Common use of Plan Amendment Clause in Contracts

Plan Amendment. 11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 Except If you remain employed by the GTE Companies until September 30, 2002, and if any GTE tax-qualified defined benefit plan in which you participate (the "Qualified Plan") is amended after the date of this Agreement, your benefits under the SERP will be equal to the greater of the benefits determined under the terms of the Qualified Plan and the SERP in effect on the date of this Agreement or the benefits determined under the terms of the Qualified Plan in effect on the date as of which your benefits are determined (taking into account in each case the extra service credit provided by paragraph (i), above), offset by any benefits due to you from the Qualified Plan. There will be no duplication of benefits between the pension benefits prescribed by the preceding provisions of this paragraph (iv) and the pension payable from the Qualified Plan or the SERP. If your employment terminates before September 30, 2002, by reason of involuntary termination for Cause (as defined below) or by reason of your voluntary termination of employment without Good Reason (as defined below), you will not be entitled to the benefits provided by the provisions of paragraphs (i), (iii), and (iv) of this Section ("Additional Pension and Benefit Credit"). If your employment terminates before September 30, 2002, by reason of your death or Disability (as defined below), you will be credited with an extra year of service for each year for which you actually worked for Service Corp. during the Term of Employment for purposes of determining your pension benefits as well as the benefits provided by the provisions of paragraph (ii) of this Section ("Additional Pension and Benefit Credit"), but you will not be entitled to any other benefits under the preceding provisions of this Section. Notwithstanding the preceding provisions of this Section ("Additional Pension and Benefit Credit"), if you have a Qualifying Termination following a Change in Control (as those terms are defined in the Executive Severance Agreement between you and GTE Service Corp., dated June 4, 1998 (the "ESA")), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until the end of the Term of Employment, including the service credit provided in accordance with this Section, in lieu of the service credit provided by your ESA, subject to your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and Confidentiality; however, the other provisions of your ESA will not be adversely affected by this Agreement. The benefits provided by the preceding provisions of this Section ("Additional Pension and Benefit Credit") will be paid out of GTE's funded plans, out of GTE's general assets, or both, at GTE's discretion. TERMINATION PROVISIONS - o CHANGE IN CONTROL - Upon the occurrence of a Qualifying Termination following a Change in Control (as those terms are defined in your ESA) during the Term of Employment, you will be entitled to receive a pension commencing immediately, and you will receive service credit in accordance with the Section captioned "Additional Pension and Benefit Credit" in lieu of the service credit provided under your ESA. Upon the occurrence of a Qualifying Termination following a Change in Control during the Term of Employment, you also will become entitled to receive the Long-Term Retention Incentive, payable in accordance with (and on the date(s) prescribed by) the Section captioned "Long-Term Retention Incentive," subject, however, to your execution of the release prescribed by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality." Although you will not be entitled to any additional payments, benefits, or grants under this Agreement following the Qualifying Termination, you also will receive any other benefits to which you are entitled under your ESA. If you incur a Qualifying Termination after a Change in Control (as those terms are defined in your ESA) during the Term of Employment, except as provided above in this Section 11.2.2("Change in Control"), no amendment pursuant your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. By way of example, if a Qualifying Termination occurs as a result of your failure to be nominated to the Board in accordance with the Section 11.1 shall: captioned "Board of Directors" or other Good Reason (Aas that term is defined in your ESA), except as provided above in this Section, your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. If the preceding provisions of this Section ("Change in Control") authorize apply, you will not be entitled to payments or benefits under the following Sections that address termination of employment under other circumstances. o VOLUNTARY TERMINATION BY YOU - You may terminate your employment under this Agreement at any part time by giving the CEO(s) written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination (such period not to include vacation). The termination will automatically become effective upon the expiration of the Trust Fund 30-day notice period. Upon the effective date of such termination, your base salary and any other GTE benefits will cease to be used foraccrue, or diverted to, purposes other than for you will forfeit all unvested stock options and the exclusive benefit then-unvested portion of Participants or their Beneficiaries; your Account Balance (B) decrease as defined in the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirementSection captioned "Long-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insuranceTerm Retention Incentive"), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment and you will forfeit all rights under this Agreement which as of the later relevant date have not yet been earned under this Agreement. A termination of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution employment in accordance with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding("Voluntary Termination by You"), including retirement, will be deemed a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8)"Voluntary Termination."

Plan Amendment. 11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; . An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age).; (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted;: (ii) 60 days after the amendment becomes effective; or or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 11.2.1. Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical medial benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at a least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 11.2.2. Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 Except If you remain employed by the GTE Companies until September 30, 2002, and if any GTE tax-qualified defined benefit plan in which you participate (the "Qualified Plan") is amended after the date of this Agreement, your benefits under the GTE Supplemental Executive Retirement Plan or any successor thereto (the "SERP") will be equal to the greater of the benefits determined under the terms of the Qualified Plan in effect on the date of this Agreement or the benefits determined under the terms of the Qualified Plan and the SERP in effect on the date as of which your benefits are determined (taking into account in each case the extra service credit provided by paragraph (i), above), offset by any benefits due to you from the Qualified Plan. There will be no duplication of benefits between the pension benefits prescribed by the preceding provisions of this paragraph (ii) and the pension payable from the Qualified Plan or the SERP. If your employment terminates before September 30, 2002, by reason of involuntary termination for Cause (as defined below) or by reason of your voluntary termination of employment without Good Reason (as defined below), you will not be entitled to the benefits provided by the provisions of paragraphs (i) and (ii) of this Section ("Additional Pension and Benefit Credit"). If your employment terminates before September 30, 2002, by reason of your death or Disability (as defined below), you will be credited with an extra year of service for each year for which you actually worked for Service Corp. during the Term of Employment for purposes of determining your pension benefits as well as the benefits provided by the provisions of paragraph (ii) of this Section ("Additional Pension and Benefit Credit"), but you will not be entitled to any other benefits under the preceding provisions of this Section. Notwithstanding the preceding provisions of this Section ("Additional Pension and Benefit Credit"), if you have a Qualifying Termination following a Change in Control (as those terms are defined in the Executive Severance Agreement between you and GTE Service Corp., dated June 4, 1998 (the "ESA")), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until the end of the Term of Employment, including the service credit provided in accordance with this Section, in lieu of the service credit provided by your ESA, subject to your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and Confidentiality; however, the other provisions of your ESA will not be adversely affected by this Agreement. The benefits provided by the preceding provisions of this Section ("Additional Pension and Benefit Credit") will be paid out of GTE's funded plans, out of GTE's general assets, or both, at GTE's discretion. TERMINATION PROVISIONS - o CHANGE IN CONTROL - Upon the occurrence of a Qualifying Termination following a Change in Control (as those terms are defined in your ESA) during the Term of Employment, you will be entitled to receive a pension commencing immediately, and you will receive service credit in accordance with the Section captioned "Additional Pension and Benefit Credit" in lieu of the service credit provided under your ESA. Upon the occurrence of a Qualifying Termination following a Change in Control during the Term of Employment, you also will become entitled to receive the Long-Term Retention Incentive, payable in accordance with (and on the date(s) prescribed by) the Section captioned "Long-Term Retention Incentive," subject, however, to your execution of the release prescribed by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality." Although you will not be entitled to any additional payments, benefits, or grants under this Agreement following the Qualifying Termination, you also will receive any other benefits to which you are entitled under your ESA. If you incur a Qualifying Termination after a Change in Control (as those terms are defined in your ESA) during the Term of Employment, except as provided above in this Section 11.2.2("Change in Control"), no amendment pursuant your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. By way of example, if a Qualifying Termination occurs as a result of your failure to be nominated to the Board in accordance with the Section 11.1 shall: captioned "Board of Directors" or other Good Reason (Aas that term is defined in your ESA), except as provided above in this Section, your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. If the preceding provisions of this Section ("Change in Control") authorize apply, you will not be entitled to payments or benefits under the following Sections that address termination of employment under other circumstances. o VOLUNTARY TERMINATION BY YOU - You may terminate your employment under this Agreement at any part time by giving the CEO(s) written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination (such period not to include vacation). The termination will automatically become effective upon the expiration of the Trust Fund 30-day notice period. Upon the effective date of such termination, your base salary and any other GTE benefits will cease to be used foraccrue, or diverted to, purposes other than for you will forfeit all unvested stock options and the exclusive benefit then-unvested portion of Participants or their Beneficiaries; your Account Balance (B) decrease as defined in the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirementSection captioned "Long-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insuranceTerm Retention Incentive"), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment and you will forfeit all rights under this Agreement which as of the later relevant date have not yet been earned under this Agreement. A termination of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution employment in accordance with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding("Voluntary Termination by You"), including retirement, will be deemed a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8)"Voluntary Termination."

Plan Amendment. 11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 11.1 shall: (A) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries; (B) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; An amendment which has the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidy, or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for of the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service before the amendment; or (E) change the vesting schedule, or in any way amend the Plan to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least lease one Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where such language appears. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice by the Administrator. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).

Plan Amendment. 11.2.1 Except (a) The Board of Trustees shall have the right, at any time, from time to time, and without the consent of any person (except as expressly provided below), to amend, change or modify, in Section 11.2.2whole or in part, any or all of the provisions of this Plan. However, no such amendment pursuant to Section 11.1 shall: (A) shall authorize or permit any part of the Trust Pension Fund (other than such part as is required to pay taxes and administration expenses) to be used for, for or diverted to, to purposes other than for the exclusive benefit of Participants the Participants, their Spouses or their Beneficiaries; (B) decrease beneficiaries, or cause or permit any portion of the accrued benefits Pension Fund to revert to or become the property of an Employer. No such amendment shall cause any reduction in the Accrued Benefit of any Participant or his or her Beneficiary under without the PlanParticipant’s consent; An amendment which has and to the effect of (1) eliminating or reducing an Early Retirement benefit or a retirement-type subsidyextent required by Code Section 411(d)(6), or (2) eliminating an optional form of benefit payment, with respect to benefits attributable to service before the no such amendment shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the preamendment conditions for the subsidy. In general, a retirement-type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, a social security supplement, a death benefit (including life insurance), or a plant shutdown benefit (that does not continue after retirement age). (C) reduce the vested percentage of any Participant determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective; (D) eliminate an optional form of benefit distribution with respect to benefits attributable to service provided by the Plan before the amendment. (b) Notwithstanding any provisions of paragraph (a) to the contrary, the Trustees specifically reserve the right to make any retroactive amendments as may be required to maintain the tax qualification of the Plan and to preserve the Pension Fund as a tax-exempt trust under Code Sections 401 and 501. (c) If any amendment directly or indirectly changes the vesting provisions of the Plan, any Participant with three (3) or more Years of Service (whether or not consecutive) may irrevocably elect to have his Vested Benefit determined under the vesting provisions in effect prior to the amendment. Such election may be made during a period beginning no later than the date the Plan amendment is adopted, and ending sixty (60) days after the latest of: (1) the day the Plan amendment is adopted; (2) the effective date of the Plan amendment; or (E3) change the vesting schedule, or in any way amend date of issuance of written notice of the Plan amendment to either directly or indirectly affect the computation of a Participant's vested percentage, unless each Participant having not less than 3 years of Vesting Service is permitted to elect, within a reasonable period specified by the Administrator after the adoption of such amendment, to have his or her vested percentage computed without regard to such amendment. For Participants who do not have at least one (1) Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence provision shall be applied by substituting "“5 Years of Vesting Service" ” for "“3 Years of Vesting Service" ” where such language appears. (d) Amendments to this Plan shall be made by due adoption of a resolution by the Trustees approving such amendments. The period during which Notice of any amendment shall be given to the election Participants, Spouses and beneficiaries, as may be made shall commence with the date the amendment is adopted and shall end on the later of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice required by the Administratorlaw. 11.2.2 Anything contained in this Section 11.2 to the contrary notwithstanding, a Participant's benefit may be reduced to the extent permitted under Code Section 412(c)(8).