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Hercules Incorporated Employee Pension Restoration Plan

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Hercules Incorporated

Employee Pension Restoration Plan

Effective January 1, 2008

1. Purpose

Hercules Incorporated maintains the Pension Plan of Hercules Incorporated (the " Pension Plan"), a tax-qualified defined benefit pension plan for salaried employees, nonrepresented hourly employees and certain represented hourly employee groups. A number of key employees will be unable to receive their maximum retirement benefits from the Pension Plan because of limitations imposed by the Internal Revenue Code of 1986, as amended ("Code") and related Internal Revenue Service regulations on the amount of benefits that may be paid from the Pension Plan, and further, by reason of the permitted method of accruing benefits under the Pension Plan, certain key employees who are hired in mid career will accrue a retirement benefit which is less than a full pension. The purpose of t he Hercules Incorporated Employee Pension Restoration Plan (the "Restoration Plan ?) is to restore the aforementioned shortfall, and in certain cases, to provide additional pension accrual pursuant to employment agreements between Hercules and certain key employees.

2. Type of Plan

The Restoration Plan is a nonqualified plan of retirement benefits and is not part of the Pension Plan. Any benefit payable by an Employer shall be paid out of its general assets, shall not be funded in advance, and shall represent solely an unsecured contract obligation of the Employer. The Restoration Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Restoration Plan is intended to satisfy the requirements of Section 409A of the Code.

3. Definitions
(a) Administrator shall mean the Vice President of Human Resources of Hercules, who shall administer the Plan.
(b) Board shall mean, as to each Employer, the Board of Directors of such Employer.
(c) Code shall mean the Internal Revenue Code of 1986, as amended.
(d) Early Retirement Date shall mean the date as of which a Participant is entitled to receive an immediate pension under the Pension Plan, but not earlier than age 55.


(e) Employer shall mean Hercules Incorporated and also any employer which is a Participating Company in the Pension Plan (as defined in the Pension Plan) and which elects to become an Employer under this Plan by action of its Board, provided that the Board of Directors of Hercules Incorporated consents thereto.
(f) Participant shall mean (i) an employee of an Employer who would receive a pension benefit from the Pension Plan in excess of his actual pension benefit from the Pension Plan if that employee had not been subject to the limitation on benefits described in Paragraph 6 or the limitation on compensation described in Paragraph 7, or if the employee had not deferred salary or bonus under the Hercules Deferred Compensation Plan, or (ii) a key employee with an agreement as referenced in Sections 1 and 5 herein.
(g) Pension Plan shall mean the Pension Plan of Hercules Incorporated, as it may be amended from time to time.
(h) Restoration Plan shall mean this Hercules Incorporated Employee Pension Restoration Plan, as it may be amended from time to time.

4. Incorporate By Reference Pension Plan of Hercules Incorporated into the Restoration Plan

The relevant provisions of the Pension Plan including, but not limited to provisions relating to vesting, service credit, determination of form of payment, and designations of beneficiaries, but excluding provisions regarding suspension of benefits, are hereby incorporated by reference into the Restoration Plan as though herein set forth in full. Notwithstanding the previous sentence, this Restoration Plan, under conditions noted herein, provides for modifications of the Pension Plan provisions in order to meet the specific objectives of the Restoration Plan and to comply with provisions of Section 409A of the Code.

5. Individual Employment Contract Adjustments

The years of service for benefit accrual and vesting service shall be computed according to the terms of the Pension Plan except as adjusted by employment agreements between Employer and a Participant, or as otherwise properly adjusted, including adjustments that may aggregate a Participant's periods of service prior to employment with the Employer with vesting and accrual service normally accrued


under the Pension Plan, or which may provide for additional periods of service in the event of a change in control of Hercules Incorporated.

6. Section 415 Limitations Adjustment

The Restoration Plan benefit shall be computed without regard to the limitations imposed by Section 415 of the Code.

7. Compensation Adjustment

Pensionable compensation, as defined under the Pension Plan, shall be expanded to include the following items:

(a) salary and bonuses deferred under the Hercules Deferred Compensation Plan, but only to the extent such deferrals do not reduce pensionable compensation below the annual limit set forth in Section 401(a)(17) of the Code, and
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