Common use of Defined Benefit Plans Clause in Contracts

Defined Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

Defined Benefit Plans. (a) Seller shall provide any Transferred Employee who participates in the FMC Corporation Employees’ Retirement Program – Part I – Salaried and Nonunion Hourly Employees Retirement Plan (the “Seller Non-Union DB Plan”), who has reached at least the age of 50 and has at least 10 years of service as of the Closing Date, and who remains employed by Purchaser following the Closing until at least age 55 with the early retirement subsidy under the Seller Non-Union DB Plan that such Transferred Employee would have been entitled to had he or she remained employed by Seller until at least age 55. (b) For all Business Employees who participate in the FMC Corporation Employees’ Retirement Program – Part II – Union Hourly Employees Retirement Plan (the “Seller Union DB Plan”), service with Purchaser shall be counted for purposes of vesting in the accrued, frozen benefit under the Seller Union DB Plan. (c) Effective as of the Closing Date, Purchaser shall adopt a defined benefit pension plan effective as of the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan Closing Date (the “Pension Purchaser DB Plan”) and a related funding arrangement which is intended to be qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Code. The Purchaser DB Plan shall be established as a mirror plan to the Seller Union DB Plan and shall comply with all requirements under the CBA previously established between Seller and the United Steelworkers of America, Local No. 13214 (including the Memorandum of Agreement Collective Bargaining Agreement Extension dated October 23, 2014). The Purchaser will cause the Purchaser DB Plan to expressly provide that any Transferred Employees (who are covered by the CBA and who were participants in the Seller Union DB Plan immediately prior to the Closing) will become participants (“Transferred Union DB Plan Participants”) in the Purchaser DB Plan as of the Closing Date, and that all Transferred Union DB Plan Participants will have their service which is recognized under the Seller Union DB Plan for purposes of eligibility, vesting, benefit accrual, determination of eligibility for early retirement and other subsidized benefits and all other purposes taken all into account under the Purchaser DB Plan for similar purposes. (d) The accrued benefit of each Transferred Union DB Plan Participant under the Purchaser DB Plan as of the Closing Date (taking into account service as described in Section 6.8(b) above but not taking into account the benefit offset described in the last sentence of this Section 6.8(d)) will be at least as great as the accrued benefit of such action Transferred Union DB Plan Participant under the Seller Union DB Plan immediately prior to the Closing Date as may Date. The accrued benefit of each Transferred Union DB Plan Participant under the Purchaser DB Plan shall be required to achieve this result. reduced by the accrued benefit of such person under the Seller DB Plan. (e) Effective as of the Closing Date, Seller shall cause the Seller DB Plan to be amended to provide that (i) the accrued benefit thereunder of each Transferred Union DB Plan Participant shall be frozen as of the Closing Date, and shall not be adjusted following the Closing Date on account of service with the Purchaser, increases in the monthly pension benefit rate multiplier following the Closing, or any other reason, and (ii) service with the Purchaser will establish following the Closing shall continue to be counted thereunder solely for purposes of vesting of the accrued benefit earned under the Seller DB Plan. Upon Seller’s written request, Purchaser promptly shall confirm any Transferred Employee’s years of service with Purchaser and its Affiliates. (f) Purchaser shall timely submit the Purchaser DB Plan to the Internal Revenue Service for a replacement defined benefit pension plan (determination that the “New Defined Benefit Plan”Purchaser DB Plan and its related trust are qualified and tax-exempt under Sections 401(a) intended and 501(a), respectively, of the Code. Seller shall take such actions as may be necessary to cause the Seller DB Plan and its related trust to continue to be qualified and tax-exempt under Section Sections 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Planrespectively. (bg) As soon as practicable following Purchaser and Seller shall cooperate in making such filings with the date Internal Revenue Service, the Pension Benefit Guaranty Corporation and any other governmental authority which is required to implement the provisions of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance Section 6.8 or otherwise comply with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuaryapplicable law related thereto. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

Defined Benefit Plans. (a) Effective as of June 30, 1997, Next Level Communications (a member of the Closing Date, NextLevel Group) ceased to be a sponsor of the Transferred General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “"Pension Plan”"), and GS and the Seller will have taken all such action prior to members of the Closing Date as may be required to achieve this resultGS Group became the only sponsors of the Pension Plan. Effective as of the Closing DateJuly 1, the Purchaser will establish 1997, NextLevel Systems established a replacement defined benefit pension plan (the “New Defined Benefit "NextLevel Systems Pension Plan”") intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred EmployeesActive Employees and Former Employees of the NextLevel Group who were, the terms of which plan and trust will be substantially identical immediately prior to the terms of such effective date, participants in the Pension Plan. The Purchaser agrees to apply forUpon the transfer of assets contemplated in Section 3.01(c), all liabilities for benefits accrued under the Pension Plan through June 30, 1997 in respect of the Active Employees and to take all actions necessary to secure, as soon as practicable after Former Employees of the Closing Date, a determination letter NextLevel Group shall be transferred from the IRS Pension Plan to the effect that the New Defined Benefit NextLevel Systems Pension Plan. The Pension Plan is qualified under the applicable provisions shall retain all other liabilities of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Pension Plan. (b) As soon as practicable following Promptly after the date of this AgreementNextLevel Systems Distribution Date, GS shall cause the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets actuary of the Pension Plan (the “"Plan Assets Amount”Actuary") equal to allocate the assets of the Pension Plan as of June 30, 1997 between the Pension Plan and the NextLevel Systems Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(a) and shall be effected in accordance with Section 414(l) of the Code and the regulations thereunder, using for such purpose those actuarial assumptions prescribed by the Pension Benefit Guaranty Corporation for calculating unfunded benefit liabilities in connection with single employer plans terminating on June 30, 1997 (the "Assumptions"). If the fair market value of the assets of the Pension Plan as of June 30, 1997, exceeds the present value of accrued benefit liabilities calculated on a plan termination basis using the Assumptions, such excess shall be allocated between the Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of benefits the accrued benefit liabilities allocated to each such plan. The assets allocable to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 is hereinafter referred to as the Closing "Distribution Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuaryAsset Value." (c) As soon promptly as practicable practical after the Seller’s actuaries determine determination of the Plan Assets AmountDistribution Date Asset Value pursuant to Section 3.01(b), the Seller will GS shall cause the transfer trustee of an amount of cash equal to the Plan Assets Amount from the Pension Plan to transfer to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as trustee of the Closing NextLevel Systems Pension Plan the Distribution Date from Asset Value (i) increased by a proportionate share of the Closing Date to the date of transfer. Benefit payments to Transferred Employees earnings (or their beneficiariesdecreased by a proportionate share of losses) in pay status will continue to be made from of the Pension Plan following the Closing Date and from June 30, 1997 until the date of transfertransfer (the "Interim Period") and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). Any such payments, adjusted for applicable interest, will The Transferred Amount shall be deducted from transferred in cash or other property as may be agreed between the Plan Assets Amount. Following trustees of the date of transferrespective plans. (d) During the Interim Period, the Purchaser will assume Pension Plan shall make all Liabilities benefit payments that become due in respect of the Seller Active Employees and its Affiliates Former Employees of the NextLevel Group to the extent such benefits were accrued under the Pension Plan through June 30, 1997. (e) All calculations required under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary for the NextLevel Pension Plan (the "NextLevel Actuary"), for review, all calculations made pursuant to this Section 3.01, together with respect to accrued benefits all supporting documentation, work papers, census data and other information reasonably requested by the NextLevel Actuary. If the Plan Actuary and the NextLevel Actuary cannot agree on the determination of the Transferred EmployeesAmount, a third actuary, mutually agreeable to GS and NextLevel Systems, shall be appointed, whose determination of the Transferred Amount shall be binding on all parties; provided, however, that the amount determined by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferNextLevel Actuary.

Defined Benefit Plans. (a) Effective as Seller shall cause Seller's actuary for each of the Closing DateUnited Dominion Industries, the Transferred Employees will no longer participate in the Chemtura Corporation Inc. Retirement Plan (the “Pension Plan”), and the United Dominion Industries, Inc. Master Pension Plan for Hourly Employees (each a "Seller will have taken all such action prior DB Plan") to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and determine in accordance with the requirements provisions of ERISA and Section 414(1414(l) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to Code the present value of the accrued benefits accrued to the Closing Date for of all Transferred Employees, determined as if the Transferred Employees terminated employment with the under each Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service DB Plan as of the Closing Date. The Plan Assets Amount that will be transferred to For purposes of determining such amount, Seller's actuary shall use the New Defined Benefit Plan will be actuarial assumptions used by the amount which would be allocated to Transferred Employees if the Pension Plan were terminated PBGC as of the Closing Date for determining the present value of accrued benefits on a plan termination basis. Seller's actuary shall allocate the assets of each Seller DB Plan between the accrued benefits of the Transferred Employees and assets were allocated to the benefits of the remaining plan participants using the asset allocation methodology provided for in accordance with Section 4044 of ERISA using ERISA. The assets of each Seller DB Plan allocable to the assumptions and methodology accrued benefits of the PBGC for plan terminations Transferred Employees pursuant to such procedures as of the Closing Date and such other reasonable assumptions not specified by is hereinafter referred to as the PBGC and determined by Seller’s actuary. (c"Closing Date 414(l) As soon as practicable after the Seller’s actuaries determine the Plan Assets Transfer Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets ". The Closing Date 414(l) Transfer Amount from the Pension Plan to the New Defined Benefit Plan, together shall be increased with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit the transfer of assets to Purchaser's defined benefit plans as provided in Section 9.5(e) (the "Transfer Date") using the PBGC interest rate applicable to the first 25 years that was used to determine the present value of accrued benefits and reduced by the amount of all benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following between the Closing Date and until the Transfer Date attributable to the Transferred Employees with interest on such benefit payment amounts from the date of transferpayment to the Transfer Date using the same PBGC interest rate (the resulting amount being hereinafter referred to as the "Transfer Date 414(l) Transfer Amount"). Any Seller shall cause each Seller DB Plan to transfer the Transfer Date 414(l) Transfer Amount on the Transfer Date to the appropriate defined benefit plan designated by Purchaser as provided in Section 9.5(e). All calculations by Seller's actuary pursuant to this Section 9.5(a) shall be subject to review by Purchaser's actuary. In the event of any dispute between Seller's actuary and Purchaser's actuary regarding the calculations pursuant to this Section 9.5(a) which cannot be resolved after good faith efforts, Seller and Purchaser shall jointly appoint and pay for another actuary to review the calculations in dispute to determine the appropriate amounts, which determination shall be binding on Seller and Purchaser. (b) Seller also shall cause Seller's actuary for each Seller DB Plan to determine the "accumulated benefit obligation" of all Transferred Employees under each Seller DB Plan as of the Closing Date. For purposes of determining such paymentsamount, adjusted for applicable interest, will Seller's actuary shall use the actuarial assumptions shown on SCHEDULE 9.5(B). The "accumulated benefit obligation" of the Transferred Employees as of the Closing Date determined pursuant to such procedures is hereinafter referred to as the "Closing Date ABO Transfer Amount". The Closing Date ABO Transfer Amount shall be deducted increased with interest from the Plan Assets Amount. Following Closing Date to the Transfer Date using the interest rate that was used to determine the accumulated benefit obligation and reduced by the amount of all benefit payments between the Closing Date 38 and the Transfer Date attributable to the Transferred Employees with interest on such benefit payment amounts from the date of transferpayment to the Transfer Date using the same interest rate (the resulting amount being hereinafter referred to as the "Transfer Date ABO Transfer Amount"). All calculations by Seller's actuary pursuant to this Section 9.5(b) shall be subject to review by Purchaser's actuary. In the event of any dispute between Seller's actuary and Purchaser's actuary regarding the calculations pursuant to this Section 9.5(b) which cannot be resolved after good faith efforts, Seller and Purchaser shall jointly appoint and pay for another actuary to review the Purchaser will assume calculations in dispute to determine the appropriate amounts, which determination shall be binding on Seller and Purchaser. (c) To the extent the aggregate Transfer Date 414(l) Transfer Amounts for all Liabilities Seller DB Plans determined under Section 9.5(a) is less than the aggregate Transfer Date ABO Transfer Amounts for all Seller DB Plans determined under section 9.5(b), then there shall be a dollar for dollar reduction in the Purchase Price provided for in Section 3.2 to the extent of such difference. Conversely, to the extent the aggregate Transfer Date 414(l) Transfer Amounts for all Seller DB Plans determined under Section 9.5(a) exceeds the aggregate Transfer Date ABO Transfer Amounts for all Seller DB Plans determined under Section 9.5(b), then there shall be a dollar for dollar increase in the purchase price provided for in Section 3.2 to the extent of such difference. (d) With respect to any Active Employee who is on short-term disability leave, authorized leave of absence, military service leave or lay-off with recall rights as of the Closing Date and who, subsequent to the Closing Date, becomes a Transferred Employee, Seller agrees to transfer the assets and liabilities under the applicable Seller DB Plan to the designated Purchaser DB Plan. Such asset and liability transfer shall be made as of December 31 of the calendar year in which such employee became a Transferred Employee and shall be determined in accordance with the de minimis rule of Treasury Regulation 1.414(l)-l(n)(2). Seller shall cause such calculations to be performed by Seller's actuary based on an interest rate to be agreed to by Seller's actuary and Purchaser's actuary. All other actuarial assumptions shall be as shown on Schedule 9.5(b). All calculations by Seller's actuary pursuant to this Section 9.5(d) shall be subject to review by Purchaser's actuary. In the event of any dispute between Seller's actuary and Purchaser's actuary regarding the calculations pursuant to this Section 9.5(b) which cannot be resolved after good faith efforts, Seller and its Affiliates under Purchaser shall jointly appoint and pay for another actuary to review the Pension Plan with respect calculations in dispute to accrued benefits of determine the Transferred Employeesappropriate amounts, and the which determination shall be binding on Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferPurchaser.

Defined Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred EmployeesEmployees who were participants in the Pension Plan, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets AmountAmount ”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

Defined Benefit Plans. (a) Effective as of the --------------------- Closing Date, the Transferred Employees will shall no longer participate in the Chemtura Corporation Retirement Sandoz Agro, Inc. Pension Plan (the “"Pension Plan”"), and the Seller will shall have ------------ taken all such action prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will shall establish a replacement defined benefit pension plan (the “"New Defined Benefit Plan”") ------------------------ intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will shall be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will shall recognize the service of the Transferred Employees with the Seller or any of and its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreementhereof, the Seller will shall cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1414(l) of the Code, an amount of assets of the Pension Plan (the “"Plan Assets Amount”") equal to the present value ------------------ arithmetic average of benefits accrued to (x) the Closing Date for all Transferred Employees, determined ABO Amount (as if defined below) and (y) the Transferred Employees terminated employment with the Seller PBO Amount (as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of defined below). Not later than 90 days after the Closing Date. The , the Seller shall cause its actuary to deliver to the Purchaser's actuary a written report, with the necessary supporting data, setting forth the calculations by the Seller's actuary of the Plan Assets Amount that will be transferred and a determination as to the New Defined Benefit Plan will be the whether such amount which would be allocated to Transferred Employees if the Pension Plan were terminated as complies with Section 414(l) of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using Code. The Purchaser's actuary shall have 30 days after the assumptions and methodology receipt of the PBGC for plan terminations as Sellers' actuary's report in which to dispute the results of the Closing Date and such other reasonable assumptions not specified calculation of the Plan Assets Amount by the PBGC Seller's actuary and determined by Seller’s actuary. (c) As soon as practicable after notify the Seller’s actuaries determine 's actuary of the reason for such dispute. If the Purchaser's actuary does not respond within 30 days, the Plan Assets Amount as calculated by the Seller's actuary shall be final, binding and conclusive on the parties hereto. If the Purchaser's actuary notifies the Seller's actuary that he does not agree with the Seller's actuary's calculation of the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume shall use all Liabilities of the Seller and its Affiliates under the Pension Plan reasonable efforts to cause their respective actuaries to negotiate with each other in good faith with a view to agreeing with respect to accrued benefits those amounts. If the actuaries fail to agree within 30 days of the Transferred EmployeesPurchaser's actuary's notice to the Seller's actuary, and the matter may, at the option of either the Seller or the Purchaser, be referred to a third actuary appointed by agreement of the Purchaser's and its Affiliates will have no further Liability to Seller's actuaries. The decision of such third actuary shall, save in the Purchaser or any Transferred Employees with respect thereto following event of manifest error, be final and binding on the date of transferparties and his costs shall be paid as he directs.

Defined Benefit Plans. Seller shall cause each Transferred --------------------- Employee to become fully vested in his accrued benefit under any tax-qualified defined benefit pension plan maintained by Seller (aa "Seller Pension Plan") Effective in ------------------- which such Transferred Employee participates as of the Closing. Seller will amend each Seller Pension Plan to provide for the continuing eligibility for early retirement of each Transferred Employee who does not, as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”)qualify for an early retirement benefit thereunder, and for this purpose shall treat service with the Seller Company as service with Seller. If any such Transferred Employee remains employed by the Company until he qualifies for early retirement, then such plans will have taken all treat such action Transferred Employee as having elected early retirement when he retires from the Company. Such early retirement benefit shall be based solely upon service and compensation earned prior to the Closing Date Closing. The Company will provide Seller with as may be required much notice as possible of the retirement of any such Transferred Employee. Seller shall calculate the difference between the lump sum benefit payable to achieve this resultsuch Transferred Employee as an early retiree and the lump sum benefit payable to such Transferred Employee as a deferred vested benefit on the date of retirement from the Company and under the provisions of the applicable Seller Pension Plan, determined in the same manner that such plan calculates lump sum benefits at the time such Transferred Employee shall retire. Effective The Company shall pay Seller such difference within 60 days of such transferred Employee's retirement. In addition, should the Company institute any reduction in force, early retirement window program or otherwise provide any financial inducement that results in the termination of employment of any Transferred Employee who, as of the Closing DateClosing, qualifies for an early retirement benefit under a Seller Pension Plan, Buyer shall cause the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended Company to be qualified under Section 401(a) of the Code, and a related trust intended promptly pay to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical Seller an amount equal to the terms incremental cost of providing such early retirement benefit. Such cost shall be determined by an enrolled actuary engaged by Seller based on the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions excess of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of such subsidized early retirement benefits accrued to the Closing Date for all such Transferred Employees, Employees over the present value of the accrued benefits for all such Transferred Employees determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date such employees had not elected to commence retirement benefits and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the normal actuarial assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferprojected retirement dates.

Defined Benefit Plans. (a) Effective as of the Closing Date, Business Employees shall cease to accrue benefits under the Transferred Seller Pension Plan, and, thereafter, the Buyer shall enroll Acquired Employees will no longer participate in the Chemtura Corporation Retirement Plan an existing or newly created Buyer pension plan (the “"Buyer Pension Plan”"), and the Seller will have taken all such action prior . Subject to the Closing Date as may be required to achieve this result. Effective consummation of the asset transfer described in Section 10.3 below: (i) effective as of the Closing Date, with respect to Acquired Employees and Former Business Employees, the Purchaser will establish a replacement Buyer Pension Plan shall waive any eligibility requirements for participation that were previously satisfied under the Seller Pension Plan, and, for Acquired Employees and Former Business Employees, shall recognize service that is recognized under the Seller Pension Plan for purposes of eligibility, vesting, service related level of benefits, and eligibility for early retirement subsidies; (ii) Buyer agrees to provide accrued benefits to Acquired Employees and Former Business Employees under the Buyer Pension Plan that are no less than the accrued benefits of the Acquired Employees and Former Business Employees under Seller Pension Plan as of the Closing Date; (iii) accrued benefits of Acquired Employees and Former Business Employees that are vested under Seller Pension Plan as of the Closing Date shall be nonforfeitable under the Buyer Pension Plan, (iv) Buyer shall, effective as of the Closing Date, assume all of the Liabilities of Seller, its Affiliates and the Seller Pension Plan in respect of benefits accrued by the Acquired Employees and the Former Business Employees under the Seller Pension Plan on or prior to the Closing Date (the "Pension Liability") (and, for the avoidance of doubt, cause the Buyer Pension Plan to make payments to any Acquired Employee who becomes entitled to receive payment of such accrued benefits on and after the Closing taking into account the provisions of this Section 10.3 regardless of whether assets have yet been transferred), subject to the transfer of assets from the Seller Pension Plan to the Buyer Pension Plan in accordance with the provisions of Section 10.3 below, and (v) with respect to benefits transferred from the Seller Pension Plan, the Buyer Pension Plan shall recognize the service of Acquired Employees with Buyer for the purpose of determining eligibility for early retirement benefits and calculate benefits based upon the Final Average Compensation of the Acquired Employees as defined in Buyer Pension Plan. Also, for the avoidance of doubt, from the Closing Date through the True-Up Transfer Date, in accordance with the provisions of Section 10.3 below, Seller shall continue to cause the Seller Pension Plan to make benefit payments to any Former Business Employees who is entitled to receive such payments. Nothing in this Agreement shall require Buyer to provide coverage to the Acquired Employees or the RSI Employees under any benefit formula for Buyer's defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical salaried employees in effect prior to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect date that the New Defined Benefit Plan is Acquired Employees or the RSI Employees first become eligible for Buyer's defined benefit pension plan for salaried employees. (b) To the extent not previously qualified under the applicable provisions of the Code, Buyer shall take all action necessary to qualify the Buyer Pension Plan under the applicable provisions of the Code and shall make any filings and submissions to the appropriate Governmental Bodies required to be made by Buyer. The Purchaser will recognize Buyer Pension Plan and any successor plans thereto shall contain appropriate provisions providing that (i) assets transferred to the service Buyer Pension Plan from the Seller Pension Plan may, upon termination of the Transferred Employees with Buyer Pension Plan, revert to the employer or sponsor of the Buyer Pension Plan to the extent permitted under the Seller Pension Plan as in effect on the date hereof, applicable Government Contracts and Legal Requirements; (ii) to the extent required by Legal Requirements, Buyer shall preserve all optional forms under which each Acquired Employee or any of its Affiliates prior Former Business Employee shall be entitled to receive his or her benefits accrued through the Closing Date for all purposes under the New Defined Benefit Plan. Seller Pension Plan (bincluding any early retirement subsidies); and (iii) As soon the Buyer Pension Plan shall provide for such benefit formulas as practicable following the date may be required in order for Buyer to satisfy its obligations under Section 10.2(a) of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable practicable, but in no event later than 90 days after the Seller’s actuaries determine the Plan Assets AmountClosing Date (or, if later, the date Seller will has been provided evidence reasonably satisfactory to it that the Buyer Pension Plan is qualified under Section 401(a) of the Code and the trust holding such assets is tax exempt under Section 501(a) of the Code), Seller shall cause the transfer of an amount of cash equal to the Plan Assets Amount from the Seller Pension Plan to transfer assets to the New Defined Benefit Buyer Pension Plan equal to eighty percent (80%) of a reasonable estimate of the Accrued Liability (such amount, the "Initial Transfer Amount"). The term "Accrued Liability" shall mean the aggregate present value of the accrued benefits (as defined in Treas. Reg. 1.414(l)-1(b)(9)) of each Acquired Employee and Former Business Employee under the Seller Pension Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank determined as of the Closing Date from on a plan termination basis using (i) the interest factors specified by the PBGC and in effect as of the Closing Date for an immediate or deferred annuity, as appropriate for that Acquired Employee or Former Business Employee, and (ii) the other methods and factors specified in the regulations underlying Section 4044 of ERISA for the valuation of accrued benefits upon plan termination, including expected retirement ages and expense load assumptions published by the PBGC, and the 1983 Group Annuity Mortality Table. The Initial Transfer Amount shall be adjusted as follows: (x) it shall be decreased by any benefit payments made by the Seller Pension Plan to the date of transfer. Benefit payments to Transferred any Acquired Employees or Former Business Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following on or after the Closing Date and until before the date of transfer. Any transfer of the Initial Transfer Amount (such paymentsdate, adjusted for applicable interest, will be deducted the "Initial Transfer Date") and (y) increased by the amount of interest accrued on the Initial Transfer Amount from the Plan Assets AmountClosing Date through the Initial Transfer Date, using an interest rate of five percent (5%) (the "Interest Rate"). Following the date For purposes of transferthis paragraph, the Purchaser will assume all Liabilities "evidence reasonably satisfactory" of the Seller and its Affiliates Buyer Pension Plan's qualification under the Pension Plan with respect to accrued benefits Section 401(a) of the Transferred Employees, Code and the Seller corresponding trust's qualification under Section 501(a) of the Code shall be deemed to be the delivery of either: (A) a favorable determination letter from the IRS as to such status, as the plan and its Affiliates trust are currently in effect (including any required changes thereto), or (B) (if no such letter has been requested or received), an opinion of counsel, which states that such plan and trust in form comply with the applicable requirements of the Code and a commitment that Buyer will have no further Liability make any changes required by the IRS to the Purchaser or any Transferred Employees with respect thereto following the date of transferreceive a favorable determination letter.

Defined Benefit Plans. (ai) Effective as As of the Closing Date, the Transferred Seller shall cause to be transferred from the EG&G Employees will no longer participate in the Chemtura Corporation Retirement Plan ("ERP") to either a new pension plan adopted by the “Buyer or an existing pension plan maintained by the Buyer ("Buyer Pension Plan”), and ") obligations for the Seller will have taken all such action prior to pension benefits accrued through the Closing Date as may under the ERP for employees, former employees, retirees (and in all cases beneficiaries thereof) of any Asset Seller who are or were engaged in the Technical Services Business ("Participants"). The Buyer Pension Plan (A) is intended to be qualified (or to remain qualified) under Code Section 401(a) and (B) with respect to Participants, shall be identical in all material respects to the terms of the ERP. (ii) In conjunction with such transfer of pension liabilities, the Seller shall cause to be transferred from the trust maintained under the ERP to a trust maintained under the Buyer Pension Plan assets in the form of cash and marketable securities with a market value equal to the market value of the assets maintained under Cost Accounting Standard ("CAS") 413 for the Technical Services Business pursuant to the Seller's established cost accounting practices under the ERP ("CAS 413 Amount"); provided, however, that in no event will the amount to be transferred be greater than the maximum amount permitted to be transferred, or less than the minimum amount required to achieve this resultbe transferred, under Section 414(l) of the Code and the regulations thereunder. Effective As soon as of possible following the Closing Date, the Purchaser will establish a replacement defined benefit Seller shall cause the pension plan (assets associated with the “New Defined Benefit Plan”) intended Participants to be qualified under Section 401(a) transferred from the EG&G Master Trust to a pension trust designated by the Buyer. Notwithstanding the above, if it is not possible by the Closing Date to finalize the amount of the Code, and a related trust intended pension assets to be exempt transferred from taxation under Section 501(a) of the CodeERP to the Buyer Pension Plan, for then, no later than the benefit of the Transferred EmployeesClosing Date, the terms of which plan and trust will Seller shall cause to be substantially identical transferred from the ERP to the terms Buyer Pension Plan a substantial portion of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to securesuch pension assets and, as soon as practicable possible after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreementbut in no event later than 16 weeks, the Seller will shall cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred from the ERP the amounts necessary to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause complete the transfer of an (which shall include net earnings attributable to such additional amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of final transfer). (iii) To the extent that the amount of assets actually transferred pursuant to the preceding paragraph is less than the CAS 413 Amount, the Seller will be solely responsible for the settlement of any related "segment closing" obligations with the United States Government. Benefit payments To the extent the amount of assets transferred pursuant to Transferred Employees the preceding paragraph is greater than the CAS 413 Amount, then, at such time or times, if any, as the Buyer receives governmental reimbursement by reason of, and for the amount of, such excess (or their beneficiariesany part thereof) in the Buyer shall promptly pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect amount of such reimbursement. The Buyer shall use commercially reasonable efforts to accrued benefits of obtain, for the Transferred EmployeesSeller's benefit, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfersuch governmental reimbursements.

Defined Benefit Plans. (a) Effective as of the Closing Date, day immediately preceding the Transferred Employees will no longer participate Effective Time all individuals who are participating in the Chemtura Corporation Retirement Plan qualified defined benefit plan maintained by WeCo, WNG or any of the WNG Subsidiaries (the “"WeCo Pension Plan”)") shall cease accruing benefits thereunder. WeCo or WNG will take all steps necessary, including the preparation of a plan amendment and the Seller will have taken all such action prior distribution of notices to the Closing Date as may be required employees on a timely basis, to achieve effectuate this resultcessation of benefit accruals. Effective as of the Closing DateEffective Time, but subject to the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under qualification requirements of Section 401(a) of the Code, and a related trust intended to the defined benefit pension plan maintained by Puget (the "Puget Pension Plan") shall be exempt from taxation under Section 501(a) amended by the Board of Directors of the CodeCompany to reflect the following: (A) All individuals who were actively participating under the WeCo Pension Plan immediately prior to the Effective Time shall commence participation under the Puget Pension Plan effective as of the Effective Time. Each other eligible employee of the Company shall commence participation in the Puget Pension Plan upon satisfaction of the eligibility and participation requirements set forth thereunder. For purposes of the immediately preceding sentence, and for purposes of determining an individual's vested interest in the Puget Pension Plan, service with WeCo or any of the WNG Subsidiaries will be considered as service performed for the Company. (B) Each individual who was an active participant in the WeCo Pension Plan immediately prior to the Effective Time shall, for purposes of determining the amount of such individual's accrued benefit under the Puget Pension Plan on and after the Effective Time, be granted past-service credit equal to the number of years of service credited to such individual under the WeCo Pension Plan for benefit accrual purposes. However, each such individual's accrued benefit under the Puget Pension Plan shall be offset by such individual's accrued benefit under the WeCo Pension Plan (the "Offset"); provided, however, that in no event shall such individual's Offset exceed such individual's accrued benefit under the Puget Pension Plan attributable to such individual's past service credit, determined as of the Effective Time. The accrued benefit of each individual who has a vested interest in the Transferred EmployeesWeCo Pension Plan, but who does not become an employee of the terms Company or any of which plan and trust will the Puget Subsidiaries, shall be substantially identical determined pursuant to the terms of the WeCo Pension PlanPlan as in effect immediately prior to the Effective Time. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after WeCo Pension Plan shall be merged into the Closing Date, a determination letter from the IRS Puget Pension Plan pursuant to the effect that provisions of Section 414(l) of the New Defined Benefit Code effective as of the Effective Time. To accommodate such merger, the Puget Pension Plan is qualified under the applicable provisions will be amended, if necessary, to prevent any benefit cutback as described in Section 411(d)(6) of the Code. The Purchaser will recognize parties hereto agree to cooperate in the service preparation of all materials necessary to effect the Transferred Employees with the Seller or any merger of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employeesplans, and the Seller requisite transfer of assets and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferliabilities, on a timely basis.

Defined Benefit Plans. (a) Effective as of the Closing Date, Buyer shall establish or shall cause the Transferred Employees will no longer participate in Company or an affiliate of Buyer to establish a defined benefit plan ("Buyer's Pension Plan") for the Chemtura Corporation benefit of employees of the Company who, on or after the Closing Date, are covered under the collective bargaining agreement between the Company and Bakery, Confectionery and Tobacco Workers Union Local No. 50 ("Union Employees"). After the Closing Date and within forty-five (45) days after receipt of a copy of Buyer's Pension Plan, or if later, within ten days after the expiration of the thirty day waiting period prescribed by IRC Section 6058(b), Seller shall cause the trustees under the Ralcorp Holdings, Inc. Retirement Plan (the “"Guarantor's Pension Plan”") to transfer to Buyer's Pension Plan an amount in cash or property acceptable to Buyer equal to the Accumulated Benefit Obligation ("ABO") as defined in Financial Accounting Standard 87 ("FAS 87") under Guarantor's Pension Plan with respect to Continued Company Employees who, as of the Closing Date, are Union Employees, using for this purpose the actuarial assumptions and factors used by Guarantor in Guarantor's most recent Annual Report on Form 10-K except the interest rate used shall be equal to the average annual yield of 30-year U.S. Treasury Securities for the week immediately preceding the date of the transfer (the "Transfer Amount), . Interest at an annual rate of equal to the rate used to calculate the Transfer Amount from the Closing Date to the actual date of transfer shall be added to the Transfer Amount. Guarantor shall calculate the ABO and the Seller will have taken all such action shall deliver to Buyer at least thirty days prior to the Closing Date as may proposed transfer date a schedule of the ABO calculation with respect to Guarantor's Pension Plan along with such other information which is necessary for Buyer to verify such results. (b) In no event will the Transfer Amount be required less than the amount necessary to achieve this result. satisfy IRC Section 414(1) and, if necessary, the asset transfer described in (a) will be adjusted upward to an amount which satisfies IRC 414(1). (c) Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended Guarantor shall cause to be qualified fully vested under Section 401(aGuarantor's Pension Plan each Continued Company Employee whose accrued benefit is not transferred to Buyer's Pension Plan pursuant to section 11.3(a) and each such Continued Company Employee shall be entitled to commence payment of the Code, and a related trust intended to be exempt from taxation his or her benefit under Section 501(a) of the Code, for the benefit of the Transferred Employees, Guarantor's Pension Plan in accordance with the terms of which plan and trust will be substantially identical to Guarantor's Pension Plan on the terms basis that the Continued Company Employee incurred a Severance from Service on the Closing Date as a result of the transaction contemplated in this Agreement. For purposes of determining the amount of benefits payable under the Guarantor's Pension Plan. The Purchaser agrees , (i) the compensation of each Continued Company Employee under this subsection (c) shall only include compensation considered compensation pursuant to apply for, Guarantor's Pension Plan and paid or payable to take all actions necessary such Continued Company Employees by the Company or the Guarantor for services prior to secure, as soon as practicable and including the Closing Date and shall not include compensation paid or payable to such Continued Company Employee by the Company or the Buyer for services after the Closing Date, a determination letter from the IRS ; and (ii) each Continued Company Employee's period of service shall be determined pursuant to the effect that Guarantor's Pension Plan and shall only include the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates time prior to and including the Closing Date for all purposes under during which such Continued Company Employee provided services to the New Defined Benefit Plan. (b) As soon as practicable following Company or the date Guarantor and shall not include any period of this Agreement, the Seller will cause its actuaries to determine, effective as of time after the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal during which services were provided by such Continued Company Employee to the present value of benefits accrued to Company or the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuaryBuyer. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

Defined Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred EmployeesEmployees who were participants in the Pension Plan, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

Defined Benefit Plans. (a) Effective as of the Closing Date, Business Employees shall cease to accrue benefits under the Transferred Seller Pension Plan, and, thereafter, the Buyer shall enroll Acquired Employees will no longer participate in the Chemtura Corporation Retirement Plan an existing or newly created Buyer pension plan (the “Buyer Pension Plan”), and the Seller will have taken all such action prior . Subject to the Closing Date as may be required to achieve this result. Effective consummation of the asset transfer described in Section 10.3 below: (i) effective as of the Closing Date, with respect to Acquired Employees and Former Business Employees, the Purchaser will establish a replacement Buyer Pension Plan shall waive any eligibility requirements for participation that were previously satisfied under the Seller Pension Plan, and, for Acquired Employees and Former Business Employees, shall recognize service that is recognized under the Seller Pension Plan for purposes of eligibility, vesting, service related level of benefits, and eligibility for early retirement subsidies; (ii) Buyer agrees to provide accrued benefits to Acquired Employees and Former Business Employees under the Buyer Pension Plan that are no less than the accrued benefits of the Acquired Employees and Former Business Employees under Seller Pension Plan as of the Closing Date; (iii) accrued benefits of Acquired Employees and Former Business Employees that are vested under Seller Pension Plan as of the Closing Date shall be nonforfeitable under the Buyer Pension Plan, (iv) Buyer shall, effective as of the Closing Date, assume all of the Liabilities of Seller, its Affiliates and the Seller Pension Plan in respect of benefits accrued by the Acquired Employees and the Former Business Employees under the Seller Pension Plan on or prior to the Closing Date (the “Pension Liability”) (and, for the avoidance of doubt, cause the Buyer Pension Plan to make payments to any Acquired Employee who becomes entitled to receive payment of such accrued benefits on and after the Closing taking into account the provisions of this Section 10.3 regardless of whether assets have yet been transferred), subject to the transfer of assets from the Seller Pension Plan to the Buyer Pension Plan in accordance with the provisions of Section 10.3 below, and (v) with respect to benefits transferred from the Seller Pension Plan, the Buyer Pension Plan shall recognize the service of Acquired Employees with Buyer for the purpose of determining eligibility for early retirement benefits and calculate benefits based upon the Final Average Compensation of the Acquired Employees as defined in Buyer Pension Plan. Also, for the avoidance of doubt, from the Closing Date through the True-Up Transfer Date, in accordance with the provisions of Section 10.3 below, Seller shall continue to cause the Seller Pension Plan to make benefit payments to any Former Business Employees who is entitled to receive such payments. Nothing in this Agreement shall require Buyer to provide coverage to the Acquired Employees or the RSI Employees under any benefit formula for Buyer’s defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical salaried employees in effect prior to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect date that the New Defined Benefit Plan is Acquired Employees or the RSI Employees first become eligible for Buyer’s defined benefit pension plan for salaried employees. (b) To the extent not previously qualified under the applicable provisions of the Code, Buyer shall take all action necessary to qualify the Buyer Pension Plan under the applicable provisions of the Code and shall make any filings and submissions to the appropriate Governmental Bodies required to be made by Buyer. The Purchaser will recognize Buyer Pension Plan and any successor plans thereto shall contain appropriate provisions providing that (i) assets transferred to the service Buyer Pension Plan from the Seller Pension Plan may, upon termination of the Transferred Employees with Buyer Pension Plan, revert to the employer or sponsor of the Buyer Pension Plan to the extent permitted under the Seller Pension Plan as in effect on the date hereof, applicable Government Contracts and Legal Requirements; (ii) to the extent required by Legal Requirements, Buyer shall preserve all optional forms under which each Acquired Employee or any of its Affiliates prior Former Business Employee shall be entitled to receive his or her benefits accrued through the Closing Date for all purposes under the New Defined Benefit Plan. Seller Pension Plan (bincluding any early retirement subsidies); and (iii) As soon the Buyer Pension Plan shall provide for such benefit formulas as practicable following the date may be required in order for Buyer to satisfy its obligations under Section 10.2(a) of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable practicable, but in no event later than 90 days after the Seller’s actuaries determine the Plan Assets AmountClosing Date (or, if later, the date Seller will has been provided evidence reasonably satisfactory to it that the Buyer Pension Plan is qualified under Section 401(a) of the Code and the trust holding such assets is tax exempt under Section 501(a) of the Code), Seller shall cause the transfer of an amount of cash equal to the Plan Assets Amount from the Seller Pension Plan to transfer assets to the New Defined Benefit Buyer Pension Plan equal to eighty percent (80%) of a reasonable estimate of the Accrued Liability (such amount, the “Initial Transfer Amount”). The term “Accrued Liability” shall mean the aggregate present value of the accrued benefits (as defined in Treas. Reg. 1.414(l)-1(b)(9)) of each Acquired Employee and Former Business Employee under the Seller Pension Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank determined as of the Closing Date from on a plan termination basis using (i) the interest factors specified by the PBGC and in effect as of the Closing Date for an immediate or deferred annuity, as appropriate for that Acquired Employee or Former Business Employee, and (ii) the other methods and factors specified in the regulations underlying Section 4044 of ERISA for the valuation of accrued benefits upon plan termination, including expected retirement ages and expense load assumptions published by the PBGC, and the 1983 Group Annuity Mortality Table. The Initial Transfer Amount shall be adjusted as follows: (x) it shall be decreased by any benefit payments made by the Seller Pension Plan to the date of transfer. Benefit payments to Transferred any Acquired Employees or Former Business Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following on or after the Closing Date and until before the date of transfer. Any transfer of the Initial Transfer Amount (such paymentsdate, adjusted for applicable interest, will be deducted the “Initial Transfer Date”) and (y) increased by the amount of interest accrued on the Initial Transfer Amount from the Plan Assets AmountClosing Date through the Initial Transfer Date, using an interest rate of five percent (5%) (the “Interest Rate”). Following the date For purposes of transferthis paragraph, the Purchaser will assume all Liabilities “evidence reasonably satisfactory” of the Seller and its Affiliates Buyer Pension Plan’s qualification under the Pension Plan with respect to accrued benefits Section 401(a) of the Transferred Employees, Code and the Seller corresponding trust’s qualification under Section 501(a) of the Code shall be deemed to be the delivery of either: (A) a favorable determination letter from the IRS as to such status, as the plan and its Affiliates trust are currently in effect (including any required changes thereto), or (B) (if no such letter has been requested or received), an opinion of counsel, which states that such plan and trust in form comply with the applicable requirements of the Code and a commitment that Buyer will have no further Liability make any changes required by the IRS to the Purchaser or any Transferred Employees with respect thereto following the date of transferreceive a favorable determination letter.

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan (a) Effective the "Seller Pension Plan"). Accrued benefits of Transferred Employees shall be fully vested as of the Closing Employee Transfer Date, the . The Seller Pension Plan shall cease accruals in respect of Transferred Employees will no longer participate in as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Chemtura Corporation Retirement Plan (the “Pension Plan”), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this resultPartnership. Effective as of the Closing Date, the Purchaser will establish Partnership shall provide coverage under a replacement defined benefit tax-qualified pension plan (the “"New Defined Benefit Pension Plan”") intended for all Transferred Employees who participated in the Seller Pension Plan prior to be qualified under Section 401(a) their Employee Transfer Date. Such Transferred Employees' vesting service and eligibility service, as of the Codeapplicable Employee Transfer Date, shall constitute vesting service and a related trust intended to eligibility service under the New Pension Plan for purposes of determining vesting and eligibility and for such other purposes as such service may be exempt from taxation relevant under Section 501(a) the terms of the CodeNew Pension Plan. Credited service under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicable, shall constitute qualifying service or employment under the Seller Pension Plan for the purposes of eligibility for early retirement, subsidized early retirement, death and other similar benefits. The accrued benefit of the Transferred Employees, Employees payable under the terms New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of which plan the applicable Employee Transfer Date based on credited service and trust will be substantially identical salary history prior to the terms Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the Pension Plan. The Purchaser agrees to apply for, amounts of such accrued benefits and to take all actions necessary to secure, shall provide each Transferred Employee with the amount of his/her accrued benefit as soon as practicable after the Closing applicable Employee Transfer Date. Buyer and Buyer's actuary shall have the right to review all supporting information, a determination letter from work papers and procedures used to prepare such schedule and shall have the IRS right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the effect extent that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the post-Closing Date information regarding service of by the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and Partnership is reasonably determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from necessary for the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities proper administration of the Seller and its Affiliates under the Pension Plan with respect Plan, Buyer shall provide such information to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferSeller.

Defined Benefit Plans. Seller shall cause each Transferred Employee to become fully vested in his accrued benefit under any tax-qualified defined benefit pension plan maintained by Seller (aa "Seller Pension Plan") Effective in which such Transferred Employee participates as of the Closing. Seller will amend each Seller Pension Plan to provide for the continuing eligibility for early retirement of each Transferred Employee who does not, as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”)qualify for an early retirement benefit thereunder, and for this purpose shall treat service with the Seller Company as service with Seller. If any such Transferred Employee remains employed by the Company until he qualifies for early retirement, then such plans will have taken all treat such action Transferred Employee as having elected early retirement when he retires from the Company. Such early retirement benefit shall be based solely upon service and compensation earned prior to the Closing Date Closing. The Company will provide Seller with as may be required much notice as possible of the retirement of any such Transferred Employee. Seller shall calculate the difference between the lump sum benefit payable to achieve this resultsuch Transferred Employee as an early retiree and the lump sum benefit payable to such Transferred Employee as a deferred vested benefit on the date of retirement from the Company and under the provisions of the applicable Seller Pension Plan, determined in the same manner that such plan calculates lump sum benefits at the time such Transferred Employee shall retire. Effective The Company shall pay Seller such difference within 60 days of such transferred Employee's retirement. In addition, should the Company institute any reduction in force, early retirement window program or otherwise provide any financial inducement that results in the termination of employment of any Transferred Employee who, as of the Closing DateClosing, qualifies for an early retirement benefit under a Seller Pension Plan, Buyer shall cause the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended Company to be qualified under Section 401(a) of the Code, and a related trust intended promptly pay to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical Seller an amount equal to the terms incremental cost of providing such early retirement benefit. Such cost shall be determined by an enrolled actuary engaged by Seller based on the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions excess of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan. (b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of such subsidized early retirement benefits accrued to the Closing Date for all such Transferred Employees, Employees over the present value of the accrued benefits for all such Transferred Employees determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date such employees had not elected to commence retirement benefits and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the normal actuarial assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary. (c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to the New Defined Benefit Plan, together with interest on such Plan Assets Amount at the prime rate of Citibank as of the Closing Date from the Closing Date to the date of transfer. Benefit payments to Transferred Employees (or their beneficiaries) in pay status will continue to be made from the Pension Plan following the Closing Date and until the date of transfer. Any such payments, adjusted for applicable interest, will be deducted from the Plan Assets Amount. Following the date of transfer, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Pension Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transferprojected retirement dates.