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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRW INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0575430
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE TRW DEFERRED COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
MARTIN A. COYLE, SECRETARY OF TRW INC.
1900 RICHMOND ROAD,
CLEVELAND, OHIO 44124
(216) 291-7200
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share offering price registration fee
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<S> <C> <C> <C> <C>
Deferred Compensation $75,000,000 (2) 100% $75,000,000(2) $22,727.27
Obligations (1)
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(1) The Deferred Compensation Obligations are unsecured obligations of TRW Inc.
to pay deferred compensation in the future in accordance with the terms of
the TRW Inc. Deferred Compensation Plan.
(2) The maximum aggregate offering price is based upon an estimate, solely for
the purpose of computing the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by TRW Inc. (the "Company") are
incorporated herein by reference, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference:
(a) (i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) TRW's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996;
(iii) TRW's Current Reports on Form 8-K dated February 29, 1996,
March 21, 1996, April 25, 1996, October 4, 1996, October 23,1996,
and December 16, 1996; and
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934 after December 31, 1995.
Until the Company files a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold, or
deregistering all such securities which remain unsold, all documents
subsequently filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date hereof and prior to the termination of the offering of the securities
registered pursuant to this Registration Statement shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Under the TRW Inc. Deferred Compensation Plan (the "Plan"), the Company
will provide eligible employees the opportunity to enter into agreements for the
deferral of a specified percentage or dollar amount of their incentive
compensation, as defined in the Plan ("Incentive Compensation"). The obligations
of the Company under such agreements (the "Obligations") will be unsecured
general obligations of the Company to pay the deferred compensation in the
future in accordance with the terms of the Plan. The Plan is unfunded and the
Company is not required to set aside assets to be used for payment of the value
of the Obligations. Participants have no right, interest or claim in the assets
of the Company, except as unsecured general creditors.
The description of the terms and conditions of the Obligations in this
Item 4 is qualified by reference to the Plan, which is filed as Exhibit 4 to
this Registration Statement and incorporated herein by reference.
The amount of compensation to be deferred by each participating employee
(each, a "Participant") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on a date
selected by each Participant in accordance with the terms of the Plan. In the
event of a Participant's termination of employment with the Company, any
Obligation will be payable as specified in the Plan. The Obligations will be
indexed to one or more indexes individually chosen by each Participant from a
list of investment media. Each Participant's Obligation will be adjusted to
reflect the investment experience, whether positive or negative, of the selected
index, including any appreciation or depreciation. The Obligations will be
denominated and payable in United States dollars.
Neither a Participant nor any other person may assign, alienate, sell,
seize, sequester, transfer, pledge, or encumber the Obligations prior to actual
payment of deferred compensation.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant, at the
option of the Company or through operation of a mandatory or optional sinking
fund or analogous provision. However, the Company reserves the right in its sole
discretion to amend, suspend or terminate the Plan at any time, except that no
such suspension or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as defined in the Plan
without the consent of the person affected.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices and beneficiary
designations, responding to any requests for consents, waivers, amendments or
information pertaining to the Obligations, enforcing covenants and taking action
upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the obligations being registered has been passed upon by
Martin A. Coyle, Executive Vice President, General Counsel and Secretary of TRW
Inc. Mr. Coyle is an eligible Participant in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents within prescribed limits. Ohio law permits, and
the Company's Regulations require, the Company to indemnify a Director, officer,
employee and certain other persons ("Covered Persons") against expenses,
judgments, fines, and settlements reasonably incurred in a nonderivative suit,
and against expenses reasonably incurred in a derivative suit, if the Covered
Person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company. In addition, Ohio law permits, and
the Regulations require, the Company to indemnify a Covered Person in a criminal
action or proceeding, other than in a derivative suit, if the person had no
reasonable cause to believe his or her conduct was unlawful. The Company's
Regulations require the Company to indemnify a Covered Person against amounts
paid in settlement of a derivative action up to an amount that would reasonably
have been expended in the person's defense if the proceeding had been prosecuted
to conclusion.
Unless ordered by a court, no indemnification of expenses in a
derivative suit is authorized by Ohio law or permitted by the Company's
Regulations if the Covered Person is finally adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Company.
However, if a Covered Person is successful on the merits or in defense of any
matter, indemnification of expenses is mandatory. In addition, under Ohio law, a
Director's expenses shall be paid by the Company as they are incurred, provided
the Director agrees to reasonably cooperate with the Company and to repay the
amounts advanced if it is proved by clear and convincing evidence that the
Director's action or failure to act was done with reckless disregard for the
best interests of the Company. The Regulations permit the Company to make
payments in advance of final disposition of an action to Covered Persons if
authorized by the Company's Directors.
Under Ohio law, a Director is not liable for monetary damages unless it
is proved by clear and convincing evidence that the Director's action or failure
to act was undertaken with deliberate intent to cause injury to the Company or
with reckless disregard for the best interests of the Company. There is,
however, no comparable provision limiting the liability of officers, employees,
or agents of a corporation. Neither the statutory right to indemnification, nor
the rights set forth in the Company's Regulations, is exclusive, and each is in
addition to any other rights granted to persons seeking indemnification.
The Company's Directors and officers are insured under policies of
insurance maintained by the Company against certain losses, subject to various
limitations and exclusions, arising from claims made against them, including
claims made against them under the securities laws, by reason of being or having
been Directors or officers. Insurance is also provided, subject to various
limitations and exclusions, to certain officers and Directors acting in their
capacities as fiduciaries.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page 7, which Exhibit Index is incorporated herein by this reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lyndhurst, State of Ohio, on the 24th day of
January, 1997.
TRW INC.
By /S/ Martin A. Coyle
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Martin A. Coyle, Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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J. T. GORMAN* Chairman of the Board, Chief January 24, 1997
Executive Officer and Director
P. S. HELLMAN* President, Chief Operating January 24, 1997
Officer and Director
C. G. MILLER* Executive Vice President and January 24, 1997
Chief Financial Officer
T. A. CONNELL* Vice President and Controller January 24, 1997
M. H. ARMACOST* Director January 24, 1997
R. M. GATES* Director January 24, 1997
C. H. HAHN* Director January 24, 1997
G. H. HEILMEIER* Director January 24, 1997
K. N. HORN* Director January 24, 1997
E. B. JONES* Director January 24, 1997
W. S. KISER* Director January 24, 1997
D. B. LEWIS* Director January 24, 1997
J. T. LYNN* Director January 24, 1997
L. M. MARTIN* Director January 24, 1997
J. D. ONG* Director January 24, 1997
R. W. POGUE* Director January 24, 1997
</TABLE>
Martin A. Coyle, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of each of the above-named
officers and Directors of TRW Inc.,
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pursuant to a power of attorney executed by each of such officers and
Directors and filed with the Securities and Exchange Commission.
* By /s/ Martin A. Coyle January 24, 1997
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Martin A. Coyle, Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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4 Text of the TRW Inc. Deferred 8
Compensation Plan
5 Opinion of Martin A. Coyle 23
23(a) Consent of Martin A. Coyle
(included in Exhibit 5)
23(b) Consent of Ernst & Young LLP 24
24 Power of Attorney 25
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EXHIBIT 4
AMENDED AND RESTATED DECEMBER 1996
TRW INC.
DEFERRED COMPENSATION PLAN
THIS AMENDED AND RESTATED PLAN, established by TRW Inc. ("TRW")
effective July 28, 1993, and as amended from time to time, including this
amendment and restatement effective January 1, 1997, is for the benefit of
certain employees of the Corporation in executive, managerial or professional
capacities so as to enhance the Corporation's ability to attract and retain
outstanding employees who are expected to contribute to its success. It shall
remain in effect, as it may be amended from time to time, until termination as
provided in Article VII of the Plan.
ARTICLE I
DEFINITIONS
For the purposes of the Plan, the following words and phrases shall mean:
1.1 ACCOUNT. The bookkeeping or accounting records maintained (having and
requiring no segregation or holding of any assets) by TRW pursuant to Article IV
with respect to and resulting from a Participant's Deferral Election.
1.2 AFFILIATE.
(a) Any corporation incorporated under the laws of one of the United
States of America of which TRW owns, directly or indirectly, in excess of
50% of the combined voting power of all classes of stock or in excess of
50% of the total value of the shares of all classes of stock (all within
the meaning of Section 1563 of the Code);
(b) any partnership or other business entity organized under such
laws, in which TRW owns, directly or indirectly, (i) in excess of 50% of
the total capital or profits interest of such partnership, or (ii) in
excess of 50% or more of the total value of such other business entity (all
within the meaning of Section 414(c) of the Code); and
(c) any other company designated as an Affiliate by the Committee.
1.3 BENEFICIARY. The person, persons or entity entitled under Article VI to
receive any Plan Benefits payable after a Participant's death.
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1.4 CODE. The Internal Revenue Code of 1986, as amended. References in the Plan
to Sections of the Code are to such Sections as in effect on the Effective Date
or any successor provision.
1.5 COMMITTEE. The Compensation and Stock Option Committee of the Directors.
1.6 CORPORATION. TRW or an Affiliate of TRW.
1.7 DATE OF DEPOSIT. The Determination Date immediately preceding the date that,
but for the Deferral Election, the Incentive Compensation would be paid.
1.8 DEFERRAL ELECTION. An election pursuant to Article III by an Eligible
Employee to defer receipt of all or part of his Incentive Compensation.
1.9 DEFERRED COMPENSATION. The portion of Incentive Compensation which an
Eligible Employee elects to defer pursuant to a Participation Agreement.
1.10 DETERMINATION DATE. The last day of each calendar quarter; that is March
31, June 30, September 30 and December 31.
1.11 DIRECTORS. The Directors of TRW.
1.12 EFFECTIVE DATE. July 28, 1993, the effective date of the establishment of
the Plan.
1.13 ELIGIBLE EMPLOYEE. A person (who must be a U.S. citizen or a U.S. resident
alien) in the full-time active salary employ of the Corporation who is employed
at Operational Incentive Plan Level III or above at the end of the year for
which a Deferral Election applies, or who retires or is terminated due to a
divestiture after executing a valid Deferral Election in the year the retirement
is effective.
1.14 EXECUTIVE OFFICER. Any Eligible Employee who is an "executive officer" of
TRW for the purposes of Rule 3b-7 under the Securities Exchange Act of 1934.
1.15 FINANCIAL HARDSHIP. A severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in Section 152(a) of the Code) of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant. In case of the Participant's death, the
word "Beneficiary or other person or entity entitled to receive a Plan Benefit"
shall be substituted for the word "Participant" wherever the latter appears
in this Section 1.15.
1.16 HIGHLY-PAID EMPLOYEE. A person in the full-time active salary employ of the
Corporation who (i) will earn, in salary and in bonus (assuming full year
employment and no deferral of compensation), at least $150,000 (or such greater
sum (effective January 1, 1997, $160,000) if the qualified benefit plan
limitation is
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increased by the Internal Revenue Service) in the year of the Deferral Election
or (ii) is already a participant in TRW's supplemental nonqualified benefit
plans or (iii) is a U.S. citizen or U.S. resident alien who is Operational
Incentive Plan Level III or above and is employed by either TRW Overseas Inc. or
TRW Systems Overseas Inc.
1.17 INCENTIVE BONUS. A cash award payable to an Eligible Employee under TRW's
Operational Incentive Plan (or similar compensation program that replaces the
Operational Incentive Plan).
1.18 INCENTIVE COMPENSATION. Any cash award payable to an Eligible Employee as
an Incentive Bonus or, if applicable, a Strategic Grant that, but for a Deferral
Election under the Plan, would be paid to the Eligible Employee and considered
to be "wages" for purposes of United States federal income tax withholding (or
other appropriate jurisdiction).
1.19 INTEREST RATE OR INTEREST. One-quarter of the annual interest rate, equal
to 110% of the applicable long-term federal rate as published by the Internal
Revenue Service pursuant to Code Section 1274(d) or any successor provision
and in effect on the first business day of each calendar quarter.
1.20 INVESTMENT FUND RETURNS. The gains or losses in one or more of the
investment funds offered to participants under the TRW Employee Stock Ownership
and Savings Plan, any of which shall be available to any Participant for
purposes of having such investment fund results credited to his Account under
this Plan.
1.21 PARTICIPANT. An Eligible Employee who has elected to participate in the
Plan and has executed and filed with TRW a Participation Agreement as provided
in Article III; provided, however, that such term shall include a person who no
longer has an effective Deferral Election so long as he retains, under the Plan,
an interest in an Account under the Plan.
1.22 PARTICIPANT AGREEMENT. An agreement between TRW and a Participant setting
forth the Participant's Deferral Election.
1.23 PLAN. This Deferred Compensation Plan, as it may be amended from time to
time.
1.24 PLAN BENEFIT. The benefit payable to a Participant in accordance with
Article V hereof.
1.25 PLAN YEAR. Each of the twelve month periods ending December 31 and
occurring while the Plan remains in effect. The term "Plan Year" shall also
include the period beginning on the Effective Date and ending December 31, 1993,
and any period of less than twelve months beginning January 1 and ending on the
date the Plan is terminated.
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1.26 PRE-RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's
Account, established pursuant to Section 4.3, to which there shall be credited
Deferred Compensation under a single Deferral Election, and all interest accrued
thereon, as to which the Participant has elected payment of his Plan Benefit in
either five years or ten years from the Date of Deposit.
1.27 RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's Account,
established pursuant to Section 4.3, to which there shall be credited Deferred
Compensation under all Deferral Elections, and all interest accrued thereon, as
to which the Plan Benefit is intended to be payable following retirement of the
Participant from the Corporation.
1.28 SPECIAL COMMITTEE. The committee composed of the head of Human Resources,
the General Counsel and the Chief Financial Officer of TRW, which committee
reviews and acts upon the requests of Participants (other than Participants who
are Executive Officers, whose requests are acted upon by the Committee) to
receive early payout as a result of a Financial Hardship or to change payout
upon retirement.
1.29 STRATEGIC GRANT. A cash award and/or performance unit payable to an
Eligible Employee pursuant to TRW's Strategic Incentive Program (or similar
long-term compensation plan that replaces or augments the Strategic Incentive
Program).
1.30 SUB-ACCOUNT. A Pre-Retirement Payment Sub-Account or a Retirement Payment
Sub-Account.
1.31 TERMINATION OF EMPLOYMENT. Any severance of a Participant from full-time
active salaried employment by the Corporation for any reason (other than a
transfer of employment from TRW to an Affiliate, from an Affiliate to another
Affiliate or from an Affiliate to TRW).
1.32 TRW. TRW Inc., an Ohio corporation.
ARTICLE II
ADMINISTRATION
2.1 ADMINISTRATORS. The Plan shall be administered by the Committee and the
Special Committee, and certain decisions concerning Financial Hardship and
change in payment upon retirement may be made by the Special Committee. Except
as otherwise provided herein, decisions of the Committee or the Special
Committee shall be final and binding on all parties.
2.2 COMMITTEE. The Committee shall have the authority (a) to make, amend,
interpret and enforce all rules and regulations for the administration of the
Plan and (b) to decide all questions, including interpretation of the Plan as
may arise in connection with the Plan insofar as it is applicable to
Participants (i) who are Executive Officers or (ii) with respect to whom
questions are referred to the
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Committee by the head of Human Resources. A majority of the members of the
Committee shall constitute a quorum. The Committee may act by a vote of a
majority of a quorum at a meeting or by a writing signed by a majority of the
members of the Committee.
2.3 HUMAN RESOURCES. The head of Human Resources shall administer the Plan in
accordance with the terms of the Plan and the rules and regulations of the Plan
as established by the Committee. Consistent with the authorized precedents and
the rules and regulations authorized by the Committee, the head of Human
Resources shall have the authority to decide all questions, including
interpretations of the Plan, as may arise in connection with the Plan insofar as
it is applicable to Participants other than Executive Officers.
2.4 SPECIAL COMMITTEE. With regard to all Participants, other than Participants
who are Executive Officers, the Special Committee shall act upon (i) written
requests of Participants concerning early payout of some or all of the
Participant's Account balances as a result of Financial Hardship and (ii)
written requests of Participants to change the payout of a Participant's
Retirement Payment Sub-Account as provided by Section 5.1(b). The Special
Committee may act by a vote of the majority at a meeting or by a writing signed
by a majority of the members of the Special Committee.
2.5 FINANCIAL HARDSHIP AND RETIREMENT PAYOUT CHANGE REQUESTS. In order for a
request to be considered by the Special Committee (or, in the case of a request
as set forth in clauses (i) or (ii) of Section 2.4 by an Executive Officer, the
Committee), the requests must (i) be in writing and delivered to the head of
Human Resources, (ii) set forth whether the Participant is requesting an early
payout because of a Financial Hardship or a change of payout upon retirement,
(iii) set forth the reasons for such request, including in detail the Financial
Hardship or the circumstances that necessitate the change of payout upon
retirement, (iv) in the case of a request as a result of a Financial Hardship
set forth the amount of such Participant's Account that the Participant wishes
to be paid and the Sub-Accounts from which such early payout shall be made and
(v) in the case of a change of payout at retirement set forth the manner in
which the Participant wishes to receive payout (e.g., single sum or in five
annual installments). Compliance with the petition procedures set forth in this
Section 2.5 does not insure that the request will be granted by the Special
Committee (or the Committee).
ARTICLE III
PARTICIPATION
3.1 PARTICIPATION.
(a) Subject to the limitations set forth in this Article III, any
person who is an Eligible Employee in the year for which the Incentive
Compensation deferred under a Deferral Election under this Section 3.1 is
payable may participate in the Plan by executing and filing with the head
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of Human Resources a Participation Agreement; provided, however, the
election to defer Incentive Bonus will not be effective unless the Eligible
Employee is also a Highly-Paid Employee. The head of Human Resources shall
determine, in his sole discretion, which Eligible Employees are likely to
be Highly-Paid Employees during the year in which the Deferral Election is
made. The head of Human Resources shall then notify Eligible Employees
whether their elections to defer Incentive Bonuses are effective.
(b) In each Participation Agreement, the Eligible Employee shall
specify:
(i) the percentage or dollar amount of Incentive Bonus and the
percentage or the dollar amount of Strategic Grant in respect of a
specified TRW fiscal year to be deferred;
(ii) the Investment Fund Returns and/or Interest Rate to be
credited to the Participant's entire Account;
(iii) subject to the limitations of Section 5.1, the form of Plan
Benefit (i.e., whether such benefits are intended to be paid following
retirement or five or ten years from the Date of Deposit).
If the Eligible Employee chooses to defer a dollar amount of the Incentive
Bonus or the Strategic Grant and to the extent that dollar amount specified
exceeds the eligible amount of the Incentive Bonus or the Strategic Grant,
as applicable, the amount actually deferred shall be the eligible amount of
the Incentive Bonus or the Strategic Grant, as applicable. If the Eligible
Employee has chosen to have Deferred Compensation paid five or ten years
from the Date of Deposit, such payments shall be made as provided in
Section 5.1(d) below.
(c) Before September 30 of each Plan Year, each Eligible Employee who
elects to become a Participant shall file with the head of Human Resources
a Participation Agreement specifying the items identified in paragraph (b)
above.
3.2 DEFERRAL ELECTIONS. Subject to the restrictions concerning deferral of
Incentive Bonus set forth in Section 3.1(a), any Eligible Employee may elect to
defer any percentage or dollar amount (but not both a percentage and dollar
amount, but an Eligible Employee can defer a specified dollar amount of one of
his Incentive Bonus and Strategic Grant and a percentage of the other) of each
of his Strategic Grant and his Incentive Bonus; provided, however, that, to the
extent that the Eligible Employee chooses to defer a percentage of his Incentive
Bonus and/or Strategic Bonus, each Deferral Election, to be effective, must
result in deferral of a minimum of 10% of the Eligible Employee's Incentive
Bonus and/or Strategic Grant (provided that an Eligible Employee may elect to
defer a portion of his Incentive Bonus and none of his Strategic Grant and vice
versa) and the Deferral Elections must be in increments of 5% for each of the
Strategic
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Grant and Incentive Bonus, which election percentages do not need to be
identical; further, provided, however, that, to the extent that the Eligible
Employee chooses to defer a specified amount of his Incentive Bonus and/or
Strategic Bonus, each Deferral Election, to be effective, must result in
deferral of a minimum of $10,000 of the Eligible Employee's Incentive Bonus
and/or Strategic Grant (provided that an Eligible Employee may elect to defer a
portion of his Incentive Bonus and none of his Strategic Grant and vice versa)
and the Deferral Elections must be in increments of $1,000 for each of the
Strategic Grant and Incentive Bonus, which election amounts do not need to be
identical.
3.3 MODIFICATION OF DEFERRAL ELECTION. By written notice to TRW, a Deferral
Election filed in any Plan Year may be modified or revoked at any time prior to
October 1 of such Plan Year. Thereafter, a Deferral Election specified in a
Participation Agreement shall be irrevocable, except that the Committee or the
Special Committee, as appropriate under Article II, may permit a Participant at
any time prior to the actual deferral of the Incentive Compensation to reduce
the designated percentage to be deferred upon a finding, based upon uniform
standards established by the Committee, that the Participant has suffered a
Financial Hardship.
ARTICLE IV
DEFERRED COMPENSATION
4.1 DEFERRED COMPENSATION. The amount of Incentive Compensation deferred
pursuant to a Deferral Election shall be withheld in a single sum at the time
such Incentive Compensation, but for a Deferral Election, would be paid.
4.2 WITHHOLDING OF TAXES AND SSP/BEP CONTRIBUTIONS. Any withholding of taxes or
other amounts which is required by any federal, state, or local law shall be
withheld from the Participant's remaining undeferred Incentive Compensation, if
any. If necessary in order to comply with any federal, state or local law, the
amount of Incentive Compensation deferred may be reduced by an amount equal to
any required withholding. Otherwise, such withholding may be made from any of
the Participant's other compensation payable by the Corporation, or, at the
election of the head of Human Resources, a Participant may be permitted to pay
to the Corporation the amount of any such required withholding at or prior to
the time such withholding would otherwise be required to be made. In addition,
the amount of Incentive Compensation deferred shall be reduced by the amount of
TRW Stock Savings Plan and Benefits Equalization Plan contributions to be made
by the Eligible Employee on account of such Incentive Compensation.
4.3 ACCOUNTS. For recordkeeping purposes only, a separate Account shall be
established and maintained by TRW for each Participant to which his Deferred
Compensation and Investment Fund Returns or Interest accrued thereon pursuant to
Section 4.4 shall be credited (or charged). Each such Account shall be divided
into the following Sub-Accounts for purposes of Section 5.1: (i) a Retirement
Payment Sub-Account to which there shall be credited all Incentive
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<PAGE> 8
Compensation deferred (and all Investment Fund Returns or Interest thereon)
pursuant to all Deferral Elections under which a Plan Benefit is payable the
year following retirement; and (ii) a separate Pre-Retirement Payment
Sub-Account for each Deferral Election under which the Participant has elected
that his Plan Benefit be payable five or ten years from the Date of Deposit, to
which the Incentive Compensation deferred (and all Investment Fund Returns or
Interest thereon) pursuant to such Deferral Election shall be credited.
4.4 DETERMINATION OF ACCOUNT. The value of each Participant's Account as of each
Determination Date shall be the total of the Participant's Retirement Payment
and Pre-Retirement Payment Sub-Accounts. The value of each such Sub-Account
shall consist of (i) the balance of such Sub-Account as of the last preceding
Determination Date plus (ii) any Deferred Compensation credited to such
Sub-Account since the last preceding Determination Date, adjusted for Investment
Fund Returns or Interest since the last preceding Determination Date based upon
the Investment Fund Returns or Interest Rate selected by the Participant under
this Plan, less (iv) the amount of all Plan Benefits, if any, paid during the
period since the last preceding Determination Date. Investment Fund Returns or
Interest determined as provided in (iii) above, shall be credited (or charged)
to each such Sub-Account as of the Determination Date as of which such
Sub-Account is valued.
4.5 STATEMENT OF ACCOUNTS. TRW shall submit to each Participant, within 120 days
after the close of each Plan Year and at such other times as determined by the
Committee, a statement setting forth the total balance of the Participant's
Account, and the balance of each Sub-Account thereof, as of the last day of such
Plan Year and as of the last day of the immediately preceding Plan Year, the
Deferred Compensation and Investment Fund Returns credited or charged, or
Interest accrued thereon, to each Sub-Account during the Plan Year and the
payments of the Plan Benefits from each Sub-Account during the Plan Year.
ARTICLE V
PLAN BENEFITS
5.1 PLAN BENEFITS PAYABLE ON TERMINATION OF EMPLOYMENT, FIVE YEARS FROM DATE OF
DEPOSIT OR TEN YEARS FROM DATE OF DEPOSIT.
(a) Subject to the provisions of Section 5.1(b) and except as
otherwise provided below, upon Termination of Employment a Participant
shall receive a Plan Benefit equal to the balance of his Account as of the
Determination Date immediately preceding such Termination of Employment,
plus the amount of any Deferred Compensation credited his Account after
such Determination Date. Such Plan Benefit shall be payable as a single sum
during the January following such Termination of Employment. In addition,
the Participant's Account shall be credited with gains or losses on the
balance of his Account for the period from such
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<PAGE> 9
Determination Date to the date of payment based upon the applicable
Investment Fund Returns or Interest Rate. However, in the event that the
Termination of Employment is the result of a divestiture of the unit or
operations of the Corporation where the Participant worked prior to
Termination of Employment and the Participant obtains employment with the
entity that acquired such unit or operations, then the balance of such
Participant's Account shall not be payable until such Participant's
termination of employment from such entity (or its successor) and the
balance of such Participant's Pre-Retirement Payment Sub-Account shall not
be payable until such time as the Participant would have received payment
in accordance with the original Deferral Election had the Participant's
employment with the Corporation not been terminated. At such time, the
amounts in such Participant's Account shall be paid as set forth in
Sections 5.1(b) and 5.1(e). Such Participant's Account shall continue to be
credited or charged with Investment Fund Returns or accrued Interest
following such Participant's Termination of Employment through payment in
full of his or her Account.
(b) In the event that a Participant's Termination of Employment occurs
as a result of his retirement, the Participant shall receive the Plan
Benefit payable in respect of his Retirement Payment Sub-Account in ten
annual installments commencing in the year following the year that
Termination of Employment occurred; provided, however, that the Participant
can petition the Special Committee (or the Committee in the case of an
Executive Officer) at any time at least six months prior to retirement to
change such payment into five annual installments or a single sum; further
provided, that any such payment change approved by the Special Committee
(or the Committee) shall not be effective until the calendar year following
the date of the payment change. In the event that payment shall be made in
a single sum, such payment shall be in accordance with the procedures set
forth in Section 5.1(a) above, but in no event in the same calendar year as
the year of any requested change and no earlier than January 1 of the
calendar year following the year that Termination of Employment occurred.
In the event that the payment shall be made in installments, such payments
shall be made in accordance with Section 5.1(e) below. If, at the time of
retirement, the Participant has a credit in a Pre-Retirement Payment
Sub-Account, such Sub-Account balances shall be paid in a single sum
following retirement in accordance with the procedures set forth in Section
5.1(a) above.
(c) In the event that a Participant's Termination of Employment occurs
because of his death, his Beneficiary or, if no designated Beneficiary
shall survive him, his estate shall receive the Plan Benefit in the manner
provided in Section 5.1(a); provided, however, that if the Participant's
Beneficiary designation shall result in all or any part of his Plan Benefit
passing to his surviving spouse or to an entity for the benefit of his
surviving spouse in such a way as to qualify for the marital deduction
under section 2056 of the Code, and at the time of his death the
Participant was eligible to retire and had elected to receive his Plan
-9-
<PAGE> 10
Benefits in his Retirement Payment Sub-Account in installments pursuant to
Section 5.1(b), payments from his Retirement Payment Sub-Account shall be
made to such surviving spouse or to such entity for the benefit of such
surviving spouse, as the case may be, in the manner provided in Section
5.1(b). Notwithstanding the foregoing, if such surviving spouse shall die
prior to complete distribution of all Plan Benefits, the balance then
remaining in such Retirement Payment Sub-Account shall be paid to the
estate of such surviving spouse or to such entity for the benefit of such
surviving spouse, as the case may be, in a single sum the January following
such spouse's death.
(d) If the Participant has chosen in his Deferral Election to receive
payouts either five or ten years from the Date of Deposit (as opposed to
upon retirement from the Corporation), payments shall be made in a single
sum form from each Pre-Retirement Payment Sub-Account of the Participant on
or before February 15 of the year either five or ten years (depending upon
the applicable Deferral Election) following the applicable Date of Deposit;
provided, however, that if Termination of Employment has occurred prior to
payment, payment of the Participant's Plan Benefits shall be made as
provided in Section 5.1(a).
(e) If the payments from the Participant's Retirement Payment
Sub-Account are to be paid in installment form, such installments shall be
paid in either five or ten annual installments between February 1 and
February 15 of each year in which an installment is to be made; provided,
however, that the initial installment payment will be made a reasonable
time following Termination of Employment (but no earlier than February 1 of
the calendar year following the year that Termination of Employment
occurred). Installment payments will commence in the year following the
Participant's Termination of Employment. If annual installments are paid,
the balance of the Account shall continue to be credited or charged with
Investment Fund Returns or Interest as previously elected by the
Participant in accordance with Section 3.1(b).
5.2 WITHDRAWAL OF PLAN BENEFIT. No Plan Benefit shall be payable prior to the
Participant's Termination of Employment other than in the form determined
pursuant to Section 5.1(d), except that the Committee or the Special Committee,
as appropriate under Article II, may permit a Participant or, after a
Participant's death, a Participant's Beneficiary or other person or entity
entitled to receive such Plan Benefit, to withdraw from the Participant's
Account an amount necessary to meet a Financial Hardship.
5.3 WITHHOLDING; PAYROLL TAXES. TRW shall withhold from Plan Benefits payable
under the Plan any taxes required to be withheld from an employee's wages for
the federal or any state or local governments.
5.4 FULL PAYMENT OF BENEFITS. Notwithstanding any other provision of the Plan,
all Plan Benefits shall be paid to the Participant no later than the January 5
next preceding the Participant's 80th birthday.
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<PAGE> 11
ARTICLE VI
BENEFICIARY DESIGNATION
6.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at any time,
to designate any person or persons as his Beneficiary (both principal as well as
contingent) to whom payment under the Plan shall be made in the event of his
death prior to complete distribution of all Plan Benefits due him under the
Plan. Any Beneficiary designation shall be made in writing on a form prescribed
by the Committee and shall become effective only when filed with the head of
Human Resources.
6.2 AMENDMENTS. Subject to the limitations of Section 6.1 of the Plan, any
Beneficiary designation may be changed by a Participant only by written notice
of such change to the head of Human Resources on a form prescribed by the
Committee. The filing of a new Beneficiary designation form will cancel all
prior Beneficiary designations.
6.3 ABSENCE OF EFFECTIVE BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided above or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's Plan Benefit, the Participant's remaining Plan Benefit shall be
paid to his estate.
6.4 EFFECT OF PAYMENT. Payment to the Beneficiary designated pursuant to
Sections 6.1 and 6.2 or to the Participant's estate pursuant to Section 6.3
shall completely discharge TRW's obligations under the Plan.
ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN
7.1 TERMINATION. The Committee shall have the power in its sole discretion to
suspend or terminate the Plan at any time, except that no such action shall
adversely affect rights with respect to any Account without the consent of the
person affected.
7.2 AMENDMENT. The Committee can amend any part of this Plan (including, without
limitation, changing the Interest Rate or Investment Fund Returns to be paid to
current and future Participants or changing who can become Participants) in its
sole discretion without notice to Participants.
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<PAGE> 12
ARTICLE VIII
MISCELLANEOUS
8.1 UNFUNDED PLAN. The Plan is an unfunded plan maintained by TRW primarily to
provide Deferred Compensation benefits for a select group of executive,
managerial or professional employees of the Corporation.
8.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, estates,
heirs, successors and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of TRW. Such assets of TRW shall not be held
under any trust or in any other way as collateral security for the fulfillment
of the obligations of TRW under the Plan. Any and all of TRW's assets shall be,
and remain, the general, unpledged, unrestricted assets of TRW. TRW's sole
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of TRW to pay money in the future.
8.3 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey, in advance of actual
receipt, any Plan Benefit. Plan Benefits and all rights to Plan Benefits are and
shall be nonassignable and nontransferable prior to actual payment as provided
by the Plan. Any such attempted assignment or transfer shall be ineffective;
TRW's sole obligation shall be to pay Plan Benefits to the Participant, his
Beneficiary or his estate as appropriate. No part of any Plan Benefit shall,
prior to actual payment as provided by the Plan, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person; nor shall any Plan
Benefit be transferable by operation of law in the event of a Participant's or
any other person's bankruptcy or insolvency, except as required by law.
8.4 NOT A CONTRACT OF EMPLOYMENT. Neither the terms and conditions of the Plan
nor those of any Participation Agreement shall be deemed to constitute a
contract of employment between the Corporation and the Participant, and neither
the Participant, his Beneficiary nor his estate shall have any rights against
TRW under the Plan except as may otherwise be specifically provided in the Plan.
Moreover, nothing in the Plan shall be deemed to give a Participant the right to
be retained in the service of the Corporation or to interfere with the right of
the Corporation to discipline, discharge or change the status of a Participant
at any time. Further, nothing in the Plan shall be deemed to give a Participant
a right to receive any Incentive Compensation.
8.5 PROTECTIVE PROVISIONS. A Participant will cooperate with TRW by furnishing
any and all information requested by TRW in order to facilitate the payment of
Plan Benefits under the Plan, and by taking such other action as may be
reasonably requested by TRW.
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<PAGE> 13
8.6 TERMS. Whenever any words are used in the Plan in the masculine, they shall
be construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used in the Plan in the singular or
in the plural, they shall be construed as though they were used in the plural or
singular, as the case may be, in all cases where they would so apply.
8.7 CAPTIONS. The captions of the articles and sections of the Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.
8.8. GOVERNING LAW. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio.
8.9 VALIDITY. In case any provision of the Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if such
illegal or invalid provision were not included in the Plan.
8.10 NOTICE OR FILING. Any notice or filing required or permitted to be given to
TRW or a Participant under the Plan shall be sufficient if in writing and hand
delivered, or sent by regular mail or by registered or certified mail, to the
principal office of TRW or to the last known address of the Participant, as the
case may be. Such notice or filing shall be deemed given or made (i) when hand
delivered to the residence or offices of the recipient, (ii) as of five days
after the date of mailing if delivery is made by regular mail, or, (iii) as of
five days after the date shown on the postmark on the receipt for registration
or certification provided to the sender at the time of mailing, if by registered
or certified mail.
8.11 SUCCESSORS. The provisions of the Plan shall bind and obligate TRW and any
successors. The term "successors" as used in this Section 8.11 shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of TRW and successors of any such corporation or other
business entity.
8.12 EXPENSES AND COSTS. TRW shall bear all expenses and costs in connection
with the operation of the Plan.
8.13 RELIANCE ON CERTIFIED PUBLIC ACCOUNTANTS. TRW, the Directors, the
Committee, the Special Committee, the head of Human Resources and any employee
of TRW or the Corporation shall be fully protected for actions taken in good
faith based on the computations and reports made pursuant to or in connection
with the Plan by the independent certified public accountants who audit TRW's
accounts.
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<PAGE> 14
ARTICLE IV
CLAIMS PROCEDURE
9.1 CLAIM. Any person claiming a Plan Benefit, requesting an interpretation or
ruling under the Plan (other than a ruling under Section 2.5 above or the
determination as to whether an Eligible Employee is a Highly Paid Employee), or
requesting information under the Plan shall present the request in writing to
the head of Human Resources who (a) shall respond in writing within 90 days
following his receipt of the request or (b) in the case of a claimant who is an
Executive Officer, shall refer the claim with his recommended response to the
Committee, which shall respond in writing within 120 days following the receipt
of the request by the head of Human Resources.
9.2 DENIAL OF CLAIM. If the claim or request is denied, the written notice of
denial shall state (i) the reasons for denial; (ii) a description of any
additional material or information required and an explanation of why it is
necessary; and (iii) an explanation of the Plan's claim review procedure.
9.3 REVIEW OF CLAIM. Any person whose claim or request is denied may make a
second request for review by notice given in writing to the head of Human
Resources. The claim or request shall be reviewed further by the head of Human
Resources or the Committee, as appropriate, and he or it may, but shall not be
required to, grant the claimant a hearing.
9.4 FINAL DECISION. A decision on such second request shall normally be made
within 60 days after the date of the second request. If an extension of time is
required for a hearing or other special circumstances, the claimant shall be
notified and the time limit shall be 120 days from the date of the second
request. The decision shall be in writing and, whether made by the head of Human
Resources or the Committee, shall be final and bind all parties concerned.
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<PAGE> 15
PARTICIPATION AGREEMENT
The undersigned hereby agrees to participate in the TRW Inc. Deferred
Compensation Plan (the "Plan") for the following Incentive Compensation received
by the undersigned on account of the year 19__. The undersigned acknowledges
that if in accordance with the Plan the undersigned is not a Highly Paid
Employee under the Plan, the undersigned's election to defer the Incentive
Compensation will become invalid. The undersigned agrees that he/she has read
the Plan and agrees that the following elections are governed by the Plan.
DEFERRAL PERCENTAGES OR AMOUNTS (Percentage elections must be in increments of
5%, with a 10% minimum election, and dollar elections must be in increments of
$1,000, with a $10,000 minimum election; elections for OIP bonus and strategic
incentive grant need not be the same; you cannot elect both a percentage and a
dollar amount for the same payment source):
OIP Bonus ______% or $_______
Strategic Incentive Grant ______% or $_______
ELECTION OPTIONS (Choose only one):
___ Paid in lump sum five years from the Date of Deposit
___ Paid in lump sum ten years from the Date of Deposit
___ Paid following retirement in ten annual installments unless a
change has been approved in accordance with Section 2.5 of the Plan
In order for the above elections to be effective, this form must be fully
completed and returned to the head of Human Resources no later than September
30, 19__.
Unless the undersigned has a Beneficiary Designation Form on file for this Plan
with Human Resources, this Participation Agreement must be accompanied by an
executed Beneficiary Designation Form.
--------------------------- -----------------------------------
Signature of Participant Participant's Full Name
--------------------------- -----------------------------------
Date Participant's Social Security #
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<PAGE> 1
Exhibit 5
January 24, 1997
TRW Inc.
1900 Richmond Rd.
Cleveland, Ohio 44124
Re: The TRW Inc. Deferred Compensation Plan
Ladies and Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing of a registration statement on Form
S-8 ("Registration Statement") with the Securities and Exchange Commission to
register Seventy Five Million Dollars ($75,000,000) of obligations
("Obligations"), which represent unsecured obligations of TRW to pay deferred
compensation in the future in accordance with the terms of the TRW Inc. Deferred
Compensation Plan (the "Plan"). This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended.
I am familiar with the Plan, as amended to date; the proceedings taken by TRW in
connection with the adoption of the Plan; the proposed issuance and sale of
Obligations; the Registration Statement; and the resolutions of the Directors of
TRW relating to the filing of the Registration Statement. I am also familiar
with TRW's Amended Articles of Incorporation and Regulations, in each case as
amended to date, and I have examined or caused to be examined such other
records, documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
Based upon the foregoing, I am of the opinion that, when issued in accordance
with the provisions of the Plan, the Obligations will be valid and binding
obligations of TRW, enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors' rights
or by general equity principles.
<PAGE> 2
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement, in the Plan
documents prepared pursuant to the requirements of Part 1 of Form S-8, and in
any amendments to the foregoing.
Sincerely,
/s/ Martin A. Coyle
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<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated January 23, 1996, with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
January 24, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. (the "Corporation"
hereby appoint M. A. Coyle, J.C. Diggs, W.A. Fullmer, K.A. Weigand and J.L.
Manning, Jr., and each of them, as attorneys for the undersigned, with full
power of substitution and resubstitution, for and in the name, place and stead
of the undersigned in the capacity specified, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, Registration Statements or
amendments to previously-filed Registration Statements with respect to deferred
compensation obligations, interests, shares of Common Stock of the Corporation,
or other securities of the Corporation offered in connection with the
Corporation's deferred compensation plans, and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the securities to which any such Registration Statements relate,
with full power and authority to take or cause to be taken such other actions
which, in the judgment of such person, may be necessary and appropriate to
effect the filing of such documents.
EXECUTED the dates set forth below.
<TABLE>
<S> <C> <C>
/s/ J.T. Gorman /s/ P.S. Hellman /s/ C.G. Miller
- ----------------------- -------------------------- ---------------------------
J.T. Gorman P.S. Hellman C.G. Miller
Chairman of the Board President, Executive Vice President
Chief Executive Officer Chief Operating Officer and Chief Financial Officer
and Director and Director December 11, 1996
December 11, 1996 December 11, 1996
/s/ T.A. Connell /s/ M.H. Armacost
- ----------------------- -------------------------- ---------------------------
T.A. Connell M.H. Armacost, Director M. Feldstein, Director
Vice President December 11, 1996 December 11, 1996
and Controller
December 18, 1996
/s/ R.M. Gates /s/ C.H. Hahn /s/ G.H. Heilmeier
- ----------------------- -------------------------- ---------------------------
R.M. Gates, Director C.H. Hahn, Director G.H. Heilmeier, Director
December 11, 1996 December 11, 1996 December 11, 1996
/s/ K.N. Horn /s/ E.B. Jones /s/ W.S. Kiser
- ----------------------- -------------------------- ---------------------------
K.N. Horn, Director E.B. Jones, Director W.S. Kiser, Director
December 11, 1996 December 11, 1996 December 11, 1996
/s/ D.B. Lewis /s/ J.T. Lynn /s/ L.M. Martin
- ----------------------- -------------------------- ---------------------------
D.B. Lewis, Director J.T. Lynn, Director L.M. Martin, Director
December 11, 1996 December 11, 1996 December 11, 1996
/s/ J.D. Ong /s/ R.W. Pogue
- ----------------------- --------------------------
J.D. Ong, Director R.W. Pogue, Director
December 11, 1996 December 11, 1996
</TABLE>
