<PAGE> 1
As filed with the Securities and Exchange Commission on October 4, 1994
Registration No. 33-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
THE UNITED STATES SHOE CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0474200
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE EASTWOOD DRIVE
CINCINNATI, OHIO 45227
(513) 527-7000
(Address, including zip code, of registrant's principal executive office)
_____________________________________
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
(Full title of the plan)
_____________________________________
JAMES J. CROWE, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE UNITED STATES SHOE CORPORATION
ONE EASTWOOD DRIVE
CINCINNATI, OHIO 45227
(513) 527-7500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_____________________________________
Please send copies of all communications to:
JOHN S. STITH, ESQ.
FROST & JACOBS
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 651-6800
________________________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Per Share(1) Offering Price Fee
Registered
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without
par value 1,000,000(2) $ 21.63 $ 21,630,000 $ 7,458.62
====================================================================================================================================
<FN>
(1) Computed solely for the purpose of calculating the registration fee, based
upon the $ 21.63 average of the high and low prices per share on the New York
Stock Exchange on September 30, 1994, pursuant to Rule 457.
(2) Aggregate number of Common Shares which may be issued pursuant to The
United States Shoe Corporation Tax Incentive Savings Plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by the Corporation with the
Securities and Exchange Commission and are incorporated herein by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994.
2. The Corporation's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1994 and July 30, 1994.
3. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1993.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this registration statement and prior to the termination of the
offering of the Common Shares shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement herein or contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
registration statement.
Copies of the above documents (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents) and of the Corporation's 1993 Annual Report to Shareholders may
be obtained upon request without charge from the Secretary, The United States
Shoe Corporation, One Eastwood Drive, Cincinnati, Ohio 45227, (513) 527-7501.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON SHARES
-------------
The Common Shares of the Corporation are without par value. The
Common Shares are entitled to such dividends as the Board of Directors of the
Corporation may lawfully declare from time to time, subject to the restrictions
described below. Each Common Share is entitled to one vote on all matters,
except that under Ohio law votes may be cumulated for the election of
Directors. The Common Shares are entitled to participate ratably in the
distribution of the net assets of the Corporation upon liquidation, subject to
the restrictions described below and after payment of debts and expenses. The
holders of Common Shares have no pre-emptive rights. The Common Shares carry
no conversion rights, redemption provisions or sinking fund
<PAGE> 3
provisions. All of the outstanding Common Shares of the Corporation are, and
the Common Shares offered hereby will be, fully paid and nonassessable. At
September 30, 1994, 46,333,101 Common Shares were issued and outstanding.
PREFERRED SHARES
----------------
The Corporation also has authorized 750,000 Voting Preferred Shares
and 750,000 Non-Voting Preferred Shares, together referred to as "Preferred
Shares". The Corporation presently has no outstanding Preferred Shares,
although 300,000 Voting Preferred Shares have been reserved for possible future
issuance as Series A Preference Shares in connection with the Corporation's
Share Purchase Rights Plan (see "Extraordinary Corporate Transactions", below.)
The Board of Directors is authorized to issue the Preferred Shares from time to
time in series and to fix the dividend rates and dividend dates, liquidation
prices, redemption rights and redemption prices, sinking fund requirements,
conversion rights, restrictions, if any, on the creation of indebtedness and on
the issuance of such shares, and certain other rights, preferences and
limitations.
No dividends or other distributions (other than dividends payable in
Common Shares) may be paid to the holders of Common Shares unless all
cumulative dividends on the Preferred Shares have been paid, or declared and
funds set aside for payment, and until sums required to meet sinking fund
requirements, if any, have been set aside. The accumulated dividends on the
Preferred Shares and the liquidation price, if any, fixed prior to issuance
would have a preference over any payments to be made to the holders of Common
Shares upon liquidation.
Each Voting Preferred Share will entitle the holder thereof to one
vote on all matters upon which the holders of Common Shares are entitled to
vote. Ordinarily the holders of Non-Voting Preferred Shares will not be
entitled to vote on any matter. However, under certain circumstances involving
the failure to pay dividends, all of the holders of Preferred Shares, voting
separately as a class, will be entitled to elect two directors of the
Corporation. The affirmative vote of the holders of certain designated
percentages of the Preferred Shares, as a class and in certain cases by series,
is required to effect or validate certain actions, including (a) the
authorization of any shares ranking prior to or in parity with the Preferred
Shares; (b) the change of any provision of (i) the Articles of Incorporation or
(ii) any series of Preferred Shares, whereby the rights or preferences of the
Preferred Shares or any series of Preferred Shares would be adversely affected;
and (c) an increase in the authorized number of Preferred Shares.
Each Series A Preference Share, if issued pursuant to the terms of the
Share Purchase Rights Plan (see "Extraordinary Corporate Transactions", below),
will have a minimum preferential quarterly dividend rate of $50 per share, but
will be entitled to an aggregate dividend of 100 times the dividend declared on
a Common Share. In the event of liquidation, the holders of the Series A
Preference Shares will receive a preferred liquidation payment of $200 per
share, but will be entitled to receive an aggregate liquidation payment equal
to 100 times the payment per Common Share. Each Series A Preference Share will
have one vote on all matters submitted to a vote of the shareholders. In the
event of any merger, consolidation
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<PAGE> 4
or other transaction in which Common Shares are exchanged for or changed into
other stock or securities, cash or other property, each Series A Preference
Share will be entitled to receive 100 times the amount received per Common
Share.
OTHER RESTRICTIONS AS TO DIVIDENDS AND CERTAIN OTHER PAYMENTS
-------------------------------------------------------------
Certain agreements with respect to long-term obligations of the
Corporation contain provisions which, among other restrictions, limit total
consolidated indebtedness, require the maintenance of certain minimum amounts
of working capital, and limit repurchases of Common Shares and the payment of
cash dividends by the Corporation. Annually updated information with respect
to the extent to which consolidated retained earnings are restricted as to the
payment of cash dividends is set forth in the Corporation's Annual Reports on
Form 10-K (Notes to Consolidated Financial Statements) filed with the
Commission and is incorporated in this registration statement by reference.
See "Incorporation of Certain Documents by Reference", above.
EXTRAORDINARY CORPORATE TRANSACTION
-----------------------------------
In March 1986 the Board of Directors of the Corporation adopted a
Share Purchase Rights Plan. The Board of Directors approved certain amendments
to the Plan on March 23, 1988. Under the Plan, shareholders of record on April
14, 1986 received, in connection with each Common Share owned, the right to
purchase one one-hundredth of a Series A Preference Share at an exercise price
of $200, subject to adjustment (collectively, the "Rights"). The Rights are
exercisable for Series A Preference Shares following (i) public announcement
that a person or group has acquired, or has obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares, or (ii)
the commencement of, or public announcement of an intention to make, a tender
offer or exchange offer if, upon consummation, such person or group would be
the beneficial owner of 30% or more of the outstanding Common Shares.
Similarly, if any person or group acquires 20% or more of the outstanding
Common Shares, the Rights also would entitle the holder to purchase Common
Shares (or other securities or property of the Corporation) at half the market
value, except if the 20% acquisition is made pursuant to a tender or exchange
offer for all outstanding Common Shares which the directors of the Corporation
who are not officers deem to be in the best interests of the Corporation and
its shareholders (a "Permitted Offer"). Upon the occurrence of certain other
events (including a merger in which the Corporation's Common Shares are changed
or 50% or more of the Corporation's assets or earning power is sold or
transferred), the Rights would entitle the holder to purchase common stock in
the acquiring entity at half its market value, except in connection with
certain transactions following a Permitted Offer. All of the Rights may be
redeemed by the Corporation at a price of $.05 per Right; however, the Rights
may not be redeemed, except in limited circumstances, after a person or group
acquires 20% or more of the outstanding Common Shares. The Rights also may be
redeemed in connection with certain negotiated transactions. The Rights will
expire on April 14, 1996.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Partners and associate attorneys of Frost & Jacobs own approximately
7,172 Common Shares of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Corporation's Regulations requires indemnification
of directors and officers in accordance with the provisions of Section
1701.13(E), Ohio Revised Code. Article IV consists of a brief statement to the
effect that the Corporation shall, to the full extent permitted by the General
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant
thereto.
Section 1701.13(E) permits, under certain conditions, indemnification
by a corporation of any person who was or is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving some other enterprise in a similar
capacity at the request of the corporation. Section 1701.13(E) permits such
indemnification against expenses, including attorneys' fees, and against
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person under certain prescribed conditions with respect to any
proceeding other than an action by or in the right of the corporation, and
permits such indemnification against expenses, including attorneys' fees,
similarly incurred in connection with the defense or settlement of an action or
suit by or in the right of the corporation. Section 1707.13(E) does not permit
indemnification of a director in actions in which the only liability asserted
against the director is pursuant to Section 1701.95, Ohio Revised Code.
Section 1701.95 states that directors who vote for or assent to certain types
of transactions are jointly and severally liable to the corporation. The
prohibited transactions are (i) payment of a dividend or distribution, or the
making of a distribution of assets to shareholders, or the purchase or
redemption of the corporation's own shares, contrary to law or the
corporation's Articles, (ii) a distribution of assets to shareholders during
the winding up or dissolution of a corporation without the payment of all known
obligations of the corporation, or without making adequate provision for the
payment of such obligations, and (iii) the making of loans, other than in the
ordinary course of business, to an officer, director or shareholder of a
corporation.
The directors and officers of the Corporation are covered by an
insurance policy with Federal Insurance Company, a member of the Chubb Group of
Insurance Companies, indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as amended, which
might be incurred by them in such capacities and against which they cannot be
indemnified by the Corporation. Additionally, the Corporation has excess
layers of similar coverage under policies with various carriers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted pursuant to the provisions of the
Corporation's Regulations to directors, officers or
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<PAGE> 6
persons controlling the Corporation, the Corporation has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
This Form S-8 Registration Statement includes the following exhibits:
4. a. The United States Shoe Corporation Salaried Employees Tax
Incentive Savings Plan, as amended.
b. The Corporation's Amended Articles of Incorporation, as amended,
incorporated herein by reference to the Corporation's
Registration Statement on Form S-8, dated June 24, 1994 and filed
with the Commission.
c. The Corporation's Regulations, as amended, incorporated herein
by reference to the Corporation's Registration Statement on Form
S-8, dated June 24, 1994 and filed with the Commission.
d. Rights Agreement between the Corporation and Morgan Guaranty
Trust Company of New York, dated as of March 31, 1986,
incorporated herein by reference to the Corporation's Form 8-A,
dated April 9, 1986 and filed with the Commission. First
Amendment to Rights Agreement between the Corporation and Morgan
Shareholders Services Trust Company, dated as of March 23, 1988,
incorporated herein by reference to the Corporation's Current
Report on Form 8-K, dated March 23, 1988 and filed with the
Commission. Second Amendment to Rights Agreement among the
Corporation, Morgan Shareholder Services Trust Company and The
Bank of New York, dated as of June 1, 1993, incorporated herein
by reference to the Corporation's Registration Statement on Form
S-8, dated June 24, 1994 and filed with the Commission.
5. Opinion of Frost & Jacobs, Esqs., dated October 3, 1994,
concerning the legality of the securities being registered.
The undersigned registrant hereby undertakes that it will submit
The United States Shoe Corporation Salaried Employees Tax
Incentive Savings Plan and all amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
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23.a. Consent of Frost & Jacobs (included in Exhibit 5 hereto).
b. Consent of Arthur Andersen LLP.
24. Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales of the
securities registered hereunder 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 this
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
this registration statement or any material change to
such information in the registration statement;
provided, however, that this undertaking will only apply to
the extent that the information listed in clauses (i) and
(ii) hereof is not contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
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 that 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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(b) The undersigned registrant hereby undertakes 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 this registration statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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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<PAGE> 9
SIGNATURES
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 Cincinnati, State of Ohio, on the 3rd day of
October, 1994.
THE UNITED STATES SHOE CORPORATION
By /s/ K. Brent Somers
-----------------------------
K. Brent Somers
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
- ---------------------------
Bannus B. Hudson
President and Chief Executive Officer
Principal Financial Officer:
- ---------------------------
K. Brent Somers
Vice President - Finance
By /s/ K. Brent Somers
Principal Accounting Officer: --------------------------
- ---------------------------- K. Brent Somers
Edwin C. Gerth as attorney-in-fact and
Vice President - Corporate Controller on his own behalf as
Principal Financial Officer
Directors:
- --------- October 3, 1994
Joseph H. Anderer
Philip E. Beekman
Gilbert Hahn, Jr.
Roger L. Howe
Bannus B. Hudson
Lorrence T. Kellar
Albert M. Kronick
Thomas Laco
Charles S. Mechem, Jr.
John L. Roy
Phyllis S. Sewell
-8-
<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the State of Ohio, on this 3rd day
of October, 1994.
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE
SAVINGS PLAN
By: /s/ James P. Maloney
--------------------------------------
James P. Maloney, Chairman
Associate Benefits Committee
-9-
<PAGE> 11
EXHIBIT INDEX
EXHIBIT PAGE
4.a. The United States Shoe Corporation Salaried Employee
Tax Incentive Savings Plan
5. Opinion of Frost & Jacobs, Esqs.
23.a. Consent of Frost & Jacobs (included in Exhibit 5 hereto).
23.b. Consent of Arthur Andersen LLP.
24. Powers of Attorney.
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<PAGE> 1
EXHIBIT 4.a
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES
TAX INCENTIVE SAVINGS PLAN
--------------------------
WHEREAS, The United States Shoe Corporation has established The United
States Shoe Corporation Salaried Employees Tax Incentive Savings Plan; and
WHEREAS, it is deemed desirable to spin off from The United States Shoe
Corporation Salaried Employees Tax Incentive Plan, effective December 31, 1989,
separate plans for eligible employees of the LensCrafters and Women's Specialty
Retailing Divisions of The United States Shoe Corporation, to be known,
respectively, as the LensCrafters Tax Incentive Retirement Savings Plan and the
Women's Specialty Retailing Tax Incentive Savings Plan;
NOW THEREFORE, the following shall constitute The United States Shoe
Corporation Salaried Employees Tax Incentive Savings Plan immediately following
the spinoff of the LensCrafters Tax Incentive Retirement Savings Plan and the
Women's Specialty Retailing Tax Incentive Savings Plan.
SECTION 1
---------
NAME AND PURPOSE OF PLAN
------------------------
1.1 NAME. The plan set forth herein shall be known as The United
States Shoe Corporation Salaried Employees Tax Incentive Savings Plan (the
"Plan").
1.2 PURPOSE. The Plan is designated as a plan intended to qualify as
a profit sharing plan under section 401(a) of the Internal Revenue Code of 1986
(the "Code").
SECTION 2
---------
GENERAL DEFINITIONS; GENDER AND NUMBER
--------------------------------------
2.1 GENERAL DEFINITIONS. For purposes of the Plan, the following
terms shall have the meanings hereinafter set forth unless the context
otherwise requires:
2.1.1 "Affiliated Employer" means the Company, each corporation
which is a member of a controlled group of corporations (within the meaning of
section 414(b) of the Code as modified by section 415(h) of the Code) which
includes the Company, each trade or business (whether or not incorporated)
which is under common control (as defined in section 414(c) of the Code as
modified by section 415(h) of the Code) with the Company, each member
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of an affiliated service group (within the meaning of section 414(m) of the
Code) which includes the Company, and each other entity required to be
aggregated with the Company under section 414(o) of the Code.
2.1.2 "Approved Absence" means an absence from active service
with an Affiliated Employer by reason of a vacation or leave of absence
approved by the Affiliated Employer, any absence from active service with an
Affiliated Employer while employment rights with the Affiliated Employer are
protected by law and any other absence from active service with an Affiliated
Employer which does not constitute a termination of employment with the
Affiliated Employer under rules adopted by the Affiliated Employer and applied
in a uniform and nondiscriminatory manner.
2.1.3 "Beneficiary" means the person or entity designated by a
Participant, on forms furnished and in the manner prescribed by the Committee,
to receive any benefit payable under the Plan after the Participant's death.
If a Participant fails to designate a beneficiary or if, for any reason, such
designation is not effective, his "Beneficiary" shall be his surviving spouse
or, if none, his estate. Notwithstanding the foregoing, the "Beneficiary" of a
married Participant shall be deemed to be his spouse unless (a) he has
designated another person or entity as his beneficiary and (b) his spouse has
consented to such designation in a written consent which acknowledges the
effect of such designation and is witnessed by a Plan representative or notary
public.
2.1.4 "Committee" means the Committee appointed by the Company to
administer the Plan in accordance with the provisions of Section 10.
2.1.5 "Company" means The United States Shoe Corporation.
2.1.6 "Company Contribution Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 6.3.
2.1.7 "Covered Employee" means an Employee who is paid either on
a salaried basis or on the basis of wholesale sales of the Company's products,
subject to the following:
(a) The term "Covered Employee" shall not
include any person who is classified on the personnel records of the Company as
an employee of the Optical Retailing Group of the Company or the Women's
Specialty Retailing Group of the Company.
(b) The term "Covered Employee" shall not
include any Employee who is not employed within one of the States of the United
States unless such Employee is classified on the personnel records of the
Company as a foreign service employee or unless such Employee is a non-resident
alien employed in Spain who is compensated in United States dollars.
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(c) The term "Covered Employee" shall include
any Employee who is classified on the personnel records of the Company as an
employee of the T. H. Mandy Division of the Company or the Banister Division of
the Company.
(d) The term "Covered Employee" shall not
include any person who is a non-exempt office clerical employee of the Women's
Shoe Division of the Company.
(e) The term "Covered Employee" shall not
include any person who is a "leased employee" (as defined in section 414(n) of
the Code) with respect to the Company.
(f) With respect to any calendar year, the term
"Covered Employee" shall not include any person who is eligible to defer
compensation under The United States Shoe Corporation Salaried Employees
Deferred Compensation Plan.
2.1.8 "Employee" means any person who is employed as a common law
employee of an Affiliated Employer, including any such person who is absent
from active service with an Affiliated Employer by reason of an Approved
Absence.
2.1.9 "Entry Date" means the first day of each calendar quarter
and such other dates as may be selected by the Committee.
2.1.10 "Gross Compensation" means the cash compensation paid
to a Participant by the Company for services rendered as a Covered Employee, as
reflected on form W-2, plus the additional amount of cash compensation which
the Company would have paid to the Participant for services rendered as a
Covered Employee if the Participant had not participated in a cafeteria plan
under section 125 of the Code or a cash and deferred arrangement described in
section 401(k) of the Code, but excluding any compensation attributable to the
exercise of a stock option and any other special or unusual remuneration. For
purposes of the Plan, a Participant's annual Gross Compensation shall not be
deemed to exceed $200,000 or such greater amount as may be permitted under
section 401(a)(17) of the Code.
2.1.11 "Participant" means a person who has become and who
remains a Participant in the Plan in accordance with the provisions of Section
3.
2.1.12 "Plan Accounts" means, collectively, all outstanding
Rollover Accounts, Salary Deferral Accounts and Company Contribution Accounts
maintained for a Participant.
2.1.13 "Plan Year" means the calendar year.
2.1.14 "Rollover Account" means the bookkeeping account
established for a Participant in accordance with the provisions of Section 6.1.
2.1.15 "Salary Deferral Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 6.2.
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2.1.16 "Trust" means The United States Shoe Corporation Tax
Incentive Savings Trust.
2.1.17 "Trustee" means the corporation serving as trustee of
the Trust.
2.1.18 "Valuation Date" means the last business day of each
Plan Year and such other dates as may be selected by the Committee.
2.2 GENDER AND NUMBER. For purposes of the Plan, words used in
any gender shall include all other genders, words used in the singular form
shall include the plural form and words used in the plural form shall include
the singular form, as the context may require.
SECTION 3
---------
ELIGIBILITY AND PARTICIPATION
-----------------------------
3.1 ELIGIBILITY. Each Employee who is a Covered Employee, who has
attained age 21 and who has been credited with at least one year of Eligibility
Service shall be eligible to become a Participant in the Plan.
3.2 PARTICIPATION. An Employee may elect to become a Participant
in the Plan as of any Entry Date on which he satisfies all of the eligibility
requirements of Section 3.1 by completing and signing an enrollment form
provided by the Committee and filing such form with the Committee within the
time prescribed by the Committee. The enrollment form shall include such
information as the Committee deems appropriate for the proper administration of
the Plan. Each Participant shall continue to be a Participant so long as he
remains an Employee and until his Plan Accounts have been fully distributed.
3.3 ELIGIBILITY SERVICE. Each Employee who completes at least
1,000 Hours of Service during the 12-month period commencing on the day he
first performs an Hour of Service shall be credited with one year of
"Eligibility Service" as of the last day of such 12-month period. Each
Employee who fails to complete at least 1,000 Hours of Service during the
12-month period commencing on the day he first performs an Hour of Service
shall be credited with one year of "Eligibility Service" as of the last day of
the first Plan Year (commencing on or after the day he first performs an Hour
of Service) during which he completes at least 1,000 Hours of Service. For
purposes of this Section 3.3, an Employee's "Hours of Service" shall be
computed as follows (subject to the rules contained in 29 CFR Section
2530.200b-2(b) and (c), which are incorporated herein by reference):
3.3.1 One Hour of Service shall be credited for each hour
for which an Employee is paid, or entitled to payment, for the performance of
duties for an Affiliated Employer during the applicable computation period.
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3.3.2 One Hour of Service shall be credited for each hour
for which an Employee is paid, or entitled to payment, by an Affiliated
Employer on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. Notwithstanding the preceding
sentence:
(a) No more than 501 Hours of Service are
required to be credited under this Section 3.3.2 to an Employee on account of
any single continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation period);
(b) An hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable workmen's compensation, or unemployment compensation
or disability insurance laws; and
(c) Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee.
For purposes of this Section 3.3.2, a payment shall be deemed to be made by or
due from an Affiliated Employer regardless of whether such payment is made by
or due from the Affiliated Employer directly, or indirectly through, among
others, a trust fund, or insurer, to which the Affiliated Employer contributes
or pays premiums and regardless of whether contributions made or due to the
trust fund, insurer or other entity are for the benefit of particular Employees
or are on behalf of a group of Employees in the aggregate.
3.3.3 One Hour of Service shall be credited for each hour
for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Affiliated Employer. The same hours of service shall not be
credited both under Section 3.3.1 or Section 3.3.2, as the case may be, and
under this Section 3.3.3. Crediting of Hours of Service for back pay awarded
or agreed to with respect to periods described in Section 3.3.2 shall be
subject to the limitations set forth in that Section.
3.4 MERGED PLAN PARTICIPANTS. Upon the merger of Hahn Shoe Profit
Sharing Plan and T. H. Mandy Profit Sharing Plan into this Plan (a) each person
who was a Participant in Hahn Shoe Profit Sharing Plan or T. H. Mandy Profit
Sharing Plan immediately prior to the merger shall automatically become a
Participant in this Plan; (b) the balance in each Participant's Account under
Hahn Shoe Profit Sharing Plan or T. H. Mandy Profit Sharing Plan shall be
credited to a Rollover Account established for the Participant under Section
6.1 of this Plan and invested in such types of investments as may be permitted
by the Committee, provided, however, that if the Participant fails to direct
the investment of such Rollover Account, such Rollover Account shall be
invested in one or more money market funds; (c) each beneficiary
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designation in effect under the Hahn Shoe Profit Sharing Plan or T. H. Mandy
Profit Sharing Plan shall continue in effect under this Plan until changed in
accordance with the provisions of Section 2.1.3; and (d) to the extent that his
Rollover Account includes amounts attributable to Hahn Shoe Profit Sharing Plan
or T. H. Mandy Profit Sharing Plan, the Participant may not borrow from his
Rollover Account.
SECTION 4
---------
CONTRIBUTIONS
-------------
4.1 ROLLOVER CONTRIBUTIONS. With the consent of the Committee, a
Participant may make a rollover contribution (as described in section
402(a)(5), 403(a)(4) or 408(d)(3)(C) of the Code) to the Plan; provided that no
Participant may roll over any amounts which were previously deducted by him
under section 219 of the Code. Any rollover contribution must be made in cash
and in accordance with uniform rules prescribed by the Committee.
4.2 SALARY DEFERRAL CONTRIBUTIONS. Subject to such uniform and
nondiscriminatory rules as the Committee may prescribe, a Participant may
authorize salary deferral contributions of from 1% to 10% of his Gross
Compensation, effective as of any Entry Date, by completing and signing a
salary deferral form provided by the Committee and filing such form with the
Committee within the time prescribed by the Committee. Not less frequently
than monthly, the Company shall contribute to the Plan an amount equal to the
salary deferral contributions authorized by each Participant, subject to the
limitations contained in Section 5.
4.2.1 A Participant who has authorized salary deferral
contributions may change the amount of his authorized salary deferral
contributions from one permissible percentage to another, effective as of any
Entry Date, by completing and signing a form provided by the Committee and
filing such form with the Committee within the time prescribed by the
Committee.
4.2.2 A Participant who has authorized salary deferral
contributions may suspend such authorization, effective as of the first day of
any payroll period, by completing and signing a form provided by the Committee
and filing such form with the Committee within the time prescribed by the
Committee. A Participant who has suspended his authorization for salary
deferral contributions may again authorize salary deferral contributions,
effective as of any Entry Date (not earlier than the first Entry Date of the
second calendar quarter next following the calendar quarter in which the
effective date of the suspension occurred), by completing and signing a form
provided by the Committee and filing such form with the Committee within the
time prescribed by the Committee.
4.3 COMPANY CONTRIBUTIONS. For the calendar quarter ending June
30, 1990 and for each subsequent calendar quarter, the Company shall contribute
to the Plan, for each Participant (a) who has authorized salary deferral
contributions during such quarter and (b) who is an
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Employee on the last day of such quarter or who ceased to be an Employee during
such quarter by reason of his retirement (on or after attaining age 65 or, in
the case of a Participant who has completed at least ten years of service with
the Company, on or after attaining age 55) or death, an amount equal to 50% of
the Participant's Base Salary Deferral Contributions for the calendar quarter,
subject to the limitations set forth in Section 5. For purposes of the Plan,
the Company's contributions to the Plan for any calendar quarter under this
Section 4.3 shall be deemed to have been made as of the last day of such
quarter regardless of the date on which such contributions are actually paid to
the Plan. For purposes of this Section 4.3, "Base Salary Deferral
Contributions" means that portion of the salary deferral contributions made to
the Plan on behalf of a Participant for a calendar quarter under Section 4.2
not in excess of 5% of the Participant's Gross Compensation for such quarter.
Notwithstanding the foregoing, if by reason of the limitations contained in
Sections 5.2 and 5.8, any Base Salary Deferral Contributions are distributed to
a Participant, any related Company contributions under this Section 4.3 (and
earnings thereon) shall thereupon be forfeited and applied as soon as possible
thereafter to reduce subsequent Company contributions.
4.4 MISTAKE OF FACT; DISALLOWANCE OF DEDUCTION. Any contribution
made by the Company by reason of a mistake of fact or conditioned on its
deductibility under section 404 of the Code, to the extent disallowed, may be
repaid to the Company, at the Company's election, provided that such repayment
is made within one year after the mistaken payment of the contribution or
within one year of the disallowance of the deduction. Earnings attributable to
such contributions may not be paid to the Company, but any losses attributable
thereto shall reduce the amount which may be repaid.
SECTION 5
---------
LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
--------------------------------------------
5.1 SECTION 404 LIMITATIONS. In no event shall the Company's
total contributions to the Plan for any Plan Year under Sections 4.2 and 4.3
exceed 15% of the Compensation of those Participants who are entitled to share
in the Company's contributions under such Sections for such Plan Year. If the
Company's total contributions for any Plan Year could exceed the limitation
described in the preceding sentence, to the extent necessary to insure that
such limitation will not be exceeded, the amounts to be contributed under
Sections 4.2 and 4.3 shall be reduced proportionately.
5.2 SECTION 401(K) LIMITATIONS. If for any Plan Year the
Company's contributions under Section 4.2 on behalf of those Participants who
are Highly Compensated Employees exceed both the limitation contained in
Section 5.2.1 and the limitation contained in Section 5.2.2, the contributions
on behalf of such Participants under Section 4.2 (together with the earnings
thereon) shall, to the extent necessary to insure that at least one of such
limitations will not be exceeded, be distributed to such Participants prior to
the end of the following Plan Year.
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5.2.1 The Average Deferral Percentage for those
Participants who are Highly Compensated Employees must not be more than the
Average Deferral Percentage of all other Participants multiplied by 1.25.
5.2.2 The excess of the Average Deferral Percentage for
those Participants who are Highly Compensated Employees over the Average
Deferral Percentage of all other Participants must not be more than 2
percentage points and the Average Deferral Percentage for those Participants
who are Highly Compensated Employees must not be more than the Average Deferral
Percentage of all other Participants multiplied by 2.
Notwithstanding the foregoing, at the election of the Company, in lieu of
making distributions to those Participants who are Highly Compensated
Employees, the Company may make special contributions on behalf of those
Participants who are not Highly Compensated Employees in an amount sufficient
to satisfy the limitations of Section 5.2.1 or 5.2.2. Such special
contributions shall be allocated among the Salary Deferral Accounts of those
Participants who are entitled to share in the Company's contributions under
Section 4.2 for the Plan Year and who are not Highly Compensated Employees in
the proportion that each such Participant's Compensation for the Plan Year
bears to all such Participants' Compensation for the Plan Year. For purposes
of this Section 5.2, (a) the "Average Deferral Percentage" for a specified
group of Participants shall be the average of such Participants' Individual
Deferral Percentages and (b) "Individual Deferral Percentage" means, with
respect to any Participant for any Plan Year, the ratio of the salary deferral
contributions paid to the Plan for the Participant under Section 4.2 to the
Participant's Compensation for such Plan Year. For purposes of determining the
Individual Deferral Percentage of a Participant who is a Highly Compensated
Employee, this Plan and all other 401(k) plans maintained by any Affiliated
Employer in which the Participant is eligible to participate shall be treated
as a single plan. In the event this Plan must be combined with one or more
plans (other than an employee stock ownership plan described in section
4975(e)(7) of the Code) in order to satisfy the requirements of section
401(a)(4) or 410(b) of the Code (other than the average benefits test described
in section 410(b)(2)(A)(ii) of the Code), then all cash or deferred
arrangements that are included in such plans shall be treated as a single
arrangement for purposes of section 401(k) of the Code.
5.3 SECTION 401(M) LIMITATIONS. If for any Plan Year the total
contributions under Section 4.3 on behalf of those Participants who are Highly
Compensated Employees exceed both the limitation contained in Section 5.3.1 and
the limitation contained in Section 5.3.2, the contributions on behalf of such
Participants under Section 4.3 (together with the earnings thereon) shall, to
the extent necessary to insure that at least one of such limitations will not
be exceeded, be distributed to such Participant prior to the end of the
following Plan Year.
5.3.1 The Average Contribution Percentage for those
Participants who are Highly Compensated Employees must not be more than the
Average Contribution Percentage of all other Participants multiplied by 1.25.
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5.3.2 The excess of the Average Contribution Percentage for
those Participants who are Highly Compensated Employees over the Average
Contribution Percentage of all other Participants must not be more than 2
percentage points and the Average Contribution Percentage for those
Participants who are Highly Compensated Employees must not be more than the
Average Contribution Percentage of all other Participants multiplied by 2.
For purposes of this Section 5.3, (a) the "Average Contribution Percentage" for
a specified group of Participants, grouped by Compensation, shall be the
average of such Participants' Individual Contribution Percentages and (b)
"Individual Contribution Percentage" means, with respect to any Participant for
any Plan Year, the ratio of the contributions paid to the Plan on behalf of the
Participant under Section 4.3 to the Participant's Compensation for such Plan
Year. The Average Contribution Percentage for any Highly Compensated employee
for any Plan Year who is eligible to have matching employer contributions made
on his behalf or to make after-tax contributions under one or more plans
described in section 401(a) of the Code (other than an employee stock ownership
plan described in section 4975(e)(7) of the Code) maintained by any Affiliated
Employer in addition to this Plan shall be determined as if all such
contributions were made to this Plan. In the event that this Plan must be
combined with one or more other plans (other than an employee stock ownership
plan described in section 4975(e)(7) of the Code) in order to satisfy the
requirements of section 401(a)(4) or 410(b) of the Code (other than the average
benefits test described in section 410(b)(2)(A)(ii) of the Code), all employee
and matching contributions shall be treated as made under a single plan for
purposes of section 401(m) of the Code. At the discretion of the Committee,
contributions under Section 4.2 shall be deemed to be contributions under
Section 4.3 for purposes of applying the limitations contained in this Section.
5.4 SECTION 401(M) ALTERNATE LIMITATIONS. The alternate
limitations set forth in this Section 5.4 shall apply if, for any Plan Year,
the total contributions under Section 4.2 on behalf of those Participants who
are Highly Compensated Employees exceed the limitation contained in Section
5.2.1 and the total contributions under Section 4.3 on behalf of those
Participants who are Highly Compensated Employees exceed the limitation
contained in Section 5.3.1. If for any Plan Year the total contributions under
Section 4.3 by or on behalf of those Participants who are Highly Compensated
Employees exceed the sum of the limitation contained in Section 5.4.1 and the
limitation contained in Section 5.4.2, to the extent necessary to insure that
the sum of such limitations will not be exceeded, the contributions made on
behalf of such Participants under Section 4.3 (and earnings thereon) shall be
distributed to such Participant prior to the end of the following Plan Year.
5.4.1 125% of the lesser of (a) the Average Deferral
Percentage of those Participants who are not Highly Compensated Employees or
(b) the Average Contribution Percentage of such Participants.
5.4.2 The lesser of (a) two plus the greater of the amounts
determined under clauses (a) and (b) of Section 5.4.1 or (b) 200% of the
greater of the amounts determined under clauses (a) and (b) of Section 5.4.1.
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For purposes of this Section 5.4, (a) the terms "Average Contribution
Percentage", "Individual Contribution Percentage" and "Average Deferral
Percentage" shall have the meanings set forth in Sections 5.2 and 5.3. At the
discretion of the Committee, contributions under Section 4.2 shall be deemed to
be contributions under Section 4.3 for purposes of applying the limitations
contained in this Section.
5.5 MAXIMUM ANNUAL ADDITIONS. The total Annual Additions
allocable to a Participant's Plan Accounts for any Plan Year shall be limited
in accordance with the following provisions:
5.5.1 Notwithstanding any other provision of the Plan to
the contrary, in no event shall a Participant's Annual Additions for any Plan
Year exceed the lesser of (a) $30,000 (or such larger amount as may be
determined by the Commissioner of Internal Revenue for Plan Years beginning on
or after January 1, 1988) or (b) 25% of his Compensation for such Plan Year.
5.5.2 If for any Plan Year, as a result of reasonable error
in estimating a Participant's Compensation or other facts and circumstances
approved by the Commissioner of Internal Revenue, a Participant's Annual
Additions could exceed the limitations set forth in Section 5.5.1, the
following adjustments shall be made in the following order to the extent
necessary to insure such limitations will not be exceeded: first, the
Company's contributions for the Plan Year on behalf of the Participant under
Section 4.3 shall be allocated to a suspense account under Section 5.5.3 and,
second, the Company's contributions for the Plan Year on behalf of the
Participant under Section 4.2 shall be allocated to a suspense account under
Section 5.5.3.
5.5.3 That portion of the Company's contributions for a
Plan Year which is allocated to a suspense account under Section 5.5.2 shall be
applied to reduce the contributions otherwise required of the Company in the
first Plan Year in which they can be applied without exceeding the limitations
of Section 5.5.1. The suspense account shall not share in the income,
expenses, profits or losses of the Trust. The Company shall not contribute any
amount to the Trust which results in additional amounts being credited to the
suspense account. If the Plan is terminated, any amount credited to the
suspense account which cannot be allocated to the Participants' Plan Accounts
shall be paid to the Company.
5.5.4 For purposes hereof, "Annual Additions" means, with
respect to any Participant, the sum of all contributions (other than rollover
contributions) and forfeitures allocated to his accounts for a Plan Year under
this Plan and all other defined contribution plans maintained by any Affiliated
Employer. If a Participant in this Plan is a participant in one or more other
defined contribution plans, the limitations contained in this Section 5.5 shall
be applied to reduce the annual additions which otherwise would have been
credited to his accounts in this Plan and such other plans, beginning with the
most current annual additions.
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5.6 HIGHLY COMPENSATED EMPLOYEE. For purposes of Sections 5.2,
5.3 and 5.4, "Highly Compensated Employee" means an Employee (a) who, during
the Plan Year for which the determination is being made or the preceding Plan
Year, was at any time a 5-percent owner (as defined in section 416(i)(1) of the
Code) of any Affiliated Employer; or (b) who, during the Plan Year preceding
the Plan Year for which the determination is being made, (i) received
Compensation in excess of $75,000 (or such larger amount as may be determined
by the Commissioner of Internal Revenue) or (ii) received Compensation in
excess of $50,000 (or such larger amount as may be determined by the
Commissioner of Internal Revenue) and was in the group consisting of the top
20% of the Employees ranked on the basis of Compensation or (iii) was at any
time an officer of any Affiliated Employer and received Compensation greater
than 50% of the amount in effect under section 415(b)(1)(A) of the Code for
such Plan Year; or (c) who, during the Plan Year for which the determination is
being made, is within the group consisting of the 100 Employees paid the
greatest Compensation for such Plan Year and (i) received Compensation in
excess of $75,000 (or such larger amount as may be determined by the
Commissioner of Internal Revenue) or (ii) received Compensation in excess of
$50,000 (or such larger amount as may be determined by the Commissioner of
Internal Revenue) and was in the group consisting of the top 20% of the
Employees ranked on the basis of Compensation or (iii) was at any time an
officer of any Affiliated Employer and received Compensation greater than 50%
of the amount in effect under section 415(b)(1)(A) of the Code for such Plan
Year. The dollar threshold for a particular Plan Year is based on the dollar
threshold in effect for such Plan Year.
5.6.1 For purposes of this Section 5.6 only, with respect
to any Plan Year, (a) not more than 50 Employees (or, if less, the greater of 3
Employees or 10% of the Employees) shall be deemed to be officers and (b) if no
officer received Compensation greater than 50% of the amount in effect under
section 415(b)(1)(A) of the Code, the highest paid officer shall be deemed to
have received Compensation greater than 50% of the amount in effect under
section 415(b)(1)(A) during the Plan Year.
5.6.2 For purposes of this Section 5.6 only, with respect
to any Plan Year, if any individual is a member of the family of a 5-percent
owner (as defined in section 416(i)(1)(A) of the Code) of an Affiliated
Employer, or a member of the family of a Highly Compensated Employee in the
group consisting of the 10 Highly Compensated Employees paid the greatest
Compensation during the Plan Year, (a) such individual shall not be considered
a separate Employee; (b) any Compensation paid to such individual shall be
treated as if it were paid to the 5-percent owner or Highly Compensated
Employee; and (c) any contribution made to the Plan by or on behalf of such
individual shall be treated as if it were made to the Plan by or on behalf of
the 5-percent owner or Highly Compensated Employee. For purposes of this
Section 5.6.2, "member of the family" means, with respect to any Employee, such
Employee's spouse, lineal ascendants and descendants, and the spouses of such
lineal ascendants and descendants.
5.6.3 For purposes of determining the number of Employees
within the group consisting of the top 20% of the Employees, the following
Employees may, in the discretion of the Committee, be excluded: (a) Employees
who have not completed 6 months of service, (b)
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Employees who normally work less than 17-1/2 hours per week, (c) Employees who
normally work during not more than 6 months during any year, (d) Employees who
have not attained age 21, (e) Employees who are included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between Employee representatives and an Employer, and (f)
Employees who are nonresident aliens and who receive no earned income (within
the meaning of section 911(d)(2) of the Code) from an Employer which
constitutes income from sources within the United States (within the meaning of
section 861(a)(3) of the Code).
5.7 COMPENSATION. For purposes of this Section 5 "Compensation"
means an Employee's earned income, wages, salaries, and fees for professional
services and other amounts received for personal services actually rendered in
the course of employment with an Affiliated Employer (including, but not
limited to, commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and
bonuses), and excluding the following: (a) contributions by an Affiliated
Employer to a plan of deferred compensation which are not includable in the
Employee's gross income for the taxable year in which contributed, or
contributions by an Affiliated Employer under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation; (b) amounts realized from
the exercise of a non-qualified stock option, or when restricted stock (or
property) held by the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture; (c) amounts realized from
the sale, exchange or other disposition of stock acquired under a qualified
stock option; and (d) other amounts which received special tax benefits.
5.7.1 For purposes of Sections 5.1 and 5.5, an Employee's
Compensation for a Plan Year is the Compensation actually paid or includable in
gross income during such Plan Year.
5.7.2 For purposes of Sections 5.2, 5.3, 5.4 and 5.6, an
Employee's Compensation for a Plan Year is the Compensation actually paid or
includable in gross income during such Plan Year plus the Compensation which
would have been paid or includable in gross income during such Plan Year but
for sections 125, 402(a)(8) and 402(h)(1)(B) of the Code.
5.7.3 For purposes of Sections 5.1, 5.2, 5.3 and 5.4, an
Employee's annual Compensation shall not be deemed to exceed $200,000 or such
greater amount as may be permitted under section 401(a)(17) of the Code.
5.8 SECTION 402(G) LIMITATION. Notwithstanding any other
provision of the Plan, if a Participant has Excess Deferrals for any Plan Year,
and if the Participant so elects, the Excess Deferrals (and earnings thereon)
shall be distributed to the Participant from his Salary Deferral Account no
later than April 15 following the Plan Year for which the Excess Deferrals were
made. Any election under this Section 5.8 shall be in writing, shall be filed
with the Committee no later than March 1 following the Plan Year for which the
Excess Deferrals were made, shall specify the amount of the Excess Deferrals
for the Plan Year and shall include the Participant's
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statement that if such Excess Deferrals are not distributed, the sum of the
Excess Deferrals plus amounts deferred by the Participant for the Plan Year
under sections 401(k), 408(k) and 403(b) of the Code will exceed the limits
imposed by section 402(g) of the Code. For purposes of the Plan, "Excess
Deferrals" means that portion of the amount allocated to the Participant's
Salary Deferral Account for the Plan Year which, when added to other amounts
deferred by the Participant for the Plan Year under sections 401(k), 408(k) and
403(b) of the Code, exceeds the limits imposed by section 402(g) of the Code.
SECTION 6
---------
ACCOUNTS
--------
6.1 ROLLOVER ACCOUNTS. A separate bookkeeping Rollover Account
shall be established and maintained for each Participant who makes rollover
contributions to the Plan under Section 4.1 which shall reflect such
contributions and the investment thereof. Each Participant's rollover
contributions to the Plan shall be allocated to his Rollover Account as of the
date received by the Trustee. Each Participant's Rollover Account shall at all
times be fully vested and nonforfeitable. Amounts credited to a Participant's
Rollover Account shall be invested in such types of investments as may be
permitted by the Committee.
6.2 SALARY DEFERRAL ACCOUNTS. A separate bookkeeping Salary
Deferral Account shall be established and maintained for each Participant who
has authorized salary deferral contributions which shall reflect the salary
deferral contributions properly allocable to the Participant under Section 4.2
and the investment thereof. The salary deferral contributions to the Plan on
behalf of a Participant shall be allocated to the Participant's Salary Deferral
Account as of the date received by the Trustee. Each Participant's Salary
Deferral Account shall at all times be fully vested and nonforfeitable.
Amounts credited to a Participant's Salary Deferral Account shall be invested
in such types of investments as may be permitted by the Committee.
6.3 COMPANY CONTRIBUTION ACCOUNTS. A separate bookkeeping Company
Contribution Account shall be established and maintained for each Participant
which shall reflect the Company contributions properly allocable to the
Participant under Section 4.3 and the investment thereof. The contributions
made to the Plan on behalf of a Participant under Section 4.3 shall be
allocated to the Participant's Company Contribution Account as of the date
received by the Trustee. Each Participant's Company Contribution Account shall
at all times be fully vested and nonforfeitable. Amounts credited to a
Participant's Company Contribution Account shall be invested exclusively in
common shares of the Company.
6.4 VALUATIONS AND ADJUSTMENTS. The Trustee shall value the Trust
assets at their fair market value as of each Valuation Date. Based upon the
results of such valuation, the Trustee shall adjust each outstanding Plan
Account to reflect the increase or decrease thereof, and any applicable
contributions, withdrawals, distributions or forfeitures, since the preceding
Valuation Date.
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6.5 VOTING COMPANY SHARES. Before each annual or special meeting
of the shareholders of the Company, the Company shall cause to be sent to each
Participant a copy of the proxy solicitation material therefore, together with
a form requesting confidential instructions to the Trustee on how to vote the
number of the Company's common shares credited to such Participant's Company
Contribution Account. Upon receipt of such instructions, the Trustee shall
vote the shares as instructed. Instructions received from individual
Participants by the Trustee shall be held in the strictest confidence and shall
not be divulged or released to any person, including officers or employees of
the Company. The Trustee shall vote the Company common shares for which voting
instructions shall not have been received in the same proportions that it votes
the shares for which voting instructions have been received.
SECTION 7
---------
DISTRIBUTIONS
-------------
7.1 GENERAL. Except as otherwise provided in this Section 7 and
Section 8, no amount shall be distributed or withdrawn with respect to a
Participant's Plan Accounts while he remains an Employee.
7.2 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee for any reason other than his death, the Participant's Plan Accounts
shall be distributed to him in one lump sum as soon as practicable following
the date on which he ceases to be an Employee (not later than 60 days after the
later of (a) the close of the Plan Year in which he attains age 65 and (b) the
close of the Plan Year in which he ceases to be an Employee). Notwithstanding
the foregoing, the Plan Accounts of a Participant who remains an Employee shall
be distributed as of the last Valuation Date of the calendar year in which he
attains age 70-1/2, and any assets allocated to his Plan Accounts during any
subsequent calendar year shall be distributed as of the last Valuation Date of
such subsequent calendar year.
7.3 DEATH. If a Participant ceases to be an Employee by reason of
his death, or if a Participant dies after ceasing to be an Employee but before
his Plan Accounts have been distributed, the Participant's Plan Accounts shall
be distributed to his Beneficiary in one lump sum as soon as practicable
following the date on which the Participant's death occurred (not later than 5
years after the date of the Participant's death).
7.4 DEFERRED DISTRIBUTIONS. Notwithstanding any other provision
hereof to the contrary, if the value of a Participant's Plan Accounts is in
excess of $3,500, distribution shall not be made to the Participant prior to
the date on which the Participant attains age 65 without the written consent of
the Participant.
7.5 REEMPLOYMENT. If a Participant who ceased to be an Employee
is reemployed as an Employee prior to the date as of which his Plan Accounts
are to be distributed, his Plan Accounts shall not be distributed by reason of
such cessation of employment.
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SECTION 8
---------
WITHDRAWALS; LOANS
------------------
8.1 WITHDRAWALS FROM SALARY DEFERRAL ACCOUNTS. Subject to such
uniform and nondiscriminatory rules as the Committee may prescribe, a
Participant may elect to withdraw in cash from his Salary Deferral Account any
amount he designates (not less than $500); provided, however, that if the
Participant has not attained age 59-1/2 (a) he may not elect to withdraw any
amounts attributable to salary deferral contributions unless he demonstrates to
the satisfaction of the Committee that such withdrawal is necessary to
alleviate a Hardship, (b) he may not elect to withdraw from his Salary Deferral
Account more than the amount needed to alleviate the Hardship, and (c) he may
not elect to withdraw from his Salary Deferral Account an amount in excess of
the salary deferral contributions credited to such Account through the
Valuation Date as of which the withdrawal is being made. For purposes hereof,
"Hardship" means an immediate and heavy financial need of the Participant or
his dependents because of sickness, disability, or other financial emergency,
but only to the extent consistent with section 401(k) of the Code and any
regulations issued by the Secretary of the Treasury thereunder. The
determination of whether a Participant has incurred a "Hardship" shall be made
on the basis of all relevant facts and circumstances. A financial need shall
not fail to qualify merely because it was reasonably foreseeable or voluntarily
incurred. A withdrawal for any of the following needs shall be deemed to be
made on account of Hardship: (a) medical expenses described in section 213(d)
of the Code incurred by the Participant, the Participant's spouse or any
dependent of the Participant (as defined in section 152 of the Code), (b)
purchase (excluding mortgage payments) of a principal residence of the
Participant, (c) payment of tuition for the next semester or quarter of
post-secondary education for the Participant, his or her spouse, children or
dependents, (d) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence or foreclosure on the mortgage of the Participant's
principal residence, and (e) such other circumstance that, in the judgment of
the Committee, constitute financial hardship as defined in the Code or
regulations issued thereunder. In the event of a withdrawal of amounts
attributable to salary deferral contributions under this Section 8.1, the
Participant's elective contributions and employee contributions (within the
meaning of Treas. Reg. Section 1.401(k)-1(d)(2)(iii)) to this Plan and all
other plans maintained by any Affiliated Employer shall be suspended for 12
months after the withdrawal and the Participant's elective contributions
(within the meaning of Treas. Reg. Section 1.401(k)-1(d) (2)(iii)) to this Plan
and all other plans maintained by any Affiliated Employer for the calendar year
immediately following the calendar year in which the withdrawal occurs may not
exceed the applicable limit under section 402(g) of the Code for the calendar
year immediately following the calendar year in which the withdrawal occurs
less the amount of such elective contributions for the calendar year in which
the withdrawal occurs.
8.2 LOANS FROM PLAN ACCOUNTS. With the consent of the Committee,
and subject to such uniform and nondiscriminatory rules as the Committee may
prescribe (which rules are incorporated herein by reference), a Participant may
elect to borrow up to the entire vested
15
<PAGE> 16
balance in his Rollover Account and Salary Deferral Account; provided, however,
that the minimum amount of any loan shall be $500; and, provided further, that
the total amount borrowed may not exceed 50% of the value of the vested portion
of the Participant's Plan Accounts; provided, further, that the total amount
which may be borrowed at any time from the Participant's Plan Accounts may not
exceed $50,000 less the highest outstanding loan balance on any day during the
12-month period ending on the date the loan is made. Any such loan shall be
deemed to be an investment of the Plan Account from which the loan was made and
all principal and interest payments thereon shall be credited to such Plan
Account. To the extent of any such loan, the Participant's Plan Accounts shall
not share in the other income, profits and losses of the Trust. Each loan
shall bear a reasonable rate of interest and shall be secured by the loaned
balance of the Plan Account from which the loan was made. The period of
repayment for any loan shall be arrived by mutual agreement between the
Committee and the Participant, provided that (a) in no event shall such period
extend beyond 5 years unless the loan is used to acquire a dwelling unit which
within a reasonable time is to be used as the principal residence of the
Participant and (b) payments of principal and interest shall be made according
to a definite payment schedule that calls for at least quarterly payments of
principal and interest. In the event that the Participant fails to make any
payments required under the terms of any such loan the Trustee shall take such
steps as any prudent lender would take to collect or enforce amounts owed on
the loan.
SECTION 9
---------
TOP-HEAVY PROVISIONS
--------------------
9.1 GENERAL. If the Plan is or becomes Top Heavy in any Plan
Year, the provisions of this Section 9 will supersede any conflicting
provisions in the Plan.
9.2 DEFINITIONS. For purposes of this Section 9, the following
terms shall have the meanings hereinafter set forth unless the context
otherwise requires:
9.2.1 "Key Employee" means any Employee or former Employee
(and the beneficiaries of any such Employee) who at any time during the
Determination Period was an officer of an Affiliated Employer if such
individual's annual compensation exceeds 50% of the dollar limitation under
section 415(b)(1)(A) of the Code, an owner (or considered an owner under
section 318 of the Code) of one of the ten largest interests in an Affiliated
Employer if such individual's compensation exceeds 100% of the dollar
limitation contained in section 415(c)(1)(A) of the Code, a 5-percent owner of
an Affiliated Employer or a 1-percent owner of an Affiliated Employer who has
an annual compensation of more than $150,000. The "Determination Period" is
the Plan Year containing the Determination Date and the four preceding Plan
Years. The determination of who is a Key Employee will be made in accordance
with section 416(i)(1) of the Code and the regulations thereunder. For
purposes of this Section 9.2.1, compensation from all Affiliated Employers
shall be aggregated.
16
<PAGE> 17
9.2.2 For any Plan Year, this Plan is "Top Heavy" if any of
the following conditions exists:
(a) If the Top-Heavy Ratio for this Plan exceeds
60% and this Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans,
(b) If this Plan is a part of a Required
Aggregation Group of plans (but not part of a Permissive Aggregation Group) and
the Top-Heavy Ratio for the Required Aggregation Group of plans exceeds 60%, or
(c) If this Plan is a part of a Required
Aggregation Group and a Permissive Aggregation Group and the Top-Heavy Ratio
for the Permissive Aggregation Group exceeds 60%.
9.2.3 If an Affiliated Employer maintains one or more
defined contribution plans (including any Simplified Employee Pension Plan) and
no Affiliated Employer has maintained any defined benefit plan which during the
5-year period ending on the Determination Date(s) has or has had accrued
benefits, the Top-Heavy Ratio for this Plan alone or for the Required or
Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date(s) (including any part of any account balances distributed
in the 5-year period ending on the Determination Date(s)), and the denominator
of which is the sum of all account balances (including any part of any account
balance distributed in the 5-year period ending on the Determination Date(s)),
determined in accordance with section 416 of the Code and the regulations
thereunder. Both the numerator and the denominator of the Top-Heavy Ratio are
adjusted to reflect any contributions not actually made as of the Determination
Date, but which are required to be taken into account on that date under
section 416 of the Code and the regulations thereunder.
9.2.4 If an Affiliated Employer maintains one or more
defined contribution plans (including any Simplified Employee Pension Plan) and
an Affiliated Employer maintains or has maintained one or more defined benefit
plans which during the 5-year period ending on the Determination Date(s) has or
has had any accrued benefits, the Top-Heavy Ratio for any Required or
Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of account balances under the aggregate defined contribution
plan or plans for all Key Employees, determined in accordance with Section
9.2.3, and the present value of accrued benefits under the aggregated defined
benefit plan or plans for all Key Employees as of the Determination Date(s),
and the denominator of which is the sum of the account balances under the
aggregated defined contribution plan or plans for all participants, determined
in accordance with Section 9.2.3, and the present value of accrued benefits
under the aggregated defined benefit plan or plans for all participants as of
the Determination Date(s), all determined in accordance with section 416 of the
Code and the regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and denominator of the Top-Heavy Ratio are
adjusted for any distribution of an accrued benefit made in the 5-year period
ending on the Determination Date.
17
<PAGE> 18
9.2.5 For purposes of Sections 9.2.3 and 9.2.4, the value
of account balances and the present value of accrued benefits will be
determined as of the most recent Valuation Date that falls within or ends with
the 12-month period ending on the Determination Date, except as provided in
section 416 of the Code and the regulations thereunder for the first and second
Plan Years of a defined benefit plan. The account balances and accrued
benefits of a Participant (1) who is not a Key Employee but who was a Key
Employee in a prior year, or (2) who has not performed any services for an
Affiliated Employer at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions, rollovers, and transfers are
taken into account will be made in accordance with section 416 of the Code and
the regulations thereunder. Deductible employee contributions will not be
taken into account for purposes of computing the Top-Heavy Ratio. When
aggregating plans, the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the same
calendar year. Distributions made from a terminated plan during the 5-year
period ending on the Determination Date shall be taken into account for
purposes of Sections 9.2.3 and 9.2.4 if the terminated plan would have been
required to be included in an Aggregation Group if it had not been terminated.
9.2.6 "Permissive Aggregation Group" means the Required
Aggregation Group of plans plus any other plan or plans of any Affiliated
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of sections 401(a)(4) and 410 of the
Code.
9.2.7 "Required Aggregation Group" means (a) each qualified
plan of an Affiliated Employer in which at least one Key Employee participates,
and (b) any other qualified plan of an Affiliated Employer which enables a plan
described in (a) to meet the requirements of sections 401(a)(4) or 410 of the
Code.
9.2.8 "Determination Date" means (a) for any Plan Year
subsequent to the first Plan Year, the last day of the preceding Plan Year and
(b) for the first Plan Year of the Plan, the last day of that year.
9.2.9 "Valuation Date" means the last business day of each
Plan Year.
9.2.10 For purposes of computing the Top-Heavy Ratio, the
"Valuation Date" shall be the same date used for computing plan costs for
minimum funding.
9.3 MINIMUM CONTRIBUTIONS. Notwithstanding any other provision in
this Plan except 9.3.2 below, for any Plan Year in which this Plan is
Top-Heavy, the Company contributions (other than 401(k) contributions) and
forfeitures allocated on behalf of any Participant who is not a Key Employee
but who is an Employee on the last day of such Plan Year shall not be less than
the lesser of three percent of such Participant's compensation or in the case
where the Company has no defined benefit plan which designates this Plan to
satisfy section 401 of the Code, the largest percentage of the Company
contributions (including 401(k) contributions) and forfeitures, as a percentage
of the first $200,000 (or such greater amount as may be permitted
18
<PAGE> 19
under section 401(a)(17) of the Code) of the Key Employee's compensation,
allocated on behalf of any Key Employee for that Year. The minimum allocation
is determined without regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would
have received a lesser allocation of the year because of (i) the Participant's
failure to complete 1,000 hours of service (or any equivalent provided in the
Plan), or (ii) the Participant's failure to make mandatory employee
contributions to the Plan, or (iii) compensation less than a stated amount.
9.3.1 For purposes of computing the minimum allocation,
"compensation" means Compensation within the meaning of that term as used in
Section 5.5.
9.3.2 For purposes of computing the minimum allocation,
Company contributions and forfeitures allocated under any other defined
contribution plan of the Company, in which any Key Employee participates or
which enables another defined contribution plan to meet the requirements of
section 401(a)(4) or 410 of the Code, shall be considered contributions and
forfeitures allocated under this Plan. In the case of any non-Key Employee
Participant who is also a participant in any defined benefit plan of the
Company which designates this Plan to satisfy section 401 of the Code, the
foregoing provisions of this Section 9.3 shall be applied, but with 5%
substituted for 3%.
9.3.3 The minimum allocation required (to the extent
required to be nonforfeitable under section 416(b)) may not be suspended or
forfeited under sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.
9.4 MINIMUM VESTING. For any Plan Year in which this Plan is
Top-Heavy, the nonforfeitable interest of each Employee in his Company-derived
accrued benefits shall be determined on the basis of the following: 100%
vesting after 3 years of service. The minimum vesting schedule applies to all
benefits within the meaning of section 411(a)(7) of the Code except those
attributable to Participant contributions, including benefits accrued before
the Plan became Top-Heavy. Further, no reduction in vested benefits may occur
in the event the Plan's status as Top-Heavy changes for any Plan Year.
However, this Section does not apply to the account balances of any Participant
who does not have an Hour of Service after the Plan has initially become
Top-Heavy and such Participant's account balances attributable to contributions
of the Company will be determined without regard to this Section. If the
vesting schedule under the Plan shifts in or out of the above schedule for any
Plan Year because of the Plan's Top-Heavy status, such shift is an amendment to
the vesting schedule and the election in section 411(a)(10) of the Code
applies.
SECTION 10
----------
ADMINISTRATION OF THE PLAN
--------------------------
19
<PAGE> 20
10.1 APPOINTMENT OF COMMITTEE. The general administration of the
Plan and the responsibility for carrying out its provisions shall be placed in
a Committee of such number of members as may be fixed by the Company who shall
be appointed from time to time by and serve at the pleasure of the Company.
Any person who is appointed as a member of the Committee shall signify his
acceptance by filing a written acceptance with the Company. A member of the
Committee may resign by delivering his written resignation to the Company and
such resignation shall become effective upon the date specified therein or the
date of receipt, whichever is later.
10.2 SERVICE OF PROCESS. Unless another person has been appointed
by the Company to serve as agent for receipt of legal process with respect to
the Plan, the Committee shall be the agent for receipt of legal process with
respect to the Plan.
10.3 COMPENSATION OF COMMITTEE. The members of the Committee shall
not receive compensation for their services as such, and except as required by
law, no bond or other security need be required of them in such capacity in any
jurisdiction.
10.4 RULES OF PLAN. Subject to the limitations of the Plan, the
Committee may, from time to time, establish rules for the administration of the
Plan and the transaction of its business. The Committee may correct errors,
however arising, and, as far as possible, adjust any benefit payments
accordingly. The determination of the Committee as to the interpretation of
the provisions of the Plan or any disputed question shall be conclusive upon
all interested parties.
10.5 NAMED FIDUCIARY. The Committee shall be a named fiduciary of
the Plan with respect to all matters entrusted to it under the terms of the
Plan and the Trust. The Committee shall determine the financial needs of the
Plan, from time to time, in light of the objectives of the Plan and the
requirements of the Employee Retirement Income Security Act of 1974 and shall
communicate such information to the Company and the Trustee.
10.6 AGENTS AND EMPLOYEES. The Committee may authorize one or more
agents to execute or deliver any instrument. The Committee may appoint or
employ such agents, counsel (including counsel of any Affiliated Employer or
the Trustee), auditors (including auditors of any Affiliated Employer or the
Trustee), physicians, clerical help and actuaries as in his judgment may seem
reasonable or necessary for the proper administration of the Plan, and the
Committee may certify to the Trustee the expenses chargeable to the Trust for
such services.
10.7 RECORDS. The Committee shall maintain accounts showing the
fiscal transactions of the Plan and shall keep, in convenient form, such data
as may be necessary for valuation of the assets and liabilities of the Plan.
The Committee shall prepare and submit annually to the Company a report setting
forth the amount of contributions required to be made to the Plan and in
conformity with applicable law, showing in reasonable detail the assets and
liabilities of the Plan, and giving a brief account of the operation of the
Plan for each Plan Year.
20
<PAGE> 21
10.8 DELEGATION OF AUTHORITY. With the consent of the Company the
Committee may, by resolution, delegate to any person or persons any or all of
its rights and duties hereunder. Any such delegation shall be valid and
binding on all persons, and the person or persons to whom authority has been
delegated shall, upon written acceptance of such authority, have full power to
act in all matters so delegated until the authority expires by its terms or is
revoked by the Committee.
10.9 BENEFIT CLAIMS. In the event that the Committee denies, in
whole or in part, any claim for benefits under the Plan, the Committee shall
promptly notify the claimant in writing of such denial, setting forth the
specific reasons for such denial, and afford the claimant a reasonable
opportunity for a full and fair review of his claim. The Committee shall
establish rules and procedures for reviewing claims which are consistent with
this Section and with any regulations issued by the Secretary of Labor under
section 503 of the Employee Retirement Income Security Act of 1974, as such
section now exists or is hereafter amended or renumbered.
10.10 ELIGIBILITY. The members of the Committee shall not be
precluded from becoming Participants in the Plan if they are otherwise
eligible.
10.11 NON-DISCRIMINATION. All determinations required of the
Company or the Committee hereunder shall be made in accordance with the
provisions hereof and in accordance with other standards and policies adopted
by the Company or the Committee, which standards and policies shall be
consistently observed and applied in a nondiscriminatory manner to all
Employees similarly situated.
10.12 INDEMNIFICATION. The Company shall indemnify each member of
the Committee for all expenses and liabilities (including reasonable attorney's
fees) arising out of the administration of the Plan, other than any expenses or
liabilities resulting from the Committee's own gross negligence or willful
misconduct. The foregoing right of indemnification shall be in addition to any
other rights to which the members of the Committee may be entitled as a matter
of law.
10.13 EXPENSES. Unless the Company otherwise directs, all expenses
of the Plan and Trust shall be charged appropriately against the outstanding
Plan Accounts as the Committee shall determine.
SECTION 11
----------
MANAGEMENT OF ASSETS
--------------------
All assets of the Plan shall be held in the Trust for the exclusive
benefit of the Participants and their Beneficiaries. Except as to the costs
and expenses of the Plan and Trust not otherwise provided for and except as
otherwise provided herein, in no event shall it be possible for any of the
assets of the Plan to be used for, or diverted to purposes other than for
21
<PAGE> 22
the exclusive benefit of the Participants and their Beneficiaries. No person
shall have any interest in or right to any part of the assets of the Plan,
except as and to the extent provided in the Plan and the Trust.
SECTION 12
----------
AMENDMENT AND TERMINATION
-------------------------
12.1 AMENDMENT. The Company reserves the right to amend the Plan
either retroactively or prospectively, conditionally or absolutely; provided
that the Company shall have no right to amend the Plan in such manner as would
cause or permit any part of the assets of the Trust to be used for or diverted
to purposes other than for the exclusive benefit of the Participants and their
Beneficiaries; provided, further, that no amendment may be adopted changing any
vesting schedule unless the nonforfeitable percentage of each Participant's
Plan Accounts (determined as of the later of the date such amendment is adopted
or the date such amendment becomes effective) is equal to or greater than such
nonforfeitable percentage computed without regard to such amendment. If an
amendment is adopted which changes any vesting schedule under the Plan, each
Participant who has been credited with three years of service may elect to have
his nonforfeitable percentage computed under the Plan without regard to such
amendment. The period during which such election may be made shall begin on
the date the amendment is adopted and shall end on the latest of: (a) the 60th
day after the day the amendment is adopted; (b) the 60th day after the day the
amendment becomes effective; or (c) the 60th day after the day the Participant
is issued written notice of the amendment. No amendment shall reduce a Plan
Account balance or eliminate an optional form of distribution.
12.2 TERMINATION. The Company reserves the right to terminate the
Plan, in whole or in part, either retroactively or prospectively, conditionally
or absolutely. In the event of the termination of the Plan or the permanent
discontinuance of Company contributions to the Plan, the Plan Accounts of all
Participants shall be fully vested and nonforfeitable. In the event of the
partial termination of the Plan, the Plan Accounts of all affected Participants
shall be fully vested and nonforfeitable. If the Plan is terminated, each
Participant's Plan Accounts shall be distributed to him or his Beneficiary, as
the case may be, as soon as practicable thereafter.
SECTION 13
----------
MERGERS AND CONSOLIDATIONS
--------------------------
Notwithstanding any other provision hereof to the contrary, in no
event shall the Plan be merged or consolidated with any other plan, nor shall
any of the assets or liabilities of the Plan be transferred to any other plan,
unless each Participant and Beneficiary would (if the transferee or surviving
plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he
would have been entitled to receive
22
<PAGE> 23
immediately before the merger, consolidation or transfer (if the Plan had then
terminated).
SECTION 14
----------
NON-ALIENATION OF BENEFITS
--------------------------
No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, nor shall any such benefit be in any manner liable for or subject to
the debts, contracts, liabilities, engagements or torts of the person entitled
to such benefit.
SECTION 15
----------
MISCELLANEOUS
-------------
15.1 DELEGATION. Any matter or thing to be done by the Company
shall be done by its Board of Directors or the Executive Committee thereof,
except that, from time to time, a Board or Executive Committee by resolution
may delegate to any person or committee certain of its rights and duties
hereunder. Any such delegation shall be valid and binding on all persons and
the person or committee to whom or which authority is delegated shall have full
power to act in all matters so delegated until the authority expires by its
terms or is revoked by the Board or the Executive Committee, as the case may
be.
15.2 PLAN ADMINISTRATOR AND SPONSOR. The Committee and the Company
shall be the "Plan Administrator" and "Sponsor", respectively, of the Plan
within the meaning of those terms as used in the Employee Retirement Income
Security Act of 1974.
15.3 APPLICABLE LAW. The Plan shall be governed by the laws of the
State of Ohio and applicable federal law.
15.4 SEPARABILITY OF PROVISIONS. If any provision of the Plan is
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and the Plan shall be construed and enforced
as if such provision had not been included.
15.5 HEADINGS. Headings used throughout the Plan are for
convenience only and shall not be given legal significance.
15.6 COUNTERPARTS. The Plan may be executed in any number of
counterparts, each of which shall be deemed an original. All counterparts
shall constitute one and the same instrument, which shall be sufficiently
evidenced by any one thereof.
23
<PAGE> 24
IN WITNESS WHEREOF, The United States Shoe Corporation has caused its
name to be subscribed on the 4 day of APRIL, 1990, but effective for
all purposes as of December 31, 1989.
THE UNITED STATES SHOE CORPORATION
By: /s/ K. Brent Somers
----------------------------------
24
<PAGE> 25
AMENDMENT TO
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
Section 7.4 of The United States Shoe Corporation Salaried Employees
Tax Incentive Savings Plan is amended effective June 1, 1990 to read as
follows:
7.4 DEFERRED DISTRIBUTIONS. Notwithstanding any
other provision hereof to the contrary:
7.4.1 If the value of a Participant's Plan Accounts
is in excess of $3,500, distribution shall not be made to the
Participant prior to the date on which the Participant attains age 65
without the written consent of the Participant.
7.4.2 If a Participant in this Plan is also a
participant in Hahn Shoe Profit Sharing Plan, T.H. Mandy Profit
Sharing Plan or U.S. Specialty Retailing Divisions Profit Sharing Plan
(the "Related Plans") and if the value of the Participant's Plan
Accounts is not in excess of $3,500, he may elect to defer
distribution of his Plan Accounts until the earlier of (a) the second
anniversary of the date on which he ceased to be an Employee and (b)
the date on which all of his Related Plan accounts have been
distributed.
IN WITNESS WHEREOF, The United States Shoe Corporation has hereunto
caused its name to be subscribed this 24TH day of MAY, 1990.
THE UNITED STATES SHOE CORPORATION
By: /s/ K. Brent Somers
---------------------------------
Vice President
<PAGE> 26
AMENDMENT TO THE UNITED STATES SHOE CORPORATION
TAX INCENTIVE SAVINGS PLAN
The Amendment to the United States Shoe Corporation Tax Incentive
Savings Plan, Section 10.13, is amended effective September 1, 1991, by the
addition of the following sentence:
10.13 All administrative expenses of the plan and trust
that are charged against the outstanding plan accounts shall
be paid by the Corporation.
IN WITNESS WHEREOF, The United States Shoe Corporation is hereunto
caused its name to be subscribed this 31st day of August, 1991.
THE UNITED STATES SHOE CORPORATION
By: /s/ K. Brent Somers
------------------------------------
Its: Vice President
------------------------------------
<PAGE> 27
AMENDMENT TO
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
Amendment to The United States Shoe Corporation Tax Incentive Savings
Plan, effective January 1, 1992, in the following respects:
1. Section 4 is amended by the addition of new Section 4.6
reading as follows:
4.6 TRANSFERS FROM RELATED PLANS. Subject to
such rules as the Committee may prescribe, if a participant in
a Related Plan becomes a Participant in this Plan, he may
elect to have his Related Plan accounts transferred to this
Plan. For purposes of this Section 4.6, "Related Plan" means
Women's Specialty Retailing Tax Incentive Savings Plan and
LensCrafters Tax Incentive Retirement Savings Plan.
4.6.1 In the case of a transfer from
Women's Specialty Retaining Tax Incentive Savings Plan,
amounts transferred with respect to the Participant's rollover
account and salary deferral account in such Related Plan shall
be credited to the corresponding Plan Account in this Plan.
4.6.2 In the case of a transfer from
LensCrafters Tax Incentive Retirement Savings Plan, amounts
transferred with respect to the Participant's rollover
account, salary deferral account and company contribution
account in such Related Plan shall be credited to the
corresponding Plan Account in this Plan.
4.6.3 To the extent that a Participant has
an outstanding loan under a Related Plan which is being
transferred to this Plan in conjunction with the transfer of
his Related Plan accounts, such loan shall be deemed to be a
loan made in accordance with the provisions of Section 8.2 of
this Plan.
2. Section 8 is amended by the addition of new Section 8.3
reading as follows:
8.3 TRANSFERS TO RELATED PLANS. Subject to such
rules as the Committee may prescribe, if a Participant in this
Plan becomes a participant in a Related Plan, he may elect to
have his Plan Accounts transferred to such Related Plan. For
purposes of this Section 8.3, "Related Plan" means Women's
Specialty Retailing Tax Incentive Savings Plan and
LensCrafters Tax Incentive Retirement Savings Plan.
<PAGE> 28
- Page 2 -
IN WITNESS WHEREOF, The United States Shoe Corporation has hereunto
caused its name to be subscribed this 7TH day of FEBRUARY, 1992.
THE UNITED STATES SHOE CORPORATION
/s/ K. Brent Somers
---------------------------------
K. Brent Somers, Vice President
<PAGE> 29
AMENDMENT TO
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
The United States Shoe Corporation Salaried Employees Tax Incentive
Savings Plan (the "Plan") is amended effective January 1, 1995 as follows:
1. The name of the Plan is changed from "The United States Shoe
Corporation Salaried Employees Tax Incentive Savings Plan" to "The United
States Shoe Corporation Tax Incentive Savings Plan."
2. Section 2.1.7 of the Plan is amended in its entirety to read
as follows:
2.1.7 "Covered Employee" means any Employee of the
Company who is not a production, maintenance, or warehouse employee,
subject to the following:
(a) The term "Covered Employee" shall
not include any Employee who is not employed within one of the States
of the United States unless (i) such Employee is classified on the
personnel records of the Company as a foreign service employee or (ii)
such Employee is a non-resident alien employed in Spain who is
compensated in United Stated dollars.
(b) The term "Covered Employee" shall
not include any person who is a non-exempt office clerical employee of
the Women's Shoe Division of the Company.
(c) The term "Covered Employee" shall
not include any person who is a "leased employee" (as defined in
section 414(n) of the Code) with respect to the Company.
(d) The term "Covered Employee" shall
include any Employee of Eye Exam 2000 of California, Inc.
(e) The term "Covered Employee" shall
include an Employee of LensCrafters International, Inc. who is
employed within the United States or Puerto Rico but shall not include
any Employee of Lenscrafters International, Inc. who is employed
within Canada or any other location (other than Puerto Rico) outside
one of the States of the United States.
1
<PAGE> 30
3. Section 3 of the Plan is amended by the addition of a new
Section 3.5 reading as follows:
3.5 MERGER OF LENSCRAFTERS AND WOMEN'S SPECIALTY
RETAILING PLAN PARTICIPANTS. Upon the merger of LensCrafters Tax
Incentive Retirement Savings Plan and Women's Specialty Retailing Tax
Incentive Savings Plan into this Plan (a) each person who was a
Participant in LensCrafters Tax Incentive Retirement Savings Plan or
Women's Specialty Retailing Tax Incentive Savings Plan immediately
prior to the merger shall automatically become a Participant in this
Plan; (b) the balance in each Participant's plan accounts under
LensCrafters Tax Incentive Retirement Savings Plan or Women's
Specialty Retailing Tax Incentive Savings Plan shall be credited to
the corresponding plan accounts under this Plan; and (c) each
beneficiary designation in effect under LensCrafters Tax Incentive
Retirement Savings Plan or Women's Specialty Retailing Tax Incentive
Savings Plan shall continue in effect under this Plan until changed in
accordance with the provisions of Section 2.1.3.
4. Section 3 of the Plan is amended by the addition of a new
Section 3.6 reading as follows:
3.6 BREAK IN SERVICE. For purposes of the Plan, the term
"Break in Service" means a period of one or more consecutive Plan
Years during each of which an Employee fails to complete more than 500
Hours of Service. For purposes of determining whether an Employee has
incurred a Break in Service, if the Employee is absent from work for
the Company (a) by reason of the pregnancy of the Employee, (b) by
reason of the birth of a child of the Employee, (c) by reason of the
placement of a child with the Employee in connection with the adoption
of such child by the Employee, or (d) for purposes of caring for such
a child for a period beginning immediately following such a birth or
placement, and the Employee is not paid or entitled to be paid for
such absence, the Employee will be credited with one Hour of Service
for each hour which the Employee would normally have been scheduled
for work but for such absence, or, if the Employee does not have a
regular work schedule, with eight Hours of Service for each day of
such absence. Notwithstanding the preceding sentence:
3.6.1 No more than 501 Hours of Service will be
credited under this Section 3.6 to an Employee on account of any
single continuous period of such an absence;
3.6.2 Any Hours of Service which are to be credited
to an Employee under this Section 3.6 by reason of a single continuous
period of absence will be credited for the Plan Year in which such
absence begins if the Employee would be prevented from incurring a
five year Break in Service with respect to such Plan Year solely
because of such crediting. Otherwise, such Hours of Service will be
credited for the Plan Year next following the Plan Year in which such
absence begins; and
<PAGE> 31
3.6.3 No Hours of Service will be credited to an
Employee unless the Employee furnishes to the Committee such timely
information as the Committee may reasonably require to establish that
the applicable absence from work is for reasons referred to in the
first sentence of this Section 3.6 and the number of days for which
there was such an absence. The same Hours of Service shall not be
credited both under Section 3.3 above and under this Section 3.6.
5. Section 4.3 of the Plan is amended in its entirety to read as
follows:
4.3 COMPANY CONTRIBUTIONS.
4.3.1 For the calendar quarter ending March 31,
1995 and for each subsequent calendar quarter, the Company shall
contribute to the Plan, for each Participant (a) who has authorized
salary deferral contributions during such quarter and (b) who is an
Employee on the last day of such quarter or who ceased to be an
Employee during such quarter by reason of his retirement (or after
attaining age 65 or, in the case of a Participant who has completed at
least ten years of service with Company, on or after attaining age 55)
or death, an amount equal to 100% of the Participant's Base Salary
Deferral Contributions for the calendar quarter, subject to the
limitations set forth in Section 5. For purposes of the Plan, the
Company's contributions to the Plan for any calendar quarter under
this Section 4.3.1 shall be deemed to have been made as of the last
day of such quarter regardless of the date on which such contributions
are actually paid to the Plan. For purposes of this Section 4.3.1,
"Base Salary Deferral Contributions" means that portion of the salary
deferral contributions made to the Plan on behalf of a Participant for
a calendar quarter under Section 4.2 not in excess of 3% of the
Participant's Gross Compensation for such quarter. Notwithstanding
the forgoing, if by reason of the limitations contained in Sections
5.2 and 5.8, any Base Salary Deferral Contributions are distributed to
a Participant, any related Company contributions under this Section
4.3.1 (and earning thereon) shall thereupon be forfeited and applied
as soon as possible thereafter to reduce subsequent Company
contributions.
4.3.2 In addition to the Company contributions
described in Section 4.3.1 above, for each Plan Year beginning after
1994, the Company may make a discretionary contribution to the Plan on
behalf of one or more Operating Groups of such amount as may be
determined by the Company in its sole discretion. The Company's
contributions under this Section 4.3.2 for any calendar year on behalf
of any Operating Group shall be allocated among such Operating Group's
Eligible Participants in the proportion that each such Eligible
Participant's Base Salary Deferral Contributions for each payroll
period during the calendar year bear to all such Eligible
Participant's Base Salary Deferral Contributions for each payroll
period during the calendar year, subject to the
3
<PAGE> 32
limitations set forth in Section 5. Notwithstanding the foregoing, in
no event may the contribution allocated to any Eligible Participant
under this Section 4.3.2 exceed 50% of the Eligible Participant's Base
Salary Deferral Contributions. For purposes of the Plan, the
Company's contributions to the Plan for any calendar year under this
Section 4.3.2 shall be deemed to have been made as of the last day of
such year regardless of the date on which such contributions are
actually paid to the Plan. Notwithstanding the forgoing, if by reason
of the limitations contained in Sections 5.2 and 5.8, any Base Salary
Deferral Contributions are distributed to a Participant, any related
Company contributions under this Section 4.3.2 (and earning thereon)
shall thereupon be forfeited and applied as soon as possible
thereafter to reduce subsequent Company contributions.
4.3.3 For purposes of Section 4.3.2, (a) "Base
Salary Deferral Contributions" means the total salary deferral
contributions made to the Plan on behalf of a Participant for a
calendar year under Section 4.2. (b) "Operating Group" means the
Footwear, Optical Retailing, Women's Specialty Retailing and Corporate
Center Operating Group, and (c) "Eligible Participant" means, with
respect to any Operating Group, each Participant (i) who is employed
by the Operating Group, (ii) who has authorized salary deferral
contributions during such year, and (iii) who is an Employee on the
last day of such Plan Year or who ceased to be an Employee prior to
such date by reason his retirement (on or after attaining age 65 or,
in the case of a Participant who has completed at least ten years of
service with the Company, on or after attaining age 55) or death.
6. Section 6.3 of the Plan is amended in its entirety to read as
follows:
6.3 A separate bookkeeping Company Contribution Account
shall be established and maintained for each Participant which shall
reflect the Company contributions properly allocable to the
Participants under Sections 4.3.1 and 4.3.2 and the investment
thereof. The contributions made to the Plan on behalf of a
Participant under Sections 4.3.1 and 4.3.2 shall be allocated to the
Participants' Company Contribution Account as of the date received by
the Trustee. Amounts credited to a Participant's Company Contribution
Account which are attributable to contributions made pursuant to
Section 4.3.1 of the Plan shall be invested in such types of
investments as may be permitted by the Committee. Amounts credited to
a Participant's Company Contribution Account which are attributable to
contributions made pursuant to Section 4.3.2 of the Plan or which are
attributable to Company contributions made with respect to any period
prior to 1995 shall be invested exclusively in common shares of the
Company. With respect to each Participant who first completes an Hour
of Service (as defined in Section 3.3) for the Company prior to
January 1, 1995, such Participant's Company Contribution Account shall
at all times be fully vested and nonforfeitable. With respect to each
Participant who first completes an Hour of Service (as defined in
Section 3.3) for the Company on or after January 1, 1995,
4
<PAGE> 33
at any relevant time, the vested and forfeitable percentages of such
Participant's Company Contribution Account shall be determined under
the following schedule:
Years of Vesting Service Vested Percentage
----------------------------------------------------------------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
For purposes of this Section 6.3, a Participant will be credited with
a year of Vesting Service for each calendar year during which he
completes at least 1,000 Hours of Service (as defined in Section 3.3)
for the Company.
7. Section 7 of the Plan is amended in its entirety to read as
follows:
SECTION 7
---------
DISTRIBUTIONS
-------------
7.1 GENERAL. Except as otherwise provided in this
Section 7 and Section 8, no amount shall be distributed, withdrawn or
forfeited with respect to a Participant's Plan Accounts while he
remains an Employee.
7.2 NORMAL RETIREMENT. If a Participant is employed as
an Employee on or after the date he attains age 65, his Plan Accounts
shall be fully vested and nonforfeitable. If a Participant ceases to
be an Employee on or after the date he attains age 65 for any reason
other than his death, the Participant's Plan Accounts shall be
distributed to him in one lump sum as of the Valuation Date coinciding
with or next following the date on which he ceases to be an Employee.
Notwithstanding the foregoing, the Plan Accounts of a Participant who
remains in employment shall be distributed as of the last Valuation
Date of the Plan Year in which he attains age 70-1/2 and any assets
allocated to the Participant's Plan Accounts during any subsequent
Plan Year shall be distributed as of the last Valuation Date of such
subsequent Plan Year.
7.3 DEATH DURING EMPLOYMENT. A Participant's Plan
Accounts shall be fully vested and nonforfeitable if he dies while an
Employee. If a Participant ceases to be an Employee by reason of his
death, the Participant's Plan Accounts shall be distributed to his
Beneficiary in one lump sum as of the Valuation Date coinciding with
or next following the date on which the Participant's death occurs.
5
<PAGE> 34
7.4 VESTED TERMINATIONS. The Plan Accounts of a
Participant (1) who first completed an Hour of Service (as defined in
Section 3.3) for the Company prior to January 1, 1995 or (2) who first
completes an Hour of Service (as defined in Section 3.3) for the
Company on or after January 1, 1995 and who has completed five years
of Vesting Service (as defined in Section 6.3) shall be fully vested
and nonforfeitable. Subject to Section 7.6, if such a Participant
ceases to be an Employee prior to the date he attains age 65 for any
reason other than his death, the Participant's Plan Accounts shall be
distributed to him in one lump sum as of the Valuation Date coinciding
with or next following the date on which he ceases to be an Employee.
7.5 OTHER TERMINATIONS. Subject to Section 7.6, if a
Participant who first completed an hour of service for the Company on
or after January 1, 1995 ceases to be an Employee prior to completing
five years of vesting service (as defined in Section 6.3) for any
reason other than his death, the vested portion of his Plan Accounts
shall be distributed to him in one lump sum, and the forfeitable
portions of his Plan Accounts shall be forfeited, as of the Valuation
Date coinciding with or next following the date on which he ceases to
be an Employee.
7.5.1 If distribution of the vested portion of the
Participant's Plan Accounts is deferred under Section 7.6, the
forfeitable portions of his Plan Accounts shall not be forfeited until
the earlier of (1) the date on which the vested portion of his Plan
Accounts is distributed and (b) the date on which he incurs a five
year Break in Service (from the date on which he ceased to be an
Employee).
7.5.2 The amount forfeited with respect to his Plan
Accounts shall be restored if the Participant is reemployed as a
Covered Employee prior to incurring a five year Break in Service (from
the date on which he ceased to be an Employee) and if he repays to the
Trust the amounts previously distributed to him from his Plan
Accounts, provided that such repayment must be made before the
Participant incurs a five year Break in Service (from the date on
which such forfeiture occurred).
7.5.3 Restorals under this Section 7.5 shall be
made first from any forfeitures arising in the Plan Year in which the
restoral is made and second from additional Company contributions.
Amounts repaid or restored to the Plan shall be credited to new Plan
Accounts, in the name of the Participant, of the same types as the
Plan Accounts from which distributions and forfeitures were made. Any
forfeiture not required for restoral shall be applied to reduce
Company contributions under the Plan.
7.6 DEFERRED DISTRIBUTIONS. Notwithstanding any other
provision hereof to the contrary, if the value of the vested portion
of a Participant's Plan Accounts is in excess of $3,500, distribution
of such vested portion shall not be
6
<PAGE> 35
made before the Participant attains age 65 without the Participant's
written consent. If the Participant dies after ceasing to be an
Employee but prior to the date on which the vested portion of his Plan
Accounts has been distributed, the vested portion of his Plan Accounts
shall be distributed to his Beneficiary in one lump sum as of the
Valuation Date coinciding with or next following the date on which the
Participant's death occurs. If a distribution is one to which
sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after the notice required
under section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that: (a) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least
30 days after receiving the notice to consider the decision of whether
or not to elect a distribution (and, if applicable, a particular
distribution option), and (b) the Participant, after receiving the
notice, affirmatively elects a distribution. If a Participant in this
Plan is also a participant in U.S. Specialty Retailing Divisions
Profit Sharing Plan (the "Specialty Retailing Plan") and if the value
of the Participant's Plan Accounts is not in excess of $3,500, he may
elect to defer distribution of his Plan Accounts until the earlier of
(a) the second anniversary of the date on which he ceased to be an
Employee, and (b) the date on which his Specialty Retailing Plan
account has been distributed.
7.7 REEMPLOYMENT. If a Participant who ceased to be an
Employee is reemployed as an Employee prior to the date as of which
his Plan Accounts are to be distributed or forfeited, his Plan
Accounts shall not be distributed or forfeited by reason of such
cessation of employment.
7.8 FORM OF DISTRIBUTION. To the extent that a Plan
Account is invested in investments other than common shares of the
Company, distributions from that Plan Account shall be in cash. To
the extent that a Plan Account is invested in common shares of the
Company, distributions with respect to that Plan Account shall be in
common shares of the Company or, if the recipient so elects, in cash.
Notwithstanding the foregoing, that portion of a Participant's Company
Contribution Account attributable to pre-1995 Company contributions
and that portion of a Participant's Company Contribution Account
attributable to Company contributions made pursuant to Section 4.3.2
shall be distributed in the form of common shares of the Company.
7
<PAGE> 36
IN WITNESS WHEREOF, The United States Shoe Corporation has hereunto
caused its name to be subscribed this 30TH day of SEPTEMBER, 1994.
THE UNITED STATES SHOE CORPORATION
By /s/ K. Brent Somers
-------------------------------------
Title Executive Vice President
----------------------------------
8
<PAGE> 1
EXHIBIT 5
October 3, 1994
(513) 651-6800
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Ladies and Gentlemen:
We are counsel for The United States Shoe Corporation, an Ohio
corporation (the "Corporation"), which is named as the registrant in the
Registration Statement on Form S-8 that is being filed on October 4, 1994 with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), the sale of 1,000,000 Common
Shares without par value (the "Common Shares") of the Corporation, and an
indeterminate number of plan interests, to be offered pursuant to The United
States Shoe Corporation Salaried Employees Tax Incentive Savings Plan (the
"Plan"), as indicated in such Registration Statement.
With respect to the Common Shares that are to be registered pursuant
to such Registration Statement, it is our opinion that the Corporation is duly
organized as an Ohio corporation and is in good standing, and that such Common
Shares to be issued, when issued and paid for pursuant to the options to be
granted in accordance with the Plan, will be validly issued, fully paid and
nonassessable under the laws of the State of Ohio.
We hereby give our written consent to the filing of this opinion as an
Exhibit to the Registration Statement that is being filed on October 4, 1994,
and to the use of our name wherever it appears in such Registration Statement.
Very truly yours,
/s/ FROST & JACOBS
<PAGE> 1
EXHIBIT 23B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 7, 1994
included in the company's Annual Report on Form 10-K for the year ended January
29, 1994.
/s/ Arthur Andersen LLP
Cincinnati, Ohio,
October 4, 1994
<PAGE> 2
EXHIBIT 23B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated October 3, 1994, included in
this Annual Report on Form 11-K for The United States Shoe Corporation Salaried
Employees Tax Incentive Savings Plan for the year ended December 31, 1993, into
the Company's registration statement filed on Form S-8 filed with the
Securities and Exchange Commission on October 4, 1994.
/s/ Arthur Andersen LLP
Cincinnati, Ohio,
October 4, 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director and an officer of the Corporation, as
indicated below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints K. Brent
Somers, James J. Crowe and John S. Stith, and each of them, his attorneys for
him and in his name, place and stead, and authorizes each of such attorneys and
any of them to execute and file the Registration Statement, including the
prospectuses, and thereafter to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys full power and authority to do and perform every act and thing
whatsoever requisite and necessary to be done in connection therewith as fully
to all intents and purposes as he might or could do if personally present at
the doing thereof, and hereby ratifies and confirms all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21ST day
of September, 1994.
/s/ Bannus Hudson
-----------------------------
Bannus B. Hudson
President and Chief Executive
Officer (Principal Executive
Officer) and Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 21ST day of September, 1994, personally appeared before me Bannus B.
Hudson, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 21ST day of September, 1994.
/s/ James J. Crowe
-----------------------------
Notary Public
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is an officer of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21ST day
of September, 1994.
/s/ Edwin C. Gerth
-----------------------------
Edwin C. Gerth
Vice President - Corporate
Controller (Principal
Accounting Officer)
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 21ST day of September, 1994, personally appeared before me Edwin C.
Gerth, to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 21ST day of September, 1994.
/s/ James J. Crowe
-----------------------------
Notary Public
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's Tax Incentive Savings Plan (the "Plan") relating to all
common shares of the Corporation, and Plan interests, to be offered or sold
under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 23RD day of
September, 1994.
/s/ Charles S. Mechem, Jr.
-----------------------------
Charles S. Mechem, Jr.
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 23RD day of September, 1994, personally appeared before me
Charles S. Mechem, Jr., to me known to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 23RD day of September, 1994.
/s/ James J. Crowe
-----------------------------
Notary Public
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ John L. Roy
------------------------------
John L. Roy
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me John L.
Roy, to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND of September, 1994.
/s/ James J. Crowe
------------------------------
Notary Public
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ Philip E. Beekman
-------------------------------
Philip E. Beekman
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Philip E.
Beekman, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under her name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
her attorneys for her and in her name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as she might or could do if personally
present at the doing thereof, and hereby ratifies and confirms all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 22ND day
of September, 1994.
/s/ Phyllis S. Sewell
-------------------------------
Phyllis S. Sewell
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Phyllis S.
Sewell, to me known to be the person described in and who executed the
foregoing instrument, and she duly acknowledged to me that she executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ Joseph H. Anderer
-------------------------------
Joseph H. Anderer
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Joseph H.
Anderer, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ Gilbert Hahn, Jr.
------------------------------
Gilbert Hahn, Jr.
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Gilbert
Hahn, Jr., to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
------------------------------
Notary Public
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ Lorrence T. Kellar
-------------------------------
Lorrence T. Kellar
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Lorrence T.
Kellar, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day
of September, 1994.
/s/ Albert M. Kronick
-------------------------------
Albert M. Kronick
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Albert M.
Kronick, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Tax Incentive Savings Plan (the "Plan") relating to all common shares of the
Corporation, and Plan interests, to be offered or sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 23RD day
of September, 1994.
/s/ Thomas Laco
------------------------------
Thomas Laco
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 23RD day of September, 1994, personally appeared before me Thomas
Laco, to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 23RD day of September, 1994.
/s/ James J. Crowe
------------------------------
Notary Public
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's Tax Incentive Savings Plan (the "Plan") relating to all
common shares of the Corporation, and Plan interests, to be offered or sold
under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22ND day of
September, 1994.
/s/ Roger L. Howe
-------------------------------
Roger L. Howe
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 22ND day of September, 1994, personally appeared before me Roger
L. Howe, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 22ND day of September, 1994.
/s/ James J. Crowe
-------------------------------
Notary Public
