SUMMARY PLAN DESCRIPTION. SAVINGS (401(k)) PLAN

SUMMARY PLAN DESCRIPTION I L W U — P M A SAVINGS (401(k)) PLAN JUNE 2003 SUMMARY PLAN DESCRIPTION ILWU-PMA SAVINGS (401(k)) PLAN Table of Contents P...
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SUMMARY PLAN DESCRIPTION I L W U — P M A SAVINGS (401(k)) PLAN JUNE 2003

SUMMARY PLAN DESCRIPTION ILWU-PMA SAVINGS (401(k)) PLAN Table of Contents Page 1.

Am I Eligible?.................................................................................................................................................3

2.

How Do I Become A Plan Member? ..............................................................................................................3

3.

How Much May I Contribute Per Hour?........................................................................................................4

4.

How Do I Change My Contribution Level In The Plan? ...............................................................................4

5.

How Long May I Continue To Contribute To The Plan?...............................................................................4

6.

What Constitutes “Qualified Hours?” ............................................................................................................4

7.

What Is The Most I Can Contribute In One Year?.........................................................................................4

8.

May I Make Catch-Up Contributions? ...........................................................................................................4

9.

How Much Is Contributed By The Employers For Hours Worked By Plan Participants?............................5

10.

What Are My Investment Options?................................................................................................................6

11.

How Do I Make My Initial Investment Choices? ........................................................................................11

12.

How Do I Change My Investments? ............................................................................................................11

13.

How Do I Find Out How My Investments Are Doing? ...............................................................................11

14.

Are Loans Or Withdrawals Allowed In The ILWU-PMA Savings (40l(k)) Plan? ......................................12

15.

Who Pays The Administrative Costs Of The Plan? .....................................................................................12

16.

Who Holds My Contributions?.....................................................................................................................12

17.

When Can I Receive My Contributions And Earnings From The Plan? .....................................................12

18.

If I Deregister or Retire, How Do I Apply For My Benefits?......................................................................12

19.

May I Apply For My Benefits While I Am Still Registered? ......................................................................12

20.

Is There A Mandatory Date In Which I Must Begin Receiving Benefits? ..................................................12

21.

If I Die, Who Receives My Savings Plan Benefits? ....................................................................................13

22.

What Is The Current Tax Advantage Of The Plan?......................................................................................13

23.

What Is The ILWU-PMA Savings (401(k)) Plan Line? ...............................................................................13

24.

What Is NetBenefits?....................................................................................................................................14

25.

How Are Claims Handled? ...........................................................................................................................15

26.

What Rights And Protections Do I Have By Law?......................................................................................15

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SUMMARY PLAN DESCRIPTION ILWU-PMA SAVINGS (401(k)) PLAN INTRODUCTION This is the Summary Plan Description (“SPD”) for your ILWU-PMA SAVINGS (401(k)) PLAN (“Plan”). This SPD summarizes the main provisions of your Plan, which was adopted effective July 1, 1991, and amended since that date and through June 30, 2003. In resolving any Plan-related disputes, the provisions of the Plan Document will govern. A copy of the Plan Document is available for inspection at the ILWU, at each Local representing Participants in the Plan, and at the office of the Plan Administrator. PLAN IDENTIFICATION INFORMATION Plan Name:

ILWU-PMA SAVINGS (401(k)) PLAN

Plan Sponsor:

Pacific Maritime Association Sacramento Street Tower 550 California Street San Francisco, California 94104

Employer Identification No.:

94-1126322

Plan Number:

002

Type of Plan:

Defined Contribution Plan (because the Plan is a Defined Contribution Plan, it is not insured by the Pension Benefit Guaranty Corporation (“PBGC”))

Plan Year:

July 1 through June 30

Type of Administration:

Self-Administered

Trustee:

Fidelity Management Trust Company 82 Devonshire Street Boston, Massachusetts 02109 (800) 761-ILWU (4598)

Service Provider:

Fidelity Investments Institutional Operations Company, Inc. 82 Devonshire Street Boston, Massachusetts 02109 (800) 761-ILWU (4598)

Plan Administrator and Named Fiduciary:

ILWU-PMA Savings (401(k)) Plan Savings Plan Committee Michael H. Wechsler Senior Vice President and Chief Financial Officer Pacific Maritime Association Sacramento Street Tower 550 California Street San Francisco, California 94104 (415) 576-3200

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Agent for Service of Legal Process:

Craig E. Epperson Senior Vice President and General Counsel Pacific Maritime Association Sacramento Street Tower 550 California Street San Francisco, California 94104 In addition, service of legal process may be made upon the Trustee or the Plan Administrator. MAJOR PLAN PROVISIONS

1.

Am I Eligible? You are generally eligible for the Plan if you are: (a) A registered Longshore Worker or Marine Clerk engaged in work covered by the Pacific Coast Longshore and Clerks’ Agreement; (b) A Foreman or Walking Boss engaged in work covered by the Pacific Coast Walking Bosses & Foremen’s Agreement; (c) A registered Watchman engaged in work covered either by the Memorandum of Understanding Between Pacific Maritime Association and Local 75 of the International Longshore and Warehouse Union or the Memorandum of Understanding Between Pacific Maritime Association and Local 26 of the International Longshore and Warehouse Union; (d) A registered dockworker who is an employee of an Affiliate Union Employer. An “Affiliate Union Employer” means the International Longshore and Warehouse Union (“ILWU”), the Coast Pro-Rata Committee, or any local of the ILWU whose members include eligible Longshore Workers, provided that such Affiliate Union Employer has signed a participation agreement with the Plan.

2.

How Do I Become A Plan Member?

To participate/enroll in the Plan, an eligible employee must contact Fidelity Investments anytime at 1-800761-ILWU and use the Voice Response System (VRS), follow the system prompts. You may also enroll online at http://www.netbenefits.com. You become a Participant in the Plan as soon as payroll deductions begin, usually within two (2) weeks after Fidelity receives your enrollment request. When you enroll in the ILWU-PMA Savings (401(k)) Plan, you will need to do the following:

3.



Provide your Social Security Number



Establish your PIN (Personal Identification Number)



Provide your election hourly contribution amount



Make your investment elections, and



Designate a beneficiary by completing a Beneficiary Designation form.

How Much May I Contribute Per Hour?

As of October 1999, the maximum that a Participant may contribute for each qualified hour worked is Eight Dollars ($8.00). Subject to the limitations in Paragraph 7, a Participant may contribute to his or her Plan account in one dollar increments for each qualified work hour up to the $8.00 maximum.

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4.

How Do I Change My Contribution Level In The Plan?

A Participant may change his or her contribution level or completely stop making contributions once each calendar month by contacting Fidelity at 1-800-761-ILWU, or you may go online to http://www.netbenefits.com to access Fidelity NetBenefits. Your contribution change will usually go into effect two (2) weeks after Fidelity receives your request. 5.

How Long May I Continue To Contribute To The Plan?

As long as the Plan exists, an eligible longshoreman may continue to make contributions to the Plan until the earlier of his or her death, deregistration, or retirement. 6.

What Constitutes “Qualified Hours?”

“Qualified hours” are all hours paid by employers participating in the Plan that are worked under the terms of the collective bargaining agreements and participation agreements described in Paragraph 1 and this Paragraph 6. These employers include: 1) PMA member company employers; 2) Union Affiliate Employers; 3) certain grain operator employers who are not members of PMA but have signed participation agreements with the Plan (“Grain Handler Employers”); and 4) subject to Internal Revenue Service (“IRS”) approval, certain governmental port authorities (“Port Employers”) who either are members of PMA, or have signed participation agreements with the Plan. This would include vacation and holiday pay. It would not include pay attributable to the Pay Guarantee Plan, disability pay, or employer contributions to the ILWU-PMA Pension or Welfare Plans. 7.

What Is The Most I Can Contribute In One Year?

The IRS sets an annual calendar year maximum for elective deferral contributions. For 2003, this limit is $12,000. This amount is indexed by the IRS and is subject to change each year. The Plan is also subject to special rules to prevent certain “highly compensated” Participants from deferring a substantially greater percentage of their compensation than lower paid Participants. As a result of these rules, contributions on behalf of certain “highly compensated” Participants may be returned to them, subject to income tax. There are other technical IRS limits on contributions to the Plan; however, they are unlikely to have any effect on your contributions. 8.

May I Make Catch-Up Contributions?

Yes. As of October 2002, the ILWU-PMA Savings (401(k)) Plan offers you the opportunity to make additional pre-tax elective deferrals to your plan account. In addition to the pre-tax elective deferral annual limits*, shown below, if you are age 50 or older or if you will attain age 50 in the calendar year, you may contribute an even larger pre-tax elective deferral to your account. In the year 2003, you may defer an additional “catch-up contribution**” of $2,000 and for each year following as noted below. To begin this “catch-up contribution,” you must be age 50 or you must attain age 50 in the calendar year. You will need to contact Fidelity Investments at 1-800-761-ILWU or go online to http://www.netbenefits.com and access Fidelity NetBenefits and indicate the additional pre-tax elective deferral for “catch-up contributions.” Your catch-up pre-tax deferral must be between $1 and $8 (whole dollar amounts only) of hourly pay and is in addition to your current pre-tax elective deferral and is deducted concurrently.

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For example: If your current pre-tax elective deferral is $5 per hour and you elect a “catch-up contribution” of $5 per hour, then your total deferral amount is $10 per hour until you reach the respective annual limits. *Annual Contribution Limits – 401(k) Plan 2003

$12,000

2004

$13,000

2005

$14,000

2006

$15,000

**Age 50+ Catch-Up Contributions Annual Limits

9.

2003

$2,000

2004

$3,000

2005

$4,000

2006

$5,000

How Much Is Contributed By The Employers For Hours Worked By Plan Participants? (a) Longshore Worker and Marine Clerk Occupation Codes

For each Plan Year beginning after June 30, 2002 and ending before July 1, 2008, PMA will contribute Nonelective Contributions on behalf of each registered Longshore Worker or Marine Clerk who qualified for a year of service under the ILWU-PMA Pension Plan during the Payroll Year ending prior to the Plan Year for which the contribution is being made. Nonelective Contributions will be made in an amount equal to $1.00 for each hour, up to a maximum of 2,000 hours, of Industry Compensation paid for work at Longshore Worker/Marine Clerk occupation codes during the Plan Year. (b) Walking Bosses and Foremen Occupation Codes For each Plan Year beginning after June 30, 2002 and ending before July 1, 2008, PMA will contribute Nonelective Contributions on behalf of each registered Walking Boss or Foreman who qualified for a year of service under the ILWU-PMA Pension Plan during the Payroll Year ending prior to the Plan Year for which the contribution is being made. Nonelective Contributions will be made in an amount equal to $5.00 for each hour, up to a maximum of 2,240 hours, of Industry Compensation paid for work at Walking Bosses and Foremen occupation codes during the Plan Year. For each Plan Year beginning after June 30, 1999 and ending before July 1, 2002, the contribution rate was $4.00 for each hour, up to a maximum of 2,800 hours. For each Plan Year beginning after June 30, 1996 and ending before July 1, 1999, the contribution rate was $2.00 for each hour, up to a maximum of 2,800 hours. Contributions for a particular Plan Year will be made as soon as practicable following the end of such Plan Year. (c) Local 26 and Local 75 Watchmen For each Plan Year beginning after June 30, 2002 and ending before July 1, 2008, PMA will contribute Nonelective Contributions on behalf of each Watchman represented by Local 26 or Local 75 of the Union who qualified for a year of service under the ILWU-PMA Watchmen Pension Plan during the Payroll Year ending prior to the Plan Year for which the contribution is being made. Nonelective Contributions will be made in an amount equal to $1.00 for each hour, up to a maximum of 2,000 hours, of Industry Compensation paid for work at Watchmen occupation codes during the Plan Year.

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10.

What Are My Investment Options?

Because each of the investment options offers different financial opportunities and risks, you need to understand their different objectives to make the investment decisions that are best for you. Remember, the investment options are subject to normal investment risks. Neither PMA, the ILWU, Fidelity, nor the Savings Plan Committee can guarantee that any fund will not lose money or depreciate in value. The following are brief summaries of the funds offered by the Plan. Prospectuses, which better describe the funds, are available from Fidelity Investments by calling 1-800-761-ILWU (4598) or you may go online to NetBenefits – Investment Resources. Name: Managed Income Portfolio II (MIP II) Objective: To provide a competitive level of income over time while preserving the value of your investments. The fund tries to maintain a $1.00 per unit price but cannot ensure it will be able to do so. Investment Approach: A Fidelity managed fund, the Managed Income Portfolio II invests in investment contracts offered by major insurance companies and other approved financial institutions and in certain types of fixed income securities. A small portion of the fund is invested in a money market fund to provide daily liquidity. Investment contracts provide for the payment of a specified rate of interest to the fund and for the repayment of principal when the contract matures. Risk Level: Conservative Style: Stable Value Name: Pimco Total Return Fund – Administrative Class Objective: To provide high total return that exceeds general bond market indices. Investment Approach: Invests in all types of bonds, including U.S. government, corporate, mortgage, and foreign. While the fund maintains an average portfolio duration of three to six years (approximately equal to an average maturity of five to twelve years), investments may also include short- and long-maturity bonds. Risk Level: Conservative Style: Income Name: Calvert Social Investment Fund Balanced Portfolio – Class A Objective: The goal of balanced funds is to blend long-term growth from stocks with income from dividends and to achieve a total return above the rate of inflation. Investment Approach: Invests in all three basic types of investments selected with a concern for investment and social impact: common and preferred stocks, bonds, and short-term instruments. Risk Level: Conservative to Moderate Style: Balanced Name: Fidelity Equity-Income Fund Objective: Seeks to provide a reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks to provide a yield that exceeds the composite yield of the S&P 500. Investment Approach: Normally invests at least 80% of total assets in income-producing equity securities, which tend to lead to investments in large cap value stocks. The fund may potentially invest in other types of equity and debt securities, including lower-quality debt securities. Investments in lower-rated securities involve greater risk than other debt securities including the risk of default. The fund may invest in securities of domestic and foreign issuers. Risk Level: Conservative to Moderate Style: Large Cap Growth -6-

Name: U.S. Equity Index Commingled Pool Objective: Seeks to approximate the composition and total return of the S&P 500. Investment Approach: Invests primarily in the common stocks of the 500 companies that make up the S&P 500, which emphasizes stocks of large U.S. companies. Risk Level: Conservative to Moderate Style: Large Cap Growth Name: Washington Mutual Investors Fund – Class A Objective: Seeks to provide current income and an opportunity for growth of principal consistent with sound common stock investing. Investment Approach: Invests primarily in common stocks of larger, more established companies that are listed on the New York Stock Exchange and have a record of increasing earnings and dividends. Risk Level: Moderate Style: Large Cap Value Name: Baron Growth Fund Objective: Seeks long-term capital appreciation from investments in common stocks or their equivalent by investing primarily in equity securities of small, rapidly growing companies that the fund managers believe have the potential for accelerating earnings growth and rising profit margins. Investment Approach: The fund invests in businesses for the long term based on its assessment of a company’s growth prospects, and believes it can gain an investment advantage through its independent and exhaustive research of companies. Risk Level: Moderate Style: Small Cap Growth Name: Berger Small Cap Value Fund – Investor Shares Objective: Seeks capital appreciation by investing primarily in the common stocks of small companies whose stock prices are believed to be undervalued. Investment Approach: Invests at least 65% of its assets in companies with capitalizations similar to those in the Russell 2000 Index at the time of the fund’s investment. The stocks of these smaller companies may involve greater risk than investing in medium to large capitalization stocks, since they can be subject to more abrupt or erratic price movement than stocks of larger companies. Risk Level: Moderate to Aggressive Style: Small Cap Value Name: Calvert Social Investment Fund – Equity Portfolio – Class A Objective: To increase the value of your investment over the long term through capital growth. Investment Approach: At least 80% of its net assets in equity securities, including common and preferred stocks, and convertible securities. Such investments must satisfy the Portfolio’s investment and social criteria. The portfolio can invest up to 20% of its assets in money market instruments. Risk Level: Moderate to Aggressive Style: Large Cap Blend

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Name: Dresdner RCM Actively-Managed Equity Fund Objective: Seeks to provide a target total return of both dividends and capital appreciation in excess of the Standard and Poor’s 500 Stock Index, as measured over a full market cycle of three to five years. Investment Approach: Invests in the stocks of high quality companies which the investment manager’s research indicates should achieve above-average predictable earnings growth. The investments are derived from portfolios of Dresdner RCM Global Funds. Risk Level: Moderate to Aggressive Style: Large Cap Growth Name: Fidelity Dividend Growth Fund Objective: Seeks to provide capital appreciation. Investment Approach: Invests primarily in common stocks. Usually has at least 65% of total assets in companies that FMR believes has the potential for dividend growth either by increasing dividends or by commencing dividends, if none are currently paid. May invest in securities of domestic and foreign issuers. The fund does not invest for income. Risk Level: Moderate Style: Large Cap Growth Name: Fidelity Growth Company Fund Objective: Seeks to provide capital appreciation by investing in companies that the manager believes have above-average growth potential. Investment Approach: Normally invests primarily in common stocks that the manager believes has above average growth potential. The fund may invest in securities of domestic and foreign issuers. Share price and return will vary. Risk Level: Aggressive Style: Large Cap Growth Name: Fidelity Low-Priced Stock Fund Objective: Seeks to provide capital appreciation. Investment Approach: Usually invests at least 65% of total assets in low-priced common stocks (those priced below $35 per share), which can lead to investments in small and medium size companies. May invest in stocks not considered low-priced. The fund may invest in growth or value stocks or both. This fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of fund shares. If you sell your shares after holding them for less than 90 days, the fund will deduct a short-term trading fee from your account equal to 1.5% of the value of the shares you sold. Risk Level: Conservative to Moderate Style: Small Cap Value

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Name: Fidelity Mid-Cap Stock Fund Objective: Seeks long-term capital growth from investments in common stocks or their equivalent. Investment Approach: Invests at least 65% of its total assets in common stocks of companies with medium market capitalizations similar to companies in the S&P Mid-Cap 400 Index. The fund may potentially invest in companies with smaller or larger market capitalizations. Investments in smaller companies may involve greater risks than those of larger, more well-known companies. The fund may invest in securities of domestic and foreign issuers. This fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of fund shares. If you sell your shares after holding them for less than 30 days, the fund will deduct a short-term trading fee from your account equal to 0.75% of the value of the shares you sold. Risk Level: Aggressive Style: Mid Cap Growth Name: Oakmark Select Fund Objective: Seeks long-term capital appreciation by investing primarily in a non-diversified portfolio of equity securities of domestic companies. Investment Approach: Primarily invests in common stocks of U.S. companies. The fund is non-diversified, which means that it is not limited to a percentage of assets that it may invest in any one issuer. Since the fund can invest a greater portion of assets in securities of an individual issuer, it includes more risk than a diversified fund. The fund will generally have 15 to 20 securities in its portfolio. The fund searches for companies selling at a discount as compared with their true underlying value. Risk Level: Moderate Style: Large Cap Value Name: Fidelity Diversified International Fund Objective: Seeks to provide capital growth. Investment Approach: Invests primarily in foreign securities (equities issued by foreign-based companies and listed on foreign exchanges). Although the fund can invest in companies of any size and from any country, it invests mainly in common stocks of established companies in countries with developed economies (other than the United States). This fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of fund shares. If you sell your shares after holding them for less than 30 days, the fund will deduct a short-term trading fee from your account equal to 1.00% of the value of the shares you sold. Risk Level: Moderate to Aggressive Style: International Equity Please note that international investments contain additional risks that are not associated with U.S. domestic issues. These risks include changes in currency exchange rates and different economic conditions, government regulations and accounting standards. In addition, it is important to note that investments in small capitalization and emerging companies also involve greater than average risk. The value of these types of investments may fluctuate more widely than investments in larger, more established companies because smaller, emerging companies may have limited marketability and the issuers may have limited product lines, markets and financial resources.

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Name: Fidelity Freedom Income Funds These funds are designed for participants who want a simple yet diversified approach to investing for retirement. The Fidelity Freedom Income Funds invest in other Fidelity Mutual Funds to provide moderate asset allocation. The allocation strategy among the underlying stock, bond, and money market funds that compose each Freedom Fund with a target retirement date is based on the number of years until that date and will become more conservative as that date nears. The Fidelity Freedom Income Fund, designed for those already in retirement, emphasizes bond and money market mutual funds and seeks to maintain a stable asset allocation from year to year. Share price, yield, and return there may be a loss when shares are sold. Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Each Freedom Fund invests in a combination of underlying Fidelity stock, bond, and money market mutual funds. The asset mix of each Freedom Fund with a retirement Horizon will gradually become more conservative over time so investors can stay with the same fund before and after retirement. Freedom Funds with retirement target dates may invest in domestic and foreign stock funds and high yield and investment grade bond funds. Freedom Income Fund invests in domestic stock funds and investment grade bond funds as well as a money market fund. Foreign investments, especially those in emerging markets, involve greater risks and may offer greater potential returns than U.S investment. These risks include political and economic uncertainties of foreign countries and currency fluctuations. Investments in lower-rated securities involve greater risk than other debt securities including the risk of default. Risk Level: Conservative to Moderate Style: Life-Cycle Name: Fidelity Freedom 2000 Fund Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Invests approximately 26% in Fidelity stock mutual funds, 42% in Fidelity bond mutual funds, and 32% in Fidelity money market mutual funds. The mix of underlying funds will gradually become more conservative over time. Risk Level: Conservative to Moderate Style: Life-Cycle Name: Fidelity Freedom 2010 Fund Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Invests approximately 47% in Fidelity stock mutual funds, 44% in Fidelity bond mutual funds, and 9% in Fidelity money market mutual funds. The mix of underlying funds will gradually become more conservative over time. Risk Level: Moderate Style: Life-Cycle Name: Fidelity Freedom 2020 Fund Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Invests approximately 71% in Fidelity stock mutual funds and 29% in Fidelity bond mutual funds. The mix of underlying funds will gradually become more conservative over time. Risk Level: Moderate to Aggressive Style: Life-Cycle

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Name: Fidelity Freedom 2030 Fund Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Invests approximately 83% in Fidelity stock mutual funds and 17% in Fidelity bond mutual funds. The mix of underlying funds will gradually become more conservative over time. Risk Level: Aggressive Style: Life-Cycle Name: Fidelity Freedom 2040 Fund Objective: Targeting retirement dates seeking to provide high total returns. Investment Approach**: Invests in approximately 90% in Fidelity stock mutual funds and 10% in Fidelity bond mutual funds. The mix of underlying funds will gradually become more conservative over time. Risk Level: Aggressive Style: Life-Cycle NOTE: Neither the ILWU, PMA, Fidelity, nor the Savings Plan Committee is authorized to or will make any recommendations with respect to any investment fund selection. 11.

How Do I Make My Initial Investment Choices?

When enrolling over the telephone or online, a Participant is required to elect to have his or her deferrals invested in one or more of the twenty-two funds mentioned above. Each investment alternative must be in an increment of no less than 10 percent (10%), and the total of all investment choices must be one hundred percent (100%). If no designation is made (or the designation does not total one hundred percent (100%)), such deferrals shall be invested in the Fixed Income Fund. 12.

How Do I Change My Investments?

A Participant may elect, once each calendar month, to change his or her investment fund elections for future contributions in increments of one percent (1%). Subject to any limitations that may be set forth in the investment funds, a Participant may also transfer, once each calendar month, any portion of his or her balance from one or more investment funds to one or more other investment funds in increments of one percent (1%). To change your investment elections, simply call 1-800-761-ILWU or go online to http://www.netbenefits.com to access Fidelity NetBenefits. Generally, such changes will be effective the next time the market closes (4PM ET). 13.

How Do I Find Out How My Investments Are Doing?

You can get up-to-date information about your account by calling Fidelity Investments, at 1-800-761-ILWU and using the Voice Response System (VRS) or by going online to access Fidelity NetBenefits at http://www.netbenefits.com, you can get accurate and confidential information concerning: (a) Account and investment balances; (b) Contribution rates per qualified hour; (c) Investment elections; (d) Investment fund performance; and (e) Other general Plan information. This information is updated daily, except for investment exchanges and distributions, which are generally updated between 8:30PM and 9PM (ET). In addition, as quickly as administratively possible but no later than 20 days after the end of each quarter, you will receive a quarterly statement on your account. These statements are mailed to you at your payroll address. -11-

14.

Are Loans Or Withdrawals Allowed In The ILWU-PMA Savings (40l(k)) Plan?

The Plan does not allow Participants to take out loans. Under certain limited circumstances, a Participant will be allowed to take a withdrawal from his or her Plan account on the basis of hardship. In order to receive a hardship withdrawal distribution, a Participant must telephone Fidelity at 1-800-761ILWU and a package will be sent. The application must represent in writing that the Participant requires the distribution to meet an immediate and heavy financial need that falls under one of the following categories: (a) medical expenses; (b) costs directly related to purchase of a principal residence for the Participant (excluding mortgage payments); (c) payment of tuition for the next 12 months of post-secondary education for the Participant or the Participant’s spouse, child, or other dependent; or (d) to prevent eviction or foreclosure on the mortgage of the Participant from his or her principal residence. The distribution cannot exceed the amount necessary to meet the specified immediate and heavy financial need. This amount includes amounts needed to pay federal, state, and local income taxes and penalties reasonably anticipated to result from the distribution. Any hardship distribution taken by you must be in the form of a single lump sum. The distribution will be taken from the Elective Deferrals that you have made to your account, without regard to any investment earnings or other income on the Elective Deferrals. 15.

Who Pays The Administrative Costs Of The Plan?

PMA is responsible to pay all administrative expenses of the Plan and Trust. (However, investment management fees and transaction costs are not administrative expenses and will be charged against the respective fund’s earnings.) 16.

Who Holds My Contributions?

Assets of the Plan are held in trust by Fidelity Management Trust Company, located at 82 Devonshire Street, Boston, MA 02109. Once you make a contribution, it is transferred to the Trust on the same day, where it is managed by the Trustee. Neither PMA nor any employer has any beneficial interest in any asset of the Trust, and no portion of any asset in the Trust may ever revert to or be repaid to PMA or any employer. Your contributions and earnings thereon (or losses) are always one hundred percent (100%) vested, and owned by you unless a valid court order requires that they be paid to an alternate payee, such as a child or former spouse. 17.

When Can I Receive My Contributions And Earnings From The Plan?

You become eligible to receive your account balance (contributions and earnings) at the time of your death, retirement, deregistration, or when you reach age 59 ½. 18.

If I Deregister or Retire, How Do I Apply For My Benefits?

A Participant may receive a single “lump sum” cash distribution of his or her Plan account upon deregistration, including deregistration upon retirement, under the ILWU-PMA Pension Plan (i.e., Separation Date) by contacting Fidelity at 1-800-761-ILWU and requesting a distribution. You may also “rollover” all or a portion of your Plan account to an Individual Retirement Account or to another tax-qualified plan of which you are a member. Income taxes must be withheld on any amounts distributed directly to you. If you retire or if you become deregistered and your account balance is $5,000 or less, your account will be automatically paid to you, without your consent. 19.

May I Apply For My Benefits While I Am Still Registered?

A Participant may elect to receive a cash distribution of his or her Plan account at or after he or she reaches age 59 ½, even if he or she is still registered and working in the Industry. If the Accrued Benefit in your Plan account is less than $5,000, you may elect to receive a distribution of your entire account. If the Accrued Benefit in your Plan account is $5,000 or more, you may elect to receive a distribution of all or part of your account in a single sum payment. If you request less than 100% of your Accrued Benefit, you may not request amounts that are less than $1,000 for distribution. You may not make an additional request for distribution for thirty (30) days from the date of a prior request. To make a request for distribution, you must contact Fidelity at 1-800-761-ILWU.

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20.

Is There A Mandatory Date In Which I Must Begin Receiving Benefits?

Yes. If you are retired or deregistered and have elected to leave your money in the Plan, you will be required to begin taking “minimum required distributions” the 1st of April following the year in which you turn age 70 ½. For questions regarding minimum required distributions, contact Fidelity at 1-800-761-ILWU and speak to a Service Representative, or go online to Fidelity NetBenefits at http://www.netbenefits.com and select minimum required distribution. 21.

If I Die, Who Receives My Savings Plan Benefits?

When you initially enroll in the Plan, you are asked to name a primary beneficiary — someone who receives payments from your account if you die. If you are married, your spouse is automatically your primary beneficiary. If you want to name someone other than or in addition to your spouse as your primary beneficiary, or if you decide to change a beneficiary you previously named, you must contact Fidelity at 1-800-761-ILWU, who will assist you in making this change. In either case, if you are married, your spouse must consent by signing the form in the presence of a notary public. Subject to this requirement, you may change your beneficiary at any time. You may also name more than one beneficiary. If you die, the full value of your Plan account may be paid to your primary beneficiary. If your primary beneficiary is no longer living, the account is distributed to your secondary beneficiary. If you have not named a beneficiary, or if your designated primary and secondary beneficiaries die before or with you, your account will be distributed in the following order: -

To your spouse; or if you are not married,

-

To your children, or if they are deceased their children;

-

To your parent(s); or

-

To your estate.

If your beneficiary outlives you, but dies before receiving payment from your Plan account, the full value of your account is paid to your beneficiary’s estate. 22.

What Is The Current Tax Advantage Of The Plan?

The Plan lets you reduce your taxes while saving for the future by allowing you to make contributions on a before-tax basis. This is how the process works: When you enroll, you can direct PMA to treat up to Eight Dollars ($8.00) of your hourly pay as before-tax contributions to the Plan (up to $12,000 in 2003. In addition, if you are over the age of 50, another $2,000 may be contributed). That way, your savings go into the Plan before income taxes are withheld and are not subject to income taxes until distributed. However, you are still required to pay social security taxes on the full amount of your pay. Because your taxable income is lower, your federal income taxes are lower, and, in most cases, state and local taxes are lower, too. So, your current spendable income is increased over what it would be if you saved through a typical savings account. Moreover, any earnings on your contributions are not taxed until distributed. 23.

What Is The ILWU-PMA Savings (401(k)) Plan Line?

To ensure that you will have fast access to information about the money you save, the Plan is serviced by Fidelity’s ILWU-PMA Savings (401(k)) Plan Line. The Savings Plan Line is staffed by Fidelity Customer Service Representatives who are knowledgeable about the Plan, and are available to help if you have questions about eligibility requirements, the Plan’s enrollment procedures, the status of investment funds, or any other information you may need to know.

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Within 14 days after you are registered, you can either dial 1-800-761-ILWU or go online to access Fidelity’s NetBenefits at http://www.netbenefits.com and create a Personal Identification Number (PIN), which will enable you to access your account information. The Savings Plan Line offers you the convenience of toll-free telephone access. Using a touch tone phone, you can dial 1-800-761-ILWU, enter your PIN, Social Security and registration numbers, and obtain current information on your: -

Total account and investment fund balances;

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Contribution rate per qualified hour;

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Investment choices;

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Investment fund performance, as well as other general information about your Plan.

You can also easily and conveniently initiate the following transactions by calling Fidelity’s Savings Plan Line: -

Distributions/Withdrawals;

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Fund transfers;

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Changes in your investment fund choices for future contributions;

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Changes in your beneficiary(ies); or

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Changes to your address. (Only if you are retired or deregistered – Actives must change addresses through the PMA Payroll System.)

The Savings Plan Line is a resource that will make it easy and convenient for you to manage your Plan account. 24.

What Is NetBenefits?

NetBenefits is Fidelity’s website that helps you manage your Plan account and create an effective strategy for your Plan success – virtually 24 hours a day. To setup your NetBenefits account, you will need a Personal Identification Number (PIN), which you can create online. This is also the same number you use when accessing your account through the automated phone system. By going online at http://www.netbenefits.com, NetBenefits allows you to: -

See your account balances and see transaction histories.

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Plan your investment and savings strategies with interactive tools and calculators.

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Change contribution amounts and investment mixes.

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Request a mutual fund prospectus and get more information about your plan account.

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Learn more about investing principles and financial management.

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Update personal data and review benefits information

This information is updated daily, with the exception of investment exchanges and distributions, which are generally updated between 8:30PM-9PM (ET).

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25.

How Are Claims Handled?

A Plan Participant or beneficiary may file a written claim with the Savings Plan Committee to obtain benefits or to clarify his or her rights under the Plan. If the claim is denied in whole or in part, the claimant will receive a notice of denial, written in a manner calculated to be understood by the claimant and setting forth the reason(s) for the denial, reference(s) to the Plan provision(s) on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim with an explanation of why the material or information is necessary, and information as to steps to be taken if the claimant wishes to submit the claim for review. The notice of denial will be given within ninety (90) days after the claim is received (180 days if special circumstances require an extension of time, in which event the claimant will be given written notice within the initial ninety (90) days stating the special circumstances and the date a decision may be expected). If no notice of denial is given, the claimant may appeal the claim as though it had been denied. To appeal a denied claim, the claimant must apply to the Savings Plan Committee in writing for review of the denial within sixty (60) days after receiving notice of the denial. The claimant or his or her legal representative may submit issues and comments in writing to the Savings Plan Committee and may review pertinent documents concerning the claim. The Savings Plan Committee will appoint a claim review committee which will, within sixty (60) days after receiving the request for review (120 days if special circumstances require an extension of time, in which event the Committee will notify the claimant of the special circumstances), provide written notice to the claimant of its decision, and, in the event the denial is upheld on review, state the specific reason(s) and reference to specific Plan provision(s) on which the decision is based. 26.

What Rights And Protections Do I Have By Law?

As a Participant, 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 during normal business hours, all Plan documents, including all collective bargaining agreements, and copies of all documents filed by the Plan with the United States Department of Labor, such as detailed annual financial reports and Plan descriptions. Obtain copies of all Plan documents and other Plan information upon written request to the Savings Plan Committee. The Committee 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. In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your 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, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan review and reconsider your claim as outlined in Question No. 24. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within thirty (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 up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the 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. 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 person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if 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, you should contact the nearest Area Office of the U.S. LaborManagement Services Administration, Department of Labor. -15-

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