As filed with the Securities and Exchange Commission on October 15, 1999
Registration Statement No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Rockwell International Corporation
(Exact name of registrant as specified in its charter)
Delaware 25-1797617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
777 East Wisconsin Avenue,
Suite 1400
Milwaukee, Wisconsin 53202
(Address of Principal (Zip Code)
Executive Offices)
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Rockwell International Corporation Retirement Savings Plan
for Represented Hourly Employees
(Full title of the plan)
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WILLIAM J. CALISE, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 212-5200
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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CALCULATION OF REGISTRATION FEE
========================== ============ ============== =========== ============
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title Of Securities to be offering price offering registration
to be registered registered per share(1) price(1) fee
========================== ============ ============== =========== ============
Common Stock, par value $1
per share (including the
associated Preferred Share
Purchase Rights)(2) 5,000 shares $51.0625 $255,312.50 $70.98
========================== ============ ============== =========== ============
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
October 13, 1999 of $51.0625.
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file (File No. 1-12383) with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:
(a) Annual Report on Form 10-K of Rockwell International Corporation
("Rockwell") for the year ended September 30, 1998.
(b) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
December 31, 1998.
(c) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
March 31, 1999.
(d) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
June 30, 1999.
(e) Current Report on Form 8-K of Rockwell dated January 12, 1999.
(f) The description of Rockwell's Common Stock, par value $1 per
share, and Rockwell's Preferred Share Purchase Rights, which is
incorporated in Rockwell's Registration Statement on Form 8-A
dated October 30, 1996 by reference to the material under the
caption "Description of New Rockwell Capital Stock" on pages
105-115 of Rockwell's Proxy Statement-Prospectus dated October
29, 1996, constituting a part of Rockwell's Registration
Statement on Form S-4 (Registration No. 333-14969).
All documents subsequently filed by Rockwell and the Rockwell
International Corporation Retirement Savings Plan for Represented Hourly
Employees (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes that statement. Any such statement so modified or
superseded shall not constitute a part of this registration statement, except as
so modified or superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
William J. Calise, Jr., Esq., who has passed upon the legality of any
newly issued Common Stock of Rockwell covered by this registration statement, is
Senior Vice President, General Counsel and Secretary of Rockwell.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors to a corporation or its
shareholders for breach of their fiduciary duty of care,
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subject to certain limitations (8 Del. G.C.L. sec. 102(b)(7)) and also provides
for indemnification of directors, officers, employees and agents subject to
certain limitations (8 Del. G.C.L. sec. 145).
The last paragraph of Article Seventh of Rockwell's Restated
Certificate of Incorporation, as amended, eliminates monetary liability of
directors to Rockwell and its shareowners for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
Section 13 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 13 of the By-Laws provide, in
substance, for the indemnification of directors, officers, employees and agents
of Rockwell to the extent permitted by Delaware law.
Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
4-a -- Restated Certificate of Incorporation of Rockwell, as
amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report
on Form 10-K for the year ended September 30, 1996, is
hereby incorporated by reference.
4-b -- By-Laws of Rockwell filed as Exhibit 3-b-2 to Rockwell's
Annual Report on Form 10-K for the year ended September 30,
1998, is hereby incorporated by reference.
4-c -- Rights Agreement dated as of November 30, 1996 between
Rockwell and ChaseMellon Shareholder Services, L.L.C., as
rights agent, filed as Exhibit 4-c to Registration
Statement No. 333-17031, is hereby incorporated by
reference.
4-d -- Copy of the Rockwell International Corporation
Retirement Savings Plan for Represented Hourly Employees,
amended and restated effective as of April 1, 1999.
4-e -- Master Defined Contribution Trust Agreement effective
January 1, 1996 between The Employee Benefit Committee of
Rockwell and First Interstate Bank of California
(predecessor of Wells Fargo Bank, N.A.), filed as Exhibit
99-b to Rockwell's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 (File No. 1-1035), is hereby
incorporated by reference.
5-a -- Opinion of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell, as to
the legality of any newly issued Common Stock covered by
this registration statement.
5-b -- In lieu of an opinion concerning compliance with the
requirements of the Employee Retirement Income Security Act
of 1974, as amended, or a determination letter of the
Internal Revenue Service (the "IRS") that the Plan is
qualified under Section 401 of the Internal Revenue Code,
as amended, Rockwell hereby undertakes to submit the
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Plan and any amendment thereto to the IRS in a timely
manner and to make all changes required by the IRS in order
to qualify the Plan.
23-a -- Consent of Deloitte & Touche LLP, independent auditors, set
forth on page II-7 of this registration statement.
23-b -- Consent of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell,
contained in his opinion filed as Exhibit 5-a to this
registration statement.
23-c -- Consent of Chadbourne & Parke LLP, set forth on page II-7
of this registration statement.
24 -- Power of Attorney authorizing certain persons to sign
this registration statement on behalf of certain directors
and officers of Rockwell.
Item 9. Undertakings.
A. Rockwell hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of 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 this registration statement; and (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 this registration statement;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Commission by Rockwell pursuant to Section 13 or 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, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Rockwell's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Rockwell of expenses incurred or paid by a director, officer or
controlling person of Rockwell in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities
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<PAGE>
being registered, Rockwell 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Milwaukee, State of Wisconsin on the 15th day of
October, 1999.
ROCKWELL INTERNATIONAL CORPORATION
By /s/ William J. Calise, Jr.
-----------------------------------------------
(William J. Calise, Jr., Senior Vice President,
General Counsel and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 15th day of October, 1999 by the
following persons in the capacities indicated:
Signature Title
--------- -----
DON H. DAVIS, JR.* Chairman of the Board and
Chief Executive Officer
(principal executive officer)
GEORGE L. ARGYROS* Director
DONALD R. BEALL* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
ROBERT B. SHAPIRO* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President,
Finance & Planning and
Chief Financial Officer
(principal financial officer)
WILLIAM E. SANDERS* Vice President and Controller
(principal accounting officer)
* By /s/ William J. Calise, Jr.
--------------------------------------------
(William J. Calise, Jr., Attorney-in-fact)**
** By authority of the power of attorney filed herewith.
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<PAGE>
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 City of Seal Beach, State of
California on the 15th day of October, 1999.
ROCKWELL INTERNATIONAL CORPORATION RETIREMENT
SAVINGS PLAN FOR REPRESENTED HOURLY
EMPLOYEES
By /s/ Alfred J. Spigarelli
------------------------------------------
(Alfred J. Spigarelli, Plan Administrator)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 in respect of the
Rockwell International Corporation Retirement Savings Plan for Represented
Hourly Employees of our report dated November 4, 1998, appearing in the Annual
Report on Form 10-K of Rockwell International Corporation for the year ended
September 30, 1998, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
October 15, 1999
-----------------
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of the Rockwell International Corporation
Retirement Savings Plan for Represented Hourly Employees.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
October 15, 1999
II-7
Exhibit 4-d
ROCKWELL INTERNATIONAL CORPORATION
RETIREMENT SAVINGS PLAN
FOR REPRESENTED HOURLY EMPLOYEES
(Automation - Power Systems)
(Amended and Restated Effective as of April 1, 1999)
Plan 053
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
RETIREMENT SAVINGS PLAN
FOR REPRESENTED HOURLY EMPLOYEES
(Automation - Power Systems)
ARTICLE I: DEFINITIONS
1.010 Accounts means a Participant's Pre-tax Account, After-tax Account,
Rollover Account and Company Contribution Account.
1.020 Affiliated Company means Rockwell International Corporation and:
(a) any corporation incorporated under the laws of one of the United States of
America of which Rockwell owns, directly or indirectly, eighty percent
(80%) or more of the combined voting power of all classes of stock or
eighty percent (80%) or more of the total value of the shares of all
classes of stock (all within the meaning of Code ss.1563);
(b) any partnership or other business entity organized under such laws, of
which Rockwell owns, directly or indirectly, eighty percent (80%) or more
of the voting power or eighty percent (80%) or more of the total value (all
within the meaning of Code ss.414(c)); and
(c) any other company deemed to be an Affiliated Company by Rockwell's Board of
Directors.
1.030 After-tax Contribution Account means a Plan Account with respect to a
Participant which is comprised of Basic and Supplemental After-tax
Contributions, as adjusted for gains or losses related thereto.
1.040 After-tax Contribution Percentage Limit means the maximum contribution
percentage in each Plan Year for Highly Compensated Employee Group Participants
and is that percentage amount which does not exceed the greater of:
(a) the Average After-tax Contribution Percentage for the Non-Highly
Compensated Employee Group, multiplied by one and twenty-five hundredths
(1.25); or
(b) the lesser of
<PAGE>
(1) an amount which does not exceed the Average After-tax Contribution
Percentage for the Non-Highly Compensated Employee Group by more than
two (2) percentage points, or
(2) the Average After-tax Contribution Percentage for the Non-Highly
Compensated Group, multiplied by two (2).
If a Participant who is a member of the Highly Compensated Employee Group is a
participant in any other plan established or maintained by an Affiliated Company
pursuant to which elective deferrals under a cash or deferred arrangement or
matching contributions, both as defined in Code ss.401(m)(4), or employee
contributions, are made, such other plan will be deemed to be a part of this
Plan for the purpose of determining the After-tax Contribution Percentage Limit
with respect to that Participant.
1.050 Average After-tax Contribution Percentage means the average for a
particular Plan Year of the percentages, calculated separately for the Highly
Compensated Employee Group and for the Non-Highly Compensated Employee Group
with respect to each Participant in each such Group, which are equal to the sum
of A and B, divided by C, where
A = the amount of the Participant's Basic After-tax Contributions in
the Plan Year;
B = the amount of the Company Matching Contributions made on behalf of
the Participant in the Plan Year; and
C = the Participant's Compensation for the Plan Year.
1.060 Average Pre-tax Contribution Percentage means the average for a
particular Plan Year of the percentages, calculated separately for the Highly
Compensated Employee Group and for the Non-Highly Compensated Employee Group
with respect to each Participant in each such Group, which are equal to the
amount of each Participant's Pre-tax Contributions in a Plan Year, divided by
the Participant's Compensation for the Plan Year.
1.070 Base Compensation means a Participant's compensation in any calendar
year (not in excess of such amount as has been or may be established pursuant to
section 401(a)(17) of the Code) which is associated with his or her membership
in a collective bargaining unit with which retirement benefits are the subject
of good faith bargaining, including any amount which would be paid to the
Participant absent an election under Section 2.020(a) or an election to make
elective employer contributions pursuant to a qualified cash or deferred
arrangement under a cafeteria plan meeting the requirements of section 125 of
the Code. Base Compensation shall not include compensation on the salaried
payroll, overtime compensation, extended workweek compensation, night work or
other premium pay, bonuses, any form of extra, contingent or
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supplementary compensation (including, but not limited to, lump sum payments for
unused vacation).
1.080 Basic After-tax Contribution means an amount contributed by a
Participant to the Plan through payroll deductions pursuant to the Participant's
elections under Sections 2.021(b).
1.090 Basic Pre-tax Contribution means an amount contributed to the Plan on
behalf of a Participant pursuant to the Participant's elections under Sections
2.021(a).
1.100 Beneficiary means the one or more persons or trusts entitled to a
Participant's Plan Account balance, pursuant to the provisions of Article VII,
if the Participant should die prior to payment to him of his entire Account
Balance.
1.110 Board of Directors means the Board of Directors of Rockwell; provided,
however, that any action or determination under Sections 1.040, 1.200, 1.290 and
2.070, as well as under Article XI, may be taken by any officer of the Company
who is authorized to do so by the Board of Directors.
1.120 Code means the Internal Revenue Code of 1986, as from time to time
amended.
1.130 Company means Rockwell International Corporation, a Delaware
corporation, and any Affiliated Company to which the Board of Directors has
extended this Plan.
1.140 Company Contribution Account means a Plan Account with respect to a
Participant which is comprised of his Company Matching Contributions, as
adjusted for gains or losses related thereto.
1.150 Company Matching Contributions means the contributions made to the
Trust Fund by Rockwell or an Affiliated Company pursuant to the provisions of
Section 2.060 or 2.061.
1.160 Compensation means the compensation of a Participant, as is defined in
Code ss.414(s).
1.170 Divested Business Employee means an individual who is no longer an
Employee of the Company, because he is a current or former employee of a
component of the Company which was sold, spun off or otherwise divested by the
Company.
1.180 EB Committee means Rockwell's Employee Benefit Plan Committee.
1.190 Effective Date means April 1, 1999.
1.200 Eligible Employee means any Employee employed in a Participating Unit
as herein defined within Rockwell Automation.
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1.210 Eligible Retirement Plan means:
(a) an individual retirement account described in Code ss.408(a),
(b) an individual retirement annuity described in Code ss.408(b),
(c) an annuity plan described in Code ss.403(a), or
(d) a qualified plan (which is a defined contribution plan) described in Code
ss.401(a),
which accepts an individual's eligible rollover distributions; provided,
however, that in the case of an eligible rollover distribution to a
Participant's surviving spouse, only an individual retirement account or
individual retirement annuity described in (a) and (b) above will be deemed to
be an Eligible Retirement Plan.
1.220 Employee means any person who is employed by the Company or by an
Affiliated Company, including an Eligible Employee, and will, to the extent
permitted by Code ss.406, be deemed to include any United States citizen
regularly employed by a foreign subsidiary or affiliate of the Company.
1.230 Employment Commencement Date means the date on which a person first
becomes an Employee of the Company or an Affiliated Company.
1.240 Employment Severance Date means:
(a) the date on which an Employee quits, retires, is discharged or dies,
(b) in the case of an Employee who remains absent from work pursuant to a
written Leave, the first anniversary of such Leave, except that an Employee
who has a Leave which is in excess of one (1) year who thereafter returns
to work with the Company for a period at least equal to the entire period
of the Leave will not be considered as having an Employment Severance Date
by reason of such absence.
If an Employee enters the United States military service or public health
service directly from employment with the Company, has not voluntarily
reenlisted and returns to employment with the Company for a period of at
least one (1) year immediately after his return to the Company, the
Employee will not be deemed to have an Employment Severance Date by reason
of such military service or public health service.
1.250 ERISA means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
1.260 Fund(s) means one or more of the Investment Funds or Rockwell Stock
Fund A.
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1.270 Hardship means an immediate and heavy financial need of the Participant
for which the amount required is not reasonably available to the Participant
from other sources and which arises for one of the following reasons:
(a) the purchase (excluding mortgage payments) or construction of a principal
residence for the Participant, or to prevent eviction from, or foreclosure
on the mortgage on, the Participant's principal residence;
(b) the incurring of obligations for
(1) tuition, related educational fees and room and board expenses for
post-secondary education for the Participant, his spouse or one or more
of his children or other dependents (as defined in Code ss.152) to be
incurred during the twelve (12) month period immediately following the
date of his request for distribution; or
(2) expenses not covered by insurance which either have been previously
incurred by the Participant for, or are necessary in order for the
Participant to obtain, medical care (as described in Code ss.213(d))
for himself, his spouse or one or more of his dependents (as defined in
Code ss.152);
(c) any other reason which is permitted under Code ss.401(k)(2)(B)(i)(IV).
1.280 Highly Compensated Employee Group means those individuals who are
"highly compensated employees" within the meaning of Code ss.414(q). The Plan
Administrator may determine which Employees are highly compensated employees for
purposes of this Section in any manner permitted by the said Code provision.
1.290 Investment Fund means one of the investment vehicles available to
Participants, as such investment vehicles are described in Appendix B to this
Plan.
1.300 Layoff means an involuntary severance of employment, other than a
discharge for cause.
1.310 Leave means a leave of absence which has been granted or approved by
the Company.
1.320 Maternity or Paternity Leave means any period of absence by reason of
the pregnancy of the Participant, the birth of a child of the Participant, the
placement of a child with the Participant in connection with the adoption of
such child by the Participant, or the caring for such child for a period
beginning immediately following such birth or placement; provided, however, that
the Participant will have complied with the Company's request to furnish the
Plan Administrator such timely information as may be reasonably required to
establish that the absence is for such reason and the number of days for which
there was such an absence.
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1.330 Named Fiduciary means the EB Committee, the Plan Administrator, the
Retirement Committee and the Trustee.
1.340 Non-Highly Compensated Employee Group means Employees who are not in
the Highly Compensated Employee Group, as determined by the Plan Administrator.
1.350 Participant means a person who has elected to participate in the Plan
in accordance with Article II; provided, however, that such term will include a
person who no longer has an effective election under Article II only so long as
he retains an Account under the Plan.
1.360 Participant Contributions means a Participant's Basic Pre-tax and Basic
After-tax Contributions and his Supplemental Pre-tax and Supplemental After-tax
Contributions, as well as, if applicable, his Transfer Contributions and
Rollover Contributions.
1.370 Participating Unit means one of the following collective bargaining
units within Rockwell Automation:
o Local Lodge 1109 of International Association of Machinists and
Aerospace Workers, AFL-CIO -- Madison, Indiana ("IAM Local 1109")
o Local 1366 of International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America -- Hamilton, Ohio ("UAW Local
1366")
o Local 134 of International Brotherhood of Electrical Workers --
Chicago, Illinois ("IBEW Local 134")
1.380 Plan means this Rockwell International Corporation Retirement Savings
Plan for Represented Hourly Employees (Power Systems), as from time to time
amended.
1.390 Plan Administrator means the person from time to time so designated by
name or corporate office by the Board of Directors to carry out the
administrative functions of this Plan.
1.400 Plan Year means each twelve month period ending on the last day of
December.
1.410 Pre-tax Contribution Account means a Plan Account with respect to a
Participant which is comprised of Basic and Supplemental Pre-tax Contributions,
as adjusted for gains or losses related thereto.
1.420 Pre-tax Contribution Percentage Limit means the maximum contribution
percentage in each Plan Year for Highly Compensated Employee Group Participants
and, for any Plan Year, may be equal to either (a) or (b) below:
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(a) the Average Pre-tax Contribution Percentage for the Non-Highly Compensated
Employee Group, multiplied by one and twenty-five hundredths (1.25); or
(b) the lesser of
(1) an amount which does not exceed the Average Pre-tax Contribution
Percentage for the Non-Highly Compensated Employee Group by more than
two (2) percentage points, or
(2) the Average Pre-tax Contribution Percentage for the Non-Highly
Compensated Group, multiplied by two (2).
If a Participant who is a member of the Highly Compensated Employee Group is a
participant in any other plan established or maintained by an Affiliated Company
pursuant to which elective deferrals under a cash or deferred arrangement or
matching contributions, both as defined in Code ss.401(m)(4), or employee
contributions, are made, such other plan will be deemed to be a part of this
Plan for the purpose of determining the Pre-tax Contribution Percentage Limit
with respect to that Participant.
1.430 Reemployment Date means the date on which a person first becomes an
Employee of the Company following an Employment Severance Date.
1.440 Retirement Committee means the committee, namely the Company's Central
Retirement Committee, established by the Plan Administrator to carry out the
responsibilities set forth in Article X.
1.450 Rockwell means Rockwell International Corporation, a Delaware
corporation.
1.460 Rockwell Automation means the segment of the Company consisting of
Rockwell Automation Control Systems and Rockwell Automation Power Systems
(namely, those businesses formerly encompassing Allen-Bradley Company, Inc. and
Reliance Electric Company).
1.470 Rockwell Stock Fund A means the Fund established by the Trustee for
receipt and holding of Company Matching Contributions.
1.480 Rockwell Stock Fund B means an Investment Fund established by the
Trustee to purchase and hold the common stock of the Company, as described in
Appendix B.
1.490 Rollover Account means a Plan Account described in Section 2.050(c)
which has its purpose the holding of amounts which are received by the Plan on
a Participant's behalf as a Rollover Contribution or a Transfer Contribution.
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<PAGE>
1.500 Rollover Contributions mean the amounts described in Section 2.050
which are transferred to a Participant's Rollover Account pursuant to the terms
of subsection (b) of that Section.
1.510 Supplemental After-tax Contribution means the amount contributed by a
Participant to the Plan through payroll deductions pursuant to Section 2.031(b).
1.520 Supplemental Pre-tax Contributions means the amounts contributed to the
Plan on behalf of a Participant pursuant to the Participant's election under
Section 2.031(a).
1.530 Tender Offer means any tender offer for, or request or invitation for
tenders of, common stock subject to ss.14(d)(1) of the Securities Exchange Act
of 1934, as amended, or any regulation thereunder, except for any such tender
offer or request or invitation for tenders made by the Company or any Affiliated
Company, or by Boeing, Meritor or Conexant for its own common stock.
1.540 Transfer Contributions mean the amounts described in Section 2.050
which are transferred to a Participant's Account pursuant to the terms of
subsection (a) of the said Section.
1.550 Trust Agreement means the trust agreement entered into pursuant to
Article IX of this Plan.
1.560 Trust Fund means the fund, including the earnings thereon, held by the
Trustee for all contributions made under this Plan by Participants and the
Company.
1.570 Trustee means the trustee or trustees of the trust described in Article
IX of this Plan.
1.580 Valuation Date means any New York Stock Exchange trading day.
1.590 Vesting Service means the period commencing with an Employee's
Employment Commencement Date and ending with his Employment Severance Date and
the period from an Employee's Reemployment Date to his subsequent Employment
Severance Date. In addition, Vesting Service includes the period of time between
an Employee's Employment Severance Date and his Reemployment Date, if that
period does not exceed twelve (12) months, except that if an Employee is absent
because of a Layoff or Leave and then resigns, is discharged or retires, the
period of time during which the Employee may return and receive Vesting Service
begins on the date of his resignation, discharge or retirement and ends one (1)
year from the first day of such Layoff or Leave.
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ARTICLE II: PARTICIPATION AND CONTRIBUTIONS
2.010 Participation. An Eligible Employee will be permitted to elect to
become a Participant in the Plan as soon as is practicable following his
commencement of service with the Company. To the extent administratively
feasible, an Eligible Employee's election to contribute to the Plan will become
effective on the first payroll payment date following his commencement of
service as an Eligible Employee and will remain in effect, unless he elects
otherwise, so long as he continues to be an Eligible Employee.
2.020 Basic Contributions -- General. A Participant may take either or both
of the actions described in subsections (a) and (b) below:
(a) elect to defer receipt of an amount equal to 1% through 6% of his regular
Base Compensation (such deferral to be elected in whole percentages), and
to instead have that amount paid to the Plan as a Basic Pre-tax
Contribution to his Pre-tax Contribution Account;
(b) authorize having deducted from his regular Base Compensation 1% through 6%
(such deduction to be authorized in whole percentages) and then have the
amount of such deduction (as adjusted for all applicable taxes due on that
amount) paid to the Plan as a Basic After-tax Contribution to his After-tax
Contribution Account;
provided, however, that the percentages elected to be deferred or deducted and
then made as Basic Pre-tax and Basic After-tax Contributions may together not
exceed 6% of the Participant's Base Compensation.
2.030 Supplemental Contributions - Rockwell Automation. A Participant who has
made the elections and/or authorizations described in Section 2.020 will also be
permitted to take either or both of the actions described in subsections (a) and
(b) below:
(a) (1) if he is a non-Highly Compensated Employee, elect to defer receipt
of an amount equal to 7% through 16% of his regular Base Compensation
(such deferral to be elected in whole percentages), and to instead have
that amount paid to the Plan as a Supplemental Pre-tax Contribution to
his Pre-tax Contribution Account;
(2) if he is a Highly Compensated Employee, elect to defer receipt of an
amount equal to 7% through 12% of his regular Base Compensation (such
deferral to be elected in whole percentages), and to instead have that
amount paid to the Plan as a Supplemental Pre-tax Contribution to his
Pre-tax Contribution Account;
(b) authorize having deducted from his regular Base Compensation 7% through 16%
(such deduction to be authorized in whole percentages) and then have the
amount of such deduction (as adjusted for all applicable taxes due on that
amount) paid to the Plan as a Supplemental After-tax Contribution to his
After-tax Contribution Account;
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provided, however, that the percentages elected to be deferred or deducted and
then made as Supplemental Pre-tax and Supplemental After-tax Contributions may
together not exceed 10% of the Participant's Base Compensation.
2.040 Changes Between Pre-tax and After-tax Contributions. A Participant will
be permitted to elect to increase or decrease at any time (and as often as he
wishes) the rate of his Pre-tax and After-tax Contributions. Any such increase
or decrease of the rate of the Participant's Pre-tax and After-tax Contributions
will be effective as soon as is reasonably possible after receipt by the Plan
Administrator of the Participant's election.
2.050 Transfer and Rollover Contributions. Transfers to this Plan of a
Participant's interest in another individual account plan will be permitted as
set forth below:
(a) A Participant who is presently an Eligible Employee but who formerly though
an Employee was not an Eligible Employee may cause his account balances in
any other individual account plan of the Company or an Affiliated Company
to be transferred to this Plan. Such transferred account balances (which
will be entirely in cash, Rockwell common stock or in participant loans
from the transferring plan) will constitute Transfer Contributions.
(b) A Participant who is an Eligible Employee may elect (by providing the Plan
Administrator with notice thereof) to have the entire amount credited to
his account in a qualified individual account plan of a former employer
transferred from such plan to this Plan as a Rollover Contribution, subject
to the following:
(1) Such Rollover Contributions are eligible for receipt hereunder only if
they are in the form of cash and are derived entirely from employee
contributions which were contributed pursuant to a qualified cash or
deferred arrangement under Code ss.401(k) or from employer
contributions to which the Participant had a vested interest and which
were based upon the amount of contributions to such a qualified cash or
deferred arrangement.
(2) No portion of such Rollover Contributions may be derived from a
transfer from a qualified plan which at any time had permitted benefit
payments in the form of a life annuity.
(c) Transfer and Rollover Contributions will be credited to separate Rollover
Accounts, which will be separate from the Participant's Pre-tax and
After-tax Contribution Accounts and, as such, will be subject to investment
elections which are separate from those related to the Participant's
Pre-tax and After-tax Contribution accounts, but which will be subject to
the same process as is set forth in Article IV of this Plan.
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2.060 Matching Contributions - Madison. In the case of Participants who are
Employees of the Participating Unit referred to as IAM Local 1109, the Company
will contribute to the Plan on behalf of each such Participant out of its
current or accumulated profits Company Matching Contributions equal to fifty
percent (50%) of the Participant's Basic Pre-tax Contributions and Basic
After-tax Contributions made pursuant to Section 2.020. Such Company Matching
Contributions will be made in the form and subject to the limitations set forth
in Section 2.070.
2.070 Rules Concerning Matching Contributions.
(a) Company Matching Contributions will not be made by the Company on behalf of
a Participant until the Participant has completed six (6) months of
employment with the Company or an Affiliated Company.
(b) No Company Matching Contributions will be made with respect to a
Participant's Supplemental Pre-tax Contributions and Supplemental After-tax
Contributions, or with respect to any Rollover Contributions or Transfer
Contributions made by the Participant.
(c) Company Matching Contributions will be made in the form of Rockwell common
stock, but may be made, in the discretion of the Board of Directors, in
cash or in any combination of cash and Rockwell common stock. Rockwell
common stock which is contributed will be valued at the New York Stock
Exchange closing price on the Valuation Date immediately preceding the date
on which the contribution is made.
(d) Company Matching Contributions made hereunder, whether they are made in the
form of Rockwell common stock or cash, will be directed to Rockwell Stock
Fund A when they are contributed and, unless distributed to the Participant
pursuant to Section 6.020 or transferred to an Investment Fund pursuant to
Section 4.040 following a Participant's attainment of age sixty-five (65),
will remain in Rockwell Stock Fund A, along with any dividends or other
earnings on such common stock or cash.
ARTICLE III: CONTRIBUTION LIMITATIONS
3.010 Limitations on Employee Pre-tax Contributions.
(a) The aggregate amount in any calendar year of all of a Participant's:
(1) Basic and Supplemental Pre-tax Contributions to this Plan;
(2) elective deferrals under any other cash or deferred arrangement (as
defined in Code ss.402(g)); and
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(3) elective employer contributions to any simplified employee pension (as
defined in and pursuant to, respectively, Code ss.ss.408(k)(1) and (6))
may not exceed Ten Thousand Dollars ($10,000.00), or such larger sum as may
be in effect under Code ss.402(g)(5).
(b) Prior to the beginning of, and periodically during, each Plan Year, the
Plan Administrator will cause a test to be conducted of Pre-tax
Contribution elections under Sections 2.020(a) and 2.030(a), as well as
(when applicable) under Sections 2.021(a) and 2.031(a), in order to
determine whether the Average Pre-tax Contribution Percentage for the
Highly Compensated Employee Group exceeds the Pre-tax Contribution
Percentage Limit. If it is determined that the Pre-tax Contributions made
for any Plan Year by the Highly Compensated Employee Group would (if not
reduced) cause the Average Pre-tax Contribution Percentage of that Group to
exceed the Pre-tax Contribution Percentage Limit, the Plan Administrator
will first reduce any Supplemental Pre-tax Contributions and then the Basic
Pre-tax Contributions elected by Participants in the Highly Compensated
Employee Group, so that the Pre-tax Contribution Percentage Limit will not
be exceeded for the Plan Year. Such reduction will be effective as of the
first payroll date in the month following such determination and will be in
the manner set forth in paragraphs (1) and (2):
(1) Participants in the Highly Compensated Employee Group who have elected
Supplemental Pre-tax Contributions in an amount equal to 12% of Base
Compensation will have their elections reduced to 11%. If, following
the said reductions, the Pre-tax Contribution Percentage Limit is still
exceeded, Participants in the Highly Compensated Employee Group who
have elected Supplemental Pre-tax Contributions in an amount equal to
11% of Base Compensation (including any Participants in the Highly
Compensated Employee Group whose elections were reduced under the terms
of the preceding sentence) will have their elections reduced to 10%.
(2) If, following application of the process set forth in paragraph (1),
the Pre-tax Contribution Percentage Limit is still exceeded,
application of that process will be continued with Supplemental Pre-tax
Contributions and then Basic Pre-tax Contributions until the Average
Pre-tax Contribution Percentage for the Highly Compensated Employee
Group does not exceed the Pre-tax Contribution Percentage Limit.
(c) Reductions in Basic or Supplemental Pre-tax Contributions pursuant to
subsection (b) of this Section will continue for the remainder of the Plan
Year, unless the Plan Administrator determines that changed circumstances
permit a revision of such Pre-tax Contributions, in which case the Plan
Administrator will determine the amount by which such Pre-tax Contributions
may be revised for the balance of the Plan Year.
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(d) To the extent permitted under Section 3.020, the amount representing the
additional amount of Base Compensation which would have been contributed as
Supplemental Pre-tax or Basic Pre-tax Contributions on behalf of the
Participant will be contributed by the Participant to the Plan, as
appropriate, as Supplemental After-tax or Basic After-tax Contributions. In
addition, to the extent permitted by regulation, the Plan Administrator may
during or following a Plan Year cause Supplemental or Basic Pre-tax
Contributions made on behalf of Highly Compensated Participants to be
recharacterized (on a uniform and non-discriminatory basis) as Supplemental
or Basic After-tax Contributions to the extent necessary to prevent the
Average Pre-tax Contribution Percentage for that Plan Year for those
Participants from exceeding the Pre-tax Contribution Percentage Limit.
3.020 Limitations on Employee After-tax Contributions.
(a) Prior to the beginning of, and periodically during, each Plan Year, the
Plan Administrator will cause a test to be conducted of After-tax
Contribution elections under Sections 2.020(b) and 2.030(b) and (when
applicable) under Sections 2.021(b) and 2.031(b), as well as of Company
Matching Contributions under Sections 2.060 and 2.061, in order to
determine whether the Average Contribution Percentage for the Highly
Compensated Employee Group exceeds the After-tax Contribution Percentage
Limit. If it is determined that the After-tax Contributions made for any
Plan Year by the Highly Compensated Employee Group would (if not reduced)
cause the Average Contribution Percentage of that Group to exceed the
After-tax Contribution Percentage Limit, the Plan Administrator will first
reduce any Supplemental After-tax Contributions and then the Basic
After-tax Contributions elected by Participants in the Highly Compensated
Employee Group, so that the After-tax Contribution Percentage Limit will
not be exceeded for the Plan Year. Such reduction will be effective as of
the first payroll payment date in the month following such determination
and will be made in the manner set forth below in paragraphs (1) and (2).
(1) Participants in the Highly Compensated Employee Group who have elected
Supplemental After-tax Contributions in an amount equal to 16% of Base
Compensation will have their elections reduced to 15%. If, following
the said reductions, the After-tax Contribution Percentage Limit is
still exceeded, Participants in the Highly Compensated Employee Group
who have elected Supplemental After-tax Contributions in an amount
equal to 15% of Base Compensation (including any Participants in the
Highly Compensated Employee Group whose elections were reduced under
the terms of the preceding sentence) will have their elections reduced
to 14%.
(2) If, following application of the process set forth in paragraph (1),
the After-tax Contribution Percentage Limit is still exceeded,
application of that process will be continued with Supplemental
After-tax Contributions and then Basic After-tax Contributions until
the Average Contribution Percentage for the Highly Compensated Employee
Group does not exceed the After-tax Contribution Percentage Limit.
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(b) Reductions in Basic or Supplemental After-tax Contributions pursuant to
subsection (b) of this Section will continue for the remainder of the Plan
Year, unless the Plan Administrator determines that changed circumstances
permit a revision of such Contributions, in which case the Plan
Administrator will determine the amount by which such Contributions may be
revised for the balance of the Plan Year.
(c) If it is determined as a result of tests of contribution elections pursuant
to subsection (a) that there will be 'excess aggregate contributions' (as
defined in and determined pursuant to Code ss.401(m)(6)) in any Plan Year,
such excess aggregate contributions and all income allocable thereto will
be distributed, or, if forfeitable, forfeited, in the manner and within the
time required by the said ss.401(m)(6).
ARTICLE IV: PLAN INVESTMENTS
4.010 Investment Elections. In addition to the elections and authorizations
set forth in Article II, a Participant will be permitted to elect in which
Investment Funds his Participant Contributions will be invested. The Investment
Funds into which the said Contributions may be invested are those set forth in
Appendix B to this Plan, as that Appendix is from time to time constituted.
(a) Such investments will be elected by the Participant among the Investment
Funds in one percent (1%) increments, with the total of the elected
percentage increments equaling one hundred percent (100%); provided,
however, that the Participant will not be permitted to have any of the said
Contributions invested in Rockwell Stock Fund A.
(b) The Participant will be permitted to change, on a daily basis, any previous
Investment Fund election or elections he has made with regard to his
Contributions pursuant to subsection (a), but he will not be permitted to
elect to have investment of his Contributions changed to Rockwell Stock
Fund A.
(c) The elections and changes to such elections which a Participant makes
pursuant to this Section will be made by means of any method (including any
available telephonic or electronic method which is acceptable to the Plan
Administrator at the time the election or change is made by the
Participant), and may be made at any time and will be effective as of the
New York Stock Exchange closing immediately following the making of that
election or change; provided, however, if it is determined by the Plan
Administrator or his delegate that an investment election made by a
Participant is invalid or defective, the Participant's election will, until
duly corrected by him, be deemed to have been made in favor of the Stable
Value Fund.
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4.020 Transfers from Investment Funds. Each Participant will be permitted to
have the whole or a portion of the value of his interest in any of the Plan's
Investment Funds which is attributable to his own Participant Contributions
transferred out of such Funds and into any of the Investment Funds, but if the
Participant is a Divested Business Employee, his interest may not be transferred
to Rockwell Stock Fund B.
4.030 Transfers from Rockwell Stock Fund A. Any Participant who has retired
from employment with the Company or any Participant who is still an Employee of
the Company and has reached age sixty-five (65) will be permitted to elect at
any time to have the total value or a portion of the total value of his interest
in Rockwell Stock Fund A transferred to any one or more of the Investment Funds.
If a Participant who is still an Employee has made the election described in
this Section, he may elect that all subsequent Company Matching Contributions
will continue to be directed into Rockwell Stock Fund A or that they be invested
in the same manner as his Participant Contributions.
4.040 General Transfer Rules and Limitations. The Fund transfers described in
the preceding Sections will be subject to the following limitations:
(a) Any such transfer will be effected in dollar amounts or in increments of 1%
of the value of the Participant's interest in a transferring Fund, but in
no event will any such transfer be in an amount less than Two Hundred and
Fifty Dollars ($250.00), except that if the balance of a Participant's
interest in a Fund is less than Two Hundred and Fifty Dollars, ($250.00),
the Participant may elect to have the entire balance of his interest in the
Fund transferred.
(b) Transfer elections may be made at any time, but each such election by a
Participant will be effective and be thereafter irrevocable as of the New
York Stock Exchange closing immediately following the Participant's
election. The elections may be made by means of any method (including any
available telephonic or electronic method) which is acceptable to the Plan
Administrator; provided, however, that, if it is determined by the Plan
Administrator or his delegate that an investment election made by a
Participant is invalid or defective, the Participant's election will, until
duly corrected by him, be deemed to have not been made.
(c) At no time may assets be transferred from any of the Investment Funds to
Rockwell Stock Fund A.
4.060 Participant's Accounts. Separate Participant Contribution, Rollover (if
applicable) and Company Contribution Accounts will be established and maintained
by the Trustee to represent all amounts, adjusted for gains or losses thereon,
which have been contributed by or on behalf of a Participant as Participant
Contributions, Rollover Contributions, Transfer Contributions and Company
Matching Contributions. Such separate Accounts must contain sufficient
information to permit a determination of the dollar balance of the Participant's
Accounts at any time and to permit, with respect to Rockwell Stock Funds A and
B, a determination of the number of
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equivalent shares of common stock held on the Participant's behalf in those
Funds. Each Contribution on behalf of a Participant to an Investment Fund or
Rockwell Stock Fund A and each payment made to a Participant from an Investment
Fund or Rockwell Stock Fund A will result in a credit or charge to the Account
representing the Participant's interest in such Fund. In addition, dividend
proceeds on Rockwell common stock held in Rockwell Stock Funds A and B will be
used for the purchase, when possible, of additional shares of Rockwell common
stock for the two Funds and, therefore, will result in appropriate adjustments
to the balances in the said Funds and to the value of the Participant's interest
in the said Funds.
4.070 Valuation and Participant Statements. As of each Valuation Date, an
amount equal to the fair market value of the Funds (other than dividends
received which are attributable to whole shares of Rockwell common stock which
were or are to be transferred to Participant Accounts subsequent to the record
date for such dividend) will be determined by the Trustee in such manner and on
such basis as it may deem appropriate. At least annually, but more frequently,
if the Plan Administrator should so determine, the Trustee will forward by mail
to each Participant a statement, in such form as the Plan Administrator deems
appropriate, setting forth pertinent information relative to each Participant's
Accounts. Such statement will, for all purposes, be deemed to have been accepted
as correct, unless the Plan Administrator (or the Trustee, as the case may be)
is notified to the contrary by mail within sixty (60) days of the date on which
it was mailed to the Participant.
ARTICLE V: EMPLOYMENT TERMINATION BENEFITS
5.010 Vesting.
(a) Every Participant will at all times have a One Hundred Percent (100%)
vested and nonforfeitable interest in his After-tax Contribution Account,
Pre-tax Contribution Account and, if applicable, Rollover Account.
(b) A Participant who attains age sixty-five (65) while still an Employee will
thereafter have a One Hundred Percent (100%) vested and nonforfeitable
interest in his Company Contribution Account. A Participant who has not yet
attained age sixty-five (65), but has at least three (3) years of Vesting
Service will have a One Hundred Percent (100%) vested and nonforfeitable
interest in his Company Contribution Account.
(c) A Participant who terminates employment prior to completing three (3) years
of Vesting Service will forfeit the portion of his Company Contribution
Account which is not vested on his Employment Severance Date:
(1) on his Employment Severance Date, if he receives a distribution of all
of his vested Account balances at that time, but the Participant may
have the said forfeiture restored, if he is reemployed by the Company
or an Affiliated Company and repays
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the previously distributed amount within five (5) years of his
Employment Severance Date, or
(2) on the fifth anniversary of his Employment Severance Date, even though
he does not receive a distribution as a result of his termination of
employment and even though he is reemployed by the Company or an
Affiliated Company, if his Reemployment Date is not within five (5)
years of his Employment Severance Date;
provided, however, that a Participant's Vesting Service with respect to
Company Matching Contributions made after his Reemployment Date will
include his Vesting Service prior to his Employment Severance Date, if his
Reemployment Date is less than five (5) years after his prior Employment
Severance Date.
(d) Notwithstanding any other provision in this Section to the contrary, if the
vesting provisions in subsection (b) of this Section should be amended in
the future, a Participant who has completed three (3) years of Vesting
Service at that time may elect to have his vested percentage in his Company
Contribution Account determined under the vesting provisions of subsection
(b) as they were set forth prior to the said amendment.
5.020 Retirement, Death, Layoff, Etc. Subject to the provisions of Section
5.050, as soon as practicable after the occurrence of a Participant's
Retirement, death, Layoff, disability of a least six (6) months duration or
termination of employment, but not later than sixty (60) days after the end of
the Plan Year in which the event occurs, a Participant or his Beneficiary (in
the case of the Participant's death) will receive all of the amounts described
in subsections (a) and (b). In the case, however, of Retirement, a Participant
who would otherwise receive a distribution pursuant to the preceding sentence
may nevertheless elect at any time prior to the effective date of the Retirement
to remain in the Plan without any further contributions and may elect to defer
the Retirement distribution to a later date, which date must not be later than
April 1 of the calendar year following the calendar year in which the
Participant attains age seventy and one-half (70 1/2). Distributions to such
Participants will be made pursuant to the terms of this Section, Section 5.030
and, if applicable, Section 5.031.
(a) With respect to Investment Funds other than Rockwell Stock Fund B, a
Participant will receive the entire balance of his Accounts in such Funds
in cash. Such balance will be determined in the manner set forth in Section
5.030, by reference to the value of the Participant's interest on the date
of his Retirement, layoff or termination of employment or, in the case of
the Participant's death or disability, on the date all documentation
necessary to effect distribution has been received by the Plan
Administrator or his delegate.
(b) With respect to Rockwell Stock Funds A and B, the Participant must receive
the balance of his Accounts in such Funds in shares of Rockwell common
stock equal in number to the maximum number of whole shares of common stock
which could be purchased at the closing price of that common stock on the
New York Stock Exchange -- Composite Transactions
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listing on that date or, in the event such date falls on a day on which for
any reason there are no trades of such stock reflected on such listing, the
last trading day preceding that date. In addition, the Participant will be
paid in cash the value of any partial shares of the said common stock and
the amount of any cash dividends received since that date which is
attributable to the number of whole shares of common stock distributed to
him.
5.030 Form of Distributions to Retiring Participants. Any Participant who is
eligible for and wishes to receive a distribution under Section 5.020 on account
of his Retirement will make an election concerning the form of distribution and
will provide such election to the Plan Administrator or the Plan Administrator's
delegate prior to Retirement. The form of distributions such a Participant may
elect will be in the form of either:
(a) a lump sum payment, or
(b) if the value of the Participant's Accounts at the time of the distributions
is at least Ten Thousand Dollars ($10,000.00), ten (10) or fewer annual
installment payments, such installment payments to be equal to the value of
the Participant's Accounts as of the Valuation Date immediately preceding
distribution, divided by the number of installments remaining at the time
of each payment. The initial installment payment will be made as soon as is
practicable after the effective date of the Participant's election, with
subsequent payments during the elected installment payment period to be
made as of the annual anniversary date of the initial installment payment.
If a Participant who had previously Retired and commenced receipt of installment
payments pursuant to subsection (b) returns to employment with the Company or an
Affiliated Company, such installment payments will be suspended until the
Participant's subsequent retirement, at which time he would be permitted again
to make the election described therein. In the event that no election concerning
the form of distribution has been made by a Retired Participant by the end of
the calendar year in which he has attained age seventy and one-half (70 1/2),
the distribution will be made in a lump sum.
5.040 Termination of Employment for Other Reasons. Subject to Section 5.050,
distributions from this Plan to Participants for reasons other than the
Participant's Retirement or, in the case of a Participant's death, distributions
to the Participant's Beneficiary, will in all cases be made in lump sum and will
be paid as soon as is practicable. If the Participant is reemployed as an
Employee, the Participant will not have any further right to receive a
distribution of benefits as a result of his prior termination of employment.
5.050 Participant's Consent to Distribution of Benefits. Notwithstanding any
other provisions of the Plan to the contrary, if the aggregate value of the
Accounts of a Participant who is no longer an Employee is in excess of Five
Thousand Dollars ($5,000.00) and the Participant has not attained age seventy
and one-half (70 1/2) at the time distribution of benefits under the Plan would
otherwise be made, no distribution of benefits under the Plan will be made,
unless
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the Plan Administrator or his delegate will first have obtained the
Participant's consent thereto. In the event such consent is not so obtained, the
Participant's Accounts will be retained by the Plan and will be maintained and
valued in accordance with Article IV. Distribution of the Participant's Accounts
pursuant to this Section will be made following the date on which the
Participant's consent to such distribution is obtained or, if earlier, the date
on which the Participant attains age seventy and one-half (70 1/2) or dies, in
the same manner as if the Participant had terminated employment on such date.
5.060 Transfer of Distribution Directly to Eligible Retirement Plan. If a
Participant, a Participant's spouse entitled to distribution as his Beneficiary
pursuant to Article VIII or a former spouse entitled to distribution pursuant to
Section 9.120(b) should so request in writing, the Plan Administrator will cause
all or a portion of the amounts (including shares of Rockwell common stock) with
respect to which the Participant would be taxed under Code ss.402 to be
transferred from the Trustee directly to the custodian of an Eligible Retirement
Plan specified by the Participant. Such request will be made, in the case of a
Participant, at the time his consent to such distribution is given to the Plan
Administrator pursuant to Section 5.050, or at such later date as the Plan
Administrator permits, or, in the case of the Participant's spouse or former
spouse, at such time as the Plan Administrator determines. Prior to effecting
such a transfer the Plan Administrator may require evidence reasonably
satisfactory to him that the entity to which such transfer is to be made is in
fact an Eligible Retirement Plan and that such Eligible Retirement Plan may
receive the distribution in the forms required under this Article.
ARTICLE VI: WITHDRAWALS AND LOANS
6.010 Withdrawals from Accounts by Participants under Age 59 1/2.
(a) A Participant who has not yet attained age fifty-nine and one-half
(59 1/2) may elect while still employed to withdraw certain amounts from
his Accounts. As soon as is practicable after the Plan Administrator's
receipt of such an election, there will be paid or transferred to such
Participant cash and, if applicable, common stock from his Accounts in the
following order:
(1) first, from that portion of his After-tax Contribution Account which is
attributable to his Supplemental After-tax Contributions;
(2) second, from that portion of his After-tax Contributions Account which
is attributable to his Basic After-tax Contributions;
(3) third, from his Rollover Account;
(4) fourth, if applicable, from that portion of his Company Contribution
Account, if vested, which is attributable to his Basic After-tax
Contributions;
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(5) fifth, from that portion of his Pre-tax Contribution Account which is
attributable to his Supplemental Pre-tax Contributions; and
(6) sixth, from that portion of his Pre-tax Contribution Account which is
attributable to his Basic Pre-tax Contributions.
(b) Withdrawals pursuant to this subsection may only be made by a Participant
once every six (6) months; provided, however, that this limitation may be
waived by the Plan Administrator for the six-month period immediately
following any due declaration by the President of the United States under
applicable federal law that a particular occurrence or situation
constitutes a national disaster condition, if the withdrawal is requested
for a reason associated with financial need of the Participant resulting
from the effects of the said condition.
(c) If a Participant should withdraw an amount, if applicable, from his Company
Contribution Account, Company Matching Contributions will be suspended and
will not be made to his Company Contribution Account during the six-month
period immediately following the withdrawal.
(d) Withdrawals from a Participant's Pre-tax Contribution Account pursuant to
subsections (a)(6) and (a)(7) prior to his attainment of age fifty-nine and
one-half (59 1/2) will only be permitted upon the occurrence of a
Hardship and such withdrawals will be administered pursuant to Section
6.030.
(e) With the exception of the types of withdrawals available to certain
Participants pursuant to subsection (d), no Participant will be permitted
to withdraw amounts in his Company Contribution Accounts which are
attributable to his Basic Pre-tax Contributions prior to his attainment of
age fifty-nine and one-half (59 1/2).
(f) Withdrawals from Rockwell Stock Funds A and B must be in the form of
Rockwell common stock.
6.020 Withdrawal from Accounts by Participants Over Age 59 1/2.
(a) A Participant who has attained age fifty-nine and one-half (59 1/2) and
is still employed by the Company may elect to withdraw any or all of the
amounts in his Accounts. As soon as is practicable after the Plan
Administrator's receipt of such an election, there will be paid or
transferred to such Participant cash and, if applicable, common stock from
his Accounts in the following order:
(1) first, from that portion of his After-tax Contribution Account which is
attributable to his Supplemental After-tax Contributions;
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(2) second, from that portion of his After-tax Contributions Account which
is attributable to his Basic After-tax Contributions;
(3) third, from his Rollover Account;
(4) fourth, from that portion of his Pre-tax Contribution Account which is
attributable to his Supplemental Pre-tax Contributions;
(5) fifth, from that portion of his Pre-tax Contribution Account which is
attributable to his Basic Pre-tax Contributions;
(6) sixth, if applicable, from that portion of his Company Contribution
Account which is attributable to Company Matching Contributions
associated with his Basic After-tax Contributions; and
(7) seventh, if applicable, from that portion of his Company Contribution
Account which is attributable to Company Matching Contributions
associated with his Basic Pre-tax Contributions.
(b) Withdrawals from Rockwell Stock Funds A and B must be in the form of
Rockwell common stock, but withdrawals from the Special Stock Funds may, at
the election of the withdrawing Participant, be in the form of cash or, as
applicable, in the form of Exxon, Boeing, Meritor or Conexant common stock.
Such a withdrawal, if in cash, will be for a minimum of One Hundred Dollars
($100.00) and, if in the form of common stock, will be in the number of
whole shares whose market values is One Hundred Dollars ($100.00) or more
at the time of the withdrawal.
6.030 Hardship Withdrawals from Pre-tax Accounts. Subject to any restrictions
the Plan Administrator might establish with respect to loans made pursuant to
Section 6.060, the following provisions may apply, in the event of the
occurrence of a Hardship.
(a) An Participant who has not attained age fifty-nine and one-half (59 1/2)
may request approval to withdraw some or all of the balance of his Pre-tax
Contribution Account, if the Participant can demonstrate that the
withdrawal is required as a result of a Hardship (including payment of any
federal, state or local income taxes and penalties reasonably anticipated
to result from such Hardship withdrawal).
(b) Any determination of the existence of a Hardship, the reasonable
availability to the Participant of funds from other sources and the amount
necessary to be withdrawn on account of such Hardship will be made on the
basis of all relevant facts and circumstances and in accordance with the
provisions of this Section and Section 1.370, as applied in a uniform and
nondiscriminatory manner. Such determination may, if it is reasonable in
light
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of all relevant and known facts and circumstances, be based upon the
Participant's representation that the Hardship cannot be relieved:
(1) through reimbursement or compensation by insurance or otherwise;
(2) by reasonable liquidation of the Participant's assets, to the extent
that such liquidation would not itself cause an immediate and heavy
financial need;
(3) by suspension of Participant Contributions to the Plan; or
(4) by other distributions (other than Hardship distributions) or loans
(which meet the requirements of Code ss.72(p)) from the Plan and any
other plan maintained by an Affiliated Company or by any former
employer or by borrowing from commercial sources at reasonable
commercial rates.
(c) An individual who receives a Hardship distribution pursuant to this Section
prior to his attainment of age fifty-nine and one-half (59 1/2) will not
be permitted to make any Participant Contributions to the Plan during the
twelve (12) months immediately following his receipt of the said Hardship
distribution. In addition, such Hardship distributions will only be
available to Participants hereunder only once every six (6) months.
6.040 Forfeitures.
(a) If applicable and subject to the exception described in subsection (b), in
the event that a Participant with less than three (3) years of Vesting
Service makes a withdrawal under Section 6.010 with the result that his
Basic After-tax Contribution Account is the source of some or all of such
withdrawal, the Participant will at that time forfeit the unvested portion
of his Company Contribution Account which is attributable to the
withdrawal. The forfeitable interest which is attributable to the
Participant's Basic After-tax Contributions will be determined by
multiplying the dollar balance of the Participant's Company Contributions
Account by a fraction, the numerator of which is equal to the dollar value
of the Basic After-tax Contributions which were withdrawn by the
Participant and the denominator of which is the total dollar value of his
After-tax Contribution Account attributable to his Basic After-tax
Contributions (both such dollar values to be determined as of the date of
the withdrawal). The Participant may have the forfeiture restored, if he
repays, as an Employee of the Company, the amount previously withdrawn
within five (5) years of the withdrawal; provided, however, that such a
repayment will not be permitted within the first twelve (12) months
immediately following the withdrawal.
(b) If a Participant applies for and receives a Hardship withdrawal, pursuant
to Section 6.030, from his Basic and/or Supplemental Pre-tax Contribution
Account, the forfeitures described in subsection (a) will not be
applicable.
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6.050 Allocation of Withdrawals Among Investment Funds. Withdrawals and
forfeitures under Sections 6.010 through 6.040 will be taken from a
Participant's Accounts in the Investment Funds in a pro rata fashion, based upon
the relative size of such Accounts.
6.060 Loans. The Plan Administrator will establish, and may from time to time
modify, procedures pursuant to which any Employee or other "party in interest"
(as defined in ERISA ss.3(14)) may apply for and receive a loan from the Plan,
in an amount not exceeding the least of (a), (b), (c) or (d):
(a) the aggregate of the balances in the borrower's Pre-tax and After-tax
Contribution Accounts and, if applicable, in his Rollover Account;
(b) an amount which, when combined with all outstanding loans to the borrower
from all other plans of all Affiliated Companies, equals Fifty Thousand
Dollars ($50,000.00), reduced by the excess, if any, of
(1) the highest outstanding and unpaid balances of all prior loans to the
borrower from the Plan and such other plans during the twelve (12)
month period immediately preceding the date on which such loan is made,
over
(2) the outstanding balance of any loan to the borrower from the Plan or
such other plans on the date on which the loan is made;
(c) one-half (1/2) of the aggregate of the balances of the borrower's
Accounts; or
(d) such amount, not exceeding the amounts described in (a) through (c) above,
as the Plan Administrator determines.
All such loans will be made available to all eligible Employees and other
parties in interest on a reasonably equivalent and non-discriminatory basis and
will be governed by the provisions of Appendix A, as such Appendix is from time
to time constituted, pursuant to determination of the Plan Administrator.
6.070 Transfers to Certain Affiliated Company Plans. A Participant who though
remaining an Employee is no longer an Eligible Employee may elect, if his
continuing employment is with an Affiliated Company, to have the entire amount
credited to his Accounts in this Plan transferred to any qualified individual
account plan of the said Affiliated Company; provided, however, that such
transferred amount will consist of and be limited to:
(a) cash, in the case of amounts attributable to the Participant's interest in
Investment Funds other than Rockwell Stock Fund B or the Special Stock
Funds;
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(b) Rockwell common stock, in the case of amounts attributable to the
Participant's interest, if any, in Rockwell Stock Funds A and B;
(c) cash or common stock, as elected by the Participant, in the case of amounts
attributable to the Participant's interest, if any, in one of the Special
Stock Funds; and
(d) in the case of a Participant to whom a loan has been made pursuant to
Section 6.060, the Participant's loan.
6.080 Transfer of Distribution or Withdrawal to Eligible Retirement Plan.
Except in the case of Hardship withdrawals pursuant to Section 6.030, if a
Participant who is entitled to an service withdrawal under this Article VI
should so request in writing at the time his election to receive such withdrawal
is made or at such later date as the Plan Administrator may permit, the Plan
Administrator will cause all or a portion of the amounts (including shares of
Rockwell common stock) with respect to which the Participant would be taxable
under Code ss.402 to be transferred from the Trustee directly to the custodian
of an Eligible Retirement Plan specified by the Participant. Prior to effecting
such transfer the Plan Administrator will require evidence reasonably
satisfactory to him that the entity to which such transfer is to be made is in
fact an Eligible Retirement Plan and that such Eligible Retirement Plan may
receive the distribution in the forms required under this Article.
ARTICLE VII: DEATH BENEFITS
7.010 Designation of a Beneficiary. Subject to the provisions of Section
7.020, in the event of a Participant's death, payment of the benefits provided
under this Plan will be made to such person or persons as he has designated as
his Beneficiary to receive such benefits.
7.020 Spouse as Automatic Beneficiary. In the case of a Participant who has
been married for at least one (1) year at the time of his death and who dies
prior to complete distribution of his Accounts, the Beneficiary will be deemed
to be the Participant's spouse regardless of any contrary designation, unless
the Participant has filed with the Plan Administrator a written Beneficiary
designation naming a person or persons other than such spouse. Such written
designation must be accompanied by a written consent of the Participant's
spouse, but may be accepted by the Plan Administrator without such a written
consent, if it is established to the Plan Administrator's satisfaction that such
a written consent cannot be obtained because:
(a) there is no spouse;
(b) the spouse cannot be located; or
(c) other circumstances exist, as permitted under Code ss.417(a)(2), which
prevent presentation of such consent to the Plan Administrator.
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such written consent (which must be witnessed by a notary public) must be on a
form furnished to the Participant by the Plan Administrator and must acknowledge
the effect of the consent. In
the event that a Participant has a new spouse to whom he has been married for a
one (1) year period, the previous designation of a prior spouse will be void and
the new spouse will be deemed to be the Participant's Beneficiary, unless the
Participant makes a written designation of a person or persons other than the
new spouse in a manner described above in this Section.
7.030 Beneficiary Changes. A Participant may change his designation of
Beneficiary at any time by filing a request for such change with the Plan
Administrator (or such other person as is designated by the Plan Administrator).
Such change will become effective only upon receipt of the request by the Plan
Administrator (or the Plan Administrator's delegate), but upon such receipt, the
change will relate back to and be effective as of the date the Participant
signed such request; provided, however, that the Plan Administrator, the other
named fiduciaries and the Trust Fund will be not be liable in any way or to any
degree for any payment made to the Beneficiary designated before receipt of such
request.
7.040 Participant's Estate as Beneficiary in Certain Cases. The benefits payable
from a Participant's Accounts at the time of his death will be paid to the
Participant's estate, if any of the following circumstances should exist at the
time of his death:
(a) no valid designation of Beneficiary exists pursuant to this Article;
(b) the Plan Administrator or Trustee has a doubt as to the rights of a
potential Beneficiary; or
(c) a previously designated Beneficiary predeceases the Participant.
In such case, the Plan Administrator and the Trustee will not be individually
liable in any manner and to any degree with respect to such payment.
7.050 Payment to a Beneficiary. Upon receipt by the Plan Administrator (or
another person designated by him) of evidence satisfactory to such person of the
death of a Participant and of the identity and existence at the time of such
death of the Beneficiary, the Plan Administrator will direct the Trustee to pay
the Participant's Accounts to such Beneficiary.
ARTICLE VIII: TRUST AGREEMENT
8.010 Establishment of Trust Fund. The property resulting from contributions
made on behalf of all Participants, including contributions made by the Company,
will be held in a Trust Fund by a Trustee selected by the EB Committee pursuant
to a Trust Agreement entered into between such Trustee and the EB Committee.
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8.020 Investment Funds and Stock Funds. The Plan, as well as the Trust Fund
associated with the Plan, is intended to at all times be structured and
administered in a manner which conforms to the requirements of ERISA ss.404(c).
In keeping with the requirements of the said ERISA provision, the Trustee will
establish and maintain as parts of the Trust Fund individual Investment Funds
and Stock Funds, as are described below.
(a) The Investment Funds available under the Trust Fund will consist of mutual
funds or collective funds, accounts or other similar investment vehicles,
which will consist of and be identical to the individual Plan Investment
Funds described in Appendix B (including the investment objectives and
general descriptions of the forms of securities or other property held in
such Funds) as the said Appendix may be from time to time constituted.
(b) The Stock Funds are as described below:
(1) Rockwell Stock Fund A will consist of all cash, Rockwell common stock
and the proceeds and income from that common stock, which are
attributable, if applicable, to Company Matching Contributions. The
dividends or other proceeds or income received by Rockwell Stock Fund A
will be invested by the Trustee in Rockwell common stock and will
remain in the said Rockwell Stock Fund A.
(2) Rockwell Stock Fund B will consist of all cash, Rockwell common stock
and the proceeds and income on such cash and common stock attributable
to the Participant Contributions designated as contributions to the
said Rockwell Stock Fund B. The dividends or other proceeds or income
received by Rockwell Stock Fund B will be invested by the Trustee in
Rockwell common stock and will remain in the said Rockwell Stock Fund
B.
8.030 Trustee's Powers and Authority. Subject to the provisions of Section
8.050 concerning certain power and authority connected with the common stock of
Rockwell, which is held in Rockwell Stock Funds A and B, the Trustee will have
full authority and discretion with respect to management of the assets of the
Trust Fund, including management of the assets of the individual Investment
Funds held thereunder.
8.040 Statutory Limits. In making all investments pursuant to this Plan, the
Trustee will:
(a) be subject to applicable provisions of ERISA governing the exercise of its
fiduciary responsibilities on behalf of the Trust Fund and this Plan, as
well as to all applicable securities laws governing the investments of the
Trust Fund (including any investment companies or mutual funds therein),
but will not be bound by any law or any court doctrine of any state or
jurisdiction limiting trust investments, except as otherwise provided or
permitted by ERISA;
(b) at all times give consideration to the cash requirements of the Plan; and
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(c) not cause the Plan to engage in any transaction constituting a prohibited
transaction under ERISA ss.406.
8.050 Duty of Trustee as to Common Stock in Stock Funds.
(a) Except as otherwise provided in this Section, the duty with respect to the
voting, retention, and tendering of common stock held in the Rockwell Stock
Funds A and B will lie solely with the Trustee and will be exercised in the
Trustee's discretion.
(b) With respect to any matter as to which a vote of the outstanding shares of
such common stock held in such a Stock Fund is solicited:
(1) the Trustee will solicit the direction in writing of each Participant,
as to the manner in which voting rights of the Participant's vested and
non-vested shares of common stock held in or credited to a Stock Fund
as of the record date fixed for determining the holders of common stock
entitled to vote on such matter are to be exercised with respect to
such matter, and the Trustee will exercise the voting rights of such
shares with respect to such matter in accordance with the last-dated
timely written direction, if any, of such Participant; and
(2) the Trustee, in its sole discretion, will exercise voting rights of
shares of common stock held in the Stock Funds as to which no timely
direction has been received pursuant to paragraph (1).
(c) In the event of any Tender Offer:
(1) the Trustee will solicit the direction in writing of each Participant,
as to the tendering or depositing of any vested or non-vested shares of
common stock held in any Stock Fund with respect to such Participant
and, except as limited by subsection (d), will tender or deposit such
shares pursuant to any such Tender Offer in accordance with the last
dated timely written direction, if any, of such Participant;
(2) the Trustee will have the duty, except as limited by subsection (d),
with respect to the retention, tendering or depositing of shares of
common stock held in any Stock Fund as to which no timely direction has
been received pursuant to paragraph (1);
(d) Shares of common stock held in the Stock Funds will not be tendered or
deposited by the Trustee pursuant to any such Tender Offer until the
earlier of:
(1) immediately preceding the scheduled expiration of the Tender Offer
pursuant to which such shares are to be tendered or deposited, or
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(2) immediately preceding the expiration of the period during which such
shares of common stock will be taken up and paid for on a pro rata
basis pursuant to such Tender Offer, or
(3) the expiration of thirty (30) days from the date of the Trustee's
solicitation of Participants' written direction pursuant to subsection
(c)(1).
(e) The duty with respect to the withdrawal, or other exercise of any right of
withdrawal, of shares of common stock held in a Stock Fund which have been
tendered or deposited pursuant to any such Tender Offer will be solely that
of the Trustee; provided that the Trustee may solicit the direction in
writing of each Participant with respect to whom any such shares of common
stock have been tendered or deposited pursuant to any such Tender Offer as
to the withdrawal of, or other exercise of any right to withdraw, such
shares of common stock and, if such solicitation is made, the Trustee will
act in accordance with the last dated timely written direction, if any, of
each such Participant.
8.060 Rights in the Trust Fund. Nothing in the Plan or in the Trust
Agreement will be deemed to confer any legal or equitable right or interest in
the Trust Fund in favor of any Participant, Beneficiary or other person, except
to the extent expressly provided in the Plan.
8.070 Taxes, Fees and Expenses of the Trustee.
(a) The reasonable fees and expenses of the Trustee (including the reasonable
expenses of the Trustee's counsel) will be paid from the Trust Fund and
will constitute a charge on the Trust Fund until so paid; provided,
however, that in no event will the Trust Fund nor the Company (unless the
Company is specifically so directed by resolution of the Company's Board of
Directors) pay any such Trustee fees or expenses:
(1) for preparation or prosecution of any action against the Company, the
Plan, any member of the EB Committee or the Plan Administrator, or
(2) for the defense or settlement of, or the satisfaction of a judgment
related to, any proceeding arising either out of any alleged
misfeasance or nonfeasance in any person's performance of duties with
respect to the Plan or out of any alleged wrongful act against the
Plan.
Included in the reasonable expenses payable from the Trust Fund are any
direct internal costs (which may include reimbursement of compensation of
employees of the Company) associated with Plan operations and
administration, the payment of which will be in conformity with the
requirements of Title I of ERISA. Neither the Plan Administrator nor the
members of the EB Committee may be compensated from the Plan but may be
compensated by the Company for services rendered on behalf of the Plan.
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(b) Brokerage fees, commissions, stock transfer taxes and other charges and
expenses incurred in connection with transactions relating to the
acquisition or disposition of property for or of the Trust Fund, or
distributions therefrom, will be paid from the Trust Fund. Taxes, if any,
payable by the Trustee on the assets at any time held in the Trust Fund or
on the income thereof will be paid from the Trust Fund.
ARTICLE IX: ADMINISTRATION
9.010 General Administration. Authority to control and manage the operation
and administration of the Plan is vested in the EB Committee, except to the
extent that:
(a) the Plan Administrator is allocated any such authority under the Plan;
(b) the Trustee may, pursuant to Article VIII, be granted exclusive authority
and discretion to manage and control all or any portion of the assets of
the Plan;
(c) the EB Committee, the Plan Administrator, the Retirement Committee and the
Trustee constitute ERISA named fiduciaries of the Plan.
9.020 EB Committee. The Board of Directors will, from time to time, determine
the size of the EB Committee and appoint its individual members. The EB
Committee will act, with or without a meeting, in a manner consistent with the
rules and regulations adopted pursuant to Section 9.060(c).
9.030 EB Committee Records. The EB Committee will keep such records and data
as it deems appropriate and it will from time to time file with the Board of
Directors such reports as the latter may request. It will be a function of the
EB Committee to keep records of the assets of the Trust Fund, based upon reports
furnished by the Trustee, and the evaluations placed thereon by the Committee
will be final and conclusive.
9.040 Funding Policy. The EB Committee will be responsible for determining a
funding policy of the Plan and will from time to time advise the Trustee of such
policy.
9.050 Allocation and Delegation of Duties Under Plan. The EB Committee and
the Plan Administrator each have the following powers and authorities:
(a) to designate agents to carry out responsibilities relating to the Plan,
other than fiduciary responsibilities; and
(b) to employ such legal, consultant, medical, accounting, clerical and other
assistance as it may deem appropriate in carrying out the provisions of
this Plan including one or more persons to render advice with regard to any
responsibility any fiduciary may have under the Plan.
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9.060 EB Committee Powers. In addition to any powers and authority conferred
on the EB Committee elsewhere in the Plan or by law, the EB Committee has the
following powers and authority:
(a) to allocate fiduciary responsibilities, other than trustee responsibilities
(responsibilities under the Trust Agreement to manage or control the Plan
assets) to one or more members of the EB Committee or to the Plan
Administrator and to designate one or more persons (other than the Trustee)
to carry out such fiduciary responsibilities;
(b) to determine the manner in which the assets of this Plan, or any part
thereof, will be disbursed by the Trustee, except as relates to the making
and retention of investments; and
(c) to establish rules and regulations from time to time for the conduct of the
EB Committee's business and for the administration and effectuation of its
responsibilities under the Plan.
9.070 Plan Administrator. In addition to any powers and authority conferred
on the Plan Administrator elsewhere in the Plan, the Plan Administrator has the
following powers and authority:
(a) to administer, interpret, construe and apply this Plan and to decide all
questions which may arise or which may be raised by any Employee,
Participant, Beneficiary, or other person whatsoever, and the actions or
decisions of the Plan Administrator in regard thereto, or in regard to
anything or matter otherwise within his discretion, will be conclusive and
binding on all Employees, Participants, Beneficiaries, and other persons
whatsoever;
(b) to designate one or more persons, other than the Trustee, to carry out
fiduciary responsibilities (other than trustee responsibilities);
(c) to establish rules and regulations from time to time for the administration
and effectuation of his responsibilities under the Plan.
The Plan Administrator has such other responsibility as is designated by ERISA
as the responsibility of the administrator of the Plan and will have such other
power and authority as is necessary to fulfill his responsibilities under ERISA
or under the Plan.
9.080 Reliance Upon Documents and Opinions. The members of the EB Committee
and the Retirement Committee, the Plan Administrator, the Board of Directors and
the Company will be entitled to rely upon any tables, valuations, computations,
estimates, certificates and reports furnished by any consultants or consulting
firms, opinions furnished by legal counsel and reports furnished by the Trustee.
The members of the EB Committee, the Plan Administrator, the Board of Directors
and the Company will be fully protected and will not be liable in any manner
whatsoever, except as otherwise specifically provided by law, for anything done
or action taken
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or suffered in reliance upon any such consultant, Trustee or counsel. Any and
all such things done or such actions taken or suffered by the EB Committee, the
Plan Administrator, the Board of Directors and the Company will be conclusive
and binding on all Employees, Participants, Beneficiaries, and other persons
whatsoever except as otherwise specifically provided by law. The EB Committee
and the Plan Administrator may, but are not required to, rely upon all records
of the Company with respect to any matter or thing whatsoever, and to the extent
they rely thereon, such records will be conclusive with respect to all
Employees, Participants, and Beneficiaries.
9.090 Requirement of Proof. The EB Committee, the Plan Administrator, the
Retirement Committee, the Board of Directors or the Company may require
satisfactory proof of any matter under this Plan from or with respect to any
Employee, Participant, or Beneficiary, and no such person may acquire any rights
or be entitled to receive any benefits under this Plan until such proof is
furnished as so required.
9.100 Limitation on Liability and Indemnification. Except as provided in Part
4 of Title 1 of ERISA, no person will be subject to any liability with respect
to his duties under the Plan, unless he acts fraudulently or in bad faith. No
person will be liable for any breach of fiduciary responsibility resulting from
the act or omission of any other fiduciary or any person to whom fiduciary
responsibilities have been allocated or delegated, except as provided in ERISA
ss.405(a) and 405(c)(2)(A) or (B). No action or responsibility will be deemed to
be a fiduciary action or
responsibility except to the extent required by ERISA. To the extent permitted
by law, the Company will indemnify the Board of Directors, the Plan
Administrator, each member of the EB Committee, each member of the Retirement
Committee and any other employee of the Company with duties under the Plan
against expenses (including any amount paid in settlement) reasonably incurred
by him in connection with any claims against him by reason of his conduct
(except for his willful misconduct) in the performance of his duties under the
Plan.
9.110 Mailing and Lapse of Payments. All payments under the Plan will be
delivered in person or mailed to the last address of the Participant (or, in the
case of the death of the Participant, to that of any other person entitled to
such payments under the terms of the Plan) furnished pursuant to Section 9.150
below. If the Plan Administrator cannot, by making a reasonably diligent attempt
by mail, locate either the Participant or his Beneficiary, as the case may be,
for a period of seven years, such Participant or Beneficiary will be presumed
dead. If payment cannot be made alternately to the estate of either and no
surviving spouse, child, grandchild, parent, brother or sister of the
Participant or his Beneficiary are known to the Plan Administrator or the
Trustee or, if known, cannot with reasonable diligence be located, the amount
payable will be retained by the Trustee until the amount can be distributed
pursuant to the provisions of this Plan or of applicable law.
9.120 Non-Alienation. No right or benefit provided for in the Plan will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance (including garnishment, attachment, execution or levy of any
kind or charge) and any attempt to anticipate,
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alienate, sell, transfer, assign, pledge, encumber or charge the same will be
void; provided, however, that the foregoing will not apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to:
(a) a levy for federal income tax issued against the Participant by the
Internal Revenue Service; or
(b) a domestic relations order, which the Plan Administrator determines is a
qualified domestic relations order under Code ss.414(p) and which requires
that the order's alternate payee (as defined in the said Code section) will
be paid in a lump sum as soon as is practicable following the order's
issuance.
9.130 Notices and Communications. Each Participant will be responsible for
furnishing the Plan Administrator with his current address and the correct
current name and address of his Beneficiary. All communications from
Participants must be in the manner from time to time prescribed by the Plan
Administrator and must be addressed or communicated (including telephonic
communications) to such entity or Company office as may be designated by the
Plan Administrator, and will be deemed to have been given to the Company when
received by such entity or Company office. Each communication directed to a
Participant or Beneficiary must be in writing and may be delivered in person or
by mail, in which latter event it will be deemed to have been delivered and
received by him when so deposited in the United States Mail with postage prepaid
addressed to the Participant or Beneficiary at his last address of record with
the office designated by the Plan Administrator.
9.140 Company Rights. The Company's rights to discipline or discharge
Employees or to exercise its rights as to incidents and tenure of employment
will not be affected in any manner by reason of the existence of the Trust
Agreement or the Plan, or any action taken under them.
9.150 Payments on Behalf of Incompetent Participants or Beneficiaries. In the
event that the Plan Administrator or his designee finds that any Participant or
Beneficiary to whom a benefit is payable under the terms of this Plan is unable
to care for his affairs because of illness or accident, is otherwise mentally or
physically incompetent, or unable to give a valid receipt, the Plan
Administrator may cause the payment becoming due to such Participant or
Beneficiary to be paid to another person for his benefit without responsibility
on the part of the Plan Administrator, the EB Committee, the Retirement
Committee, the Company or the Trustee to follow the application of such payment.
Any such payment will be a payment for the account of the Participant or
Beneficiary and will operate as a complete discharge of all liability therefor
under this Plan of the Trustee, the Company, the Plan Administrator, the
Retirement Committee and the EB Committee.
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ARTICLE X: PARTICIPANT CLAIMS
10.010 Requirement to File Claim. A Participant wishing a distribution or
withdrawal from the Plan must present a claim, in such manner and pursuant to
such procedure established by the Plan Administrator, to the Retirement
Committee or the person or entity designated by the Retirement Committee. A
claimant who fails to comply with the manner and procedure designated by the
Plan Administrator will be deemed not to have made such claim. Unless otherwise
communicated to the claiming Participant by the Retirement Committee, the said
Committee will approve or deny such claim in writing within thirty (30) days any
claim which has been so presented.
10.020 Appeal of Denied Claim. A Participant whose claim has been denied by
the Retirement Committee may appeal the denial to the Plan Administrator by
filing a written appeal within sixty (60) days of the date of the denial. The
Participant will, for the purpose of preparation of such appeal, have the right
to inspect any document (including computerized records) relied upon by the
Retirement Committee in denying the claim. The Plan Administrator will make a
final, full and fair review of any such decision which is appealed. A decision
which is not appealed within the time herein provided will be final and
conclusive as to any matter which was presented to the person making such
decision.
ARTICLE XI: AMENDMENT, MERGERS, TERMINATION, ETC.
11.010 Amendment. The Board of Directors may, at any time and from time to
time, amend this Plan in whole or in part. However, except as provided in
Section 14.040 below, no amendment may be made, the effect of which would be:
(a) to cause any contributions paid to the Trustee to be used for or diverted
to purposes other than providing benefits to the Participants and their
Beneficiaries, and defraying reasonable expenses of administering the Plan,
prior to satisfaction of all liabilities with respect to Participants and
their Beneficiaries;
(b) to have any retroactive effect so as to deprive any Participant or
Beneficiary of any benefit to which he would be entitled under this Plan if
his employment were terminated immediately before such amendment; or
(c) to increase the responsibilities or liabilities of the Trustee without its
written consent.
11.020 Transfer of Assets and Liabilities. The EB Committee at any time may,
in its sole discretion and without the consent of the Participant or his
representative, cause the Trustee to segregate part of the assets of the Trust
Fund into one or more separate trust funds and designate a group of Participants
whose benefits will be provided solely from each such segregated fund.
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<PAGE>
The Board of Directors may, in its sole discretion without the consent of any
Participant or his representative, establish a separate plan to cover any such
group of Participants. The initial terms and conditions of any such plan will be
identical to the extent such terms and conditions affect the rights of
Participants under the Plan. Amendment to the Plan will not be necessary to
carry out the provisions of this Section.
11.030 Merger Restriction. The Company may, by action of the Board of
Directors, merge this Plan, in whole or in part, with any other plan sponsored
by the Company or by an Affiliate of the Company. Notwithstanding any other
provision in this Plan, the Plan may not in whole or in part be merged or
consolidated with, or have its assets or liabilities transferred to any other
plan, unless each affected Participant in this Plan would (if the 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 immediately before the merger, consolidation, or transfer
(if the Plan had then terminated).
11.040 Suspension of Contributions. The Company may, without amendment of the
Plan and without the consent of any Participant or representative of any
Participant, suspend contributions to the Plan as to all or certain Participants
by action of the Board of Directors. In any event, the Company will suspend
contributions at any time when the amount of any contribution by it would be in
excess of the earnings, including retained earnings, of the Company. Upon a
suspension, the EB Committee may, in its sole discretion permit the Trust Fund
to continue to be held by the Trustee, or may segregate one or more parts of the
Trust Fund, as provided in Section 11.020.
11.050 Discontinuance of Contributions. The Company may, by action of the
Board of Directors, without amendment of the Plan and without the consent of any
Participant or representative of any Participant, discontinue such contributions
to the Plan as to all or certain Participants.
11.060 Termination. The Company may terminate or partially terminate the Plan
at any time. Upon such termination or partial termination of the Plan, or upon a
complete discontinuance of contributions pursuant to Section 11.050, the
Accounts of each affected Participant will remain fully vested and
nonforfeitable. In the event of termination or partial termination the EB
Committee may, without the consent of any Participant or other person, permit
the Trustee to retain all or part of the Trust Fund or distribute all or part of
the Trust Fund to the Participants or their spouses or Beneficiaries.
ARTICLE XII: STATUTORY LIMITATIONS
12.010 Annual Limits of Participants' Account Increases. This Article is
intended to conform the Plan to the requirements of Code ss.415, and the
regulations issued thereunder; and will be administered and interpreted in
accordance with such requirements and regulations; and
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<PAGE>
notwithstanding any provision of this Plan to the contrary, no amount may be
credited to any Participant's Account which is in excess of the limitation
imposed by said ss.415, as from time to time amended or replaced. The amount
allocated in each calendar year to any Participant under the combination of
defined contribution plans of all Affiliated Companies cannot exceed the lesser
of Thirty Thousand Dollars ($30,000.00), or such larger amount as may be
established under Code ss.415(d)(1)(B) to reflect an increase in the cost of
living, or 25% of the Participant's total compensation. For purposes of this
limitation, the amount allocated will be deemed to be comprised of Company
Matching Contributions and the Participant's Pre-tax and After-tax
Contributions.
12.020 Limits as to Combined Plans. In the case of a Participant who also is a
participant in a defined benefit pension plan which is or was maintained by the
Company or an Affiliated Company and to which Code ss.415 applies, the
limitation set forth herein will be further adjusted in compliance with Code
ss.415(e). In making such adjustment, the maximum benefit allowable will be paid
hereunder before applying the limitations on the defined benefit plan.
12.030 Combining Similar Plans. For purposes of this Article, all defined
contribution plans which are required to be aggregated under Code ss.414(b) will
be so aggregated and the limitation set forth herein will be applied to the
total amounts allocated under all such plans.
ARTICLE XIII: TOP HEAVY PROVISIONS
13.010 Definitions. Solely for purposes of this Article, the following special
definitions apply:
(a) "Top Heavy Plan" means a qualified retirement plan, including this Plan if
applicable, which is included in, or which constitutes, an Aggregation
Group under which, as of the Determination Date, the sum of the present
values of accrued benefits for all Key Employees under all defined benefit
plans in the Aggregation Group and the aggregate of all accounts of Key
Employees under all defined contribution plans in the Aggregation Group
exceeds sixty percent (60%) of the sum of the present values of accrued
benefits under all such defined benefit plans and of all accounts under all
such defined contribution plans for all participants under such plans.
(b) "Key Employee" means each Employee or former Employee who has, at any time
during the five (5) year period ending on the Determination Date, performed
services for an Affiliated Company and who is, at any time during the plan
year ending on the Determination Date, or was, during any one of the four
plan years preceding the plan year ending on the Determination Date, any
one or more of the following:
(1) an officer of the Company having annual compensation greater than fifty
percent (50%) of the amount in effect under Code ss.415(b)(1)(A) for
any plan year;
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<PAGE>
(2) one of the ten (10) persons having annual compensation from all
Affiliated Companies greater than the limitation in effect under Code
ss.415(c)(1)(A) and owning (or considered as owning within the meaning
of Code ss.318, as modified by Code ss.416(i)(B)(iii)), the largest
interests in the Company;
(3) any person owning (or considered as owning within the meaning of Code
ss.318, as modified by Code ss.416(I)(B)(iii), more than five percent
(5%) of the outstanding stock of the Company (or stock having more than
five percent (5%) of the total combined voting power of all stock of
the Company); or
(4) any person who has annual compensation of more than One Hundred and
Fifty Thousand Dollars ($150,000.00) and would be described in
paragraph (3) above, if "one percent (1%)" was substituted for "five
percent (5%)".
For purposes of determining whether a person is an officer in paragraph (1)
above, in no event will more than fifty (50) Employees or, if less than
fifty (50) Employees, the greater of three (3) Employees or ten percent
(10%) of all Employees, be considered Key Employees solely by reason of
officer status. In addition, persons who are merely nominal officers will
not be treated as officers solely by reason of their titles.
(c) "Determination Date" means the last day of the immediately preceding plan
year or, in the case of the first plan year of any plan, the last day of
such plan year.
(d) "Employee" means not only an Employee as defined in Article I, but also any
beneficiary of such Employee.
(e) "Aggregation Group" means a group of plans (including this Plan) maintained
by one or more Affiliated Companies in which a Key Employee is a
participant or which is combined with this Plan in order to meet the
coverage and nondiscrimination requirements of Code ss.ss.410 and
401(a)(4). The Aggregation Group also includes those plans other than this
Plan which need not be aggregated with this Plan to meet Code Requirements,
but which are selected by the Company to be part of a selective Aggregation
Group including this Plan, if the Aggregation Group would continue to meet
the requirements of Code ss.ss.401(a)(4) and 410 with such plans being
taken into account.
(f) "Non-Key Employee" means any employee who is not a Key Employee. Non-Key
Employee also means an employee who is a former Key Employee.
(g) "Compensation" means compensation as described in Code ss.415(c)(3),
including employer contributions made pursuant to any salary reduction
arrangement.
13.020 Application of this Article. In the event that this Plan is or becomes
a Top Heavy Plan, the Plan, where aggregated with each other defined
contribution plan in the Aggregation Group
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<PAGE>
in which a Key Employee is a participant, will provide a minimum allocation to
the account of each Participant who is not a Key Employee for each plan year to
which these rules apply equal to four percent (4%) of such Participant's
Compensation.
ARTICLE XIV: MISCELLANEOUS
14.010 Benefits Payable only from Trust Fund. All benefits payable hereunder
will be provided solely from the trust, and the Company assumes no
responsibility for the acts of the Trustee, except as provided in the Trust
Agreement.
14.020 Requirement for Release. Any payment to any Participant or a
Participant's present, future or former spouse or Beneficiary in accordance with
the provisions of this Plan will, to the extent thereof, be in full satisfaction
of all claims against the Plan, the Plan Administrator, the Trustee and the
Company, and the Trustee may require such Participant or Beneficiary, as a
condition precedent to such payment to execute a receipt and release to such
effect.
14.030 Transfers of Stock. Transfers of Rockwell common stock from the Plan
will be made as soon as practicable, but the Company, the Plan Administrator,
any other Named Fiduciary and the Trustee will not have any responsibility for
any decrease in the value of such common stock between the Valuation Date used
for determination of the number of shares to which the Participant is entitled
and the date of transfer by the transfer agent, nor will the Participant receive
any dividends, rights, options or warrants on such stock other than those
payable to stockholders of record as of a date on or after the date of transfer.
14.040 Qualification of the Plan. The Company intends for the Plan to be
qualified and approved by the Internal Revenue Service under Code ss.401(a) and
for Company Matching Contributions to be deductible by the Company for federal
income tax purposes. Continuation of the Plan is contingent upon and subject to
retaining such qualification and approval. Any modification or amendment of the
Plan or the Trust Agreement may be made retroactively by the Company, if
necessary or appropriate, to qualify or maintain the Plan and the Trust as a
plan and trust meeting the requirements of applicable provisions of the Code and
of other federal and state laws, as are now or in the future may be in effect.
No contribution made by the Company may revert to the Company, unless such
contribution was the result of a good faith mistake of fact, in which case such
contribution may be returned to the Company within one (1) year to the extent
permitted by all applicable laws.
14.050 Interpretation. The masculine gender will include the feminine and the
singular will include the plural unless the context clearly indicates otherwise.
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<PAGE>
Appendix A
PROCEDURES, TERMS AND CONDITIONS OF LOANS
Eligibility for Loans. The individuals eligible to obtain loans from the Plan
("Borrowers") are limited to:
(1) Employees, and
(2) non-Employees who are "parties in interest" (as defined in ERISA
ss.3(14))
who have Plan Account balances. An Employee who wishes to obtain a loan must be
employed on an active payroll of an Affiliated Company at the time of the loan
application. A party in interest who is not an Employee will be eligible to
obtain a loan only if an agreement can be provided by the party's current
employer to deduct and remit the required loan repayments to the Savings Plan.
Limitation on Number and Minimum Amount of Loans. Only two (2) loans to a
Borrower will be permitted to be outstanding from all Company sponsored savings
plans at any one time. Each loan must be for a minimum of One Thousand Dollars
($1,000.00).
Maximum Amount of Loan. The amount which a Borrower will be permitted to borrow
from the Plan is based on the aggregate value of the Borrower's Accounts,
determined in accordance with the Plan, and may not exceed the least of the
amounts described in Section 6.060 of the Plan. The maximum amount of any loan
will be further limited to ensure that, after applying the appropriate interest
rate and taking into account all applicable deductions, the resulting periodic
repayments will not exceed the Borrower's net earnings. The deductions referred
to in the preceding sentence include statutory withholdings, deductions for
employee benefits and all Pre-tax contributions to the Plan, but exclude credit
union, savings bond, charitable contribution and other similar deductions.
Loan Applications. Loan applications by prospective Borrowers will be made via
telephone to the Plan Administrator or such third party administrator as may be
designated by the Plan Administrator (either of whom is hereafter referred to as
the "Loan Administrator"). The Loan Administrator will then review the
telephonic application and determine eligibility for the loan. If the loan is
approved, the Loan Administrator will prepare and forward to the Borrower a
letter notifying the Borrower of the approval, together with a Truth in Lending
Statement and a check for the loan amount, all in form approved by the Plan
Administrator. The Borrower's endorsement of the loan check will be considered
to be the Borrower's agreement to the terms of the loan. Failure by the Borrower
to endorse the check within thirty (30) days after the date of the check will be
deemed to be a withdrawal by the Borrower of the loan application.
<PAGE>
Loan Initiation Fee. A fee in the amount of Seventy-five Dollars ($75.00) will
be assessed in connection with the initiation of each loan. This fee will be
deducted from the Borrower's Plan Account at the same time that the loan is
approved and processed.
Source of Loan Funds. Each loan will be funded by withdrawing the required
amounts from the Plan Account(s) of the Borrower in the following order:
First -- from amounts in the Borrower's After-tax Contribution Account
attributable to his Basic After-tax Contributions;
Second -- from amounts in the Borrower's After-tax Contribution Account
attributable to his Supplemental After-tax Contributions;
Third -- from amounts in the Borrower's Contribution Accounts
attributable to his Rollover and Transfer Contributions;
Fourth -- from amounts in the Borrower's Pre-tax Contribution Account
attributable to his Basic Pre-tax Contributions;
Fifth -- from amounts in the Borrower's After-tax Contribution Account
attributable to his Supplemental Pre-tax Contributions.
Subject to the provisions of the following paragraph, the loan amount will be
funded by the Borrower's Investment Funds in the applicable Accounts on a pro
rata basis, based upon the relative size of the balance of each such Fund in his
Accounts.
Determination of Loan Interest Rate. The interest rate to be charged for loans
will be one percent (1%) over the prime rate stated by The Wall Street Journal
published on the last business day of each calendar month.
Term of Loans. Loans will be permitted for terms of 12, 24, 36, 48 or 60 months
for loans other than those for the purpose of purchasing a primary residence,
which will be permitted for terms up to 120 months.
Repayments. Loan repayments by Employees will be deducted from the Employee's
pay check each pay period. If a pay check is insufficient to cover the full
amount of the loan repayment, no deduction will be made, and the repayment will
be deducted from the Employee's next pay check. Loan repayment schedules for
Borrowers who are not Employees will be developed on an individual basis, but
will parallel as closely as possible the loan repayment schedules for Employees.
Prepayments. Prepayment of a loan will not be permitted during the first 30
days of the loan's existence, but the full unpaid balance of the loan may be
prepaid by a Borrower at any time
-ii-
<PAGE>
after 30 days. Partial prepayments in excess of scheduled payroll deductions
will not be accepted.
Missed Payments. If any payment is not made, interest will continue to accrue on
such missed payment and subsequent payments will be applied first to accrued and
unpaid interest on the missed payment and then to principal. A notice will be
mailed to the last known address of the Borrower stating that if three (3)
consecutive months of payments are missed, the loan will be considered to be in
default.
Termination of Employment. If a Borrower who is an Employee terminates
employment or is on an unpaid Leave, or if a Borrower who is not an Employee is
no longer able to repay a loan through payroll deductions, the Borrower may
continue to make loan repayments by bank check, cashier check, personal check or
money order. Such repayments to the Plan will be made through the Loan
Administrator at an address to be provided to the Borrower by the Loan
Administrator.
Default. A loan will be considered to be in default after three (3) consecutive
months of payments have been missed during the term of the loan or when a
Borrower revokes a payroll deduction authorization. In the event of such a
default, a distribution of the loan amount, including both unpaid principal and
accrued but unpaid interest, will be deemed to have occurred (as described in
ss.1.401(k)-1(d)(6)(ii) of the Treasury Regulations) and an information return
reflecting the tax consequences, if any, to the Borrower will be issued. Upon
the occurrence of an event permitting actual distribution of the Borrower's
Account pursuant to the provisions of Code ss.401(k) (whether distribution of
the Borrower's entire Plan Account will actually be made or will be deferred
pursuant to applicable provisions of the Plan), the unpaid balance of a
defaulted loan will be charged off against the Borrower's Account. If no
distribution event has occurred, which would otherwise permit payment to the
Borrower under Code ss.401(k), the unpaid balance of the loan will be retained
in the Account until such time as payment would be permitted under that Code
section, at which time the unpaid balance of the loan, including any accrued and
unpaid interest, will be charged off against the Borrower's Account.
-iii-
<PAGE>
Appendix B
INVESTMENT FUNDS
A Participant's Pre-tax, After-tax, Rollover and Transfer Contributions may be
directed into any one or more of the following investment vehicles, which are
listed alphabetically below:
Fund Name Description
o Aggregate Bond Index Fund Objective is to provide investment
results which correspond to the
return on the fixed income
securities included in the Lehman
Brothers Aggregate Bond Index. The
Fund will invest in fixed income
securities included in that Index.
o Balanced Fund Objective is to provide income and
capital growth. The Fund will
invest in a diversified mix of
fixed income and equity securities.
o Diversified Fund Objective is to provide long-term
capital growth with income. The
Fund will invest principally in
common stocks and convertible
securities.
o International Equity Fund Objective is to provide long-term
capital growth. The Fund will
invest principally in equity
securities of companies located
outside the United States.
o Mid Cap Equity Fund Objective is to provide long-term
capital growth. The Fund will
invest principally in equity
securities of companies with medium
market capitalizations.
o Rockwell Stock Fund B The Fund invests in the common
stock of Rockwell International
Corporation.
o S&P 500 Index Fund Objective is to provide investment
returns corresponding to the return
of the Standard & Poors 500 Index.
The Fund will invest principally in
the stocks of companies that
comprise that Index.
o Stable Value Fund Objective is to provide income
while maintaining stability of
principal. The Fund will invest in
insurance contracts and fixed
income securities.
-iv-
Exhibit 5-a
Letterhead of William J. Calise, Jr.
October 15, 1999
Rockwell International Corporation
777 East Wisconsin Avenue
Suite 1400
Milwaukee, WI 53202
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") registering
under the Securities Act of 1933, as amended (the "Act"), 5,000 shares of Common
Stock, par value $1 per share, of the Company (the "Common Shares") that may be
issued in accordance with the Rockwell International Corporation Retirement
Savings Plan for Represented Hourly Employees (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinion hereinafter expressed. On the basis of the
foregoing, and having regard for legal considerations that I deem relevant, I am
of the opinion that when the Registration Statement becomes effective under the
Act, any newly issued Common Shares delivered in accordance with the Plan will,
when so delivered, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
I express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr.
William J. Calise, Jr.
Exhibit 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Rockwell International
Corporation, a Delaware corporation (the Company), hereby constitute WILLIAM J.
CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my
true and lawful attorneys with full power to them and each of them to sign for
me, and in my name and in the capacity or capacities indicated below, a
Registration Statement and any and all amendments (including post-effective
amendments) and supplements thereto, for the purpose of registering under the
Securities Act of 1933, as amended, securities to be sold pursuant to the
Company's Retirement Savings Plan for Represented Hourly Employees.
Signature Title Date
- --------- ----- ----
/s/ Don H. Davis, Jr. Chairman of the Board September 1, 1999
- ------------------------------ and Chief Executive
Don H. Davis, Jr. Officer (principal
executive officer)
/s/ George L. Argyros Director September 1, 1999
- ------------------------------
George L. Argyros
/s/ Donald R. Beall Director September 1, 1999
- ------------------------------
Donald R. Beall
/s/ William H. Gray, III Director September 1, 1999
- ------------------------------
William H. Gray, III
/s/ James Clayburn LaForce, Jr. Director September 1, 1999
- ------------------------------
James Clayburn LaForce, Jr.
/s/ William T. McCormick, Jr. Director September 1, 1999
- ------------------------------
William T. McCormick, Jr.
<PAGE>
-2-
/s/ John D. Nichols Director September 1, 1999
- ------------------------------
John D. Nichols
/s/ Bruce M. Rockwell Director September 1, 1999
- ------------------------------
Bruce M. Rockwell
/s/ Robert B. Shapiro Director September 1, 1999
- ------------------------------
Robert B. Shapiro
/s/ William S. Sneath Director September 1, 1999
- ------------------------------
William S. Sneath
/s/ Joseph F. Toot, Jr. Director September 1, 1999
- ------------------------------
Joseph F. Toot, Jr.
/s/ W. Michael Barnes Senior Vice President, September 1, 1999
- ------------------------------ Finance & Planning and
W. Michael Barnes Chief Financial Officer
(principal financial
officer)
/s/ William E. Sanders Vice President and September 1, 1999
- ------------------------------ Controller (principal
William E. Sanders accounting officer)
