of\nService under paragraph (a) above, with respect to any payroll period, shall be\ncredited for the Plan Year in which such payroll period ends. In determining an\nEmployee's Hours of Service, he shall receive credit for all Hours of Service\nperformed for any corporation or other entity which is a member of the Group;\nprovided that (a) he shall not be credited with any Hours of Service performed\nfor any such corporation or other entity prior to the time that such entity\nbecomes a member of the Group and (b) the number of Hours of Service so credited\nwith respect to his employment with such entity shall cease at the time such\nentity is no longer a member of the Group.\n\n                  Notwithstanding any of the foregoing requirements of this\ndefinition, an individual employed by the Employer (or by any other member of\nthe Group which includes the Employer) as a common law employee, but who is not\nthen classified as an Employee (including, but not limited to, an individual who\nwas an Employee and thereafter becomes an Inactive Participant on account of a\ntransfer of employment to a non-Employer member of the Group) shall, except for\npurposes of determining Years of Credited Service, nevertheless be credited with\nHours of Service for all periods with respect to which such person is in fact so\nemployed as a common law employee, to the same extent as if he had been an\nEmployee.\n\n                  2.22 \"In-Store Employee\" means any person who:\n\n                           (a) is classified by Estee Lauder, or by any other\nmember of the Group of which Estee Lauder is a part, as a common law employee of\nsuch Employer, under such Employer's standard personnel practices; and\n\n                                       8\n\n\n                           (b) is paid a commission or whose principal function\nis making sales directly to the public, other than any such person who is\nclassified by such Employer, under its standard personnel practices, as an\ninternational military sales person.\n\n                  2.23 \"Initial Effective Date\" means January 1, 1991.\n\n                  2.24 \"Normal Retirement Date\" means the first day of the month\nwhich next follows a Participant's attainment of at least age 65 and completion\nof at least Five (5) Years of Service.\n\n                  2.25 \"Normal Retirement Income\" means a Participant's Accrued\nBenefit payable hereunder at his Normal Retirement Date in the form provided in\nSection 9.1 hereof.\n\n                  2.26 \"Participant\" means any person who has become eligible to\nparticipate in the Plan in accordance with Section 3, and who has neither been\npaid in full any benefit to which he may be entitled under the Plan nor\ncompletely forfeited such benefit. An \"Active Participant\" means a Participant\nwho is an Employee. An \"Inactive Participant\" means a Participant who is not an\nActive Participant.\n\n                  2.27 \"Periodic Adjustment Percentage\" means the greater of (i)\nthe arithmetic daily average of one-year Treasury Constant Maturities for each\ncalendar year immediately preceding the applicable Plan Year for which it is\napplied, as published in the Federal Reserve Statistical Release H.15 (519) of\nthe Board of Governors of the Federal Reserve System, or (ii) 4%.\n\n                  2.28 \"Plan\" means The Estee Lauder Inc. Retirement Growth\nAccount Plan as effective January 1, 1991, and as it hereafter may be further\namended from time to time.\n\n                  2.29 \"Plan Year\" means the calendar year.\n\n                  2.30 \"Prior Plan\" means the Estee Lauder Inc. Employee\nRetirement Plan, As Amended Effective July 1, 1975 (incorporating all amendments\nadopted through December 31, 1990), or the Estee Lauder Hemisphere Corporation\nPension Plan, As Amended and Restated Effective January 1, 1986 (incorporating\nall amendments adopted through December 31, 1990), as such plans were in effect\nimmediately prior to January 1, 1991, whichever plan (if any) is applicable to a\nParticipant. The terms and provisions of the applicable Prior Plan fix and\ndetermine the rights and obligations under the Plan with respect to any Employee\nwhose employment terminated prior to January 1, 1991.\n\n                  2.31 \"Retirement Account\" means the bookkeeping account\nmaintained with respect to a Participant as described in Section 5.1 hereof.\n\n                  2.32 \"Retirement Income Commencement Date\" means the first day\nof the first period for which a benefit under the Plan is paid as an annuity or\nany other form.\n\n                                       9\n\n\n                  2.33 \"Social Security Earnings Limit\" means the thirty-five\nyear average of the maximum annual wages covered by the Federal Social Security\nAct as in effect, ending in the year Social Security retirement age (as defined\nin Section 415(b)(8) of the Code) is attained.\n\n                  2.34 \"Surviving Spouse\" means a wife or husband of a\nParticipant who has been married to such Participant by legal contract\nthroughout the one-year period ending on the earlier of the death of the\nParticipant or the Participant's Retirement Income Commencement Date; provided,\nhowever, that such term shall also include a wife or husband who married the\nParticipant during the one-year period prior to such date and, at the date of\nthe Participant's death, has been married to the Participant for at least one\n(1) year.\n\n                  2.35 \"Trustee\" means the trustee or trustees which may at any\ntime be acting as trustee of the Trust Fund, as provided in Section 12 hereof.\n\n                  2.36 \"Trust Fund\" or \"Fund\" means all funds at any time held\nby the Trustee and\/or insurance company for the purposes of the Plan, as\nprovided in Section 12 hereof.\n\n                  2.37 \"Year of Credited Service\" means, with respect to any\nParticipant, a Plan Year during which the Participant completes at least 1,000\nHours of Service as an Employee, commencing on such Participant's Entry Date,\nor, if later, January 1, 1993. In the case of a Participant who participated in\nthe Plan prior to January 1, 1993, Years of Credited Service shall also include\nall Years of Credited Service accrued under the Plan as of December 31, 1992;\nfractional Years of Credited Service accrued under the Plan as of December 31,\n1992 shall be converted to Hours of Service by crediting such Participant, for\nthe Plan Year commencing on January 1, 1993, with 190 Hours of Service for each\ncalendar month during which the Participant performed an Hour of Service. In the\ncase of a Participant who was a participant in a Prior Plan, Years of Credited\nService shall, in addition, include all Credited Service (as defined in the\nPrior Plan) recognized under such Prior Plan for benefit accrual purposes as of\nDecember 31, 1990.\n\n                  2.38 \"Year of Eligibility Service\" means, with respect to any\nperson, a consecutive 12-month period beginning on such person's Employment\nCommencement Date during which he completes at least 1,000 Hours of Service. If\nsuch person fails to complete at least 1,000 Hours of Service during such\n12-month period, then a \"Year of Eligibility Service\" shall be determined based\non the completion of at least 1,000 Hours of Service in the Plan Year beginning\nwith or within the 12-month period beginning on such person's Employment\nCommencement Date, and then each Plan Year thereafter.\n\n                  In the case of a Participant who terminates employment and\ndoes not have any nonforfeitable right to his Accrued Benefit, Years of\nEligibility Service before a period of consecutive one-year Breaks in Service\nshall not be taken into account if the number of consecutive one-year Breaks in\nService in such period equals or exceeds Five (5). A Participant whose Years of\nEligibility Service are disregarded pursuant to the preceding sentence shall,\nupon his reemployment, be treated as newly employed for eligibility purposes. If\na Participant's Years of Service may not thus be disregarded, such Participant\nshall again become an Active Participant immediately upon the date he first\nperforms an Hour of Service as an Employee.\n\n                                       10\n\n\n                  2.39 \"Year of Service\" means, with respect to any person, a\nPlan Year during which the person completes at least 1,000 Hours of Service\n(except as set forth in Section 8.4 hereof (relating to the \"rule of parity\"))\ncommencing on the later of January 1, 1993, or\n\n                                    (i) for purposes of Section 5.2 hereof, in\n         the case of any In-Store Employee who becomes a Participant on July 1,\n         1998 or in the case of employment by a non-Employer member of the\n         Group, the Employment Commencement Date,\n\n                                    (ii) for purposes of Section 5.2, in the\n         case of any Participant not described in the foregoing clause (ii),\n         such person's Entry Date, and\n\n                                    (iii) for purposes of Section 8 hereof, the\n         Employment Commencement Date.\n\nIn the case of a person who was in the employ of an Employer or other member of\nthe Group prior to January 1, 1993, Years of Service shall also include all\nYears of Service accrued under the Plan as of December 31, 1992; fractional\nYears of Service accrued under the Plan as of December 31, 1992 shall be\nconverted to Hours of Service by crediting such person, for the Plan Year\ncommencing on January 1, 1993, with 95 Hours of Service for each semi-monthly\nperiod during which the person performed an Hour of Service.\n\n                  In the case of a person who was a participant in a Prior Plan,\nYears of Service shall, in addition, include (i) for purposes of Section 8\nhereof, all Service (as defined in the Prior Plan) recognized for purposes of\nvesting under such Prior Plan as of December 31, 1990 and (ii) for purposes of\nSection 5.2, all Credited Service (as defined in the Prior Plan) recognized\nunder such Prior Plan for benefit accrual purposes as of December 31, 1990.\n\n                  The masculine pronoun wherever used herein shall include the\nfeminine pronoun, and the singular shall include the plural.\n\n                                       11\n\n\n                                    SECTION 3\n\n                                  PARTICIPATION\n\n                  3.1 Each Employee who was a participant in a Prior Plan\nimmediately prior to the Initial Effective Date shall become a Participant\nherein as of the Initial Effective Date.\n\n                  3.2 Each person who becomes an Employee on or after the\nInitial Effective Date, or who became an Employee prior to that date but was not\na participant in a Prior Plan immediately prior to the Initial Effective Date,\nshall become a Participant on the first Entry Date on which such person is an\nEmployee coincident with or next following his completion of a Year of\nEligibility Service; provided, however, that any person who was an In-Store\nEmployee on June 30, 1998 and completed at least a Year of Eligibility Service\nat any time on or prior to such date shall become a Participant on July 1, 1998\nif such person remains an Employee on such date; and further, provided, that, in\nthe case of any Employee whose Entry Date, determined without regard to any Year\nof Eligibility Service requirement, would otherwise have occurred prior to\nJanuary 1, 1993, such Employee shall become a Participant as of such Entry Date,\nwithout the need to also complete a Year of Eligibility Service.\n\n                  3.3 If a person who has been in the employ of an Employer or\nanother member of the Group as a non-Employee subsequently becomes an Employee,\nsuch Employee shall become a Participant in accordance with Section 3.2 hereof.\n\n                  3.4 A Participant who has become an Inactive Participant on\naccount of his ceasing to be an Employee, while remaining employed by a member\nof the Group, shall once again become an Active Participant upon the date on\nwhich he first performs an Hour of Service as an Employee following the date he\nbecomes an Inactive Participant.\n\n                  3.5 Except as otherwise provided in this Section, benefits\ncommencing after Normal Retirement Age shall not be less than the Actuarial\nEquivalent of the benefits to which the Participant would have been entitled if\nsuch benefits had commenced at Normal Retirement Age. Upon written notification\nto a Participant who elects to remain in service pursuant to Section 4.3 hereof,\nor to a former retired Participant who returns to the service of an Employer as\na Participant herein, the retirement income payments to which the Participant is\nentitled on and after Normal Retirement Age but before he retires (or, in the\ncase of a former retired Participant, again retires) shall be permanently\nforfeited so long as such Participant remains in \"section 203(a)(3)(B) service,\"\nas described in Department of Labor Regulation Section 2530.203-3(c). For this\npurpose, a Participant's service shall be deemed \"section 203(a)(3)(B) service\"\nfor any month in which he is credited with at least 40 Hours of Service or such\nother standard as may be applicable under Section 203(a)(3)(B) of ERISA. In the\ncase of a Participant whose retirement income commenced to be paid before his\nNormal Retirement Date, upon his subsequent retirement, his retirement income\nshall be recomputed, based on the amount credited to his \n\n                                       12\n\n\nRetirement Account pursuant to Section 5 hereof and reduced on an actuarial\nbasis to take account of retirement income payments previously received by him.\n\n                                      13\n\n\n                                    SECTION 4\n\n                                RETIREMENT DATES\n\n                  4.1 Except as otherwise provided in this Section 4, each\nParticipant may retire on his Normal Retirement Date and shall receive the\nNormal Retirement Income.\n\n                  4.2 A Participant may retire on or after his Early Retirement\nDate and shall be entitled to receive his Accrued Benefit on or after his\ntermination of employment in accordance with the provisions of Sections 9 and 10\nhereof.\n\n                  4.3 Any Participant whose employment is continued by the\nEmployer after the Participant has reached his Normal Retirement Date shall\nreceive retirement income payments commencing on the first day of the month\nfollowing the date of his actual retirement, based on the amount credited to his\nRetirement Account at such date.\n\n                                       14\n\n\n                                    SECTION 5\n\n                        PARTICIPANTS' RETIREMENT ACCOUNTS\n\n                  5.1 A Retirement Account shall be established and maintained\nfor each Participant pursuant to this Section 5 (and for certain individuals who\nwere participants in a Prior Plan) to which credits shall be made in accordance\nwith the provisions of this Section 5. Except as otherwise provided in Section 5\nhereof, an Inactive Participant who was a participant in a Prior Plan before\nJanuary 1, 1991 but is not an Active Participant at any time on or after January\n1, 1991 shall be credited with an amount equal to his \"Accrued Benefit under the\nPrior Plan,\" determined in accordance with Appendix A, but a Retirement Account\nshall not be established for such Inactive Participant. Except as otherwise\nprovided in Section 5.5 and 5.6 hereof, a Participant's Accrued Benefit under\nthis Plan shall be based on the amount credited to his Retirement Account. The\nRetirement Account established and maintained pursuant to this Section 5 is\nintended to be a bookkeeping account. Neither the establishment of such\nRetirement Account nor the making of credits to such Retirement Account shall be\nconstrued as an allocation of assets of the Plan to, or a segregation of such\nassets in, such account, or otherwise as creating a right of the Participant to\nreceive specific assets of the Plan. Benefits provided under the Plan shall be\npaid from the general assets of the Plan in the amounts, in the forms and at the\ntimes provided in Sections 4, 8, 9 and 10 hereof.\n\n                  5.2 The annual amount credited to a Participant's Retirement\nAccount pursuant to this Section shall be based upon the Participant's Years of\nService and the Participant's Compensation for the applicable Plan Year or\nportion thereof. Credits pursuant to this Section shall be made to a\nParticipant's Retirement Account as of the last day of each Plan Year beginning\nwith 1991 and ending with the last day of the month in which occurs the\nParticipant's termination of employment.\n\n                           (a) For each Participant who has fewer than Five (5)\nYears of Service as of the last day of the Plan Year, credits shall be made to\nthe Participant's Retirement Account in an amount equal to three percent (3%) of\nthe Participant's Compensation earned while an Active Participant for such Plan\nYear.\n\n                           (b) For each Participant who has Five (5) Years of\nService as of the last day of the Plan Year, credits shall be made to the\nParticipant's Retirement Account in an amount equal to the sum of (i) three\npercent (3%) of the Participant's Compensation earned while an Active\nParticipant for such Plan Year multiplied by a fraction, the numerator of which\nis the number of whole calendar months in such Plan Year while an Active\nParticipant preceding the anniversary of his Entry Date (\"Anniversary Date\") and\nthe denominator of which is the number of whole months in such Plan Year while\nan Active Participant, and (ii) four percent (4%) of the Participant's\nCompensation earned while an Active Participant for such Plan Year multiplied by\na fraction, the numerator of which is the number of whole calendar months in\nsuch Plan Year while an Active Participant following the Anniversary Date\n(including the calendar month in\n\n                                       15\n\n\nwhich the Anniversary Date occurs) and the denominator of which is the number of\nwhole months in such Plan Year while an Active Participant.\n\n                           (c) For each Participant who has more than Five (5)\nbut fewer than ten (10) Years of Service as of the last day of the Plan Year,\ncredits shall be made to the Participant's Retirement Account in an amount equal\nto four percent (4%) of the Participant's Compensation earned while an Active\nParticipant for such Plan Year.\n\n                           (d) For each Participant who has ten (10) Years of\nService as of the last day of the Plan Year, credits shall be made to the\nParticipant's Retirement Account in an amount equal to the sum of (i) four\npercent (4%) of the Participant's Compensation earned while an Active\nParticipant for such Plan Year multiplied by a fraction, the numerator of which\nis the number of whole calendar months in such Plan Year while an Active\nParticipant preceding the Anniversary Date and the denominator of which is the\nnumber of whole months in such Plan Year while an Active Participant, and (ii)\nfive percent (5%) of the Participant's Compensation earned while an Active\nParticipant for such Plan Year multiplied by a fraction, the numerator of which\nis the number of whole calendar months in such Plan Year while an Active\nParticipant following the Anniversary Date (including the calendar month in\nwhich the Anniversary Date occurs) and the denominator of which is the number of\nwhole months in such Plan Year while an Active Participant.\n\n                           (e) For each Participant who has more than ten (10)\nYears of Service as of the last day of the Plan Year, credits shall be made to\nthe Participant's Retirement Account in an amount equal to five percent (5%) of\nthe Participant's Compensation earned while an Active Participant for such Plan\nYear.\n\n                  No credits shall be made pursuant to this Section with respect\nto any period during which a Participant is an Inactive Participant. In the\nevent that a Participant becomes an Inactive Participant by reason of his\ntransfer of employment to a non-Employer member of the Group, no credits shall\nbe made to his Retirement Account pursuant to this Section after the end of the\nmonth in which the transfer occurs, and for purposes of this Section his\nCompensation shall be considered to be $0 after the end of the Plan Year in\nwhich the transfer occurs until such time that he again performs an Hour of\nService as an Employee (i.e., again becomes an Active Participant); provided,\nhowever, that such Participant's Retirement Account balance shall continue to be\nincreased in accordance with Section 5.4 hereof following such transfer.\n\n                  5.3 In the case of an Active Participant in the Plan who as of\nthe Initial Effective Date had an accrued benefit under a Prior Plan as of\nDecember 31, 1990, there shall be credited to the Retirement Account of such\nParticipant as of January 1, 1991, an amount that is the single sum value of his\n\"Accrued Benefit under the Prior Plan,\" determined in accordance with Appendix\nA.\n\n                  5.4 For Plan Years beginning on or after the Initial Effective\nDate, each Participant's Retirement Account balance on the first day of the Plan\nYear shall be automatically increased as of the last day of the Plan Year by an\namount equal to the Retirement Account balance on the first day of the Plan Year\nmultiplied by the Periodic Adjustment Percentage;\n\n                                       16\n\n\nprovided, however, in the case of a Participant who terminates employment, for\nany reason, such increase shall continue to be made until the last date as of\nwhich a Retirement Account balance is maintained for such Participant; further\nprovided, however, if such increase is for less than a full Plan Year, the\nPeriodic Adjustment Percentage shall be proportionately reduced.\n\n                  5.5 In the case of any Participant on or after the Initial\nEffective Date who was a Participant under a Prior Plan on December 31, 1990 and\nsatisfies the applicable requirements set forth in Appendix B, such\nParticipant's Accrued Benefit shall be the greater of (ii) the amount credited\nto his Retirement Account or (ii) the accrued benefit which would have been\ndetermined for him under the terms and provisions of the Prior Plan as in effect\nimmediately prior to the Initial Effective Date, had such Prior Plan continued\nin effect until the date of his termination of employment. For this purpose, in\nthe case of the Prior Plan which is the Estee Lauder Inc. Employee Retirement\nPlan, the annual amount of the Participant's Normal Retirement Income is equal\nto the greater of (a), (b), (c) or (d) below:\n\n                           (a) One percent (1%) of that portion of his Average\nFinal Compensation which is not in excess of his Social Security Earnings Limit\nplus one and one-half percent (1-1\/2%) of that portion of such Average Final\nCompensation which is in excess of such Social Security Earnings Limit,\nmultiplied by the number of his Years of Credited Service.\n\n                           (b) $2,500 with 25 or more Years of Credited Service\nand reduced proportionately for Years of Credited Service less than 25.\n\n                           (c) The amount which would otherwise have been\ndetermined under (a) above had such Participant terminated employment on\nDecember 31, 1988, calculated without regard to any dollar limitations on the\namount of \"Average Final Compensation\" otherwise taken into account under the\nEstee Lauder Inc. Employee Retirement Plan as then in effect.\n\n                           (d) The amount which would otherwise have been\ndetermined under (a) above had such Participant terminated employment on\nDecember 31, 1993 (or, if earlier, his actual date of termination of employment)\nand had such Participant's \"compensation\" (as used in Section 1.4) for each Plan\nYear during the period ending on such applicable date been limited to $200,000\n(or such greater amount as may have been permitted after taking into account\nincreases for cost of living for such Plan Year, as determined by the Secretary\nof the Treasury) and with such dollar limit further applied by taking into\naccount the family aggregation rules of Section 414(q)(6) of the Code pursuant\nto Section 401(a)(17) of the Code (as in effect on such applicable date).\n\n                  In the case of the Estee Lauder Hemisphere Corporation Pension\nPlan, the annual amount of the Participant's Normal Retirement Income would be\nequal to the greater of (a), (b), (c) or (d) below:\n\n                           (a) One percent (1%) of that portion of his Average\nFinal Compensation which is not in excess of his Social Security Earnings Limit\nplus one and one-half percent (1-1\/2%) of that portion of such Average Final\nCompensation which is in excess of such Social Security Earnings Limited,\nmultiplied by the number of his Years of Credited Service.\n\n                                       17\n\n\n                           (b) $1,620 with 25 or more Years of Credited Service\nand reduced proportionately for Years of Credited Service less than 25.\n\n                           (c) The amount which would otherwise have been\ndetermined under (a) above had such Participant terminated employment on\nDecember 31, 1988 and calculated without regard to any dollar limitations on the\namount of \"Average Final Compensation\" otherwise taken into account under the\nEstee Lauder Hemisphere Corporation Pension Plan as then in effect.\n\n                           (d) The amount which would otherwise have been\ndetermined under (a) above had such Participant terminated employment on\nDecember 31, 1993 (or, if earlier, his actual date of termination of employment)\nand had such Participant's \"compensation\" (as used in Section 1.4) for each Plan\nYear during the period ending on such applicable date been limited to $200,000\n(or such greater amount as may have been permitted after taking into account\nincreases for cost of living for such Plan Year, as determined by the Secretary\nof the Treasury) and with such dollar limit further applied by taking into\naccount the family aggregation rules of Section 14(q)(6) of the Code pursuant to\nSection 401(a)(17) of the Code (as in effect on such applicable date).\n\n                  In the case of a Participant whose Accrued Benefit is\ndetermined under the terms of a Prior Plan under this Section, a Participant\nmay, subject to consent as provided in Sections 9.4 and 9.5 hereof, elect a\nreduced retirement income to commence on the first day of any month which is\nbetween the date of his Early Retirement Date and his Normal Retirement Date.\n\n                  In the case of the Estee Lauder Inc. Employee Retirement Plan,\nthe amount of the percentage of such reduction shall be equal to the sum of (a)\nthe product derived by multiplying 7\/12ths of one percent (1%) times the number\nof whole calendar months by which the pension commencement date precedes the\nParticipant's attainment of age 57 and (b) the product derived by multiplying\n5\/12ths of one percent (1%) by the excess of (i) the number of whole calendar\nmonths by which the pension commencement date precedes the Participant's\nattainment of age 62 over (ii) the number of whole calendar months specified in\n(a). No reduction shall be applied to such early retirement income amount if the\npension commencement date occurs on or after the Participant's attainment of age\n62.\n\n                  In the case of the Estee Lauder Inc. Hemisphere Corporation\nPension Plan, the amount of the percentage of such reduction shall be equal to\nthe sum of (a) the product derived by multiplying 1\/4 of one percent (1%) times\nthe number of whole calendar months (up to and including the first 60 thereof)\nby which the pension commencement date precedes the Normal Retirement Date and\n(b) the product derived by multiplying 1\/2 of one percent (1%) by the number of\ncalendar months, if any, by which the pension commencement date precedes by more\nthan 60 calendar months the Normal Retirement Date.\n\n                  Notwithstanding any other provision of the Plan to the\ncontrary:\n\n                           (a) in the case of any Participant who is eligible\nfor a benefit set forth in this Section 5.5 and incurs a Disability prior to\nJanuary 1, 1998, such Participant (i) shall continue to be credited with Hours\nof Service during the period of such Disability, to the same extent as if such\nperson\n\n                                       18\n\n\nhad not become so disabled, for purposes of determining such person's Years of\nCredited Service used in calculating such person's benefit pursuant to this\nSection 5.5, and (ii) shall, during the portion of such Participant's period of\nsuch Disability beginning on January 1st of the year following the year in which\nsuch period of Disability first commenced, be considered to continue to receive\n\"compensation\" for purposes of determining such person's Average Final\nCompensation, based upon such person's level of \"base pay\" as in effect\nimmediately prior to the incurring of such Disability, and\n\n                           (b) in the case of any Participant who is eligible\nfor a benefit set forth in this Section 5.5 and incurs a Disability on or after\nJanuary 1, 1998, such Participant (i) shall continue to be credited with Hours\nof Service during a period not exceeding the first twelve months of such\nDisability, to the same extent as if such person had not become so disabled, for\npurposes of determining such person's Years of Credited Service used in\ncalculating such person's benefit pursuant to this Section 5.5, and (ii) shall,\nduring that portion (if any) of such Participant's period of such Disability\nbeginning on January 1st of the year following the year in which such period of\nDisability first commenced during which such Participant continues to be so\ncredited with Hours of Service pursuant to the immediately preceding clause (i),\nbe considered to continue to receive \"compensation\" for purposes of determining\nsuch person's Average Final Compensation, based upon such person's level of\n\"base pay\" as in effect immediately prior to the incurring of such Disability;\n\nprovided, however, that in no event shall such person continue to be so credited\nwith Hours of Service or be imputed with \"compensation\" for periods after such\nperson's Normal Retirement Date.\n\n                  5.6 Notwithstanding anything to the contrary provided herein\nor elsewhere in the Plan, any Participant who retires on or after his Normal\nRetirement Date with at least Five (5) Years of Credited Service but less than\nten (10) Years of Credited Service shall be entitled to a Normal Retirement\nIncome of not less than $100 per month for life, and any Participant who retires\non or after his Normal Retirement Date with at least ten (10) Years of Credited\nService shall be entitled to a Normal Retirement Income of not less than $200\nper month for life.\n\n                  5.7 The benefits otherwise payable to a Participant or a\nBeneficiary under this Plan and, where relevant, the Accrued Benefit of a\nParticipant, shall be limited to the extent required, and only to the extent\nrequired, by the provisions of Section 415 of the Code and rulings, notices and\nregulations issued thereunder. To the extent applicable, Section 415 of the Code\nand rulings, notices and regulations issued thereunder are hereby incorporated\nby reference into this Plan. In calculating these limits, the following rules\nshall apply:\n\n                           (a) Except where otherwise specifically set forth in\nrulings, notices and regulations incorporated into this Plan by reference, the\nlimitations applicable to alternative forms of benefits (other than a \"qualified\njoint and survivor annuity,\" as defined in Section 417(b) of the Code) shall be\ndetermined using the factors set forth in Appendix A.\n\n                           (b) If the applicable limits of Section 415 of the\nCode are increased after a benefit is in pay status by virtue of an adjustment\nto those limits reflecting a change in the cost of\n\n                                       19\n\n\nliving index, benefit payments to a Participant or his Beneficiary shall be\nincreased automatically to the maximum extent permitted under the revised\nlimits. This increase shall occur only to the extent it would not cause the\nbenefit to exceed the benefit to which the Participant or Beneficiary would have\nbeen entitled in the absence of the limits under Section 415 of the Code.\n\n                           (c) If, upon the death of a Participant whose\nbenefits were limited under this Section, the Surviving Spouse shall be entitled\nto a benefit payment smaller than that which was payable while the Participant\nwas alive, the benefit payments to the Surviving Spouse shall equal the lesser\nof:\n\n                                    (i) the benefit payment which would be\n         payable to the Surviving Spouse if benefits under this Plan had not\n         been limited by this Section, and\n\n                                    (ii) the benefit payment which would be\n         payable to the Surviving Spouse if the benefit provided under this Plan\n         had been a \"qualified joint and survivor annuity,\" as defined in\n         Section 417(b) of the Code, with survivor benefits equal to 100% of the\n         amount payable while the Participant was alive, in an amount equal to\n         the maximum limitations provided under this Section.\n\n                           (d) If the Participant is, or ever has been, covered\nunder one or more qualified defined contribution plans maintained by the\nEmployer or another member of the Group, the combined plan limits of Section\n415(e) of the Code shall be calculated by reducing the limits applicable to this\nPlan first, prior to restricting annual additions to any such defined\ncontribution plan; provided, however, that this paragraph (d) shall apply only\nwith respect to Plan Years commencing prior to January 1, 2000. Notwithstanding\nthe foregoing, or any other provision of this Plan to the contrary, the benefits\notherwise payable to (or on account of) any Participant on or after January 1,\n2,000 (including any Participant who is already receiving an annuity under the\nPlan prior to that date) shall, to the maximum extent permitted by the Code, be\ndetermined by disregarding any limit which may have been previously imposed on\nsuch person's benefits under this Plan pursuant to the provisions of the\npreceding sentence; provided, however, that there shall be no adjustment in the\nbenefits otherwise paid to such person with respect to periods prior to January\n1, 2,000; and, further provided, that this sentence shall not apply with respect\nto any person who has, prior to January 1, 2000, received a lump sum\ndistribution under the Plan.\n\n                           (e) If the Participant is entitled to a benefit under\nany defined benefit plan which is, or ever has been, maintained by the Employer\nor another member of the Group, the limits under this Section shall be applied\nto the combined benefits payable and the benefit payable hereunder shall be\nreduced to the extent necessary to make the combined benefits meet the limits\nunder this Section.\n\n                           (f) To calculate average compensation for a\nParticipant's high-three years of service, compensation shall be the Employee's\nCompensation, and the three-year average shall be calculated using consecutive\nlimitation years. A limitation year shall be a Plan Year for purposes of this\nSection.\n\n                                       20\n\n\n                           (g) The amendments to Section 415(b) of the Code made\nby Public Law 103-465 (as modified by Public Law 104-188) shall first be\neffective January 1, 1999.\n\n                  5.8 Notwithstanding any other provision of the Plan to the\ncontrary, the Accrued Benefit of an Inactive Participant who (i) was a\nparticipant in a Prior Plan and (ii) had a condition of Disability as of\nDecember 30, 1990, shall continue to be determined under the benefit formula of\nsuch Prior Plan, unless such Inactive Participant is eligible for the benefit\nset forth in Section 5.5 hereof. A Participant who first has a condition of\nDisability on or after January 1, 1991 shall be covered under the benefit\nformula of this Plan as of the Initial Effective Date unless such Participant is\neligible for the benefit set forth in Section 5.5 hereof. For purposes of\ndetermining the opening Retirement Account balance under this Plan, Average\nFinal Compensation shall be used, except that with respect to any year in which\nthere were no earnings or earnings were reduced because of Disability, such\nParticipant's last year of actual base pay shall be used on an annualized basis.\n\n                                       21\n\n\n                                    SECTION 6\n\n                                  CONTRIBUTIONS\n\n                  6.1 No contributions are to be made by Participants under this\nPlan.\n\n                  6.2 Subject to the provisions of Section 13 hereof, the\nEmployer intends to contribute over a period of time such amounts as may be\ndetermined by actuarial calculations to be required of the Employer to provide\nbenefits in accordance with the Plan. Any forfeitures arising under the Plan\nshall not be applied to increase the benefits any Participant would otherwise\nreceive under the Plan but shall be applied to reduce the Employer contributions\nunder the Plan.\n\n                  6.3 Subject to the provisions of Section 13 hereof, the\nadministrative expenses of the Plan, except to the extent paid by the Employer,\nshall be paid out of the funds of the Plan.\n\n                  6.4 Except as provided in paragraphs (a) and (b) below, and\nexcept as provided in Section 16 hereof, Employer contributions made under the\nPlan will be held for the exclusive benefit of Participants, and their joint\nannuitants or Beneficiaries and may not revert to the Employer.\n\n                           (a) A contribution made by the Employer under a\nmistake of fact may be returned to the Employer within one (1) year after it is\ncontributed to the Plan.\n\n                           (b) A contribution conditioned upon its deductibility\nunder Section 404 of the Code may be returned, to the extent the deduction is\ndisallowed, to the Employer within one (1) year after the disallowance.\n\nThe maximum contribution that may be returned to the Employer will not exceed\nthe amount actually contributed to the Plan, or the value of such contribution\non the date it is returned to the Employer, if less.\n\n                  6.5 In recognition of the fact that the Plan is, effective\nJanuary 1, 1996, subject to the requirements of Section 413(c) of the Code, the\nprovisions of Section 413(c)(4) of the Code shall, with respect to periods on\nand after that date, be applied consistent with such rules and procedures as\nshall be adopted by the actuary appointed under the Plan.\n\n                                       22\n\n\n                                    SECTION 7\n\n                                  DEATH BENEFIT\n\n                  7.1 Death Before Retirement Date.\n\n                           (a) If a Participant with a nonforfeitable right to\nthe amount credited to his Retirement Account pursuant to Section 8 hereof dies\nprior to commencement of benefits, then his Surviving Spouse, or if (i) the\nParticipant elects a Beneficiary other than his Surviving Spouse and such\nSurviving Spouse consents to such designation pursuant to Section 7.3 of the\nPlan or (ii) the Participant is unmarried, the Participant's designated\nBeneficiary, shall receive the amount credited to the Retirement Account,\npayable in a single life annuity. The Surviving Spouse (or designated\nBeneficiary, if applicable) may elect to receive such benefit in a cash lump sum\npayment; provided, however, that if the Actuarial Equivalent value of such\namount does not exceed $3,500 (with respect to Plan Years beginning prior to\nJanuary 1, 1998) or $5,000 (with respect to Plan Years beginning on or after\nJanuary 1, 1998), such value shall automatically be paid in a cash lump sum in\naccordance with the last sentence of Section 10.1 hereof.\n\n                           (b) Notwithstanding the foregoing subsection (a), if\n(i) a Participant described in such subsection (a) was subject to the provisions\nof Section 5.5 and (ii) at the time of his death there is a Surviving Spouse and\nthe Participant has not designated a Beneficiary other than his Surviving Spouse\nwith such Surviving Spouse's consent pursuant to Section 7.3, the single life\nannuity otherwise payable to such Surviving Spouse pursuant to this Section 7.1\nshall not be less than the single life annuity otherwise payable to such person\ndetermined in accordance with the provisions of Section 6.1 or 6.2, as the case\nmay be, of the appropriate Prior Plan and based solely on such Participant's\nNormal Retirement Income determined in accordance with Section 5.5; provided,\nhowever, that if the Actuarial Equivalent value of the single life annuity\notherwise so determined pursuant to this subsection (b) does not exceed $3,500\n(with respect to Plan Years beginning prior to January 1, 1998) or $5,000 (with\nrespect to Plan Years beginning on or after January 1, 1998), such value shall\nautomatically be paid in a cash lump sum in accordance with the last sentence of\nSection 10.1 hereof.\n\n                  7.2 Death After Date of Commencement of Benefits. In the event\nof a Participant's death after commencement of benefits, and if an optional form\nof benefit under Section 9.3 hereof is applicable, then the death benefit\npayable hereunder, if any, shall be determined in accordance with such optional\nelection. Otherwise, no death benefit shall be payable.\n\n                  7.3 Beneficiary Designation. If a Participant has a Surviving\nSpouse, his Surviving Spouse shall be his Beneficiary, unless the Participant\ndesignates someone other than his Surviving Spouse as his Beneficiary (other\nthan as a contingent Beneficiary) and the Surviving Spouse consents to such\ndesignation. If the Participant does not have a Surviving Spouse or if his\nSurviving Spouse consents, the Participant shall have the right to designate any\n\n                                       23\n\n\nperson as a Beneficiary, to receive the amount, if any, payable pursuant to this\nPlan upon his death and may from time to time change any such designation in\naccordance with procedures established by the Committee. Each such designation\nshall be in a written instrument filed with the Committee or its designee, and\nshall be in such form as may be required by the Committee or its designee. In\nthe event that a Participant designates someone other than his Surviving Spouse\nas his Beneficiary (other than as a contingent Beneficiary), such Beneficiary\ndesignation shall not be effective unless (i) the Surviving Spouse consents to\nsuch Beneficiary designation in writing, in a form acceptable to the Committee\nor its designee, and such consent is witnessed by a Plan representative or a\nnotary public or (ii) the Participant provides the Committee or its designee\nwith sufficient evidence to show that the Participant does not have a Surviving\nSpouse or that his Surviving Spouse cannot be located. The Committee shall\ndecide which Beneficiary, if any, shall have been validly designated. If a\nParticipant does not have a Surviving Spouse and no Beneficiary has been\ndesignated, or if a Participant does not have a Surviving Spouse and the\nCommittee determines that a designation made by the Participant is not effective\nfor any reason, the Committee shall designate as Beneficiary the estate of the\ndeceased Participant.\n\n                                       24\n\n\n                                    SECTION 8\n\n                            TERMINATION OF EMPLOYMENT\n\n                  8.1 A Participant shall be 100% vested in the amount credited\nto his Retirement Account after having completed at least Five (5) Years of\nService. If a Participant terminates employment other than by early or normal\nretirement or death after having completed at least Five (5) Years of Service,\nhe shall be entitled to elect payment of the amount credited to his Retirement\nAccount as of such date of termination in a cash lump sum or, (i) if the\nParticipant has a Surviving Spouse at the time of such termination of\nemployment, as an annuity of the form described in Section 9.2 hereof or (ii) if\nthe Participant has no Surviving Spouse at the time of such termination of\nemployment, as an annuity of the form of benefit described in Section 9.1\nhereof. Such payment shall be made (or in the case of an annuity, shall\ncommence) in accordance with the last sentence of Section 10.1 hereof, and such\nelection to be subject to consent as provided in Sections 9.4 and 9.5 hereof;\nprovided, however, that if the Actuarial Equivalent value of such amount does\nnot exceed $3,500 (with respect to Plan Years beginning prior to January 1,\n1998) or $5,000 (with respect to Plan Years beginning on or after January 1,\n1998), such value shall automatically be paid in a cash lump sum in accordance\nwith the last sentence of Section 10.1 hereof. If such Participant does not\nelect such lump sum or annuity, he shall be entitled to receive a Normal\nRetirement Income commencing on his Normal Retirement Date, payable in a lump\nsum or as an annuity, in accordance with Sections 9.1 or 9.2 hereof, to the\nextent applicable. For purposes of this Section 8, a Participant who is\nterminated for Disability after a one-year absence because of Disability shall\nbe deemed to have completed at least Five (5) Years of Service.\n\n                  8.2 In no event shall the retirement income of a terminated\nEmployee who was a participant under a Prior Plan immediately prior to the\nInitial Effective Date be less than the Actuarial Equivalent of the benefit that\nwould have been payable under the Prior Plan had the Participant's employment\nterminated immediately prior to the Initial Effective Date.\n\n                  8.3 Notwithstanding any other provision of this Plan, each\nParticipant shall be 100% vested in his Retirement Account on his Normal\nRetirement Date.\n\n                  8.4 (a) If a Participant's service terminates prior to having\ncompleted Five (5) Years of Service, and at a time when he is 0% vested in the\namount credited to his Retirement Account, he shall, notwithstanding any other\nprovision of the Plan to the contrary, be deemed to automatically receive, as of\nsuch person's date of termination of employment, a single lump sum distribution\nwhich is the Actuarial Equivalent of his entire vested Accrued Benefit under the\nPlan, and he shall thereupon forfeit his Retirement Account as of such same\ndate. Any forfeiture resulting from the operation of this Section, or any other\nprovisions of the Plan, shall be used to reduce future Employer contributions.\n\n                           (b) If a Participant's Retirement Account is\nforfeited pursuant to the preceding paragraph (a) above and such Participant is\nsubsequently reemployed as an Employee of an Employer (i) after the number of\nconsecutive one-year Breaks in Service equals or exceeds Five (5), the Years of\nService completed prior to the Breaks in Service shall not be aggregated\n\n                                       25\n\n\nwith Years of Service completed after the reemployment date, or (ii) prior to\nincurring Five (5) or more consecutive one-year Breaks in Service, the amounts\npreviously credited to his Retirement Account will be restored, the Years of\nService completed prior to the Breaks in Service will be aggregated with the\nYears of Service after his reemployment date and the Participant shall become a\nParticipant of the Plan upon his reemployment.\n\n                           (c) If a Participant's vested percentage is 100% at\nthe time of his termination of employment, and such Participant is subsequently\nreemployed as an Employee of an Employer, Years of Service completed prior to\nany number of one-year Breaks in Service shall be aggregated with Years of\nService after the reemployment. If such Participant received a complete\ndistribution of his benefits under the Plan prior to his reemployment, then the\namounts credited to his Retirement Account as of his date of termination shall\nbe restored on his reemployment date, but any subsequent distribution paid to\nthe Participant after his reemployment shall be offset by the present value of\nany distributions previously paid to him at any time in accordance with the\nrequirements of Section 411(a)(7) of the Code and the regulations promulgated\nthereunder.\n\n                  8.5 Notwithstanding the foregoing provisions of this Section 8\nand solely in the case of a Participant subject to the provisions of Section\n5.5:\n\n                           (a) if such Participant's Accrued Benefit is in fact\ndetermined pursuant to Section 5.5, rather than with reference to the amount\ncredited to his Retirement Account, then the provisions of Section 8.1 shall\ninstead be applied with reference to such Accrued Benefit so determined pursuant\nto Section 5.5, and in connection therewith, the amount of any cash lump sum\nshall be the Actuarial Equivalent of such Accrued Benefit; and\n\n                           (b) regardless of whether such Participant's Accrued\nBenefit is in fact so determined pursuant to Section 5.5, the provisions of\nSection 8.4 shall be applied with reference to both such person's Retirement\nAccount and the amount otherwise calculated pursuant to Section 5.5.\n\n                                       26\n\n\n                                    SECTION 9\n\n                            OPTIONAL FORMS OF BENEFIT\n\n                  9.1 Normal Form of Benefit.\n\n                           (a) The normal form of benefit shall be an income\npayable monthly for life, commencing on the Normal Retirement Date and\nterminating with the payment preceding death; provided, however, that a\nParticipant may, with spousal consent under the terms of Section 9.4 hereof, if\napplicable, elect to receive the amount credited to his Retirement Account in a\nsingle cash lump sum; further provided, however, that if the Actuarial\nEquivalent value of such amount does not exceed $3,500 (with respect to Plan\nYears beginning prior to January 1, 1998) or $5,000 (with respect to Plan Years\nbeginning on or after January 1, 1998), such value shall automatically be paid\nto the Participant in a cash lump sum in accordance with the last sentence of\nSection 10.1 hereof.\n\n                           (b) Notwithstanding the foregoing subsection (a) and\nsolely in the case of a Participant subject to the provisions of Section 5.5, if\nsuch Participant's Accrued Benefit is in fact determined pursuant to Section\n5.5, rather than with reference to the amount credited to his Retirement\nAccount, then the provisions of the foregoing subsection (a) shall instead be\napplied with reference to such Accrued Benefit so determined pursuant to Section\n5.5, and in connection therewith, the amount of any cash lump sum shall be the\nActuarial Equivalent of such Accrued Benefit.\n\n                  9.2 Automatic Post-Retirement Surviving Spouse Option. Subject\nto the conditions hereinafter set forth in this Section, if a Participant has a\nSurviving Spouse at his Retirement Income Commencement Date, the amount of\nretirement income payment to which he would otherwise be entitled under the\nnormal form of benefit described in Section 9.1 shall be reduced on an Actuarial\nEquivalent basis to reflect the fact that, if such spouse shall survive him, a\nretirement income shall be payable under the Plan to his Surviving Spouse during\nsuch spouse's remaining lifetime after his death in an amount equal to 50% of\nthe reduced amount of retirement income payments. A married Participant may\nelect (and may revoke such election and thereafter reelect) that his retirement\nincome not be paid in the 50% joint and survivor form described in the preceding\nsentence, subject to the provisions of Section 9.4 hereof.\n\n                  9.3 Notwithstanding the foregoing provisions of this Section\n9, a Participant who retires on or after his Early Retirement Date may, subject\nto consent as provided in Sections 9.4 and 9.5 hereof, elect to receive the\nvalue of (i) his entire Accrued Benefit in accordance with one of the following\noptional forms, except that Option 1 or 2 may not be elected with respect to an\nAccrued Benefit accrued prior to January 1, 1991; (ii) his Accrued Benefit as of\nhis Retirement Income Commencement Date less the value of his Accrued Benefit as\nof December 31, 1990 separately in accordance with Option 1 or 2; and (iii) his\nAccrued Benefit as of December 31, 1990, under a Prior Plan separately in\naccordance with Option 3, 4 or 5; provided, however, that\n\n                                       27\n\n\nthe Prior Plan benefit may be received separately only if a Participant elects\nOption 1 or 2 under clause (ii) hereof.\n\n                  Option 1. An Actuarial Equivalent retirement income to be paid\nto the retired Participant for the rest of his life, and after his death either\n50% or 100% (in accordance with his election) of such Actuarial Equivalent\nretirement income to be paid to his contingent annuitant for the rest of the\ncontingent annuitant's life.\n\n                  Option 2. An Actuarial Equivalent retirement income to be paid\nto the retired Participant payable for the greater of his lifetime or a period\nof ten (10) years. If the retired Participant dies before the expiration of ten\n(10) years, the remaining installments of his Actuarial Equivalent retirement\nincome shall be paid to his Beneficiary.\n\n                  Option 3. An Actuarial Equivalent retirement income to be paid\nto the retired Participant for the rest of his life, and after his death either\n25%, 66.67%, 75% or 100% (in accordance with his election) of such Actuarial\nEquivalent retirement income to be paid to his contingent annuitant for the rest\nof the contingent annuitant's life.\n\n                  Option 4. An Actuarial Equivalent retirement income to be paid\nto the retired Participant for the rest of his life, and if he dies before\nreceiving 120 monthly payments, such Actuarial Equivalent retirement income to\nbe paid to his Beneficiary for the remainder of the 120 months.\n\n                  Option 5. A Participant who retires early in accordance with\nSection 4.2 hereof may elect to receive an Actuarial Equivalent retirement\nincome providing larger monthly payments, in lieu of the retirement income\notherwise payable upon early retirement, until the earliest date on which his\nSocial Security benefit could commence; thereafter his monthly retirement income\npayments shall be reduced by the estimated monthly amount of his Social Security\nbenefit computed to commence on such date. This optional form provides, insofar\nas practical, a level total retirement income (from this Plan and Social\nSecurity) for the Participant. In the event of the election of this Social\nSecurity adjustment option, the monthly payment of the adjusted retirement\nincome shall commence at the date of retirement and shall cease with the earlier\nof the last payment prior to the death of the Participant or the last payment\npayable as calculated under this option.\n\n                  9.4 The following rules and requirements must be met in order\nfor any optional form of retirement income to be applicable.\n\n                           (a) The election must be made pursuant to a qualified\nelection (as described in paragraphs (b) and (g) of this Section) and filed with\nthe Committee or its designee within the 90-day period ending on the Retirement\nIncome Commencement Date.\n\n                           (b) The consent of a contingent annuitant or\nBeneficiary shall not be required for a qualified election of an option; except\nthat, if a married Participant elects to receive a form of benefit other than\nthe Automatic Post-Retirement Survivor Spouse Option described in Section 9.2\nhereof, a qualified election requires that the Surviving Spouse waive such\nspouse's\n\n                                       28\n\n\nright to the Automatic Post-Retirement Surviving Spouse Option. Such waiver\nshall not be effective unless (i) the consent is in writing; (ii) the election\ndesignates a specific alternate Beneficiary, including any class of\nBeneficiaries or any contingent Beneficiaries, which may not be changed without\nspousal consent (or the Surviving Spouse expressly permits designations by the\nParticipant without any further spousal consent); (ii) the Surviving Spouse's\nconsent acknowledges the effect of the election; (iv) the Surviving Spouse's\nconsent is witnessed by a Plan representative or notary public; and (v) the\nelection designates a form of benefit payment that may not be changed without\nspousal consent (or the Surviving Spouse expressly permits designations by the\nParticipant without any further spousal consent). In the absence of a waiver by\nsuch spouse, other than for the reason that such spouse cannot be located, the\nelection of a form of payment other than as provided in Section 9.2 hereof shall\nbe null and void. Any consent by a Surviving Spouse obtained under this\nprovision (or establishment that the consent of a Surviving Spouse may not be\nobtained) shall be effective only with respect to such Surviving Spouse. A\nconsent that permits designations by the Participant without any requirement of\nfurther consent by the Surviving Spouse must acknowledge that such spouse has\nthe right to limit consent to a specific Beneficiary, and a specific form of\nbenefit where applicable, and that such spouse voluntarily elects to relinquish\neither or both of such rights. A revocation of a prior waiver may be made by a\nParticipant without the consent of the Surviving Spouse at any time prior to the\ncommencement of benefits. The number of revocations shall not be limited. No\nconsent obtained under this provision shall be valid unless the Participant has\nreceived notice as provided in paragraph (g) of this Section.\n\n                           (c) An election may not be made nor will it be\naccepted by the Committee or its designee, or if accepted it shall become null\nand void, if the Actuarial Equivalent value of the Participant's entire Accrued\nBenefit as of his Retirement Income Commencement Date would be $3,500 or less\n(with respect to Plan Years beginning prior to January 1, 1998) or $5,000 or\nless (with respect to Plan Years beginning on or after January 1, 1998), and\nsuch value shall automatically be paid to the Participant in a cash lump sum.\n\n                           (d) If the stated effective date of the option is\nprior to the Participant's Normal Retirement Date and the Participant continues\nin service after such stated effective date, the election shall become null and\nvoid but, subject to the rules and requirements contained in this Section, the\nParticipant may thereafter make another election. If the stated effective date\nis the Participant's Normal Retirement Date or any later date and he continues\nin service after such stated effective date, the option shall take effect upon\nhis subsequent death or retirement.\n\n                           (e) If a Participant who has elected Option 4 under\nSection 9.3 hereof dies while the option is in effect, and his Beneficiary is a\nnatural person who survives the Participant but dies before the 120 monthly\npayments have been paid to the Participant and the Beneficiary, the lump sum\ndiscounted value of the unpaid balance of such 120 monthly payments shall be\npaid to the Beneficiary's estate.\n\n                           (f) If the contingent annuitant is other than the\nSurviving Spouse, and if the actuarial present value of the payments to be made\nto the Participant under an option will be less than 51% of the Actuarial\nEquivalent value of the normal form of retirement benefit provided in Section\n9.1 hereof, the optional benefit shall be adjusted so that the value of the\n\n                                       29\n\n\nParticipant's benefit will be equal to 51% of the Actuarial Equivalent value of\nthe Participant's normal form of retirement benefit.\n\n                           (g) No election shall be a qualified election unless,\nat least 30 days (or such a shorter period permitted by the Code and the\nregulations promulgated thereunder) and no more than 90 days prior to the\nParticipant's Retirement Income Commencement Date, the Committee shall furnish\nhim (by mail or personal delivery) a statement generally describing the 50%\njoint and survivor form and explaining the relative financial effects of making\nan election under Section 9.2 hereof, or an election of an optional form of\npayment under Section 9.3 hereof. The statement shall also describe the right of\nthe Participant and his Surviving Spouse to waive the 50% joint and survivor\nform, the effect of such a waiver, and the right to revoke such waiver.\n\n                  9.5 If the Actuarial Equivalent value of a Participant's\nvested Accrued Benefit exceeds (or at the time of any prior distribution\nexceeded) $3,500 (with respect to Plan Years beginning prior to January 1, 1998)\nor $5,000 (with respect to Plan Years beginning on or after January 1, 1998),\nand the Accrued Benefit is \"immediately distributable\" (as defined below), the\nParticipant and any Surviving Spouse (or where either the Participant or the\nspouse has died, the survivor) must consent to any distribution of such Accrued\nBenefit. An Accrued Benefit is \"immediately distributable\" if any part of the\nAccrued Benefit could be distributed to the Participant (or Surviving Spouse)\nbefore the Participant attains (or would have attained if not deceased) Normal\nRetirement Age. The consent of the Participant and any Surviving Spouse shall be\nobtained in writing within the 90-day period ending on the Retirement Income\nCommencement Date. The Participant and any Surviving Spouse shall be notified of\nthe right to defer any distribution until the Participant's Accrued Benefit is\nno longer immediately distributable. Such notification shall include a general\ndescription of the material features, and an explanation of the relative values\nof, the optional forms of benefit available under the Plan in a manner that\nwould satisfy the notice requirements of Section 417(a)(3) of the Code, and\nshall be provided no less than 30 days (or such shorter period permitted by the\nCode and the regulations promulgated thereunder) and no more than 90 days prior\nto the Retirement Income Commencement Date. Notwithstanding the foregoing, only\nthe Participant need consent to the commencement of a distribution in the 50% or\n100% joint and survivor form while the Accrued Benefit is immediately\ndistributable. Neither the consent of the Participant nor the Surviving Spouse\nshall be required to the extent that a distribution is required to satisfy\nSection 401(a)(9) or 415 of the Code.\n\n                                       30\n\n\n                                   SECTION 10\n\n                          PAYMENT OF RETIREMENT INCOME\n\n                  10.1 Subject to the provisions of Sections 9 and 11 hereof,\nretirement income payable in other than a lump sum shall be payable in monthly\ninstallments, as of the first day of each month with the first payment to be\nmade as of the appropriate retirement date or earlier date of termination of\nemployment, but in no event later than the 60th day after the later of the close\nof the Plan Year in which the Participant attains age 65 or terminates\nemployment or in which occurs his tenth (10th) Year of Credited Service, and\nwith final payment to be made as of the first day of the month in which death\noccurs, or, if earlier, the first day of the month payments cease under the\noption elected. Subject to the foregoing sentence, retirement income payable in\na single cash lump sum shall be paid on or as soon as administratively possible\nfollowing the date he becomes entitled thereto.\n\n                  10.2 Anything elsewhere in the Plan to the contrary\nnotwithstanding, the entire nonforfeitable interest of each Participant shall be\neither:\n\n                           (a) distributed to the Participant not later than the\nParticipant's \"Required Beginning Date\" (as defined in Section 10.2(b)), or\n\n                           (b) distributed to, or for the benefit of, the\nParticipant and the Participant's contingent annuitant in installments beginning\nnot later than the Participant's Required Beginning Date and continuing, in\naccordance with such regulations as the Secretary of the Treasury may prescribe,\n(i) over the life of the Participant or over the lives of the Participant and\nthe Participant's contingent annuitant or (ii) over a period certain not\nextending beyond the life expectancy of the Participant and the Participant's\nBeneficiary. For purposes of this Section, the \"Required Beginning Date\" shall\nmean the later of April 1 of the calendar year which follows the calendar year\nin which the Participant attains age 70 1\/2, or the calendar year in which the\nParticipant retires; provided, however, that a distribution to a Participant who\nis a five percent owner (as defined in Section 416 of the Code) shall begin no\nlater than April 1 of the calendar year which follows the calendar year in which\nsuch Participant attains age 70-1\/2. Notwithstanding the foregoing, any\nParticipant who attains age 70-1\/2 after December 31, 1995 but on or before\nDecember 31, 1997 may elect to nevertheless commence his distribution on April 1\nof the calendar year following the calendar year in which the Participant\nattains age 70-1\/2 even if the Participant is still employed by the Employer. In\naddition to the foregoing, in applying the rules of this Section 10.2, the\nregulations promulgated under Section 401(a)(9) of the Code are incorporated\nherein by reference, as are the rules promulgated by the Department of the\nTreasury and the Internal Revenue Service with respect to compliance with\nSection 401(a)(9) of the Code without violating Section 411(d)(6) of the Code.\n\n                  If distribution of a Participant's nonforfeitable interest has\nbegun in accordance with Section 10.2(b) hereof and the Participant dies before\nhis entire nonforfeitable interest has\n\n                                       31\n\n\nbeen distributed to him, the remaining portion of such interest shall be\ndistributed at least as rapidly as under the method of distribution being used\nunder Section 10.2(b) hereof as of the date of the Participant's death.\n\n                  If a Participant dies before distribution of the Participant's\nnonforfeitable interest has begun in accordance with Section 10.2(b) hereof, the\nentire nonforfeitable interest shall be distributed within five years after the\ndeath of the Participant, except such portion thereof as shall be payable in\ninstallments to, or for the benefit of, the Participant's contingent annuitant,\nbeginning not later than one (1) year after the date of the Participant's death\nand continuing, in accordance with such regulations as the Secretary of the\nTreasury may prescribe, over the life of the contingent annuitant (or over a\nperiod certain not extending beyond the life expectancy of the contingent\nannuitant); provided, however, that if the Surviving Spouse is the Participant's\ncontingent annuitant, the date on which the distributions are required to begin\nshall not be later than the Participant's Required Beginning Date and, if the\nSurviving Spouse dies before the distributions to the Surviving Spouse begin,\nthis paragraph shall be applied as if the Surviving Spouse was the Participant.\n\n                                       32\n\n\n                                   SECTION 11\n\n                           ADMINISTRATION OF THE PLAN\n\n                  11.1 Except with respect to those responsibilities delegated\nto the Fiduciary Committee hereunder, the Plan shall be administered by the\nCommittee, which shall be responsible for carrying out the provisions of the\nPlan. The Committee shall be a \"named fiduciary\" under Section 402(a)(2) of\nERISA. The Committee shall consist of at least three (3) members who shall be\nappointed in the manner authorized by the Board. Vacancies therein shall be\nfilled in the same manner as appointments. Any member of the Committee may be\nremoved by action of the Board or may resign of his own accord by delivering his\nwritten resignation to the Board and to the secretary of the Committee.\n\n                  11.2 The members of the Committee shall elect from their\nnumber a chairman and shall appoint a secretary, who need not be a member of the\nCommittee. They may appoint from their number subcommittees with such powers as\nthey shall determine, may authorize one or more of their number or any agent to\nexecute or deliver any instrument or make any payment in their behalf, and may\nemploy clerks and may employ such counsel, accountants, and actuaries as may be\nrequired in carrying out the provisions of the Plan.\n\n                  11.3 The Committee shall hold meetings upon such notice, at\nsuch time, and at such place as they may determine.\n\n                  11.4 A majority of the members of the Committee at the time in\noffice shall constitute a quorum for the transaction of business. All\nresolutions or other actions taken by the Committee shall be by vote of a\nmajority of those present at the meeting, but not less than two (2), or in\nwriting by a majority of members at the time in office, if they act without a\nmeeting.\n\n                  11.5 No member of the Committee who is also an Employee shall\nreceive any compensation for his services as such, but the Employer may\nreimburse any member for any necessary expenses incurred.\n\n                  11.6 The Committee shall from time to time establish rules for\nthe administration of the Plan and the transaction of its business. Except as\nherein otherwise expressly provided, the Committee shall have the exclusive\nright to interpret the Plan and to decide any matters arising thereunder in\nconnection with the administration of the Plan, the eligibility of any person to\nbenefits thereunder and the amounts of such benefits. It shall endeavor to act\nby general rules so as not to discriminate in favor of any person. Its decisions\nand the records of the Committee shall be conclusive and binding upon the\nEmployer, the Participants, and all other persons having any interest under the\nPlan.\n\n                  The Committee shall have the power to amend the Plan in order\nto comply with applicable law and to ensure effective operation of the Plan for\nthe benefit of Participants, provided that such amendment does not increase the\ntotal cost of providing benefits under the\n\n                                       33\n\n\nPlan by an amount in excess of $200,000 in any Plan Year computed in accordance\nwith generally accepted accounting or actuarial principles; and provided,\nfurther, that such amendment does not affect the duties delegated hereunder to\nthe Fiduciary Committee.\n\nThe Committee may appoint a Plan administrator for the Plan and shall delegate\nto the Plan administrator the duty to maintain all records and accounts\nnecessary for the effective administration of the Plan, and to take any actions\nnecessary to comply with the reporting and disclosure requirements imposed by\nthe Code, ERISA and any other applicable federal or state statute or regulation,\nincluding any law or regulation promulgated by any foreign governing body which\napplies to the Plan. The Committee may delegate to any Plan administrator such\nother duties as it may deem necessary and appropriate. The Committee shall\nreceive reports from each such Plan administrator as the Committee may request.\n\n                  11.7 The Committee shall cause to be maintained accounts\nshowing the fiscal transactions of the Plan, and in connection therewith shall\nrequire the Trustee to submit any necessary reports, and shall keep in\nconvenient form such data as may be necessary for actuarial valuations of the\nassets and liabilities of the Plan.\n\n                  11.8 The members of the Committee, the Fiduciary Committee,\nthe Board, and the officers and directors of the Employer shall be entitled to\nrely upon all tables, valuations, certificates, and reports furnished by any\nduly appointed actuary, upon all certificates and reports made by any duly\nappointed accountant, and upon all opinions given by any duly appointed legal\ncounsel. The members of the Committee, the Fiduciary Committee, the Board, and\nthe officers and directors of the Employer shall not be held liable for any\naction taken in good faith in reliance upon any such tables, valuations,\ncertificates, reports, or opinions. All actions so taken shall be conclusive\nupon each of them and upon all persons having any interest under the Plan. No\nmember of the Committee shall be personally liable by virtue of any instrument\nexecuted by him or on his behalf as a member of the Committee, or for any\nmistake of judgment made by himself or any other member or by anyone employed by\nthe Employer, or for any loss unless resulting from his own actions, including\ngross negligence or willful misconduct. Each member of the Committee shall be\nindemnified by the Employer against losses reasonably incurred by him in\nconnection with any claim, proceeding or action to which he may be a party by\nreason of his membership in the Committee (including amounts paid in a\nsettlement approved by the Employer and reasonable attorney's fees and expenses\nincurred in connection with such claim, proceeding or action); provided,\nhowever, that such indemnification shall not apply to matters as to which he\nshall be finally adjudged, by a court of competent jurisdiction in a decision\nfrom which no appeal may be taken or with respect to which the time to appeal\nhas expired without an appeal having been made, to have engaged in gross\nnegligence or willful misconduct. The foregoing right of indemnification shall\nbe in addition to any other rights to which any such member may be entitled as a\nmatter of law or pursuant to the bylaws of Estee Lauder or any other Employer.\n\n                  11.9 In the event that any Participant, contingent annuitant\nor Beneficiary claims to be entitled to a benefit under the Plan, and the\nCommittee determines that such claim\n\n                                       34\n\n\nshould be denied in whole or in part, the Committee shall, in writing, notify\nsuch claimant within 90 days of receipt of such claim that his claim has been\ndenied, setting forth the specific reasons for such denial. Such notification\nshall be written in a manner reasonably expected to be understood by such\nParticipant or other payee and shall set forth the pertinent sections of the\nPlan relied on and, where appropriate, an explanation of how the claimant can\nobtain review of such denial. Within 60 days after the mailing or delivery by\nthe Committee of such notice, such claimant may request, by mailing or delivery\nof written notice to the Committee, a review by the Committee of the decision\ndenying the claim. If the claimant fails to request such a hearing within such\n60-day period, it shall be conclusively determined for all purposes of this Plan\nthat the denial of such claim by the Committee is correct. If such claimant\nrequests a review within such 60-day period, he shall have the opportunity to\nreview pertinent documents and to submit a written statement to the Committee.\nAfter such review, the Committee shall determine whether such denial of the\nclaim was correct and shall notify such claimant in writing of its determination\nwithin 60 days from receipt of his request and no further review shall\nthereafter be required by the Committee.\n\n                                       35\n\n\n                                   SECTION 12\n\n                           INVESTMENT OF PLAN ASSETS;\n                          DUTIES OF FUDICIARY COMMITTEE\n\n                  12.1 All assets for providing the benefits of the Plan shall\nbe held in trust for the exclusive benefit of Participants, contingent\nannuitants and Beneficiaries under the Plan, and no part of the corpus or income\nshall be used for, or diverted to, purposes other than for the exclusive benefit\nof Participants, contingent annuitants, and Beneficiaries under the Plan except\nas provided in Sections 6.3 and 16.4 hereof. No Participant, contingent\nannuitant, or Beneficiary under the Plan, nor any other person, shall have any\ninterest in or right to any part of the earnings of the Trust Fund, or any\nrights in, to, or under the Trust Fund or any part of its assets, except to the\nextent expressly provided in the Plan.\n\n                  12.2 All contributions to the Plan by the Employer shall be\ncommitted in trust to the Trustee and\/or to an insurance company as provided for\nin Section 404 of ERISA. The Trustee shall be appointed from time to time by the\nFiduciary Committee by the appropriate instrument, with such powers in the\nTrustee as to investment, reinvestment, control, and disbursement of the funds\nas the Fiduciary Committee shall approve and as shall be in accordance with the\nPlan. The Fiduciary Committee may remove, replace, or add a Trustee at any time.\nUpon the removal, replacement, or resignation of any Trustee, the Fiduciary\nCommittee may designate a successor Trustee.\n\n                  12.3 In the discretion of the Fiduciary Committee all\ncontributions to the Plan by the Employer committed to the Trustee and\/or\ninsurance company may be commingled from time to time in whole or in part with\nany other fund or funds held by the Trustee and\/or insurance company for use in\nconnection with the payment of pensions of any Employee of the Employer or with\nany other fund or funds held by the Trustee and\/or insurance company pursuant to\nany other retirement plan which is a qualified pension plan under Section 401(a)\nof the Code. For purposes of this Plan, the word \"fund\" or \"funds\" as used in\nthis Section 12 and hereafter in this Plan shall mean the allocable portion of\nthe fund or funds held by the Trustee and\/or insurance company in respect of the\ncontributions made pursuant to this Plan.\n\n                  12.4 The Fiduciary Committee shall determine the manner in\nwhich the funds of the Plan shall be disbursed in accordance with the Plan and\nthe provisions of the trust instrument, including the form of voucher or warrant\nto be used in making disbursements and the qualifications of persons authorized\nto approve and sign the same and any other matters incident to the disbursement\nof such funds.\n\n                  12.5 The Fiduciary Committee shall adopt from time to time\nactuarial tables to be used as the basis for all actuarial calculations and\nshall recommend the rates of contribution payable by the Employer to the Plan as\nprovided in Section 6 hereof. The Fiduciary Committee shall determine from time\nto time the per centum rate of interest to be used as the basis for all\n\n                                       36\n\n\ncalculations. As an aid to the Fiduciary Committee in adopting tables and in\nrecommending the rates of contribution payable by the Employer to the Plan, the\nactuary appointed by the Fiduciary Committee shall make annual actuarial\nvaluations of the assets and liabilities of the Plan and shall certify to the\nFiduciary Committee the tables and rates of contribution which he would\nrecommend for use by the Fiduciary Committee.\n\n                                       37\n\n\n                                   SECTION 13\n\n                           OBLIGATIONS OF THE EMPLOYER\n\n                  13.1 All contributions by the Employer for benefits under the\nPlan shall be voluntary, and the Employer shall be under no legal obligation to\nmake and\/or continue to make them. The Employer shall have no liability in\nrespect to payments or benefits or otherwise under the Plan, and the Employer\nshall have no liability in respect to the administration of the Trust Fund or of\nthe funds, securities, or other assets paid over to the Trustee, and each\nParticipant, each contingent annuitant, and each Beneficiary shall look solely\nto such Trust Fund for any payments or benefits under the Plan.\n\n                                       38\n\n\n                                   SECTION 14\n\n                            MISCELLANEOUS PROVISIONS\n\n                  14.1 Except as otherwise provided by law (which shall include\na \"qualified domestic relations order\" pursuant to Section 414(p) of the Code\nand any other circumstance described in Section 401(a)(13) of the Code and the\nTreasury regulations promulgated thereunder), no benefit payable under the Plan\nshall be subject in any manner to anticipation, alienation, sale, transfer,\nassignment, pledge, encumbrance, or charge; nor shall any such benefit be in any\nmanner liable for or subject to the debts, contracts, liabilities, engagements,\nor torts of the person entitled to such benefit.\n\n                  14.2 If any Participant, contingent annuitant, or Beneficiary\nunder the Plan shall become bankrupt or attempt to anticipate, alienate, sell,\ntransfer, assign, pledge, encumber or charge any benefit in a manner not allowed\npursuant to Section 14.1, then such benefit shall, in the discretion of the\nCommittee, cease and terminate. In that event the Committee shall hold or apply\nthe benefit or any part thereof to or for such Participant, contingent annuitant\nor Beneficiary, his spouse, children, or other dependents, or any of them, in\nsuch manner and in such proportions as the Committee shall in its sole\ndiscretion determine.\n\n                  14.3 The establishment and\/or maintenance of the Plan shall\nnot be construed as conferring any rights upon any Employee or any person for a\ncontinuation of employment, and shall not be construed as limiting in any way\nthe right of the Employer to discharge any Employee or to treat him without\nregard to the effect which such treatment might have upon him as a Participant\nof the Plan.\n\n                  14.4 If any person entitled to receive any benefits from the\nTrust Fund is a minor or, in the judgment of the Committee, legally, physically\nor mentally incapable of personally receiving any distributions, the Committee\nmay instruct the Trustee to make distribution to such other person, persons, or\ninstitutions that, in the judgment of the Committee, are then maintaining or\nhave custody of such distributee.\n\n                  14.5 The determination of the Committee as to the identity of\nthe proper payee of any benefit under the Plan and the amount of such benefit\nproperly payable shall be conclusive, and payment in accordance with such\ndetermination shall constitute a complete discharge of all obligations on\naccount of such benefit.\n\n                  14.6 In the event any amount shall become payable from the\nTrust Fund to a Beneficiary or the estate of any deceased person and if, after\nwritten notice from the Trustee mailed to the last known address of such\nBeneficiary, or of the executor or administrator of such estate (as certified to\nthe Trustee by the Committee), such person or such executor or administrator\nshall not have presented himself to the Trustee within two years after the\nmailing of such notice, the Trustee shall notify the Committee, and the\nCommittee shall instruct the Trustee\n\n                                       39\n\n\nto distribute such amount due to such Beneficiary or such estate among one or\nmore of the spouse and blood relatives of such deceased person, as designated by\nthe Committee.\n\n                  14.7 This Plan may be adopted, by action of the Board of\nDirectors, with respect to Employees who are United States citizens employed by\na foreign subsidiary (as defined in Section 3121(1)(8) of the Code) of the\nEmployer, with such Employees being treated as Employees of an Employer for the\npurpose described in Section 406 of the Code if the following conditions are\nmet:\n\n                           (a) the Employer has entered into an agreement under\nSection 3121(1) of the Code which applies to the foreign subsidiary by which\nsuch Employees are employed; and\n\n                           (b) no contributions under another funded plan of\ndeferred compensation (whether or not a plan described in Section 401(a),\n403(a), or 405(a) of the Code) are provided by any other Employer with respect\nto the remuneration paid to such Employees by such subsidiary.\n\n                  14.8 In the case of any merger or consolidation with, or\ntransfer of assets or liabilities to, any other plan each Participant in the\nPlan will (if the Plan then terminated) receive a benefit immediately after the\nmerger, consolidation or transfer which is equal to or greater than the benefit\nhe would have been entitled to receive immediately before the merger,\nconsolidation or transfer (if the Plan had then terminated). Such merger,\nconsolidation or transfer shall comply with Section 414(l) of the Code and the\nregulations promulgated thereunder.\n\n                  14.9 The rights of any person who terminated employment or\nretired on or before the effective date of any of the relevant provisions of\nthis restatement, including his eligibility for benefits, shall be determined\nsolely under the terms of the Plan as in effect on the date of his termination\nof employment or retirement, unless such person is thereafter reemployed and\nagain becomes a Participant.\n\n                  14.10 Notwithstanding any provision of the Plan to the\ncontrary, contributions, benefits and service credit with respect to qualified\nmilitary service will be provided in accordance with Section 414(u) of the Code.\n\n                                       40\n\n\n                                   SECTION 15\n\n                    ADOPTION OF PLAN BY MEMBERS OF THE GROUP\n\n                  15.1 Any member of the Group, other than Estee Lauder, or any\nother corporation or unincorporated trade or business which is not a member of\nthe Group may, with the consent of the Board of Directors, adopt this Plan,\nthereby bringing such Group member or other corporation or unincorporated trade\nor business within the definition of Employer. With respect to such member of\nthe Group or other corporation or unincorporated trade or business, the term\n\"Original Effective Date\" of the Plan shall refer to the date as to which such\nmember adopts the Plan or the date as of which the Plan is extended to such\nmember as the case may be.\n\n                  15.2 The Board of Directors shall, subject to the requirements\nof ERISA and the Code, determine the extent to which, if at all, the period of\nemployment prior to the extension of the Plan to a member of the Group or other\ncorporation or unincorporated trade or business shall be recognized for purposes\nof the Plan.\n\n                  15.3 In the event that a retirement plan or pension plan\nmaintained by a member of the Group, or other corporation or unincorporated\ntrade or business, for any other division, plant, or location is added to this\nPlan, the rights and benefits of Employees who were covered under such other\nplan shall, from and after the Original Effective Date of the Plan with respect\nto said Employer, be determined under such terms and conditions with respect to\nsuch Employees as shall be specified by the Board of Directors in the resolution\napproving the adoption or extension of the Plan as to the said Employees.\n\n                  The assets under such other plans maintained by a member of\nthe group applicable to Employees to be covered by this Plan shall, to the\nextent practicable and subject to the provisions of Section 14.8 hereof, be\ntransferred to the Fund under this Plan, and such transferred assets shall be\nmerged with the Fund held under this Plan.\n\n                  15.4 If any Employer which has come within the definition of\nEmployer pursuant to this Section 15 subsequently withdraws or is withdrawn from\nthe Plan, or discontinues the Plan with respect to all or part of its Employees,\nthe Committee shall determine the share of the Fund which shall be allocated to\nthe Employees of such Employer who are thereby affected. If a separate defined\nbenefit pension plan is being continued for such Employees, such Employer shall,\nsubject to the provisions of Section 14.8 hereof, designate a successor Trustee\nunder a separate instrument to whom such allocable funds shall be transferred\nwith respect to all or the specified classifications of its Employees, as the\ncase may be, unless the Board of Directors shall determine that such Employer\nand its affected Employees may upon proper action of such Employer continue to\nparticipate in the Trust Fund maintained in connection with this Plan. If the\nPlan is discontinued with respect to all or part of such Employer's Employees,\nsuch allocable funds shall be allocated with respect to each Employee affected,\nand shall be applied pursuant to Section 16.4 hereof.\n\n                                       41\n\n\n                  15.5 If any Employer which is not a member of the Group which\nincludes Estee Lauder adopts the Plan in accordance with Section 15.1, the Plan\nshall be treated as a \"multiple employer plan\" within the meaning of Section\n413(c) of the Code, and it shall comply with all the requirements of the Code\nand ERISA applicable to such plans.\n\n                                       42\n\n\n                                   SECTION 16\n\n                            AMENDMENT AND TERMINATION\n\n                  16.1 Estee Lauder reserves the right at any time, and from\ntime to time, by action of the Committee to amend, in whole or in part,\nretroactively or prospectively or both, any or all of the provisions of the\nPlan; provided, however, that no part of the assets of the Plan shall, by reason\nof any amendment, be used for or diverted to purposes other than for the\nexclusive benefit of Participants, contingent annuitants, and Beneficiaries; and\nfurther provided that any amendment adopted by the Committee which would cause\nthe Plan and the trust established under the Plan to cease to meet the\nrequirements of Section 401(a) or 501(a) of the Code respectively, shall be null\nand void; and any actions taken under the Plan pursuant to such amendment, any\nbenefit increases (or decreases) accruing under the Plan as a result of such\namendment, and any increases (or decreases) in benefit payments under the Plan\nmade as a result of such amendment, during the period from the date of adoption\nof such amendment to the date it is determined that such amendment should so\ncause the Plan and the trust under the Plan to cease to meet such requirements,\nshall be, respectively, rectified, nullified, and restored as soon as possible\nto the extent necessary to permit the Plan and the trust under the Plan to\ncontinue to meet the requirements of Section 401(a) and 501(a) of the Code,\nrespectively. \n\nNotwithstanding the previous paragraph herein, no amendment to the Plan shall:\n\n                           (a) reduce the Participant's accrued normal\nretirement income as of the date on which the amendment is adopted,\n\n                           (b) eliminate or reduce any early retirement benefit\nor retirement-type subsidy to be determined by regulation), or an optional form\nof retirement income under the Plan, with respect to the accrued normal\nretirement income, or\n\n                           (c) reduce a retired Participant's retirement income\nas of the beginning of the Plan Year in which the amendment is effective.\n\n                  The Board of Directors' approval shall be required for any\namendment to the Plan which is anticipated by the Committee to increase the cost\nto Estee Lauder of maintaining the Plan by $200,000 or more in any year,\ncomputed in accordance with generally accepted accounting or actuarial\nprinciples.\n\n                  16.2 The Board of Directors may terminate the Plan at any time\nas to all or any particular group or groups of Participants and such other\npersons, if any, who have or may become entitled to benefits under the Plan on\naccount of such Participants as to whom the Plan shall have been terminated,\nwhich Participants and other persons shall be referred to collectively as the\nterminated group in this Section 16. After the Plan termination date which is\napplicable to the terminated group, benefits shall be provided to the terminated\ngroup in accordance with Section 16.4 hereof. In the event of such termination,\neach member of the terminated group will be fully (100%) vested in his accrued\nbenefit.\n\n                                       43\n\n\n                  16.3 The terminated group's portion of the Fund shall equal\nthe sum of that part of the fair market value on the Plan termination date of\nthe entire Fund that would have been allocated to each person in the terminated\ngroup in accordance with Section 16.4 hereof if the Plan had been terminated on\nsuch date as to all Participants in the Plan and no expenses were incurred in\nconnection with such termination of the Plan.\n\n                  16.4 A terminated group's share of the Fund shall be allocated\nas follows:\n\n                           (a) first, to provide benefits to each person in the\nterminated group in accordance with Section 4044(a) of ERISA, and the\nregulations issued pursuant thereto;\n\n                           (b) then, to the extent that after the making of the\nallocation described in (a) above, there remain in the Fund any assets which are\napplicable to the terminated group, the said assets shall be applied to pay for\nany unpaid administrative expenses for the administration of the Plan as to the\nterminated group; and\n\n                           (c) lastly, to the extent that after making the\nallocations described in (a) and (b) above, there remain in the Fund any assets\nwhich are applicable to the terminated group, then such remaining assets shall\nbe paid to the Employer for its own use and benefit provided that such payment\nto the Employer does not contravene any provision of law.\n\n                                       44\n\n\n                                   SECTION 17\n\n                             LIMITATION ACCORDING TO\n                        TREASURY DEPARTMENT REQUIREMENTS\n\n                  The purpose of this Section is to conform the Plan to the\nrequirements of Section 1.401(a)(4)-5(b) of the Income Tax Regulations.\n\n                  17.1 If a benefit becomes or is payable for a Plan Year to a\nParticipant who is among the 25 highest paid \"highly compensated employees\" or\n\"highly compensated former employees\" (each as defined in Section 414(q) of the\nCode and regulations and rulings issued thereunder) for a Plan Year, such\nbenefit cannot exceed an amount equal to the payments that would be made during\nthe Plan Year on behalf of the Participant under a single life annuity that is\nthe Actuarial Equivalent of the sum of the Participant's Accrued Benefit and any\nother benefits under the Plan; provided, however, that this Section shall not\napply if (i) benefits that would be payable to such a Participant are less than\none percent (1%) of the total value of current liabilities under the Plan, or\n(ii) the assets of the Trust Fund exceed, immediately after payment of a benefit\nto such a Participant, 110% of the value of current liabilities under the Plan.\n(For purposes of this Section, the value of current liabilities shall be as\ndefined in Section 412(l)(7) of the Code.)\n\n                  17.2 In the event of a termination of the Plan, the benefit of\nany highly compensated employee or highly compensated former employee shall be\nlimited to a benefit that is nondiscriminatory under Section 401(a)(4) of the\nCode.\n\n                  17.3 In the event Congress should provide by statute, or the\nInternal Revenue Service or Department of the Treasury should provide by\nregulation or ruling, that such limitations are no longer necessary for the Plan\nto meet the requirements of Section 401(a) or other applicable provisions of the\nCode then in effect, such limitations shall become void and shall no longer\napply, without the necessity of further amendment to the Plan.\n\n                                       45\n\n\n                                   SECTION 18\n\n                            TOP-HEAVY PLAN PROVISIONS\n\n                  18.1 Anything elsewhere in this Plan to the contrary\nnotwithstanding, the provisions of this Section 18 shall apply to the Plan for\nany Plan Year if, on the last day of the preceding Plan Year, either (i) the\npresent equivalent actuarial value of the cumulative accrued normal retirement\nincome of Key Employees exceeds 60% of the present equivalent actuarial value of\nthe cumulative accrued normal retirement income of all Participants, or (ii) the\nsum of (A) the present equivalent actuarial value of the cumulative accrued\nnormal retirement income of Key Employees under the Plan, (B) the present\nequivalent actuarial value of the accumulated accrued benefits of Key Employees\nunder all other qualified defined benefit plans included in the Aggregation\nGroup, and (C) the cumulative accrued benefits of Key Employees under all\nqualified defined contribution plans included in the Aggregation Group exceeds\n60% of the sum of (D) the present equivalent actuarial value of the cumulative\naccrued normal retirement income of all Participants under the Plan, (E) the\npresent equivalent actuarial value of the accumulated accrued benefits of all\nParticipants under all other qualified defined benefit plans included in the\nAggregation Group, and (F) the cumulative accrued benefits of all Participants\nunder all qualified defined contribution plans included in the Aggregation\nGroup. For the purpose of the foregoing sentence, the \"equivalent actuarial\nvalue\" of the cumulative accrued normal retirement income of each Participant\nunder the Plan shall be calculated utilizing a five percent (5%) interest rate\nassumption and is increased by the amount of the aggregate distributions, if\nany, made with respect to the Participant under the Plan during the five-year\nperiod ending on the last day of the preceding Plan Year; and the present\nequivalent actuarial value of the accumulated accrued benefit of each\nParticipant under all other qualified defined benefit plans and the cumulative\naccrued benefit of each Participant under any qualified defined contribution\nplan shall be increased by the amount of the aggregate distributions, if any,\nmade with respect to the Participant under such other plan during that five-year\nperiod. The term \"Aggregation Group\" shall mean all plans to which the Employer\ncontributes in which a Key Employee is a Participant and all other plans to\nwhich the Employer contributes that enable any such plan to meet the\nrequirements of Section 401(a)(4) or Section 410 of the Code. If a Participant\nis not a Key Employee for any Plan Year, but was a Key Employee in a prior Plan\nYear, the accrued normal retirement income for such Participant shall not be\ntaken into account. The accrued normal retirement income of any Participant or\nformer Participant who has not during the five-year period ending on the last\nday of the preceding Plan Year received from the Employer any compensation\n(other than benefits under the Plan) shall not be taken into account. In any\nPlan Year for which the provisions of this Section 18 apply and thereafter, each\nEmployee who is a Participant during that Plan Year and has completed at least\nthree (3) Years of Service shall have a nonforfeitable right, in the event he\nceases to be an Employee prior to his Normal Retirement Date, otherwise than by\ndeath or early retirement, to receive for the remainder of his life (beginning\nat his Normal Retirement Date if he is still living) a deferred vested\nretirement income in an amount per month equal to his accrued normal retirement\nincome computed as of\n\n                                       46\n\n\nthe date he ceases to be an Employee (including benefits accrued before the\nprovisions of this Section 18 apply).\n\n                  Notwithstanding the foregoing, each such Employee who has\ncompleted not less than three (3) Years of Service shall be permitted to elect,\nwithin 90 days after the first day of the Plan Year for which the provisions of\nthis Section 18 apply, to have his nonforfeitable percentage computed in\naccordance with the provisions of Section 8 hereof without regard to this\nparagraph.\n\n                  18.2 In any Plan Year for which the provisions of this Section\n18 apply, if the accrued normal retirement income of any Participant who is not\na Key Employee, when expressed as an equivalent actuarial value of a benefit\npayable annually in the form of a single life annuity (with no ancillary\nbenefits) beginning when the Participant attains age 65 (without taking into\naccount contributions or benefits under Chapter 2 of Chapter 21 of Title II of\nthe Social Security Act, or any other Federal or State law), is less than the\nCompensation from Estee Lauder not in excess of $150,000, for years in the\nParticipant's Testing Period, then the accrued normal retirement income of that\nParticipant shall be increased to an amount equal at the last day of that Plan\nYear to such Applicable Percentage of the Participant's average Compensation\nfrom the Employer for years in the Participant's Testing Period.\n\n                  18.3 In any Plan Year for which the provisions of this Section\n18 apply, the Compensation from the Employer of each Participant taken into\naccount under the Plan shall not exceed the first $150,000 (or such other figure\nas shall result from such annual cost-of-living adjustments as the Secretary of\nthe Treasury or his delegate shall make pursuant to Section 401(a)(17)(B) of the\nCode).\n\n                  18.4 In any Plan Year commencing prior to January 1, 2000 for\nwhich the provisions of this Section 18 apply, the figure \"1.0\" shall be\nsubstituted for the figure \"1.25\" as required by Section 416 of the Code for the\npurpose of determining an Employee's \"defined contribution plan fraction\" and\n\"defined benefit plan fraction\" under Section 415(e) of the Code.\n\n                  18.5 For purposes of this Section, the following definitions\nshall apply:\n\n                           (a) \"Applicable Percentage\" means, in respect of any\nParticipant, the lesser of (i) 2 percent multiplied by the number of the\nParticipant's Years of Service (disregarding any Year of Service in which ended\na Plan Year for which the provisions of this Section 18 were not applicable and\nany Year of Service completed in a Plan Year beginning before January 1, 1984)\nor (ii) 20 percent.\n\n                           (b) \"Compensation\" means, for purposes of this\nSection only, Compensation as defined in Section 2.10 hereof but including any\nspecial pay or remuneration reportable to the Internal Revenue Service on Form\nW-2 for Federal income tax purposes, but with respect to Plan Years commencing\nprior to January 1, 1998, \"Compensation\" excludes contributions made by an\nEmployer on behalf of an Employee under a \"cash or deferred arrangement\"\ndescribed in Section 401(k) of the Code.\n\n                                       47\n\n\n                           (c) \"Key Employee\" means a Participant, former\nParticipant or the contingent annuitant of any Participant who, at any time\nduring the Plan Year or any of the four preceding Plan Years, is or was (i) an\nofficer of an Employer whose compensation from the Employer for the Plan Year\nexceeds $45,000 (or such other figure as shall result from such annual\ncost-of-living adjustments as the Secretary of the Treasury or his delegate\nshall make pursuant to Section 415(d) of the Code), or (ii) one (1) of the ten\n(10) employees of the Employer whose Compensation for the Plan Year exceeds\n$30,000 (or such other figure as shall result from such annual cost-of-living\nadjustments as the Secretary of the Treasury or his delegate shall make pursuant\nto Section 415(d) of the Code) and who owns the largest interests in the\nEmployer, or (iii) the owner of five percent (5%) or more of the outstanding\nstock of the Employer (or stock possessing more than five percent (5%) of the\ntotal combined voting power of all stock of the Employer), or (iv) an owner of\none percent (1%) or more of the outstanding stock of the Employer (or stock\npossessing more than one percent (1%) of the total combined voting power of all\nstock of the Employer) whose Compensation from the Employer for the Plan Year is\nmore than $150,000. Any Employee who is not a Key Employee shall be deemed a\nNon-Key Employee.\n\n                           (d) \"Testing Period\" means, in respect of any\nParticipant, the period of consecutive years (not exceeding Five (5)), and\ndisregarding any Year of Service in which ended a Plan Year for which the\nprovisions of this Section 18 were not applicable, any Year of Service completed\nin a Plan Year beginning before January 1, 1984, and any year that begins after\nthe close of the last Plan Year for which the provisions of this Section 18 were\napplicable) during which the Participant had the greatest aggregate Compensation\nfrom the Employer.\n\n                                       48\n\n\n\n                              THE ESTEE LAUDER INC.\n\n                         RETIREMENT GROWTH ACCOUNT PLAN\n\n\n\n\n                             As Amended and Restated\n\n                       Generally Effective January 1, 1999\n\n\n                                TABLE OF CONTENTS\n\nAPPENDIX A                                  A-1\n\nAPPENDIX B                                  B-1\n\nAPPENDIX C                                  C-1\n\nAPPENDIX D                                  D-1\n\nAPPENDIX E                                  E-1\n\nAPPENDIX F                                  F-1\n\nAPPENDIX G                                  G-1\n\nAPPENDIX H                                  H-1\n\nAPPENDIX I                                  I-1\n\nAPPENDIX J                                  J-1\n\nAPPENDIX K                                  K-1\n\nAPPENDIX L                                  L-1\n\nAPPENDIX M                                  M-1\n\n\n\n\n\n                                   APPENDIX A\n\n         1. Except as otherwise noted below, the assumptions to be used to\nconvert a single life annuity into any other form of benefit, other than a lump\nsum distribution, are as follows:\n\n                      Interest Rate:        6%\n\n                      Mortality Table:      1971 TPF&amp;C Mortality Table for\n                                            male lives, set back four years\n\n         2. To the extent that (A) any Participant's Retirement Account is to be\nconverted into an equivalent, immediately payable, annual amount of single life\nannuity and (B) the distribution of such single life annuity is to begin as of\ndate prior to January 1, 1999, such conversion shall be done by applying an\nimmediate conversion factor to such Participant's Retirement Account, with such\nfactor based upon the above specified mortality table and the Pension Benefit\nGuaranty Corporation (\"PBGC\") immediate interest rate applicable to the month as\nof which the distribution of the single life annuity is otherwise to begin.\n\n         To the extent that (A) any Participant's Retirement Account is to be\nconverted into an equivalent, immediately payable, annual amount of single life\nannuity and (B) the distribution of such single life annuity is to begin as of\ndate during calendar year 1999, such conversion shall be done by applying an\nimmediate conversion factor to such Participant's Retirement Account, with such\nfactor based upon the \"applicable mortality table\" (as defined under Section\n417(e)(3)(A) of the Code, as amended by Public Law 103-465) and whichever of the\nfollowing two interest rates results in the larger single life annuity:\n\n(i)     the \"applicable interest rate\" (as defined under Section 417(e)(3)(A) of\n        the Code, as amended by Public Law 103-465) as in effect for the second\n        calendar month immediately prior to the first day of the calendar\n        quarter in which falls the date as of which the distribution of the\n        single life annuity is otherwise to begin, and\n\n(ii)    such same \"applicable interest rate\" as in effect for the second\n        calendar month immediately prior to the month in which falls the date as\n        of which such distribution of the single life annuity is otherwise to\n        begin.\n\n         To the extent that (A) any Participant's Retirement Account is to be\nconverted into an equivalent, immediately payable, annual amount of single life\nannuity and (B) the distribution of such single life annuity is to begin as of\ndate on or after January 1, 2000, such conversion shall be done by applying an\nimmediate conversion factor to such Participant's Retirement Account, with such\nfactor based upon the \"applicable mortality table\" (as defined under Section\n417(e)(3)(A) of the Code, as amended by Public Law 103-465) and the \"applicable\ninterest rate\" (as defined under Section 417(e)(3)(A) of the Code, as similarly\nso amended) as in effect for the second calendar month immediately prior to the\nfirst day of the calendar quarter in which falls the date as of which the\ndistribution of the single life annuity is otherwise to begin.\n\n\n                                                           A-1\n\n\n\n\n         3. To the extent that (A) any immediately payable, lump sum\ndistribution under the Plan is the equivalent of a single life annuity otherwise\ndeferred to a Participant's Normal Retirement Date and (B) such distribution is\nto occur as of a date prior to January 1, 1999, such Participant's Retirement\nAccount is converted into an annual amount of such a deferred single life\nannuity using a deferred conversion factor, with such factor based upon the\nabove specified mortality table and the PBGC immediate\/deferred blended interest\nrate (under Section 417(e)(3) of the Code, as in effect immediately prior to the\nenactment of Public Law 103-465) applicable to the month as of which the\ndistribution of such lump sum benefit is otherwise to occur.\n\n         To the extent that (A) any immediately payable, lump sum distribution\nunder the Plan is the equivalent of a single life annuity otherwise deferred to\na Participant's Normal Retirement Date and (B) such distribution is to occur as\nof a date during calendar year 1999, such Participant's Retirement Account is\nconverted into an annual amount of such a deferred single life annuity using a\ndeferred conversion factor, with such factor based upon the \"applicable\nmortality table\" (as defined under Section 417(e)(3)(A) of the Code, as amended\nby Public Law 103-465) and whichever of the following two interest rates results\nin the larger single life annuity:\n\n(i)     the \"applicable interest rate\" (as defined under Section 417(e)(3)(A) of\n        the Code, as amended by Public Law 103-465) as in effect for the second\n        calendar month immediately prior to the first day of the calendar\n        quarter in which falls the date as of which such distribution is\n        otherwise to occur, and\n\n(ii)    such same \"applicable interest rate\" as in effect for the second\n        calendar month immediately prior to the month in which falls the date as\n        of which such distribution is otherwise to occur.\n\n         To the extent that (A) any immediately payable, lump sum distribution\nunder the Plan is the equivalent of a single life annuity otherwise deferred to\na Participant's Normal Retirement Date and (B) such distribution is to occur as\nof a date on or after January 1, 2000, such Participant's Retirement Account is\nconverted into an annual amount of such a deferred single life annuity using a\ndeferred conversion factor, with such factor based upon the \"applicable\nmortality table\" (as defined under Section 417(e)(3)(A) of the Code, as amended\nby Public Law 103-465) and the applicable interest rate\" (as defined under\nSection 417(e)(3)(A) of the Code, as similarly so amended) as in effect for the\nsecond calendar month immediately prior to the first day of the calendar quarter\nin which falls the date as of which such distribution is otherwise to occur.\n\n         4. To the extent that (A) any Participant's single life annuity\notherwise payable immediately is converted into an equivalent, immediately\npayable lump sum distribution and (B) the distribution of such lump sum benefit\nis to occur as of a date prior to January 1, 1999, such conversion shall be done\nby applying an immediate conversion factor to the annual\n\n\n                                                          A-2\n\n\n\namount of such single life annuity, with such factor based upon the above\nspecified mortality table and the PBGC immediate interest rate applicable to the\nmonth as of which the distribution of such lump sum benefit is otherwise to\noccur.\n\n         To the extent that (A) any Participant's single life annuity otherwise\npayable immediately is converted into an equivalent, immediately payable lump\nsum distribution and (B) the distribution of such lump sum benefit is to occur\nas of a date during calendar year 1999, such conversion shall be done by\napplying an immediate conversion factor to the annual amount of such single life\nannuity, with such factor based upon the \"applicable mortality table\" (as\ndefined under Section 417(e)(3)(A) of the Code, as amended by Public Law\n103-465) and whichever of the following two interest rates results in the larger\nsingle life annuity:\n\n(i)     the \"applicable interest rate\" (as defined under Section 417(e)(3)(A) of\n        the Code, as amended by Public Law 103-465) as in effect for the second\n        calendar month immediately prior to the first day of the calendar\n        quarter in which falls the date as of which such distribution is\n        otherwise to occur, and\n\n(ii)    such same \"applicable interest rate\" as in effect for the second\n        calendar month immediately prior to the month in which falls the date as\n        of which such distribution is otherwise to occur.\n\n         To the extent that (A) any Participant's single life annuity otherwise\npayable immediately is converted into an equivalent, immediately payable lump\nsum distribution and (B) the distribution of such lump sum benefit is to occur\nas of a date on or after January 1, 2000, such conversion shall be done by\napplying an immediate conversion factor to the annual amount of such single life\nannuity, with such factor based upon the \"applicable mortality table\" (as\ndefined under Section 417(e)(3)(A) of the Code, as amended by Public Law\n103-465) and the \"applicable interest rate\" (as defined under Section\n417(e)(3)(A) of the Code, as also so amended) as in effect for the second\ncalendar month immediately prior to the first day of the calendar quarter in\nwhich falls the date as of which such distribution is otherwise to occur.\n\n         5. Each Participant's single life annuity otherwise deferred to such\nParticipant's Normal Retirement Date is, if the distribution of a lump sum\nbenefit is otherwise to occur as of a date prior to January 1, 1999, converted\ninto an equivalent, immediately payable lump sum distribution by using a\ndeferred conversion factor, with such factor based upon the above specified\nmortality table and the PBGC immediate\/deferred blended interest rate (under\nSection 417(e)(3) of the Code, as in effect immediately prior to the enactment\nof Public Law 103-465) applicable to the month as of which the distribution of\nsuch lump sum benefit is otherwise to occur.\n\n         Each Participant's single life annuity otherwise deferred to such\nParticipant's Normal Retirement Date is, if the distribution of a lump sum\nbenefit is otherwise to occur as of a date during calendar year 1999, converted\ninto an equivalent, immediately payable lump sum distribution by using a\ndeferred conversion factor, with such factor based upon the \"applicable\nmortality table\" (as defined under Section 417(e)(3)(A) of the Code, as amended\nby Public Law\n\n\n\n                                                          A-3\n\n\n\n103-465) and whichever of the following two interest rates results in the larger\nsingle life annuity:\n\n(i)     the \"applicable interest rate\" (as defined under Section 417(e)(3)(A) of\n        the Code, as amended by Public Law 103-465) as in effect for the second\n        calendar month immediately prior to the first day of the calendar\n        quarter in which falls the date as of which such distribution is\n        otherwise to occur, and\n\n(ii)    such same \"applicable interest rate\" as in effect for the second\n        calendar month immediately prior to the month in which falls the date as\n        of which such distribution is otherwise to occur.\n\n         Each Participant's single life annuity otherwise deferred to such\nParticipant's Normal Retirement Date is, if the distribution of a lump sum\nbenefit is otherwise to occur as of a date on or after January 1, 2000,\nconverted into an equivalent, immediately payable lump sum distribution by using\na deferred conversion factor, with such factor based upon the \"applicable\nmortality table\" (as defined under Section 417(e)(3)(A) of the Code, as amended\nby Public Law 103-465) and the \"applicable interest rate\" (as defined under\nSection 417(e)(3)(A) of the Code, as similarly so amended) as in effect for the\nsecond calendar month immediately prior to the first day of the calendar quarter\nin which falls the date as of which such distribution is otherwise to occur.\n\n\n\n                                                          A-4\n\n\n\n\n\n\n                                   APPENDIX B\n\n         In order to receive the benefits described in Section 5.5 of the Plan,\na Participant must have been a participant under a Prior Plan on December 31,\n1990 and must satisfy the requirements set forth below that correspond to his\ntermination of employment date.\n\n<\/pre>\n<table>\n<caption>\n<p>      Termination of Employment Date                  Requirements<br \/>\n      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                  &#8212;&#8212;&#8212;&#8212;<\/p>\n<p><s>                                                   <c><br \/>\n      1.     After December 31, 1990 and prior to     1.      Age 50 with 10 Years of Service on<br \/>\n             July 1, 1991                                     December 31, 1990; age 55 with 10<br \/>\n                                                              Years of Service on his termination<br \/>\n                                                              of employment date<\/p>\n<p>      2.     After June 30, 1991 and prior to         2.      Age 55 with 10 Years of Service<br \/>\n             on January 1, 1993                               his termination of employment date<\/p>\n<p>     3.      After December 31, 1992                  3.      Age 50 with 5 Years of Service, or<br \/>\n                                                              any age and 10 Years of Service, as<br \/>\n                                                              of January 1, 1993<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                                              B-1<\/p>\n<p>                                   APPENDIX C<\/p>\n<p>                      ADDITIONAL EARLY RETIREMENT BENEFITS<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         1.1 Eligibility for Additional Benefits<\/p>\n<p>              A. Any Participant employed in the United States by an Employer,<br \/>\nor on sick leave or long-term disability under the Employer&#8217;s Long-Term<br \/>\nDisability Plan, may elect to retire on August 1, 1991 (such designated date of<br \/>\nretirement hereinafter referred to in this Appendix C as the &#8220;Retirement Day&#8221;)<br \/>\nand be eligible to receive the additional benefits (&#8220;Additional Benefits&#8221;) set<br \/>\nforth under this Appendix C, provided that () on or before July 31, 1991 such<br \/>\nParticipant shall have attained at least age 55 and completed at least ten Years<br \/>\nof Service under the Plan (including periods of disability in which no Years of<br \/>\nService were credited), () the document entitled &#8220;Special Retirement Option<br \/>\nAgreement,&#8221; which includes a General Release in favor of the Employer, is<br \/>\nsigned, witnessed and dated no earlier than July 8, 1991 but no later than July<br \/>\n18, 1991 in strict accordance with the instructions contained therein, and ()<br \/>\nsuch Participant shall have made an election to retire on such other forms as<br \/>\nthe Employer may require during the period commencing forty-five days after such<br \/>\nParticipant receives the &#8220;Special Retirement Option Agreement&#8221; from the Employer<br \/>\nbut ending no later than July 31, 1991. Participants who previously retired on<br \/>\nor after January 1, 1991 and before August 1, 1991 and who were employed in the<br \/>\nUnited States by the Employer shall also be eligible for the Additional Benefits<br \/>\nunder this Appendix C, provided the preceding requirements in clauses (i)-(iii)<br \/>\nhereof are satisfied.<\/p>\n<p>              B. Notwithstanding the provisions of paragraph A hereof, any<br \/>\nindividual whose active employment with an Employer ceased by mutual agreement<br \/>\non or before May 17, 1991 shall not be eligible for any benefits under this<br \/>\nAppendix C.<\/p>\n<p>              C. Notwithstanding the provisions of paragraph A above, any<br \/>\nindividual who is classified by an Employer as a Corporate Department Head or<br \/>\nPresident of a division shall not be eligible for the Additional Benefits under<br \/>\nthis Appendix C.<\/p>\n<p>         1.2 Additional Benefits<\/p>\n<p>         Each Participant eligible for Additional Benefits under this Appendix C<br \/>\nto the Plan who elects to retire on the Retirement Day shall be entitled to the<br \/>\nfollowing:<\/p>\n<p>              A. The Additional Benefits shall be equal to the benefit<br \/>\ndetermined, under Section 5.5 of the Plan, by increasing the Participant&#8217;s age<br \/>\nas of August 1, 1991, by Five (5) years and Years of Service as of August 1,<br \/>\n1991, by Five (5) years. The Additional Benefits shall be added to the regular<br \/>\npension benefit determined under Section 5.5 of the Plan.<\/p>\n<p>              B. The reduction contained in Section 5.5 of the Plan, which<br \/>\napplies to the early commencement of a Participant&#8217;s benefits prior to age 62,<br \/>\nshall be applied after increasing the Participant&#8217;s age by Five (5) years as<br \/>\nprovided under paragraph A above.<\/p>\n<p>                                                          C-1<\/p>\n<p>              C. The Additional Benefits provided under this Appendix C to the<br \/>\nPlan shall be payable in the form applicable to the Participant in accordance<br \/>\nwith the provisions of Section 9 of the Plan.<\/p>\n<p>              D. Participants who (i) retired on or after January 1, 1991 and<br \/>\nprior to August 1, 1991, (ii) are receiving retirement benefits under the Plan<br \/>\nprior to August 1, 1991, and (iii) are eligible under Section 1.01 A hereof,<br \/>\nshall have the amount of their retirement benefits recomputed under this<br \/>\nAppendix C from the date of their previous retirement and paid in accordance<br \/>\nwith the form of benefit previously elected under Section 9 of the Plan. No<br \/>\nchanges to the form of benefit previously elected shall be permitted; however,<br \/>\nthe Additional Benefits payable for the period of time from the date of the<br \/>\nprevious retirement to July 31, 1991 shall be paid in the form of a lump sum<br \/>\ndistribution at the time prescribed under paragraph E hereof. In no event shall<br \/>\nAdditional Benefits be paid to Participants who retired before January 1, 1991.<\/p>\n<p>              E. If a Participant elects the Additional Benefits provided under<br \/>\nthis Appendix C to the Plan, such Participant&#8217;s retirement benefits shall be<br \/>\npayable commencing in the first month following the month in which the<br \/>\nRetirement Day occurs.<\/p>\n<p>                                                C-2<\/p>\n<p>                                   APPENDIX D<\/p>\n<p>                      ADDITIONAL EARLY RETIREMENT BENEFITS<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         1.1 Eligibility for Additional Benefits<\/p>\n<p>              A. Any Participant employed in the Commonwealth of Puerto Rico by<br \/>\nthe Estee Lauder Hemisphere Division of Clinique (the &#8220;Employer&#8221;), or on sick<br \/>\nleave or long-term disability under the Employer&#8217;s Long-Term Disability Plan,<br \/>\nmay elect to retire on December 1, 1991 (such designated date of retirement<br \/>\nhereinafter referred to in this Appendix D as the &#8220;Retirement Day&#8221;) and be<br \/>\neligible to receive the additional benefits (&#8220;Additional Benefits&#8221;) set forth<br \/>\nunder this Appendix D, provided that (i) on or before November 30, 1991 such<br \/>\nParticipant shall have attained at least age 55 and completed at least ten Years<br \/>\nof Service under the Plan (including periods of disability in which no Years of<br \/>\nService were credited), (ii) the document entitled &#8220;Special Retirement Option<br \/>\nAgreement and General Release,&#8221; which includes a General Release in favor of the<br \/>\nEmployer, is signed, witnessed and dated no earlier than November 4, 1991 but no<br \/>\nlater than November 14, 1991 in strict accordance with the instructions<br \/>\ncontained therein, and (iii) such Participant shall have made an election to<br \/>\nretire on such other forms as the Employer may require during the period<br \/>\ncommencing forty-five days after such Participant receives the &#8220;Special<br \/>\nRetirement Option Agreement&#8221; from the Employer but ending no later than November<br \/>\n30, 1991. Participants who previously retired on or after January 1, 1991 and<br \/>\nbefore December 1, 1991 and who were employed in the Commonwealth of Puerto Rico<br \/>\nby the Employer shall also be eligible for the Additional Benefits under this<br \/>\nAppendix D, provided the preceding requirements in clauses (i)-(iii) hereof are<br \/>\nsatisfied.<\/p>\n<p>              B. Notwithstanding the provisions of paragraph A hereof, any<br \/>\nindividual whose active employment with the Employer ceased by mutual agreement<br \/>\non or before September 19, 1991 shall not be eligible for any benefits under<br \/>\nthis Appendix D.<\/p>\n<p>              C. Notwithstanding the provisions of paragraph A above, any<br \/>\nindividual who is classified by the Employer as a Corporate Department Head or<br \/>\nPresident of a division shall not be eligible for the Additional Benefits under<br \/>\nthis Appendix D.<\/p>\n<p>         1.2 Additional Benefits<\/p>\n<p>         Each Participant eligible for Additional Benefits under this Appendix D<br \/>\nto the Plan who elects to retire on the Retirement Day shall be entitled to the<br \/>\nfollowing:<\/p>\n<p>              A. The Additional Benefits shall be equal to the benefit<br \/>\ndetermined, under Section 5.5 of the Plan, by increasing the Participant&#8217;s age<br \/>\nas of December 1, 1991, by Five (5) years and Years of Service as of December 1,<br \/>\n1991, by Five (5) years. The Additional Benefits shall be added to the regular<br \/>\npension benefit determined under Section 5.5 of the Plan.<\/p>\n<p>              B. The reduction contained in Section 5.5 of the Plan, which<br \/>\napplies to the early commencement of a Participant&#8217;s benefits, shall be applied<br \/>\nafter increasing the Participant&#8217;s age by Five (5) years as provided under<br \/>\nparagraph A above.<\/p>\n<p>                                     D-1<\/p>\n<p>              C. The Additional Benefits provided under this Appendix D to the<br \/>\nPlan shall be payable in the form applicable to the Participant in accordance<br \/>\nwith the provisions of Section 9 of the Plan.<\/p>\n<p>              D. Participants who (i) retired on or after January 1, 1991 and<br \/>\nprior to December 1, 1991, (ii) are receiving retirement benefits under the Plan<br \/>\nprior to December 1, 1991, and (iii) are eligible under Section 1.01 A hereof,<br \/>\nshall have the amount of their retirement benefits recomputed under this<br \/>\nAppendix D from the date of their previous retirement and paid in accordance<br \/>\nwith the form of benefit previously elected under Section 8 of the Plan. No<br \/>\nchanges to the form of benefit previously elected shall be permitted; however,<br \/>\nthe Additional Benefits payable for the period of time from the date of the<br \/>\nprevious retirement to November 30, 1991 shall be paid in the form of a lump sum<br \/>\ndistribution at the time prescribed under paragraph E hereof. In no event shall<br \/>\nAdditional Benefits be paid to Participants who retired before January 1, 1991.<\/p>\n<p>              E. If a Participant elects the Additional Benefits provided under<br \/>\nthis Appendix D to the Plan, such Participant&#8217;s retirement benefits shall be<br \/>\npayable commencing in the first month following the month in which the<br \/>\nRetirement Day occurs.<\/p>\n<p>                                              D-2<\/p>\n<p>                                  APPENDIX E<\/p>\n<p>              SPECIAL PROVISIONS GOVERNING EMPLOYEES OF WHITMAN<br \/>\n                 PACKAGING CORPORATION WHO DID NOT OTHERWISE<br \/>\n              BECOME ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992<\/p>\n<p>              A. SCOPE.<\/p>\n<p>                  (i) The provisions of this Appendix E shall apply with respect<br \/>\n         to each person who first became an employee of Whitman Packaging<br \/>\n         Corporation prior to January 1, 1992; other than any such person who,<br \/>\n         prior to that date, terminated such employment and immediately<br \/>\n         thereupon transferred to, and became an employee of, an entity which<br \/>\n         was then an Employer under the Plan as then in effect (a &#8220;Whitman<br \/>\n         Employee&#8221;). The provisions of this Appendix E shall apply<br \/>\n         notwithstanding any contrary provisions of the Plan, of which this<br \/>\n         Appendix is a part.<\/p>\n<p>                  (ii) Except to the extent expressly provided to the contrary<br \/>\n         herein, all defined terms shall have the same meanings as provided<br \/>\n         under the Plan. Each reference to the Plan shall (except with reference<br \/>\n         to the first sentence of the preceding paragraph) be to either the Plan<br \/>\n         as in effect on January 1, 1991 or the Plan as amended and restated<br \/>\n         generally effective as of January 1, 1993 or January 1, 1997, as the<br \/>\n         context shall require.<\/p>\n<p>                  (iii) The provisions of this Appendix E shall not apply with<br \/>\n         respect to (a) any person described in Appendix F or (b) any person who<br \/>\n         first becomes an employee of Whitman Packaging Corporation (&#8220;Whitman&#8221;)<br \/>\n         on or after January 1, 1992.<\/p>\n<p>              B. COMMENCEMENT OF STATUS AS A PARTICIPATING EMPLOYER<\/p>\n<p>              C. Whitman shall become an Employer under the Plan on January 1,<br \/>\n1992.<\/p>\n<p>                  (i) COMMENCEMENT OF PLAN PARTICIPATION A.1.C.i.A.1.1 BY<br \/>\n         WHITMAN EMPLOYEES<\/p>\n<p>              D. No Whitman Employee shall be permitted to become a Participant<br \/>\nprior to January 1, 1992. The first date on or after January 1, 1992 on which<br \/>\nany such person<\/p>\n<p>                                     E-1<\/p>\n<p>may become a Participant shall be governed by the otherwise applicable<br \/>\nprovisions of Section 3 of the Plan. In applying the terms of such participation<br \/>\neligibility provision, there shall be taken into account all of such Whitman<br \/>\nEmployee&#8217;s period of employment with Whitman on or after January 1, 1984, but<br \/>\nonly to the extent that any such period of employment would have been taken into<br \/>\naccount had Whitman otherwise been an Employer throughout such person&#8217;s entire<br \/>\nsuch period of employment.<\/p>\n<p>                                     E-2<\/p>\n<p>              E. CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>                  (i) In determining the amount to be credited to the Retirement<br \/>\n         Account of a Whitman Employee who becomes a Participant pursuant to the<br \/>\n         provisions of Section 5 of the Plan, there shall be taken into account<br \/>\n         all periods of such person&#8217;s employment with Whitman on or after<br \/>\n         January 1, 1984 which would otherwise have been taken into account for<br \/>\n         such purpose had Whitman otherwise been an Employer throughout such<br \/>\n         person&#8217;s entire such period of employment; provided, however, that<br \/>\n         there shall be taken into account for this purpose with respect to any<br \/>\n         Whitman Employee who becomes a Participant (i) who transferred from a<br \/>\n         non-exempt position to an exempt position prior to January 1, 1992, all<br \/>\n         periods of employment beginning with the date on which such Whitman<br \/>\n         Employee first became a regular, full-time employee of Whitman; (ii)<br \/>\n         who is in a non-exempt position, all periods of employment beginning on<br \/>\n         the later of (A) January 1, 1984, or (B) such Whitman Employee&#8217;s Plan<br \/>\n         Entry Date for purposes of the Whitman Packaging Corporation Money<br \/>\n         Purchase Plan.<\/p>\n<p>              F. VESTING<\/p>\n<p>                  (i) In determining the extent to which any Whitman Employee is<br \/>\n         vested in his Retirement Account pursuant to the provisions of Section<br \/>\n         8 of the Plan, there shall be taken into account all periods of such<br \/>\n         person&#8217;s employment with Whitman which are otherwise taken into account<br \/>\n         with respect to such employee pursuant to the provisions of Section 1.4<br \/>\n         of this Appendix E.<\/p>\n<p>                                     E-3<\/p>\n<p>                                   APPENDIX F<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                   EMPLOYEES OF WHITMAN PACKAGING CORPORATION<br \/>\n                     WHO OTHERWISE BECOME ELIGIBLE EMPLOYEES<br \/>\n                            PRIOR TO JANUARY 1, 1992<\/p>\n<p>                  SECTION 1.1 SCOPE<\/p>\n<p>         The provisions of this Appendix F shall apply with respect to each<br \/>\nperson who, prior to January 1, 1992, (a) became an employee of Whitman<br \/>\nPackaging Corporation and (b) thereafter terminated such employment and<br \/>\nimmediately thereupon transferred to, and became an employee of an entity which<br \/>\nwas then an Employer under the Plan as then in effect (a &#8220;Transferred Whitman<br \/>\nEmployee&#8221;). The provisions of this Appendix F shall apply notwithstanding any<br \/>\ncontrary provisions of the Plan, of which this Appendix is a part.<\/p>\n<p>         Except to the extent expressly provided to the contrary herein, all<br \/>\ndefined terms shall have the same meanings as provided under the Plan. Each<br \/>\nreference to the Plan shall (except with reference to the first sentence of the<br \/>\npreceding paragraph) be to either the Plan as in effect on January 1, 1991 or<br \/>\nthe Plan as amended and restated generally effective as of January 1, 1993 or<br \/>\nJanuary 1, 1997, as the context shall require.<\/p>\n<p>         The provisions of this Appendix F shall not apply with respect to (a)<br \/>\nany person subject to the provisions of Appendix E or (b) any person who first<br \/>\nbecomes an employee of Whitman Packaging Corporation (&#8220;Whitman&#8221;) on or after<br \/>\nJanuary 1, 1992.<\/p>\n<p>                   SECTION 1.2 CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>         In determining the amount to be credited to the Retirement Account of a<br \/>\nTransferred Whitman Employee for the Plan Year commencing January 1, 1992 and<br \/>\nfor each subsequent Plan Year (but not for any prior Plan Year) pursuant to the<br \/>\nprovisions of Section 5 of the Plan, but only in the case of such a person who<br \/>\nis otherwise entitled to have an amount so credited for such Plan Year, there<br \/>\nshall be taken into account all periods of such person&#8217;s employment with Whitman<br \/>\non or after January 1, 1984 which would otherwise have been taken into account<br \/>\nfor such purpose had Whitman otherwise been an Employer throughout such person&#8217;s<br \/>\nentire such period of employment; provided, however, that there shall be taken<br \/>\ninto account for this purpose with respect to any Transferred Whitman Employee<br \/>\n(i) who transferred from a non-exempt position to an exempt position with<br \/>\nWhitman prior to becoming a Transferred Whitman Employee, all periods of<br \/>\nemployment beginning with the date on which such Transferred Whitman Employee<br \/>\nfirst became a regular, full-time employee of Whitman; (ii) who was in a<br \/>\nnon-exempt position with Whitman prior to becoming a Transferred Whitman<br \/>\nEmployee, all periods of employment beginning on the later of (iii) January 1,<br \/>\n1984, or (iv) such Transferred Whitman Employee&#8217;s Plan Entry Date for purposes<br \/>\nof the Whitman Packaging Corporation Money Purchase Plan.<\/p>\n<p>                                     F-1<\/p>\n<p>                  SECTION 1.3 VESTING<\/p>\n<p>         In determining the extent to which any Transferred Whitman Employee is,<br \/>\nfor the Plan Year commencing January 1, 1992 and each subsequent Plan Year,<br \/>\nvested in his Retirement Account pursuant to the provisions of Section 8 of the<br \/>\nPlan, there shall be taken into account all periods of such person&#8217;s employment<br \/>\nwith Whitman which are otherwise taken into account with respect to such<br \/>\nemployee pursuant to the provisions of Section 1.2 of this Appendix F.<\/p>\n<p>         In determining the extent to which any Transferred Whitman Employee is,<br \/>\nfor any Plan Year beginning prior to January 1, 1992, vested in such<br \/>\naforementioned Account, such person&#8217;s prior employment with Whitman shall be<br \/>\ntaken into account only to the extent required under the provisions of Section<br \/>\n411 of the Code.<\/p>\n<p>                                     F-2<\/p>\n<p>                                   APPENDIX G<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                EMPLOYEES OF NORTHTEC INC. WHO DID NOT OTHERWISE<br \/>\n               BECOME ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992<\/p>\n<p>                  SECTION 1.1 SCOPE<\/p>\n<p>         The provisions of this Appendix G shall apply with respect to each<br \/>\nperson who first became an employee of Northtec Inc. prior to January 1, 1992 at<br \/>\neither its Trevose, Pa. or Bristol, Pa. locations; other than any such person<br \/>\nwho, prior to that date, terminated such employment and immediately thereupon<br \/>\ntransferred to, and became an employee of, an entity which was then an Employer<br \/>\nunder the Plan as then in effect (a &#8220;Northtec Employee&#8221;). The provisions of this<br \/>\nAppendix G shall apply notwithstanding any contrary provisions of the Plan, of<br \/>\nwhich this Appendix is a part.<\/p>\n<p>         Except to the extent expressly provided to the contrary herein, all<br \/>\ndefined terms shall have the same meanings as provided under the Plan. Each<br \/>\nreference to the Plan shall (except with reference to the first sentence of the<br \/>\npreceding paragraph) be to either the Plan as in effect on January 1, 1991 or<br \/>\nthe Plan as amended and restated generally effective as of January 1, 1993 or<br \/>\nJanuary 1, 1997, as the context shall require.<\/p>\n<p>         The provisions of this Appendix G shall not apply with respect to (a)<br \/>\nany person described in Appendix H or (b) any person who first becomes an<br \/>\nemployee of Northtec Inc. (&#8220;Northtec&#8221;) on or after January 1, 1992.<\/p>\n<p>                  SECTION 1.2 COMMENCEMENT OF STATUS AS A<br \/>\n                           PARTICIPATING EMPLOYER<\/p>\n<p>         Northtec shall become an Employer under the Plan on January 1, 1992.<\/p>\n<p>                  SECTION 1.3 COMMENCEMENT OF PLAN PARTICIPATION<br \/>\n                                    BY NORTHTEC EMPLOYEES<\/p>\n<p>               A. No Northtec Employee shall be permitted to become a<br \/>\nParticipant prior to January 1, 1992. The first date on or after January 1, 1992<br \/>\non which any such person may become a Participant shall be governed by the<br \/>\notherwise applicable provisions of Section 2 of the 1992 Plan.<\/p>\n<p>               B. In applying the terms of the participation eligibility<br \/>\nprovision referred to in subsection (a) of this Section 1.3 in the case of any<br \/>\nNorthtec Employee employed at the Trevose, Pa. location prior to January 1,<br \/>\n1992, there shall be taken into account all of such employee&#8217;s period of<br \/>\nemployment with Northtec on or after July 17, 1989, but only to the extent that<br \/>\nany such period of employment would have been taken into account had Northtec<br \/>\notherwise been an Employer throughout such person&#8217;s entire such period of<br \/>\nemployment.<\/p>\n<p>                                     G-1<\/p>\n<p>               C. In applying the terms of the participation eligibility<br \/>\nprovision referred to in Section 1.3 in the case of any Northtec Employee<br \/>\nemployed at the Bristol, Pa. location prior to January 1, 1992, there shall be<br \/>\ntaken into account all of such employee&#8217;s period of employment with Northtec<br \/>\n(including, for such purpose, all periods of employment on and after November 1,<br \/>\n1987, with Powder Masters, which formerly operated such location), but only to<br \/>\nthe extent that any such period of employment would have been taken into account<br \/>\nhad Northtec (or Powder Masters, as the case may be) otherwise been an Employer<br \/>\nthroughout such person&#8217;s entire such period of employment.<\/p>\n<p>         SECTION 1.4 CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>                  B. In determining the amount to be credited to the Retirement<br \/>\nAccount of a Northtec Employee who becomes a Participant pursuant to the<br \/>\nprovisions of Section 5 of the Plan, on behalf of any Northtec Employee employed<br \/>\nat the Trevose, Pa. location prior to January 1, 1992, who otherwise becomes a<br \/>\nParticipant, there shall be taken into account all periods of such person&#8217;s<br \/>\nemployment with Northtec on or after July 17, 1989 which would otherwise have<br \/>\nbeen taken into account for such purpose had Northtec otherwise been an Employer<br \/>\nthroughout such person&#8217;s entire such period of employment.<\/p>\n<p>                  C. In determining the amount to be credited to the Retirement<br \/>\nAccount of a Northtec Employee who becomes a Participant pursuant to the<br \/>\nprovisions of Section 5 of the Plan, on behalf of any Northtec Employee employed<br \/>\nat the Bristol, Pa. location prior to January 1, 1992, who otherwise becomes a<br \/>\nParticipant, there shall be taken into account all periods of such person&#8217;s<br \/>\nemployment with Northtec (including, for such purpose, all periods of employment<br \/>\non and after November 1, 1987, with Powder Masters) which would otherwise have<br \/>\nbeen taken into account for such purpose had Northtec (or Powder Masters, as the<br \/>\ncase may be) otherwise been an Employer throughout such person&#8217;s entire such<br \/>\nperiod of employment.<\/p>\n<p>                  D. In addition to the credits referred to in subsections (b)<br \/>\nand (c) of this Section 1.4, each Northtec Employee who becomes a Participant on<br \/>\nJanuary 1, 1992 shall, as of such date, be credited with $400 for each full<br \/>\ncalendar year of employment prior to January 1, 1992, but with such calendar<br \/>\nyears being limited to the period otherwise taken into account under the<br \/>\nforegoing provisions of this Section 1.4.<\/p>\n<p>         SECTION 1.1 VESTING<\/p>\n<p>         In determining the extent to which any Northtec Employee is vested in<br \/>\nhis Account pursuant to the provisions of Section 8 of the Plan, there shall be<br \/>\ntaken into account all periods of such person&#8217;s employment with Northtec which<br \/>\nare otherwise taken into account with respect to such employee pursuant to the<br \/>\nprovisions of Section 1.4 of this Appendix G.<\/p>\n<p>                                     G-2<\/p>\n<p>         SECTION 1.2 TRANSFER BETWEEN LOCATIONS<\/p>\n<p>In the case of any Northtec Employee who, prior to January 1, 1992 had been<br \/>\nemployed at both the Trevose, Pa. location and the Bristol, Pa. location, the<br \/>\nprovisions of this Appendix G shall, notwithstanding any other provision of this<br \/>\nAppendix G to the contrary, be applied as if such person had, throughout the<br \/>\nentire period prior to January 1, 1992, remained employed at whichever of such<br \/>\ntwo locations such Northtec Employee was first employed.<\/p>\n<p>                                     G-3<\/p>\n<p>                                   APPENDIX H<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                 EMPLOYEES OF NORTHTEC INC. WHO OTHERWISE BECOME<br \/>\n                   ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992<\/p>\n<p>               SECTION 1.1 SCOPE<\/p>\n<p>         The provisions of this Appendix H shall apply with respect to each<br \/>\nperson who, prior to January 1, 1992, (a) became an employee of Northtec Inc. at<br \/>\neither its Trevose, Pa. or Bristol, Pa. locations and (b) thereafter terminated<br \/>\nsuch employment and immediately thereupon transferred to, and became an employee<br \/>\nof an entity which was then an Employer under the Plan as then in effect (a<br \/>\n&#8220;Transferred Northtec Employee&#8221;). The provisions of this Appendix H shall apply<br \/>\nnotwithstanding any contrary provisions of the Plan, of which this Appendix is a<br \/>\npart.<\/p>\n<p>         Except to the extent expressly provided to the contrary herein, all<br \/>\ndefined terms shall have the same meanings as provided under the Plan. Each<br \/>\nreference to the Plan shall (except with reference to the first sentence of the<br \/>\npreceding paragraph) be to either the Plan as in effect on January 1, 1991 or<br \/>\nthe Plan as amended and restated generally effective as of January 1, 1993 or<br \/>\nJanuary 1, 1997, as the context shall require.<\/p>\n<p>         The provisions of this Appendix H shall not apply with respect to (a)<br \/>\nany person subject to the provisions of Appendix G or (b) any person who first<br \/>\nbecomes an employee of Northtec Inc. (&#8220;Northtec&#8221;) on or after January 1, 1992.<\/p>\n<p>          SECTION 1.2 CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>                  B. In determining the amount to be credited to the Retirement<br \/>\nAccount of a Transferred Northtec Employee, who was employed at the Trevose, Pa.<br \/>\nlocation prior to becoming a Transferred Northtec Employee, for the Plan Year<br \/>\ncommencing January 1, 1992 and for each subsequent Plan Year (but not for any<br \/>\nprior Plan Year) pursuant to the provisions of Section 5 of the Plan, but only<br \/>\nin the case of such a person who is otherwise entitled to have an amount so<br \/>\ncredited for such Plan Year, there shall be taken into account all periods of<br \/>\nsuch person&#8217;s employment with Northtec on or after July 17, 1989 which would<br \/>\notherwise have been taken into account for such purpose had Northtec otherwise<br \/>\nbeen an Employer throughout such person&#8217;s entire such period of employment.<\/p>\n<p>                  C. In determining the amount to be credited to the Retirement<br \/>\nAccount of a Transferred Northtec Employee, who was employed at the Bristol, Pa.<br \/>\nlocation prior to becoming a Transferred Northtec Employee, for the Plan Year<br \/>\ncommencing January 1, 1992 and for each subsequent Plan Year (but not for any<br \/>\nprior Plan Year) pursuant to the provisions of Section 5 of the Plan, but only<br \/>\nin the case of such a person who is otherwise entitled to have an amount so<br \/>\ncredited for such Plan Year, there shall be taken into account all periods of<br \/>\nsuch person&#8217;s employment with Northtec (including, for such purpose, all periods<br \/>\nof<\/p>\n<p>                                     H-1<\/p>\n<p>employment on and after November 1, 1987, with Powder Masters) which would<br \/>\notherwise have been taken into account for such purpose had Northtec (or Powder<br \/>\nMasters, as the case may be) otherwise been an Employer throughout such person&#8217;s<br \/>\nentire such period of employment.<\/p>\n<p>                  D. In addition to the credits referred to in subsections (b)<br \/>\nand (c) of this Section 1.2, each Transferred Northtec Employee who was<br \/>\notherwise a Participant in the Plan on January 1, 1992, shall, as of such date,<br \/>\nbe credited with the greater of (a) the balance otherwise determined under the<br \/>\nPlan as of that date, without regard to this Appendix H or (b) an amount equal<br \/>\nto the sum of $400 multiplied by the number of such person&#8217;s full calendar years<br \/>\nof employment prior to January 1, 1992. For this purpose, such calendar years of<br \/>\nemployment for any Transferred Northtec Employee shall be determined by taking<br \/>\ninto account all periods of employment otherwise taken into account with respect<br \/>\nto such person under the foregoing provisions of this Section 1.2 as well as all<br \/>\nperiods otherwise recognized under the Plan without regard to this Appendix H.<\/p>\n<p>               SECTION 1.1 VESTING<\/p>\n<p>        In determining the extent to which any Transferred Northtec Employee is,<br \/>\nfor the Plan Year commencing January 1, 1992 and each subsequent Plan Year,<br \/>\nvested in his Retirement Account pursuant to the provisions of Section 8 of the<br \/>\nPlan, there shall be taken into account all periods of such person&#8217;s employment<br \/>\nwith Northtec which are otherwise taken into account with respect to such<br \/>\nemployee pursuant to the provisions of Section 1.2 of this Appendix H.<\/p>\n<p>        In determining the extent to which any Transferred Northtec Employee is,<br \/>\nfor any Plan Year beginning prior to January 1, 1992, vested in such<br \/>\naforementioned Account, such person&#8217;s prior employment with Northtec shall be<br \/>\ntaken into account only to the extent required under the provisions of Section<br \/>\n411 of the Code.<\/p>\n<p>               SECTION 1.2 TRANSFER BETWEEN LOCATIONS<\/p>\n<p>        In the case of any Transferred Northtec Employee who, prior to so<br \/>\nbecoming a Transferred Northtec Employee, had been employed at both the Trevose,<br \/>\nPa. location and the Bristol, Pa. location, the provisions of this Appendix H<br \/>\nshall, notwithstanding any other provisions of this Appendix H to the contrary,<br \/>\nbe applied as if such person had, throughout the entire period prior to becoming<br \/>\na Transferred Northtec Employee, remained employed at whichever of such two<br \/>\nlocations such person was first employed.<\/p>\n<p>                                     H-2<\/p>\n<p>                                   APPENDIX I<\/p>\n<p>                         ADDITIONAL RETIREMENT BENEFITS<br \/>\n                         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>               SECTION 1.1 Eligibility for Additional Benefits<\/p>\n<p>        The following Participants shall receive the additional benefits<br \/>\nprovided pursuant to this Appendix I:<\/p>\n<p>        NAME                                SOCIAL SECURITY NO.<br \/>\n        &#8212;-                                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>        Acevedo, Muthmet Juarbe             582-82-5265<br \/>\n        Agosto Pagan, Francisco             582-36-3267<br \/>\n        DeJesus Moreira, Lydia              133-28-4613<br \/>\n        Del Valle, Maria T.                 113-28-4815<br \/>\n        Iglesia Anglero, Josephina          583-28-8815<br \/>\n        Morales Borrero, Alicia             582-96-0486<br \/>\n        Suris Mallo, Julieta                267-80-6680<\/p>\n<p>               SECTION 1.2 Additional Benefits<\/p>\n<p>        Each Participant described in the foregoing Section 1.1 of this Appendix<br \/>\nI shall be entitled to the following:<\/p>\n<p>                  B. The Additional Benefits shall be equal to the benefit<br \/>\ndetermined, under Section 5.5 of the Plan, by increasing the Participant&#8217;s age<br \/>\nby Five (5) years and Years of Credited Service by Five (5) years. The<br \/>\nAdditional Benefits shall be added to the regular pension benefit determined<br \/>\nunder Section 5.5 of the Plan.<\/p>\n<p>                  C. The reduction contained in Section 5.5 of the Plan, which<br \/>\napplies to the early commencement of a Participant&#8217;s benefits, shall be applied<br \/>\nafter increasing the Participant&#8217;s age by Five (5) years as provided under<br \/>\nparagraph A above.<\/p>\n<p>                  D. The Additional Benefits provided under this Appendix I<br \/>\nshall be payable in the form otherwise applicable to the Participant in<br \/>\naccordance with the generally applicable provisions of the Plan.<\/p>\n<p>                                     I-1<\/p>\n<p>                                   APPENDIX J<\/p>\n<p>                    ADDITIONAL EARLY RETIREMENT BENEFITS &#8211; II<br \/>\n                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>               1.1 Eligibility for Additional Benefits.<\/p>\n<p>               (1) Any Participant who is (i) employed by the Employer, (ii) on<br \/>\nan Approved Absence (paid or unpaid) from the Employer, (iii) on sick leave or<br \/>\nlong-term disability under the Employer&#8217;s Long-Term Disability Plan with<br \/>\ndisability payments continuing on and after January 1, 1997 or (iv) receiving<br \/>\nseverance payments from the Employer that are being paid on or after January 1,<br \/>\n1997 (such persons being hereinafter referred to as a &#8220;Covered Employee&#8221;), may<br \/>\nelect to retire on the first day of any month commencing on January 1, 1997 and<br \/>\nending on July 1, 1998 as designated by the Employer and Covered Employee in the<br \/>\n&#8220;General Release&#8221; (such designated date of retirement hereinafter referred to in<br \/>\nthis Appendix J as the &#8220;Retirement Date&#8221;).<\/p>\n<p>               Such Covered Employee shall be eligible to receive the benefit<br \/>\ndescribed in Paragraph 1.2 of this Appendix J, provided that (i) on or before<br \/>\nDecember 31, 1996, such Covered Employee shall have attained at least age 50 and<br \/>\ncompleted at least ten Years of Service or Years of Credited Service under the<br \/>\nPlan, (ii) on or before December 31, 1996, any such Covered Employee who was<br \/>\nemployed by Whitman Packaging Corporation has completed at least four Years of<br \/>\nEligibility Service under the Plan, (iii) the document entitled &#8220;Special<br \/>\nRetirement Opportunity&#8221; is signed, witnessed and dated no earlier than November<br \/>\n8, 1996 in strict accordance with the instructions contained therein, and (iv)<br \/>\nsuch Covered Employee shall have made an election to retire on such other forms<br \/>\nas the Employer may require during the period commencing at least forty-five<br \/>\ndays after such Covered Employee receives the &#8220;General Release&#8221; from the<br \/>\nEmployer but ending no later than June 4, 1998. Participants who previously<br \/>\nretired on or after January 1, 1996 and before January 1, 1997 and who were<br \/>\nemployed in the United States by the Employer shall also be eligible for the<br \/>\nbenefits described in Paragraph 1.2 of this Appendix J, provided the preceding<br \/>\nrequirements in clauses (i)-(iv) hereof are satisfied (such persons are<br \/>\nhereinafter referred to as &#8220;Retired Covered Employees&#8221;).<\/p>\n<p>               (2) Notwithstanding the provisions of paragraph 1 above, any<br \/>\nindividual who is classified by an Employer as a Corporate Department Head or<br \/>\nPresident of a division shall not be eligible for the benefit described in<br \/>\nParagraph 1.2 of this Appendix J.<\/p>\n<p>               1.2 Additional Benefits.<\/p>\n<p>               (1) Each Covered Employee who elects to retire on the Retirement<br \/>\nDate shall be entitled to his Accrued Benefit which will be calculated as if<br \/>\nsuch Covered Employee was five years older than his actual age as of December<br \/>\n31, 1996, and by increasing his Years of Service and Years of Credited Service<br \/>\nas of December 31, 1996 (the difference between the Covered Employee&#8217;s benefit<br \/>\ndetermined under this Appendix J and his benefit determined without regard to<br \/>\nthe enhancement provided under this Appendix J shall hereinafter be referred to<br \/>\nas the &#8220;Additional Benefit&#8221;).<\/p>\n<p>               (2) The reduction contained in Section 5.5 of the Plan, which<br \/>\napplies to the early commencement of a Covered Employee&#8217;s Accrued Benefit<br \/>\ndetermined under the terms of<\/p>\n<p>                                     J-1<\/p>\n<p>the Prior Plan, shall be applied after increasing the Covered Employee&#8217;s age by<br \/>\nFive (5) years as provided under Paragraph 1.2(1) above.<\/p>\n<p>               (3) If the Covered Employee elects to retire pursuant to the<br \/>\nprovisions of this Appendix J, such Covered Employee may elect at any time prior<br \/>\nto the date of commencement of his benefit to receive his benefit, calculated in<br \/>\naccordance with the provisions of the Plan and this Appendix J, in the forms of<br \/>\npayment applicable to the Covered Employee in accordance with the provisions of<br \/>\nSection 9 of the Plan.<\/p>\n<p>               (4) All Retired Covered Employees who (i) retired on or after<br \/>\nJanuary 1, 1996 and prior to January 1, 1997 and (ii) are receiving retirement<br \/>\nbenefits under the Plan prior to January 1, 1997 shall have the amount of their<br \/>\nretirement benefits recomputed under this Appendix J (taking into the account<br \/>\nthe provisions of paragraphs (1) and (2) hereof) from the date of their previous<br \/>\nretirement and paid in accordance with the form of benefit previously elected<br \/>\nunder Section 9 of the Plan. No changes to the form of benefit previously<br \/>\nelected shall be permitted. In no event shall Additional Benefits be paid to<br \/>\nParticipants who retired before January 1, 1996.<\/p>\n<p>               (5) If a Covered Employee or Retired Covered Employee elects to<br \/>\nreceive the Additional Benefits provided under this Appendix J to the Plan, such<br \/>\nCovered Employee&#8217;s or Retired Covered Employee&#8217;s retirement benefits shall be<br \/>\npayable with respect to or commencing on the first month following the month in<br \/>\nwhich the Retirement Date occurs.<\/p>\n<p>               1.3 Defined Terms.<\/p>\n<p>        Except to the extent set forth above, the provisions of this Appendix J<br \/>\nare subject to the terms and conditions of the Plan and defined terms used in<br \/>\nthis Appendix J shall have the same meaning as used in the Plan.<\/p>\n<p>                                     J-2<\/p>\n<p>                                   APPENDIX K<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                      EMPLOYEES OF BOBBI BROWN PROFESSIONAL<br \/>\n                      COSMETICS, INC. WHO DID NOT OTHERWISE<br \/>\n                            BECOME ELIGIBLE EMPLOYEES<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>               SECTION 1.1 SCOPE<\/p>\n<p>     The provisions of this Appendix K shall apply notwithstanding any contrary<br \/>\nprovisions of the Plan, of which this Appendix is a part.<\/p>\n<p>     Except to the extent expressly provided to the contrary herein, all defined<br \/>\nterms shall have the same meanings as provided under the Plan. Each reference to<br \/>\nthe Plan shall (except with reference to the first sentence of the preceding<br \/>\nparagraph) be the Plan as amended and restated generally effective as of January<br \/>\n1, 1993 or January 1, 1997, as the context shall require.<\/p>\n<p>               SECTION 1.2 COMMENCEMENT OF STATUS AS A<br \/>\n        PARTICIPATING EMPLOYER<\/p>\n<p>     Bobbi Brown Professional Cosmetics, Inc. (&#8220;Bobbi Brown&#8221;) shall become an<br \/>\nEmployer under the Plan on January 1, 1996.<\/p>\n<p>          SECTION 1.3 COMMENCEMENT OF PLAN PARTICIPATION<br \/>\n                BY BOBBI BROWN EMPLOYEES<\/p>\n<p>     No Bobbi Brown employee shall be permitted to become a Participant prior to<br \/>\nJanuary 1, 1996. Each person who (i) is employed by Bobbi Brown on January 1,<br \/>\n1996 and (ii) is otherwise an Employee on that date shall become a Participant<br \/>\non January 1, 1996. (Each person who so becomes a Participant on that date is<br \/>\nhereafter referred to as a &#8220;Bobbi Brown Employee&#8221;.)<\/p>\n<p>SECTION 1.4    CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>     In determining the amount to be credited to the Retirement Account of a<br \/>\nBobbi Brown Employee who becomes a Participant, pursuant to the provisions of<br \/>\nSection 5 of the Plan, such person&#8217;s Years of Service, for such purpose, shall<br \/>\nbe determined based upon the date that such person would otherwise have, without<br \/>\nregard to this Appendix K, first become a Participant had Bobbi Brown been an<br \/>\nEmployer throughout such person&#8217;s entire period of employment with Bobbi Brown.<\/p>\n<p>SECTION 1.5    VESTING<\/p>\n<p>                                     K-1<\/p>\n<p>     In determining the extent to which any Bobbi Brown Employee is vested in<br \/>\nhis Retirement Account pursuant to the provisions of Section 8 of the Plan, such<br \/>\nperson&#8217;s Years of Service, for such purpose, shall be determined by taking into<br \/>\naccount all periods of such person&#8217;s employment with Bobbi Brown which would<br \/>\notherwise have been taken into account for such purpose had Bobbi Brown<br \/>\notherwise been an Employer throughout such person&#8217;s entire period of employment<br \/>\nwith Bobbi Brown.<\/p>\n<p>                                     K-2<\/p>\n<p>                                   APPENDIX L<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                   ESTEE LAUDER EMPLOYEES WHO WERE PREVIOUSLY<br \/>\n                       EMPLOYED BY THE DONNA KARAN COMPANY<br \/>\n                              WHO DID NOT OTHERWISE<br \/>\n                            BECOME ELIGIBLE EMPLOYEES<\/p>\n<p>                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>          SECTION 1.1 SCOPE<\/p>\n<p>     The provisions of this Appendix L shall apply with respect to each person<br \/>\nwho was an employee of The Donna Karan Company (&#8220;DK&#8221;) immediately prior to<br \/>\nNovember 10, 1997 and becomes an Employee prior to December 31, 1998 (a &#8220;DK<br \/>\nEmployee&#8221;). The provisions of this Appendix L shall apply notwithstanding any<br \/>\ncontrary provisions of the Plan, of which this Appendix is a part.<\/p>\n<p>     Except to the extent expressly provided to the contrary herein, all defined<br \/>\nterms shall have the same meanings as provided under the Plan. Each reference to<br \/>\nthe Plan shall be the Plan as amended and restated generally effective as of<br \/>\nJanuary 1, 1997.<\/p>\n<p>          SECTION 1.2 COMMENCEMENT OF PLAN PARTICIPATION<br \/>\n               BY DK EMPLOYEES<\/p>\n<p>     No DK Employee shall be permitted to become a Participant prior to November<br \/>\n10, 1997. The first date on or after November 10, 1997 on which any such person<br \/>\nmay become a Participant shall be governed by the otherwise applicable<br \/>\nprovisions of Section 3 of the Plan. In applying the terms of such participation<br \/>\neligibility provision, there shall be taken into account all of such DK<br \/>\nEmployee&#8217;s period of employment with DK, but only to the extent that any such<br \/>\nperiod of employment would have been taken into account had DK otherwise been an<br \/>\nEmployer throughout such person&#8217;s entire period of employment with DK.<\/p>\n<p>          SECTION 1.3 CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>     In determining the amount to be credited to the Retirement Account of a DK<br \/>\nEmployee who becomes a Participant pursuant to the provisions of Section 5 of<br \/>\nthe Plan, there shall be taken into account all periods of such person&#8217;s<br \/>\nemployment with DK which would otherwise have been taken into account for such<br \/>\npurpose had DK otherwise been an Employer throughout such person&#8217;s entire such<br \/>\nperiod of employment.<\/p>\n<p>                                     L-1<\/p>\n<p>          SECTION 1.4 VESTING<\/p>\n<p>     In determining the extent to which any DK Employee is vested in his<br \/>\nRetirement Account pursuant to the provisions of Section 8 of the Plan, there<br \/>\nshall be taken into account all periods of such person&#8217;s employment with DK<br \/>\nwhich are otherwise taken into account with respect to such employee pursuant to<br \/>\nthe provisions of Section 1.4 of this Appendix L.<\/p>\n<p>                                     L-2<\/p>\n<p>                                   APPENDIX M<\/p>\n<p>                          SPECIAL PROVISIONS GOVERNING<br \/>\n                          CERTAIN TRANSFERRED EMPLOYEES<\/p>\n<p>                  SECTION 1.1 SCOPE<\/p>\n<p>         The provisions of this Appendix M shall apply with respect to each<br \/>\nperson (i) who was an employee of one of the companies listed below on or after<br \/>\nthe date specified below for such company, and (ii) whose employment is<br \/>\nsubsequently transferred from such company to an Employer (each a &#8220;Transferred<br \/>\nEmployee&#8221;):<\/p>\n<p>        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n        Company                                       Date<br \/>\n        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n        Make-Up Art Cosmetics Inc.                    December 28, 1994<\/p>\n<p>        Make-Up Art Cosmetics (U.S.) Inc.<\/p>\n<p>        FFJD, Inc.<br \/>\n        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n        Sassaby Cosmetics, Inc.                       October 31, 1997<br \/>\n        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n        Aveda Corporation                             December 1, 1997<\/p>\n<p>        Aveda Services Inc.<br \/>\n        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>The provisions of this Appendix M shall apply notwithstanding any contrary<br \/>\nprovisions of the Plan, of which this Appendix is a part.<\/p>\n<p>         Except to the extent expressly provided to the contrary herein, all<br \/>\ndefined terms shall have the same meanings as provided under the Plan. Each<br \/>\nreference to the Plan shall be the Plan as amended and restated generally<br \/>\neffective as of January 1, 1999.<\/p>\n<p>                  SECTION 1.2 COMMENCEMENT OF PLAN PARTICIPATION BY TRANSFERRED<br \/>\n                              EMPLOYEES<\/p>\n<p>         The first date on which any Transferred Employee may become a<br \/>\nParticipant shall be governed by the otherwise applicable provisions of Section<br \/>\n3 of the Plan. In applying the terms of such participation eligibility<br \/>\nprovision, there shall be taken into account all of such Transferred Employee&#8217;s<br \/>\nperiod of employment with his prior employer listed in Section 1.1 of this<br \/>\nAppendix M (including any corporate predecessor thereof), but only to the extent<br \/>\nthat any such period of employment would have been taken into account had such<br \/>\nprior employer otherwise been an Employer throughout such person&#8217;s entire period<br \/>\nof employment.<\/p>\n<p>                  SECTION 1.3 CREDITS TO RETIREMENT ACCOUNTS<\/p>\n<p>         In determining the amount to be credited to the Retirement Account of a<br \/>\nTransferred Employee who becomes a Participant pursuant to the provisions of<br \/>\nSection 5 of the Plan, there shall be taken into account all periods of such<br \/>\nperson&#8217;s employment with his prior employer listed in Section 1.1 of this<br \/>\nAppendix M (including any corporate predecessor thereof) which would otherwise<br \/>\nhave been taken into account for such purpose had such prior employer otherwise<br \/>\nbeen an Employer throughout such person&#8217;s entire period of employment.<\/p>\n<p>                                     M-1<\/p>\n<p>                  SECTION 1.4 VESTING<\/p>\n<p>         In determining the extent to which any Transferred Employee is vested<br \/>\nin his Retirement Account pursuant to the provisions of Section 8 of the Plan,<br \/>\nthere shall be taken into account all periods of such person&#8217;s employment with<br \/>\nhis prior employer listed in Section 1.1 of this Appendix M (including any<br \/>\ncorporate predecessor thereof) which would otherwise have been taken into<br \/>\naccount for such purpose had such prior employer otherwise been an Employer<br \/>\nthroughout such person&#8217;s entire period of employment.<\/p>\n<p>                                     M-2<\/p>\n<p>        IN WITNESS WHEREOF, the undersigned, being duly authorized by the<br \/>\nBenefits Committee, has caused this amended restated Plan to be executed this<br \/>\n14 day of July, 1999.<br \/>\n                                            ESTEE LAUDER INC.<\/p>\n<p>                                            By: \/s\/ Andrew J. Cavanaugh<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                            Name:  Andrew J. Cavanaugh<br \/>\n                                            Title: Senior Vice President&#8211;<br \/>\n                                                   Corporate Human Resources<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7474],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9550],"class_list":["post-40395","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-estee-lauder-cos-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40395","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40395"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40395"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40395"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40395"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}