SUMMARY OF SBC HOLDINGS, INC. SALARIED EMPLOYEES' PENSION PLAN

SUMMARY OF SBC HOLDINGS, INC. SALARIED EMPLOYEES' PENSION PLAN For Employees of SBC Holdings, Inc. and The Stroh Companies, Inc. TABLE OF CONTENTS ...
Author: William Higgins
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SUMMARY OF SBC HOLDINGS, INC. SALARIED EMPLOYEES' PENSION PLAN

For Employees of SBC Holdings, Inc. and The Stroh Companies, Inc.

TABLE OF CONTENTS

PARTICIPATION (BEFORE APRIL 1, 1994) .................................................................. 1 PARTICIPATION (AFTER MARCH 31, 1994) ................................................................ 2 IMPORTANT DEFINITIONS ........................................................................................... 2 Benefit Service (before April 1, 1994) ............................................................................. 2 Benefit Service (after March 31, 1994)............................................................................ 3 Vesting Service ............................................................................................................... 3 Break in Service .............................................................................................................. 4 Final Average Compensation .......................................................................................... 4 Social Security Breakpoint .............................................................................................. 4 Normal Retirement Date .................................................................................................. 4 HOW THE PLAN WORKS .............................................................................................. 5 Normal Retirement Benefits ............................................................................................ 5 How Normal Retirement Benefits Are Calculated............................................................ 5 Early Retirement Benefits................................................................................................ 6 Early Retirement Supplement ......................................................................................... 7 Information Applicable to Certain Former Employees of the Jos. Schlitz Brewing Company and its Subsidiaries ......................................................................................... 8 Minimum Benefit.............................................................................................................. 9 Reduction for Other Benefits ......................................................................................... 10 Disability Benefits .......................................................................................................... 10 Deferred Vested Retirement Benefits ............................................................................ 10 HOW BENEFITS ARE PAID ......................................................................................... 11 PAYMENT METHODS .................................................................................................. 12 Normal Forms of Payment ............................................................................................ 12 Payment Method Reductions ........................................................................................ 13 IF YOU DIE BEFORE YOU RETIRE............................................................................. 14 IF YOU RETURN TO WORK AFTER RETIREMENT ................................................... 14 PLAN LIMITATIONS AND EXCLUSIONS .................................................................... 14 OTHER FACTORS AFFECTING BENEFITS ............................................................... 15 Change of Address Information .................................................................................... 15 Cost and Administration ................................................................................................ 15 Government Insurance for the Plan .............................................................................. 15 Maximum Benefits ......................................................................................................... 16 Nonalienation of Benefits - QDROs............................................................................... 16 i

Payments in Case of Incompetency .............................................................................. 17 Method of Administration .............................................................................................. 17 Amendment and Termination ........................................................................................ 17 Interpretation of Plan ..................................................................................................... 17 YOUR RIGHTS ............................................................................................................. 17 ERISA Rights and Obligations ...................................................................................... 17 Claims Procedure .......................................................................................................... 19 ADDITIONAL INFORMATION ...................................................................................... 21 Plan Year ...................................................................................................................... 21 Sponsoring Employers and Addresses ......................................................................... 22 Administrative Committee ............................................................................................. 22 Administrator ................................................................................................................. 22 Agent for Service of Process ......................................................................................... 22 Plan Number ................................................................................................................. 22

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SUMMARY OF SBC HOLDINGS, INC. SALARIED EMPLOYEES' PENSION PLAN For Employees of SBC Holdings, Inc. and The Stroh Companies, Inc.

The SBC Holdings, Inc. Salaried Employees' Pension Plan (the "Plan") was designed by SBC Holdings, Inc. (formerly The Stroh Brewery Company) for the purpose of providing you with retirement income. The Plan is a defined benefit pension plan. This section describes the Plan as it applies to full-time salaried employees of SBC Holdings, Inc. and The Stroh Companies, Inc. (collectively referred to as "Stroh") who became participants prior to April 1, 1994. This is only a summary of the Plan and it is not intended to describe every possible situation that could occur. In case of a conflict between the Plan and this summary, or if a situation arises not directly covered by this summary, the terms of the Plan, as interpreted by the Administrator, will govern. This summary describes the Plan in effect as of January 1, 2005. A copy of the current Plan is available for your inspection from the Administrator. The Stroh Brewery Company Salaried Employees' Retirement Plan (Prior Plan) was established on September 1, 1956. It was amended over the years and was terminated in October 1983. The Target Benefit Pension Plan was established in its place. It was amended and restated December 31, 1984 as The Stroh Brewery Company Salaried Employees' Pension Plan, which is now known as the SBC Holdings, Inc. Salaried Employees' Pension Plan and referred to in this summary as the "Plan". Benefits from the Plan were frozen as of March 31, 1994. PARTICIPATION (BEFORE APRIL 1, 1994) As a full-time salaried employee, you automatically became a participant in this Plan the day after you meet all of the following requirements: 

You were regularly employed by a participating company as a salaried employee;



You received a regular stated salary, not a wage or compensation on an hourly or piecework basis, and were paid in U.S. currency;



You were not in a group which is subject to a collective bargaining agreement or in which pension benefits were a subject of bargaining;



You had completed at least one year of employment with a participating company; and



You were at least 18 years old.

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PARTICIPATION (AFTER MARCH 31, 1994) No employee became a participant in this Plan after March 31, 1994. IMPORTANT DEFINITIONS Benefit Service (before April 1, 1994). Benefit Service is service as a salaried employee of a participating company, or its predecessor, at a time when the employee was eligible to participate in this Plan. It is used to determine the amount of your benefit and is counted as follows: 

If you were hired on or after January 1, 1985, Benefit Service is measured from the later of your hire date, your 18th birthday, or the date you first became a salaried employee; or



If you were hired before January 1, 1985, Benefit Service is measured from the later of your hire date, your 25th birthday, or the date you first became a salaried employee (if you were between 18 and 25 on January 1, 1985, Benefit Service begins on January 1, 1985).

You continued to earn Benefit Service until your full-time salaried employment ended, or March 31, 1994, whichever was earlier. Service with other companies is counted toward Benefit Service in this Plan as follows: 

If you were a salaried employee of the St. Paul Brewery or Malting Plant and you were participating in the Olympia Brewing Company Retirement Plan on October 1, 1983, your Stroh Benefit Service will be credited from that date;



If you were a salaried employee of the F&M Schaefer Brewing Company or the Jos. Schlitz Brewing Company, or their subsidiaries, you will be credited with Stroh Benefit Service for any Benefit Service under the salaried defined benefit plans of these companies; or



If you were an employee of Mooney Creamery, who became a participant in this Plan, you will be credited with Stroh Benefit Service for your employment with Mooney Creamery from the later of February 1, 1986 or your date of hire with Mooney Creamery; however, if you were an hourly employee of Mooney Creamery, you will be credited with Stroh Benefit Service only until May 25, 1988, the date of the labor contract.

In most cases, your Benefit Service will equal your Vesting Service. You will receive Benefit Service for the period of time you were absent from work because you were on a compensated leave of absence or you were receiving Stroh long term disability benefits. You will also receive Benefit Service to the extent required by federal law for periods during which you are in the U.S. military service. Other short breaks in active employment may be counted toward Vesting Service but not Benefit Service.

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If you were an hourly employee before becoming a salaried employee, your prior employment will count toward Vesting Service but not toward Benefit Service. An exception to this rule is made for certain employees of F&M Schaefer Brewing Company promoted on or before June 15, 1982, and for certain employees of Jos. Schlitz Brewing Company promoted on or before December 31, 1982. If you have a question about your Benefit Service under these Plan provisions, contact the Administrator. Benefit Service (after March 31, 1994). No employee shall accrue Benefit Service after March 31, 1994. Vesting Service. Vesting Service is used to determine your eligibility for benefits, but not the amount of those benefits. For instance, after five years of Vesting Service, you are vested in your benefit and eligible for a deferred vested benefit and pre-retirement death protection for your spouse. You will not be eligible for early retirement until you have at least 10 years of Vesting Service. Your Vesting Service, but not Benefit Service, continues to accumulate after March 31, 1994, when your benefit amount was frozen. Your Vesting Service is counted as follows: 

From the later of your hire date or your 18th birthday until your severance date, which is the earlier of, (1) the date you quit, retire, are discharged, or die, or (2) the one year anniversary of the date you were first absent from employment for any other reason such as sickness, lay off, military duty, or leave of absence; and



If you transfer from salaried to hourly employment, your hourly employment will count toward your Vesting Service, but not your Benefit Service.

Service with other companies is counted for Vesting Service in this Plan as follows: 

If you were an employee of the St. Paul Brewery or Malting Plant on October 1, 1983, your Stroh Vesting Service will be credited from March 1, 1975, or your date of hire by the Olympia Brewing Company, whichever is later;



If you were an employee of F&M Schaefer Brewing Company or Jos. Schlitz Brewing Company, or their subsidiaries, you will receive Stroh Vesting Service credit for your prior years of employment with these companies; or



If you were an employee of Mooney Creamery, you will receive Stroh Vesting Service credit for your prior years of employment with Mooney Creamery.

Vesting Service includes an approved leave of absence, compensated or uncompensated, and a military leave of absence, as long as you return to work within the time period established by law. 3

Vesting Service, but not Benefit Service, will continue during medical or personal leaves of absence up to one year due to pregnancy, birth of a child, or child care immediately after birth or adoption. Break in Service. If your employment ends or if you stop earning Vesting Service for any other reason, you incur a Break in Service. If you subsequently return to work and again become a participant, your Vesting and Benefit Service will be restored as follows: 

If you were vested before the Break in Service, all Vesting and Benefit Service will be restored upon your return to work;



If you were not vested before a Break in Service that lasts less than five years, all Vesting and Benefit Service will be restored upon your return to work;



If you were not vested before a Break in Service that lasts five years or more, all Vesting and Benefit Service before the break is forfeited; and



If you were not vested before a Break in Service that lasts less than one year, the period of time you were gone will count toward Vesting Service, but not toward Benefit Service.

Final Average Compensation. When your retirement benefit is calculated, your Final Average Compensation is used. Final Average Compensation is your average annual compensation, which is determined based upon the 20 highest paid consecutive full calendar quarters out of the last full 40 calendar quarters you worked. If you terminate on or after March 31, 1994, then March 31, 1994 is considered your last quarter worked. Your Final Average Compensation will not increase after that date. Compensation is defined as your base salary rate (up to the IRS limit) on the last day of a full calendar quarter (March 31, June 30, September 30 and December 31), and includes any contributions you elected under the Salaried Employees' Thrift Plan. You may contribute as much as you wish to the Thrift Plan and it will have no effect on your Final Average Compensation under this Plan. It excludes bonuses, commissions, overtime, shift differential, or special pay or payments. The annual IRS limit as of March 31, 1994, when benefits were frozen, was $235,840. Social Security Breakpoint. The Social Security Breakpoint is the average of the Social Security Wage Base for the 35 years preceding termination of employment. Commencing April 1, 1993, it is the average for the 35 year period that includes the year of termination. The Breakpoint figure as of March 31, 1994, when benefits were frozen, was $22,716. Normal Retirement Date. Your Normal Retirement Date is the first day of the month coinciding with or immediately after the date on which you reach age 65 or, if later, the fifth anniversary of the date you commenced participation in this Plan.

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HOW THE PLAN WORKS You can retire under the following circumstances and begin receiving a pension benefit: Normal Retirement Benefits You can retire with a full benefit at or after your Normal Retirement Date, even if you continue to work full-time. How Normal Retirement Benefits Are Calculated The Plan is a defined benefit pension plan where benefits are determined by a formula. The Stroh formula for participants who were actively employed on March 31, 1994 is as follows: [ 1.2% of your Final Average Compensation up to the Breakpoint plus 1.6% of your Final Average Compensation over the Breakpoint ] times your years of Benefit Service (not to exceed 35) plus 1.2% of your Final Average Compensation times your years of Benefit Service greater than 35 --------------------------sum of above divided by 12 minus any benefit payable from the Prior Plan or any prior Stroh plan and earned during a period of employment that is counted as Benefit Service under the Plan. Here's an example of how a normal retirement benefit is calculated. The assumptions are as follows: Age at retirement Service at earlier of March 31, 1994 or retirement Final Average Compensation Social Security Breakpoint Benefit from Prior Plan terminated in 1983

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65 31 years $36,000/year $22,716 $ 990/month

Here's the calculation: 1.2% of $22,716, plus 1.6% of $13,284 ($36,000 - $22,716) Times years of Benefit Service Total yearly benefit Divided by 12 Total monthly benefit

$

$ $

272.59 + 212.54 485.13 x 31 15,039.03 12 1,253.25

Because the employee was a participant in the Prior Plan, the total benefit of $1,253.25 will come from two sources as follows: Benefit from Metropolitan for Prior Plan

Benefit from this Plan

Total Benefit

$990.00

$263.25

$1,253.25

A monthly benefit of $263.25 will be paid from this Plan. The other $990.00 is the benefit earned as of October 31, 1983 under the Prior Plan. As you can see, the termination of the Prior Plan in October 1983 did not affect the total benefits payable to you (other than to cause them to be paid from two sources instead of one). If you did not take the lump sum equivalent offered at that time from the Metropolitan Life Insurance Company, you will receive $263.25 from this Plan and $990.00 from Metropolitan. However, if you elected to receive the lump sum equivalent of the $990.00, you will only receive the $263.25 from this Plan because you have already been paid for the benefits accrued as of October 31, 1983. The benefit earned as of October 31, 1983 is calculated based upon the Plan formula in effect at that time. In the example above, the retirement benefit was calculated as though the benefit would be paid as a Single Life Annuity. Other forms of payment are explained later in this section. In general, the IRS requires that benefits begin no later than April 1 of the calendar year following the later of the calendar year in which you reach age 70-1/2, or retire. Early Retirement Benefits You may, if you are an active participant, elect to retire early once you are at least age 55 with 10 or more years of Vesting Service. Your early retirement date is the first day of the month after you reach both age 55 and complete 10 years of Vesting Service, or the first day of any following month up to your Normal Retirement Date. Early retirement benefits can begin on the first day of any month following your eligibility for early retirement and your termination of employment.

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Early retirement benefits are reduced by four tenths of one percent (.4%) for each month that payments precede the month following your 62nd birthday. This is to reflect the probability of a longer payment period. The following schedule shows certain early retirement reductions: If you terminate participation after age 55 and payments begin upon attaining this age, 64 63 62 61 60 59 58 57 56 55

you would receive this percentage of your normal retirement benefit 100.0% 100.0% 100.0% 95.2% 90.4% 85.6% 80.8% 76.0% 71.2% 66.4%

Early Retirement Supplement If you were employed as a regular full-time salaried employee before April 1, 1986, and if you are eligible for early retirement, you are also eligible for an early retirement supplement equal to $10 a month for each year of Benefit Service you have up to a maximum monthly supplement of $300. The supplement is paid between the date you retire and age 62. However, the supplement is paid only to a retiree and not to a beneficiary under any joint and survivor form of payment. An example of how the early retirement supplement is calculated is shown as follows. Here's how an early retirement benefit is calculated. The assumptions are as follows: Age at retirement Service at earlier of March 31, 1994 or retirement Age 65 monthly benefit Age 60 reduction factor Early retirement supplement to age 62

60 31 years $1,253.25 .904 $300.00/month

Here's the calculation: Age 65 benefit Times reduction factor

$

Supplement to age 62 Total monthly benefit

$

Again, benefits are payable from two sources as shown below: 7

1,253.25 x .904 1,132.94 + 300.00 1,432.94

Regular Supplemental Age 62 and after

Benefit from Metropolitan for Prior Plan

Benefit from this Plan

Total Benefit

$ 894.96 230.00 $1,124.96

$237.98 70.00 $307.98

$1,132.94 300.00 $1,432.94

$894.96

$237.98

$1,132.94

In this example, the employee would receive $1,132.94 a month from the Plan and Metropolitan Life Insurance Company as a regular benefit and $300 a month as a supplement from age 60 to age 62. Then, at age 62, the early retirement supplement would end. The same rules concerning the Metropolitan Group Annuity Contract apply here. If the employee elected to be paid in a lump sum in 1984, then no further benefits would be payable from Metropolitan, but the employee would receive the $307.98 to age 62 and $237.98 thereafter from this Plan. Information Applicable to Certain Former Employees of the Jos. Schlitz Brewing Company and its Subsidiaries If you were a participant of the Jos. Schlitz Brewing Company retirement plan on June 15, 1982 when it was merged with The Stroh Salaried Employees' Retirement Plan, you will receive certain benefit accrual guarantees. An example of how that works is shown below, along with the assumptions used for the example: Service at December 31, 1982 Average Compensation at December 31, 1982 Age 65 benefit under the Schlitz plan formula ($30,000 x .0175 x 23 divided by 12 = $1,006.25) Retirement date Retirement age Average Compensation at retirement Age 65 benefit for service from January 1, 1983 to June 30, 1991 [(1.2% x 22,716) + (1.6% x 12,284)] x 8.5 divided by 12 =

23 years $30,000/year $1,006.25/month 7/1/91 65 $35,000/year $332.30

Two calculations will be performed; the actual retirement benefit amount will be the higher of the two.

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1.

Calculation as if all service were under this Plan: [(1.2% x 22,716) + (1.6% x 12,284)] x 31.5 divided by 12 = $1,231.47

2.

Addition of Schlitz benefits accrued at December 31, 1982 and Stroh benefit from January 1, 1983 through June 30, 1991: $1,006.25 +$ 332.30 = $1,338.55 The actual retirement benefit in this example will be $1,338.55 payable at age 65. Most of the benefit would be paid by the annuity Stroh purchased from Metropolitan. The portion of the benefit earned after November 1, 1983 would be paid by the Plan.

Here's another example that shows the impact of early retirement. All assumptions are the same, except age at retirement is 58. 1.

Calculation as if all service were under this Plan: $1,231.47 x .808 = $995.03

2.

Addition of Schlitz benefit accrued at December 31, 1982 and the Stroh benefit from January 1, 1983 through June 30, 1991. The Schlitz plan reduced benefits at 4% for each year prior to age 65; this Plan reduces benefits at 4.8% for each year prior to age 62. ($1,006.25 x .720) + ($332.30 x .808) = $993.00 The actual early retirement benefit in this example will be $995.03. Again, most of the benefit would be payable from the annuity Stroh purchased from Metropolitan with the balance being paid by this Plan. In addition, an early retirement supplement of $300 ($10 x 30.0) would be paid until age 62. Most of this would come from the annuity.

Minimum Benefit If you were a member of The Stroh Brewery Company Target Benefit Pension Plan, you are eligible for a minimum benefit from the Plan. The minimum monthly amount you can receive from the Plan is equal to the benefit that could have been purchased by your Target Plan account balance as of December 31, 1984.

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Reduction for Other Benefits Your benefit under the Plan will be reduced to reflect other benefits you may receive from another Stroh Pension Plan (not the Stroh Brewery Company Salaried Employees' Thrift Plan or the Stroh Brewery Company 401(k) Savings Plan for Hourly Employees) but only if benefits were accrued under that plan and this Plan for the same period of time. In most cases, reductions are for benefits payable from the retirement plan which terminated in October 1983 (the Prior Plan). Anyone who was age 25 or older, and a participant of the Prior Plan on October 13, 1983, received a benefit from it regardless of their length of service. Disability Benefits If you become disabled while working for Stroh, Benefit Service will be credited to you through the earlier of March 31, 1994, or your Normal Retirement Date. Vesting Service will be credited to you as long as you are receiving benefits from Stroh's salary continuation or long term disability plans. Service will cease to accrue if you recover, elect to retire, or reach your Normal Retirement Date, whichever comes first. Benefit payments usually begin on the first day of the month after you reach age 65. If you are eligible for early retirement (age 55 with 10 or more years of Vesting Service), you may request payments to begin earlier. In this case, payments would be reduced just like any other early retirement benefit. Your disability retirement benefit will be based on your Final Average Compensation and years of Benefit Service through March 31, 1994, before and during your disability. For the purposes of computing Final Average Compensation, it is assumed that your salary in effect when you became disabled is continued throughout your period of disability. Deferred Vested Retirement Benefits If you leave Stroh before qualifying for normal or early retirement, and you have five or more years of Vesting Service (10 or more years of Vesting Service were required prior to January 1, 1987), or you became vested because of the sale of a business or a plant closing, then you will be entitled to a deferred vested benefit from the Plan. This means that you have a permanent right to the benefit you earned up to the time you leave. The amount of your deferred vested benefit will be based on your Final Average Compensation and your years of Benefit Service at the earlier of the time you terminate employment or March 31, 1994. Unreduced deferred vested benefit payments begin at age 65. However, if you terminated employment with 10 or more years of Vesting Service, you can begin receiving benefit payments as early as age 55.

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Payments may begin on the first of any month from age 55 to age 65. Benefits beginning early are reduced by four tenths of one percent (.4%) for each month that payments precede your Normal Retirement Date. This is to reflect the probability of payment for a longer period of time as follows: If you terminate participation before age 55 and payments begin upon attaining this age,

You would receive this percentage of your normal retirement benefit

64 63 62 61 60 59 58 57 56 55

95.2% 90.4% 85.6% 80.8% 76.0% 71.2% 66.4% 61.6% 56.8% 52.0%

Benefit payments will not begin automatically. You must apply for benefits in writing at least 60 days before you want payment to begin. Retroactive payments will not be made. If you leave Stroh before completing five years of Vesting Service, no benefit will be payable from the Plan. However, if you were a participant of the Prior Plan when it was terminated on October 13, 1983, then you were fully vested for your benefit earned under that plan. If you did not choose a lump sum payment in 1984, then you will be eligible to receive an annuity benefit from the Metropolitan Life Insurance Company. The Metropolitan annuity can begin as early as age 55. HOW BENEFITS ARE PAID You must apply for your retirement benefits in writing on forms which are available from the Administrator. You should inform the Administrator of your actual retirement date at least 60 days beforehand. At that time, you will be provided with a summary of payment methods and asked to choose the one that best suits your needs. You may not change your election after payment of your retirement benefits has begun. If you wish, you may request a benefit worksheet from the Administrator. This worksheet will show you what your estimated retirement benefit will be at the age you indicate you want to retire.

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PAYMENT METHODS If the actuarial equivalent present value of your pension benefit is $1,000 or less, it will be paid in one lump sum. If the value of your benefit is greater than $1,000, there are four ways to receive payments from the Plan: 1.

Lump Sum. If the actuarial equivalent present value of your pension benefit is greater than $1,000 but not greater than $5,000, you may elect to receive it in one lump sum payment. You may not elect a lump sum payment if the value of your benefit is more than $5,000.

2.

Single Life Annuity. This form of payment provides a monthly benefit for as long as you live. When you die, benefits stop.

3.

10-Year Certain and Life. This form of payment provides a monthly benefit for as long as you live. If you die before you receive 120 payments (the 10-year certain period), your beneficiary will receive the remainder of the 120 guaranteed payments. The benefit amount is reduced from the Single Life Annuity to account for the guarantee.

4.

50%, 75%, or 100% Joint and Survivor Annuities. These forms of payment also provide a monthly benefit for as long as you live. Then, at your death, either 50%, 75%, or 100% of your reduced benefit will continue to your beneficiary for as long as he or she lives. Your benefit amount is reduced from a Single Life Annuity to account for the longer period of time these benefits may be paid. The amount of reduction depends on your age, your beneficiary's age, and the percentage you choose to have continued after your death. The higher the percentage, the greater the reduction to your benefit.

Normal Forms of Payment If you are not married when benefits begin, your benefit will automatically be paid in the form of a Single Life Annuity unless you elect another form of payment. If you are married when benefits begin, your benefit will automatically be paid in the form of a 50% Joint and Survivor Annuity unless you elect another form of payment. You may reject the normal form and select one of the optional forms. To reject the normal form, you must notify the Administrator in writing on a special form at least 30 days before benefits are scheduled to begin. If you are married and are rejecting the joint and survivor annuities, you must submit a statement of consent from your spouse. Your spouse's signature must be notarized. You can change your payment method as often as you like before payments begin. Once benefits begin, your payment method may not be changed, nor may you change your beneficiary.

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The IRS imposes restrictions on non-spouse beneficiaries named under the joint and survivor options. For more details, contact the Administrator. Payment Method Reductions If your form of payment provides benefits for your beneficiary after you die, the amount of your benefit will be reduced to reflect the probability of a longer payment period and the amount of the beneficiary's benefit. An example of the extent of the reduction to a Single Life Annuity benefit of $1,000 payable entirely from the Plan where you and your beneficiary are age 65 is shown below:

If your payment method is Single Life Annuity Ten-Year Certain and Life 50% Joint and Survivor 75% Joint and Survivor 100% Joint and Survivor

Your benefit will be

At your death, your beneficiary will receive

$1,000 $ 910 $ 904 $ 869 $ 833

$ 0 $ 910* $ 452** $ 652** $ 833**

Here's an example of the extent of the reduction to a 50% Joint and Survivor Annuity as a result of differences in your and your beneficiary’s age: Your Age

Your Beneficiary's Age

Your Benefit

65 65 65 65 65

66 64 62 60 58

$914 $904 $894 $884 $874

The above reduction factors apply only to those benefits payable from the Stroh plan. The factors used to reduce benefits payable from Metropolitan for the form of payment selected are slightly different and are based on the applicable actuarial tables used at the time the annuity was established.

___________________________ *

Payments are only made to your beneficiary if you did not receive 120 monthly payments during your lifetime. If you did not receive 120 payments, monthly payments continue to your beneficiary until 120 payments are made.

**

Payments are only made to your beneficiary if he or she survives you.

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IF YOU DIE BEFORE YOU RETIRE If you die after completing five years of Vesting Service, but before monthly retirement benefits commence, and you have been married at least one year before your death, your surviving spouse will receive a lifetime monthly benefit from the Plan. This is true even if you are not employed by Stroh at the time of your death. Even if your spouse later remarries, the benefit will continue. The benefit for your surviving spouse will be calculated as if you had terminated the day of your death and elected a 50% Joint and Survivor Annuity. Benefits for your spouse can begin on the first day of the month after the later of your death or your 55th birthday if you had 10 years of Vesting Service. However, your spouse may delay the start of benefits until your Normal Retirement Date. If you had less than 10 years of Vesting Service, benefits cannot begin until your Normal Retirement Date. Keep in mind that this surviving spouse benefit will be reduced for the 50% Joint and Survivor Annuity form of payment. If benefits begin before you would have reached age 65, they will also be reduced for early payment. IF YOU RETURN TO WORK AFTER RETIREMENT If you retire, begin receiving benefits, and are reemployed by Stroh before your Normal Retirement Date, the Plan will stop paying benefits in any month in which you are employed in "full-time service". When you subsequently terminate employment, or reach your Normal Retirement Date, benefits may recommence and your monthly benefit will be recalculated to reflect the payments previously made to you. "Full-time service" is any calendar month in which you are credited with an average of 37-1/2 or more hours of service per week. Your benefit payments will begin again on the earlier of the first day of the month after the month in which you are not employed in "full-time service", or the first day of the month following your Normal Retirement Date.

PLAN LIMITATIONS AND EXCLUSIONS You should be aware of a few situations in which no benefits will be paid or payments will be delayed or stopped: 

If you leave Stroh before completing five years of Vesting Service, neither you or your surviving spouse will be eligible for a benefit from the Plan;



Benefits will be payable to you from Metropolitan Life Insurance Company if you participated in the Prior Plan on or before October 13, 1983, regardless of the length of service, unless you elected a lump sum cash equivalent payout in 1984; 14



If you don't apply for your benefits, and if you don't provide the information requested in a timely fashion at least 30 days prior to your desired retirement date, your benefits may be delayed; and



You will not earn or accrue any benefit under the Plan after March 31, 1994.

OTHER FACTORS AFFECTING BENEFITS Change of Address Information You must notify the Administrator of any changes in your address so that you can receive benefit payments. Cost and Administration Plan benefits are funded by Stroh through contributions to a trust fund established by Stroh. Contributions are actuarially determined. The Plan's trustee is: Key Trust Company of Ohio, N.A. 127 Public Square, 14th Floor MC: OH-01-27-1401 Cleveland, OH 44114-1306. Government Insurance for the Plan Your pension benefits under the Plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the pension benefits they would have received under their plan, but some people may lose certain benefits. The PBGC guarantee generally covers:   

Normal and early retirement benefits; Disability benefits if you become disabled before the Plan terminates; and Certain benefits for your survivors.

The PBGC guarantee generally does not cover:   

Benefits greater than the maximum guaranteed amount set by law for the year in which the Plan terminates; Some or all of benefit increases and new benefits based on Plan provisions that have been in place for fewer than five years at the time the Plan terminates; Benefits that are not vested because you have not worked long enough for Stroh;

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 



Benefits for which you have not met all of the requirements at the time the Plan terminates; Certain early retirement payments (such as supplemental benefits that stop when you become eligible for Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the Plan's normal retirement age; and Non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay and severance pay.

Even if certain of your benefits are not guaranteed, you may still receive some of those benefits from the PBGC depending on how much money your Plan has and on how much the PBGC collects from employers. For more information about the PBGC and the benefits it guarantees, ask your Administrator or contact the PBGC's Technical Assistance Division, 1200 K Street, N.W., Suite 930, Washington, DC 20005-4026 or call (202) 326-4000 (not a toll-free number). TTY/TDD users may call the federal relay service toll-free at (800) 877-8339 and ask to be connected to (202) 326-4000. Additional information about the PBGC's pension insurance program is available through the PBGC's website on the Internet at http://www.pbgc.gov. Maximum Benefits There are some limits set by the Employee Retirement Income Security Act of 1974 (ERISA) on the maximum benefit amounts you can receive. These limits are high, and it is unlikely that many participants' benefits will be affected. However, if your benefit is affected by these limits, you will be notified. Nonalienation of Benefits - QDROs This Plan and its trust fund are not liable for any debts or liabilities incurred by you, your spouse, or your beneficiaries. This means that no benefit can be sold, transferred, or assigned to anyone other than to you, your spouse, or your beneficiary. Your interest in the Plan may not be attached, garnished, assigned or used as collateral for a loan except in the case of a proper Internal Revenue Service tax levy or a Qualified Domestic Relations Order (“QDRO”). A QDRO is a special order issued by the court in a divorce, child support or similar proceeding. In this situation, your spouse, or former spouse, or someone other than you or your beneficiary, may be entitled to a portion or all of your account balance based on the court order. Participants and beneficiaries can obtain, without a charge, a copy of the Plan’s QDRO procedures and form QDRO from the Plan Administrator.

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Payments in Case of Incompetency If you or your beneficiary are receiving benefits under the Plan, and if you or your beneficiary are declared legally incapable or incompetent, the Administrative Committee can elect to pay benefits to an appointed guardian or, if no guardian is appointed, someone else they select. If your beneficiary is a minor, the Administrative Committee can make the same election. Method of Administration The Plan is administered by an Administrative Committee appointed by SBC Holdings, Inc.'s Board of Directors. The Committee interprets the Plan’s rules and is responsible for its administration. Amendment and Termination SBC Holdings, Inc. has reserved the right to amend and/or terminate the Plan at any time. No amendment or termination will deprive you of any right or interest, to the extent then funded, which you previously earned unless required in order to maintain the Plan's qualified status under the Internal Revenue Code, or is required under ERISA. Upon Plan termination, all then current participants shall become 100% vested and, to the extent of available Plan assets, shall be entitled to their benefit accrued to the date of termination. If assets are insufficient, they shall be allocated in accordance with Section 4044 of ERISA. If assets remain after payment of all benefits accrued to termination, the remaining assets shall be paid to SBC Holdings, Inc. Interpretation of Plan The Administrative Committee has the power and discretionary authority to construe the terms of the Plan based on the Plan document, existing laws and regulations and to determine all questions that arise under it. Such power and authority include, for example, the discretion necessary to resolve issues with respect to an employee’s eligibility for benefits, or to interpret any term contained in Plan documents. The Administrative Committee’s interpretations and determinations are binding on all participants, employees, former employees, and their beneficiaries. YOUR RIGHTS ERISA Rights and Obligations As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that all plan participants shall be entitled to: 

Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites, all documents governing the Plan, 17

including, if applicable, insurance contracts and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. 

Obtain, upon written request to the Plan Administrator, copies of all documents governing the operation of the Plan (including insurance contracts, if any) and copies of the latest annual report (Form 5500 series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.



Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.



Obtain a statement telling you whether you have the right to receive a pension at normal retirement age (age 65) and, if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide the statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce your rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the 18

person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees if, for example, it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, United States Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, United States Department of Labor, 200 Constitution Avenue, N.W., Washington, DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. Claims Procedure If you (or in the event of your death, your beneficiary) feel you are not receiving benefits which are due you, you should file a written claim for benefits with the Plan Administrator. The Plan Administrator will then decide whether to grant or deny your claim. Within 90 days (45 days in the case of a disability claim) after receipt of your initial claim for benefits, the Plan Administrator will send you a notice granting or denying your claim, in whole or in part, unless special circumstances require an extension of time for processing the claim. If an extension is necessary, you will be given a written notice to this effect indicating the special circumstances prior to the expiration of the initial 90-day period (45 day period in the case of a disability claim). The extension may not exceed 90 days or, in the case of a disability claim, 30 days. An additional 30 day extension may be granted for a disability claim due to matters beyond the control of the Administrator so long as notice is given prior to the close of the initial extension containing the date the Plan Administrator expects to render a decision. The Plan Administrator has full discretion to deny or grant a claim in whole or in part. If your claim for benefits is denied, the Plan Administrator will provide you a written notice setting forth the following information in a manner calculated to be understood by you: 

The specific reason or reasons for the denial;



Specific reference to pertinent Plan provisions on which the denial is based;



A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material is necessary;



An explanation of the Plan's claim review procedure and applicable time limit as well as your rights to additional documents and information; and



A statement of your rights to bring a civil action under Section 502 of the ERISA following an adverse determination on review.

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In the case of a disability claim, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion will be provided to you or the written explanation will contain a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to you upon request.

Within 90 days (180 days in the case of a disability claim) after you receive written notification of the denial (in whole or in part) of your claim, you or your duly authorized representative may make a written application to the Plan Administrator, in person or by certified mail, postage prepaid, to be afforded a review of the denial. You may review pertinent documents and may submit issues and comments in writing. Upon request, and free of charge, you or your authorized representative will be provided reasonable access to, and copies of, documents, records and other information relevant to your claim. Your claim for review must be given a full and fair review. The Plan Administrator's review will take into account all comments, documents, records and other information submitted as part of your request for a review, without regard for whether the information was submitted or considered in the initial benefit determination. In the case of a disability claim: 

The review will not afford deference to the initial adverse benefit determination and will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor a subordinate of such individual;



In deciding an appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the appropriate named fiduciary shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment;



The Administrator shall identify any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with your adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and



Any health care professional engaged for purposes of a consultation regarding the appeal shall be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor a subordinate of any such individual.

The decision upon review will be made no later than 60 days (45 days in the case of a disability claim) after the Plan Administrator's receipt of a request for a review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than 120 days (90 days in the case of a disability benefit) after receipt of a request for review. If an extension is necessary, you will be given written notice of the extension indicating the special circumstances prior to the 20

expiration of the initial 60-day (or 45 day) period. The Administrator’s decision on review will be written in a manner calculated to be understood by you, will include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision was based and a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim and a statement of your rights to bring a civil action under ERISA Section 502(a). In addition, the written decision shall, if it relates to a claim for a disability benefit: 

If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either include the specific rule, guideline, protocol, or other similar criterion or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to you upon request; and



Contain the following statement: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

A document, record or other information is considered to be "relevant" to your claim for Plan benefits if the document, record or other information: 

Was relied upon by the Plan Administrator in making a decision on your claim;



Was submitted, considered or generated in the course of the Plan Administrator making a decision on your claim, even if the document, record or other information was not relied upon by the Plan Administrator in making a decision on your claim; or



Demonstrates compliance with administrative processes and safeguards governing the claim decision and appeal process that are designed to ensure and verify that benefit claim decisions are made in accordance with governing Plan documents and that, where appropriate, Plan provisions have been applied consistently with respect to similar situations.

ADDITIONAL INFORMATION Plan Year The Plan year is the 12-month period beginning January 1 and ending December 31.

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Sponsoring Employers and Addresses SBC Holdings, Inc. 300 River Place Detroit, Michigan 48207 EIN: 38-1078840

The Stroh Companies, Inc. 300 River Place Detroit, Michigan 48207 EIN: 38-2288978

Administrative Committee John W. Stroh III Pierre A. Stroh Mark K. Tuttle Gloria M. Bonior c/o SBC Holdings, Inc. 300 River Place Detroit, Michigan 48207 (313) 446-5097 Administrator Administrative Committee c/o SBC Holdings, Inc. 300 River Place Detroit, Michigan 48207 (313) 446-5097 Agent for Service of Process Service for legal process may be made upon the Administrator or upon the trustee. Plan Number The Plan number is 008.

BH657707

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