Common use of Retirement Plans Clause in Contracts

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.

Retirement Plans. 5.1. All benefits accrued on (a) It is agreed by both parties that the Seller or before one of its Affiliates will continue to maintain the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan VPP and the Rio Tinto SERP shall be "locked and frozen" Viacom Excess Pension Plan, with the benefit accruals of the Business Employees under such plans ceasing as of the Effective Closing Date and the Companies Seller shall retain sole liability for all liabilities thereunder. The Seller shall cause the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Business Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, benefits in each case, such plan as of the Effective Date Closing Date." (pp) Section 6.02(b) of the Stock Purchase Agreement is hereby amended by inserting the following text at the end of the fifth full sentence thereof: "and Seller shall retain all other liabilities under the VIP. Notwithstanding anything to the contrary in this Section 6.02(b), in the event that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, the Seller shall transfer and deliver the VIP account balances of Business Employees and Former Business Employees designated in writing by the Parent and the Purchaser, and the Seller shall also transfer and deliver to Xxxxx Muse, or, if so directed by the Parent and the Purchaser, cause the trustee of the VIP to transfer and deliver to the trustee of a Xxxxx Muse defined contribution plan designated in writing by the Parent and the Purchaser or Xxxxx Muse, if applicable, an amount equal to the aggregate account balances of Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses so designated by the Parent and the Purchaser." (qq) Section 6.02(b) of the Stock Purchase Agreement is hereby further amended by adding the following text to the end thereof: "Notwithstanding anything to the contrary in this Section 6.02(b), in the event that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, then (i) the Seller shall, (A) prior to Closing, establish a separate non-qualified deferred compensation plan (the "HM EIP") with terms, benefits and commitments identical to those provided under the VEIP for the benefit of participating Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses designated in writing by the Parent and the Purchaser and (B) at Closing, transfer the HM EIP to Xxxxx Muse, (ii) the HM EIP shall assume responsibility for all account balances and earnings thereon of such designated individuals under the VEIP (it being understood that the S&S EIP shall not assume any responsibility for the VEIP account balances and earnings thereon with respect to such individuals) and (iii) the Parent and the Purchaser shall cause Xxxxx Muse to assume the HM EIP at Closing and to honor the terms of any elections previously made by participants under the VEIP. The Purchaser and the Parent acknowledge that no assets will be treated as if they had retired from transferred to Xxxxx Muse in connection with the Companies as establishment of the Effective Date HM EIP and will be entitled to receive the RTA Retiree Benefits. Subject to the right assumption thereof by Xxxxx Muse." (rr) Section 6.02(e) of the CPE Group to amendStock Purchase Agreement is hereby amended by (i) inserting the phrase "as soon as practicable, modify, terminate or otherwise change after the provisions of its retiree benefits, Closing," immediately after the CPE Group will offer retiree health benefits for all Executive Employees phrase "and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth Seller shall" in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans thereof and (ii) permit such individuals to elect adding the following text to the extent permitted by Law end thereof: "Notwithstanding anything to have their interest the contrary in this Section 6.02(e), in the RTA Savings Planevent that the Parent makes the election pursuant to Section 2.01(b) of this Agreement, then (i) the Seller shall, (A) prior to Closing, (I) establish a separate non-qualified deferred compensation plan (the "HM DCP") providing for the payment of deferred benefits to participating Business Employees and Former Business Employees of the B&P and Reference Publishing Businesses designated in writing by the Parent and the Purchaser who have previously deferred the settlement of performance awards under the terms of the Paramount DCP and (II) transfer assets, if any, and liabilities related to each designated individual's account balance in the Paramount DCP, including all earnings thereon, into the HM DCP (it being understood that no assets or liabilities related to any participant loan balancessuch individual's account balance in the Paramount DCP will be transferred to the S&S DCP) and (B) at Closing, rolled over transfer of the HM DCP to a savings plan established or maintained Xxxxx Muse and (ii) the Parent and the Purchaser shall cause Xxxxx Muse to assume the HM DCP at Closing and to honor the terms of the distribution election previously made by the CPE Group designated individuals, subject to the terms of the HM DCP." (ss) The following sentence is hereby inserted at the discretion end of Section 6.03: "For the avoidance of doubt, the Purchaser and the Seller acknowledge that the term "Former Business Employees" for all purposes under this Agreement shall mean all individuals who were at any time employed in a publishing business other than the Consumer Business, including but not limited to former employees of those businesses previously disposed of and set forth on Schedule 8 attached hereto." (tt) Section 6.05(a) of the participant. As of Stock Purchase Agreement is hereby amended by inserting the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees text "(other than severance liability arising from any claim by any Business Employee for the disputed severance benefits described in respect to periods prior to Schedule 7)" at the Effective Dateend of clauses (ii), (v) under and (vii) thereof. (uu) Section 6.05(b) of the RTA Savings Plan shall cease. The Companies will not require any Executive Stock Purchase Agreement is hereby amended by inserting the following text at the beginning thereof: "Except as may be otherwise agreed by a Business Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.and Purchaser,"

Retirement Plans. 5.1The Seller shall retain all liabilities and obligations of the Seller and its Affiliates under its "employee pension benefit plans" (as defined in Section 3(2) of ERISA) (the "Seller's Pension Plans") and all assets thereunder and none of the Seller or any of its Affiliates shall have any Liability under or with respect to any "employee pension benefit plans" of the Purchaser or its Affiliates. All benefits accrued on or before the Effective Date in respect of The Seller shall cause all Executive Employees and Transferred Employees who are participants to become 100% vested in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Marconi USA Wealth Accumulation Plan (the "Marconi 401(k) Plan") and Rio Tinto SERP as of the Effective Date but no additional benefit accruals Marconi Retirement Plan, and the Purchaser and its Affiliates shall not have any responsibility with respect to service on and after the Effective Date will be provided under Seller's Pension Plans. The Purchaser shall cooperate with the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan Seller to ensure that all Executive Employees and provide such current information regarding Transferred Employees who are participants in such plans as permitted by law on an ongoing basis as may be necessary to facilitate payment of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired pension benefits from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree BenefitsSeller's Pension Plans. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to To the extent necessary, in order the Seller shall cause the sponsor of the "Marconi 401(k) Plan" to (iamend the Marconi 401(k) provide that Plan to permit, after the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect Closing Date to the extent permitted by Law to have their interest in under the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion requirements of the participant. As of the Effective DateCode applicable to qualified retirement plans, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay elect to receive a distribution of benefits under the Marconi 401(k) Plan and to permit Transferred Employees to elect to roll over such amounts (including any participant loan balances earlier than ninety outstanding loans) to a defined contribution plan of the Purchaser (90"Purchaser 401(k) days following Plan") satisfying the Effective Date if such loan would not otherwise be payable within such ninety requirements of Section 401(a) of the Code and including a cash or deferred arrangement satisfying the requirements of Section 401(k) of the Code. The Purchaser shall cause the sponsor of the Purchaser 401(k) Plan to amend the Purchaser 401(k) Plan to the extent necessary and to the maximum extent permitted by applicable law to accept rollover contributions of all amounts (90including promissory notes evidencing outstanding loans) day perioddistributed to or on behalf of Transferred Employees from the Marconi 401(k) Plan.

Retirement Plans. 5.1. All benefits accrued (i) With respect to the Sempra Energy Trading LLC Retirement Savings Plan and any other 401(k) plan in which the Continuing Employees participate (all such plans, the “Seller 401(k) Plan”) and the Retirement Savings Plan for the Active Employees of Sempra Energy Trading (Canada) Limited, on or before prior to the applicable Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Hire Date, the Companies Seller Parties shall amend the RTA Pension Plan to ensure that cause all Executive Continuing Employees and Transferred Employees who are participants participating in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their respective accounts under thereunder. In the event that a Continuing Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such plans and (iiContinuing Employee’s account balance in the Seller 401(k) permit Plan to a tax-qualified defined contribution plan sponsored by the Purchaser or any of its Subsidiaries, the Purchaser agrees to cause such individuals tax-qualified defined contribution plan to elect accept such rollover to the extent permitted by Law Legal Requirement. The Seller Parties shall use commercially reasonable efforts to have their interest cooperate with the Purchaser to effect the rollover of such account balances. The Seller Parties shall or shall cause the Transferred Companies to notify Continuing Employees that the active participation of Continuing Employees in the RTA Savings PlanSeller Plans shall terminate on the applicable Effective Hire Date as of which date such Continuing Employees shall be eligible to participate in benefit programs provided by the Purchaser. (ii) With regard to the occupational pension scheme known as the Royal Bank of Scotland Group Pension Fund, each of RBS and Sempra Energy, severally, but not jointly, and in accordance with such applicable Seller Party’s Indemnity Share, will indemnify and hold harmless the Purchaser and each of its Affiliates from and against any and all losses and Liabilities on a net after-Tax basis, to be paid within 30 days of a request in writing from the Purchaser to do so, which arise wholly and directly from the participation of RBS Sempra Metals Limited in the Royal Bank of Scotland Group Pension Fund, including any participant loan balances, rolled over all losses and Liabilities arising under Section 75 of the UK Xxxxxxxx Xxx 0000 or pursuant to the rules of the Royal Bank of Scotland Group Pension Fund or as a savings plan established or maintained result of action taken by the CPE Group at the discretion UK Pensions Regulator under Part 1 of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodPensions Xxx 0000.

Retirement Plans. 5.1. All benefits accrued on or before (a) As soon as practicable following the Effective Date in respect of all Executive Employees Closing Date, Seller and Transferred Employees who are participants in its Affiliates shall permit the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as account balances of the Effective Date Transferred Company Employees in any tax-qualified defined contribution plans of Seller and its Affiliates to be distributed in accordance with the Companies shall retain sole liability for the payment terms of such benefits as plans, and when for not less than one year following the Closing Date IPH shall permit Transferred Company Employees to the extent still employed by IPH and its Affiliates (including the Transferred Company and its Subsidiaries) to rollover such participants become eligible under such plans. For purposes distribution (including a rollover of this Section, outstanding participant loans not then in default) into a tax-qualified defined contribution plan maintained by IPH or its applicable Affiliate. (b) The parties agree to the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals following terms with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive treatment of Transferred Company Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees covered by an Assumed CBA who participate in the Ameren Retirement Plan (the “Union Pension Participants”): (i) Without limiting the generality of Section 6.1(b), IPH shall, effective as of the Closing Date, establish or maintain a cash balance portion pension plan (the “IPH Cash Balance Plan”) and a related funding arrangement which are qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the RTA Pension Code. The IPH Cash Balance Plan shall contain terms substantially identical to those of the Ameren Retirement Plan as is applicable to the Union Pension Participants as of the Closing Date. IPH will cause the IPH Cash Balance Plan to expressly provide that any Union Pension Participants will become participants in the IPH Cash Balance Plan as of the Closing Date. (ii) Unless the IPH Cash Balance Plan and its related trust has received a favorable determination letter or opinion letter as to its qualification (and no circumstances have occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification), IPH shall timely submit the IPH Cash Balance Plan to the Internal Revenue Service for a determination that the IPH Cash Balance Plan and its related trust are qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Code. IPH shall, with respect to the participation of each Union Pension Participant, continue to accrue additional interest credits maintain the IPH Cash Balance Plan on the terms contemplated by this Section 6.3(b) at least until expiration of the Assumed CBA applicable to their cash balance accounts for benefit accrual purposes in accordance with the RTA such Union Pension PlanParticipant. 5.2(c) Seller will retain responsibility for all liabilities under non-qualified deferred compensation plans that are Seller Benefit Plans in respect of pre-Closing service of Transferred Company Employees. Subject As of no later than the Closing Date, Seller shall provide to the right IPH a list of RTA to amend, modify, terminate or otherwise change the provisions all Transferred Company Employees who participated as of the RTA Retiree Benefits date of such notice in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years any Benefit Plan that is a nonqualified deferred compensation plan within the meaning of service with any Section 409A of the Companies Code and have attained at least age 55IPH shall endeavor in good faith to notify Seller of the separation from service (within the meaning of Section 409A of the Code) of any such Transferred Company Employee from IPH or its Affiliates not later than 10 days following such separation, provided that neither IPH nor its Affiliates shall be liable to Seller, its Affiliates or any other Person by reason of a failure to provide such notice. (d) Seller will retain responsibility for any liabilities under the Seller Retiree Medical Plan and provide coverage under the Seller Retiree Medical Plan in each caserespect of any Transferred Company Employee who, as of the Effective Closing Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall is receiving benefits (or otherwise eligible to receive benefits) or (ii) would be fully vested in their accounts eligible to begin receiving benefits under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to upon a savings plan established or maintained by the CPE Group at the discretion termination of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods employment immediately prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require Closing (with such coverage to commence upon any Executive Employee subsequent termination of employment with IPH upon or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodClosing).

Retirement Plans. 5.1. All benefits accrued on (a) It is agreed by both parties that the Seller or before one of its Affiliates will continue to maintain the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in VPP, the RTA Viacom Excess Pension Plan ("VEPP") and the Rio Tinto SERP shall be "locked and frozen" VIP, with the benefit accruals of the Business Employees under such plans ceasing as of the Effective Closing Date and the Companies Seller shall retain sole liability for all liabilities thereunder. The Seller shall cause the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Business Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following benefits in each such plan as of the Effective Date Closing Date. (b) As soon as practicable after the Executive Closing Date, the Seller shall prepare and deliver to the Purchaser a schedule listing the Business Employees and Transferred Former Business Employees who participate were participants in the cash balance portion VIP as of the RTA Pension Closing Date. Seller shall cause the Trustee of the VIP to transfer to the Trustee of a defined contribution plan designated by the Purchaser (the "PURCHASER'S DC PLAN") an amount equal to the aggregate account balances of the Business Employees and Former Business Employees participating in the VIP, including any loan obligation. To the extent that a loan obligation is transferred to the Purchaser's DC Plan, the Purchaser's DC Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes accept repayments of such loan amounts and shall otherwise administer such loans in accordance with the RTA Pension Plan. 5.2their terms and ERISA until such loan amounts are repaid or are defaulted. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 Other than with respect to RTAthe loan obligations (which shall be transferred in the form of promissory notes or other documentation thereof), the transfer shall be in cash or property as mutually agreed by Purchaser and Seller (which agreement shall not be unreasonably withheld) based on the value of the account balances on the date of transfer, which shall occur as soon as reasonably practicable after the Closing. Upon such transfer, the Purchaser's Retiree Benefits will have DC Plan shall assume the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established liabilities represented by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3such transferred account balances. No later than the Effective Date, RTA The Seller shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP Business Employees to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts account balances under such plans the VIP as of the Closing Date. Prior to Closing, one or more of the Publishing Subsidiaries shall have established a separate non-qualified deferred compensation plan (the "S&S EIP") with terms and benefits identical to those provided under the Viacom Excess Investment Plan (the "VEIP") and providing for the unsecured contractual commitment to deliver at a future date all of the following: (i) deferred compensation credited to an account under the S&S EIP, (ii) deferred bonus compensation credited to an account under the S&S EIP, (iii) amounts credited to an account under the S&S EIP as matching contributions, and (iv) amounts credited to an account under the S&S EIP as investment income under the foregoing amounts. The S&S EIP will assume the responsibility for all account balances, and earnings thereon, of Business Employees and Former Business Employees participating in the VEIP. The Purchaser agrees that it will assume the S&S EIP at Closing, and cause the Publishing Subsidiaries to honor the terms of any elections previously made by the VEIP participants. For the avoidance of doubt, the parties hereto acknowledge that the VEIP is an unfunded plan for which no assets have been segregated from the Seller's general account for the payment of obligations thereunder, and that no assets will be transferred by the Seller to the Purchaser or to the Publishing Subsidiaries in connection with the establishment of the S&S EIP and the assumption thereof by the Purchaser. (c) Following the Closing Date, the Purchaser shall (i) provide continuation health care coverage to all Business Employees and their qualified beneficiaries who incur a qualifying event on and after the date hereof in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA ("COBRA") and (ii) permit assume the obligation of the Seller and its Affiliates to provide such individuals continuation coverage to elect Former Business Employees and their qualified beneficiaries to whom the Seller or any of its Affiliates is, on the Closing Date, providing such continuation coverage or to whom the Seller or any of its Affiliates is under an obligation to provide such continuation coverage at the election of such Former Business Employee or qualified beneficiary. (d) Prior to the extent permitted by Law to Closing Date or as soon as practicable thereafter, Xxxxxxxx-Xxxx Canada shall have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to established and registered a savings separate defined benefit pension plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.the

Retirement Plans. 5.1(a) Seller shall fully vest all Company Employees in their account balances under the retirement savings plan in which such Company Employees participate (the “Seller’s 401(k) Plan”), effective as of the Closing. All benefits accrued Effective as of the Closing, Parent shall maintain or designate, or cause to be maintained or designated, a defined contribution plan and related trust intended to be qualified under Sections 401(a), 401(k) and 501(a) of the Code (the “Parent’s 401(k) Plan”). Effective as of the Closing, the Company Employees shall cease participation in Seller’s 401(k) Plan. The Company Employees shall be eligible to participate and shall commence participation in Parent’s 401(k) Plan in accordance with the terms of Parent’s 401(k) Plan. Seller and Parent shall cooperate to permit each Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) to Parent’s 401(k) Plan in cash in an amount equal to the full account balance distributed to such Company Employee from Seller’s 401(k) Plan. Parent will use reasonable best efforts to permit such rollover contributions in the form of notes representing an employee loan under Seller’s 401(k) Plan and Parent shall take (or cause to be taken) any and all reasonable action as may be required to provide that Company Employees may continue to service any such loans through payroll deductions after the Closing. (b) With regard to The Southern Company Pension Plan or the successor plan thereto (the “Seller Pension Plan”), each Pension Participant shall cease to be a participant under such plan effective as of the Closing. Seller shall fully vest all Company Employees participating in the Seller Pension Plan effective as of the Closing. Effective as of the Closing, Parent shall have in effect a defined benefit pension plan intended to be tax-qualified (the “Parent Pension Plan” which may, for the avoidance of doubt, be a preexisting plan of Parent) in which the Pension Participants shall be eligible to participate. As soon as practicable (but, subject to the final sentence of this Section 6.3(b), in no event more than 35 days) after the Closing (the “Pension Transfer Deadline”), Seller shall cause the calculation and transfer to the Parent Pension Plan of assets equal to (i) the amount required to be transferred pursuant to Section 414(l) of the Code and such other applicable Law, as determined using the actuarial assumptions and methodology consistent with those used by Seller in its measurement of the accumulated benefit obligation of the Seller Pension Plan under Accounting Standards Codification Section 715 (the “ABO”) with respect to the Pension Participants as of the Closing (which actuarial assumptions and methodology are set forth in the Seller Pension Materials), subject to any changes made to such actuarial assumptions and methodology in the ordinary course of business consistent with past practice that are acceptable to the actuaries of Seller and Parent or, if applicable, the Chief Actuary under the procedures contemplated by Section 6.3(e), and subject to any requirements under such Section of the Code and ERISA (the “Section 414(l) Amount”); plus (ii) for the period between the Closing and the date such assets are transferred (the “Pension Transfer Date”), an interest increment on the unpaid Section 414(l) Amount at the rate equal to the yield on the three-month U.S. Treasury Xxxx rate as of the Closing (such rate of interest, the “Interest Rate”); less (iii) any benefit payments that are made from the Seller Pension Plan to each Pension Participant for the period between the Closing and the Pension Transfer Date; less (iv) any costs or before the Effective Date expenses incurred by Seller in respect of all Executive Employees and Transferred Employees who are participants in Pension Participant benefits of the RTA Seller Pension Plan for the period between the Closing and the Rio Tinto SERP Pension Transfer Date (the sum of (i) through (iv), the “Pension Transfer Amount”). The transfer of the amount from the Seller Pension Plan to the Parent Pension Plan shall be "locked made in cash. The Parent Pension Plan shall recognize and frozen" as credit all service (including for purposes of benefit accrual) of the Effective Date and Pension Participants credited under the Companies shall retain sole liability for Seller Pension Plan with respect to the payment of accrued benefits transferred. Following such benefits as and when such participants become eligible under such plans. For purposes of this Sectiontransfer from the Seller Pension Plan to the Parent Pension Plan, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants Seller Pension Plan shall retain have no liability to or with respect to any Pension Participant with respect to their accrued benefits under the RTA Seller Pension Plan, and Parent shall indemnify and hold harmless Seller and its Affiliates from all liabilities, costs and expenses that may result to Seller or such Affiliates or the Seller Pension Plan and Rio Tinto SERP from any claim by or on behalf of any Pension Participant for any benefit payable under the Seller Pension Plan. To the extent that the amount of assets transferred to the Parent Pension Plan pursuant to this Section 6.3(b) is less than the ABO (such as because of the Effective operation of Section 414(l) of the Code), Seller shall pay Parent the difference in cash (plus interest at the Interest Rate for the period from the Closing Date but through the date of such payment) no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective DatePension Transfer Deadline (or, if later, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as date of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject final transfer pursuant to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first final sentence of this Section 5.2 6.3(b)). Notwithstanding the foregoing, if the asset transfer contemplated by this Section 6.3(b) is not made by the Pension Transfer Deadline, then no later than the Pension Transfer Deadline, Seller shall transfer to the Parent Pension Plan an amount in cash equal to 90% of Seller’s actuaries’ reasonable estimate of the Pension Transfer Amount, and Seller shall transfer the remaining amount in cash contemplated to be transferred by this Section 6.3(b) (for the avoidance of doubt, including interest at the Interest Rate for the period from the Closing Date through the date of such transfer) within 90 days following the Closing Date (or such later time as contemplated by Section 6.3(e)). (c) Parent shall provide each former employee who was employed by the Company as of his or her last day of employment and retired prior to the Closing and is included on a list provided by Seller to Parent prior to the date hereof, as such list is updated through Closing pursuant to Section 5.1(a)(iii)(y)(C) (a “Retiree Welfare Participant”) with benefits that are equivalent to those benefits that would have been available to such Retiree Welfare Participant had he or she remained covered under the Southern Company Services, Inc. Healthcare Plan for Retirees, the Southern Company Services, Inc. Retiree Life Insurance Plan or the Southern Company Services, Inc. Health and Welfare Benefits Plan, as applicable, as in effect on the date hereof, for the period beginning immediately following the Closing and ending on the fifth anniversary thereof (such period, the “Protection Period”). Notwithstanding the foregoing, Parent may change the benefits provided to Retiree Welfare Participants during the Protection Period, as long as the replacement benefits for each Retiree Welfare Participant has an actuarial value that is no less than the actuarial value of the Seller Retiree Welfare Benefits for such Retiree Welfare Participant and there is no reduction in the employer contribution to such benefits. For the avoidance of doubt, Retiree Welfare Participants who are grandfathered or capped immediately prior to Closing, will continue to be considered grandfathered or capped, as applicable, during the Protection Period, regardless of how such categories may be defined with respect to RTA's Parent Retirees. After the expiration of the Protection Period, Parent may continue to provide retiree health and welfare benefits to Retiree Benefits will have Welfare Participants provided that Parent must treat Retiree Welfare Participants consistent with the option manner in which it treats similarly situated (in terms of choosing whether age and tenure of service (after giving effect to receive crediting of service for service with the Company before the Closing)) retirees of Parent and its Affiliates (“Parent Retirees”). As soon as practicable following the Closing, the assets held in the Seller Welfare Trust (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer), shall be transferred to a voluntary employees beneficiary association plan maintained by Parent (the “Parent Welfare Trust”). The Seller Welfare Trust assets shall be transferred in cash. In addition, as soon as practicable after the Closing, the assets held in the Seller 401(h) Account shall be transferred to the Parent Pension Plan (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer). The Seller 401(h) Account assets shall be transferred in cash. For the Protection Period, Parent shall, or shall cause an Affiliate to, allow otherwise eligible Retiree Welfare Participants to enroll in the retiree medical benefits contemplated under RTA's Retiree Benefits or this Section 6.3(c). (d) With regard to The Southern Company Supplemental Executive Retirement Plan (the “Seller SERP”), The Southern Company Supplemental Benefit Plan (the “Seller SBP”), and the Southern Company Deferred Compensation Plan (the “Seller DCP”), and pursuant to the plan established Southern Company Change in Control Benefits Protection Plan (the “Seller Change in Control Plan”), Seller shall fully vest all Company Employees and all Pension Participants participating in the Seller SERP, the Seller SBP, and the Seller DCP (collectively, the “Nonqualified Benefits Participants”), and, as soon as practicable following the date hereof, Seller shall fund the Southern Company Deferred Compensation Trust (the “Seller DC Trust”) as required by the CPE Group Seller Change in Control Plan with respect to the Company Employees and all Pension Participants (subject to the provisions of Section 6.3(e)). Effective as of the Closing, each Nonqualified Benefits Participant shall cease to be a participant under the Seller SERP, the Seller SBP, and the Seller DCP, and Parent shall provide each Nonqualified Benefits Participant with the benefits that are accrued as of the Closing in respect of service prior to the Closing on the payment terms that apply as of the date hereof to such Nonqualified Benefits Participant under the Seller SERP, the Seller SBP, and the Seller DCP (such benefits provided by Parent, the “Parent SERP”, the “Parent SBP”, and the “Parent DCP”). Effective as of the Closing, Parent shall establish a trust (the “Parent DC Trust”) substantially similar to the Seller DC Trust to hold assets to pay benefits to Nonqualified Benefits Participants under the Parent SERP, the Parent SBP, and the Parent DCP. As soon as practicable following the Closing, the assets and the liabilities associated with the Nonqualified Benefits Participants in the Seller DC Trust (plus interest at the Interest Rate for the period from the Closing Date through the date of such transfer) shall be transferred to the Parent DC Trust. The Seller DC Trust assets shall be transferred in cash. (e) Seller shall cause its actuaries to provide Parent a report of the actuaries’ determinations under Sections 6.3‎(b), 6.3(c) and 6.3(d) within 90 days of the Closing Date and any back-up information reasonably required by Parent to confirm the accuracy of such determinations. If Parent disputes the accuracy of any calculation, Parent and Seller shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. To the extent that a dispute is unresolved after a 45-day period following identification of such dispute, the calculations shall be verified by the Chief Actuary, Retirement, of AON Xxxxxx (the “Chief Actuary”). The decision of the Chief Actuary shall be final, binding and conclusive on Seller and Parent. Seller and Parent shall share equally the costs of the Chief Actuary incurred in connection with its determination pursuant to this Section 5.2, but may not participate in both plans. 5.36.3(e). No later than Any amounts that the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP Chief Actuary determines are required to be amended, to the extent necessary, in order to (ipaid as a result of its determination under this Section 6.3(e) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) paid within 30 days following the Effective Chief Actuary’s determination (plus interest at the Interest Rate for the period from the Closing Date if through the date of such loan would not otherwise be payable within such ninety (90) day periodpayment).

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as (a) As of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this SectionClosing, the term "locked and frozen" means that Executive Seller will cause Employees and Transferred Employees who are plan participants shall retain to fully vest in their accrued benefits under the RTA Pension Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan and Rio Tinto SERP as the Xxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan (collectively, the "Retirement Plans"). Neither Purchaser nor any of the Effective Date but no additional benefit accruals its Affiliates will assume any liabilities or obligations with respect to service on and the Retirement Plans, which will be retained by Seller. As soon as practicable after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective DateClosing, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law and the terms of the Retirement Plans, Seller will permit distributions to have Employees of their interest vested benefits under the Retirement Plans. With respect to Retirement Plans from which distributions are to be made, Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the meaning of Section 402(f)(2) of the Code) of the amounts distributed from the Retirement Plans to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent distributions are not permitted under Law, Purchaser and Seller will take such mutually agreed upon action with respect to Employees' plan accounts, whether that be a spin-off, trustee-to-trustee transfer to a plan maintained by Purchaser or any of its Affiliates, or retention in the RTA Savings Plan, including Retirement Plans for eventual distribution pursuant to the terms of such plan. All distributions under any participant loan balances, rolled over Retirement Plan which is a defined benefit plan will satisfy all requirements for funding as are required by Law giving effect to a savings plan established or maintained the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by the CPE Group at the discretion terms of the participantXxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan. (b) Seller will, and will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer to Purchaser, or one of Purchaser's Affiliates, the Canadian Pension Plan and the Canadian Pension Plan assets and liabilities (including obtaining all required governmental and third party consents). As To the extent such a transfer is not permitted by the terms of the Effective DateCanadian Pension Plan or applicable Law, all employee contributions Seller and Purchaser will permit distributions or make other arrangements as are contemplated with respect to Retirement Plans by the Executive Employees third and the Transferred Employees and obligations fourth sentences of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodSection 6.1.3(a).

Retirement Plans. 5.1. All benefits accrued on or before (a) As of the Effective Date in respect of all Executive Closing, Seller will cause Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Closing Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain to be fully vested in their accrued benefits under the RTA Pension Plan and Rio Tinto SERP Retirement Plans, as defined in Section 1.2(b)(vii). As of the Effective Date but Closing, Seller will no additional benefit accruals longer accept contributions to the 401(k) Plan with respect to service any Hired Employees and Seller will no longer match employee contributions to the 401(k) Plan with respect to any Hired Employees. Neither Purchaser nor any of its Affiliates will assume any liabilities or obligations with respect to the Retirement Plans, which will be retained by Seller, or with respect to any claims made with respect to benefits allegedly payable thereunder. (b) The following provisions shall apply with respect to the Sheet Metal Workers' National Pension Fund (the "Multiemployer Pension Plan") to which Seller contributes pursuant to the applicable collective bargaining agreements so that the transfer of the Acquired Assets shall be covered under Section 4204 of ERISA and shall not be deemed a complete or partial withdrawal under Title IV of ERISA: (1) Effective on and after the Effective Date will be provided Closing Date, Purchaser or one of its Affiliates shall contribute to the Multiemployer Pension Plan for substantially the same number of contribution base units for which Seller had an obligation to contribute under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Planapplicable collective bargaining agreement. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees (2) Purchaser and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA Seller shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide prior to the Closing Date, jointly inform the Multiemployer Pension Plan in writing of their intention that the Executive Employees and Transferred Employees shall sale of assets hereunder be fully vested in their accounts under such plans covered by Section 4204 of ERISA, and (ii) permit immediately upon signing of this Agreement, use their best efforts to demonstrate jointly to the satisfaction of the Multiemployer Pension Plan that no Purchaser's bond or escrow is required under Section 4204( a)(1)(B) of ERISA and the regulations promulgated thereunder, and that Seller's secondary liability under Section 4204( a)(1)(C) of ERISA should be waived. If after reasonable such individuals efforts, Purchaser and Seller are unable to elect so demonstrate to the satisfaction of the Multiemployer Pension Plan, the Purchaser shall , within ten (10) days of receiving such determination from the Multiemployer Pension Plan, but in no event later than December 31, 1999, provide to the Multiemployer Pension Plan a bond issued by a corporate surety company that is an acceptable surety for purposes of ERISA Section 412, or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Pension Plan, in an amount equal to the greater of: (i) the average annual contribution required to be made by Seller with respect to the operations of the Business covered under the Multiemployer Pension Plan for the three plan years preceding the plan year in which the Closing Date occurs, or (ii) the annual contribution that Seller was required to make with respect to the operations of the Business under the Multiemployer Pension Plan for the last plan year before the plan year in which the Closing Date occurs. Such bond or escrow shall be maintained by Purchaser for a period of five plan years commencing with the first plan year beginning after the Closing Date. The bond or escrow shall be paid to the Multiemployer Pension Plan if the Purchaser withdraws from such plan, or fails to make a contribution to such plan when due, at any time during the first five plan years beginning after the Closing Date. (3) If during the first five plan years beginning after the Closing Date, the Purchaser withdraws in a complete or partial withdrawal with respect to the operations of the Business covered by the Multiemployer Pension Plan, Seller will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Pension Plan with respect to such operations (but for ERISA Section 4204) if the liability of the Purchaser with respect to the Multiemployer Pension Plan is not paid. In lieu of incurring such secondary liability, Seller shall have the right in its discretion to pay any withdrawal liability of Purchaser in the event it deems it in its best interests to do so. (4) Purchaser shall provide written notice to Seller within thirty (30) days prior to any request by Purchaser to the Pension Benefit Guaranty Corporation (PBGC) of a request for a variance from the bond or escrow requirement set forth in Section 6.3(b)(2). Purchaser and Seller shall jointly inform the PBGC in writing of their intention that the sale of assets hereunder be covered by Section 4204 of ERISA, and use their best efforts to demonstrate jointly to the satisfaction of the PBGC that no Purchaser's bond or escrow is required under Section 4204(a)(1)(B) of ERISA and the regulations promulgated thereunder, and that Seller's secondary liability under Section 4204( a)(1)(C) should be waived. If the PBGC fails to grant a variance both with respect to the bond or escrow requirement as to Purchaser and as to the secondary liability of Seller, Purchaser shall continue to maintain the bond or escrow required under Section 6.3(b)(2) until the end of the five plan year period specified therein. (5) Purchaser agrees to require the surety bonding company or escrow agent to give Seller notice within thirty days after the failure to timely pay any premium on any bond required under Section 6.3(b)(2), or any other default on any such bond or escrow within the first five plan years of the Multiemployer Pension Plan immediately following the Closing Date. (6) Purchaser agrees to indemnify and hold harmless Seller for any withdrawal liability imposed by the Multiemployer Pension Plan in connection with the transactions described in this Agreement and from and against any liability, damages, cost or expense that Seller may incur as a result of Purchaser's failure to timely post a bond or escrow funds, if required by the Multiemployer Pension Plan, or as a result of Purchaser's failure to timely pay any premium on such bond or Purchaser's default for any other reason with respect to its obligation to provide such bond or escrow such funds. (7) Purchaser shall provide to the Multiemployer Pension Plan or the PBGC any security required in the event of Purchaser's liquidation or distribution of all or substantially all of its assets during the five plan year period. (8) If all, or substantially all, of Seller's assets are distributed, or if the Seller is liquidated, before the end of the five plan year period, then Seller shall provide a bond or amount in escrow to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained required by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodMultiemployer Pension Plan.

Retirement Plans. 5.1(a) The Bank currently maintains the Iberville Bank 401(k) Plan (the “401(k) Plan”) and the Group Pension Plan For Employees of Iberville Bank (the “Pension Plan”). All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension The 401(k) Plan and the Rio Tinto SERP shall Pension Plan are herein referred to collectively as the “Retirement Plans.” The Company agrees to cause the Bank and its Subsidiaries to take all steps necessary to terminate the Retirement Plans, such terminations to be "locked subject to the consummation of the Transactions and frozen" effective as of the Effective Date day immediately prior to the Closing. (b) The Company shall cause Bank and its ERISA Affiliates, as necessary, to (i) fully fund the Companies shall retain sole liability for Pension Plan prior to Closing cost in the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, amount necessary to terminate the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits Pension Plan under the RTA Pension Benefit Guaranty Corporation (“PBGC”) standardized termination process, (ii) to make all filings and provide all notices required to complete the termination of the Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA PBGC standard termination process, and (iii) if, in the reasonable opinion of the independent accounting firm of the Company or the Bank, allowed under GAAP, accrue on the financial statements of the Bank a liability in an amount reasonably calculated to be sufficient to satisfy the Bank’s obligation for all benefits due to participants under the Pension PlanPlan on a termination basis. The termination of the Pension Plan is to be effective on such date as to allow for completion of the standard termination process prior to Closing; provided, however, if it is determined to be in the best interest of the participants in the Pension Plan to obtain a favorable determination letter from the IRS in connection with the termination, completion of the standard termination process may be delayed until receipt of such favorable determination letter. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions (c) The termination of the RTA Retiree Benefits in common with 401(k) Plan shall be effective no later than the day immediately preceding the Closing. The Company shall cause the Bank and its Subsidiaries to make all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any contributions due under the terms of the Companies and have attained at least age 55, in each case, as 401(k) Plan through the date of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibilitysuch termination. At the time request of retirementBuyer, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA Company shall cause the RTA Savings Bank and its ERISA Affiliates, as necessary, to authorize the filing of the 401(k) Plan with the IRS for a determination letter as to the effect of the termination on the qualified status of the 401(k) Plan, Rio Tinto NQ Savings and Buyer shall be responsible for payment of the application fee in connection therewith. The assets of the 401(k) Plan shall be distributed to the participants in accordance with the terms thereof as soon as administratively feasible after the termination and, if applicable, receipt of a favorable determination letter from the IRS. (d) The Company agrees to cause the Bank and Rio Tinto NQIPP its ERISA Affiliates, as necessary, to adopt, or cause to be amendedadopted, to the extent necessary, in order resolutions of their respective Boards of Directors to (i) provide that terminate the Executive Employees Retirement Plans in accordance with the preceding provisions and Transferred Employees shall be fully vested in their accounts under such plans and at Buyer’s cost; (ii) permit such individuals to elect fully vest the account balances of the affected participants in the Retirement Plans to the extent permitted by Law to have their interest in not previously vested, no later than the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion date of the participant. As respective terminations; (iii) appoint a committee (“Administrative Committee”) to serve as plan administrator of each Retirement Plan from and after the effective date of the Effective DateClosing; (iv) amend the Retirement Plans, as necessary, to accomplish the termination and reserve to the Administrative Committee the power to further amend the Retirement Plans following the date of termination to the extent necessary to comply with all employee contributions by applicable Laws or to facilitate the Executive Employees termination thereof; and (v) provide for the Transferred Employees distribution of benefits from the Retirement Plans in accordance with the respective terms thereof and obligations of any of as permitted under applicable Law. To the Companies to make contributions in respect of such employees (other than in respect to periods extent not completed prior to the Effective Date) under Closing, the RTA Savings Plan shall cease. The Companies Administrative Committee will not require any Executive Employee or Transferred Employees be responsible for the termination, allocation and distribution of plan assets, related notices and reporting responsibilities to repay any participant loan balances earlier than ninety (90) days following the Effective Date IRS, Department of Labor, PBGC and other government entities, if such loan would not otherwise be payable within such ninety (90) day periodany.

Retirement Plans. 5.1Section 5.01. All benefits accrued on or before the 401(k) Plan. (a) Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Benefits Commencement Date, each Lithium Participant who participates in the Parent 401(k) Plan as of immediately prior to the Benefits Commencement Date (i) will cease active participation in the Parent 401(k) Plan and the Companies shall retain sole liability for the payment of such benefits as and when such participants (ii) will become eligible under such plansto participate in the Lithium 401(k) Plan. For purposes the avoidance of this Sectiondoubt, all employee pre-tax deferrals and employer contributions with respect to the term "locked Lithium Participants will be made to the Lithium 401(k) Plan on and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under following the RTA Pension Plan and Rio Tinto SERP Benefits Commencement Date. (b) Effective as of the Distribution Effective Date but no additional benefit accruals with respect Time, each Lithium Participant will become eligible to service on and after the Effective Date will be provided elect a distribution of his or her account balance under the respective plans following Parent 401(k) Plan, including a voluntary “rollover distribution” of such Lithium Participant’s eligible account balance under the Effective Date. No later Parent 401(k) Plan (other than any participant loans) to either the Effective DateLithium 401(k) Plan or an Individual Retirement Account (or, for the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in avoidance of doubt, such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall Lithium Participant may otherwise continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes maintain his or her account under the Parent 401(k) Plan in accordance with the RTA Pension terms of the Parent 401(k) Plan. 5.2. Subject ), as determined by each such Lithium Participant; provided that any portion of such Lithium Participant’s account balance under the Parent 401(k) Plan to be “rolled over” to the right Lithium 401(k) Plan must be done in the form of RTA to amendcash (i.e., modify, terminate no in-kind or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date Parent Common Stock transfers will be treated as if they had retired permitted). In the event that a Lithium Participant makes a voluntary election to rollover such Lithium Participant’s account balance from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject Parent 401(k) Plan to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefitsLithium 401(k) Plan, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject Company agrees to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings PlanLithium 401(k) Plan to accept such rollover, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law applicable Law. (c) Subject to have their interest participant rollovers as provided for in ‎Section 5.01(b) above, all Liabilities under the Parent 401(k) Plan (whether relating to Parent Participants or Lithium Participants), including with respect to participant loans, will be retained by Parent and will constitute Parent Retained Employee Liabilities; provided that any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the RTA Savings Parent 401(k) Plan during the period, if any, between the Separation Date and the Benefits Commencement Date (the “Benefits Transition Period”) shall be assumed by the Lithium Group and constitute Lithium Assumed Employee Liabilities, which shall be reimbursed by the Company to the Parent Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, there will be no trust-to-trust transfer of any Assets or Liabilities from the Parent 401(k) Plan to the Lithium 401(k) Plan. (d) From and after the Benefits Commencement Date, the applicable member of the Lithium Group shall be responsible for the administration of the Lithium 401(k) Plan, and no member of the Parent Group shall have any Liability or obligation (including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in administration obligation) with respect to periods prior to the Effective DateLithium 401(k) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodPlan.

Retirement Plans. 5.1. All benefits accrued on or before the (a) Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date Closing Date, Consumers will cause New Anchor to assume sponsorship of the Seller Defined Benefit Plans, (and shall assume the liability for any required contributions with respect thereto accrued but not paid as of or prior to the Closing Date) and the Companies shall retain sole liability for Seller Defined Contribution Plans, as well as the payment of such benefits as and when such participants become eligible under trusts maintained in connection with such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants New Anchor shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive from Seller, within a reasonable time after the RTA Retiree BenefitsClosing Date, such pertinent data or information as New Anchor may reasonably require to determine the service and accrued benefits (or account balances, as the case may be) of participants and former participants in the Seller Defined Benefit Plans and the Seller Defined Contribution Plans. (b) Effective as of the Closing Date, Consumers will cause New Anchor to assume sponsorship of the Anchor Glass Container Corporation Non-Qualified Additional Credited Service and ERISA Excess Plan and the Diamond Bathhurst Inc. Preferred Compensation Plan, as well as the "rabbi trust" maintained in connection therewith. Subject New Anchor shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as New Anchor may reasonably require to determine the service and accrued benefits of participants and former participants in such Plans. (c) Seller contributes to the right Multiemployer Plans listed on Schedule 3.13(d). In connection with their assumption of the CPE Group collective bargaining agreements, OI will assume and Consumers will cause New Anchor to amendassume, modifyin such proportions as Buyers shall jointly advise Seller, terminate effective as of the Closing Date, Seller's obligations to contribute to the Multiemployer Plans. Accordingly, to avoid the imposition of any withdrawal liability on Seller, OI or otherwise change New Anchor, as the case may be, shall, in the aggregate: (A) contribute to each Multiemployer Plan for substantially the same number of contribution base units for which Seller has an obligation to contribute prior to the Closing Date; (B) provide to each Multiemployer Plan for a period of five plan years commencing with the first plan year beginning after the Closing Date, a bond to be obtained by each Buyer or New Anchor issued by a corporate surety corporation, or a sum to be provided by each Buyer or New Anchor held in escrow by a bank or similar financial institution, or an irrevocable letter of credit to be obtained by each Buyer or New Anchor, equal to the greater of (I) the average annual contribution required to be made by Seller under the Multiemployer Plans for the three plan years preceding the plan year in which the Closing Date occurs or (II) the annual contribution that Seller was required to make under each Multiemployer Plan for the last plan year prior to the plan year in which the Closing Date occurs, or shall obtain a waiver of the requirements to provide any of the foregoing or shall comply with alternatives acceptable to the Multiemployer Plan or Plans, in order to ensure compliance with Section 4204 of ERISA. Each Buyer and New Anchor shall cooperate with Seller to obtain a waiver of the bond, escrow or letter of credit requirement set forth above. If at any time during the first five plan years beginning after the Closing Date, the applicable Buyer or New Anchor withdraws from, or fails to make a required contribution to one of the Multiemployer Plans, the bond, escrow, or letter of credit obtained by such Buyer or New Anchor with respect to such Multiemployer Plan, if any, shall be paid to such Multiemployer Plan. Notwithstanding any other provision hereof, the obligations of each Buyer and New Anchor under this Section 9.01(c) are limited to the extent necessary to comply with Section 4204 of ERISA. If a Buyer or New Anchor effects a complete or partial withdrawal from a Multiemployer Plan during the first five plan years following the Closing Date and such Buyer or New Anchor fails to make any withdrawal liability payment to the Multiemployer Plan when due, then Seller shall be secondarily liable to the Multiemployer Plan for any unpaid withdrawal liability to the extent that Seller would have incurred such liability following the Closing Date had such Buyer or New Anchor not agreed to the provisions of its retiree benefitsthis Section. Seller's obligations set forth in this paragraph shall continue with respect to events that occurred prior to the last day of the five plan year period referred to in this Section 9.01(c) (regardless of when notice of such liability is received by any of the Buyers, New Anchor or Seller). Any of the CPE Group will offer retiree health benefits Buyers, New Anchor or Seller shall promptly notify the other parties of any demand for all Executive Employees payment of withdrawal liability received by any of the Buyers, New Anchor or Seller within five years from the Closing Date. Buyers and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirementSeller agree to take, and subject Consumers agrees to Section 4.2cause New Anchor to take, Executive Employees and Transferred Employees who all such further action as may be necessary to satisfy the age and service sale of assets exception requirements set forth in the first sentence Section 4204 of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plansERISA. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.

Retirement Plans. 5.1. All benefits accrued To assure compliance with the Internal Revenue Code, the Employee Retirement Income Security Act and other related federal regulations, CLIENT certifies that it has properly disclosed the following to OASIS on the required Retirement Plan Questionnaire: (1) any retirement plans currently or before previously maintained by the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in CLIENT or any related entities (within the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as meaning of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this SectionInternal Revenue Code sections 414(h), the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as 414 (c)); (2) listed all of the Effective Date but no additional benefit accruals with respect owners, officers and shareholders (to service on identify those highly compensated and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies key employees for purposes of eligibilitydiscrimination and top heavy testing); (3) listed/entered any family relationships for owners, officers and shareholders with Assigned Employees. At In the time of retirementevent that CLIENT has failed to properly identify and/or properly complete the Retirement Plan Questionnaire, CLIENT agrees to unconditionally hold harmless, indemnify, protect and defend OASIS and OASIS Indemnified Parties or any and all liabilities arising therefrom. Prior to CLIENT merging its retirement plan into the qualified OASIS retirement plan or prior to CLIENT transferring assets from its qualified retirement plan into OASIS' retirement plan, CLIENT understands and agrees that OASIS shall have the right to inspect all retirement plan documents, records, IRS determinations, etc. for compliance with the law. If CLIENT maintained a retirement plan during the plan year (January 1 though December 31) prior to merging its retirement plan with OASIS' retirement plan, CLIENT agrees to provide OASIS with all required information (including but not limited to Box 1 wages and Assigned Employee deferrals, employer matches, and contributions, etc.) prior to merging its retirement plan with OASIS' retirement plan so OASIS may conduct discrimination testing on a combined basis for the first plan year Due Diligence Compliance review. CLIENT agrees that in the event OASIS' retirement plan as adopted by CLIENT becomes top heavy as defined by the prevailing Internal Revenue Code and/or regulations, CLIENT will be solely responsible for making a contribution to non-key employees to satisfy the top heavy test, or CLIENT participants may be subject to Section 4.2returned deferrals. In addition, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth CLIENT further warrants that no covered Assigned Employee is receiving compensation from CLIENT that is not paid by OASIS. CLIENT understands that any payment made to any Assigned Employee outside this Agreement may result in the first sentence OASIS retirement plan being disqualified. Should OASIS retirement plan be disqualified as a result of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.CLIENT failing to

Retirement Plans. 5.1. All benefits accrued on or before (a) Notwithstanding any other provision of this Agreement, New HEC shall continue coverage under the contributory portion of the HEC Non-Bargaining Retirement Plan (the "Non-Bargaining Plan"), as in effect immediately prior to the Merger Effective Date in respect of Time, for all Executive Employees and Transferred HEC Employees who are contributory participants in such plan as of the RTA Pension date hereof, or, following the first anniversary of the Merger Effective Time, provide coverage under a successor plan having terms and conditions that are no less favorable to any such participant than the contributory portion of the Non-Bargaining Plan until the fifth anniversary of the Merger Effective Time, as applicable, except for amendments to the contributory portion of the Non-Bargaining Plan to the extent required to comply with Applicable Law or to maintain the qualification of the plan under Section 401 of the Code. (b) Effective December 1, 2001, HEC amended the Non-Bargaining Plan to provide for a cash balance benefit feature pursuant to which non-contributory participants as of the Merger Effective Time shall be entitled to an accrued benefit equal to the greater of: (i) the amount calculated under the cash balance provisions or (ii) the amount calculated under the non-contributory provisions as in effect immediately prior to the Merger Effective Time. If, prior to the Merger Effective Time, HEC has not obtained a favorable determination from the Internal Revenue Service regarding the qualification of the Non-Bargaining Plan, as amended, New HEC shall use commercially reasonable efforts to obtain such a determination from the Internal Revenue Service. (c) The Non-Bargaining Plan, and the HEC Salaried Excess Benefit Plan (the "Excess Plan") shall be amended, effective as of the Merger Effective Time and to the fullest extent permitted by Applicable Law (including any requirements to maintain the qualification of such plan with Section 401 of the Code), to provide that each HEC Employee who (i) is a participant in the contributory portion of the Non-Bargaining Plan as of such date, (ii) is identified within one year of the Merger Effective Time for layoff which arises directly from the transactions contemplated by the Transaction Documents (collectively, the "Transaction"), (iii) is laid off within two years following the Merger Effective Time, and (iv) is entitled to receive severance benefits under the Special Severance Appendix to the HEC Employment Transition Assistance Plan, shall have a right to receive an enhanced lump sum payment equal to the actuarial present value of the accrued benefit payable under the Non-Bargaining Plan and the Rio Tinto SERP Excess Plan, as applicable, as if such HEC Employee had grown into his or her earliest unreduced retirement date (e.g., "Magic 75") assuming that he or she had continued employment with HEC through such date. New HEC shall be "locked and frozen" as use its commercially reasonable efforts to obtain a favorable determination under Section 401 of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals Code with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Planamendment. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as (a) As of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this SectionClosing, the term "locked and frozen" means that Executive Seller will cause Employees and Transferred Employees who are plan participants shall retain to fully vest in their accrued benefits under the RTA Collins & Aikman Corporation Employees' Profit Sharing and Personal Saxxxxx Xlan (xxx "Savings Plan") and the Collins & Aikman Corporation Employees' Pension Account Plan and Rio Tinto SERP (the "Penxxxx Xxan" xxx, together with the Savings Plan, the "Retirement Plans"). Except as provided in Section 6.1.3(b), neither Purchaser nor any of the Effective Date but no additional benefit accruals its Affiliates will assume any liabilities or obligations with respect to service on and the Retirement Plans, which will be retained by Seller. As soon as practicable after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective DateClosing, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law and the terms of the Pension Plan, Seller will permit distributions to have Employees of their interest accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the meaning of Section 402(f)(2) of the Code) of the amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent distributions from the Pension Plan are not permitted under Law, Purchaser and Seller will take such mutually agreed upon action with respect to Employees' benefits, whether that be a spin-off, trustee-to-trustee transfer to a plan maintained by Purchaser or any of its Affiliates, or retention in the RTA Pension Plan for eventual distribution pursuant to the terms of such plan. All distributions under the Pension Plan will satisfy all requirements for funding as are required by Law giving effect to the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by the terms of the Pension Plan. (b) As soon as reasonably practicable following the Closing, Seller will cause the trustee of the Savings Plan to transfer the account balances of Employees and Former Employees to the trustee of a qualified defined contribution plan maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the extent any portion of an account balance represents a participant loan, in which case the participant's loan obligation will be transferred to the trustee of Purchaser's Plan. The assets transferred from the Savings Plan to Purchaser's Plan will be equal to the account balances of the transferring Employees and Former Employees as of the valuation date immediately preceding the date of transfer. No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller have received such assurances as are reasonable that the applicable provisions of the Code have been satisfied. Purchaser will take such action as may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the transfer with an initial account balance that is at least equal to the account balance transferred with respect to such Employee and Former Employee from the Savings Plan, and to provide all benefits protected by law, including any participant loan balancesoptional forms of benefit. (c) Purchaser and Seller will, rolled over and Seller will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer the sponsorship of the Canadian Pension Plan to Purchaser, or one of Purchaser's Affiliates (including obtaining all required governmental and third party consents). To the extent such a savings plan established or maintained transfer is not permitted by the CPE Group at the discretion terms of the participant. As of Canadian Pension Plan or applicable Law, Seller and Purchaser will permit distributions or make other arrangements in the Effective Date, all employee contributions same manner as contemplated with respect to Pension Plan by the Executive Employees third and the Transferred Employees and obligations fourth sentences of any of the Companies Section 6.1.3(a), subject to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodapplicable law.

Retirement Plans. 5.1. All benefits accrued on (i) Prior to, or before contemporaneous with, Closing, Sellers shall cause the Effective Date in respect of all Executive Employees and Transferred Employees Company to establish the RSC 401(k) Plan for participants who are not covered by a collective bargaining agreement, and the RSC 401(k) Union Savings Plan for participants who are covered by a collective bargaining agreement (collectively the "Business Defined Contribution Plans"), and the terms of the Business Defined Contribution Plans shall be substantially identical to the ACNA 401(k) Plan (the "Seller Defined Contribution Plan"), except that only Business Employees shall be eligible to be participants in the RTA Business Defined Contribution Plans. Prior to or contemporaneous with the Closing, the participation of each Business Employee in the ACNA 401(k) Plan shall cease, and the account of each Business Employee, including any notes evidencing loans under the Seller Defined Contribution Plan, shall be transferred in kind directly to the appropriate Business Defined Contribution Plan. Subsequent to the transfer of the accounts of the Business Employees from the Seller Defined Contribution Plan to the Business Defined Contribution Plans, and not later than Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Seller Defined Contribution Plan. (ii) Prior to, or contemporaneous with, Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Atlas Copco Pension Plan. All participants in the Atlas Copco Pension Plan and (the Rio Tinto SERP shall be "locked and frozen" Pension Plan") as of the Effective Closing Date and shall remain participants on the Companies shall retain sole liability for same basis as immediately prior to Closing, except that the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as participation of the Effective Date but no additional benefit accruals with respect Business Employees covered by the collective bargaining agreement between RSC, or its predecessors, and Local 324 of the International Union of Operating Engineers (the "Local 324 CBA") shall be terminated prior to service on Closing. From and after Closing, ACAB shall indemnify and hold harmless the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan Investor Indemnified Parties from and against any liability related to ensure that all Executive Employees and Transferred Employees who are participants in such plans as any modification or renegotiation of the Effective Date shall become fully vested Local 324 CBA in their accrued benefits. Following connection with the Effective Date termination of the Executive Employees and Transferred Employees who participate participation of the members of that bargaining unit from participation in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Atlas Copco Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with (iii) The Sellers shall make all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service required filings with the Companies for purposes of eligibility. At the time of retirementPBGC in connection with transactions contemplated in Section 7.4(e)(ii) and shall, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under Closing, take all reasonable steps necessary to avoid any action by the RTA Savings Plan shall ceasePBGC to terminate the Pension Plan. The Companies will not require Sellers shall keep the Investors timely and fully informed regarding any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following communications and discussions with the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodPBGC regarding the foregoing.

Retirement Plans. 5.1. All benefits accrued on or before the (a) Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date Closing Date, Buyer will assume sponsorship of the Seller Defined Benefit Plans (and shall assume the liability for any required contributions with respect thereto accrued but not paid as of or prior to the Closing Date) and the Companies shall retain sole liability for Seller Defined Contribution Plans, as well as the payment of such benefits as and when such participants become eligible under trusts maintained in connection with such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants Buyer shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive from Seller, within a reasonable time after the RTA Retiree BenefitsClosing Date, such pertinent data or information as Buyer may reasonably require to determine the service and accrued benefits (or account balances, as the case may be) of participants and former participants in the Seller Defined Benefit Plans and the Seller Defined Contribution Plans. (b) Effective as of the Closing Date, Buyer will assume sponsorship of the Anchor Glass Container Corporation Non-Qualified Additional Credited Service and ERISA Excess Plan and the Diamond-Bathhurst Inc. Preferred Compensation Plan, as well as the "rabbi trust" maintained in connection therewith. Subject Buyer shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as Buyer may reasonably require to determine the service and accrued benefits of participants and former participants in such Plans. (c) Seller contributes to the right Multiemployer Plans listed on Schedule 3.13(d). In connection with Buyer's assumption of the CPE Group collective bargaining agreements. Buyer will assume, effective as of the Closing Date, Seller's obligations to amendcontribute to the Multiemployer Plans. Accordingly, modifyto avoid the imposition of any withdrawal liability on Seller, terminate Buyer shall: (A) contribute to each Multiemployer Plan for substantially the same number of contribution base units for which Seller has an obligation to contribute prior to the Closing Date; (B) provide to each Multiemployer Plan for a period of five plan years commencing with the first plan year beginning after the Closing Date, a bond to be obtained by the Buyer issued by a corporate surety corporation, or otherwise change a sum to be provided by Buyer held in escrow by a bank or similar financial institution, or an irrevocable letter of credit to be obtained by Buyer, equal to the greater of (I) the average annual contribution required to be made by Seller under the Multiemployer Plans for the three plan years preceding the plan year in which the Closing Date occurs or (II) the annual contribution that Seller was required to make under each Multiemployer Plan for the last plan year prior to the plan year in which the Closing Date occurs, or shall obtain a waiver of the requirements to provide any of the foregoing or shall comply with alternatives acceptable to the Multiemployer Plan or Plans, in order to ensure compliance with Section 4204 of ERISA. Buyer shall cooperate with Seller to obtain a waiver of the bond, escrow or letter of credit requirement set forth above. If at any time during the first five plan years beginning after the Closing Date, Buyer withdraws from, or fails to make a required contribution to one of the Multiemployer Plans, the bond, escrow, or letter of credit obtained with respect to such Multiemployer Plan, if any, shall be paid to such Multiemployer Plan. Notwithstanding any other provision hereof, Buyer's obligations under this Section 9.01(c) are limited to the extent necessary to comply with Section 4204 of ERISA. If Buyer effects a complete or partial withdrawal from a Multiemployer Plan during the first five plan years following the Closing Date and the Buyer fails to make any withdrawal liability payment to the Multiemployer Plan when due, then Seller shall be secondarily liable to the Multiemployer Plan for any unpaid withdrawal liability to the extent that Seller would have incurred such liability following the Closing Date had Buyer not agreed to the provisions of its retiree benefits, this Section. Seller's obligations set forth in this paragraph shall continue with respect to events that occurred prior to the CPE Group will offer retiree health benefits last day of the five plan year period referred to in this Section 9.01(c) (regardless of when notice of such liability is received by either Buyer or Seller). Either Buyer or Seller shall promptly notify the other party of any demand for payment of withdrawal liability received by Buyer or Seller within five years from the Closing Date. Buyer and Seller agree to take all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will such further action as may be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject necessary to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service sale of assets exception requirements set forth in the first sentence Section 4204 of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plansERISA. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as (a) As of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this SectionClosing, the term "locked and frozen" means that Executive Seller will cause Employees and Transferred Employees who are plan participants shall retain to fully vest in their accrued benefits under the RTA Xxxxxxx & Xxxxxx Corporation Employees' Profit Sharing and Personal Savings Plan (the "Savings Plan") and the Xxxxxxx & Xxxxxx Corporation Employees' Pension Account Plan and Rio Tinto SERP (the "Pension Plan" and, together with the Savings Plan, the "Retirement Plans"). Except as provided in Section 6.1.3(b), neither Purchaser nor any of the Effective Date but no additional benefit accruals its Affiliates will assume any liabilities or obligations with respect to service on and the Retirement Plans, which will be retained by Seller. As soon as practicable after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective DateClosing, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law and the terms of the Pension Plan, Seller will permit distributions to have Employees of their interest accrued benefits under the Pension Plan. Purchaser will, or will cause one of its Affiliates to, take all action necessary to cause one or more qualified retirement plans maintained by Purchaser or any one of its Affiliates to accept an eligible rollover distribution (within the meaning of Section 402(f)(2) of the Code) of the amounts distributed from the Pension Plan to each Employee who shall become an employee of Purchaser's affiliated group and a rollover contribution (within the meaning of Section 408(d)(3) of the Code) with respect to such amounts. To the extent distributions from the Pension Plan are not permitted under Law, Purchaser and Seller will take such mutually agreed upon action with respect to Employees' benefits, whether that be a spin-off, trustee-to-trustee transfer to a plan maintained by Purchaser or any of its Affiliates, or retention in the RTA Pension Plan for eventual distribution pursuant to the terms of such plan. All distributions under the Pension Plan will satisfy all requirements for funding as are required by Law giving effect to the transactions contemplated by this Agreement. Seller represents and warrants that distributions to Employees as contemplated by this Section 6.1.3 are permitted by the terms of the Pension Plan. (b) As soon as reasonably practicable following the Closing, Seller will cause the trustee of the Savings Plan to transfer the account balances of Employees and Former Employees to the trustee of a qualified defined contribution plan maintained by Purchaser or any one of its Affiliates ("Purchaser's Plan"). Such transferred account balances will be made in cash except to the extent any portion of an account balance represents a participant loan, in which case the participant's loan obligation will be transferred to the trustee of Purchaser's Plan. The assets transferred from the Savings Plan to Purchaser's Plan will be equal to the account balances of the transferring Employees and Former Employees as of the valuation date immediately preceding the date of transfer. No transfer of assets to Purchaser's Plan will occur until Purchaser and Seller have received such assurances as are reasonable that the applicable provisions of the Code have been satisfied. Purchaser will take such action as may be necessary to cause Purchaser's Plan to provide each such Employee and Former Employee after the transfer with an initial account balance that is at least equal to the account balance transferred with respect to such Employee and Former Employee from the Savings Plan, and to provide all benefits protected by law, including any participant loan balancesoptional forms of benefit. (c) Purchaser and Seller will, rolled over and Seller will cause Imperial Canada to, take all steps as are necessary or reasonably requested by Purchaser, to transfer the sponsorship of the Canadian Pension Plan to Purchaser, or one of Purchaser's Affiliates (including obtaining all required governmental and third party consents). To the extent such a savings plan established or maintained transfer is not permitted by the CPE Group at the discretion terms of the participant. As of Canadian Pension Plan or applicable Law, Seller and Purchaser will permit distributions or make other arrangements in the Effective Date, all employee contributions same manner as contemplated with respect to Pension Plan by the Executive Employees third and the Transferred Employees and obligations fourth sentences of any of the Companies Section 6.1.3(a), subject to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodapplicable law.

Retirement Plans. 5.1The Seller shall retain all liabilities and obligations of the Seller and its Affiliates under its “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (the “Seller’s Pension Plans”) and all assets thereunder and none of the Seller or any of its Affiliates shall have any Liability under or with respect to any “employee pension benefit plans” of the Purchaser or its Affiliates. All benefits accrued on or before the Effective Date in respect of The Seller shall cause all Executive Employees and Transferred Employees who are participants to become 100% vested in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Marconi USA Wealth Accumulation Plan (the “Marconi 401(k) Plan”) and Rio Tinto SERP as of the Effective Date but no additional benefit accruals Marconi Retirement Plan, and the Purchaser and its Affiliates shall not have any responsibility with respect to service on and after the Effective Date will be provided under Seller’s Pension Plans. The Purchaser shall cooperate with the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan Seller to ensure that all Executive Employees and provide such current information regarding Transferred Employees who are participants in such plans as permitted by law on an ongoing basis as may be necessary to facilitate payment of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired pension benefits from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree BenefitsSeller’s Pension Plans. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to To the extent necessary, in order the Seller shall cause the sponsor of the “Marconi 401(k) Plan” to (iamend the Marconi 401(k) provide that Plan to permit, after the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect Closing Date to the extent permitted by Law to have their interest in under the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion requirements of the participant. As of the Effective DateCode applicable to qualified retirement plans, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay elect to receive a distribution of benefits under the Marconi 401(k) Plan and to permit Transferred Employees to elect to roll over such amounts (including any participant loan balances earlier than ninety outstanding loans) to a defined contribution plan of the Purchaser (90“Purchaser 401(k) days following Plan”) satisfying the Effective Date if such loan would not otherwise be payable within such ninety requirements of Section 401(a) of the Code and including a cash or deferred arrangement satisfying the requirements of Section 401(k) of the Code. The Purchaser shall cause the sponsor of the Purchaser 401(k) Plan to amend the Purchaser 401(k) Plan to the extent necessary and to the maximum extent permitted by applicable law to accept rollover contributions of all amounts (90including promissory notes evidencing outstanding loans) day perioddistributed to or on behalf of Transferred Employees from the Marconi 401(k) Plan.

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "“locked and frozen" ” as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "“locked and frozen" ” means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who participate in the cash balance portion of the RTA Pension Plan shall continue to accrue additional interest credits to their cash balance accounts for benefit accrual purposes in accordance with the RTA Pension Plan. 5.2. Subject to the right of RTA to amend, modify, terminate or otherwise change the provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's ’s Retiree Benefits will have the option of choosing whether to receive benefits under RTA's ’s Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plans. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals to elect to the extent permitted by Law to have their interest in the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained by the CPE Group at the discretion of the participant. As of the Effective Date, all employee contributions by the Executive Employees and the Transferred Employees and obligations of any of the Companies to make contributions in respect of such employees (other than in respect to periods prior to the Effective Date) under the RTA Savings Plan shall cease. The Companies will not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day period.

Retirement Plans. 5.1. All benefits accrued on or before the Effective Date in respect of all Executive (1) Employees and Transferred Employees who are participants in the RTA Pension Plan and the Rio Tinto SERP shall be "locked and frozen" as of the Effective Date and the Companies shall retain sole liability for the payment of such benefits as and when such participants become eligible under such plans. For purposes of this Section, the term "locked and frozen" means that Executive Employees and Transferred Employees who are plan participants shall retain their accrued benefits under the RTA Pension Plan and Rio Tinto SERP as of the Effective Date but no additional benefit accruals with respect to service on and after the Effective Date will be provided under the respective plans following the Effective Date. No later than the Effective Date, the Companies shall amend the RTA Pension Plan to ensure that all Executive Employees and Transferred Employees who are participants in such plans as of the Effective Date shall become fully vested in their accrued benefits. Following the Effective Date the Executive Employees and Transferred Employees who Brookhaven National Laboratory (BNL) may participate in the cash balance portion defined contribution retirement plans as described in items (i) and (ii) below. With respect to the plans, the Contractor and the Department of Energy (DOE) agree as follows: The DOE will reimburse the Contractor for necessary and reasonable costs involved in implementing, administering, by the Contractor and Service providers and funding these approved retirement plans. Any change in plan benefits and/or costs not required to maintain qualification under Section 401 of the RTA Pension Internal Revenue Code will require Contracting Officer approval. The Contractor will notify the DOE of any change required solely to maintain qualification under Section 401 of the Internal Revenue Code. Provisions of this section are subject to successful negotiations with the Program’s service providers including, but not limited to investment organizations, insurance companies, etc. Further, these provisions will be subject to and superseded by any law or regulation with which they might conflict. While it is expected that this Plan will continue indefinitely, the BSA Board of Directors reserves the right to modify or discontinue them at any time, provided, however, that such modification or discontinuance shall not be applicable to this contract unless approved by the Department of Energy. Any discontinuance or modification of the Plan shall continue not affect the benefits accrued by participants prior to accrue additional interest credits the date of discontinuance or modification. (i) “Regular Retirement Plan.” BSA will provide its eligible employees with a defined contribution type retirement plan, with BSA contributions being made at the participants’ election to one or more of the following investment organizations: Teachers Insurance and Annuity Association (TIAA) and the College Retirement Equities Fund (CREF), Fidelity Investment Service Company, and the Vanguard Group. Effective 1-1-07, employees who were not participating in the plan on December 31, 2006 will be enrolled upon the earlier of (a) attainment of age 21 and the completion of one year of continuous service or (b) the attainment of age 30 and the completion of 6 months of continuous service, and is not a part-time or temporary employee. Employees who work on a part-time, temporary or irregular basis must complete 1000 hours of service each year to be credited with a year of service. Prior service credit for participation shall be given for comparable eligible service with Associated Universities Incorporated (AUI) and for employees who transfer directly to BSA from Research Foundation of State University of New York (RFSUNY), the University of Stony Brook (USB), and Battelle Memorial Institute (BMI). BSA shall contribute for each participant an amount equal to 10 percent of base pay. BSA shall make its contributions to TIAA and/or CREF, Fidelity Investments, or Vanguard in such percentages as the participant may elect. The percentages of the combined sum may be changed by the participant on a monthly basis. Contracts issued by the investment organizations as part of the Retirement Plan shall be issued to the participant. The rights and benefits of each participant shall be those set forth in the contracts. The contracts of each employee whose employment by BSA is terminated (other than by death) shall remain in force. Participants who terminate employment from BSA are entitled to have the investment organization repurchase their cash balance accounts for benefit accrual purposes contracts in accordance with the RTA Pension Plan. 5.2rules and regulations in effect at the time of termination. Subject Upon retirement, a number of annuity settlements are available to the right employee, as described in the various investment organizations’ booklets. In addition, a retirement option of RTA a lump-sum settlement up to amend, modify, terminate or otherwise change the maximum provided by the contract provisions of the RTA Retiree Benefits in common with all other affected employees, all Executive Employees and Transferred Employees who will have had at least 10 years of service with any of the Companies and have attained at least age 55, in each case, as of the Effective Date will be treated as if they had retired from the Companies as of the Effective Date and will be entitled to receive the RTA Retiree Benefits. Subject to the right of the CPE Group to amend, modify, terminate or otherwise change the provisions of its retiree benefits, the CPE Group will offer retiree health benefits for all Executive Employees and Transferred Employees from retirement through age 65. Executive Employees and Transferred Employees will be granted credit for all service with the Companies for purposes of eligibility. At the time of retirement, and subject to Section 4.2, Executive Employees and Transferred Employees who satisfy the age and service requirements set forth in the first sentence of this Section 5.2 with respect to RTA's Retiree Benefits will have the option of choosing whether to receive benefits under RTA's Retiree Benefits or pursuant to the plan established by the CPE Group pursuant to this Section 5.2, but may not participate in both plansvarious investment organizations is permitted. 5.3. No later than the Effective Date, RTA shall cause the RTA Savings Plan, Rio Tinto NQ Savings Plan and Rio Tinto NQIPP to be amended, to the extent necessary, in order to (i) provide that the Executive Employees and Transferred Employees shall be fully vested in their accounts under such plans and (ii) permit such individuals “Voluntary 401(k) Retirement Plan.” Employees may elect to elect make voluntary contributions to one or more of the 401(k) program options, to the extent permitted by Law law, in order to supplement the retirement income available to them from Social Security and from the BSA Regular Retirement Plan. Options include: a 401(k) individual accounts with Teachers Insurance Annuity Association (TIAA) and/or the College Retirement Equities Fund (CREF); and/or a 401(k) accounts invested in regulated investment companies (mutual funds). These voluntary retirement income programs, and the manner in which employee funds may be automatically transmitted to them by the Payroll Office, are described below. Contributions by Salary Reduction. The 409(a)plan allow employees to elect a deferred income tax option rather than, or in addition to, the salary deduction provision. The option allows for the deferral of income tax payments on the employee’s contributions until after the elected deferral period. Under this option, each employee may elect to have their interest in base salary reduced by an amount that is not more than the RTA Savings Plan, including any participant loan balances, rolled over to a savings plan established or maintained maximum permitted by the CPE Group at Internal Revenue Code. At the discretion election of the participant. As , the amount of the Effective Datereduction shall be transmitted by BSA, all employee on behalf of the employee, either to a TIAA and/or CREF retirement annuity, and/or to an eligible investment account, in such proportion as the participant may designate. TIAA and/or CREF retirement annuities may be purchased through the deferred income tax option as well as through the salary deduction program. The 401(k) plan allows employees who elect to make voluntary contributions through payroll deduction to invest such funds in TIAA and/or CREF retirement annuities, in such percentages as the participant may elect, to the maximum percent permitted by the Executive Employees Internal Revenue Code. These 401(k) percentages may be changed by the participant on a monthly basis. Contributions to TIAA/CREF retirement annuities purchased through payroll deduction will be in separate accounts from annuities purchased under the BSA Retirement Plan. (2) The Contractor shall submit to the DOE copies of each IRS Form 5500 and accompanying schedules, an annual accounting report and other information concerning the Transferred Employees defined contribution plans which the Contracting Officer may require. The annual accounting report shall include a development of aggregate forfeitures and obligations all plan data for individuals generating those forfeitures. Prior to the adoption of any changes to a pension plan, the Contractor shall submit the information required below, as applicable, to the Contracting Officer for approval or disapproval and a determination as to whether the costs to be incurred are consistent with the Contractor's documented Human Resources total compensation and benefits program and are deemed allowable pursuant to FAR 31.205-6, as supplemented by DEAR 970.3102- 05-6. (A) For proposed changes to pension plans and pension plan funding, an analysis of the Companies impact of any proposed changes on actuarial accrued liabilities and an analysis of relative benefit value; and, (B) The Contractor shall obtain the advance written approval of the Contracting Officer for any non-statutory pension plan changes that may increase costs or liabilities, and any proposed special programs (including, but not limited to, plan-loan features, employee contribution refunds, or ancillary benefits) and shall provide DOE with an analysis of the impact of special programs on the actuarial accrued liabilities of the pension plan, and on relative benefit value, if applicable. The Contractor shall not terminate any DOE reimbursed benefit plan without the DOE’s approval. It is the intention of the DOE not to make contributions entertain any enhancements in respect these programs after the Contractor announces the intention not to renew the Contract. Cost reimbursement for PRBs is contingent on DOE approved service eligibility requirements for PRB that shall be based on a minimum period of such employees (other continuous employment service, not less than in respect to periods 5 years, under a DOE cost reimbursement contract(s) immediately prior to the Effective Date) under the RTA Savings Plan shall ceaseretirement. The Companies will Unless required by Federal or State law, advance funding of PRBs is not require any Executive Employee or Transferred Employees to repay any participant loan balances earlier than ninety (90) days following the Effective Date if such loan would not otherwise be payable within such ninety (90) day periodallowable.