<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1994
Registration No. 33 ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-0550682
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One North Charles Street
Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
CROWN CENTRAL PETROLEUM CORPORATION
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
and
CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN
(Full title of the plan)
Thomas L. Owsley
One North Charles Street
Baltimore, Maryland 21201
(Name and address of agent for service)
(410) 539-7400
(Telephone number, including area code, of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securitiesAmount to bemaximum offering
g aggregate offering
Amount of
to be registered registered price per share1 price registration fee
Class B Common Stock 2,000,000 $22.3125 $44,625,000.00$15,387.93
$5 par value
1 Estimated solely for purposes of calculating the registration fee pursuant
to Rule 451(h).
The Proposed Maximum Aggregate Offering Price represents the price of
2,000,000 shares of Class B Common Stock based upon $22.3126 per share, the
average of the high and low prices reported on the American Stock Exchange
on April 26, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
The Exhibit Index is on Page 11. <PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Crown Central Petroleum Corporation (the "Registrant") and the Crown
Central Petroleum Corporation Employees Savings Plan (the "Plan"), hereby
incorporate by reference the following documents filed with the Securities
and Exchange Commission (the "Commission") under the Securities Exchange Act
of 1934 (the "Exchange Act").
(a) The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1993 (File No. 1-1059).
(b) The description of the Registrant's Class B Common Stock in the
Registrant's Form S-2, filed August 21, 1986, as amended.
(c) The Crown Central Petroleum Corporation 1994 Long-Term Incentive Plan
in the Registrant's Proxy Statement filed March 24, 1994.
All documents subsequently filed by the Registrant and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law provides that the charter of a
Maryland corporation may include any provision expanding or limiting the
liability of its directors and officers to the corporation or its
stockholders for money damages, but may not include any provision that
restricts or limits the liability of its directors or officers to the
corporation or its stockholders (i) to the extent that it is proved that the
person actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property, or
services actually received, (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding or (iii) with respect to any action
brought by or on behalf of a State governmental entity, receiver,
conservator, or depositor against a director or officer of certain financial
institutions.
With respect to the liability of the Registrant's directors or officers for
monetary damages to the Registrant or its stockholders, Article NINTH,
Paragraph 10 of the Registrant's Agreement of Consolidation provides as
follows:
No person who is or formerly was a director or officer of the Corporation
shall have any liability to the Corporation or to any stockholder of the
Corporation for money damages in connection with any action, or failure to
act, subsequent to February 18, 1988 in his or her capacity as a director
or officer; provided, however, that nothing contained herein shall restrict
or limit the liability of any person
(a) to the extent that it is proved that such person actually
received an improper benefit or profit in money, property or services,
<PAGE>
for the amount of the benefit or profit in money, property or services
actually received; or
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(b) to the extent that a judgment or other final adjudication adverse
to such person is entered in a proceeding based on a finding in the
proceeding that such person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding.
Neither the amendment nor repeal of this Paragraph (10), nor the adoption
of any provision of the Charter of the Corporation inconsistent with this
Paragraph (10) shall affect the liability of any director or officer, or
former director or officer, of the Corporation with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.
Article 45 of the Registrant's bylaws states, as to indemnification:
45. (a) Each person who is now, or who shall hereafter become, a director,
officer, employee or agent of the Company, whether or not serving in one or
more of such capacities at the time indemnification is sought or paid, and
who is made a party defendant to any proceeding by reason of service in any
one or more of such capacities shall be indemnified in the manner and to
the maximum extent authorized by law against judgments, penalties, fines,
settlements (approved by the Company) and reasonable expenses actually
incurred in connection with such proceeding unless it is proved that the
act or omission of such person was material to the cause of action
adjudicated in the proceeding or, in the case of a settlement, to be
adjudicated in the proceeding, and that (1) such act or omission (A) was
committed in bad faith or (B) was the result of active and deliberate
dishonesty or (2) such person actually received an improper personal
benefit in money, property or services or (3) in the case of any criminal
proceeding, such person had reasonable cause to believe the act or omission
was unlawful. Such indemnification shall not be made unless authorized for
a specific proceeding after a determination in accordance with Maryland law
that the director, officer, employee or agent has met the standard of
conduct set forth in this paragraph. Additionally, any such person who was
not a director of the company at the time of the commission of the act or
the omission to act which is a subject of such proceeding shall be
indemnified to such further extent, if any, consistent with law, as may be
provided in any contract between the Company and such person and may be
indemnified, but shall not be entitled to be indemnified, to such further
extent, if any, consistent with law, as may be authorized, prospectively or
retroactively, by the Board of Directors, the Chairman of the Board, the
President or any other officer to whom such authority is delegated by the
Board of Directors, the Chairman of the Board or the President.
(b) Payment or reimbursement in advance of the final disposition of any
proceeding described in paragraph (a) of reasonable expenses incurred by
any such person in defending such proceeding may be authorized by the Board
of Directors or in the case of any such person who is not a director, by
the Chairman of the Board, the President or any other officer to whom such
authority is delegated by the Board of Directors, the Chairman of the Board
or the President; provided, however, that in the case of any such person
who is a director, the Company shall have received:
(1) A written affirmation by such person of such person's good faith
belief that the standard of conduct necessary for indemnification by
the Company as authorized by law has been met; and
(2) A written undertaking by or on behalf of such person to repay all
amounts so paid or reimbursed if it shall ultimately be determined
that such standard of conduct has not been met;
and provided, further, that in the case of any such person (whether or not
such person is a director) such person shall have complied with all
requirements imposed by whicheverof the Board of Directors, Chairman of the
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<PAGE> Board, President or other officer authorizes such payment or
reimbursement as conditions to making such payment or reimbursement, which
requirements may include a requirement that any such person who is not a
director execute an affirmation or undertaking or both. Nothing contained
in this paragraph (b) shall be construed to require the Company to pay or
reimburse any expenses incurred by any such person prior to the ultimate
disposition of such proceeding or to require the Company to pay or
reimburse subsequent to the ultimate disposition of such proceeding any
expenses incurred by any such person, except as provided in paragraph (a).
(c) Service in the capacity of a director, officer, employee or agent of
the Company shall include service at the request of the Company as a
director, officer, partner, trustee, fiduciary, employee or agent of any
other corporation or of any partnership, joint venture, trust, other
enterprise, or employee benefit plan. Any approval of any settlement may
be made by the Board of Directors or, in the case of a settlement by any
such person who is not a director, by the Chairman of the Board, the
President or any other officer to whom such authority is delegated by the
Board of Directors, the Chairman of the Board or the President. Except
where reimbursement of expenses is ordered by a court, all determinations
as to the reasonableness of any expenses shall be made by the persons
authorizing reimbursement or payment thereof.
(d) The preceding rights to indemnification shall not be exclusive of and
shall be in addition to any other rights to which such person would be
entitled as a matter of law in the absence of the preceding provisions.
Section 2-418 of the Maryland General Corporation Law generally provides
that a corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to the
proceeding, and (A) was committed in bad faith or (B) was the result of
active and deliberate dishonesty; (ii) the director actually received an
improper personal benefit in money, property, or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the director in connection with
the proceeding. However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
The termination of any proceeding by judgment, order, or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct set forth in the preceding paragraph. The termination of any
proceeding by conviction, or a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director did not meet that standard of conduct.
A director may not be indemnified in respect of any proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
Indemnification may not be made by the corporation unless authorized for a
specific proceeding after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has
met the standard of conduct described above. Such determination must be
made:
(i) by the board of directors by a majority vote of a quorum consisting of
directors not, at the time, parties to the proceeding, or, if such a
quorum cannot be obtained, then by a majority vote of a committee of
the board consisting solely of two or more directors not, at the time,
parties to such proceeding and who were duly designated to act in the
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<PAGE>
<PAGE> matter by a majority vote of the full board in which the designated
directors who are parties may participate;
(ii) by special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in the preceding
subparagraph (i), or, if the requisite quorum of the full board cannot
be obtained therefor and the committee cannot be established, by a
majority vote of the full board in which directors who are parties may
participate; or
(iii) by the stockholders.
Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses must be made in the manner specified in subparagraph (ii) above for
selection of such counsel.
Reasonable expenses incurred by a director who is party to a proceeding may
be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of (i) a written
affirmation by the director of the director's good faith belief that the
standard of conduct necessary for indemnification by the corporation as
authorized by the relevant Maryland statutory section has been met; and (ii)
a written undertaking by or on behalf of the director to repay the amount if
it shall ultimately be determined that the standard of conduct has not been
met. The undertaking described in the preceding sentence shall be an
unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make the repayment.
Unless limited by the charter, (i) a corporation may indemnify and advance
expenses to an officer, employee, or agent of the corporation to the same
extent that it may indemnify directors under this section; and (ii) a
corporation, in addition, may indemnify and advance expenses to an officer,
employee, or agent who is not a director to such further extent, consistent
with law, as may be provided by its charter, bylaws, general or specific
action of its board of directors, or contract.
The Maryland General Corporation Law also generally provides for mandatory
indemnification of a director or officer who has been successful, on the
merits or otherwise, in the defense of certain proceedings.
Item 8. Exhibits
4.1 Crown Central Petroleum Corporation Employees Savings Plan.
4.2 Articles Supplementary, filed with the Maryland Secretary of State on
March 31, 1994, which changed the ratio of Class A and Class B Common
Stock by reclassifying 1 million Common Shares from Class A Common
Stock to Class B Common Stock.
5.1 Opinion of Thomas L. Owsley as to legality of securities being
registered.
23.1 Consent of Thomas L. Owsley is contained within the opinion of counsel
attached as Exhibit 5.1.
23.2 Consent of Ernst & Young.
24 Power of attorney is contained on page 9.
Page 7 of 11
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<PAGE>
28 The Crown Central Petroleum Corporation Employees Savings Plan. The
undersigned Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service in a timely manner
and will make all changes required by the Internal Revenue Service in
order to qualify the Plan under Section 401 of the Internal Revenue
Code.
_______________
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a) (1) (ii) and (a) (1) (iii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
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<PAGE>
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses
Page 9 of 11
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<PAGE> incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Page 10 of 11
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Crown Central Petroleum Corporation 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 Baltimore, State of
Maryland, on the 28th day of April, 1994.
CROWN CENTRAL PETROLEUM CORPORATION
By: Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Henry A. Rosenberg, Jr., Charles L.
Dunlap, Edward L. Rosenberg, John E. Wheeler, Jr. and Thomas L. Owsley, and
each of them singly, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and all
capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement and to file the same with exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitute or substitutes may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board and 4/28/94
Henry A. Rosenberg, Jr. Chief Executive Officer
Henry A. Rosenberg, Jr. (Principal Executive Officer)
Charles L. Dunlap Director, President and Chief 4/28/94
Charles L. Dunlap Operating Officer
Directors:
Jack Africk Director 04/28/94
Jack Africk
George L. Bunting, Jr. Director 04/28/94
George L. Bunting, Jr.
Michael F. Dacey Director 04/28/94
Michael F. Dacey
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<PAGE>
Robert M. Freeman Director 04/28/94
Robert M. Freeman
Thomas M. Gibbons Director 04/28/94
Thomas M. Gibbons
Patricia A. Goldman Director 04/28/94
Patricia A. Goldman
William L. Jews Director 04/28/94
William L. Jews
Malcolm McNair Director 04/28/94
Malcolm McNair
Phillip W. Taff Director 04/28/94
Phillip W. Taff
Bailey A. Thomas Director 04/28/94
Bailey A. Thomas
Edward L. Rosenberg Senior Vice President-Finance
Edward L. Rosenberg and Administration 4/28/94
(Principal Financial Officer)
John E. Wheeler, Jr. Vice President - Treasurer and
John E. Wheeler, Jr. Controller (Principal 4/28/94
Accounting Officer)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on April 28, 1994.
Crown Central Petroleum Corporation Employees Savings Plan
By: Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr., Substitute Administrator
Page 12 of 11
<PAGE>
<PAGE> Index to Exhibits
Sequentially
Numbered
Exhibit Page
4.1 Crown Central Petroleum Corporation Employees
Savings Plan. 13
4.2 Articles Supplementary, filed with the Maryland
Secretary of State on March 31, 1994, which changed
the ratio of Class A and Class B Common Stock by
reclassifying 1 million Common Shares from Class A
Common Stock to Class B Common Stock. 131
5.1 Opinion of Thomas L. Owsley as to legality of
securities being registered. 134
23.1 Consent of Thomas L. Owsley is contained within the
opinion of counsel attached as Exhibit 5.1.
23.2 Consent of Ernst & Young. 135
24 Power of attorney is contained on page 9.
28 The Crown Central Petroleum Corporation Employees
Savings Plan. The undersigned Registrant hereby
undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service in a timely
manner and will make all changes required by the
Internal Revenue Service in order to qualify the
Plan under Section 401 of the Internal Revenue Code.
_________
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<PAGE> CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN
TABLE OF CONTENTS
Article I - Definitions
Article II - Eligibility of Employees to Participate
Article III - Contributions
Article IV - Limitation on Annual Additions
Article V - Investments
Article VI - Vesting of Interest of Participants in Employer
Contributions
Article VII - In-Service Distributions
Article VIII - Loans to Participants
Article IX - Distributions upon Death
Article X - Distributions upon Separation from Service
Article XI - Distributions upon Retirement or Disability
Article XII - Distributions Commencing on Required Beginning Date
Article XIII - Distributions under Qualified Domestic Relations Order
Article XIV - Top Heavy Rules
Article XV - Administration
Article XVI - Indemnification
Article XVII - Concerning the Trustee
Article XVIII - Concerning the Participating Companies
Article XIX - Exclusive Benefit, Amendment, Termination
Article XX - Appendices
Article XXI - Eligible Rollover Distributions
Article XXII - Miscellaneous
Appendices
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<PAGE>
<PAGE> CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN
AMENDED AND RESTATED
AS OF JANUARY 1, 1987
THIS AMENDMENT AND RESTATEMENT of the CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN (the "Plan"), by CROWN CENTRAL PETROLEUM CORPORATION,
a Maryland corporation, hereinafter called the "Company".
W I T N E S S E T H:
WHEREAS, the Company and the Participating Companies have heretofore
established the Crown Central Petroleum Corporation Employees Savings Plan;
and
WHEREAS, the Company reserved the right to modify the Plan at any time and
from time to time; and
WHEREAS, the Company now wishes to amend and restate the Plan in order to
bring it into compliance with the Tax Reform Act of 1986 and subsequent
legislation through the date of execution hereof;
NOW, THEREFORE, the said Plan is amended and restated in its entirety,
effective January 1, 1987, except for provisions stating later effective
dates, to provide as follows:
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<PAGE>
<PAGE> ARTICLE I
DEFINITIONS
The following definitions will apply to this Plan, unless a different
meaning is required by the context.
1.1 ACCOUNT means the separate accounts maintained on the books and
records of the Plan to reflect each Participant's interest under the Plan.
Accounts shall be maintained for each Participant, as appropriate, of one or
more of the following types:
(a) Employer Matching Contributions Account - That portion of a
Participant's interest in the Plan which is attributable to Employer Matching
Contributions made on his behalf in accordance with Section 3.2.
(b) Participant Pre-Tax Contributions Account - That portion of a
Participant's interest in the Plan which is attributable to Participant
Pre-Tax Contributions made by him in accordance with Section 3.1.
(c) Participant After-Tax Contributions Account - That portion of a
Participant's interest in the Plan which is attributable to Participant
After-Tax Contributions made by him pursuant to Section 3.1.
1.2 ANNUITY STARTING DATE shall mean the first day of the month following
the date an Insurer receives from the Administrator written notice of a
distribution as shall be required by the Insurer, or if later, the first day
of the month specified by the
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<PAGE>
<PAGE> Participant or Beneficiary for the commencement of benefit payments.
"Insurer" means a legal reserve life insurance company organized or operated
under the laws of any one of the United States of America and duly licensed
in the State of Maryland which has entered into a group annuity contract for
the purpose of funding this Plan in whole or in part.
1.3 BENEFICIARY means (i) the surviving spouse, if any, of the
Participant, or (ii) if there is no surviving spouse, or if the Participant
and surviving spouse have executed a qualified election (as defined below),
the person or persons designated in writing by the Participant, or (iii) if
there is no surviving spouse and no person living on the date of the
Participant's death who is designated in writing by the Participant, the
Participant's descendants per stirpes, or (iv) if there are no persons
described above living on the date of the Participant's death, the
Participant's estate.
A "qualified election" is a written designation by a Participant of a
beneficiary(ies) other than the Participant's spouse which includes the
written consent of the spouse to the payment of the Participant's Accounts to
the beneficiary(ies) designated in the election (which may not be changed
without spousal consent) or which includes the written consent of the spouse
which expressly permits beneficiary designations by the Participant without
any requirement of further consent by the spouse. The spouse's consent must
acknowledge the effect of the written designation and consent, and the
spouse's signature must
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<PAGE> be notarized or witnessed by a Plan representative. If the consent of
the spouse permits beneficiary designations without further consent by the
spouse, the consent must acknowledge and expressly relinquish the right to
limit the consent to the designation of a specific beneficiary. A spouse may
not revoke his or her written consent. A qualified election is not required
if it is established to the satisfaction of the Plan Administrator that there
is no spouse or that the spouse cannot be located. If the spouse is legally
incompetent to give consent, the spouse's legal guardian, even if the
guardian is the Participant, may give consent. Also, if the Participant is
legally separated or the Participant has been abandoned (within the meaning
of local law) and the Participant has a court order to such effect, or if
such other circumstances exist as are specified under applicable Internal
Revenue Service regulations, a qualified election is not required unless a
qualified domestic relations order (as defined in Code Section 414(p))
provides otherwise.
1.4 BREAK IN SERVICE means a calendar year during which an Employee (i)
terminates or continues an earlier termination of employment and (ii) does
not complete at least five hundred and one (501) Hours of Service.
1.5 CODE means the Internal Revenue Code of 1986, as amended.
1.6 COMPANY means Crown Central Petroleum Corporation, a Maryland
corporation.
1.7 COMPENSATION means the base salary or base wages regularly paid to a
Participant by a Participating Company or
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<PAGE>
<PAGE> Companies on a periodic basis; provided, however, that if the
Participant has made an election(s) to reduce his base salary or base wages
in accordance with Sections 125 and/or 401(k) of the Code, "Compensation"
shall mean the base salary or base wages that would have been regularly paid
to the Participant by a Participating Company on a periodic basis but for
such election(s). "Base salary" means the regular salary, excluding
overtime, bonuses, premium pay and other allowances, paid to a salaried
Participant. "Base wages" means the amount determined by multiplying the
"base rate of pay" of an hourly-paid Participant by his paid hours per week
(to a maximum of 40) for a Participating Company. "Base rate of pay" means
the hourly wage rate paid to the Participant by a Participating Company for
non-overtime work, exclusive of bonuses, premium pay, living and other
allowances, or, if the Participant has been assigned to two or more job
classifications at different wage rates, the arithmetical average of the
hourly wage rates of all job classifications to which the Participant has
been assigned. In the case of either salaried or hourly-paid Participants
who are employed by two or more Participating Companies, base salary or base
wages means the sum of the base salaries or base wages paid to him by such
Participating Companies.
Any reference in this Plan to Compensation is a reference to the definition
in this Section 1.7 unless the Plan reference specifies a modification to
this definition. The Plan
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<PAGE>
<PAGE> Administrator will take into account only Compensation actually paid
for the relevant period.
(A) Limitations on Compensation.
(1) Compensation Dollar Limitation. For any Plan Year beginning after
December 31, 1988, and before January 1, 1994, the Plan Administrator must
take into account only the first $200,000 (or beginning January 1, 1990, such
larger amount as the Commissioner of Internal Revenue may prescribe) of any
Participant's Compensation. For any Plan Year beginning prior to January 1,
1989, this $200,000 limitation (but not the family aggregation requirement
set forth hereinbelow) applies only if the Plan is top heavy for such Plan
Year. For any Plan Year beginning on or after January 1, 1994, the Plan
Administrator must take into account only the first $150,000 (as adjusted by
the Commissioner of Internal Revenue for increases in the cost of living in
accordance with Code Section 401(a)(17)(B) of any Participant's Compensation.
(2) Application of Limitation to Certain Family Members. The
Compensation dollar limitation applies to the combined Compensation of the
Employee and of any family member aggregated with the Employee under Section
3.3(c)(iii) who is either (i) the Employee's spouse; or (ii) the Employee's
lineal descendant under the age of 19 as the close of the year. If, for a
Plan Year, the combined Compensation of the Employee and such family members
who are Participants entitled to an allocation for that Plan Year exceeds the
applicable limitation, "Compensation" for each such Participant, for purposes
of the contribution and allocation
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<PAGE>
<PAGE> provisions of Article III, means his Adjusted Compensation. Adjusted
Compensation is the amount which bears the same ratio to the applicable
limitation as the affected Participant's Compensation (without regard to the
applicable limitation) bears to the combined Compensation of all the affected
Participants in the family unit.
(B) Nondiscrimination. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section.
1.8 CONTRIBUTIONS means amounts paid into the Trust Fund by the
Participating Companies or Participants.
1.9 ELIGIBLE EMPLOYEE means an Employee who has satisfied the eligibility
requirements of Article II whether or not such Employee elects to participate
in the Savings Plan.
1.10 EMPLOYEE means any employee of the Employer.
1.11 EMPLOYER for purposes of determining who may contribute to the Plan
and whose Employees may be Participants means the Company and any other
Participating Company which adopts this Plan for the benefit of some or all
of its Employees.
The term "Employer" refers to all Employers collectively, as if they were
one, unless the context clearly indicates that any Employer is referred to
separately.
1.12 EMPLOYER MATCHING CONTRIBUTIONS means the Employer contributions
provided pursuant to Section 3.2.
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<PAGE>
<PAGE> 1.13 ENTRY DATE means the first of each month following the date on
which an Employee first satisfies the eligibility requirements of the Plan.
1.14 ERISA means the Employee Retirement Income Security Act of 1974 and
the regulations thereunder, as amended from time to time.
1.15 HOUR OF SERVICE means:
(a) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to
payment, for the performance of duties. The Administrator credits Hours of
Service under this paragraph (a) to the Employee for the computation period
in which the Employee performs the duties, irrespective of when paid;
(b) Each Hour of Service for back pay, irrespective of mitigation of
damages, to which the Employer has agreed or for which the Employee has
received an award. The Administrator credits Hours of Service under this
paragraph (b) to the Employee for the computation period(s) to which the
award or the agreement pertains rather than for the computation period in
which the award, agreement or payment is made; and
(c) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to
payment (irrespective of whether the employment relationship is terminated),
for reasons other than for the performance of duties during a computation
period, such as leave of absence, vacation, holiday, sick leave, illness,
incapacity
- 23 -
<PAGE>
<PAGE> (including disability), layoff, jury duty or military duty. The
Administrator will credit no more than 501 Hours of Service under this
paragraph (c) to an Employee on account of any single continuous period
during which the Employee does not perform any duties (whether or not such
period occurs during a single computation period). The Administrator
credits Hours of Service under this paragraph (c) in accordance with the
rules of paragraphs (b) and (c) of Labor Reg. Section 2530.200b-2, which the
Plan, by this reference, specifically incorporates in full within this
paragraph (c).
The Administrator will not credit an Hour of Service under more than one of
the above paragraphs. A computation period for purposes of this Section 1.15
is the calendar year, Year of Service period, Break in Service period or
other period, as determined under the Plan provision for which the
Administrator is measuring an Employee's Hours of Service. The Administrator
will resolve any ambiguity with respect to the crediting of an Hour of
Service in favor of the Employee.
(A) Method of Crediting Hours of Service. The Administrator will credit
every Employee with Hours of Service on the basis of weeks of employment. In
this regard, the Administrator will credit an Employee with 45 Hours of
Service for each week for which the Administrator would credit the Employee
with at least one Hour of Service under the preceding provisions of this
Section 1.15.
(B) Maternity/Paternity Leave. Solely for purposes of determining whether
an Employee incurs a Break in Service under any
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<PAGE>
<PAGE> provision of this Plan, the Administrator must credit Hours of Service
during an Employee's unpaid absence period due to maternity or paternity
leave. The Administrator considers an Employee on maternity or paternity
leave if the Employee's absence is due to the Employee's pregnancy, the birth
of the Employee's child, the placement with the Employee of an adopted
child, or the care of the Employee's child immediately following the child's
birth or placement. The Administrator credits Hours of Service under this
paragraph on the basis of the number of Hours of Service the Employee would
receive if he were paid during the absence period or, if the Administrator
cannot determine the number of Hours of Service the Employee would receive,
on the basis of 8 hours per day during the absence period. The Administrator
will credit only the number (not exceeding 501) of Hours of Service necessary
to prevent an Employee's incurring a Break in Service. The Administrator
credits all Hours of Service described in this paragraph to the computation
period in which the absence period begins or, if the Employee does not need
these Hours of Service to prevent a Break in Service in the computation
period in which his absence period begins, the Administrator credits these
Hours of Service to the immediately following computation period.
1.16 LEASED EMPLOYEE. The Plan treats a Leased Employee as an Employee of
the Employer. A Leased Employee is an individual (who otherwise is not an
Employee of the Employer) who, pursuant to a leasing agreement between the
Employer and any other person, has performed services for the Employer (or
for the Employer and any
- 25 -
<PAGE>
<PAGE> persons related to the Employer within the meaning of Code Section
414(a)(3)) on a substantially full time basis for at least one year and who
performs services historically performed by employees in the Employer's
business field. If a Leased Employee is treated as an Employee by reason of
this Section 1.16, "Compensation" includes Compensation from the leasing
organization which is attributable to services performed for the Employer.
(A) Safe Harbor Plan Exception. The Plan does not treat a Leased Employee
as an Employee if the leasing organization covers the employee in a safe
harbor plan and, prior to application of this safe harbor plan exception, 20%
or less of the Employer's Employees (other than Highly Compensated Employees)
are Leased Employees. A safe harbor plan is a money purchase pension plan
providing immediate participation, full and immediate vesting, and a
nonintegrated contribution formula equal to at least 10% of the employee's
compensation without regard to employment by the leasing organization on a
specified date. The safe harbor plan must determine the 10% contribution on
the basis of compensation as defined in Code Section 415(c)(3) plus elective
contributions (as defined in Section 4.1(b)).
(B) Other Requirements. The Administrator must apply this Section 1.16 in
a manner consistent with Code Section Section 414(n) and 414(o) and the
regulations issued under those Code sections. The Administrator will reduce
a Leased Employee's allocation of Employer contributions under this Plan by
the Leased Employee's allocation under the leasing organization's plan, but
only to the
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<PAGE>
<PAGE> extent that allocation is attributable to the Leased Employee's
service provided to the Employer.
1.17 NORMAL RETIREMENT AGE means age sixty-five (65).
1.18 PARTICIPANT means any Employee who shall have acquired either a
forfeitable or nonforfeitable interest in the Trust Fund pursuant to the
provisions of this Plan.
1.19 PARTICIPANT AFTER-TAX CONTRIBUTIONS mean contributions made by a
Participant to the Plan which do not reduce the Participant's Compensation
for Federal Income Tax purposes.
1.20 PARTICIPANT PRE-TAX CONTRIBUTIONS means contributions made by the
Employer on behalf of a Participant to this Plan, resulting from an election
by such Participant to reduce his Compensation for Federal Income Tax
purposes by a designated percentage.
1.21 PARTICIPATING COMPANY means the Company and any corporation of which
50% or more of the outstanding stock entitled to vote is owned by the Company
or by any corporation of which 50% or more of the outstanding stock entitled
to vote is owned by a corporation first mentioned above, which elects to
participate in this Plan pursuant to Article XVIII.
1.22 PENSION PLAN means the Crown Central Petroleum Corporation Pension
Trust Agreement and/or the Crown Central Petroleum Corporation Retirement
Income Plan.
1.23 PLAN means this Crown Central Petroleum Corporation Employees Savings
Plan and any amendments thereto.
- 27 -
<PAGE>
<PAGE> 1.24 PLAN ADMINISTRATOR OR ADMINISTRATOR means Crown Central
Petroleum Corporation, and any successor by merger, purchase or otherwise.
1.25 PLAN YEAR through January 31, 1988 means the calendar year, thereafter
means the period beginning January 1, 1989 and ending December 30, 1989, the
12-month periods beginning December 31, 1989 and ending December 30, 1990,
and beginning December 31, 1990 and ending December 30, 1991, the short year
consisting of December 31, 1991, and thereafter means the 12-month period
beginning January 1 and ending December 31.
1.26 RELATED GROUP. A related group is a controlled group of corporations
(as defined in Code Section 414(b)), trades or businesses (whether or not
incorporated) which are under common control (as defined in Code Section
414(c)) or an affiliated service group (as defined in Code Section 414(m) or
in Code Section 414(o)). If the Employer is a member of a related group, the
term "Employer" includes the related group members for purposes of crediting
Hours of Service, determining Years of Service and Breaks in Service under
Articles II and VI, applying the limitations on allocations in Sections 4.1
and 4.2, applying the top heavy rules and the minimum allocation requirements
of Article XIV, the definitions of Employee, Highly Compensated Employee,
Compensation and Leased Employee, and for any other purpose required by the
applicable Code section or by a Plan provision. However, only a
Participating Company may contribute to this Plan and only an Employee
employed by a Participating Company is eligible to participate in this Plan.
For Plan allocation
- 28 -
<PAGE>
<PAGE> purposes, "Compensation" does not include Compensation received from a
related employer which is not participating in this Plan.
1.27 RETIREMENT means a separation from service upon or after (i) Early,
Normal or Deferred Retirement under the Pension Plan or (ii) attainment of
Normal Retirement Age under this Plan.
1.28 TOTAL DISABILITY means inability, due to sickness or accidental bodily
injury, to engage in any occupation or perform any work for compensation or
profit for which the person is reasonably fitted by training, education or
experience.
1.29 TRUST means the Trust Fund established pursuant to this Plan out of
which the benefits payable under this Plan shall be paid.
1.30 TRUSTEE means Signet Bank/Maryland through December 31, 1991, and from
and after January 1, 1992, means T. Rowe Price Trust Company, a Maryland
limited trust company, or any successor in office who in writing accepts the
position of Trustee.
1.31 YEAR OF SERVICE has the following meanings:
(a) For Eligibility Purposes. A Year of Service means a twelve (12)
consecutive month period, measured from the Employee's employment
commencement date, in which the Employee is credited with one thousand
(1,000) Hours of Service; provided, however, that for an Employee who is
credited with less than one thousand (1,000) Hours of Service during such
period, a Year of Service means a Plan Year in which such Employee is
credited with one thousand (1,000) Hours of Service, starting with the Plan
Year
- 29 -
<PAGE>
<PAGE> which begins during the Employee's first twelve (12) months of
employment.
(b) For Vesting Purposes. A Year of Service means a Plan Year during
which an Employee is credited with at least one thousand (1,000) Hours of
Service.
- 30 -
<PAGE>
<PAGE> ARTICLE II
ELIGIBILITY OF EMPLOYEES TO PARTICIPATE
2.1 ELIGIBLE EMPLOYEES. Effective with respect to any Employee who has
at least one (1) Hour of Service on or after January 1, 1989, (except
effective on or after February 1, 1988 as to those certified collective
bargaining unit Participants covered by the amendment to this Plan dated
March 31, 1988), every Employee of a Participating Company who has attained
age 21 and has completed a Year of Service as defined in Section 1.31(a),
shall be eligible to participate in this Plan provided that if the Employee
is a member of a certified collective bargaining unit, he shall be eligible
to participate in this Plan only if the collective bargaining agency for
such unit has either accepted the terms and conditions of this Plan or has
consented to the solicitation of applications for participation from members
of such collective bargaining unit.
2.2 ELIGIBILITY UPON RE-EMPLOYMENT. If an Employee should terminate
employment and subsequently be re-employed by the Employer, the following
rules shall determine when he shall again become eligible to participate in
the Plan:
(a) If he had not yet met the service requirement of Section 2.1
prior to such termination, his re-employment date shall be treated as his
employment commencement date, and the provisions of Section 2.1 shall apply.
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<PAGE>
<PAGE> (b) If he had met the service requirement of Section
2.1, then:
(i) If his prior service is disregarded under the Break in
Service rule specified in Section 6.2(b), such prior service shall be
disregarded for purposes of determining his eligibility to again
participate, his reemployment date shall be treated as his employment
commencement date and the provisions of Section 2.1 shall apply;
(ii) If his prior service is not disregarded under the Break in
Service rule specified in Section 6.2(b), he shall be deemed to have
met the service requirement of Section 2.1 as of the first day of the
month next following his re-employment.
- 32 -
<PAGE>
<PAGE> ARTICLE III
CONTRIBUTIONS
3.1 PARTICIPANT PRE-TAX AND PARTICIPANT AFTER-TAX CONTRIBUTIONS.
(a) Subject to the limitations prescribed by this Article and Article
IV, each Participant may elect through payroll deduction to make either or
both Participant Pre-Tax and/or Participant After-Tax Contributions to the
Plan. The Participant's election must be made on a form prescribed by the
Plan Administrator. The election, as to the aggregate of Pre-Tax and After-
Tax Contributions, may be for any whole percentage not greater than 12% of
the Participant's Compensation and shall indicate what portion, if any, shall
be allocated as a Participant Pre-Tax Contribution and what portion, if any,
shall be allocated as a Participant After-Tax Contribution.
(b) The Employer shall remit Participant Contributions to the Trustee
as soon as practicable but not later than thirty (30) days after they are
withheld from payroll. That portion indicated by the Participant as being a
Participant Pre-Tax Contribution will be credited to his Participant Pre-Tax
Contribution Account, and that portion indicated as being a Participant
After-Tax Contribution will be credited to his Participant After-Tax
Contribution Account. Effective January 1, 1992, a Participant may change
the total (including suspending allotments by reducing such total to 0%)
and/or the Pre-Tax/After
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<PAGE>
<PAGE> Tax make-up of his election no more than two times per Plan Year,
effective as of the next January 1 or July 1; to the end and intent that any
such change (including suspension) shall remain in effect for at least six
months. A change may only be made on a form prescribed by and delivered to
the Plan Administrator at least thirty (30) days before the election is to
become effective.
3.2 EMPLOYER MATCHING CONTRIBUTIONS.
Promptly following the payment of the last payroll paid by it in any month,
each Participating Company shall contribute to the Trust Fund an amount equal
to fifty percent (50%) of the Matchable Portion of the Participant Pre-Tax
Contributions and Participant After-Tax Contributions made by the
Participants in its employ during that month, or, in the case of Participants
employed by more than one Participating Company, the amount of the Matchable
Portion of said Contributions which is apportioned to each Participating
Company, less any applicable credits. Such contribution is hereinafter
referred to as the "Employer Matching Contribution".
Matchable Portion means (i) in the case of vested Participants, up to eight
percent (8%) of Compensation allocated to Participant Pre-Tax and Participant
After-Tax Contributions pursuant to Section 3.1 and (ii) in the case of non-
vested Participants, up to seven percent (7%) of such Compensation.
3.3 SPECIAL RULES FOR PARTICIPANT PRE-TAX CONTRIBUTIONS.
(a) Annual Elective Deferral Limitation. A Participant's Elective
Deferrals (Pre-Tax Contributions to this Plan or any other plan covering the
Participant) for a calendar
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<PAGE>
<PAGE> year beginning after December 31, 1986 may not exceed the Code Section
402(g) limitation. The Code Section 402(g) limitation is the greater of
$7,000 or the adjusted amount determined by the Secretary of the Treasury.
If the Employer determines a Participant's elective deferrals under this Plan
for a calendar year would exceed the Code Section 402(g) limitation for the
calendar year, the Employer shall not permit any additional Participant Pre-
Tax Contributions with respect to that Participant for the remainder of that
calendar year, paying in cash to the Participant any amounts which would
cause the Participant Pre-Tax Contributions to exceed the Code Section 402(g)
limitation. If the Administrator determines a Participant's elective
deferrals have exceeded the Code Section 402(g) limitation, the Administrator
shall direct the Trustee to distribute to the Participant in cash the amount
in excess of the limitation (the "Excess Deferral") as adjusted for income or
loss allocable thereto. The determination of such allocable income or loss
shall be made in a manner similar to the allocable income or loss
determination described in Section 3.4 for Excess Contributions, except the
numerator of the allocation fraction will be the amount of the Participant's
Excess Deferral, and the denominator will be the Participant's accrued
benefit attributable to his Elective Deferrals. If the Administrator
distributes the Excess Deferral by April 15, it may make the distribution
irrespective of any other provision under this Plan or under the Code.
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<PAGE>
<PAGE> If a Participant participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a simplified employee pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the
Employer maintains the other plan, the Participant may provide the
Administrator a written claim for excess deferrals made for a calendar year.
The Participant must submit the claim no later than the March 1 following the
close of the particular calendar year and the claim shall certify under oath
the amount of the Participant's Pre-Tax Contributions under this Plan which
are excess deferrals. If the Administrator receives a timely claim, he shall
distribute to the Employee the excess deferral, as adjusted for allocable
income or loss, which the Employee has assigned to this Plan in accordance
with the distribution procedure described in the immediately preceding
paragraph.
(b) Average Deferral Percentage Test. For each Plan Year, the
Participant Pre-Tax Contributions shall satisfy one of the following average
deferral percentage ("ADP") tests:
(i) The ADP for the Highly Compensated Group shall not exceed
1.25 times the ADP for the Nonhighly Compensated Group; or
(ii) The ADP for the Highly Compensated Group shall not exceed
the ADP for the Nonhighly Compensated Group by more than two (2)
percentage points (or the lesser percentage permitted by the multiple
use limitation in Section 3.7) and the ADP for the Highly Compensated
Group
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<PAGE>
<PAGE> shall be not more than twice the ADP for the Nonhighly Compensated
Group.
For purposes of applying the ADP test in Plan Years beginning on or
after January 1, 1992, during which this Plan covers both employees who are
included in a unit of employees covered by a collective bargaining agreement
and employees who are not, this Plan shall be treated as consisting of two
separate cash or deferred arrangements (one for each such group of
employees).
(c) Definitions. For purposes of applying the ADP test, the following
definitions apply:
(i) "Highly Compensated Group" shall mean the Eligible Employees
who are Highly Compensated Employees for the Plan Year.
(ii) "Eligible Employee" shall mean a Participant who elects to
make Employee Pre-Tax Contributions or who is eligible to make the
same, irrespective of whether he actually does so.
(iii) "Highly Compensated Employee" shall mean an Eligible
Employee who, during the Plan Year or during the preceding 12-month
period:
(1) is a more than five percent (5%) owner of his Employer
(applying the constructive ownership rules of Code Section 318, and
applying the principles of Code Section 318 for an unincorporated
entity);
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<PAGE>
<PAGE> (2) has Compensation in excess of $75,000 (or a greater
amount, as determined by the Commissioner of Internal Revenue);
(3) has Compensation in excess of $50,000 (or a greater
amount, as determined by the Commissioner of Internal Revenue) and is
part of the top-paid 20% group of employees (based on Compensation for
the relevant Plan Year);
(4) has Compensation in excess of 50% of the dollar amount
prescribed in Code Section 415(b)(1)(A) (relating to defined benefit
plans) and is an officer of the Employer.
If the Employee satisfies the definition in clause (2), (3) or (4) in
the Plan Year but not during the preceding 12-month period and does not
satisfy clause (1) in either period, the Employee is a Highly Compensated
Employee only if he is one of the 100 most highly compensated Employees for
the Plan Year. The number of officers taken into account under clause (4)
will not exceed the greater of 3 or 10% of the total number (after
application of the Code Section 414(q) exclusions) of Employees, but no
more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (4) for the relevant year, the Administrator will
treat the highest paid officer as satisfying clause (4) for that year.
For purposes of this Section 3.3(c)(iii), "Compensation" means
Compensation as defined in Section 4.1(b), except no
- 38 -
<PAGE>
<PAGE> exclusions from Compensation apply other than the
exclusions described in paragraphs (i), (ii), (iii) and (iv) of Section
4.1(b), and Compensation must include: (i) elective deferrals under a Code
Section 401(k) arrangement or under a Simplified Employee Pension
maintained by the Employer; and (ii) amounts paid by the Employer which are
not currently includible in the Employee's gross income because of Code
Section Section 125 (cafeteria plans) or 403(b) (tax-sheltered annuities).
The Plan Administrator must make the determination of who is a Highly
Compensated Employee, including the determinations of the number and
identity of the top paid 20% group, the top 100 paid Employees, the number
of officers includible in clause (4) and the relevant Compensation,
consistent with Code Section 414(q) and regulations issued under that Code
section. For purposes of applying any nondiscrimination test required
under the Plan or under the Code, in a manner consistent with applicable
Treasury regulations, the Plan Administrator will treat a Highly
Compensated Employee and all his family members (a spouse, a lineal
ascendant or descendant, or a spouse of a lineal ascendant or descendant)
as a single Highly Compensated Employee, but only if the Highly Compensated
Employee is a more than 5% owner or is one of the 10 Highly Compensated
Employees with the greatest Compensation for the Plan Year. This
aggregation rule applies to a family member even if that family member is a
Highly Compensated Employee without family aggregation.
- 39 -
<PAGE>
<PAGE> The term "Highly Compensated Employee" also includes any
former Employee who separated from Service (or has a deemed Separation from
Service, as determined under Treasury regulations) prior to the Plan Year,
performs no Service for the Employer during the Plan Year, and was a Highly
Compensated Employee either for the separation year or any Plan Year ending
on or after his 55th birthday. If the former Employee's Separation from
Service occurred prior to January 1, 1987, he is a Highly Compensated
Employee only if he satisfied clause (1) of this Section 3.3(c)(iii) or
received Compensation in excess of $50,000 during (1) the year of his
separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.
(iv) "Nonhighly Compensated Group" shall mean the Eligible Employees
who are Nonhighly Compensated Employees for the Plan Year. The Nonhighly
Compensated Employees are the Eligible Employees who are not Highly
Compensated Employees and are not family members treated as Highly
Compensated Employees under paragraph (iii).
(v) The "ADP" for a group is the average of the separate Actual
Deferral Ratios ("ADR") calculated for each Eligible Employee who is a
member of that group. An Eligible Employee's ADR for a Plan Year is the
ratio of the Participant Pre-Tax Contributions allocated to his account for
the Plan Year to his Compensation for that portion of the Plan Year during
which he was an Eligible Employee. For aggregated
- 40 -
<PAGE>
<PAGE> family members treated as a single Highly Compensated
Employee under paragraph (c), the ADR of the family unit is the ADR
determined by combining the Employee Pre-Tax Contributions and
Compensation of all aggregated family members. A Nonhighly Compensated
Employee's ADR shall not include Employee Pre-Tax Contributions made to
this Plan or to any other Plan maintained by the Employer, to the extent
such Employee Pre-Tax Contributions exceed the Code Section 402(g)
limitation. A Highly Compensated Employee's ADR shall include elective
deferrals under any other Code Section 401(k) arrangement maintained by the
Employer (unless elective deferrals are to an ESOP), but a Nonhighly
Compensated Employee's ADP shall not include elective deferrals under
another Code Section 401(k) arrangement maintained by the Employer unless
the Employer treats the Code Section 401(k) arrangement under this Plan and
the other Code Section 401(k) arrangement as a unit for coverage or
discrimination purposes.
3.4 ADP TEST CORRECTION.
(a) If the Administrator determines the Plan fails to satisfy the ADP
test for a Plan Year, it may recharacterize pursuant to Section 3.4(b) or
direct the Trustee to distribute the Excess Contributions (defined
hereinbelow), as adjusted for allocable income or loss, no later than the
last day of the succeeding Plan Year. However, the Employer will incur an
excise tax equal to ten percent (10%) of the amount of excess contributions
for a Plan Year not recharacterized or distributed to
- 41 -
<PAGE>
<PAGE> the appropriate Highly Compensated Employees by 2-1/2 months following
the close of that Plan Year. The Excess Contributions are the amount of
Employee Pre-Tax Contributions made by the Highly Compensated Employees which
causes the Plan to fail to satisfy the ADP test. The Administrator shall
direct the Trustee to distribute to each Highly Compensated Employee his
respective share of the Excess Contributions. The Administrator shall
determine the respective shares of Excess Contributions by starting with the
Highly Compensated Employee(s) at the next highest ADR level (including the
ADR of the Highly Compensated Employees who has the greatest ADR(s), reducing
his ADR to the next highest ADR, then, if necessary, reducing the ADR of the
Highly Compensated Employee(s) whose ADR(s) the Administrator already has
reduced), and continuing in this manner until the ADP for the Highly
Compensated Group satisfies the ADP test. If the Highly Compensated Employee
is part of an aggregated family group, the Administrator, in accordance with
the applicable Treasury Regulations, will determine each family member's
allocable share of the Excess Contributions assigned to the family unit.
Excess Contributions shall be adjusted for any income or loss allocable
thereto up to the date of distribution. The income or loss allocable to
Excess Contributions up to the date of distribution is the sum of: (i) the
income or loss allocable to the Highly Compensated Employee's Pre-Tax Account
for the Plan Year multiplied by a fraction, the numerator of which is such
Employee's Excess Contributions for the year and the denominator of which is
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<PAGE>
<PAGE> the Employee's account balance attributable to Participant Pre-Tax
Contributions as of the last day of the Plan Year without regard to any
income or loss occurring during such Plan Year; plus (ii) ten percent of the
amount determined under (i) multiplied by the number of whole calendar months
between the end of the Plan Year and the date of distribution, counting the
month of distribution as a whole calendar month if, but only if, distribution
occurs after the 15th day of such month.
(b) Recharacterization. The Employer may treat Excess Contributions
as an amount distributed to the Participant and then recontributed by the
Participant to the Plan as a Participant After-Tax Contribution. An amount
may not be recharacterized with respect to a Highly Compensated Employee to
the extent that such amount, in combination with other Participant After-Tax
Contributions made by that Employee, would exceed any stated limit under the
Plan.
Recharacterization must occur no later than two and one- half months
after the last day of the Plan Year in which such Excess Contributions arose
and is deemed to occur on the date on which the last of those Highly
Compensated Employees with Excess Contributions to be recharacterized is
informed in writing of the amount recharacterized and the consequences
thereof. Recharacterized amounts are includible in the Participant's gross
income on the earliest dates any elective contributions made on behalf of the
Participant during the Plan Year would have been
- 43 -
<PAGE>
<PAGE> received by the Participant had he originally elected to receive the
amounts in cash.
3.5 SPECIAL RULES FOR EMPLOYEE AFTER-TAX CONTRIBUTIONS AND EMPLOYER
MATCHING CONTRIBUTIONS.
(a) Average Contribution Percentage Test. The Plan shall satisfy
one of the following average contribution percentage ("ACP") tests, with
respect to Employee After-Tax Contributions and Employer Matching
Contributions:
(i) The ACP for the Highly Compensated Group shall not exceed
1.25 times the ACP for the Nonhighly Compensated Group; or
(ii) The ACP for the Highly Compensated Group shall not exceed
the ACP for the Nonhighly Compensated Group by more than two (2)
percentage points (or the lesser percentage permitted by the multiple
use limitation in Section 3.7), and the ACP for the Highly Compensated
Group shall not be more than twice the ACP for the Nonhighly
Compensated Group.
For purposes of applying the ACP test in Plan Years beginning on or
after January 1, 1992, during which this Plan covers both employees who are
included in a unit of employees covered by a collective bargaining agreement
and employees who are not, this Plan shall be treated as consisting of two
separate cash or deferred arrangements (one for each such group of
employees).
(b) Definitions. For purposes of applying the ACP test, the
following definitions apply:
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<PAGE>
<PAGE> (i) "Highly Compensated Group" shall mean the Eligible Employees
who are Highly Compensated Employees (as defined in Section
3.3(c)(iii)) for the Plan Year.
(ii) "Eligible Employee" shall mean a Participant who is eligible
to receive an allocation of Company Matching Contributions (or would
be eligible if he made the type of contributions necessary to receive
such an allocation), and a Participant who is eligible to make
Participant After-Tax Contributions, irrespective of whether he
actually makes such Contributions for the Plan Year.
(iii) "Nonhighly Compensated Group" shall have the same meaning
as in Section 3.3(c)(iv).
(iv) The "ACP" for a group is the average of the Actual
Contribution Ratios (ACR) calculated for each Eligible Employee who is
a member of that group. An Eligible Employee's ACR for a Plan Year is
the ratio of the sum of the Participant After-Tax Contributions and
Employer Matching Contributions (such sum being hereinafter referred
to as "Aggregate Contributions") allocated to his account for the Plan
Year to his Compensation for that portion of the Plan Year during
which he was an Eligible Employee. For aggregated family members
treated as a single Highly Compensated Employee under Section
3.3(c)(iii), the ACR of the family unit is the ACR determined by
combining the Aggregate
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<PAGE>
<PAGE> Contributions and Compensation of all aggregated family members. A
Highly Compensated Employee's ACR shall include any Aggregate
Contributions made on his behalf to any other plan maintained by the
Employer (unless the other plan is an ESOP). A Nonhighly Compensated
Employee's ACR shall not include Aggregate Contributions made on his
behalf to another plan unless the Employer treats this Plan and the
other plan as a unit for coverage or discrimination purposes under the
Code. The Administrator may (in a manner consistent with Treasury
regulations) determine the ACRs of the Eligible Employees by taking
into account Employee Pre-Tax Contributions made to this Plan, but
only to the extent they are not used in calculating the ADP test under
Section 3.3. The Administrator may not include Employee Pre-Tax
Contributions in the ACP test, unless the Code Section 401(k)
arrangement under this Plan satisfies the ADP test both with and
without such contributions. For Plan Years beginning after December
31, 1988, the Administrator may not include in the ACP test any
Aggregate Contributions or elective deferrals under another plan
unless that plan has the same Plan Year as this Plan.
(v) "Aggregate Contributions" are Participant After-Tax
Contributions and Employer Matching Contributions. "Excess Aggregate
Contributions" are the amount of the Aggregate Contributions allocated
on behalf
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<PAGE>
<PAGE> of the Highly Compensated Employees which causes the Plan to fail
to satisfy the ACP test.
3.6 ACP TEST CORRECTION. The Administrator first shall determine whether
the Highly Compensated Employees have made Participant Pre-Tax Contributions
which are Excess Deferrals under Section 3.3 or Excess Contributions under
Section 3.4 before it determines Excess Aggregate Contributions for the Plan
Year. If the Administrator determines the Plan fails to satisfy the ACP test
for a Plan Year, it shall direct the Trustee to distribute the Excess
Aggregate Contributions, as adjusted for allocable income or loss, no later
than the last day of the succeeding Plan Year. However, the Employer will
incur an excise tax equal to ten percent (10%) of the amount of Excess
Aggregate Contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees by 2-1/2 months following the close of that Plan
Year.
The Administrator shall direct the Trustee to distribute to each Highly
Compensated Employee his respective amount of the Excess Aggregate
Contributions. The Administrator shall determine the respective amounts of
Excess Aggregate Contributions by starting with the Highly Compensated
Employee(s) who has the greatest ACR, reducing his ACR to the next highest
ACR then, if necessary, reducing the ACR of the Highly Compensated
Employee(s) at the next highest ACR level (including the ACR of the Highly
Compensated Employee(s) whose ACR the Administrator already has reduced), and
continuing in this manner until the ACP for the Highly Compensated Group
satisfies the ACP test. If the Highly Compensated Employee
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<PAGE>
<PAGE> is part of an aggregated family group, the Administrator, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the Excess Aggregate
Contributions assigned to the family member unit. The Administrator shall
treat a Highly Compensated Employee's Excess Aggregate Contributions in the
following priority: (1) first as attributable to his unmatched Employee
After-Tax Contributions, if any; (2) then on a prorata basis to matched
Employee After-Tax Contributions, and to the Matching Contributions allocated
on the basis of those Employee After-Tax Contributions. To the extent the
Highly Compensated Employee's Excess Aggregate Contributions are attributable
to Company Matching Contributions, and he is not one hundred percent (100%)
vested in his accrued benefit attributable to Employer Matching
Contributions, the Administrator shall distribute only the vested portion of
his Excess Aggregate Contributions, as adjusted for allocable income or loss,
and forfeit the nonvested portion. The vested portion of the Highly
Compensated Employee's Excess Aggregate Contributions attributable to Company
Matching Contributions is the total amount of such Excess Aggregate
Contributions (as adjusted for allocable income or loss) multiplied by his
vested percentage (determined as of the last day of the Plan Year for which
the Participating Company made the matching contribution). The Administrator
shall allocate any forfeited Excess Aggregate Contributions to reduce
Employer Matching Contributions for the Plan Year following the Plan Year
during which the excess occurred.
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<PAGE>
<PAGE> The Administrator shall determine the amount of income or loss
allocable to the Highly Compensated Employee's Excess Aggregate Contributions
in a manner similar to the allocable income or loss determination described
in Section 3.4(a) for Excess Contributions, except the Administrator shall
make the determination with reference to the income or loss allocable to
the Highly Compensated Employee's Excess Aggregate Contributions.
3.7 MULTIPLE USE LIMITATION. For Plan Years beginning after December 31,
1988, if at least one Highly Compensated Employee is included in the ADP test
under Section 3.3 and the ACP test under Section 3.5, the sum of the Highly
Compensated Group's ADP and ACP may not exceed the multiple use limitation.
The multiple use limitation is the sum of (i) and (ii):
(i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
Group; or (b) the ACP of the Nonhighly Compensated Group.
(ii) 2% plus the lesser of (i)(a) or (i)(b), but no more than twice
the lesser of (i)(a) or (i)(b).
The Administrator, in lieu of determining the multiple use limitation
as the sum of (i) and (ii), may elect to determine such limitation as the
sum of (iii) and (iv):
(iii) 125% of the lesser of (a) the ADP of the Nonhighly Compensated
Group or (b) the ACP of the Nonhighly Compensated Group.
(iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than
twice the greater of (iii)(a) or (iii)(b).
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<PAGE>
<PAGE> The Administrator shall determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 3.3 and the
ACP test under Section 3.5 and making any corrective distributions required
by those Sections. If the Administrator determines the Plan has failed to
satisfy the multiple use limitation, the Administrator shall correct the
failure by treating the excess amount as Excess Aggregate Contributions.
This Section 3.7 does not apply unless, prior to the application of the
multiple use limitation, the ADR and the ACR of the Highly Compensated Group
each exceeds 125% of the respective percentages for the Nonhighly Compensated
Group.
- 50 -
<PAGE>
<PAGE> ARTICLE IV
LIMITATION ON ANNUAL ADDITIONS
4.1 DEFINITIONS. For purposes of Article IV, the following terms mean:
(a) "Annual Addition" - The sum of the following amounts allocated on
behalf of a Participant for a Limitation Year; (i) all Employer Matching
Contributions; and (ii) all Participant Pre-Tax and After-Tax Contributions.
Except to the extent provided in Treasury regulations, Annual Additions
include excess contributions described in Code Section 401(k), excess
aggregate contributions described in Code Section 401(m) and excess deferrals
described in Code Section 401(g), irrespective of whether the Plan
distributes or forfeits such excess amounts. Annual Additions also include
Excess Amounts reapplied to reduce Employer contributions under Section 4.2.
Amounts allocated after March 31, 1984, to an individual medical account (as
defined in Code Section 415(l)(2)) included as part of a defined benefit plan
maintained by the Employer are Annual Additions. Furthermore, Annual
Additions include contributions paid or accrued after December 31, 1985, for
taxable years ending after December 31, 1985, attributable to post-retirement
medical benefits allocated to the separate account of a key employee (as
defined in Code Section 419A(d)(3)) under a welfare benefit fund (as defined
in Code Section 419(e)) maintained by the Employer, but only for purposes of
the dollar limitation applicable to the Maximum Permissible Amount.
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<PAGE>
<PAGE> (b) "Compensation" means (subject to the limitation specified in
Section 1.7(A)) the Participant's wages, salaries, fees for professional
service and other amounts received for personal services actually rendered in
the course of employment with the Employer maintaining the Plan (including,
but not limited to, commissions paid salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance premiums, tips
and bonuses). Compensation does not include elective contributions made by
the Employer on the Employee's behalf. "Elective contributions" are amounts
excludable from the Employee's gross income under Code Section Section 125,
402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the
Employee's election, to a Code Section 401(k) arrangement, a Simplified
Employee Pension, cafeteria plan or tax-sheltered annuity. A Compensation
payment includes Compensation paid by the Employer to an Employee through
another person under the common paymaster provisions of Code Section Section
3121(s) and 3306(p). The term "Compensation" also does not include:
(i) Employer contributions (other than "elective contributions")
to a Plan of deferred compensation to the extent the contributions are
not included in the gross income of Employee for the taxable year in
which contributed, on behalf of an Employee to a Simplified Employee
Pension Plan to the extent such contributions are excludable from the
Employee's gross income, and any distributions from a plan of deferred
compensation,
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<PAGE>
<PAGE> regardless of whether such amounts are includible in the gross
income of the Employee when distributed.
(ii) Amounts realized from the exercise of a non- qualified stock
option, or when restricted stock (or property) held by an Employee
either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture.
(iii) Amounts realized from the sale, exchange or other
disposition of stock acquired under a stock option described in Part
II, Subchapter D, Chapter 1 of the Code.
(iv) Other amounts which receive special tax benefits, such
as premiums for group term life insurance (but only to the extent that
the premiums are not includible in the gross income of the Employee),
or contributions made by an Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Employee), other than
"elective contributions".
(c) "Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if
greater, one-fourth of the defined benefit dollar limitation under Code
Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the
Limitation Year. If there is a short Limitation Year because of a change in
Limitation Year, the
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<PAGE>
<PAGE> Plan Administrator will multiply the $30,000 (or adjusted) limitation
by the following fraction:
Number of months in the short Limitation Year
12
(d) "Employer" - The Employer that adopts this Plan and any Related
Employers described in Section 1.26. Solely for purposes of applying the
limitations of Section 4.2 and this Section, the Plan Administrator will
determine Related Employers described in Section 1.26 by modifying Code
Section Section 414(b) and (c) in accordance with Code Section 415(h).
(e) "Excess Amount" - The Excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount.
(f) "Limitation Year" - The Plan Year. If the Employer amends the
Limitation Year to a different 12 consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year for which the
Employer makes the amendment, creating a short Limitation Year.
(g) "Defined contribution plan" - A retirement plan which provides
for an individual account for each participant and for benefits based solely
on the amount contributed to the participant's account, and any income,
expenses, gains and losses, and any forfeitures of accounts of other
participants which the plan may allocate to such participant's account. The
Plan Administrator must treat all defined contribution plans maintained
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<PAGE>
<PAGE> by the Employer (whether or not terminated) as a single plan. Solely
for purposes of the limitations of this Article, the Plan Administrator will
treat employee contributions made to a defined benefit plan maintained by the
Employer as a separate defined contribution plan. The Plan Administrator
also will treat as a defined contribution plan an individual medical account
(as defined in Code Section 415(l)(2)) included as part of a defined benefit
plan maintained by the Employer and, for taxable years ending after December
31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the
Employer to the extent there are post-retirement medical benefits allocated
to the separate account of a key employee (as defined in Code Section
419A(d)(3)).
(h) "Defined benefit plan" - A retirement plan which does not provide
for individual accounts for Employer contributions. The Plan Administrator
must treat all defined benefit plans maintained by the Employer (whether or
not terminated) as a single plan.
(i) "Defined benefit plan fraction" - shall mean, for each Limitation
Year, the following:
Projected annual benefit of the Participant under all qualified
defined benefit plans maintained by the Employer
The lesser of (i) 125% (subject to the "100% limitation" in
paragraph (k)) of the dollar limitation in effect under
Code Section 415(b)(1) (A) for the Limitation Year, or (ii)
140% of the Participant's average Compensation for
his high 3 consecutive Years of Service
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<PAGE>
<PAGE> To determine the denominator of this fraction, the Plan Administrator
will make any adjustment required under Code Section 415(b) and will
determine a Year of Service as a Plan Year in which the Employee completed at
least 1,000 Hours of Service. The "projected annual benefit" is the annual
retirement benefit (adjusted to an actuarially equivalent straight life
annuity if the plan expresses such benefit in a form other than a straight
life annuity or qualified joint and survivor annuity) of the Participant
under the terms of the defined benefit plan on the assumptions he continues
employment until his normal retirement age (or current age, if later) as
stated in the defined benefit plan, his compensation continues at the same
rate as in effect in the Limitation Year under consideration until the date
of his normal retirement age and all other relevant factors used to determine
benefits under the defined benefit plan remain constant as of the current
Limitation Year for all future Limitation Years.
Current Accrued Benefit. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence
on May 5, 1986, the dollar limitation used in the denominator of this
fraction will not be less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum of the annual benefits under
such defined benefit plans which the Participant had accrued as of the end of
the 1986 Limitation Year (the last Limitation Year beginning before January
1, 1987), determined without regard to any change in the terms or conditions
of the Plan made after May 5, 1986, and
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<PAGE>
<PAGE> without regard to any cost of living adjustment occurring after May 5,
1986. This Current Accrued Benefit rule applies only if the defined benefit
plans individually and in the aggregate satisfied
the requirements of Code Section 415 as in effect at the end of the 1986
Limitation Year.
(j) "Defined contribution plan fraction" - shall mean, for each
Limitation Year, the following:
The sum, as of the close of the Limitation Year, of the Annual Additions to
the Participant's Account under all defined
contribution plans maintained by the Employer
The sum of the lesser of the following amounts determined
for the Limitation Year and for each prior Year of Service
with the Employer: (i) 125% (subject to the "100%
limitation" in paragraph (k)) of the dollar
limitation in effect under Code Section 415(c)(1)(A)
for the Limitation Year (determined without
regard to the special dollar limitations
for employee stock ownership plans), or
(ii) 35% of the Participant's
Compensation for the
Limitation Year
For purposes of determining the defined contribution plan fraction,
the Plan Administrator will not recompute Annual Additions in Limitation
Years beginning prior to January 1, 1987, to treat all Employee contributions
as Annual Additions. If the Plan satisfied Code Section 415 for Limitation
Years beginning prior to January 1, 1987, the Plan Administrator will
redetermine the defined contribution plan fraction and the defined benefit
plan fraction as of the end of the 1986 Limitation Year, in accordance with
this Section 4.1. If the sum of the redetermined fractions
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<PAGE>
<PAGE> exceeds 1.0, the Plan Administrator will subtract permanently from the
numerator of the defined contribution plan fraction an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0, times (2) the
denominator of the defined contribution plan fraction. In making the
adjustment, the Plan Administrator must disregard any accrued benefit under
the defined benefit plan which is in excess of the Current Accrued Benefit.
This Plan continues any transitional rules applicable to the determination of
the defined contribution plan fraction under the Employer's Plan as of the
end of the 1986 Limitation Year.
(k) "100% limitation". If the 100% limitation applies, the Plan
Administrator must determine the denominator of the defined benefit plan
fraction and the denominator of the defined contribution plan fraction by
substituting 100% for 125%. The 100% limitation applies only if: (i) the
Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top heavy ratio is
greater than 60%, and the Employer does not provide extra minimum benefits
which satisfy Code Section 416(h)(2).
4.2 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.
The amount of Annual Addition which the Plan Administrator may allocate
under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum Permissible Amount.
(A) Estimation of Compensation. Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Plan
Administrator may determine the Maximum Permissible Amount on the basis of
the Participant's estimated annual Compensation for
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<PAGE>
<PAGE> such Limitation Year. The Plan Administrator must make this
determination on a reasonable and uniform basis for all Participants
similarly situated. The Plan Administrator must reduce any Employer
contributions based on estimated annual Compensation by any Excess Amount
carried over from prior years. As soon as is administratively feasible after
the end of the Limitation Year, the Plan Administrator will determine the
Maximum Permissible Amount for such Limitation Year on the basis of the
Participant's actual Compensation for such Limitation Year.
(B) Disposition of Excess Amount. If, due to a reasonable error in
estimating a Participant's Annual Compensation, a reasonable error in
determining the amount of Participant Pre-Tax Contributions that may be made
with respect to any individual under the limits of Code Section 415, or under
other limited facts and circumstances that the Commissioner of Internal
Revenue finds justify the availability of the rules set forth in this
Paragraph (B), there is an Excess Amount with respect to a Participant for a
Limitation Year, the Plan Administrator will dispose of such Excess Amount as
follows:
(1) The Plan Administrator will return to the Participant his
After-Tax Contributions to the extent the return would reduce the Excess
Amount but would not reduce the Matchable Portion as defined in Section
3.2.
(2) If, after the application of subparagraph (1), an Excess Amount
still exists, and the Plan covers the Participant at the end of the
Limitation Year, then the Plan
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<PAGE>
<PAGE> Administrator will use the Excess Amount to reduce future Employer
contributions under the Plan for the next Limitation Year and for each
succeeding Limitation Year, as is necessary, for the Participant. The
Participant may elect to limit his Compensation for allocation purposes to
the extent necessary to reduce his allocation for the Limitation Year to
the Maximum Permissible Amount and eliminate the Excess Amount.
(3) If, after the application of subparagraph (1), an Excess Amount
still exists, and the Plan does not cover the Participant at the end of the
Limitation Year, then the Plan Administrator will hold the Excess Amount
unallocated in a suspense account. The Plan Administrator will apply the
suspense account to reduce Employer Contributions for all remaining
Participants in the next Limitation Year, and in each succeeding Limitation
Year if necessary. Neither the Employer nor any Employee may contribute to
the Plan for any Limitation Year in which the Plan is unable to allocate
fully a suspense account maintained pursuant to this paragraph (3).
(4) Notwithstanding subparagraphs (1), (2) and (3) of this Paragraph
(B), the Plan Administrator may return Participant Pre-Tax Contributions or
Participant After-Tax Contributions to the extent the return would reduce
an Excess Amount.
(C) Defined Benefit Plan Limitation. If the Participant presently
participates, or has ever participated under a defined benefit plan
maintained by the Employer, then the sum of the
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<PAGE>
<PAGE> defined benefit plan fraction and the defined contribution plan
fraction for the Participant for that Limitation Year must not exceed 1.0.
To the extent necessary to satisfy this limitation, the Employer will reduce
the Participant's projected annual benefit under the defined benefit plan
under which the Participant participates.
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<PAGE>
<PAGE> ARTICLE V
INVESTMENTS
5.1 INVESTMENT OF NEW CONTRIBUTIONS.
(a) Upon enrollment in the Plan and thereafter from time to time
pursuant to this Article, a Participant on and after January 1, 1992 may
select one or more of the following options for investment by the Trustee of
his ensuing Participant After-Tax Contributions, Participant Pre-Tax
Contributions and Employer Matching Contributions made with respect thereto:
(i) Class A Common Stock of the Company (Class B Common Stock
after June 30, 1994) which shall be purchased in the open market.
(ii) One or more Money Market Investment Funds, one or more Bond
Investment Funds and one or more Equity Investment Funds which shall
be maintained under this Plan through one or more "regulated
investment companies" as defined in Section 851 of the Code and/or
through bank common trust funds and/or through one or more group
annuity contracts with one or more Insurers.
(1) The Money Market Investment Fund(s) shall be invested
in shares of one or more regulated investment companies which
invest in debt instruments with an average maturity of one year
or less and seek to maintain a constant share price
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<PAGE>
<PAGE> but do not guarantee the same or a minimum or fixed rate of
return on deposits made thereto.
(2) The Bond Investment Fund(s) shall be invested in shares
of one or more regulated investment companies which invest
principally in longer term debt-type securities and which do not
guarantee the preservation of principal or a minimum or fixed
rate of return on deposits made thereto.
(3) The Equity Investment Fund(s) shall be invested in
shares of one or more regulated investment companies which invest
principally in equity-type securities and which do not guarantee
the preservation of principal or a minimum or fixed rate of
return on deposits made thereto.
(b) Each such selection of an investment option shall specify a
percentage, which shall be determined by the Plan Administrator, to be
applied to such investment option and shall be considered a continuing
direction until changed by direction of the Participant.
(c) Pursuant to procedures adopted by the Plan Administrator and
uniformly applied, Participants may effect their selection of investment
options by instructions to a plan fiduciary who will be identified at all
times and in like manner may change their selection with respect to
subsequent contributions at least once in each calendar quarter.
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<PAGE>
<PAGE> 5.2 CHANGE OF INVESTMENTS.
(a) Pursuant to procedures adopted by the Plan Administrator and
uniformly applied, but subject to the further conditions in this Section 5.2
prescribed, Participants may direct through a plan fiduciary who shall be
identified at all times, the sale or redemption of investments in their
accounts and the reinvestment of the proceeds of such sale or redemption at
least once in each calendar quarter, except as otherwise required in order to
make a permitted withdrawal in cash; provided, however, that any election
made by a Participant who is an officer or director of the Company to sell
Class A or Class B Common Stock of the Company as well as any election made
by such a Participant to purchase Class A or Class B Common Stock of the
Company with the proceeds of a sale or redemption of other investments in
such Participant's Accounts (i) may not be made within less than six months
before or after any other election by such Participant to sell or purchase
Class A or Class B Common Stock of the Company and (ii) may only be made
during the period in each calendar quarter which begins on the third business
day following the release of quarterly or annual statements of sales and
earnings of the Company and ends on the twelfth business day following such
date.
(b) The following provisions apply to the disposition of certain
investments which, in the case of shares of Class B Common Stock of the
Company, were acquired in Participant After-Tax Contributions Accounts by
reason of a dividend paid in such shares on January 9, 1980, to the holders
Class A Common Stock of the
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<PAGE>
<PAGE> Company and were acquired in Participant Pre-Tax Contributions
Accounts by reason of an elected transfer in kind from the accounts of such
Participants in the Crown Central Petroleum Corporation Tax Credit Employees
Stock Ownership Plan following its termination as of December 31, 1987, and,
in the case of United States Savings Bonds and investments in the Guaranteed
Fixed Income Investment Fund through group annuity contracts with Insurers,
were acquired through investment options which from and after November 1,
1991 are not available investment options for ongoing contributions:
(i) Prior to July 1, 1994, a direction to sell Class B Common
Stock of the Company in a Participant's Accounts must cover all, and
not less than all, of such stock, except that less than all of such
stock may be sold to comply with a withdrawal request.
(ii) A direction to redeem United States Savings Bonds in a
Participant's Accounts shall be subject to any applicable holding
period restrictions on such redemption imposed by Federal regulatory
authorities.
(iii) A redemption of an investment of a Participant's Accounts in
the Guaranteed Fixed Income Investment Fund through a group annuity
contract with an Insurer shall be made by deducting the appropriate
amount from the Investment Year Accounts for such Participant on a
last-in/first-out basis. If the Insurer shall so
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<PAGE>
<PAGE> require, cash resulting from any such redemption prior to the Maturity
Date of the group annuity contract redeemed may not be invested in a
Money Market Investment Fund until a period of at least six (6) months
shall have elapsed from the date of such redemption.
(c) From and after November 1, 1991, unless otherwise directed by the
Participant, ongoing contributions theretofore designated for investment in
United States Savings Bonds or in the Guaranteed Fixed Income Fund through
group annuity contracts with Insurers will be invested in a Money Market
Investment Fund selected by the Plan Administrator which invests primarily in
U.S. Treasury securities.
5.3 INVESTMENT OF INCOME RECEIVED. Income received in an Account shall be
reinvested in the same investment medium which produced such income except as
follows:
(a) Unless otherwise directed by the Participant, the entire amount
received by the Trustee (i) in exchange for any United States Government
Bonds surrendered at maturity or (ii) from expiration of a group annuity
contract with an Insurer, shall be invested in a Money Market Investment Fund
selected by the Plan Administrator which invests primarily in U.S. Treasury
securities.
(b) Prior to July 1, 1994, income received from investments in Class
B Common Stock of the Company shall be invested in full and fractional shares
of Class A Common Stock of the Company. After June 30, 1994, income received
from investments
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<PAGE>
<PAGE> in Class A Common Stock of the Company shall be invested in full and
fractional shares of Class B Common Stock of the Company.
5.4 INVESTMENT OF CASH IN DEFAULT OF PARTICIPANT INSTRUCTIONS. All cash
received from any source by the Trustee, and credited to the Account(s) of
any Participant without direction by the Participant for investment thereof,
shall be invested in a Money Market Investment Fund.
5.5 VOTING OF COMPANY STOCK.
(a) Each Participant may direct the Trustee, or a third party
selected by the Administrator, as to the manner in which whole shares of
common stock of the Company in his Accounts are to be voted on any issue as
to which such shares are entitled to be voted. Fractional shares are not
entitled to vote.
(b) Any shares of common stock of the Company in the Accounts of a
Participant for which clear and timely instructions of the Participant are
not received shall be voted in the same proportion as such shares for which
such instructions are received.
5.6 VALUATION. United States Savings Bonds held in Accounts will be
valued current at cost. All other investments will be valued at market value
as of the close of each business day.
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<PAGE>
<PAGE> ARTICLE VI
VESTING OF INTEREST OF PARTICIPANTS IN EMPLOYER CONTRIBUTIONS
6.1 VESTING.
(a) A Participant is fully vested at all times in his Participant
Pre-Tax Contributions Account and his Participant After-Tax Contributions
Account.
(b) Effective with respect to any Participant who has at least one
(1) Hour of Service on or after January 1, 1989, a Participant will have a
vested interest in his Employer Matching Contributions Account in accordance
with the following schedule:
YEARS OF SERVICE VESTING PERCENTAGE
Less than 5 0%
5 or more 100%
Although the Company reserves the right to amend the vesting schedule
at any time, the Company shall not amend the vesting schedule (and no such
amendment shall be effective) if the amendment would reduce the
nonforfeitable percentage of any Participant's accrued benefit derived from
Employer contributions (determined as of the later of the date the Company
adopts the amendment, or the date the amendment becomes effective) to a
percentage less than the nonforfeitable percentage computed under the Plan
without regard to such amendment.
Effective with respect to any Participant who has at least one (1)
Hour of Service on or after January 1, 1989, if the Company shall amend the
vesting schedule, each Participant having
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<PAGE> at least three (3) Years of Service (as defined in Section 1.31(b)
and without reference to Section 6.2) with a Participating Company may elect
to have the percentage of his nonforfeitable accrued benefit computed under
the Plan without regard to the amendment. The Administrator, as soon as
practicable, shall forward a true copy of any amendment to the vesting
schedule to each Participant, together with an explanation of the effect of
the amendment, the appropriate form upon which a Participant so entitled
under the provisions of this Paragraph may make an election to remain under
the vesting schedule provided under the Plan prior to the amendment and
notice of the time within which such Participant must make an election to
remain under the prior vesting schedule. The Participant must file his
election in writing with the Administrator within sixty (60) days after his
receipt of a copy of the amendment changing the vesting schedule.
Notwithstanding the provisions of this Paragraph, no election need be
provided for any Participant whose nonforfeitable percentage under the Plan,
as amended, at any time cannot be less than such percentage determined
without regard to such amendment.
(c) A Participant who is involuntarily laid off by the Employer for a
period in excess of 365 days, due to lack of work, and meets the Notice
Requirements of this paragraph, will become 100% vested in his Employer
Matching Contributions Account. Notice Requirements shall mean filing a
notice with the Plan Administrator, in a form prescribed by the Plan
Administrator,
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<PAGE> within 30 days after the first day of the lay off, which states the
Participant's agreement to defer receipt of Plan benefits until after the
365-day period has elapsed without his being called back to work with the
Employer.
(d) A Participant will have a fully vested interest in his Employer
Matching Contributions Account in the event of his termination of employment
as a result of Death, Total Disability, or upon and after attainment of his
Normal Retirement Age (if employed by the Employer on or after that date).
The interests of affected Participants in their Employer Matching
Contributions Accounts shall become fully vested upon the complete or partial
termination of the Plan. Upon a complete discontinuance of contributions to
the Plan by a Participating Company, such interests shall become fully vested
in the proportion that the contributions of such Participating Company
credited to such Accounts bear to the contributions of all Participating
Companies credited to such Accounts.
6.2 SERVICE CREDIT: BREAKS IN SERVICE.
For purposes of determining Years of Service under Section 6.1, the Plan
takes into account all Years of Service an Employee completes with the
Employer, except:
(a) In the case of a Participant who has incurred a Forfeiture Break
in Service, Years of Service completed by such Participant following such
Break shall be disregarded for purposes of determining his vested interest in
the portion of his Employer
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<PAGE> Matching Contributions Account that accrued before such Break. A
Participant incurs a Forfeiture Break in Service when he incurs five (5)
Consecutive Breaks in Service.
(b) In the case of a Participant who has a 0% vested interest in his
Employer Matching Contributions Account at the commencement of a Break in
Service, his Years of Service completed prior to such Break in Service shall
not be taken into account for the purpose of determining his vested interest
in the portion of his Employer Matching Contributions Account that may accrue
upon his reemployment and participation in this Plan following such Break in
Service if the number of his consecutive one-year Breaks in Service shall
have equalled or exceeded the greater of (i) five (5) or (ii) his number of
Years of Service preceding such Break in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service does not include any
Years of Service not required to be taken into account under this exception
by reason of any prior Break in Service.
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<PAGE> ARTICLE VII
IN-SERVICE DISTRIBUTIONS
7.1 WITHDRAWALS FROM PARTICIPANT AFTER-TAX CONTRIBUTIONS ACCOUNTS.
(a) Withdrawals by Nonvested Participants. While employed by the
Employer, a Participant who is 0% vested in his Employer Matching
Contributions Account may withdraw all (but not less than all) of the value
of his After-Tax Contributions Account reduced by the aggregate value of
United States Savings bonds credited thereto but increased by the excess of
(i) the aggregate value of United States Savings Bonds credited both to his
After-Tax Contributions Account and his Employer Matching Contributions
Account over (ii) the amount of Employer Matching Contributions applied to
the acquisition of such Bonds. Thereupon, the entire then value of his
Employer Matching Contributions Account shall be forfeited. Such withdrawal
may be made in cash and/or in kind, subject to the provisions of Section 7.5.
Any accrued benefit forfeited under this provision shall be restored upon
repayment by the Participant of the full amount of such withdrawal provided
such repayment is made within 5 years after the date of the withdrawal.
(b) Withdrawals by Vested Participants. While employed by the
Employer, a Participant who is fully vested in his Employer Matching
Contributions Account may withdraw a portion or all of his After-Tax
Contributions Account, in cash and/or in kind subject to the provisions of
Section 7.5; provided that no more than one such withdrawal may be made in
each calendar year and such withdrawal
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<PAGE> must be for a minimum amount or value of at least One Thousand
Dollars ($1,000.00).
7.2 WITHDRAWALS FROM FULLY VESTED EMPLOYER MATCHING CONTRIBUTIONS
ACCOUNTS. While employed by the Employer, a Participant who is fully vested
in his Employer Matching Contributions Account and who at the same time is
withdrawing the full value of his After-Tax Contributions Account, may
withdraw a portion of his Employer Matching Contributions Account up to all
of such Account save and except for Employer Matching Contributions which
have been allotted thereto during the 24 months preceding such withdrawal.
Such withdrawal may be in cash and/or in kind, subject to the provisions of
Section 7.5.
7.3 HARDSHIP WITHDRAWALS.
(a) While employed by the Employer, a Participant who has not
attained age 59-1/2 may apply for a hardship distribution in cash from that
portion of his vested Employer Matching Contributions Account which otherwise
may not be withdrawn under Section 7.2, and thereafter from his Pre-Tax
Contributions Account, by filing a written application for the same with the
Administrator stating the amount requested, the reason(s) for the request and
furnishing such written representation and evidence in support thereof as the
further provisions of this Plan and the Administrator may require. Such
application may be approved by the Administrator only if (i) by reason of a
prior or concurrent withdrawal the Participant has fully utilized his
withdrawal rights
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<PAGE> under Sections 7.1 and 7.2, (ii) the amount requested does not
include any portion of his Pre-Tax Contributions Account derived from
earnings credited to such Account after December 31, 1988, and (iii) the
reason for the request is a "deemed hardship" as hereinafter defined.
Furthermore, such application will be so approved only to the extent
necessary, as hereinafter defined, to alleviate such hardship.
(b) Except to the extent the Internal Revenue Service shall expand
such list by means of a published ruling or notice of general applicability,
a "deemed hardship" shall consist only of an immediate and heavy financial
need to pay for one or more of the following:
(i) Unreimbursed medical expenses of the Participant, the
Participant's spouse or any of his dependents.
(ii) Purchase of a principal residence for the Participant.
(iii) Payment of tuition and related educational fees for the
next 12 months of post-secondary education for the Participant, his
spouse, children and dependents.
(iv) Payments needed to prevent eviction of the Participant from
his principal residence or foreclosure on a mortgage on his principal
residence.
(c) In determining the amount of distribution which is necessary to
alleviate a deemed hardship, the Administrator,
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<PAGE> provided it acts reasonably under the circumstances, may rely upon
the Participant's representation that the need cannot be relieved:
(i) Through reimbursement or compensation by insurance or
otherwise, or
(ii) By reasonable liquidation of the Participant's assets (which
shall be deemed to include those assets of the Participant's spouse
and minor children that are reasonably available to the Participant)
to the extent such liquidation would not itself cause an immediate and
heavy financial need, or
(iii) By cessation of Participant pre-tax and after-tax
contributions under this Plan, or
(iv) By other distributions or nontaxable (at the time of the
loan) loans from this Plan or from any plan maintained for the
Participant's benefit by any employer, or
(v) By borrowing from commercial sources on reasonable
commercial terms.
7.4 WITHDRAWALS FROM PARTICIPANT PRE-TAX CONTRIBUTION ACCOUNTS AFTER AGE
59-1/2. While employed by the Employer, a Participant who shall have fully
utilized his withdrawal rights under Sections 7.1 and 7.2 may, from and after
the attainment of age 59-1/2, withdraw a portion or all of his Participant
Pre-Tax
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<PAGE>
<PAGE> Contributions Account, in cash and/or in kind subject to the
provisions of Section 7.5; provided that no more than one such withdrawal may
be made in each calendar year and such withdrawal must be for a minimum
amount or value of at least One Thousand Dollars ($1,000.00).
7.5 CONDITIONS AND RESTRICTIONS UPON WITHDRAWALS IN KIND.
(a) Officers and Directors.
Participants who are officers or directors of the Company and who
withdraw Class A or Class B Common Stock of the Company under this Article,
must either (i) cease further purchases in the Plan of Class A Common Stock
of the Company (or of any other equity security of the Company which may be
offered for acquisition under this Plan) for six (6) months or (ii) enter
into a written agreement with the Company to hold such withdrawn stock for at
least six (6) months prior to disposition thereof.
(b) All Participants.
(i) An investment of a Participant's Accounts in the Guaranteed Fixed
Income Investment Fund through a group annuity contract with an Insurer (to
which Contributions are permitted under this Plan until October 31, 1991) may
be redeemed in cash but not in kind.
(ii) If and to the extent Funds described in Section 5.1(a)(ii) are
maintained through bank common trust funds and/or through one or more group
annuity contracts with one or more Insurers, investments therein may be
redeemed in cash but not in kind.
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<PAGE> ARTICLE VIII
LOANS TO PARTICIPANTS
8.1 PERMITTED LOANS - A "party in interest" as defined in Section 3(14) of
ERISA may borrow from his Pre-Tax, After-Tax and Employer Matching
Contribution Accounts (to the extent vested) upon the conditions and
limitations hereinafter prescribed. Each loan shall be for such term,
between a minimum of one (1) year, and a maximum of five (5) years, as the
borrower shall elect. No loan shall be permitted while any prior loan
balance is outstanding, or until at least thirty (30) days after the full
repayment thereof, nor shall any loan be permitted within twelve (12) months
after a default, as hereinafter defined, shall have occurred with respect to
a prior loan. The maximum principal amount of loan permitted for any
participant shall be the lesser of:
(i) Fifty Thousand Dollars ($50,000.00) reduced by any prior loan
principal repayments made by the borrower to this Plan within the 1-year
period ending on the day before the loan is made; or
(ii) 50% of the sum of the values of the nonforfeitable portions of
the Participant's Accounts.
The minimum initial principal amount of any loan shall be One Thousand
Dollars ($1,000.00).
8.2 LOAN POLICY. The Administrator shall set forth, in a separate written
document which this Section 8.2 incorporates as
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<PAGE> part of this Plan, a loan policy consistent with the provisions of
this Article under which:
(a) Loans shall be made available to all parties in interest on a
reasonably equivalent basis.
(b) Loans shall not be made available to Highly Compensated Employees
(as defined in Code Section 414(q)) in an amount greater than the amount made
available to other Employees.
(c) Loans shall be adequately secured and bear a reasonable interest
rate.
(d) Each loan shall be evidenced by a promissory note of the borrower
which shall require that repayment (principal and interest) be amortized in
level payments coincident with the dates upon which the borrower's
Compensation is or most recently was being paid at the time the loan was made
and shall provide for acceleration of maturity on the earliest date upon
which the borrower shall cease to be a "party in interest" as defined in
Section 3(14) of ERISA. Prepayment in whole, but not in part, shall be
permitted on any installment payment date on or after One (1) year from the
date of the loan.
Except to the extent specified in this Article, the separate written
document setting forth the loan policy must include the following:
(1) the identity of the person or persons authorized to administer
the loan program;
(2) the procedure for applying for a loan;
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<PAGE> (3) the basis upon which loans will be approved or denied;
(4) limitations (if any) on the types and amounts of loans offered;
(5) the procedure under the program for determining a reasonable rate
of interest;
(6) the types of collateral which may secure a loan; and
(7) the events constituting default and the steps that will be taken
to preserve plan assets in the event of such default.
8.3 DEFAULT. In the event an installment is not paid within thirty (30)
days after it is due, or in the event the entire outstanding balance is not
paid within thirty (30) days after the earliest date upon which the borrower
shall cease to be a "party in interest" as defined in Section 3(14) of ERISA,
the loan shall be deemed in default and the entire unpaid balance of
principal shall thereupon become due and payable. The Administrator shall
have the right to reduce the borrower's vested account balances to repay the
same; provided, however, that the borrower's Participant Pre-Tax
Contributions Account may not be so reduced until a distribution from such
Account is otherwise permitted under the terms of this Plan and under the
Code.
8.4 OFFSET AGAINST DISTRIBUTIONS. To the extent a borrower's
nonforfeitable accrued benefit becomes payable under the terms of the Plan to
him or his Beneficiary while a loan is outstanding, the
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<PAGE> loan shall thereupon become due and payable and the Trustee is and
shall be authorized to deduct the unpaid balance of the loan from and up to
the amount of such benefit payable to or in respect of the borrower.
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<PAGE> ARTICLE IX
DISTRIBUTIONS UPON DEATH
9.1 GENERAL. In the event of the death of a Participant prior to his
severance from service, a distribution of the entire value of the deceased
Participant's After-Tax Contributions Account, Pre-Tax Contributions Account
and Employer Matching Contributions Account shall be made to such
Participant's Beneficiary as hereinafter provided. In the event of a
Participant's death subsequent to his severance from service, a distribution
of the entire value of the deceased Participant's After-Tax Contributions
Account, Pre-Tax Contributions Account and Employer Matching Contributions
Account shall be made to such Participant's Beneficiary except to the extent
such value has been used to purchase an annuity and the Participant's death
occurs subsequent to his Annuity Starting Date, in which case any death
benefit payable under such annuity shall be paid in accordance with the terms
thereof.
9.2 METHOD OF PAYMENT. Payment of any death benefits not payable in
accordance with the terms of an annuity purchased by the Participant shall be
made in a lump sum, as an immediate or deferred annuity purchased under a
group annuity contract with an Insurer, as a combination of such methods of
payment or by payment in monthly, quarterly or annual installments over a
fixed period of time. The method of payment shall be chosen by the
Beneficiary.
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<PAGE>
<PAGE> 9.3 MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The
method of distribution to the Participant's Beneficiary must satisfy Code
Section 401(a)(9) and the applicable Treasury regulations. If the
Participant's death occurs after his Required Beginning Date or, if earlier,
the date the Participant commences an irrevocable annuity pursuant to Section
11.2, the method of payment to the Beneficiary must provide for completion of
payment over a period which does not exceed the payment period which had
commenced for the Participant. If the Participant's death occurs prior to
his Required Beginning Date, and the Participant had not commenced an
irrevocable annuity, the method of payment to the Beneficiary must provide
for completion of payment to the Beneficiary over a period not exceeding: (i)
5 years after the date of the Participant's death; or (ii) if the Beneficiary
is a designated Beneficiary, the designated Beneficiary's life expectancy.
The Plan Administrator may not direct payment of the Participant's
nonforfeitable accrued benefit over a period described in clause (ii) unless
the Trustee will commence payment to the designated Beneficiary no later than
the December 31 following the close of the calendar year in which the
Participant's death occurred or, if later, and the designated Beneficiary is
the Participant's surviving spouse, December 31 of the calendar year in which
the Participant would have attained age 70-1/2. If the Trustee will make
distribution in accordance with clause (ii), the minimum distribution for a
calendar year equals the Participant's
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<PAGE>
<PAGE> nonforfeitable accrued benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the designated
Beneficiary's life expectancy. The Plan Administrator must use the unisex
life expectancy multiples under Treas. Reg. Section 1.72-9 for purposes of
applying this paragraph. The Plan Administrator, only upon the written
request of the Participant or of the Participant's surviving spouse, will
recalculate the life expectancy of the Participant's surviving spouse not
more frequently than annually, but may not recalculate the life expectancy of
a nonspouse designated Beneficiary after the Trustee commences payment to the
designated Beneficiary. The Plan Administrator will apply this paragraph by
treating any amount paid to the Participant's child, which becomes payable to
the Participant's surviving spouse upon the child's attaining the age of
majority, as paid to the Participant's surviving spouse. Upon the
Beneficiary's written request, the Plan Administrator must direct the Trustee
to accelerate payment of all, or any portion, of the Participant's unpaid
Accrued Benefit, as soon as administratively practicable following the
effective date of that request unless the Participant shall have precluded
such Beneficiary's discretion in his Beneficiary designation.
9.4 ADMINISTRATIVE FORMS. All Beneficiary designations, elections and
spousal consents made in accordance with this Article must be made in writing
on forms prescribed by the Plan Administrator and shall become effective when
submitted to the Plan Administrator.
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<PAGE> ARTICLE X
DISTRIBUTIONS UPON SEPARATION FROM SERVICE
10.1 Following a Participant's separation from the service of his
Employer, other than by reason of Total Disability, death or Retirement, his
vested interest in his Employer Matching Contributions Account shall be
determined in accordance with Article VI hereof and shall be distributed
along with the balances in his Participant Pre-Tax Contributions Account and
Participant After-Tax Contributions Account as provided in this Article X.
At the time such distribution is made, the Participant's unvested interest in
his Employer Matching Contributions Account shall be forfeited, subject to
reinstatement as provided in Section 10.4.
10.2 The distribution prescribed by Section 10.1 shall be a lump sum
distribution (a "cash out distribution") of the entire value of the
distributee's Participant After-Tax Contributions Account, his Participant
Pre-Tax Contributions Account and his vested interest in his Employer
Matching Contributions Account. If the value of the vested portion of all of
the Participant's Accounts exceeds $3,500, a cashout distribution may not be
made prior to his Normal Retirement Age unless no earlier than 90 days, but
not later than 30 days (unless the 30 day minimum is waived as hereinafter
provided) before the distribution is made he shall have received a benefit
notice explaining his right to receive distribution in cash and/or in kind
and his right to defer distribution until he attains Normal Retirement Age,
and after
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<PAGE> receipt of such notice he shall have consented thereto in writing.
If such value does not exceed $3,500 (at the time of distribution), the
Participant's consent is not required, and the Plan Administrator (following
expiration of the 60-day period hereinafter specified) will direct the
Trustee to distribute such value in a lump sum, in cash and/or in kind except
that a distribution in kind shall be subject to the provisions of Section 7.5
and shall be made only if written application for the same is filed with the
Plan Administrator within sixty (60) days after the Participant's separation
from service.
If a distribution is one to which Sections 401(a)(11) and 417 of the
Internal Revenue Code do not apply, such distribution may commence less than
30 days after the notice required under Section 1.411(a)-11(c) of the Income
Tax Regulations is given, provided that:
(1) The Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and
(2) The Participant, after receiving the notice affirmatively elects
a distribution.
10.3 If a Participant's written consent is required pursuant to Section
10.2 and the Participant fails to provide such consent, the Plan
Administrator shall direct the Insurer or Trustee to defer the distribution
prescribed by Section 10.1 until the earlier of
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<PAGE> receipt of written consent from the Participant or his Normal
Retirement Age, at which time distribution may be made partly or wholly in
kind (subject to Section 7.5) if the Participant shall so direct with such
written consent, and otherwise shall be made wholly in cash and not later
than the 60th day after the Participant's Normal Retirement Age.
10.4 A Participant who is re-employed by a Participating Company after
receiving a cash-out distribution of his Accounts under the Plan shall have
the right to reinstate his interest in his Accounts to the same dollar amount
as the dollar amount thereof on the valuation date immediately preceding the
date of the cash-out distribution by repaying to the Trustee in cash within
five (5) years after his reemployment commencement date the entire value of
such cash-out distribution unless:
(a) the Participant's Employer Contributions Account was one hundred
percent (100%) vested at the time of the cash-out distribution; or
(b) the Participant incurred a Forfeiture Break In Service. This
condition shall apply even if the Participant makes repayment within the
Plan Year in which he incurs the Forfeiture Break in Service.
To the extent Participant forfeitures are insufficient to provide for a
reinstatement required hereunder, the Employer shall contribute to the Trust
Fund, without regard to any requirement or condition of Article III, the
additional amount necessary to enable the Plan Administrator to make the
required reinstatement.
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<PAGE>
<PAGE> 10.5 Amounts forfeited by Participants in accordance with any
provision of the Plan shall be used to reinstate Participant forfeitures
pursuant to Section 10.4, offset subsequent Employer Contributions under the
Plan or shall be distributed in accordance with the provisions hereinafter
made concerning termination of this Plan.
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<PAGE> ARTICLE XI
DISTRIBUTIONS UPON RETIREMENT OR DISABILITY
11.1 A Participant shall be entitled to a distribution of the entire value
of his Participant After-Tax Contributions Account, his Participant Pre-Tax
Contributions Account, and his Employer Matching Contributions Account on or
after the date of his Total Disability or Retirement. No earlier than 90
days, but not later than 30 days (unless the 30 day minimum is waived as
hereinafter provided), before distribution is made or commenced, the Plan
Administrator must provide to the Participant a benefit notice explaining the
optional forms of benefit under the Plan and the Participant's right to defer
distribution until his Required Beginning Date as defined in Article XII.
Such distribution will be made or commenced not later than the 60th day after
the close of the Plan Year in which the later of the following occurs:
(a) the Participant attains Normal Retirement Age; or
(b) the Participant has a separation from service with his Employer;
unless the Participant elects a further deferral until no later than his
Required Beginning Date as defined in Article XII. During the period of any
such further deferral, the Participant may make a total withdrawal, or
partial withdrawals; provided that no more than one partial withdrawal may be
made in each calendar year and such withdrawal must be for a minimum amount
or value of at least One Thousand Dollars ($1,000.00).
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<PAGE> If a distribution is one to which Sections 401(a)(11) and 417 of
the Internal Revenue Code do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:
(1) The Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and
(2) The Participant, after receiving the notice, affirmatively elects
a distribution.
11.2 At the election of the Participant, distribution shall be made in a
lump sum in cash and/or in kind (subject to Section 7.5), by cash payment in
annual installments over a fixed reasonable period of time not exceeding the
life expectancy of the Participant, or the joint life and last survivor
expectancy of the Participant and his Beneficiary, as an immediate or
deferred annuity purchased under any group annuity contract then in effect
under this Plan with an Insurer, or as a combination of such methods of
payment, provided that any method of payment selected must meet the minimum
distribution requirements specified in Article XII. If a group annuity
contract with an Insurer is then in effect for the purpose of funding this
Plan in whole or in part, the 30 days minimum period for notice under Section
11.1 may not be
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<PAGE> waived and not earlier than 90 days nor later than 30 days before
the Participant's Annuity Starting Date, the Plan Administrator shall furnish
to each Participant entitled to a distribution pursuant to Section 11.1,
written descriptions of the annuities available under such contract (which
shall include a Qualified Joint and Survivor Annuity). If a Participant is
married and elects to have such distribution made in whole or in part through
the purchase of an annuity, the annuity must be paid as a Qualified Joint and
Survivor Annuity, unless the Participant executes a waiver election. Except
as hereinafter provided in the case of a blanket spousal consent, a married
Participant's waiver election is not valid unless (a) the Participant's
spouse (to whom the survivor annuity would be payable under a Qualified Joint
and Survivor Annuity), after the Participant has received the written
explanation described in this Section 11.2, has consented in writing to the
waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his
representative) witnesses the spouse's consent, (b) the spouse consents to
the alternate form of payment designated by the Participant or to any change
in that designated form of payment, and (c) unless the spouse is the
Participant's sole primary Beneficiary, the spouse consents to the
Participant's Beneficiary designation or to any change in the Participant's
Beneficiary designation. The spouse's consent to a waiver of the Qualified
Joint and Survivor Annuity is irrevocable, unless the Participant revokes the
waiver election. Notwithstanding the
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<PAGE>
<PAGE> aforegoing, a spouse may execute a blanket consent to any form of
payment designation or to any Beneficiary designation made by the
Participant, if the spouse acknowledges the right to limit that consent to a
specific designation but, in writing, waives that right. The consent
requirements of this Section 11.2 apply to a former spouse of the
Participant, to the extent required under a qualified domestic relations
order.
The Plan Administrator will accept as valid a waiver election which does
not satisfy the spousal consent requirements if the Plan Administrator
establishes the Participant does not have a spouse, the Plan Administrator is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the consent
requirement. If the Participant's spouse is legally incompetent to give
consent, the spouse's legal guardian (even if the guardian is the
Participant) may give consent.
If a Participant is not married and elects to have distribution made in
whole or in part through the purchase of an annuity, he will receive an
annuity which will terminate upon his death, unless his election to have
distribution made through the purchase of an annuity contains a contrary
direction. Any such contrary direction must comply with the requirements of
Code Section 401(a)(9) and the applicable Treasury regulations.
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<PAGE>
<PAGE> Any revocation of an annuity election made by a married
Participant shall require his spouse's consent.
11.3 All elections and revocations of elections and consents to
revocations and elections made in accordance with this Article must be made
in writing on forms prescribed by and submitted to the Plan Administrator.
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<PAGE>
<PAGE> ARTICLE XII
DISTRIBUTIONS COMMENCING ON REQUIRED BEGINNING DATE
12.1 REQUIRED BEGINNING DATE. If any distribution commencement date
described under Articles X or XI, either by Plan provision or by Participant
election (or non-election) is later than the Participant's Required Beginning
Date, the Plan Administrator shall direct that minimum distributions,
determined pursuant to Section 12.2, be made to the Participant commencing on
his Required Beginning Date. A Participant's Required Beginning Date is the
April 1 following the close of the calendar year in which the Participant
attains age seventy and one-half (70-1/2). However, if the Participant, prior
to incurring a separation from service with his Employer, attained 70-1/2 by
January 1, 1988, and, for the five Plan Year period ending on the calendar
year in which he attained age 70-1/2 and for all subsequent years, the
Participant was not a more than 5% owner of the Employer, the Required
Beginning Date is the April 1 following the close of the calendar year in
which the Participant becomes a more than 5% owner of the Employer.
Furthermore, if a Participant who was not a more than 5% owner of the
Employer, attained age 70-1/2 during 1988 and did not incur a separation from
service prior to January 1, 1989, his Required Beginning Date is April 1,
1990. On the last business day of December in each calendar year commencing
with the December of the same year in which occurs the Participant's Required
Beginning Date, the Plan Administrator shall direct that a minimum
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<PAGE>
<PAGE> distribution determined pursuant to Section 12.2 be made to the
Participant to the extent the Participant shall not have withdrawn such
amount during such calendar year. If the Participant receives distribution
in the form of a nontransferable annuity contract, the distribution satisfies
Section 12.2 if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations thereunder.
12.2 MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The minimum
distribution required by Section 12.1 for a calendar year equals the sum of
the Participant's vested interests in all of his Accounts (i.e. his
Nonforfeitable Accrued Benefit) as of the latest valuation date preceding the
beginning of the calendar year, divided by the Participant's life expectancy
or, if applicable, the joint and last survivor expectancy of the Participant
and his designated Beneficiary (as determined under Article IX, subject to
the requirements of the Code Section 401(a)(9) regulations). The Plan
Administrator will increase the Participant's Nonforfeitable Accrued
Benefit, as determined on the relevant valuation date, for contributions
allocated after the valuation date and by December 31 of the valuation
calendar year, and will decrease the valuation by distributions made after
the valuation date and by December 31 of the valuation calendar year. For
purposes of this valuation, the Plan Administrator will treat any portion of
the minimum distribution for the first distribution calendar year made after
the close of that year as a distribution occurring in that first
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<PAGE>
<PAGE> distribution calendar year. In computing a minimum distribution,
the Plan Administrator shall use the unisex life expectancy multiples under
Treas. Reg. Section 1.72-9. Only upon the written request of the Participant
on or before the Participant's Required Beginning Date shall the Plan
Administrator determine the minimum distribution for subsequent calendar
years by redetermining the applicable life expectancy. Even upon such
request, the Plan Administrator may not redetermine the joint life and last
survivor expectancy of the Participant and a nonspouse designated Beneficiary
in a manner which takes into account any adjustment to a life expectancy
other than that of the Participant.
If the Participant's spouse is not his designated Beneficiary, the Plan
Administrator shall not direct distribution under this Article, nor shall the
Participant elect distribution, under a method of payment which provides more
than incidental benefits to the Beneficiary. For Plan Years beginning after
December 31, 1988, the Plan must satisfy the minimum distribution incidental
benefit ("MDIB") requirement in the Treasury regulations issued under Code
Section 401(a)(9) for distributions made on or after the Participant's
Required Beginning Date and before the Participant's death. To satisfy the
MDIB requirement, the Plan Administrator will compute the minimum
distribution required by this Section 12.2 by substituting the applicable
MDIB divisor for the applicable life expectancy factor, if the MDIB divisor
is a lesser number. Following the Participant's death, the Plan Administrator
will compute the minimum distribution required by this Section 12.2
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<PAGE>
<PAGE> solely on the basis of the applicable life expectancy factor and
will disregard the MDIB factor. For Plan Years beginning prior to January 1,
1989, the Plan satisfies the incidental benefits requirement if the
distributions to the Participant satisfied the MDIB requirement or if the
present value of the retirement benefits payable solely to the Participant is
greater than 50% of the present value of the total benefits payable to the
Participant and his Beneficiaries. The Plan Administrator shall determine
whether benefits to the Beneficiary are incidental as of the date of
commencement of payment of the retirement benefits to the
Participant, or as of any date the Plan Administrator redetermines the
payment period to the Participant.
12.3 SOURCE OF DISTRIBUTIONS. Distributions under this Article XII shall be
applied pro rata against the Participant's Accounts.
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<PAGE>
<PAGE> ARTICLE XIII
DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS
13.1 TRUSTEE RESPONSIBILITY. Nothing contained in this Plan shall prevent
the Trustee, in accordance with the direction of the Administrator, from
complying with the provisions of a qualified domestic relations order (as
defined in Code Section 414(p)).
13.2 PROCEDURES. The Administrator shall establish reasonable procedures
to determine the qualified status of a domestic relations order. Upon
receiving a domestic relations order, the Administrator promptly shall notify
the Participant and any alternate payee named in the order, in writing, of
the receipt of the order and the Plan's procedures for determining the
qualified status of the order. Within a reasonable period of time after
receiving the domestic relations order, the Administrator shall determine the
qualified status of the order and shall notify the Participant and each
alternate payee, in writing, of its determination. The Administrator shall
provide notice under this paragraph by mailing to the individual's address
specified in the domestic relations order, or in a manner consistent with
Department of Labor regulations. The Administrator may treat as qualified
any domestic relations order entered prior to January 1, 1985, irrespective
of whether it satisfies all the requirements described in Code Section
414(p).
13.3 SEGREGATED ACCOUNTS. If any portion of the Participant's Accounts
is payable during the period the
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<PAGE>
<PAGE> Administrator is making its determination of the qualified status
of the domestic relations order, the Administrator shall direct the Trustee
to segregate the amounts payable in a separate account and to invest the
segregated account solely in fixed income investments. If the Administrator
determines the order is a qualified domestic relations order within eighteen
(18) months of receiving the order, the Administrator shall direct the
Trustee to distribute the segregated account in accordance with the order. If
the Administrator does not make its determination of the qualified status of
the order within eighteen (18) months after receiving the order, the
Administrator shall direct the Trustee to distribute the segregated account
in a manner the Administrator deems the Plan would distribute if the order
did not exist. The order shall apply prospectively if the Administrator
later determines the order is a qualified domestic relations order.
13.4 SEPARATE DISTRIBUTION TO ALTERNATE PAYEES. The Administrator shall
direct the Trustee to make any payments or distributions required under this
Article by separate benefit checks or other separate distribution to the
alternate payee(s).
13.5 DISTRIBUTION NOT TREATED AS WITHDRAWAL. A distribution to an
alternate payee pursuant to a qualified domestic relations order shall not be
treated for purposes of this Plan as a withdrawal by the Participant from
whose Account(s) such distribution is made. Moreover, this Plan specifically
permits distribution to an alternate payee under a Qualified Domestic
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<PAGE>
<PAGE> Relations Order at any time to the extent of a Participant's
nonforfeitable accrued benefit.
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<PAGE>
<PAGE> ARTICLE XIV
TOP HEAVY RULES
14.1 If this Plan is top heavy in any Plan Year beginning after December
31, 1983, each Participant who is a Non-Key Employee and is employed by the
Employer on the Determination Date of the Plan Year without regard to Hours
of Service completed during the Plan Year, shall, if he or she is a
Participant in the Employer's Pension Plan, have an accrued benefit under the
Employer's Pension Plan at the end of the top heavy Plan Year, derived from
Employer Contributions, which, when expressed as a straight life annuity
(with no ancillary benefits) commencing on the first day of the month
following the Participant's Normal Retirement Date, is not less than two
percent (2%) of his or her average Compensation for years in the testing
period provided by Code Section 416(c)(1) multiplied by the number of Years
of Service determined under paragraphs (4), (5) and (6) of Code Section
411(a) (not to exceed ten (10)) earned as a Non-Key Employee Participant in
top heavy Plan Years. Any such Participant who is not a Participant in the
Employer's Pension Plan shall for such Plan Year receive under this Plan a
guaranteed minimum contribution prescribed hereinbelow for Non-Key Employees.
If the contribution rate for the Key Employee with the highest contribution
rate is less than three percent (3%) of such Participant's
Compensation, the guaranteed minimum contribution for Non-Key Employees shall
equal the highest contribution rate received by a Key Employee. To determine
the contribution rate,
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<PAGE>
<PAGE> the Plan Administrator shall consider all qualified top heavy
defined contribution plans maintained by the Employer as a single plan.
Notwithstanding the preceding provisions of this Section 14.1, if a defined
benefit plan maintained by the Employer which benefits one or more Key
Employees depends on this Plan to satisfy the anti-discrimination rules of
Code Section 401(a)(4) or the coverage rules of Code Section 410 (or another
plan benefiting one or more Key Employees so depends on such defined benefit
plan), the guaranteed minimum contribution for a Non-Key Employee is three
percent (3%) of his Compensation regardless of the contribution rate for the
Key Employees.
For purposes of this Section 14.1, the term "Participant" includes any
Employee otherwise eligible to participate in this Plan but who is not a
Participant because of his failure to make elective deferrals under a Code
Section 401(k) arrangement or because of his failure to make mandatory
employee contributions. For purposes of this Section 14.1, "Compensation"
means Compensation as defined in Section 4.1(b).
For purposes of this Section 14.1, a Participant's contribution rate is the
sum of Employer Matching Contributions plus Participant Pre-Tax Contributions
allocated to the Participant's Account for the Plan Year divided by his
Compensation for the entire Plan Year. However, for purposes of satisfying a
Participant's top heavy minimum allocation in Plan Years beginning after
December 31, 1988, a Participant's contribution rate does not
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<PAGE>
<PAGE> include any elective contributions necessary to satisfy the
nondiscrimination requirements of Code Section 401(k) or of Code Section
401(m). To determine a Participant's contribution rate, the Plan
Administrator must treat all qualified top heavy defined contribution plans
maintained by the Employer (or any related Employer described in Section
1.26) as a single plan.
14.2 If the contribution rate for the Plan Year with respect to a Non-Key
Employee who is required by Section 14.1 to receive a guaranteed minimum
contribution under the Plan is less than the minimum contribution, the
Employer will increase its contribution for such Employee to the extent
necessary for his contribution rate for the Plan Year to equal the guaranteed
minimum contribution. The Plan Administrator shall allocate the additional
contribution to the Employer Matching Contributions Account of the Non-Key
Employee for whom the Employer makes the contribution.
14.3 If this Plan is the only qualified plan maintained by the Employer,
the Plan is top heavy for a Plan Year if the top heavy ratio as of the
Determination Date exceeds sixty percent (60%). The top heavy ratio is a
fraction, the numerator of which is the sum of the amounts standing in the
Accounts of all Key Employees as of the Determination Date and the
denominator of which is the similar sum determined for all Employees. The
Plan Administrator must include in the top heavy ratio, as part of the
numerator, any contribution not made as of the Determination Date but
includible under Code Section 416 and the applicable Treasury regulations,
and distributions made within the Determination
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<PAGE>
<PAGE> Period. The Plan Administrator shall calculate the top heavy ratio
by disregarding the Accounts and distributions, if any, of the Accounts of
any Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accounts (including distributions, if any, of the Accounts) of an individual
who has not received credit for at least one Hour of Service with the
Employer during the Determination Period. The Plan Administrator shall
calculate the top heavy ratio, including the extent to which it must take
into account distributions, rollovers and transfers, in accordance with Code
Section 416 and the regulations under that section.
If the Employer maintains other qualified plans, or maintained another such
plan which now is terminated, this Plan is top heavy only if it is part of
the Required Aggregation Group, and the top heavy ratio for both the Required
Aggregation Group and the Permissive Aggregation Group, if any, exceeds sixty
percent (60%). The Plan Administrator will calculate the top heavy ratio in
the same manner as required by the first paragraph of this Section 14.3,
taking into account all plans within the Aggregation Group. To the extent the
Plan Administrator must take into account distributions to a Participant,
the Plan Administrator shall include distributions from a terminated plan
which would have been part of the Required Aggregation Group if it were in
existence on the Determination Date. The Plan Administrator shall calculate
the present value of accrued benefits and other amounts the Plan
Administrator must take into account under defined benefit plans
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<PAGE>
<PAGE> included within the group, in accordance with the terms of those
plans, Code Section 416 and the regulations under that section. If an
aggregated plan does not have a valuation date coinciding with the
Determination Date, the Plan Administrator shall value the accrued benefits
in the aggregated plan as of the most recent valuation date falling within
the twelve-month period ending on the Determination Date except as Code
Section 416 and applicable Treasury regulations require for the first and
second year of a defined benefit plan. The Plan Administrator shall
calculate the top heavy ratio with reference to the Determination Dates that
fall within the same calendar year.
14.4 If, during any Limitation Year, this Plan is top heavy, the Plan
Administrator shall apply the limitations of Article IV to a Participant by
substituting 1.0 for 1.25 each place it appears in Section 4.1. This Section
14.4 shall not apply if:
(a) The contribution rate for a Non-Key Employee who participates
only in the defined contribution plan(s) would satisfy Section 14.1 if the
Plan Administrator substituted four percent (4%) for three percent (3%);
(b) A Non-Key Employee who participates in the top heavy defined
benefit plan(s) receives an extra minimum contribution or benefit which
satisfies Code Section 416(h)(2); and
(c) The top heavy ratio does not exceed ninety percent (90%).
14.5 Effective for the first Plan Year for which the Plan is top heavy and
then in all subsequent Plan Years, a Participant's
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<PAGE>
<PAGE> vested interest in his Employer Matching Contributions Account
shall be determined in accordance with the following schedule:
YEARS OF SERVICE VESTING PERCENTAGE
Less then 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
The above top heavy vesting schedule will apply to Participants who earn at
least one (1) Hour of Service after such schedule becomes effective.
Nonetheless, such shift to the above top heavy vesting schedule is a vesting
schedule amendment within the meaning of Section 6.1(b).
14.6 For purposes of applying the provisions of this Article XIV:
(a) "Key Employee" shall mean, as of any Determination Date, any
Employee or former Employee (or Beneficiary of such Employee) who, for any
Plan Year in the Determination Period: (i) has Compensation in excess of 50%
of the dollar amount prescribed in Code Section 415(b) (1) (A) (relating to
defined benefit plans) and is an officer of the Employer; (ii) has
Compensation in excess of the dollar amount prescribed in Code Section 415(c)
(1) (A) (relating to defined contribution plans) and is one of the Employees
owning the ten largest interests in the Employer; (iii) is a more than 5%
owner of the Employer; or (iv) is a more than 1% owner of the
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<PAGE>
<PAGE> Employer and has Compensation of more than $150,000. The
constructive ownership rules of Code Section 318 (or the principles of
that section, in the case of an unincorporated Employer) will apply to
determine ownership in the Employer. The number of officers taken into
account under clause (i) will not exceed the greater of 3 or 10% of the total
number (after application of the Code Section 414(q) exclusions) of
Employees, but no more than 50 officers. The Plan Administrator will make
the determination of who is a Key Employee in accordance with Code Section
416(i) and the regulations under that Code section.
(b) "Non-Key Employee" is an Employee who does not meet the
definition of Key Employee.
(c) "Compensation" means Compensation as determined under Section
3.3(c)(iii) for purposes of identifying Highly Compensated Employees.
(d) "Required Aggregation Group" means:
(1) Each qualified plan of the Employer in which at least one
(1) Key Employee participates during the Determination Period; and
(2) Any other qualified plan of the Employer which enables a
plan described in (1) to meet the requirements of Code Section Section
401(a)(4) or 410.
(e) "Permissive Aggregation Group" is the Required Aggregation Group
plus any other qualified plans maintained by the Employer, but only if such
group would satisfy in the aggregate the
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<PAGE>
<PAGE> requirements of Code Section Section 401(a)(4) and 410. The Plan
Administrator shall determine the Permissive Aggregation Group.
(f) "Employer" shall mean all the members of a controlled group of
corporations [as defined in Code Section 414(b)], of a commonly controlled
group of trades or businesses (whether or not incorporated) [as defined in
Code Section 414(c)], or of an affiliated service group [as defined in Code
Section 414(m)], of which the Employer is a part. However, the Plan
Administrator shall not aggregate ownership interests in more than one member
of a related group to determine whether an individual is a Key Employee
because of his ownership interest in the Employer.
(g) "Determination Date" for any Plan Year is the last day of the
preceding Plan Year. The "Determination Period" is the 5-year period ending
on the Determination Date.
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<PAGE>
<PAGE> ARTICLE XV
ADMINISTRATION
15.1 PLAN ADMINISTRATOR.
(a) The Plan Administrator shall have the responsibility for
administering the Plan and carrying out its provisions. The Plan
Administrator may delegate any or all of its duties, powers, and
responsibilities with respect to the Plan, to an administrative committee
(designated the Plan Administrative Committee), which shall consist of not
fewer than three persons and which shall be appointed by the Plan
Administrator. Any member of the Plan Administrative Committee may be
removed and new members may be appointed by the Plan Administrator at any
time.
(b) Any person appointed to be a member of the Plan Administrative
Committee shall give his acceptance in writing to the Plan Administrator.
Any member of the Plan Administrative Committee may resign by delivering his
written resignation to the Plan Administrator, and such resignation shall
become effective upon such delivery or upon any date specified therein.
(c) The Plan Administrative Committee may delegate any or all of its
duties, powers, and responsibilities to one or more individuals or
subcommittees, whose members may or may not be members of the Plan
Administrative Committee.
15.2 Responsibilities. The Plan Administrator shall have the
responsibility to construe and interpret the provisions of the Plan
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<PAGE>
<PAGE> and all parts thereof, to construe any ambiguity or supply any
omission or reconcile any inconsistencies in such manner and to such extent
as it deems proper, and to determine all questions with respect to the
individual rights of Participants and their beneficiaries and legal
representatives under the Plan, including, but not by way of limitation, all
issues with respect to eligibility, compensation, base rate of pay, base pay,
contributions, vesting and credited service. The interpretation or
construction placed upon any term or provision of the Savings Plan and any
action taken by the Administrator, the Trustee, a Participating Company or a
Participant in good faith pursuant thereto shall be final and conclusive upon
all parties hereto, the Participating Companies, the Trustee at the time, the
Participants and all other persons concerned.
15.3 RULES AND REGULATIONS. The Administrator shall from time to time
enact such rules and regulations and prescribe such forms as it may deem
proper and necessary to facilitate the carrying out of the Plan. Whenever
the Administrator shall have prescribed a form for any action to be taken by
a Participant, or his beneficiaries or legal representatives, such as, but
not limited to, apply for participation, selecting, changing or terminating
investment options, directions for sale, increasing or decreasing his Pre-Tax
or After-Tax Contributions, terminating participation, requesting withdrawal,
and nominating, changing or revoking beneficiaries, such action shall not be
effective unless
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<PAGE>
<PAGE> taken by executing and filing with the Administrator the proper
form in the number of copies required by the Administrator.
15.4 RIGHTS OF PARTICIPANTS AND BENEFICIARIES. Any Participant or any
beneficiary receiving benefits under the Plan may examine copies of the Plan
description, latest annual report and this Plan and the Trust Agreement. The
Administrator will maintain all of such items in its office for examination
during reasonable business hours and in such additional place or places as
the Administrator may designate from time to time in order to comply with
applicable law. Upon the written request of a Participant or a beneficiary
receiving benefits under the Savings Plan, the Administrator shall furnish
him a copy of any item listed in this paragraph, for which the Administrator
may impose a reasonable charge.
15.5 CLAIMS PROCEDURE.
(a) If any person makes a claim regarding the amount of any
distribution or its method of payment, such person shall present the reason
for the claim in writing to the Plan Administrator. The Plan Administrator,
in its discretion, may request a meeting to clarify any matters that it deems
pertinent. A claimant who is denied a claim will, within 90 days of the Plan
Administrator's receipt of the claim, be given notice by the Plan
Administrator that describes:
(i) The specific reason or reasons for the denial;
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<PAGE>
<PAGE> (ii) The specific reference to the Plan provisions on which the
denial is based;
(iii) A list of additional material or information (if any)
that is necessary for the claimant to perfect the claim, with an
explanation of why the additional information is needed;
(iv) An explanation of the Plan's claim review procedure; and
(v) An explanation that the claimant may request a review of his
claim denial by the Plan Administrator by filing a written request
with the Plan Administrator not more than 60 days after receiving
written notice of the denial and that the claimant, or his
representative, before such review, may review pertinent documents and
submit issues and comments in writing.
The 90-day period may be extended to 180 days if special circumstances
require such an extension and the claimant is notified of the extension
within 90 days of the Plan Administrator's receipt of the claim.
(b) If a review of the initial denial is requested and the claim is
again denied, the Plan Administrator shall again give written notice within
60 days of its decision to deny the claim to the claimant setting forth items
(i) and (ii) above. However, the 60-day period may be extended to 120 days
if special circumstances require such an extension and the claimant is
notified of the extension within 60 days of the Plan Administrator's receipt
of the
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<PAGE>
<PAGE> request for review. All final interpretations, determinations and
decisions of the Plan Administrator with respect to any matter hereunder
shall be conclusive and binding upon the Employer, Participants, Employees,
and all other persons claiming interest under the Plan, except as otherwise
provided by ERISA.
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<PAGE>
<PAGE> ARTICLE XVI
INDEMNIFICATION
16.1 The Company agrees to indemnify and save harmless all persons acting
from time to time as the Administrator from and against any and all loss
resulting from liability to which the Administrator may be subjected by
reason of any act or conduct (except willful misconduct or gross negligence)
in its official capacities in the administration of this Plan including all
expenses reasonably incurred in its defense, in case the Company fails to
provide such defense. The indemnification provisions of this Section 16.1
shall not relieve the Administrator from any liability which it may have to
anyone other than the Company for breach of a fiduciary duty.
Nothing herein stated shall preclude the following:
(a) This Savings Plan from purchasing insurance for its fiduciaries
or for itself to cover liabilities or losses occurring by reason of the act
or omission of a fiduciary if such insurance permits recourse by the
insurer against the fiduciary in the case of a breach of a fiduciary
obligation by such fiduciary;
(b) A fiduciary from purchasing insurance to cover liability from and
for his own account; and
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<PAGE>
<PAGE> (c) The Company from purchasing insurance to cover potential
liability of one or more persons who serve in a fiduciary capacity
with regard to this Savings Plan.
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<PAGE>
<PAGE> ARTICLE XVII
CONCERNING THE TRUSTEE
17.1 PURPOSES OF TRUST. The Company has entered into a separate Trust
Agreement for the purposes of enabling the Trustee to receive contributions
from Participating Companies and Participants, invest those contributions
pursuant to this Plan and make distributions in accordance with this Plan or
in accordance with instructions of the Plan Administrator pursuant to this
Plan.
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<PAGE>
<PAGE> ARTICLE XVIII
CONCERNING THE PARTICIPATING COMPANIES
18.1 Any corporation, fifty percent (50%) or more of the stock of which
outstanding and entitled to vote is owned by one or more Participating
Companies, may elect to participate in the Plan by filing an instrument in
writing with the Company and the Trustee electing to participate in and to
accept the terms and provisions of this Plan and the Trust Agreement.
Whenever there shall be a Participating Company other than the Company, the
Company shall be the agent of all Participating Companies for all purposes of
this Plan except withdrawal from or termination of participation, other than
a termination of this Plan in its entirety. Any Participating Company may
withdraw from or terminate participation by filing a written notice of
withdrawal or termination with the Trustee and the Company.
18.2 None of the Participating Companies shall be obliged to pay any
contribution payable by another Participating Company, but the Participating
Companies shall have the right, if they so agree from time to time, to pay
any such contribution of a Participating Company.
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<PAGE>
<PAGE> ARTICLE XIX
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
19.1 EXCLUSIVE BENEFIT. Except as provided under Article X, no Employer
has any beneficial interest in any asset of the Trust and no part of any
asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities
with respect to the Participants and their Beneficiaries under the Plan, may
any part of the corpus or income of the Trust, or any asset of the Trust, be
(at any time) used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries.
19.2 AMENDMENT BY COMPANY. In order to facilitate administration, the
Company shall be the agent for all other Employers for purposes of amending
this Plan from time to time (subject to the right of each Employer party to a
Schedule hereto to modify, amend or change any provision of this Plan insofar
as applicable to Employees included in such Schedule) and for all other
purposes except withdrawing from or otherwise terminating participation under
this Plan as an Employer. The Company, by action of its Board of Directors,
shall have the right at any time to amend, in whole or in part, any of the
provisions of this Plan, including the right to make such amendments
effective retroactively, if necessary, to bring the Plan into compliance with
the requirements of the Code, ERISA and the regulations promulgated
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<PAGE>
<PAGE> under each. No amendment shall make it possible for Plan assets to
be used for, or diverted to, purposes other than the exclusive benefit of
Participants and former Participants and their Beneficiaries.
Code Section 411(d) (6) Protected Benefits. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease
a Participant's accrued benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment. An amendment reduces or
eliminates Code Section 411(d)(6) protected benefits if the amendment has the
effect of either (i) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (ii) except
as provided by Treasury regulations, eliminating an optional form of benefit.
The Plan Administrator must disregard an amendment to the extent application
of the amendment would fail to satisfy this paragraph. If the Plan
Administrator must disregard an amendment because the amendment would violate
clause (i) or clause (ii), the Plan Administrator must maintain a schedule of
the early retirement option or other optional forms of benefit the Plan must
continue for the affected Participants.
19.3 DISCONTINUANCE. Each Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and as to its participation
to terminate, at any time, this Plan
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<PAGE>
<PAGE> and the Trust. The Plan will terminate as to such Employer upon
the first to occur of the following:
(a) The date terminated by action of the Employer;
(b) The dissolution or merger of the Employer, unless the successor
makes provision to continue the Plan, in which event the successor must
substitute itself as the Employer under this Plan. Any termination of the
Plan resulting from this paragraph (b) is not effective until compliance
with any applicable notice requirements under ERISA.
19.4 MERGER, CONSOLIDATION OR TRANSFER. The Trustee may not consent to or
be a party to, any merger or consolidation with another plan, or to a
transfer of assets or liabilities to another plan, unless immediately
after the merger, consolidation or transfer, the surviving Plan provides
each Participant a benefit equal to or greater than the benefit each
Participant would have received had the Plan terminated immediately before
the merger or consolidation or transfer.
19.5 TERMINATION. If the Plan is terminated or partially terminated by an
Employer, any forfeitures which shall have occurred in accordance with
Article X hereof prior to the termination or partial termination of the Plan,
which shall not have been used to offset Employer Contributions or to
reinstate Participant forfeitures in accordance with Section 10.5, shall be
distributed pro-rata to the affected Participants in the same proportion that
the sum of the Participant After-Tax Contributions
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<PAGE>
<PAGE> Account, Participant Pre-Tax Contributions Account and Employer
Matching Contributions Account balances of each such Participant bears to the
sum of such account balances of all Participants.
If the Plan is terminated or partially terminated by an Employer, the
entire value of each affected Participant's After-Tax Contributions Account,
Participant Pre-Tax Contributions Account and Employer Matching Contributions
Account as of the Valuation Date coincident with or immediately following
the effective date of the termination or partial termination, plus any
distribution to which such Participant is entitled pursuant to this Section
19.5, shall, at the election of the Participant, be distributed to the
Participant in a lump sum, as an immediate or deferred annuity purchased
under a group annuity contract with an Insurer, or as a combination of such
methods of payment, as soon as practicable after such Valuation Date.
Distribution Restrictions Under Code Section 401(k). The portion of the
Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions under a Code Section 401(k) arrangement (or to amounts treated
under the Code Section 401(k) arrangement as elective contributions) is not
distributable on account of Plan termination, as described in this Section
19.5, unless: (a) the Participant otherwise is entitled under the Plan to a
distribution of that portion of his Nonforfeitable Accrued Benefit; or (b)
the Plan termination occurs without the establishment of a successor plan. A
distribution made after March 31, 1988, pursuant to clause (b),
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<PAGE>
<PAGE> must be part of a lump sum distribution to the Participant of his
nonforfeitable accrued benefit.
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<PAGE>
<PAGE> ARTICLE XX
APPENDICES
20.1 One or more appendices may be executed and attached hereto by a
Participating Company and shall include each employee of such Participating
Company (i) who is a member of a particular certified collective bargaining
unit, the collective bargaining agency for which has either accepted the
terms and conditions of this Plan, or has consented to the solicitation of
applications for participation from members of such collective bargaining
unit, and (ii) who is eligible for participation in this Plan. Each such
appendix shall include a statement of which of the Participating Companies is
a party thereto and a description of the employee group includible within
such appendix and may, in addition, contain provisions adding to, modifying,
amending or changing any provision of this Agreement, insofar as applicable
to employees included in such appendix, but nothing contained in any appendix
shall be of effect except with respect to so much of the employment of such
employees as may come within such appendix.
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<PAGE>
<PAGE> ARTICLE XXI
ELIGIBLE ROLLOVER DISTRIBUTIONS
21.1 APPLICATIONS. This Article applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this Article, a
distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a
direct rollover.
21.2 DEFINITIONS.
(a) "Eligible rollover distribution." An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under Code Section 401(a)(9); and
the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion of net unrealized appreciation
with respect to employer securities).
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<PAGE>
<PAGE> (b) "Eligible retirement plan." An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a qualified trust described in Code
Section 401(a), that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
(c) "Distributee." A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving spouse
and the employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p), are distributees with regard to the interest of the
spouse or former spouse.
(d) "Direct rollover." A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.
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<PAGE>
<PAGE> ARTICLE XXII
MISCELLANEOUS
22.1 RIGHT OF EMPLOYER TO DISMISS EMPLOYEES. Neither the action of the
Company in establishing this Plan and the Trust nor of any other
Participating Company in electing to participate therein nor any action taken
by any Participating Company under the provisions hereof, nor any provision
of this Plan or of the Trust shall be construed as giving to any employee of
any Participating Company the right to be retained in its employ or any right
to any payment whatsoever except to the extent of the benefits provided for
by this Plan to be paid from the Trust.
22.2 GOVERNING LAW. This Agreement shall be administered and construed
according to the laws of the State of Maryland.
22.3 TEXT TO CONTROL. The headings of Articles and Sections are included
solely for convenience of reference, and, if there be any conflict between
such headings and the text of this Plan, the text shall control.
22.4 GENDER. Masculine pronouns shall refer to both males and females.
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<PAGE>
<PAGE> IN WITNESS WHEREOF, Crown Central Petroleum Corporation has
caused this Amended and Restated Plan to be executed on its behalf and
pursuant to the authority conferred upon it by the Plan, on behalf of all
Participating Companies, by its duly authorized officers and its corporate
seal to be hereunto affixed this ______ day of ______________________ , 1991.
ATTEST: CROWN CENTRAL PETROLEUM CORPORATION On Behalf of
Itself, and on Behalf of all Participating
Companies
_____________________ By:_______________________________________
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<PAGE>
<PAGE> CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN
APPENDIX I
Article I - Statement of Participating Companies
Parties to this Appendix
1.1 Crown Central Petroleum Corporation, hereinafter referred to as "the
Employer" is the only party to this Appendix.
Article II - Definition of Employee Group
2.1 Each employee of the Employer who is a member of the Oil, Chemical and
Atomic Workers International Union, certified collective bargaining unit
Local No. 4-227, and who is eligible for membership in the Savings Plan, is
included within this Appendix.
Article III - Additional Provisions
3.1 The only provisions adding to, modifying, amending or changing any
provision of the Savings Plan are the following special provisions:
FIRST: A Participant on unpaid leave of absence from the Employer to work
for the international union ("Union Leave of Absence"), in excess of thirty
(30) days may elect to make contributions to his Participant After-Tax
Contributions Account (and receive Employer Matching Contributions with
respect thereto) during such leave of absence by filing written notice with
the Administrator within thirty (30) days after his leave of absence begins
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<PAGE>
<PAGE> and paying to the Company, on or before the tenth (10th) day of each
month commencing with the month following the month in which such notice is
given, an amount equal to the Participant's Contribution (based on the
classification which he occupied at the time his leave of absence began)
which he would have made, whether Pre-Tax or After-Tax, during the preceding
month (or, in the case of the first such payment with respect to such leave
of absence, since the start of such leave of absence) if he had not been on
leave of absence.
SECOND: Section 14.1 of the Plan shall apply to a Participant included
within this Appendix who is on Union Leave of Absence in excess of thirty
(30) days and who has elected to make contributions to his Participant After-
Tax Contributions Account, irrespective of whether such Participant is
employed by the Employer on the Determination Date of the Plan Year.
3.2 In the event of any conflict between the provisions of the Savings
Plan and the provisions of this Appendix, the provisions of this Appendix
shall be controlling only with respect to Participants properly included in
this Appendix and only with respect to so much of the employment of any such
Participant as comes within this Appendix.
IN WITNESS WHEREOF, the Employer has caused this Appendix to be executed by
its duly authorized officer and its corporate seal to be hereunto affixed
this ____ day of _______________, 1992.
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<PAGE>
<PAGE> ATTEST: CROWN CENTRAL PETROLEUM
CORPORATION
_____________________ By________________________________________
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<PAGE>
<PAGE> CROWN CENTRAL PETROLEUM CORPORATION
EMPLOYEES SAVINGS PLAN
APPENDIX II
Article I - Statement of Participating Companies
Parties to this Appendix
1.1 LaGloria Oil and Gas Company, hereinafter referred to as "the
Employer" is the only party to this Appendix.
Article II - Definition of Employee Group
2.1 Each employee of the Employer who is a member of the collective
bargaining unit of OCAW Local 4-202, consisting of production and maintenance
employees employed at Tyler Texas, and who is eligible for membership in the
Savings Plan, is included within this Appendix.
Article III - Additional Provisions
3.1 The only provisions adding to, modifying, amending or changing any
provision of the Savings Plan are the following special provisions:
FIRST: The definitions of "base wages" and "base rate of pay" in Section
1.7 are modified as follows:
Participants included within this Appendix are hourly paid and are
scheduled to work 36 hours every other week and 48 hours per week
during the intervening weeks. Effective commencing with the pay period
beginning March 5, 1990, "base wages", in the case of such
Participants,
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<PAGE>
<PAGE> shall mean the amount determined by multiplying the Participant's
scheduled hours during a scheduled 36 hour work week by his Straight
Time Factored Rate of Pay and by multiplying the first 40 of his
scheduled hours during a scheduled 48 hour work week by his Straight
Time Factored Rate of Pay and the next 8 hours by his Overtime
Factored Rate of Pay. "Straight Time Factored Rate of Pay" means base
wages multiplied by a factor of .97727, and "Overtime Factored Rate of
Pay" means 1-1/2 times Straight Time Factored Rate of Pay.
Notwithstanding the foregoing, base wages with respect to paid
vacation time and paid sick leave shall be calculated at the straight
time base rate of pay.
3.2 In the event of any conflict between the provisions of the Savings
Plan and the provisions of this Appendix, the provisions of this Appendix
shall be controlling only with respect to Participants properly included in
this Appendix and only with respect to so much of the employment of any such
Participant as comes within this Appendix.
IN WITNESS WHEREOF, the Employer has caused this Appendix to be executed by
its duly authorized officer and its corporate seal to be hereunto affixed
this ____ day of _______________, 1992.
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<PAGE>
<PAGE>ATTEST: LaGLORIA OIL AND GAS COMPANY
__________________________ By_________________________________
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<PAGE>
<PAGE> CROWN CENTRAL PETROLEUM CORPORATION
ARTICLES SUPPLEMENTARY
CROWN CENTRAL PETROLEUM CORPORATION, a Maryland corporation, having its
principal office in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Paragraph (5) of Article Ninth of Agreement of
Consolidation between Crown Central Petroleum Corporation, a Delaware
corporation, and Crown Central Petroleum Corporation, a Maryland corporation,
effective September 23, 1937, as amended on May 19, 1977, January 3, 1980 and
April 29, 1988 and previously supplemented on September 3 and October 2, 1986
(the "Charter of the Corporation") the Board of Directors has duly
reclassified 1,000,000 shares of unissued Class A Common Stock of the
Corporation into 1,000,000 shares of unissued Class B Common Stock of the
Corporation.
SECOND: The description of the Class B Common Stock with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, and qualifications of such Class B Common Stock is as stated in
Article Sixth of the Charter of the Corporation.
IN WITNESS WHEREOF, Crown Central Petroleum Corporation has caused these
Articles Supplementary to be signed in its name and on its behalf, by its
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<PAGE>
President and its corporate seal to be hereunto affixed and attested by its
Secretary on this 31st day of March, 1994.
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<PAGE>
<PAGE>ATTEST: CROWN CENTRAL PETROLEUM CORPORATION
Dolores B. Rawlings By: Charles L. Dunlap
Dolores B. Rawlings Charles L. Dunlap
Secretary President
[Corporate Seal]
The undersigned President of Crown Central Petroleum Corporation, who
executed on behalf of the Corporation the aforegoing Articles Supplementary
of which this certificate is made a part, hereby acknowledges in the name and
on behalf of said Corporation the aforegoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that he is the
President of said Corporation and that the matters and facts set forth in
said Articles Supplementary with respect to approval thereof are true in all
material respects under the penalties of perjury.
Charles L. Dunlap
Charles L. Dunlap
President
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<PAGE>
<PAGE>
April 28, 1994
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21202
Gentlemen:
As Vice President - Legal for Crown Central Petroleum Corporation (the
"Company"), I have participated in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission with respect to the
offering of up to 2,000,000 shares of Class B Common Stock, par value $5, of
the Company (the "Common Stock"), 1,100,000 shares for use in connection with
the Company's 1994 Long-Term Incentive Plan (the "Plan") and 900,000 shares
for use by the Employees Savings Plan.
I have reviewed such documents and records as I have considered appropriate
and, on the basis of such review, I am of the opinion that the 1,100,000
shares of Class B Common Stock to be offered pursuant to the Plan have been
validly authorized and when issued or sold upon the terms set forth in the
Plan, will be validly issued, fully-paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
Thomas L. Owsley
Thomas L. Owsley
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<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated May 2, 1994) pertaining to the Crown Central Petroleum
Corporation 1994 Long-Term Incentive Plan and the Crown Central Petroleum
Corporation Employees Savings Plan of our report dated February 24, 1994,
with respect to the consolidated financial statements and schedules of Crown
Central Petroleum Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1993, filed with the Securities and Exchange
Commission.
Ernst & Young
