AMERICAN MARITIME OFFICERS

PENSION PLAN

Summary Plan Description

Group I Deep Sea/Inland Waters/Great Lakes

&

Group IIE – Inland Waters

January 1, 2012

TABLE OF CONTENTS

INTRODUCTION............................................................................................................................................................... 1

BOARD OF TRUSTEES .................................................................................................................................................... 2

GENERAL INFORMATION ............................................................................................................................................ 5

TYPE OF PLAN.................................................................................................................................................................... 5 PLAN ADMINISTRATION..................................................................................................................................................... 5 SAFEGUARDING YOUR BENEFITS ....................................................................................................................................... 5 FUNDING OF THE PLAN – CONTRIBUTIONS......................................................................................................................... 6 AMO PENSION PLAN BENEFITS ......................................................................................................................................... 6

Pension Benefit (Defined Benefit)................................................................................................................................. 6 Money Purchase Benefit (Defined Contribution) ......................................................................................................... 6

OBTAINING INFORMATION AND FORMS ............................................................................................................................. 7 COPIES OF PLAN DOCUMENTS............................................................................................................................................ 7

PENSION BENEFIT (DEFINED BENEFIT)................................................................................................................... 8

ELIGIBLE EMPLOYEES........................................................................................................................................................ 8 FUNDING............................................................................................................................................................................ 8 TYPES OF BENEFITS ........................................................................................................................................................... 8 ESTIMATE .......................................................................................................................................................................... 8

ACCUMULATION OF PENSION CREDIT ................................................................................................................... 9

COVERED EMPLOYMENT.................................................................................................................................................... 9 RECIPROCAL AGREEMENTS................................................................................................................................................ 9

AMOUNT OF PENSION CREDIT................................................................................................................................. 10

PENSION CREDIT.............................................................................................................................................................. 10 SERVICE WITH NEWLY CONTRIBUTING EMPLOYER (PRIOR TO 9/15/03) .......................................................................... 10 PAST SERVICE CREDIT IN THE MARITIME INDUSTRY (PRIOR TO 9/15/03) ........................................................................ 10

VESTING, BREAKS-IN-SERVICE AND CANCELLATION OF PENSION CREDIT........................................... 11

VESTING CREDIT.............................................................................................................................................................. 11 VESTED BENEFIT ............................................................................................................................................................. 11 BREAK-IN-SERVICE ......................................................................................................................................................... 11 CANCELLATION OF PENSION AND VESTING CREDITS ....................................................................................................... 12 WAIVER OF BREAK-IN-SERVICE (GROUP 1 ONLY) .......................................................................................................... 12

COMPUTATION OF PAY .............................................................................................................................................. 13

GROUP I PENSION BENEFITS ............................................................................................................................................ 13

BENEFITS SUBJECT TO OFFSET ............................................................................................................................... 15

COMPANY PENSION PLAN ................................................................................................................................................ 15 OTHER PENSION PLAN ..................................................................................................................................................... 15 OPTION B PARTICIPANTS ................................................................................................................................................. 15

FORMS OF BENEFIT PAYMENT ................................................................................................................................ 16

DEFINITION OF NORMAL FORMS OF RETIREMENT BENEFIT PAYMENT ............................................................................. 16 Married Participants - 100% Joint and Survivor Annuity ......................................................................................... 16 Single Participants - Life Annuity............................................................................................................................... 16

January 1, 2012 i

DEFINITION OF OPTIONAL FORMS OF RETIREMENT BENEFIT PAYMENT FOR MARRIED PARTICIPANTS ONLY....... 16

SELECTION OF BENEFIT PAYMENT OPTIONS..................................................................................................... 17

ELECTION PROCEDURE .................................................................................................................................................... 17 EFFECT ON PRE-RETIREMENT SURVIVOR BENEFIT .......................................................................................................... 17 RIGHT TO REVOKE WAIVER............................................................................................................................................. 17 POST-RETIREMENT SURVIVOR BENEFIT........................................................................................................................... 17 PRE-RETIREMENT SURVIVOR BENEFITS........................................................................................................................... 18

RETIREMENT DEFINITIONS ...................................................................................................................................... 19

RETIREMENT.................................................................................................................................................................... 19 NORMAL RETIREMENT AGE............................................................................................................................................. 19

MANDATORY DISTRIBUTION.................................................................................................................................... 19

CASH-OUT PROVISION ................................................................................................................................................ 19

APPLICATION FOR PENSION BENEFITS ................................................................................................................ 20

EFFECTIVE DATE ............................................................................................................................................................. 20 WHEN SHOULD YOU FILE? .............................................................................................................................................. 20 WHEN DO YOU GET THE FIRST CHECK? ......................................................................................................................... 20 WHEN CAN YOU EXPECT YOUR MONTHLY BENEFIT CHECK?......................................................................................... 20 ADDITIONAL REQUIREMENTS FOR DISABILITY PENSIONS ................................................................................................ 20

MONEY PURCHASE BENEFIT (DEFINED CONTRIBUTION) .............................................................................. 21

PARTICIPATION ................................................................................................................................................................ 21 VESTED BENEFIT ............................................................................................................................................................. 21 INVESTMENT OF MPB FUNDS .......................................................................................................................................... 21 INVESTMENT RISK .......................................................................................................................................................... 21

INVESTMENT OPTIONS ............................................................................................................................................... 22

MUTUAL FUNDS............................................................................................................................................................... 22 ASSET ALLOCATION MODELS................................................................................................................................. 24 STATEMENT OF ACCOUNT................................................................................................................................................ 24

DISTRIBUTION OF MPB ACCOUNT BALANCE ..................................................................................................... 24

TIME OF PAYMENT........................................................................................................................................................... 24 Death .......................................................................................................................................................................... 24 Retirement................................................................................................................................................................... 25 Permanent and Total Disability.................................................................................................................................. 25 Permanent Withdrawal from the Industry .................................................................................................................. 25 Qualified Domestic Relations Order (QDRO)............................................................................................................ 25

METHOD OF PAYMENT..................................................................................................................................................... 25 BENEFICIARY DESIGNATION FORM .................................................................................................................................. 25 CASH-OUT PROVISION..................................................................................................................................................... 26

SUSPENSIONS AND/OR LIMITATIONS OF BENEFIT PAYMENTS .................................................................... 27

QUALIFIED DOMESTIC RELATIONS ORDER (QDRO)........................................................................................................ 27 RETURN TO WORK - RE-EMPLOYMENT OF PENSIONERS .................................................................................................. 27 FEDERAL TAX LIENS........................................................................................................................................................ 28 PLAN IMPROVEMENTS/CHANGES ..................................................................................................................................... 28

AMENDMENTS, ELIMINATION OF BENEFITS AND PLAN TERMINATION .................................................. 29

AMENDMENT ................................................................................................................................................................... 29 DISCONTINUANCE............................................................................................................................................................ 29 PENSION BENEFIT GUARANTY CORPORATION ................................................................................................................. 29

January 1, 2012 ii

APPEAL PROCEDURE................................................................................................................................................... 31

January 1, 2012 iii

STATEMENT OF ERISA RIGHTS................................................................................................................................ 32

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS ........................................................................................... 32 PRUDENT ACTION BY PLAN FIDUCIARIES ........................................................................................................................ 33 ENFORCE YOUR RIGHTS .................................................................................................................................................. 33 ASSISTANCE WITH YOUR QUESTIONS............................................................................................................................... 33

CALCULATION OF PENSION BENEFIT ................................................................................................................... 34

CALCULATION ................................................................................................................................................................. 34 EXAMPLE ......................................................................................................................................................................... 34

SCHEDULE OF BENEFITS............................................................................................................................................ 35

GROUP I DEEP SEA/INLAND WATERS/GREAT LAKES....................................................................................................... 36 GROUP IIE INLAND WATERS ........................................................................................................................................... 37

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January 1, 2012 1

AMERICAN MARITIME OFFICERS PENSION PLAN

INTRODUCTION

The Trustees of the American Maritime Officers (AMO) Pension Plan are pleased to present you with this updated booklet summarizing your benefits under the AMO Pension Plan. This booklet is referred to as the Plan’s Summary Plan Description (the “SPD”). The SPD is intended to outline the principal provisions of the Plan so that you may know your rights and duties under the Plan. The Trustees reserve the right to amend, modify or terminate the Plan, in whole or in part, at any time and for any reason. You will be notified of any changes.

Please remember that this SPD does not provide you with the full details of the Plan nor does it change the written Plan document that determines your rights under the Plan. A copy of the Plan document is available upon request from the Plan Office. If there is a conflict between the official Plan document and this SPD, the language of the Plan document will govern.

Please note that no one except the Board of Trustees (or its designees) has the authority to interpret and construe the terms of the Plan, including this booklet and the other official Plan documents, to make any promises to you about it, or to change the provisions of the Plan. The Board of Trustees has the exclusive right and power, in its sole and absolute discretion, to interpret the Plan documents and decide all matters under the Plan, including, without limitation, the right to make all decisions with respect to eligibility for and the amounts of benefits payable under the Plan and the right to resolve any possible ambiguities, inconsistencies or omissions concerning the Fund or the Plan. All determinations of the Board of Trustees (or its duly authorized designees) are final and binding on all persons and will be given full force and effect.

Please read this booklet carefully and retain it for future reference. If you have any questions, the Plan Office will be pleased to help you.

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AMERICAN MARITIME OFFICERS (AMO) PENSION PLAN

BOARD OF TRUSTEES

UNION TRUSTEES EMPLOYER TRUSTEES Thomas Bethel National President American Maritime Officers 601 S. Federal Highway Dania Beach, FL 33004

F. Anthony Naccarato 7 Lawrence Court Syosset, NY 11971

Jose Leonard National Secretary-Treasurer American Maritime Officers 601 S. Federal Highway Dania Beach, FL 33004

Robert Rogers Vice President, Human Resources Interocean American Shipping Corporation 302 Harper Drive, Suite 200 Moorestown, NJ 08057

Joseph Gremelsbacker National Vice President/Deep Sea American Maritime Officers 601 S. Federal Highway Dania Beach, FL 33004

David Schultze Manager, Fleet Human Resources Keystone Shipping Company 1 Bala Plaza, Suite 600 Bala Cynwyd, PA 19004

J. Michael Murphy National Vice President/Government Relations American Maritime Officers 490 L’Enfant Plaza East, SW Suite 7204 Washington, D.C. 20024

Steven Demeroutis Vice President, Labor Relations Crowley Maritime Corporation 9487 Regency Square Blvd. Jacksonville, FL 32225-8126

Donald Cree Great Lakes Special Assistant to the National President American Maritime Officers 1 Maritime Plaza Toledo, OH 43604 Robert Kiefer National Executive Vice President American Maritime Officers 2 International Plaza Suite 422 Philadelphia, PA 19113

Edward Hanley Vice President, Labor Relations Maersk Line Ltd. One Commercial Place Norfolk, VA 23510-2103 Todd Johnson President and CEO Pacific Gulf Marine, Inc. 401 Whitney Avenue, Suite 511 Gretna, LA 70056

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ALTERNATE UNION TRUSTEES ALTERNATE EMPLOYER TRUSTEES Donald Nilsson National Assistant Vice President American Maritime Officers 463 Livingston Street Suite 102 – PMB 60 Norwood, NJ 07648 Brian Krus Senior National Assistant Vice President American Maritime Officers 1 Maritime Plaza Toledo, OH 43604

Gerald A. Carbiener Director, Labor Relations APL Maritime, Ltd. 2781 Davis Court Minden, NV 89423-9000 Norm Gauslow Vice President, Marine Labor Relations OSG Ship Management, Inc. 302 Knights Run Avenue, Suite 1200 Tampa, FL 33602

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AMERICAN MARITIME OFFICERS PENSION PLAN - PLAN DESCRIPTION

NAME OF PLAN: American Maritime Officers Pension Plan

NAME, ADDRESS AND Board of Trustees TELEPHONE NUMBER OF American Maritime Officers Pension Plan PLAN SPONSOR: 2 West Dixie Highway, Dania Beach, FL 33004 (954) 920-4247 or (800) 348-6515 EMPLOYER ID NUMBER: 13-1936709 PLAN NUMBER: 001 PLAN YEAR: October 1 – September 30 TYPE OF PLAN: Defined Benefit & Defined Contribution TYPE OF ADMINISTRATION: Trustee Administered PLAN ADMINISTRATOR: Board of Trustees American Maritime Officers Pension Plan 2 West Dixie Highway, Dania Beach, FL 33004 (954) 920-4247 or (800) 348-6515

Recordkeeper: The Newport Group 300 International Parkway, Suite 270 Heathrow, Florida 32746 (800) 650-1065 Custodian/Agent for Investment Transactions: Wilmington Trust Retirement and

Institutional Services Company 2800 North Central Avenue, Suite 900 Phoenix, AZ 85004 (800) 458-9269 Consultant: Morgan Stanley Smith Barney, LLC 595 South Federal Highway, 4th Floor Boca Raton, FL 33432 (800) 975-7061

The Board of Trustees welcomes questions and encourages Participants and their families to make inquiries directly to the Plan Office. The Plan Office is located at 2 West Dixie Highway, Dania Beach, Florida 33004. The Administrator is the agent for service of legal process. Process may be served on the Administrator at the Plan Office. Service of process may also be upon a Plan Trustee.

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AMERICAN MARITIME OFFICERS (AMO) PENSION PLAN

SUMMARY PLAN DESCRIPTION

GENERAL INFORMATION

TYPE OF PLAN The American Maritime Officers Pension Plan, frequently referred to as the AMO Pension Plan, is a multiemployer pension plan that provides two different benefits: a defined benefit pension and a defined contribution benefit (account). The following is a summary of the current benefits provided to Deep Sea, Great Lakes and Inland Waters Participants under the American Maritime Officers Pension Plan. Participants who terminated employment prior to January 2012 will generally be governed by the terms of the Plan in effect at the time of termination. For information concerning the terms and provisions of the Plan as in effect from time to time, please contact the Plan Office.

The purpose of this summary is to convey important information; it is not intended to interpret, extend or change in any way the Rules and Regulations of the Plan, which will govern in all cases. PLAN ADMINISTRATION

The AMO Pension Plan is administered by a joint Board of Trustees consisting of an equal number of union and employer designated Trustees. The names of current Trustees are on pages 2 and 3. An Executive Director and staff supervise the day-to-day operations of the Plan. Administrative costs are paid by a small percentage of the contributions received.

The Plan is maintained pursuant to collective bargaining agreements between American Maritime Officers and its affiliate, District 2A TTWISEU (collectively “the Union”) and contracted companies. The benefits vary according to the respective collective bargaining agreements with signatory companies. A complete list of contracted companies and copies of applicable agreements may be obtained upon written request to the Plan Office and are available for examination, upon prior written request, at the locations listed on page 7. Participants are also entitled to receive, free of charge, information as to whether a particular employer is a contracted company (also referred to as a participating employer) of the AMO Pension Plan.

The Board of Trustees reserves the right, in its sole discretion, to interpret, amend, modify or terminate any provisions of the Plan and any benefits provided under the Plan, and to determine the eligibility of an individual for benefits, provided that no amendment or modification may reduce benefit rights that have accrued as long as funds are available for payment of the accrued benefits, unless as provided by law. A denial of benefits may be appealed to the Board of Trustees. The Appeals procedure is explained in detail on page 31.

SAFEGUARDING YOUR BENEFITS

The Plan's records are regularly audited by independent certified public accountants and an annual review is conducted by the Plan's actuaries. An annual financial report of the Plan's activities is filed with the U.S. Department of Labor and a summary of the report is published in the AMO's newspaper.

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FUNDING OF THE PLAN – CONTRIBUTIONS

Contributions to the Plan are made by participating employers in accordance with the terms of their collective bargaining agreements with the Union or participation agreements. Employer contributions are held in trust and invested by the Plan's Investment Managers. The Investment Managers’ performance is monitored by an independent investment consulting firm and reviewed by the Trustees on a quarterly basis. AMO PENSION PLAN BENEFITS The American Maritime Officers Pension Plan provides two different types of benefits: a defined benefit pension and a defined contribution account.

Pension Benefit (Defined Benefit) Once a Participant accrues sufficient years of Pension Credit, eligibility is established for a specified monthly benefit. The amount of the benefit is dependent on years of pension credit, and the company or companies for which the Participant worked. Because the Plan has been determined by the Plan’s actuaries to be in “critical status” as defined under the Pension Protection Act of 2006, pension benefit accruals under the defined benefit portion of the Plan have been frozen under the Plan’s rehabilitation plan beginning January 1, 2010. No additional pension benefits will be earned on or after that date except for vesting and eligibility purposes. Money Purchase Benefit (Defined Contribution) Certain employers agree to contribute an amount equal to a percentage of a Participant’s compensation to an account on behalf of eligible Participants. Participants are eligible for a benefit based on the contributions made on their behalf and earnings or losses on those contributions. Refer to pages 21 – 26 for further information.

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OBTAINING INFORMATION AND FORMS

Information and forms may be obtained by contacting the Plan Office: AMO Pension Plan 2 West Dixie Highway Dania Beach, FL 33004 (954) 922-7539, ext. 14 or (800) 348-6515 amopension@amoplans.com COPIES OF PLAN DOCUMENTS Copies of Plan Rules and Regulations will be made available for review at the following locations upon prior written request to the Plan Office: 2 West Dixie Highway 601 South Federal Highway Dania Beach, FL 33004 Dania Beach, FL 33004 (800) 348-6515 ext. 14 954-922-2221 or 800-362-0513 2724 61st Street 490 L’Enfant Plaza East, S.W Suite B, PMB 192 Suite 7204 Galveston, TX 77551 Washington, D.C. 20024 (800) 362-0513 ext. 2001 (202) 479-1166 or (800) 362-0513 ext. 7001 2 International Plaza 1 Maritime Plaza Suite 422 Third Floor Philadelphia, PA 19113 Toledo, Ohio 43604 (800) 362-0513 ext. – 4001 or 4002 (419) 255-3940 or (800) 221-9395 463 Livingston Street 1121 7th Street Suite 102, PMB 60 2nd Floor Norwood, NJ 07648 Oakland, CA 94607 (800) 362-0513 ext. 3004 (510) 444-5301 or (800) 362-0513 ext. 5001

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PENSION BENEFIT (DEFINED BENEFIT)

ELIGIBLE EMPLOYEES Employees of companies with collective bargaining agreements with the Union obliging them to make contributions to the American Maritime Officers Pension Plan are eligible to participate. Officials and employees of the Union, and employees of the American Maritime Officers Plans are also eligible to participate.

FUNDING

Contributions to the AMO Pension Plan, which has been granted tax-exempt status by the Internal Revenue Service as a qualified pension fund, are made by contributing employers in accordance with the terms of their collective bargaining agreement or participation agreement. Contributions are paid out as benefits to eligible Participants, and if applicable, their surviving spouses or dependents. Contributions that are not paid out in the form of current benefits are invested and kept in reserve for future benefit payments.

The consulting actuaries make an annual review of the Plan, including its assets and liabilities, and then report to the Board of Trustees on the contribution levels recommended for funding the defined benefits under the pension fund.

No Participant has any right or interest in any of the income or property received or held by or for the account of the pension fund, and no person shall have any vested right to benefits except through fulfillment of all the conditions and requirements set forth in the Rules and Regulations of the AMO Pension Plan. TYPES OF BENEFITS

The AMO Pension Plan provides four different types of defined benefit pensions: REGULAR, REDUCED, DISABILITY and EARLY RETIREMENT. To be eligible for a pension, a Participant must meet certain age and/or years of Pension Credit requirements. The amount of benefit is dependent on the Participant's years of work in Covered Employment for which Pension Credit is granted, and the company(ies) for which the employee worked. In addition, if there is a provision for a wage related pension, then the benefit is dependent on the Participant's "pay" (see page 13 for what constitutes "pay"). The requirements for each of these types of pension and the monthly benefit amount payable varies according to the area(s) and/or company(ies) with which a Participant was employed. Refer to the schedules on pages 36 and 37. ESTIMATE A Participant can, no more than once a year, request that the Plan Office calculate an estimated pension benefit. This can be done by a written request to the Plan Office.

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ACCUMULATION OF PENSION CREDIT

Because the Plan has been determined to be in “critical status” as discussed above, pension benefit accruals under the defined benefit portion of the Plan have been frozen beginning January 1, 2010. No additional pension credit will be earned on or after that date except for vesting and eligibility purposes.

COVERED EMPLOYMENT Pension Credits are earned while working in employment covered by the American Maritime Officers Pension Plan. Covered Employment under the American Maritime Officers Pension Plan includes the following:

Days of actual employment with participating employers. Days of disability for which the Participant receives Disability Benefits from the AMO Medical

Plan while employment with a participating employer is available to him. Qualified Military Service to the extent required by Federal law. Days of participation as an observer under the Observer Training Program sponsored by the

American Maritime Officers Safety & Education Plan.

For Group I Deep Sea Participants Only Days of paid vacation (when taken) under the AMO Vacation Plan. Days for which the Participant receives unearned wages and for which the employer makes

contributions to this Plan.

For Group I Great Lakes Participants Only Days for which a Participant receives company paid sick leave from an employer signatory to this

Plan. Days of paid vacation (when taken) under the AMO Vacation Plan, or if so provided under the

applicable collective bargaining agreement, days of Family Leave for which the employer makes contributions to this Plan.

For Group I Inland Water Participants Only

Bonus days if so provided in the applicable collective bargaining agreement.

RECIPROCAL AGREEMENTS

A Participant may earn credit for eligibility and vesting purposes under this or another plan by virtue of reciprocity between this Plan and another plan with which there is a signed Reciprocal Agreement. The following is a list of Reciprocal Agreements.

o Reciprocal Agreement between AMERICAN MARITIME OFFICERS PENSION PLAN and SEAFARERS PENSION

Plan.

o Reciprocal Agreement between DISTRICT 1 MEBA PENSION TRUST and AMERICAN MARITIME OFFICERS

PENSION PLAN (Participant must have service under both Plans prior to August 1, 1994).

o Reciprocal Agreement between DISTRICT 2A TTWISEU PENSION AND SEVERANCE PLAN and AMERICAN

MARITIME OFFICERS PENSION PLAN. o Eligibility Credit Agreement between AMO PENSION PLAN and SEAFARERS MARITIME UNION MONEY

PURCHASE PENSION PLAN.

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AMOUNT OF PENSION CREDIT PENSION CREDIT

Because the Plan has been determined to be in “critical status” as discussed above, pension benefit accruals under the defined benefit portion of the Plan have been frozen beginning January 1, 2010. No additional pension credit will be earned on or after that date except for vesting and eligibility purposes.

For service on and after January 1, 1956* Pension Credit will be granted based on the following schedule:

Days of Covered Employment in a Calendar year

Number of Quarters Credited

Less than 50 None 50 to 99 1

100 to 149 2 150 to 199 3

200 or More 4

* Prior schedules may vary and may be obtained at the Plan Office.

SERVICE WITH NEWLY CONTRIBUTING EMPLOYER (PRIOR TO 9/15/03) If an employee became a Participant as part of a new unit entering into an agreement with the American Maritime Officers prior to September 15, 2003, the Participant may be credited with all continuous employment with the employer in that unit after his employer has contributed to the Plan for one year, provided the Participant remained in the employ of the employer at the conclusion of the one year and had 200 days of Covered Employment during the year. PAST SERVICE CREDIT IN THE MARITIME INDUSTRY (PRIOR TO 9/15/03) If an employee first became a Participant in this plan prior to September 15, 2003 and was formerly a Participant in any other pension plan in the maritime industry (excluding those plans with which this Plan has a reciprocal agreement), he may be granted credit for service which was credited under the other plan after he has earned 10 years of Pension Credit under this Plan subsequent to any one-year Break-in-Service. Past service credit is granted only if such service would have otherwise been credited under the terms of this Plan.

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VESTING, BREAKS-IN-SERVICE AND CANCELLATION OF PENSION CREDIT VESTING CREDIT

A year of Vesting Credit is earned by working one hundred and twenty-five (125) days within a calendar year (1000 hours for non-maritime Participants). There are no partial years for Vesting Credit purposes -- a Participant must have the required (125) days or 1000 hours. Days of service for vesting purposes include:

Days worked under Covered Employment as defined on page 9. Days for which a back pay award is received. Days for which a Participant is paid or entitled to pay for the non-performance of duties, which are not

considered Covered Employment, up to a maximum of 63 days/501 hours. Days worked in non-Covered Employment with a contributing employer immediately preceding or

following days worked in Covered Employment. Hours of Service for Vesting Credit include each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer:

Each hour for which an Employee is paid, or is entitled to payment, by an Employer on account of a period of time during which no duties are performed (regardless of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, excluding, however, any period for which payment is made solely for the purpose of complying with workers’ compensation, unemployment or disability insurance laws, or solely to reimburse an employee for medical or medically related expenses. No more than 501 hours will be credited for each single continuous period for which an Employee is paid for reasons other than the performance of duties;

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer.

VESTED BENEFIT

Once a Participant who has completed an hour of service on or after October 1, 1999 accrues 5 years of Vesting Credit their benefit is vested – the participant has a non-forfeitable right to a benefit. In addition, if a Participant reaches Normal Retirement Age (age 65, or the fifth anniversary of participation in the Plan, if later) before incurring a one-year Break-In-Service, their benefit will be vested. In the case of a Participant who has not completed one hour of service on or after October 1, 1999, 10 years of Vesting Credit is required. BREAK-IN-SERVICE

A Participant incurs a Break-In-Service in any calendar year during which the Participant does not complete 63 days of service (501 hours for non-maritime Participants).

Days of Service used to avoid a Break-In-Service include: Days of service counted for vesting purposes. Days of absence by reason of pregnancy, birth of a child, adoption of a child or providing care

for a child for the period immediately following birth or adoption, up to a maximum of 63 days/501 hours.

Other days as provided for the in the Rules and Regulations of the AMO Pension Plan may also be counted to avoid a Break-In-Service.

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CANCELLATION OF PENSION AND VESTING CREDITS

For Breaks-in-Service beginning on or after October 1, 1987, a Participant’s previous Pension and Vesting Credits will be cancelled when the number of consecutive one year Breaks-in-Service equals or exceeds the greater of five years or the number of years of Vesting Credit earned prior to the break.

Breaks-in-Service beginning prior to October 1, 1987 will be governed by the Rules in effect at the time the break began. WAIVER OF BREAK-IN-SERVICE (GROUP 1 ONLY)

Effective January 1, 1998, a Deep Sea or Great Lakes Employee actively employed on or after January 1, 1998, and who has not received pension benefits prior to January 1, 1998, may repair a Break-in-Service if he or she has at least ten years of current pension credit earned under the AMO Pension Plan after a Break-in-Service, not including any past service credit. Prior to January 1, 1998, fifteen years of current pension credit was required to repair a break-in-service.

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COMPUTATION OF PAY

GROUP I PENSION BENEFITS

“Pay” means Base Monthly Wages during the period of any three consecutive complete calendar years within the last ten complete calendar years immediately preceding the effective date of pension that will produce the highest average for the Participant.

“Base Monthly Wages” are the base wages or benefit base wages as specified in the applicable Collective Bargaining Agreement, but not to exceed the base wages in effect as follows:

Effective August 1, 2000, for Deep Sea and Great Lakes Participants retiring on or after that date, base monthly wage shall be the base wages earned, but not to exceed the base wages in effect as of January 1, 2000, or at the time of retirement, whichever is earlier. Notwithstanding the foregoing, in the case of a Great Lakes employee who works in Covered Employment after August 1, 2003 under a collective bargaining agreement that provides that pension wages are frozen as of January 1, 2003, the base wages, but not to exceed the base wages in effect as of January 1, 2003 or at the time of retirement, whichever is earlier, will be used. Additionally, in the case of a Great Lakes employee who works in Covered Employment after January 1, 2006, under a collective bargaining agreement that provides that pension wages are frozen as of January 1, 2006, the base wages, but not to exceed the base wages in effect as of January 1, 2006 or at the time of retirement, whichever is earlier, will be used.

Effective January 1, 2004, for Deep Sea participants retiring between January 1, 2004 and December 31,

2004, base monthly wage shall be the base wages, but not to exceed the base wages in effect as of January 1, 2001, or at the time of retirement, whichever is earlier; for Deep Sea participants retiring between January 1, 2005 and December 31, 2005, base monthly wages shall be the base wages, but not to exceed the base wages in effect as of January 1, 2002; and for Deep Sea participants retiring on or after January 1, 2006, base monthly wages shall be the base wages, but not to exceed the base wages in effect as of January 1, 2003. For computing pension benefits as a result of employment on a vessel not covered by an agreement with the Union as of the date pension wages are frozen, the base wage on board similar Union contracted vessels shall be used. The foregoing shall not apply to Officials or Employees of the AMO Union or the AMO Plans.

Effective January 1, 2007, for Deep Sea participants retiring on or after January 1, 2007, base monthly

wage shall be the base wages, but not to exceed the base wages in effect as of January 1, 2006, or at the time of retirement, whichever is earlier; and for Deep Sea participants retiring between January 1, 2006 and December 31, 2006, base monthly wages shall be the base wages, but not to exceed the base wages in effect as of January 1, 2003. Base wages are determined under the terms of the applicable collective bargaining agreement. For computing pension benefits as a result of employment on a vessel not covered by an agreement with the Union as of the date pension wages are frozen, the base wage on board similar Union contracted vessels shall be used. The foregoing shall not apply to Officials or Employees of the AMO Union or the AMO Plans.

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Base monthly wages shall not include:

Overtime earnings or payments in lieu of overtime, and bonuses of any kind unless the collective bargaining agreement expressly included such compensation in the base monthly wages.

Non-watch compensation unless the collective bargaining agreement expressly included such

compensation in the base monthly wages.

Compensation in excess of $200,000 annually (as adjusted pursuant to the terms of the Internal Revenue Code).

See page 34 for additional information regarding the calculation of a pension benefit.

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BENEFITS SUBJECT TO OFFSET COMPANY PENSION PLAN Benefits payable under the American Maritime Officers Pension Plan to Participants who received past service credit with a newly participating company will be offset by any benefit payable under that company’s pension plan. In the case of a deferred benefit, the offset will be applied when the Participant receives benefits under this Plan. OTHER PENSION PLAN Benefits payable under the American Maritime Officers Pension Plan to Participants who received past service credit for service under another maritime industry pension plan will be offset by any benefits payable under the other pension plan. In the case of a deferred benefit, the offset will be applied when the Participant receives benefits under this Plan. OPTION B PARTICIPANTS Unlicensed seamen who chose Option B under the pre-1983 SIU reciprocal agreement upon upgrading to officer will be considered for a benefit from this Plan provided the Participant is eligible for and receives a benefit under the Rules and Regulations of the Seafarers Pension Plan.

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FORMS OF BENEFIT PAYMENT DEFINITION OF NORMAL FORMS OF RETIREMENT BENEFIT PAYMENT The following normal forms of benefit payment are available under the Plan. Married Participants - 100% Joint and Survivor Annuity The normal form of benefit for a married Participant is a 100% Joint and Survivor annuity. This form of benefit payment provides an actuarially reduced monthly pension benefit to the Pensioner. If the Pensioner predeceases his spouse, the spouse will receive for her lifetime 100% (the full amount) of the actuarially reduced monthly benefit. If the spouse predeceases the Pensioner, there will be no change in the benefit paid to the Pensioner. If the Participant dies before the effective date of the pension benefit, his dependent survivor(s) may be entitled to benefits as described on page 18. Single Participants - Life Annuity The normal form of benefit for a single Participant is a Life Annuity providing monthly pension benefits to the Pensioner for their lifetime. If the Pensioner dies before receiving 60 monthly benefit payments or if the Participant dies before the effective date of the pension benefit, his dependent survivor(s) may be entitled to benefits as described on pages 17 and 18).

DEFINITION OF OPTIONAL FORMS OF RETIREMENT BENEFIT PAYMENT FOR MARRIED

PARTICIPANTS ONLY The following optional forms of benefit payment are available under the Plan:

Life Annuity (see definition above).

50% Joint and Survivor Annuity - This form of benefit payment provides an actuarially reduced monthly pension benefit to the Pensioner. If the Pensioner predeceases his spouse, the spouse will receive for her lifetime 50% of the actuarially reduced monthly benefit. If the spouse predeceases the Pensioner, there will be no change in the benefit paid to the Pensioner. If the Participant dies before the effective date of the pension benefit, his dependent survivor(s) may be entitled to benefits as described on page 18.

75% Joint and Survivor Annuity - This form of benefit payment provides an actuarially reduced monthly pension benefit to the Pensioner. If the Pensioner predeceases his spouse, the spouse will receive for her lifetime 75% of the actuarially reduced monthly benefit. If the spouse predeceases the Pensioner, there will be no change in the benefit paid to the Pensioner. If the Participant dies before the effective date of the pension benefit, his dependent survivor(s) may be entitled to benefits as described on page 18.

The term “spouse” used above means the spouse on the date of retirement.

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SELECTION OF BENEFIT PAYMENT OPTIONS ELECTION PROCEDURE A Participant must file an election to receive an optional form of pension benefit. The election must be in writing and on a form provided by the Plan Office. A properly filed option becomes effective when the Participant retires, provided all other eligibility

requirements are met. The Participant's spouse must agree to the election of any optional form of benefit payment that does not

provide a survivor’s annuity at least equal to the 50% joint and survivor annuity within 90 days prior to the pension effective date and sign a waiver of their rights to a survivor annuity.

A spouse must be married to the Participant on the date the Participant retires. EFFECT ON PRE-RETIREMENT SURVIVOR BENEFIT If an effective Optional Form of Benefit Payment is on file and the Participant dies before establishing a pension effective date, the form of Benefit Payment will revert back to the Normal Form of Benefit Payment -- 100% Joint and Survivor or Life Annuity. RIGHT TO REVOKE WAIVER A married Participant may revoke the waiver of a 100% Joint and Survivor Annuity at any time. In addition, between thirty and ninety days before the effective date of retirement the Participant and his spouse will be sent a notification concerning the benefit payment, and at that time the Participant and his spouse will have the opportunity to reconsider their choice. They can revoke the previous waiver and the benefit will be paid under the 100% Joint and Survivor Annuity. POST-RETIREMENT SURVIVOR BENEFIT If a Participant dies after retirement, any benefit payable will depend on the form in which benefits were being paid to the Pensioner. In order for a spouse to qualify for a post-retirement benefit, she must be married to the Participant on the pension effective date. The Rules and Regulations of the AMO Pension Plan do not provide a post-retirement survivor benefit for a spouse who becomes married to the Participant after the pension effective date. Note: A survivor’s annuity is subject to an actuarial adjustment factor and the factor used depends on the Pensioner’s age and the age of the spouse at the time of retirement. If a Pensioner dies before receiving 60 monthly payments, a survivor benefit is payable until a total of 60 monthly payments have been made, but only in the event that the Pensioner was not married at least one year at the time of his death, and the benefit is payable only to the eligible children, adopted children, and/or stepchildren.

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PRE-RETIREMENT SURVIVOR BENEFITS If a Participant dies before retirement, certain benefits may be payable to the Participant's surviving spouse. In general, if a Participant who has been married for at least one year dies with a vested right to a pension benefit, his surviving spouse will be entitled to a 100% Joint and Survivor annuity, payable for the spouse's lifetime and commencing as of the first of the month following the month in which the Participant would have been eligible to receive a benefit under the Plan. There are no pre-retirement survivor benefits for unmarried Participants or for Participants who are married for less than a year when they die. The Joint and Survivor Annuity is subject to an actuarial adjustment factor and the factor used depends on your age and the age of your spouse at the Pension effective date

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RETIREMENT DEFINITIONS RETIREMENT

To be considered retired a Participant must withdraw completely from any further employment aboard any vessel and deposit with the Plan satisfactory documentary proof of withdrawal from membership in the Union. NORMAL RETIREMENT AGE

A Participant reaches Normal Retirement Age on the later of age 65 or the fifth anniversary of the date the Participant first received credit under the Plan.

MANDATORY DISTRIBUTION

For Participants who turn age 70-1/2 after December 31, 1998, distribution of their pension benefit is no longer required at age 70-1/2. A Participant who retires after age 70-1/2 will receive his benefit at his retirement date. The benefit will be actuarially adjusted for the period beginning on April 1st of the calendar year following the calendar year in which he reached age 70-1/2 through his retirement date. For those Participants who turned age 70-1/2 prior to January 1, 1999, the Plan is still required to begin distribution of benefits on April 1st of the calendar year following the calendar year in which the Participant turned 70-1/2.

CASH-OUT PROVISION If the present value of any combined benefit (including Money Purchase Benefit and Defined Benefit), or the value of a pre-retirement survivor benefit, plus any other benefits to which the eligible spouse may be entitled under this Plan, is $1,000 or less, such benefit may be paid in a single lump sum.

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APPLICATION FOR PENSION BENEFITS An application for benefits can be obtained at the Plan Office, any of the locations listed on page 7, or online at www.amoplans.com. EFFECTIVE DATE The pension effective date is the later of the first of the month following the last date of Covered Employment or the first of the month following the date the application is received in the Plan Office. In the case of a required distribution at age 70 1/2, the Pension Effective Date shall be April 1st of the calendar year following the year in which the participant attains age 70½ or retires. An Employee is deemed to be a “Pensioner” on the later of: (a) the date the Plan receives the executed irrevocable letter, signifying the Employee's agreement to his years of credited service and the Pension benefit amount as computed by the Plan Office; or (b) The Pension Effective Date.

WHEN SHOULD YOU FILE? An application should be filed three months before the pension effective date. This will provide enough time for the Plan Office to process the application and submit it to the Board of Trustees for approval.

WHEN DO YOU GET THE FIRST CHECK?

Upon submission of all necessary information, including completion of an Irrevocable Letter confirming the amount payable, and approval of the Board of Trustees, the benefit check will be mailed. If the processing of the application is delayed beyond the effective date, upon completion pension benefits will be paid retroactive to the effective date. WHEN CAN YOU EXPECT YOUR MONTHLY BENEFIT CHECK?

Benefit checks are mailed from the Plan Office on the 15th of each month. As an example, the benefit checks for the period from January 1st to January 31st are mailed on January 15th.

You can also have your monthly pension benefit deposited electronically into your bank account. You may contact the Plan Office for more details.

ADDITIONAL REQUIREMENTS FOR DISABILITY PENSIONS

A Participant applying for a Disability Pension will be required to submit documentation from a physician and may also be required to submit to an examination by a physician selected by the Trustees of the Plan. If approved for a Disability Pension, the Pensioner cannot engage in any employment in the maritime industry as a licensed Marine Officer. In addition, the Pensioner cannot earn more than $1,000.00 a month in any other gainful employment.

If a Participant receiving a Disability Pension ceases to be totally and permanently disabled, the Participant will no longer be eligible to receive a disability pension and pension benefits will cease unless the Participant is eligible for another type of benefit, in which case benefits payable may be subject to actuarial adjustment.

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MONEY PURCHASE BENEFIT (DEFINED CONTRIBUTION)

Certain participating employers contribute an amount equal to a specified percentage of the Participant's wages to the Money Purchase Benefit (“MPB”). Participation and the rate of contribution are determined by the collective bargaining agreement or participation agreement. An individual account is maintained in the name of each Participant. No Participant has a right to benefits, however, except through fulfillment of all conditions and requirements set forth in the Rules and Regulations. Contributions and investments are maintained as a separate fund (referred to as the "Money Purchase Benefit Fund").

PARTICIPATION

Participation begins on the first day that an employee begins working in employment covered under the Money Purchase Benefit.

VESTED BENEFIT

Participants are immediately vested in their MPB account. INVESTMENT OF MPB FUNDS

This Plan is designed to be a “participant directed” individual account plan within the meaning of Section 404(c) of the Employee Retirement Income Security Act (ERISA). This means that the Plan lets you choose from a broad range of investments, and you can, and have the responsibility to, decide for yourself how to invest the assets in your MPB account under the Plan. By operating under Section 404(c), the Employer and others responsible for the operation of the Plan (the Plan's “fiduciaries”) are relieved of responsibility and liability for any losses in your MPB account that result from your investment decisions.

Your choice of an investment fund or asset allocation model continues until you ask the Plan Office to change it, or until the Trustees change the investment options for all Plan participants.

INVESTMENT RISK

The information provided in this Summary Plan Description regarding the investment options available to you is not provided as investment advice, but only to help you understand the investment options available. By providing this general information, the Trustees do not suggest any particular investment strategy, nor can they guarantee that your investments will be successful. Past performance of an investment option is not a guarantee of future results.

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You assume all risk in connection with any decrease in the value of your MPB account invested in accordance with your direction. Some investment options have greater risk than more conservative options, and your needs and tolerance for risk are specific to your individual situation. Therefore, you should carefully review the materials and prospectuses provided concerning the available mutual funds and asset allocation models and consider the amount of risk you are willing to take. If you do not direct that your MPB account be invested in a particular investment option, your MPB account will remain the Plan’s default investment option. The Plan fiduciaries are not liable for any losses caused by your investment decisions.

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INVESTMENT OPTIONS

The investment options – mutual funds and asset allocation models – have been selected by the Plan’s Trustees after careful consideration, review, and consultation with the Plan’s investment advisor. The Trustees may change the investment options from time to time if they believe a change will benefit participants; you will be notified a minimum of 30 days in advance of any changes.

Detailed information on each investment option is available on The Newport Group web site, www.plandestination.com. Or you may request a fact sheet, prospectus, and other information by calling The Newport Group at 800-650-1065, or Morgan Stanley Smith Barney (the Plan’s consultant) at 800-975-7061. MUTUAL FUNDS The following mutual funds which invest in equities, bonds and specialty securities are offered as the Plan’s investment options as of January 1, 2012. Each mutual fund is listed by a category that describes its investment objectives. Letters in parentheses are the listing code for each mutual fund.

Aggressive Allocation

T. Rowe Price Personal Strategy Growth (TRSGX).

Conservative Allocation

Franklin Income Fund Class A (FKINX).

Diversified Emerging Markets

Oppenheimer Developing Markets Fund Class A (ODMAX).

Equity Energy

Black Rock Energy & Resources Institutional Class (SGLSX).

Foreign Large Blend

American Funds Euro-Pacific Growth Fund Class R5 (RERFX)

Foreign Large Growth

Thornburg International Value Fund Class R5 (TIVRX).

High Yield Bond

MainStay High Yield Corporate Bond Fund Class A (MHCAX).

Inflation Protected Bond

Black Rock Inflation Protected Bond Fund Class A (BPRAX)

Intermediate Term Bond

PIMCO Total Return Fund Institutional Class (PTTRX).

Large Blend

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Columbia Contrarian Core Z (SMGIX).

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Vanguard Institutional Index Fund Institutional Class (VINIX).

Large Growth

Fidelity Contra Fund (FCNTX)

JP Morgan Large Cap Growth R5 (JLGRZ)

Wells Fargo Advantage Growth (SGRKX).

Large Value

Dodge & Cox Stock Fund (DODGX)

Principal Investors Equity Income Fund Class A (PQIAX)

Mid Cap Blend

Vanguard Mid Cap Index Fund Signal Class (VMISX)

Mid Cap Growth

Munder Mid Cap Core Growth Fund Class A (MGOAX)

Mid Cap Value

Victory Established Value Fund Class A (VETAX).

Moderate Allocation

MFS Moderate Allocation R4 (MAMJX)

Real Estate

Nuveen Real Estate Securities A (FREAX).

Small Growth

Columbia Acorn USA Fund Class Z (AUSAX).

Small Value

Columbia Small Cap Value Fund II Class A (COVAX)

Stable Value

MetLife Stable Value GIC Fund

World Allocation

BlackRock Global Allocation Institutional (MALOX) – Default Investment Option (contributions will be invested here if you do not choose an investment option).

World Bond

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Oppenheimer International Bond Fund Class A (OIBAX).

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ASSET ALLOCATION MODELS

The Plan offers four asset allocation models, each with its own degree of investment risk:

Conservative;

Moderate;

Moderate Aggressive; and

Aggressive.

Each asset allocation model is based on assumptions relating to the historical risk and returns of each asset class and is not intended to constitute investment advice. Each model is composed of equities and fixed income securities, with the actual allocation among different types and classes determined by the nature of the model.

You may select any or these asset allocation models and request a prospectus for your choice from The Newport Group or from Morgan Stanley Smith Barney. To obtain additional information, please contact Morgan Stanley Smith Barney at 800-975-7061.

STATEMENT OF ACCOUNT Each Participant's account is credited with contributions received during the year as well as investment earnings on those contributions. Detailed statements of the value of their accounts are mailed to each Participant quarterly. DISTRIBUTION OF MPB ACCOUNT BALANCE

TIME OF PAYMENT A vested benefit is payable upon the earlier of death, retirement, the attainment of age 62, permanent and total disability, permanent withdrawal from the industry, or to an alternate payee under a Qualified Domestic Relations Order.

Death

Marital Status

Distribution

Completed Form Needed in Plan Office

Married for at least one year on date of

death

50% of account balance to spouse and 50% of account balance to named beneficiary.

Participant must designate a beneficiary by completing a beneficiary designation form. If no beneficiary is designated, or the designated beneficiary is not alive, 100% of the account balance will be paid to the spouse.

Married for at least one year on date of

death

100% of account balance to named beneficiary.

Participant must designate a beneficiary by completing a beneficiary designation form. . If beneficiary is other than spouse, then the spouse must sign waiver of 50% pre-retirement benefit.

Single or married for less than one year on

date of dearth

100% of account balance to named beneficiary.

Participant must designate a beneficiary by completing a beneficiary designation form.

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Retirement

To be considered retired, a Participant must be considered a Pensioner under the AMO Pension Plan and: withdraw completely from any further employment aboard any vessel; and deposit with the Plan satisfactory documentary proof of withdrawal from membership in the Union.

Permanent and Total Disability A Participant will be considered to be totally and permanently disabled only if, on medical evidence that is satisfactory to the Trustees, he is found totally and permanently unable, as a result of bodily injury or disease, to engage in any further employment as a licensed engineer or other officer, and provided that he does not earn more than $1,000.00 per month in any other employment or gainful pursuit whatsoever. The Trustees shall be the sole and final judges of total and permanent disability.

Permanent Withdrawal from the Industry Permanent withdrawal from the industry means that the Participant has not worked in, or obtained credit for Covered Employment for a period of not less than Three Hundred Sixty-Five (365) days from the last date on which he or she worked in or obtained credit for Covered Employment.

Qualified Domestic Relations Order (QDRO)

The portion of an eligible employee’s MPB awarded to an alternate payee under a QDRO may be distributed to an alternate payee as soon as administratively feasible following receipt and approval of the order provided the employee has a non-forfeitable right to the amount in his account and the QDRO provides for immediate distribution of the amount awarded to the alternate payee.

METHOD OF PAYMENT The account balance may be distributed in one of the following methods:

50% Joint and Survivor Annuity; 75% Joint and Survivor Annuity; Single payment (or partial payment once every six months); Non-transferable straight life annuity; or 10 annual installment payments.

If a Participant is married and does not elect a 50% Joint and Survivor Annuity, the Participant's spouse must consent and sign a waiver of the survivor’s benefit on the application form provided by the Plan Office. BENEFICIARY DESIGNATION FORM A beneficiary designation form will be sent on request from the Plan Office, or may be obtained from any of the Offices listed on page 7 or online at www.amoplans.com.

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Your “Beneficiary” is the person or persons designated in accordance with the rules and regulations of this plan, but if (a) no such person is designated, (b) all such persons predecease you, or (c) the Administrator is unable to locate the designated Beneficiary, then benefits will be paid in accordance with the following order of priority: (1) to your spouse; or if there is none surviving, (2) to your children equally, or if there are none surviving, (3) to your parents equally, or if there are none surviving, (4) to your estate, or if there is none,

(5) to any person who is a natural object of your bounty, as the Trustees, in their sole discretion may determine.

If you are married, however, your spouse must consent to your designation of someone other than your spouse, or your spouse will be entitled to 50% of your account. If you have designated your spouse as a Beneficiary, then a divorce decree or legal separation that relates to the spouse will revoke your designation of the spouse as Beneficiary unless the decree or Qualified Domestic Relations Order provides otherwise or a subsequent Beneficiary designation is made. CASH-OUT PROVISION Effective October 1, 1997, if the present value of any combined benefit (including Money Purchase Benefit and Defined Benefit), or the value of a pre-retirement survivor benefit, plus any other benefits to which the eligible spouse may be entitled under this Plan, is $1,000 or less, such benefit may be paid in a lump sum.

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SUSPENSIONS AND/OR LIMITATIONS OF BENEFIT PAYMENTS The following events may result in a suspension or otherwise limit or change the defined benefit or defined contribution benefit payable to a Participant or eligible dependent:

Qualified Domestic Relations Order Return to work in the maritime industry IRS Federal Income Tax Lien Plan changes

QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) Any rights of a former spouse or other alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Internal Revenue Code, 26 U.S.C. 414(p), with respect to any Participant's pension benefits shall take precedence over those of any later spouse or beneficiary of the Participant. A QDRO is a State Domestic Relations Order that awards all or a portion of a Participant’s benefits to an Alternate Payee such as a former spouse or a child. A copy of the Plan’s procedure for determining the status of a State Domestic Relations Order is available free of charge upon request to the Plan Office. RETURN TO WORK - RE-EMPLOYMENT OF PENSIONERS Pensioners who return to work aboard any vessel without the express written permission of the Trustees (including Participants who received an in-service lump sum distribution (prior to October 1, 2009) and have declared retirement as well as Participants who received an in-service lump sum distribution (prior to October 1, 2009) and have not declared retirement and go to work aboard a vessel in non-Covered Employment) will be subject to the following penalties:

(1) The Participant will not be entitled to pension benefits for any month during which he was

so employed and for six additional months, provided that the additional six month period does not extend beyond his Normal Retirement Age; and

(2) The Participant will be required to return pension amounts previously received for any

month during which he was so employed, and (3) The Participant will forfeit all eligibility for benefits under the American Maritime Officers

Medical Plan; and (4) If the Participant received a lump sum distribution (prior to October 1, 2009) he will be

required to return such distribution. Upon re-payment of the lump sum distribution, termination of employment and subsequent retirement, he will receive his Pension in the form of an annuity that would have been payable on his original Pension Effective Date but for his election of a lump sum payment.

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Pensioners who return to employment with the written permission of the Trustees will not be entitled to pension benefits during reemployment. Pensioners who have reached Normal Retirement Age will not lose pension benefits for any month in which they work less than five days. Pensioners who return to Covered Employment will not be entitled to additional pension credit in excess of that earned as of their original Pension Effective Date.

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In certain emergency situations, however, the Board of Trustees may grant permission for Pensioners to work in Covered Employment without suspension of pension payments in order to meet a temporary shortage of qualified personnel. FEDERAL TAX LIENS The Plan is required to comply with a federal tax lien or levy against pension benefits for the payment of federal income taxes. PLAN IMPROVEMENTS/CHANGES Changes in Plan benefits adopted by the Trustees generally are applicable to Participants working in Covered Employment on or after the effective date of the amendments. Participants who have no Covered Employment after the effective date of an amendment may not be eligible for the improvement or changes in benefits.

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AMENDMENTS, ELIMINATION OF BENEFITS AND PLAN TERMINATION

AMENDMENT

The Trustees may in their sole discretion amend or modify the Rules and Regulations governing the Plan, except that no amendment or modification may reduce any benefits that have accrued prior to amendment, so long as funds are available for payment of such benefits, except as provided by law. Restrictions are also placed on amendments to the Plan that would have the affect of decreasing an Employee's accrued pension, early retirement, retirement-type subsidy or optional forms of benefit payment, except as provided by law. DISCONTINUANCE

The Union and contributing employers may terminate the Plan. If this Plan is discontinued, the Trustees will continue in office to distribute the retirement benefits to Participants in such manner as the Trustees determine is most equitable and efficient and based on previously established order of precedence in accordance with the Employee Retirement Income Security Act of 1974, and the regulations of the Pension Benefit Guaranty Corporation.

Upon the termination or partial termination of the Plan, all affected Participants will have a nonforfeitable right to their pension benefit earned as of the date of termination or partial termination in accordance with the provisions of the Plan to the extent funded as of such date. PENSION BENEFIT GUARANTY CORPORATION

Your pension benefits (defined benefit only) under this multiemployer plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. A multiemployer plan is a collectively bargained pension arrangement involving two or more unrelated employers, usually in a common industry. Under the multiemployer plan program, the PBGC provides financial assistance through loans to plans that are insolvent. A multiemployer plan is considered insolvent if the plan is unable to pay benefits (at least equal to the PBGC's guaranteed benefit limit) when due. The maximum benefit that the PBGC guarantees is set by law. Under the multiemployer program, the PBGC guarantee equals a participant's years of service multiplied by (1) 100% of the first $5 of the monthly benefit accrual rate and (2) 75% of the next $15. The PBGC's maximum guarantee limit is $16.25 per month times a participant's years of service. For example, the maximum annual guarantee for a retiree with 30 years of service would be $5,850. The PBGC guarantee generally covers: (1) Normal and early retirement benefits; (2) disability benefits if you become disabled before the plan becomes insolvent; and (3) certain benefits for your survivors. The PBGC guarantee generally does not cover: (1) Benefits greater than the maximum guaranteed amount set by law; (2) benefit increases and new benefits based on plan provisions that have been in place for fewer than 5 years at the earlier of: (i) The date the plan terminates or (ii) the time the plan becomes insolvent; (3) benefits that are not vested because you have not worked long enough; (4) benefits for which you have not met all of the requirements at the time the plan becomes insolvent; and (5) non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay.

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For more information about the PBGC and the benefits it guarantees, ask your plan administrator or contact the PBGC's Technical Assistance Division, 1200 K Street, N.W., Suite 930, Washington, D.C. 20005–4026 or call 202–326–4000 (not a toll-free number). TTY/TDD users may call the federal relay service toll-free at 1–800–877–8339 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.

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APPEAL PROCEDURE If a person files a claim for benefits which is wholly or partially denied, the Plan Office shall, within ninety (90) days of the date the claim for benefits was filed forty-five (45) days in the case of a claim based on disability), provide notice in writing to such claimant setting forth the specific reason or reasons for denying payment of the benefits, which reasons shall be stated in as clear a manner as possible and in a fashion calculated to be understood by the claimant. If special circumstances require additional time for processing the claim, written notice of this extension of time shall be sent to the claimant within the ninety (90) day or forty-five (45) day period. The notice will include a description of the special circumstances and the date by which the Plan Office expects to render a decision. In the case of a disability claim the notice will also explain the standards upon which entitlement to benefits is based, describe any unresolved issues, and allow you 45 days to provide information to resolve such issues. Such extension shall not exceed ninety (90) days ((thirty (30) days in the case of a disability claim)), provided, however, that in the case of a claim based on disability, a second 30-day extension may be taken if special circumstances require, in which case you will be notified of the additional extension. Any notice sent by the Plan Office denying, in whole or in part, any claim shall also make reference to the specific and pertinent provisions of the Agreement and Declaration of Trust or Rules and Regulations, if any, upon which the denial is based, and, if appropriate, shall also describe any additional material or information necessary for the claim to be honored, along with an explanation of why such material or information is necessary. Such notice shall also include a statement that the claimant has a right within ninety (90) days ((one hundred and eighty (180) days in the case of a claim based on disability)) of written notification of the denial of the claim, in whole or in part, to request in writing a review by the Trustees of the decision denying the claim, and that the claimant has a right to bring a civil action under Section 502(a) of ERISA if the claim is denied. A claimant whose application for benefits is denied in whole or in part by the Plan Office shall have the right to file a request for review of the denied claim within ninety (90) days ((one hundred and eighty (180) days in the case of a claim based on disability)) after receipt of the written notification of denial. The claimant or his duly authorized representative shall have the right to review and request copies of pertinent documents concerning the claim free of charge and to submit issues and comments in connection with the appeal in writing. A review of your claim will take into account all comments, records and other information submitted by you or your authorized representative, without regard to whether such information was submitted or considered in your initial benefit determination. In the case of a claim based on disability, the person who conducted the initial review or such person’s subordinate will not conduct the review. If denial was based on a medical judgment, the Trustees will consult with a medical expert trained in the medical field involved who is not the person consulted in the original denial or such person’s subordinate. Any medical experts consulted by the Trustees will be identified to you.

All such requests for review shall be referred by the Plan Office to the Chairman and Secretary of the Board of Trustees, who shall be authorized to hear and determine the appeal, or who may, in their sole discretion, refer the claim to two Trustees, one of whom shall be a union designated Trustee and one of whom shall be an employer designated Trustee who shall be authorized to hear and determine the appeal.

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A decision on a request for review shall be made within sixty (60) days ((forty-five (45) days in the case of a claim based on disability)) after the Plan Office’s receipt of the request, unless special circumstances require an extension of time for the processing of the claim for review. In such event, a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days ((ninety (90) days in the case of a disability claim)) after receipt of the request for review, unless the claimant requests additional time. Written notice of the extension of time for the making of a decision on the request for review shall be furnished to the claimant prior to the extension and will include a description of the special circumstances and the date by which the Trustees expect to render a decision. The decision of the Trustees, or the Trustees to whom authority is delegated to reach a decision on a request for review, shall be in writing and shall be final and binding on all parties. The decision shall include specific reasons for the denial or grant of the claim and specific references to the provisions of the Agreement and Declaration of Trust or Rules and Regulations, if any, upon which the decision is based and include a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA if the claim is denied. Any civil legal action must be brought within one year of the decision or appeal. Any claimant or person filing an appeal or request for review shall have the right to appear in person and/or appear in person by his counsel before the Trustees or the Trustees who have been delegated authority to reach a decision or determination on the appeal. The Trustees have the sole power and discretionary authority to construe, interpret and apply the terms of the Plan and no individuals have authority to interpret the rules of the Plan or to make any representations to you about the Plan.

STATEMENT OF ERISA RIGHTS As a Participant in the American Maritime Officers Pension 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: RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS Examine, without charge, at the Plan Office and at other specified locations, such as union halls, all documents governing the plan, including insurance contracts and collective bargaining agreements, 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 Office, copies of documents governing the operation of the plan, including insurance contracts and collective bargaining agreements and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Office 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, which is done by publishing the summary annual report in the Union’s newspaper.

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Obtain a statement telling you whether you have a right to receive a pension at normal retirement age, age sixty-five (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 twelve (12) months. The plan must provide the statement free of charge.

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PRUDENT ACTION BY PLAN FIDUCIARIES 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. ENFORCE YOUR RIGHTS If your claim for a benefit is denied or ignored in whole or in part, you have a right to receive a written explanation of the reason for the denial, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have the Plan review and reconsider your claim in accordance with the Plan's Appeal Procedure. 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 you up to one-hundred and ten ($110) a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Office. 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 qualified status of a domestic relations order or a medical child support 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 person you have sued to pay these costs and fees. If you lose, however, and, for example, the court finds your claim is frivolous, the court may order you to pay these costs and fees. ASSISTANCE WITH YOUR QUESTIONS If you have any questions about your Plan, you should contact the Plan Office.

If you have any question about this statement or about your rights under ERISA, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. 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.

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January 1, 2012 34

CALCULATION OF PENSION BENEFIT GROUP I

For Employees retiring on or after January 1, 2012

The amount of a pension benefit is based on a Participant’s pay and years of service. The term “pay” means the Base Monthly Wages of the Participant during the period of any three (3) consecutive complete calendar years within the last ten (10) complete calendar years of Covered Employment which will produce the highest average for the Participant.

“Base Monthly Wages” are the base wages or benefit base wages as set forth in the applicable collective bargaining agreement, but not to exceed the applicable base wages in effect as of the date provided under the Rules and Regulations of the AMO Pension Plan (see page 13). Base Monthly Wages include Qualified Military Service Compensation in accordance with the provisions of Section 414(u) of the Internal Revenue Code, but only to the extent such wages are included in the definition of “Pay”.

“Qualified Military Compensation” means the wages you would have received during a period of qualified military service but for the absence, or if the wages cannot be reasonably determined, your wages during the 12-month period immediately preceding the qualified military service (or, if shorter, the period of employment immediately preceding the period of qualified military service).”

Base Monthly Wages do not include overtime or non-watchstanding allowance. Vacation benefits received from the American Maritime Officers (AMO) Vacation Plan for vacation periods which fall within the ten (10) consecutive complete calendar year period are included to complete a total of one hundred and twenty (120) full months of base wages.

CALCULATION Three-year Wage x Percentage of Wage Number of Months in Block = Gross Monthly Benefit

Three-year Wage - As defined above Percentage of Wage - 2% for each year of Pension Credit up to 20 years 2.67% for each year of Pension Credit over 20 years Months in Block - 36 months in three-year block (this could be adjusted for periods of

disability) EXAMPLE A Participant has earned 23.5 years of Group I Pension Credit under the AMO Pension Plan as of December 31, 2009. The last ten (10) complete calendar years are 2000 through 2009. The highest three-year wage block is 2007 through 2009 totaling $225,000.

Three-year Wage Percentage of Wage Months in Block Gross Monthly Benefit

$225,000 x .4935 36 = $3,084.38 The Gross Monthly Benefit can be reduced by any of the following, if applicable:

Non-contributory pension benefit from a company or other pension plan in the maritime industry Early Retirement Cost of a survivor option Provisions of a QDRO

The purpose of this summary is to give a general overview of the procedure used to determine a benefit. This summary is not intended to interpret, extend or change in any way the Rules and Regulations of the Plan, which will govern in all cases.

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January 1, 2012 35

SCHEDULE OF BENEFITS

Group I Deep Sea/Inland Waters/Great Lakes

Group IIE Inland Waters

These schedules are used for current and future benefits. Benefits earned under other groups or under prior schedules may vary. Information on benefits accrued under prior schedules or under other groups may be obtained from the Plan Office.

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January 1, 2012 36

GROUP I DEEP SEA/INLAND WATERS/GREAT LAKES

REGULAR PENSION

REQUIREMENT:

20 Years of Pension Eligibility Credit regardless of age and at least one day of Covered

Employment in the 12 months preceding the effective date of pension

CALCULATION:

REDUCED PENSION

REQUIREMENT:

Normal Retirement Age and at least 5 years Vesting Credit, or less than 5 years Vesting Credit, but no one-year Break-

in-Service prior to Normal Retirement Age

CALCULATION:

Years of Pension Credit

as of December 31, 2009

20 21 22 23 24 25 26 27 28 29 30

Over 30

Monthly Benefit Amount

The higher of:

$340 or 40% of pay $357 or 42 2/3% pay

$374 or 45 1/3% of pay $391 or 48% of pay

$408 or 50 2/3% of pay $425 or 53 1/3% of pay

$447 or 56% of pay $469 or 58 2/3% of pay $491 or 61 1/3% of pay

$513 or 64% of pay $535 or 66 2/3% of pay

An additional $22 a month or 2 2/3% of pay, whichever is higher,

for each year of credit.

Years of Pension Credit

as of December 31, 2009

9 or less

10 11 12 13 14 15 16 17 18 19

Monthly Benefit Amount

The higher of:

$17 a month or 2% of pay whichever is higher for each

year of credit $170 or 20% of pay $187 or 22% of pay $204 or 24% of pay $221 or 26% of pay $238 or 28% of pay $255 or 30% of pay $272 or 32% of pay $289 or 34% of pay $306 or 36% of pay $323 or 38% of pay

.

A pro-rata benefit is provided for partial years of credit (see page 13 for definition of “pay”)

A pro-rata benefit is provided for partial years of credit (see page 13 for definition of “pay”)

DISABILITY PENSION

REQUIREMENT:

Permanent and total disability with at least 20 years of Pension Eligibility Credit (excluding any past service credit or credit under a reciprocal agreement), eligibility for Social Security Disability benefits, and at least one day of work in Covered Employment on or after January 1, 1956.

CALCULATION: The disability pension amount is the same as a Regular Pension

EARLY RETIREMENT

REQUIREMENT:

Ages 60 to 65 with at least 15 years, but less than 20 years of Pension Eligibility Credit

CALCULATION: The Early Retirement Pension is the actuarial equivalent of the Participant’s normal retirement benefit payable at age 65, as a single life annuity based on the Participant's actual age on the Pension Effective Date.

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January 1, 2012 37

GROUP IIE INLAND WATERS

REGULAR PENSION

REQUIREMENT:

20 Years of Pension Eligibility Credit regardless of age and at least one day of Covered

Employment in the 12 months preceding the effective date of pension

CALCULATION:

REDUCED PENSION

REQUIREMENT:

Normal Retirement Age and at least 5 years Vesting Credit, or less

than 5 years Vesting Credit, but without a one-year Break-in-Service prior to Normal Retirement Age

CALCULATION:

Years of Pension Credit

as of December 31, 2009

20 21 22 23 24

25 but less than 30 Over 30

Monthly Benefit

Amount

$550 $575 $600 $625 $650 $675

Years of Pension Credit

as of December 31, 2009

9 or less

10 11 12 13 14 15 16 17 18 19

Monthly Benefit

Amount

$27.50 a month for each year of credit

$275.00 $302.50 $330.00 $357.50 $385.00 $412.50 $440.00 $467.50 $495.00 $522.50

A pro-rata benefit is provided for partial years of credit

between 20 and 25 years.

A pro-rata benefit is provided for partial years of credit

DISABILITY PENSION

REQUIREMENT:

Permanent and total disability with at least 20 years of Pension Eligibility Credit (excluding any past service credit or credit under a reciprocal agreement) eligibility for Social Security Disability benefits, and at least one day of work in Covered Employment on or after January 1, 1956.

CALCULATION: The disability pension is the amount is the same as a Regular Pension

EARLY RETIREMENT

REQUIREMENT:

Ages 60 to 65 with at least 15 years, but less than 20 years of Pension Eligibility Credit

CALCULATION: The Early Retirement Pension is the actuarial equivalent of the Participant’s normal retirement benefit payable at age 65, as a single life annuity based on the Participant's actual age on the Pension Effective Date.