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Registration Statement No. 33-00000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1007 MARKET STREET
DELAWARE WILMINGTON, DELAWARE 19898
51-0014090
(STATE OR OTHER (ADDRESS OF PRINCIPAL (I.R.S.
EMPLOYER
JURISDICTION EXECUTIVE OFFICES)
IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
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SAVINGS AND INVESTMENT PLAN AND
SALARY DEFERRAL AND SAVINGS
RESTORATION PLAN OF
E. I. DU PONT DE NEMOURS AND COMPANY
(FULL TITLES OF THE PLANS)
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CHARLES L. HENRY, SENIOR VICE PRESIDENT -- DU PONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
302-774-1000
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLANS:
From time to time after August 9, 1995
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock<F1> 11,000,000<F2> $66.0625<F2> 726,275,000.00 $250,581.90
$.60 par value
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement:
(a) DuPont's Annual Report on Form 10-K for the year
ended December 31, 1994.
(b) DuPont's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
(c) DuPont's Current Reports on Form 8-K as filed on
January 25, 1995, April 7, 13, 24 and 27, 1995,
June 15, 1995, and July 26, 1995.
(d) Savings and Investment Plan's Annual Report on Form 11-K
for the plan year ended September 30, 1994.
All documents subsequently filed by DuPont or the Savings and
Investment Plan of DuPont pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
[FN]
<F1>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(s) described herein.
<F2>The shares of Common Stock to be registered consist of shares
to be acquired by the Trustee pursuant to the operation of the
Savings and Investment Plan. The aggregate offering price has
been calculated pursuant to Rule 457(c) by multiplying such
number of shares by the average of the high and low prices of
E. I. du Pont de Nemours and Company Common Stock as reported
on the New York Stock Exchange Composite Tape on August 3,
1995.
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Item 4. Description of Securities
Holders of DuPont Common Stock are entitled to receive
dividends that may be declared by the Board of Directors of
DuPont from surplus or net earnings, but not until all cumulative
dividends on preferred stock shall have been declared and set
apart for payment at the annual rates of $4.50 a share for the
$4.50 Series and $3.50 a share for the $3.50 Series. Holders of
DuPont Common Stock have the right to vote on all questions to
the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless DuPont shall be in default in
the payment of dividends on preferred stock for a period of six
months. In the latter event, until accumulated and unpaid
dividends on preferred stock of all series shall have been paid,
the holders of the outstanding preferred stock shall have the
exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of DuPont be only
three, then only one director, at each meeting of stockholders
held for the purpose of electing directors.
On liquidation, dissolution, or winding up of DuPont,
whether voluntary or involuntary, after payments have been made to
holders of preferred stock, holders of DuPont Common Stock have
the right to share ratably the remaining assets available for
distribution. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a
share for the $4.50 Series and $107 a share for the $3.50 Series;
in the event of involuntary liquidation, holders of both series
are entitled to accumulated dividends and $100 a share. Holders
of DuPont Common Stock do not have any preemptive rights.
Amounts deferred and credited to participants' accounts under
the terms of the Salary Deferral and Savings Restoration Plan are
treated as having been invested in one or more of the investment
options available under the Savings and Investment Plan (as
described therein and in the Summary Plan Description for the
Savings and Investment Plan). Credit or debit amounts are posted
to the participants' accounts in the Salary Deferral and Savings
Restoration Plan based on the performance of those investment
options in the Savings and Investment Plan. The balances in
participants' accounts in the Salary Deferral and Savings
Restoration Plan are unfunded general obligations of DuPont and no
participant has any claim to or security interest in any asset of
DuPont on account thereof.
Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered hereby
has been passed on by Howard J. Rudge, Esq., Senior Vice President
and General Counsel of DuPont. Mr. Rudge beneficially owned as of
August 7, 1995, 12,852.66 Shares of Common Stock of DuPont, and
86,056 shares of which he has the right to acquire beneficial
ownership within 60 days through the exercise of stock options
awarded under DuPont's Stock Option Plan.
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Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of DuPont, each person who is
or was a director or officer of DuPont shall be indemnified by
DuPont to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred by such
director or officer in any such person's capacity as director or
officer, or arising out of any such person's status as a director
or officer. DuPont has purchased liability insurance policies
covering its directors and officers to provide protection where
DuPont cannot indemnify a director or officer.
Item 8. Exhibits
Exhibit
Number Description
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4(a) DuPont's Certificate of Incorporation, effective
December 22, 1989, defining the rights of the
holders of DuPont Common Stock, incorporated by
reference to Exhibit 3.1 of DuPont's Annual Report
on Form 10-K for the year ended December 31, 1994
4(b) Savings and Investment Plan and Salary Deferral and
Savings Restoration Plan of E. I. du Pont de Nemours
and Company
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Howard J. Rudge, Esq. included in the
opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors
The registrant will submit or has submitted the Savings and
Investment Plan of E. I. du Pont de Nemours and Company and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the
IRS in order to qualify the plan.
Item 9. S-K Item 512 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.
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(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)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at 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 section 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.
(h) 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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event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City
of Wilmington, State of Delaware, on August 7, 1995.
E. I. DU PONT DE NEMOURS AND COMPANY
By
/s/ Charles L. Henry
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Charles L. Henry, Senior Vice
President - DuPont Finance
(Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
[E. S. Woolard, Jr. Chairman and Director
(Principal Executive
Officer)
J. A. Krol Vice Chairman and
Director
C. S. Nicandros Vice Chairman and
Director By
/s/ Charles E. Henry
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Charles L. Henry
A. F. Brimmer Director Senior Vice President-
E. B. du Pont Director DuPont Finance
C. M. Harper Director (Principal Financial
W. K. Reilly Director and Accounting Officer
H. R. Sharp, III Director and Attorney-In-Fact
C. M. Vest Director] for bracketed
individuals)
(August 7, 1995)
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By
/s/ Howard J. Rudge
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Howard J. Rudge
Senior Vice President
and General Counsel -
DuPont Legal
(Attorney-In-Fact for
bracketed individuals)
(August 7, 1995)
Powers of attorney authorizing C. L. Henry and H. J. Rudge
jointly, to sign the registration statement and amendments thereto
on behalf of the above-named directors and officers are filed with
the registration statement.
The Plans. Pursuant to the requirements of the Securities Act
of 1933, the trustees (or other persons who administer the employee
benefit plans) have duly caused this registration statement to be
filed on behalf of the Plans by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on August
8, 1995.
Savings and Investment Plan
and Salary Deferral and
Saving Restoration Plan of
E. I. du Pont de Nemours and Company
(Plans)
By: /s/ Steven A. Harrison
Steven A. Harrison
Director - Compensation and Benefits
DuPont Human Resources
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PAGE 1
INDEX TO EXHIBITS
Exhibit
Number Description
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4(a) DuPont's Certificate of Incorporation, effective
December 22, 1989, defining the rights of the
holders of DuPont Common Stock, incorporated by
reference to Exhibit 3.1 of DuPont's Annual Report
on Form 10-K for the year ended December 31, 1994
4(b) Savings and Investment Plan and Salary Deferral and
Savings Restoration Plan of E. I. du Pont de Nemours
and Company
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Howard J. Rudge, Esq. included in the
opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors
<PAGE>
EXHIBIT 4(b)
SAVINGS AND INVESTMENT PLAN
Originally Adopted: September 1, 1955
Last Amended - December 19, 1994
Effective - December 19, 1994
E. I. du Pont de Nemours and Company
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SIP LANGUAGE INDEX
PAGE
I. PURPOSE 1
II. ELIGIBILITY 1
III. ENROLLMENT 1
IV. AFTER-TAX AND BEFORE TAX AMOUNTS 2
1. Amount of After-Tax and Before-Tax Contributions 2
2. Change in Amount of After-Tax and Before-Tax
Contributions 4
3. Collection of After-Tax Contributions 4
4. Voluntary Suspension of After-Tax and Before-Tax
Contributions 5
V. COMPANY CONTRIBUTION 5
VI. INVESTMENT FUNDS 5
1. Reserved 5
2. Fund B - Fixed Income 5
3. Fund C - Family of Equity Mutual Funds 6
4. Fund D - DuPont Company Common Stock 6
5. Fund E - Three-Way Asset Allocation Funds 6
6. Fund L - Loans 6
VII. INVESTMENT DIRECTION 6
1. Investment of After-Tax Contributions 6
2. Investment of Before-Tax Contributions 6
3. Investment of Company Contribution 6
4. Change in Investment Direction 7
5. Separate Accounting and Nonforfeitability 7
VIII. FUND TRANSFERS 7
1. Transfers Among Funds B, C, D and E 7
2. Transfers to Fund L from Funds B, C, D and E 7
3. Transfers to Funds B, C, D and E from Fund L 8
<PAGE>
IX. RESERVED 8
X. OPERATION OF FUNDS B, C AND E 8
1. Fund Investments 8
2. Fund Valuation 9
3. Fund Units or Shares 9
XI. OPERATION OF FUND D 10
1. Purchase of Company Common Stock 10
2. Account Holder 11
3. Valuation of Fund D 11
4. Voting of Shares 12
XII. OPERATION OF FUND L 12
1. Establishment of Loan Account 12
2. Interest 12
3. Repayments 12
4. Fund Valuation 13
XIII. PARTICIPANT LOANS 13
1. Determination of Borrowable Account Balance 13
2. Amount of Loan 13
3. Interest 13
4. Term of Loans 14
5. Repayment 14
6. Declaration and Notice of Default 15
7. Deemed Withdrawal 16
8. General Conditions 17
XIV. WITHDRAWALS 19
1. General Conditions 19
2. Withdrawal Sequence 19
3. Withdrawal Maximum 20
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XV. HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT 20
1. Definition of Hardship 20
2. Establishment of Immediate and Heavy Financial
Need 21
3. Distribution Necessary to Satisfy
Immediate and Heavy Financial Need 21
4. Amount Withdrawable 23
5. Forfeitures and Suspensions 23
XVI. TERMINATION OF PARTICIPATION 23
1. General Conditions 23
2. Terminations Without Forfeiture 24
3. Terminations With Forfeiture 25
4. Distribution of Accounts 25
5. Periodic Payment Options 30
6. Reenrollment in Plan 34
7. Computation Period 36
XVII. NONASSIGNMENT 36
XVIII. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN 36
1. Minimum Vesting 36
2. Minimum Contributions 37
3. Compensation Limitation 37
4. Effect on Limitation on Annual Additions 37
5. Definitions 37
XIX. MISCELLANEOUS PROVISIONS 38
1. Plan Administration 38
2. Administrative Expense 40
3. Modification or Termination 40
4. Transition to Amended Plan 41
5. Transfer of Assets 41
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6. No Guarantee of Security Values 44
7. Limitations on Annual Additions 44
8. Qualified Domestic Relations Orders 45
9. Subsidiaries with No Defined Benefit 45
10. Normal Retirement Age and Years of Participation 45
11. Compensation Taken into Account 46
12. No Decrease of Accrued Benefit 46
13. Definitions 46
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<PAGE>
SAVINGS AND INVESTMENT PLAN
I. PURPOSE
The purpose of this Plan is to encourage and assist employees
in following a systematic savings program suited to their
individual financial objectives, and to provide an opportunity
for employees to become stockholders in the Company. This Plan
is a profit-sharing plan.
II. ELIGIBILITY
Any employee who has completed at least one year of continuous
service, as determined in accordance with the Service Rules,
or was eligible to participate in a qualified profit-sharing
plan of an affiliated group company from which he was
transferred, is eligible to participate in the Plan.
An employee is also eligible to participate after a period of
12 consecutive months during which he is compensated with
respect to 1,000 or more hours. To determine Hours of Service,
an employee shall be credited with 190 Hours of Service for
each month of employment during which he is paid. The 12
consecutive-month period will commence on the employee's date
of employment or reemployment, whichever is applicable, or a
succeeding anniversary of such date. Once an employee is
eligible to participate in the Plan, he remains eligible.
Former Participants on leave of absence granted under Section
IV. 1 (g) of the Service Rules, after having been hired by the
Company and subsequently employed by a foreign or domestic
subsidiary of the Company, who under U.S. law may not be
treated as employees of the Company, may not have
contributions made to their accounts. If such a Former
Participant's leave of absence with the Company is terminated
prior to his becoming an employee again for purposes of this
Plan, his participation will be terminated and distribution of
the balance in his accounts will be made as provided in
Paragraph 4(a) of Section XVI.
Participation in the Plan is entirely voluntary.
III. ENROLLMENT
An eligible employee may enroll in the Plan at any time by
authorizing deductions from his salary or wages or electing
deferrals of compensation or both under the provisions of this
Plan. The effective date of any employee's participation in
the Plan shall be the first day of the month in which the
first deduction or deferral authorized under the Plan is made.
<PAGE>
IV. AFTER-TAX AND BEFORE TAX AMOUNTS
1. Amount of After-Tax and Before-Tax Contributions
(a) (1) After-Tax and Before Tax Contributions
An individual may authorize his employer to (A)
make a payroll deduction (hereafter, After-Tax
Contribution) and/or (B) defer a portion of his
compensation (hereafter, Before-Tax
Contribution) and pay it under this Plan in an
amount per month, and in the case of any
applicable Variable Pay, at the time of such
payment, equal to any selected whole percentage
(except as required to comply with subparagraph
(iii) below), from 1% to 16%, of his monthly
pay and any such Variable Pay, provided that
(i) the sum of a Participant's After-Tax
Contributions and Before-Tax Contributions may
not exceed 16% of his monthly pay and any
applicable Variable Pay, (ii) during a period
when Company Contributions are suspended in
accordance with Section XIV, XV or XVI of the
Plan, the Participant's After-Tax rate will be
limited to 10% and (iii) a Participant may not
defer more than $7,000 per year (or such other
amount as may be allowable in accordance with
applicable statute, regulations or official
announcements made by the Secretary of the
Treasury).
(2) Reduction of After-Tax and/or Before-Tax
Percentage
If the Plan Administrator determines that the
discrimination standards of Code Sections 401
(k) and/or 401(m) and the regulations
thereunder may not be satisfied, the selected
Before-Tax Contribution and/or After-Tax
Contribution, as appropriate, percentage of
Highly Compensated Participants will be reduced
in one percent increments from 16% until the
Plan Administrator determines that the
standards will be satisfied.
(3) Reduction of After-Tax and/or Before-Tax
Amounts
If at the close of the Plan Year the
discrimination standards of Code Sections
401(k) and/or 401(m) and the regulations
thereunder have not been satisfied, the
Before-Tax Contribution and/or After-Tax
Contribution, as appropriate, made in such year
by Highly Compensated Participants, whose
Before-Tax Contribution and/or After-Tax
Contribution, as appropriate, as a percentage
of aggregate monthly pay and any applicable
Variable Pay for the Plan Year are highest,
will be reduced. The reductions will be made,
in increments of one-tenth of 1%, in the
percentage which is highest prior to each such
reduction until the standards are satisfied.
(4) Allocation of Amounts Attributable to Reduction
If a Participant's selected Before-Tax
percentage must be reduced, that portion of the
affected Participant's monthly pay and any
applicable Variable Pay attributable to the
reduction will be contributed to the
Participant's Regular Account, to the extent
permissible, or paid to him as compensation, at
his option. If a Participant's actual
Before-Tax amount must be reduced, the
reduction amount will be transferred to the
Participant's Regular Account, to the extent
permissible, or returned to him as compensation
at his option.
If a Participant's selected After-Tax
percentage must be reduced, that portion of the
affected Participant's monthly pay and any
applicable Variable Pay attributable to the
reduction will be contributed to the
Participant's Before-Tax Account, to the extent
permissible, or paid to him as compensation, at
his option. If a Participant's actual After-Tax
amount must be reduced, the reduction amount
will be transferred to the Participant's
Before-Tax Account, to the extent permissible,
or returned to him, at his option.
(5) Distribution of Excess Before-Tax Contribution
<PAGE>
(1) If the Plan Administrator determines that
a Participant has made a contribution
under subparagraph l(a)(l(ii) of this
Section which for any calendar year
exceeds $7,000 (or such other amount as
may be permitted by regulation or other
official announcement by the Secretary of
Treasury), the excess amount (plus any
income and minus any loss allocable
thereto, as calculated in accordance with
regulations), shall be distributed to the
Participant not later than April 1 5th
following the close of such calendar year.
(2) If a Participant participates in another
plan which includes a qualified cash or
deferred arrangement, and such Participant
contributes in the aggregate more than the
exclusion limit under subparagraph 1 (a)(1
)(ii) of this Section and the
corresponding provisions of the other plan
and the Participant notifies the Plan
Administrator not later than March 1st
following the close of such calendar year
then the Plan Administrator shall
distribute to the Participant not later
than April 15th following the close of
such calendar year the excess amount (plus
any income and minus any loss allocable to
such amount) which the Participant
allocated to this Plan.
(6) Monthly Pay
For purposes of this Plan, monthly pay shall be
determined at the beginning of each month based
on a Participant's Normal Annual Earnings.
(b) Supplemental Savings Deposits
Prior to retirement, a Participant shall be allowed
to make Supplemental Savings Deposits in cash to the
Plan by payroll deduction or by any method
established by the Plan Administrator. Subject to
Section XIX.7, the amount of any such Supplemental.
Savings Deposits shall be limited to the difference,
at the time of such Deposit, between the maximum
amount of Unmatched After-Tax Contributions the
Participant could have made since January 1, 1983
during periods for which he has retained
participation credit and the balance in his accounts
of Unmatched After-Tax Contributions (excluding
Before-Tax Contributions, Matched After-Tax
Contributions, Company Contributions and Earnings
which are treated as Unmatched After-Tax
Contributions pursuant to Section XVI.6(c)(4) and
employee contributions which are treated as
Unmatched Savings pursuant to Section XIX.5(c))
deposited since January 1, 1983. Such Supplemental
Savings Deposits will not be matched by Company
Contributions. The Participant shall authorize the
Company to allocate Supplemental Savings Deposits to
his Regular Account investment options in selected
percentages in whole multiples of 1%.
2. Change in Amounts of After-Tax and Before-Tax
Contributions
A Participant may change his After-Tax and Before-Tax
amounts by authorizing the Company to deduct or defer
any higher or lower amount permitted by Paragraph 1 of
this Section.
3. Collection of After-Tax Contributions
After-Tax Contributions shall be permitted only by
deduction from a Participant's salary, wages, or
Variable Pay, except that (1) cash payments equivalent
to the monthly After-Tax amount allowed by Paragraph 1
(a) of this Section may be accepted from a Participant
on leave of absence granted under Section IV. 1 .(g) of
the Service Rules and shall be treated as deductions
from the employee's salary, wages, or Variable Pay for
purposes of this Plan, and (2) Supplemental Savings
Deposits may be accepted as provided in Paragraph 1 (b)
of this Section.
4. Voluntary Suspension of After-Tax and Before-Tax
Contributions
A Participant who has an account balance in the Plan may
authorize suspension of his After-Tax and Before-Tax
Contributions without terminating his participation in
the Plan. During such suspension, the related Company
Contribution described in Section V shall also be
suspended. After a minimum suspension of one month, the
Participant may authorize the resumption of After-Tax and
Before-Tax Contributions. A Participant is not permitted
to make up suspended After-Tax, Before-Tax Contributions,
or amounts withdrawn except as provided in Paragraph 1
(b) of this Section and Paragraph 6(c) of Section XVI.
V. COMPANY CONTRIBUTION
Except during a period of suspension in accordance with
Section IV.4, XIV, XV or XVI, the Company will contribute
monthly, and in the case of Variable Pay at the time of such
payment, to the Funds selected by each Participant in
accordance with Paragraph 3 of Section VII an amount
(hereafter, Company Contribution) equal to 50% of the
Participant's After-Tax and Before-Tax Contributions during
that month and, if applicable, at the time of payment of any
Variable Pay except that no such contribution will be made on
the total of any Participant's After-Tax and Before-Tax
Contributions in excess of 6% of his combined monthly pay and
any applicable Variable Pay. For purposes of determining
whether a Participant's After-Tax or Before-Tax Contributions
are matched or unmatched, the Company Contribution will be
deemed to have first matched the Before-Tax Contributions. The
Company Contributions shall be for the exclusive benefit of
Participants.
VI. INVESTMENT FUNDS
The following Funds shall be established for the investment of
After-Tax, Before-Tax, and Company Contributions.
1. Fund A - Reserved (Hold for possible future use)
2. Fund B - Fixed Income
Amounts deposited in the Fixed Income Fund shall be
invested so as to preserve principal and to pay a stable
rate of return over time.
3. Fund C - Equity Mutual Funds
Amounts deposited in Fund C shall be invested, as
directed by Participants, in one or more mutual funds or
other equity investment vehicles designated by the
Company.
4. Fund D - Du Pont Company Common Stock
Amounts deposited in Fund D shall be invested in Company
common stock.
5. Fund E - Three-way Asset Allocation Fund
Amounts deposited in Fund E shall be invested in a
three-way asset allocation fund consisting of a portfolio
diversified among the stock, bond, and cash sectors of
the securities marketplace. Assets in Fund E are
transferred among these sectors in such manner and to
such extent as the fund manager of Fund E shall select.
6. Fund L - Loans
Amounts transferred to Fund L from the other Funds shall
be loaned to Participants.
VII. INVESTMENT DIRECTION
1. Investment of After-Tax Contributions
Each Participant shall authorize the Company to allocate
his After-Tax Contributions to his Regular Account in
Funds B, C, D or E in selected percentages in whole
multiples of 1%.
2. Investment of Before-Tax Contributions
Each Participant shall authorize the Company to allocate
his Before-Tax Contributions to his Before-Tax Account in
Funds B, C, D or E in selected percentages in whole
multiples of 1%.
3. Investment of Company Contribution
Each Participant shall authorize the Company to
allocate Company Contributions to his Regular Account
in accordance with the Participant's current
investment direction of After-Tax Contribution or
Before-Tax Contribution, if there are no After-Tax
Contributions.
<PAGE>
4. Change in Investment Direction
A Participant may change his investment direction to
Funds B, C, D and E by authorizing any other
allocation permitted by Paragraphs I and 2 of this
Section.
5. Separate Accounting and Nonforfeitability
A Participant's Before-Tax Contributions and After-Tax
Contributions and earnings thereon will be
nonforfeitable. A Participant's Before-Tax Account
will be maintained in a separate account from a
Participant's After-Tax Contributions, Company
Contributions and earnings thereon.
VIII. FUND TRANSFERS
1. Transfers Among Funds B, C, D and E
An account holder, other than a non-Spouse
Beneficiary, may authorize the transfer of all or part
of the value of his Regular Account in Fund B, C, D or
E or his Before-Tax Account in Fund B, C, D or E, from
one Fund to the other. Such Transfers may be made in
any whole multiple of 1% or in any number of Fund
Units and/or Shares. Amounts may not be transferred
into and out of the same Fund on the same business
day. The determination of values for this purpose
shall be made in accordance with the provisions of
Sections IX, X and XI.
<PAGE>
2. Transfers to Fund L from Funds B, C, D and E
A Participant who is granted a loan or loans from the
Plan shall designate the sequence in which Funds will
be liquidated and authorize the Transfer of cash to
Fund L in an amount equal to the principal amount of
the loan or loans. Such Transfers shall be made from
the Participant's borrowable account balance in the
following order:
(a) Nonforfeitable Company Contributions contributed
during the last two years of participation
(b) Matched After-Tax Contributions contributed during
the last two years of participation;
(c) Nonforfeitable Company Contributions held for more
than two years;
(d) Matched After-Tax Contributions held for more than
two years;
(e) Earnings in Regular Account
(f) Unmatched After-Tax Contributions;
(g) Matched Before-Tax Contributions contributed
during the last two years of participation;
(h) Matched Before-Tax Contributions held for more
than two years;
(i) Earnings in Before-Tax Account;
(j) Unmatched Before-Tax Contributions.
3. Transfers to Funds B, C, D and E from Fund L
Repayments of principal and interest to Fund L shall be
transferred to Funds B, C, D and/or E in the Before-Tax
Account, or Funds B, C, D and/or E in the Regular
Account. Such Transfers shall be made in the same
proportion that current investment direction of After-Tax
and/or Before-Tax Contributions are made to those Funds
under Sections VII. 1 and 2. If there is no current
investment direction of After-Tax Contributions,
Transfers under this Paragraph shall be made to Fund B.
If there is no current investment direction of Before-Tax
Contributions, Transfers under this Paragraph shall be
made to Fund B. Repayments of principal under this
Paragraph shall be restored to the Participant's Regular
and/or Before-Tax Account in reverse order from that set
forth in Paragraph 2 of this Section. Payments of
interest shall be treated as Earnings and shall be
allocated to the Regular and/or Before-Tax Account in the
same proportion that unpaid principal from each Account
bears to the total unpaid principal prior to such
payment.
IX.
[Reserved]
X. OPERATION OF FUNDS B, C AND E
Throughout this Section, the words "the Fund" shall mean Fund
B, Fund C or Fund E.
1. Fund Investments
(a) Amounts allocated to the Fund(s) in accordance with
the terms of this Plan shall be paid by the Company
to or at the direction of Trustee(s) appointed by
the Company for the Fund(s), and shall be deposited
in an account for the Fund(s).
(b) Amounts deposited in the Fixed Income Fund shall be
delivered to the Trustee and invested as designated
by the Company pursuant to arrangements with one or
more entities chosen by the Company, including, but
not limited to, insurance companies, banks and other
investment organizations. These arrangements shall
provide for the return of principal in full plus the
payment of interest at a predetermined rate
applicable for a specified period of time. In
addition, a portion of the Fixed Income Fund shall
be invested in a short-term funds(s) (i.e., a cash
buffer) so as to provide sufficient liquidity to
accommodate daily trading activity.
(c) All amounts received by the Trustee of Fund C shall
be invested, as directed by account holders, in one
or more mutual funds or other equity investment
vehicles designated by the Company. Assets of Fund C
shall be held in the name of the Trustee(s) or one
or more of its/their designated nominees.
(d) All amounts received by the Trustee of Fund E shall
be invested by the Trustee in a portfolio
diversified among the stock, bond, and cash sectors
of the securities marketplace in such manner and to
such extent as the fund manager of Fund E shall
select. Assets of Fund E shall be held in the name
of the Trustee or of one or more of its designated
nominees.
2. Fund Valuation
(a) All deposits to the Fixed Income Fund shall be
expressed as units of participation in the Fixed
Income Fund. The Trustee of the Fixed Income Fund
shall determine each day's unit value based on the
assets of the Fixed Income Fund. Assets shall
consist of all deposits to the Fixed Income Fund and
all interest credited or accrued to such deposits
pursuant to investment arrangements. No participant
in the Fixed Income Fund shall have ownership in any
particular investment in the Fixed Income Fund.
(b) The Trustees of Funds C and E shall determine the
current fair market value of all assets held by such
Funds, including accrued income, each day on which
business is transacted on the New York Stock
Exchange.
(c) Fund valuations determined in accordance with
Paragraphs 2(a) and 2(b) of this Section shall be
made before recording in the Fund After-Tax
Contributions, Before-Tax Contributions, Company
Contributions, Withdrawals, Terminations of
Participation, and Transfers among Funds.
3. Fund Units or Shares
(a) Amounts allocated to the Fund(s) shall be credited
to account holder's accounts in dollars, in shares,
and/or in units, as appropriate, of ownership in the
Fund(s).
(i) The value of a unit or share shall be determined
as follows:
(A) The value of a unit in Fund B or E shall
be determined by dividing the total value
of the Fund for that business day by the
corresponding total number of units in the
Fund before adding or subtracting any
units for that business day (for the first
month of operation, each unit in the Fund
shall be valued at $10.00);
(B) the value of each mutual fund share or
other equity investment in Fund C shall be
determined on each business day by the
Investment Manager(s) of Fund C.
(ii) The number of units or shares credited to each
account holder's account for the current
business day shall be determined by dividing
the amounts of the account holder's After-Tax
Contributions, Before-Tax Contributions,
Company Contributions, and/or Transfers among
Funds for the current business day by the value
of one unit or share for that day.
(b) The current value of an account holder's account in
the Fund, as needed for Withdrawals, Termination of
Participation, Loans, Transfers among Funds, or
periodic reports to account holders, shall be
determined by multiplying the total number of his
respective Units and/or shares in the Fund (after
additions for the current day) by the value of one
Unit and/or share respectively for that business
day; also, the number of respective Units and/or
shares to be deducted from an account holder's
account because of forfeiture, Loan, or Withdrawal
of a specified amount shall be determined by
dividing such amount by the value of one Unit and/or
share respectively for that day.
XI. OPERATION OF FUND D
1. Purchase of Company Common Stock
Amounts allocated to Fund D shall be used to purchase Du
Pont common stock. Such purchases may be made in the open
market or from the Company if it shall have made treasury
or authorized but unissued shares available for such
purchases. In the case of stock purchased from the
Company, the purchase price shall be the closing price of
such stock as reported on the New York Stock Exchange -
Composite Transactions on the last trading day preceding
the date of such purchase from the Company. Purchases
made on the open market shall be the average price for
all shares purchased by the Plan during that day. Such
Company common stock and any other assets of Fund D shall
be held in the name of the Trustee or of one or more of
its designated nominees. The Trustee may sell any stock
purchase warrants or distribution of property received,
and the proceeds shall be invested currently in Company
common stock. Any stock dividend, split-up or other
change in Company common stock, or any distributions of
property applicable to the shares held by the Trustee,
shall be applied for the exclusive benefit of the account
holders in Fund D.
2. Account Holder's Account
(a) Amounts allocated to an account holder's Fund D
shall be credited in dollars and in a proportionate
number of full shares and fractional interests in a
share of Company common stock. Such proportionate
number shall be determined on the basis of the ratio
of the amount allocated to his account to the total
of all amounts allocated to Fund D for the business
day.
<PAGE>
(b) An account holder shall be credited with a
proportionate number of full shares and fractional
interests in a share of any Company common stock
acquired by the Trustee with income accruing to Fund
D, or as a result of any addition due to stock
dividends, stock purchase warrant, split-up or other
change, or distribution of property applicable to
such stock. Such proportionate number shall be
determined on the basis of the ratio of his total
shares to the total of all shares in Fund D to which
such income or addition applies. In the event an
account holder has transferred all funds out of Fund
D prior to payment of a stock dividend, stock
purchase warrant, split-up or other change, or
distribution of property applicable to stock held in
Fund D, the full shares or fractional interests in a
share, if any, allocable to such transferred funds
on account of such stock purchase, warrant, split-up
or other change, or distribution or property shall
be paid in cash in accordance with the account
holder's current investment direction.
3. Valuation of Fund D
(a) Valuation: Account Status
The current value of an account in the Fund on any
business day shall be the total number of shares and
fractional interests in a share in the account
multiplied by the closing price of Company common
stock on the New York Stock Exchange for that
business day, plus any proportionate ownership of
accrued income and cash held for an account holder
by the Trustee for Fund D.
(b) Valuation: Fund Transfers Out, Loans, Withdrawals
and Termination or Other Distributions
For purposes of Fund Transfers Out, Loans,
Withdrawals and Termination or Other Distributions,
the value of shares liquidated in connection with
the transaction shall be the average selling price
as determined by the Trustee on the date of the
transaction.
(c) Valuation: Fund Transfers In and Purchases of
Company Common Stock.
For purpose of Fund Transfers In and Purchases of
Company Common Stock, the value of the Company
common stock purchased in connection with the
transaction shall be the average purchase price as
determined by the Trustee on the date of the
transaction.
4. Voting of Shares
Each account holder shall be entitled to direct the
Trustee as to the manner in which voting rights with
respect to any Company stock attributable to the number
of shares and fractional interests in a share represented
by the account holder's account in Fund D are to be
exercised. The Trustee shall vote the number of shares in
accordance with such instructions. Any such instructions
shall remain in the strict confidence of the Trustee.
XII. OPERATION OF FUND L
1. Establishment of Loan Account
Amounts transferred to this Fund shall be loaned to the
Participant provided the Loan Administrator has received
the documents described in Section XIII.8(d). The
promissory note executed by the Participant shall be held
by a Trustee appointed by the Company for the Fund until
the loan has been paid in full.
2. Interest
Interest at the rate prescribed in the loan agreement
shall accrue daily.
3. Repayments
The Administrator shall reduce the account balance in
Fund L. Respective repayments of principal and interest
amounts shall be transferred such sum to the
Participant's account(s) as provided in Section VIII.3.
When the account balance in Fund L has been reduced to
zero, the Administrator shall notify the Trustee that the
loan has been repaid and the Trustee shall cancel the
promissory note and return it to the Participant, if the
Participant so requests. The Administrator shall notify
Participant that loan has been repaid.
4. Fund Valuation
The current value of the account on any date shall be the
outstanding loan balance plus any unpaid accrued
interest.
XIII. PARTICIPANT LOANS
A Participant with a borrowable account balance in Funds B, C,
D and E of $1,000 or more may request a loan subject to the
conditions stated in this Section (hereafter, Loan).
1. Determination of Borrowable Account Balance
For purposes of this Section and Section VIII, the
borrowable account balance in Funds B, C, D and E shall
equal one-half of the amount distributable from those
Funds under Section XVI on account of termination of
employment from the controlled group for any reason other
than those described in Section XVI.2(b) less amounts
held in account pursuant to a qualified domestic
relations order.
2. Amount of Loan
Loans shall not be for less than $1,000. The maximum
amount of any Loan from this Plan may not exceed the
Participant's borrowable account balance in Funds B, C, D
and E, and, when added to the outstanding balance(s) of
all other loans from this or any other qualified plans
sponsored by any member of the controlled group, shall
not exceed the lesser of:
(a) $50,000, reduced by the highest outstanding balance
of Loans from the controlled group profit sharing
plans during
the one-year period ending on the day before the
date on which such Loan was made, or
(b) one-half of the Participant's nonforfeitable account
balance(s) in all controlled group profit-sharing
plans.
3. Interest
The rate of interest for Loans granted during any monthly
period shall be determined as of the last working day of
the month preceding the date on which the Loan
application is made and shall be the average rate for
secured personal loans (rounded to the next lower
one-quarter percent) then in effect at five banks
selected by the Plan Administrator; provided however,
that the interest rate shall not exceed the maximum
amount allowed by law.
4. Term of Loans
The term of the Loan shall be the period requested by the
Participant and accepted by the Administrator. The
minimum term shall be 12 months and the maximum term 60
months, except for a qualified residential Loan. The
maximum term for a qualified residential Loan shall be
120 months. The Administrator shall determine, based on
information furnished by the Participant, whether a Loan
is a qualified residential Loan, as defined in Paragraph
8(e) of this Section.
5. Repayment
(a) Payroll Deduction
Except as provided in Subparagraph (b) below, Loans
shall be repaid in monthly installments by deduction
from a Participant's salary or wages according to
the amortization schedule in the disclosure
statement.
Notwithstanding the foregoing, a Participant shall
have the right to repay at any time prior to the
expiration of the term of the Loan, without penalty,
the outstanding balance of the Loan plus accrued
interest to the end of the month in which repayment
occurs. Such payment shall be made in such form as
permitted by the Administrator, or by an election on
the part of the Participant to incur a Deemed
Withdrawal from his account pursuant to Paragraph
7(a) of this Section.
If the Participant's salary or wage payment is not
sufficient to allow deduction of the full
installment and the Participant does not make a
direct payment, as provided in Paragraph 5(b) of
this Section, on or before the 45th day following
the day on which such payment was due, a default
will be declared under Paragraph 6(a) of this
Section.
(b) Direct Payment
The Administrator, at the Participant's request, may
permit installments of principal and interest to be
repaid in a manner other than by payroll deduction
under the following circumstances:
(1) the Participant, at Company request, is
transferred to an affiliated group company or
is employed by a partnership or joint venture
in which the Company has an ownership interest
and does not elect under Section XIX.5(b) to
transfer his account to the qualified
profit-sharing plan of the company, partnership
or joint venture to which he is transferred or
employed, or
(2) the Participant is granted a leave of absence
without pay under the Service Rules, or
(3) the Participant's salary or wage payment is not
sufficient to allow deduction of the full
installment payment, or
(4) The Participant (1) retires under Section IV,
XI.A(1) or XI.A.(2) of the Company's Pension
and Retirement Plan, the Company's Special
Retirement Opportunity Program provided that
such retirement is coincident with retirements
under the company's Voluntary Separation
Program or (2) terminates employment under the
Company's Voluntary Separation Program-Prime
and, elects to defer distribution of his
account under Section XVI.4(d). Unless the Plan
Administrator approves an alternate method,
repayments in such cases must be made by
deduction from the pension check or annuity
check.
<PAGE>
6. Declaration and Notice of Default
If, for any of the reasons described in this Paragraph, a
Loan is declared in default, the Loan Administrator shall
issue a Notice of Default which shall be delivered to the
Participant.
(a) Nonpayment
If, while any portion of a Loan granted under this
Section is outstanding, the Participant fails to
make a scheduled repayment or a direct payment as
provided in Paragraphs 5(a) and (b) of this Section,
respectively, on or before the 45th day following
the day on which such payment was due, the Loan
shall be declared in default.
(b) Termination of Employment
If a Participant terminates employment for any
reason, other than on account of death or transfer
to an Affiliated Group company or employment at
Company request with a partnership or joint venture
in which the Company has an ownership interest, and
does not elect to defer distribution of the balance
of his accounts under Section XVI.4(e), a Deemed
Withdrawal shall occur as of the last day of the
month within which the Participant terminates
employment. In the event of death, notwithstanding
Sec. XII.2, the accrual of interest shall cease as
of the last day of the month in which death occurs
and a Deemed Withdrawal shall occur as of the date
on which distribution of the balance of the
Participant's accounts is made under Sec. XVI.4(d)
unless an election is made under Sec. XVI.4(e) in
which case a Deemed Withdrawal shall occur as of the
last day of the month in which such election is
made.
(c) Transfers to Affiliated Group Companies, etc.
If a Participant is, at Company request, transferred
to an Affiliated Group company or is employed by a
partnership or joint venture in which the Company
has an ownership interest and does not make an
election under Section XIX.5(b), or the Trustee of
the receiving plan will not accept transfer of the
Fund L account, a Deemed Withdrawal shall occur as
of the last day of the month within which the
Participant terminates employment from the
Affiliated Group or such partnership or joint
venture, as the case may be.
(d) Reinstatement of Loan
The Plan Administrator may reinstate a Loan
following a declaration of default, provided:
(1) all payments of principal and interest in
arrears are received by the Plan Administrator
prior to a Deemed Withdrawal under Paragraph 7
of this Section; and
(2) the Plan Administrator receives adequate
assurance that future installments will be
received by Fund L on a timely basis.
7. Deemed Withdrawal
(a) The balance of the Participant's Fund L account
shall be deemed to have been withdrawn from the Plan
by the Participant under Section XIV or XVI,
whichever is applicable (Deemed Withdrawal), under
the following circumstances:
(1) the Plan Administrator does not reinstate a
Loan under Section XIII.6(d) on the earlier of
the date of distribution of the Participant's
accounts or the 45th day after a default for
any reason set forth in Section XIII.6, or
(2) the Participant elects to repay his Loan by
canceling his Fund L account.
A Deemed Withdrawal initiated under Clause (1) or
Clause (2) above shall not be considered a
withdrawal for purposes of the limitation on the
number of withdrawals permitted under Section XIV.
1.
(b) Notwithstanding the foregoing, no Deemed Withdrawal
shall be permitted if such withdrawal would
adversely affect the status of the Plan under
Section 401(a) or 401 (k) of the Code. The Plan
Administrator may take such action as it deems
necessary to insure repayment of Loans made under
this Section and compliance with applicable law. If
a Deemed Withdrawal under Section XIII.7(a) would
adversely affect the status of the Plan under
Section 401 (a) or 401 (k) of the Code:
(1) the balance of the Participant's Regular
Account in Funds B, C, D and E shall be
distributed subject to Section XIV in
accordance with the consent of the Participant
given at the time of the Loan initiation;
(2) the Participant shall deposit neither After-Tax
nor Before-Tax Contributions during the period
beginning with the month following the month in
which the notice of default is issued and
ending with the month in which the Loan is
reinstated under Section XIII.6(d); and
(3) Company Contributions shall be suspended for a
period not to extend beyond the later of six
months after the month in which the notice of
default is issued or the end of the month in
which the Loan is reinstated under Section
XIII.6(d).
8. General Conditions
(a) Any Participant may receive a Loan from the Plan.
For purposes only of the Loan program provided for
herein, Participant shall mean any "Party in
Interest", as that term is defined in Section 3(14)
of the Employee Retirement Income Security Act
(ERISA) who has a borrowable account balance in the
Plan of at least $1,000, or to any person who has a
vested account under the Plan and who is employed by
an Affiliated Company. For purposes of this Article
XIII, Affiliated Company shall mean a corporation
that has adopted the Plan or any other profit
sharing plan and is a member of the controlled group
of corporations (within the meaning of Section
1663(a) of the Code, determined without regard to
Code Section 1 563(a)(4) and Section 1 563(e)(3)(c))
of which the Company is parent, and any corporation
which is not a member of the controlled group of
corporations but in which the Company has an
ownership interest.
(b) A Participant may not have more than five Loans from
the Plan outstanding at any time.
(c) At all times during the term of the Loan(s), the
Participant must have a balance in Fund L equal to
the outstanding balance of the Loan(s).
(d) No Loan shall be made to any Participant until the
execution and/or submission by the Participant of:
(1) a Loan application completed in a manner
prescribed by the Plan Administrator,
(2) a promissory note payable to the Trustee in the
amount and on a form prescribed by the Plan
Administrator,
(3) a written authorization for Loan repayment by
means of payroll deductions or other method of
repayment acceptable to the Plan Administrator,
(4) an authorization to transfer an amount
described in Sec. VIII.2 to Fund L, and
(5) the consent required by Section XIII.7.(b)(1).
(e) A "qualified residential Loan" is a Loan used to
acquire or construct any dwelling unit which within
a reasonable time (determined at the time the Loan
is made) is to be used as a principal residence of
the Participant.
(f) All Participants granted Loans under this Section
shall receive a statement disclosing the terms of
the Loan, including the interest rate, amount of
interest to be paid over the term of the Loan and
payment conditions (disclosure statement).
(g) No Loan may be granted that would adversely affect
the status of the Plan as one which qualifies under
Section 401 (a) or 401 (k) of the Code or the status
of the trust as one which is exempt from Federal
income tax under Section 501(a) of the Code.
(h) Notwithstanding anything above to the contrary, the
Loan Administrator may deny a Loan if in its
judgment the Participant will not have sufficient
income to meet his Loan payments as they become due.
(i) The Loan Administrator is responsible for the
administration of the loan program described in this
section.
XIV. WITHDRAWALS
1. General Conditions
(a) In addition to a distribution pursuant to Section
XVI. 1., a Participant, Retired Participant, Former
Participant, Alternate Payee or Spouse Beneficiary
may make three withdrawals in any calendar year
under the provisions of this Section from his
Regular and/or Before-Tax Accounts. Withdrawals
shall not be permitted:
<PAGE>
(i) from the Before-Tax Account before the
Participant attains age 59 1/2, becomes
disabled, or incurs a hardship, or
(ii) from Fund L except as provided in Section XIII.
7.
(b) Withdrawn amounts will be valued as of the valuation
date on which the transaction is processed.
(c) Company Contributions shall be suspended for six
months if a Participant withdraws any or all of:
(i) his Matched After-Tax Amounts deposited during
the last two years of participation;
(ii) his Matched Before-Tax Amounts deposited during
the last two years of participation;
(iii)the Nonforfeitable Company Contributions
deposited in his Regular Account during the
last two years of participation.
(d) If, prior to attaining five years of service which
includes four years of participation, a Participant
withdraws some or all of his Matched After-and/or
Matched Before-Tax Amounts, such Participant shall
forfeit all Company Contributions attributable to
the withdrawn Matched After-Tax amounts and/or
Matched Before-Tax amounts.
(e) Distribution from Regular Accounts and Before-Tax
Accounts under this Section may be made in cash or
in kind as provided in Section XVI.4(a) or XVI.4(b),
whichever is applicable.
(f) Participants shall designate the sequence in which
Funds will be liquidated to provide for less than
total withdrawals.
2. Withdrawal Sequence
Withdrawals by the Participant shall be made from his
Regular Account in the following order:
(a) Unmatched After-Tax Contributions;
(b) Rollover Assets;
(c) Earnings in Regular Account
(d) Matched After-Tax Contributions held for more than
two years;
(e) Nonforfeitable Company Contributions held for more
than two years;
(f) Matched After-Tax Contributions contributed during
the last two years of participation; or
(g) Nonforfeitable Company Contributions contributed
during the last two years of participation.
Withdrawals by the Participant shall be made from his
Before-Tax Account in the following order:
(a) Unmatched Before-Tax Contributions;
(b) Earnings in Before-Tax Account;
(c) Matched Before-Tax Contributions held for more than
two years;
(d) Matched Before-Tax Contributions contributed during
the last two years of participation;
3. Withdrawal Maximums
The maximum withdrawal from any category in Section
XIV.2. above shall be the lesser of
(a) the amount in such category in the Participant's
Fund(s) or
(b) the value of the Units, shares, and/or dollars, as
appropriate, attributable to such category in the
Participant's Fund(s) at the valuation date on which
the transaction is processed.
XV. HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT
1. Definition of Hardship
A Participant may make a withdrawal in cash from his
Before-Tax Account by establishing hardship. In order to
prove hardship, a Participant must show (1) that he has
an immediate and heavy financial need; and (2) that the
hardship distribution is necessary to satisfy the
immediate and heavy financial need. A committee appointed
by the Company shall act on requests for withdrawals and
appeals under this Section. The amount of an immediate
and heavy financial need may, at the participant's
request, include any amounts necessary to pay any federal
income taxes or penalties reasonably anticipated to
result from the distribution.
2. Establishment of Immediate and Heavy Financial Need
A Participant may establish the existence of an immediate
and heavy financial need in one of two ways. A
Participant may demonstrate by facts and circumstances
the existence of an immediate and heavy financial need
created by an emergency or extraordinary circumstance.
Alternatively, a Participant may show that his immediate
and heavy financial need results from one of the
following deemed hardship conditions:
a. Medical expenses described in Section 21 3(d) of the
Internal Revenue Code incurred or to be obtained by
the Participant, the Participant's spouse, or any
dependents of the Participant;
b. Purchase (excluding mortgage payments) of a
principal residence for the Participant;
c. Payment of tuition and related educational fees for
the next 12 months of post-secondary education for
the Participant, the Participant's spouse, children
or dependents; or
d. The need to prevent the eviction of the Participant
from his principal residence or foreclosure on the
mortgage of the Participant's principal residence.
3. Distribution Necessary to Satisfy Immediate and Heavy
Financial Need
A Participant may establish that the hardship
distribution is necessary to satisfy his immediate and
heavy financial need in one of two ways. Under no
circumstances will a distribution be considered necessary
to satisfy an immediate and heavy financial need if it is
in excess of that need. A Participant may demonstrate by
all relevant facts and circumstances that a distribution
is necessary to satisfy the hardship need. Under this
facts and circumstances option, a Participant must
establish in a sworn and notarized statement that the
immediate and heavy financial need cannot be relieved
(a) through reimbursement or compensation by insurance or
otherwise;
(b) by reasonable liquidation of the Participant's
assets to the extent such liquidation would not
itself cause an immediate and heavy financial need;
(c) by cessation of employee Before-Tax and After-Tax
Contributions under the Savings and Investment Plan;
or
(d) by other distributions or loans from any plans
maintained within the Controlled Group of companies
or from plans maintained by another employer, or by
borrowing from commercial sources on reasonable
commercial terms unless such loan or distribution
would increase the amount of the need.
For purposes of the preceding paragraph, assets of the
Participant include assets of the Participant's spouse and
minor children reasonably available to the Participant.
Property held for a Participant's child under an
irrevocable trust or under the Uniform Gifts to Minors Act
shall not, however, be treated as an available resource of
the Participant.
Alternatively, a Participant's request for a distribution
to meet an immediate and heavy financial need may be
deemed necessary to satisfy the need. Under this option,
a Participant must establish in a sworn and notarized
statement that:
(a) The distribution is not in excess of the amount of
the Participant's immediate and heavy financial
need; and
(b) The Participant has obtained all distributions,
other than hardship distributions, and all loans
currently available under all plans maintained by
the Controlled Group o companies.
Should a Participant elect to have the establishment of
"necessary to satisfy the immediate and heavy financial
need" handled under the deemed standard, the following
consequences shall, in all cases, apply:
(i) the Participant will be prohibited from making any
employee Before-Tax and After-Tax Contributions
under the Savings and Investment Plan and all other
plans, with the exception of health and welfare
benefit plans, including ones that are part of a
cafeteria plan within the meaning of Section 125 of
the Code maintained by the Controlled Group of
companies for a period of twelve (12) months after
receipt of the hardship distribution; and
(ii) the Participant will be prohibited from making
Before-Tax Contributions under the Savings and
Investment Plan and all other plans maintained by
the Controlled Group of companies for the
Participant's taxable year immediately following the
year of the hardship distribution in excess of the
applicable limit under Section 402(g) of the
Internal Revenue Code for such next taxable year
less the amount of such Participant's Before-Tax
Contributions for the taxable year of the hardship
distribution.
4. Amount Withdrawable
The amount which may be withdrawn cannot exceed the total
of the Participant's Before-Tax Contributions (and income
allocable thereto credited to a Participant's Before-Tax
Account as of December 31, 1988) nor the amount necessary
to satisfy the immediate and heavy financial need created
by the hardship. A Participant may direct withdrawals
under this Section in accordance with Section XIV. I (f).
The withdrawal sequence will be as set forth in Section
XIV.2.
<PAGE>
5. Forfeitures and Suspensions
Except as provided otherwise in this Section, Hardship
Withdrawals are subject to the same forfeitures and
suspensions provided in Section XIV for other withdrawals
from Before-Tax Accounts, provided, however, that a
Hardship Withdrawal shall not be considered a withdrawal
for purposes of the limitation on the number of
withdrawals permitted under Section XIV. 1.
XVI. TERMINATION OF PARTICIPATION
1. General Conditions
(a) Notwithstanding the restriction on the number of
withdrawals contained in Section XIV. 1., a
Participant, who ( I ) has a zero balance in his
Before-Tax Account, or (2) has attained age 59 1/2,
may voluntarily terminate his participation in the
Plan by requesting discontinuance of After-Tax and
Before-Tax Contributions and distribution of the
balance in his accounts. In such event, distribution
of the Participant's total interest in the Plan,
after deducting any required forfeiture of Company
Contributions, will be made as described in this
Section.
(b) An individual's participation will also end because
his service with the Company is terminated or the
Plan is terminated. In either such event,
distribution of the individual's Before-Tax Account
may be made as described in this Section only after
he satisfies the requirements of Subparagraph (a)(2)
of this Paragraph or terminates his service with the
controlled group, whichever occurs first. Any
termination on account of a liquidation, merger, or
consolidation of the Company, which involves (I) no
substantial change in the make-up of employees, (2)
only a technical change in the employment
relationship, and (3) no meaningful change in the
beneficial ownership of the business will not be
considered a termination of service. Distribution of
such Former Participant's Regular Account will be
made, after deducting any required forfeiture of
Company Contributions, when the Plan or his service
with the Company is terminated or, at his option,
when his Before-Tax Account is distributed. A Former
Participant who, prior to his termination of
service, elected to defer receipt of his Regular
Account balance under this Subparagraph may, at any
time prior to settlement of his accounts, request
immediate distribution of the balance in his Regular
Account less any required forfeiture of Company
Contributions.
2. Terminations Without Forfeiture
No forfeiture of Company Contributions will be charged
against a Participant if termination of participation
occurs
(a) for any reason after the Participant attains normal
retirement age or five years of service which
includes four years of participation in the Plan, or
(b) at any time by reason of
(1) retirement under the Company's Pension and
Retirement Plan, including incapability
retirement,
(2) becoming an employee of a subsidiary, an
affiliated group company, or a partnership or
joint venture in which the Company has an
ownership interest provided the individual
becomes an employee of such entity at the
request of the Company,
(3) termination due to lack of work, sale of a
business or facility or pursuant to the
Company's Voluntary Termination Incentive (VTI)
Policy, except in the event the Participant is
reemployed prior to distribution of his
accounts,
(4) termination on account of total and permanent
disability as determined under the Company's
Total and Permanent Disability Income Plan,
(5) termination of the Participant's service
resulting from the transfer by the Company of
the Participant's spouse to another employment
location,
(6) death, or
(7) termination of the Plan.
3. Terminations With Forfeiture
A Participant will forfeit all of the Company
Contributions made for his account if he has less than
five years of service which includes four years of
participation in the Plan and he
(a) voluntarily terminates participation, or
(b) ceases to be an employee for any reason other than
those specified in Paragraph 2(b) of this Section.
4. Distribution of Accounts
(a) Subject to the conditions in Paragraph 1 of this
Section and Subparagraphs (c) and (i) of this
Paragraph, as soon as practicable after termination
of participation in the Plan under the provisions of
Paragraph 2 of this Section, distribution of the
balance in the individual's accounts, including all
nonforfeited Company Contributions, will be made on
the following bases:
(1) For Funds B, C and E, cash equal to the value
of the individual's Units and/or Shares, as
appropriate, therein at the valuation date on
which the termination of participation occurs,
or, where termination is on account of death,
the valuation date of the business day
preceding the day of distribution.
(2) For Fund D, delivery of full shares of Company
common stock in the individual's account, plus
the value in cash of any fractional interests
in a share of such stock and accrued income at
the valuation date on which termination of
participation occurs or, at the election of the
individual, some or all in cash.
(3) For Fund L, delivery of any promissory note(s)
in the individual's account, if requested.
(b) Subject to the conditions in Paragraph 1 of this
Section and Subparagraphs (c) and (i) of this
Paragraph, as soon as practicable after termination
of participation in the Plan under the provisions of
Paragraph 3 of this Section, distribution of the
balance in an individual's accounts will be made as
provided in Paragraph 4(a) of this Section except
that the individual shall forfeit an amount equal to
the lesser of
(1) the dollar amount of Company Contributions
credited to his accounts prior to the valuation
date on which termination occurs, or
(2) the current value of the units and shares
attributable to his Company Contributions.
(c) Beneficiary Designation
(1) A Participant, Former Participant, Retired
Participant or Spouse Beneficiary may designate
any beneficiary or beneficiaries he chooses to
receive all or part of his interests in Funds
B, C, D and E in case of his death, and he may
replace or revoke such designation. However, in
the event the Participant, or Spouse
Beneficiary has a spouse, no designation of a
person other than the spouse shall be
permitted, unless such spouse has consented in
writing in the manner prescribed by the Company
to another beneficiary, or such consent could
not be obtained because the spouse could not be
located or because of such other reasons as
applicable Treasury Regulations may provide in
which case distribution shall be made as
provided in Paragraph 4(a) of this Section. If
no surviving spouse exists and no beneficiary
designation is in effect, distribution shall be
made to, or in accordance with the directions
of, the executor or administrator of the
decedent's estate.
With respect to non-Spouse Beneficiaries
(including a beneficiary who is a spouse of a
Former Participant), the balance of a deceased
Participant's, Former Participant's, Alternate
Payee's or Retired Participant's Plan assets
will remain in the accounts and Funds as of the
time of his death, pending distribution. Total
distribution shall be made to such
beneficiaries no later than the end of the
twelfth month following the death of the
Participant, Former Participant, Alternate
Payee or Retired Participant.
If in the opinion of the Company there is a
question as to the legal right of any
beneficiary to receive a distribution under the
Plan, the amount in question may be paid to the
decedent's estate, in which event the Trustee
and the Company shall have no further liability
to anyone with respect to such amounts.
Non-Spouse Beneficiaries may not designate
beneficiaries; account balances remaining at
the time of their death will be paid to their
estates as soon as practicable following the
death of the Non-Spouse Beneficiary.
(2) If the Plan Administrator receives a qualified
disclaimer (as defined in Code section 2518)
from any designated beneficiary entitled to
benefits as a result of, and within nine months
after, the death of a Participant, Former
Participant, Spouse Beneficiary, Alternate
Payee or Retired Participant, such benefits
shall instead be paid to an alternate
beneficiary determined according to a valid
beneficiary designation made by the deceased.
Payment to an alternate beneficiary on account
of receipt of a qualified disclaimer shall not
be treated as a violation of Section XVII. of
the Plan.
<PAGE>
(d) Retirement Deferral Election
(1) Notwithstanding the provisions of Paragraph
4(a) of this Section,
(i) a Participant, at any time prior to the
effective date of his retirement under
Section IV, XI.A.(l) or XI.A.(2) of the
Company's Pension and Retirement Plan, the
Company's Special Retirement Opportunity
Program, provided such retirements occur
during the effective dates of the
Company's Voluntary Separation Program,
the Voluntary Separation Program Prime or
a similar provision of a plan of an
affiliated group company, or
(ii) the Spouse Beneficiary of a deceased
Participant or Retired Participant who had
not reached his Required Beginning Date
may elect, revoke, or reelect an option to have
the distribution in the Participant or Retired
Participant's accounts made no later than April
1 of the calendar year following the year in
which he attains age 70 1/2 except that, in the
case of a Spouse Beneficiary, distribution of
the balance in the accounts shall commence on
or before the later of the end of the year in
which the deceased employee would have attained
age 70 1/2 or the end of the year after that in
which the employee died. In the event the
Retired Participant is reemployed and reenrolls
in the Plan prior to the specified month, the
election will be revoked and no distribution
will be made on account of the prior
termination of employment. A Participant,
Retired Participant or Spouse Beneficiary may
revoke the election and request distribution of
the balance in the accounts at any time prior
to the time prescribed by this subparagraph.
(2) With respect to a Participant, Retired
Participant, or Spouse Beneficiary who has made
an election under this Section XVI.4(e):
(i) Transfers between Funds B, C, D and E of
the Regular Account and Funds B, C, D and
E of the Before-Tax Account shall be
permitted as set forth in Section VIII.l.;
and,
(ii) up to three (3) Withdrawals may be made
during each calendar year in accordance
with Section XIV.
(3) At any time prior to settlement of the accounts
under this Subparagraph, the Participant,
Retired Participant, or Spouse Beneficiary may
direct payment of the balance of his accounts
in accordance with Paragraph 5 of this Section.
In the absence of such direction, the
distribution will be valued as of the date of
settlement.
(e) Termination of Employment
If termination of employment, other than a
termination of employment described in Section
XVI.2(b), occurs prior to the last scheduled work
day of the month, no Company Contribution will be
made for the month of termination.
(f) Application of Forfeitures
All amounts forfeited by Participants terminating
their participation in the Plan shall be applied to
reduce Company Contributions required by Section V.
(g) Sale of Business or Facility
A Participant, whose employment, with the Company or
with a partnership or a joint venture in which the
Company has an ownership interest and with whom such
Participant was employed at Company request, is to
be terminated in connection with the sale by the
Company of any business or facility or of the
Company's interest in such entity, may, at any time
prior to termination of employment, designate that
the balance in his Before-Tax and After-Tax Accounts
(including the balances in Fund L) be paid in cash
and promissory note(s) directly to the trustee of a
qualified defined contribution plan maintained by
the purchaser of the business or facility if such
plan will accept the transfer of assets and note(s).
As of the valuation on the day of termination of the
Participant's employment, the balance of his
Before-Tax Account in Funds B, C, D and E and his
Regular Account in Funds B, C, D and E shall be
allocated to his Regular Account in Fund B and the
balance of his Before-Tax Account Fund L shall be
allocated to his Regular Account Fund L.
Payment to the trustee of the receiving plan will be
made as soon as practicable after the Company
receives satisfactory proof that the requirements of
Section 414(1) of the Code will be satisfied in the
transfer of assets. At any time prior to such
transfer of assets, the individual may request
distribution of the balance of his accounts. Such
payment to the trustee of the receiving plan or
distribution to the individual will be in cash (and
promissory note(s), if applicable) as of the
valuation date on which such proof or request,
respectively, is received by the Company.
(h) Post Termination Participation
After termination of service, the following Former
Participants may elect to participate in the Plan to
the extent provided in this Subparagraph:
(i) Individuals whose service is terminated due to
lack of work, pursuant to the Company's
Voluntary Termination Incentive (VTI) Policy,
or due to the sale of a business or facility by
the Company; and,
(ii) all others whose vested account balances exceed
$3500 at the time of termination or ever
exceeded $3500 and who do not consent to the
distribution of their account balances.
No further Company Contributions or employee
After-Tax Contributions or Before-Tax Contributions
will be permitted and such participation shall not
count for vesting purposes. A total distribution may
be taken at any time. Total distribution shall be
made under this Subparagraph no later than April 1
of the calendar year following the year in which the
individual attains age 70 1/2.
(i) If a distribution is required under the terms of
this Plan, pursuant to the Code, pursuant to a
Qualified Domestic Relations Order, or because an
account holder requested a distribution and the
account holder or alternate payee to whom such a
benefit must be paid or who requested payment cannot
be located, such distribution shall be held without
interest and forfeited six (6) months after the end
of the month in which the distribution was required
to be made or requested and shall be used to reduce
Company Contributions as provided in Section
XVI.4(g) provided that the amount of such forfeiture
shall be reinstated without interest if, prior to
termination of the Plan, a claim is made by the
account holder or alternate payee for the forfeited
distribution.
(j) If an account is created for an Alternate Payee
pursuant to a Qualified Domestic Relations Order no
Company Contribution or employee After-Tax and/or
Before-Tax Contributions will be permitted. A total
distribution may be taken at any time. Total
distribution shall be made to the Alternate Payee
under this Subparagraph no later than April 1 of the
calendar year following the year in which the
Participant, from whom the Alternate Payee's account
was derived, attains age 70 1/2.
5. Periodic Payment Options
(a) In lieu of distribution of accounts in accordance
with Paragraph 4 of this Section,
(i) a Participant who retires under Section IV,
XI.A.(l) or XI.A.(2) of the Company's Pension
and Retirement Plan, the Company's Special
Retirement Opportunity Program provided such
retirements occur during the effective dates of
the Company's Voluntary Separation Program, or
the Company's Voluntary Separation Program
Prime, at any time prior to settlement of his
accounts,
(ii) the Spouse Beneficiary of a deceased
Participant or Retired Participant who had not
reached his Required Beginning Date; or
(iii) a Participant, in February of the calendar
year that contains his Required Beginning Date,
may elect, revoke or reelect to have some or all
proceeds paid out in one of the following methods of
periodic payments except that in the case of Section
XVI.5(a)(iii) only Lifetime Periodic Payments
pursuant to Section XVI.5(a)(B) may be elected:
(A) Variable Periodic Payments.
<PAGE>
Under this option, the proceeds in the
Participant, Retired Participant, or
Spouse Beneficiary's Before-Tax and
Regular Accounts will be paid out in a
specified number of monthly or annual
periodic payments beginning in the month
following that in which the Participant
retires or that in which the Participant,
Retired Participant, or Spouse Beneficiary
elects periodic payout in lieu of deferral
under Section XVI.4(e) and ending (subject
to amounts available in the account) after
the specified number of payments have been
made or in the month of notification to
the Plan Administrator of the death of the
Participant, Retired Participant or Spouse
Beneficiary, the remainder being paid to
the designated beneficiary(ies) in
accordance with Section XVI.4(d); provided
that the number of monthly periodic
payments cannot exceed the actuarial life
expectancy(ies) specified in the Unisex
Annuity Tables promulgated by the
Department of Treasury under Section 72 of
the Code for those the same age(s) as the
Participant (Retired Participant or Spouse
Beneficiary), or as the Participant
(Retired Participant or Spouse
Beneficiary) and the oldest designated
primary beneficiary, if any: provided
further that the distribution cannot be
less than the amount needed to satisfy the
minimum distribution incidental benefit
requirement of Section 401(a)(9) of the
Code, and provided further that a Spouse
Beneficiary may continue to receive the
remaining periodic payments after the
death of the Participant (or Retired
Participant); or
(B) Lifetime Periodic Payments.
Under this option, the proceeds in the
Participant, Retired Participant, or
Spouse Beneficiary's Before-Tax Account
and Regular Account will be paid out in
monthly or annual periodic payments based
on the actuarial life expectancies
specified in the Unisex Annuity Tables
promulgated by the Department of Treasury
under IRC sec. 72, recalculated annually,
of the Participant (Retired Participant or
Spouse Beneficiary), or the Participant
(Retired Participant or Spouse
Beneficiary) and the oldest designated
primary beneficiary, beginning with the
month following that in which the
Participant retires or that in which the
Participant, Retired Participant, or
Spouse Beneficiary elects periodic payout
in lieu of deferral under Section
XVI.4(e), and ending (subject to amounts
available in the account) in the month of
notification to the Plan Administrator of
the death of the Participant, Retired
Participant, or Spouse Beneficiary,
provided that the distribution cannot be
less than the amount needed to satisfy the
minimum distribution incidental benefit
requirement of Code Section 401 (a)(9).
The remainder shall be paid to the
designated beneficiary(ies) in accordance
with Section XVI.4(d) except that a Spouse
Beneficiary of a Participant or Retired
Participant receiving lifetime periodic
payments under this Section XVI.5(a)(B)
based on their joint life expectancies may
continue receiving installments which
shall be recalculated annually based on
the spouse's life expectancy after the
death of the Participant or Retired
Participant.
(C) Fixed Payments
Under this option, the proceeds in the
Participant, Retired Participant, or
Spouse Beneficiary's Before-Tax Account
and Regular Account will be paid out in a
specified monthly or annual amount
designated by the Participant, Retired
Participant, or Spouse Beneficiary. The
designated amount shall be paid on a
monthly or annual basis beginning in the
month following that in which the
Participant retires or that in which the
Retired Participant, or Spouse Beneficiary
elects the Fixed Payment option and end at
such time as the account balance is zero.
(D) Level Periodic Payments
Under this option, the proceeds in the
Participant, Retired Participant, or
Spouse Beneficiary's Before-Tax Account
and Regular Account will be paid in equal
monthly or annual payments calculated by
amortizing the account balance over a
number of years equal to the life
expectancy of such Participant, Retired
Participant, or Spouse Beneficiary or the
joint life and last survivor expectancy of
such Participant, Retired Participant, or
Spouse Beneficiary and a designated
beneficiary at reasonable interest
determined on the date payments begin by
the Plan Administrator.
(b) For subparagraphs (A) variable and (B) lifetime,
each periodic payment during a calendar year
(subject to amounts available in the account) shall
be equal to the amount determined by dividing the
value of the account, at the payment commencement or
the last recalculation date, by the number of months
remaining in the term selected for payments under
subparagraph (A), or in the life expectancy for
payments under subparagraph (B), except that the
last payment in a term selected under subparagraph A
will be adjusted if necessary to liquidate the
account. A recalculation will be performed as of
each December 31.
(c) A Participant, Retired Participant or Spouse
Beneficiary who elects periodic payments may make
Fund Transfers in accordance with Section VIII. 1 of
this Plan.
(d) At any time during the periodic payout period, the
Participant, Retired Participant, or Spouse
Beneficiary may request distribution of the balance
in his accounts. Such distribution will be based on
the value of the account as of the valuation date on
which the request is made. During each calendar year
of the periodic payout period, a Retired Participant
or Spouse Beneficiary is also eligible to take up to
three Withdrawals in accordance with Section XIV.
(e) If a Retired Participant receiving monthly periodic
payments pursuant to this Paragraph is reemployed
prior to April 1 of the calendar year following the
calendar year in which he attains age 70-1/2,
periodic payments shall terminate. At the earlier of
(i) his retirement again under Section IV of the
Company's Pension and Retirement Plan or (ii) March
1 of the calendar year following the calendar year
in which he attains age 70-1/2, he shall designate
any type of distribution of the balance in his
accounts permitted under Paragraph 4 of this Section
or this Paragraph 5. However, if the Retired
Participant is reemployed (i) as a Limited Service
Employee as such term is defined in the Service
Rules or (ii) after February 28 of the calendar year
following the calendar year in which he attains age
70-1/2, periodic payments will continue; any
increase in the balance in his account(s)
attributable to After-Tax, Before-Tax, or Company
Contributions made after his reemployment will be
distributed in accordance with Paragraph 4 of this
Section when his service with the controlled group
is again terminated.
(f) Notwithstanding any other provision of this Plan or
election by a Participant, Retired Participant or
Spouse Beneficiary to the contrary, distributions
shall be made in such minimum amounts and at such
times as required by Code section 401 (a)(9) and all
regulations thereunder. If no payment election has
been received by the Plan Administrator at the time
minimum distributions are required to be made, the
Plan will commence monthly payments under the
lifetime periodic payments under Subparagraph (B).
(g) A Participant, Former Participant, or Spouse
Beneficiary who has received one or more periodic
payments under the Lifetime, Variable, Fixed or
Level Payments may revoke his prior election no more
than once a year and elect to receive his account
balance in any other periodic payment options.
6. Reenrollment in Plan
(a) After Voluntary Termination
If a Participant terminates his participation in the
Plan and remains employed, he shall immediately be
eligible to participate in the Plan, except that no
Company Contributions will be made to the
Participant's accounts for any of the six months
following the month of termination. Upon
reenrollment he shall be entitled to credit for his
years of participation subsequent to September 30,
1976.
(b) After Reemployment
If a Participant who has, before January 1, 1985,
(1) voluntarily terminated participation as
described in Paragraph 6(a) of this Section and
subsequently terminated service with the Company, or
(2) had his participation terminated because his
service with the Company was terminated, is
reemployed, he shall immediately be eligible to
participate in the Plan provided he is
<PAGE>
(i) reemployed during the same computation period
in which his service terminated, or
(ii) compensated with respect to more than 500 hours
during the computation period in which his
service is terminated and he is reemployed in
the next succeeding computation period.
If a Participant who has, after December 31, 1984,
(1) voluntarily terminated participation as
described in Paragraph 6(a) of this Section and
subsequently terminated service with the Company, or
(2) had his participation terminated because his
service with the Company was terminated, is
reemployed, he shall immediately be eligible to
participate in the Plan. For purposes of the
preceding sentence and Sections XVI.6(c)(1) and
XVI.6(c)(2), absence from employment for the
following reasons which commences after December 31,
1984 shall be considered hours of service:
(i) pregnancy or birth of a child of the
individual,
(ii) placement of a child with the individual in
connection with its adoption by the individual;
and
(iii) caring for such child beginning
immediately after such birth or placement.
No more than 501 hours shall be considered hours of
service under the preceding sentence in connection
with any pregnancy or placement. Upon reenrollment,
he shall be entitled to credit for his years of
participation subsequent to September 30, 1976. In
the case of a Participant who voluntarily terminated
participation, no Company Contributions will be made
to the Participant's accounts for any of the six
months following the month of termination.
(c) Buy-Back of Forfeitures
(1) A Participant who reenrolls in the Plan as
provided in (a) or (b) above, and who forfeited
Company Contributions on account of his
termination of participation in, and a
distribution from, the Plan, may repay at any
time prior to termination of employment in a
single cash payment an amount equal to the
value of the distribution at the valuation date
on which the withdrawal occurred.
(2) A Participant who received a Withdrawal from
his Regular Account or his Before-Tax Account,
and who forfeited Company Contributions on
account of such Withdrawal, but did not
terminate participation in the Plan, may repay
in a single cash payment an amount equal to the
value of either (i) the Withdrawal or (ii) the
amount of Matched After-Tax and/or Matched
Before-Tax Contributions withdrawn at the
valuation date on which the Withdrawal
occurred.
(3) A Participant who terminated participation
after December 31, 1984, or who made a
Withdrawal after December 31, 1984, in either
case resulting in a forfeiture of Company
Contributions must make the repayment provided
in ( 1 ) or (2) above in the case of a
distribution on account of separation from
service.
(4) Upon repayment under ( l ) or (2) above, the
dollar amount of the Company Contributions
forfeited by the Participant will be restored
to his Regular Account and allocated to Funds
B, C, D or E in whole multiples of 1% in
accordance with the Participant's
authorization. The Participant shall authorize
the Company to allocate the amount repaid to
his Regular Account in Funds B, C, D or E in
the manner prescribed in Section VII. 1 for
allocating After Tax Contributions. All repaid
amounts shall be identified as Unmatched
After-Tax Contributions in the Participant's
accounts.
(5) A Participant who terminates employment with
the Company and does not receive a distribution
from the Plan shall not have his unvested
Company Contributions forfeited until he has
incurred five consecutive One-Year Breaks in
Service commencing with his termination.
7. Computation Period
For purposes of this Section, a computation period shall
be a period of 12 consecutive months commencing the later
of January 1, 1976, or the employee's date of employment
or reemployment, whichever is applicable, or any
succeeding anniversary of such date.
XVII. NONASSIGNMENT
Except as provided by Section 401(a)(13) of the Code, no
assignment of the rights or interests of account holders under
this Plan will be permitted or recognized, nor shall such
rights or interests be subject to attachment or other legal
processes for debts.
XVIII. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN
If it is determined that the Plan is a top-heavy plan, within
the meaning of Section 41 6(g) of the Code, for any plan year,
this Section will supersede all other provisions to the
contrary and apply for such plan year.
l. Minimum Vesting
Each Participant shall have a nonforfeitable right to a
percentage of the Company Contributions and earnings
thereon in his Regular Account, as determined in
accordance with the following table:
Years of Nonforfeitable
Participation Percentage
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 and greater 100%
For purposes of determining the years of participation of
a reenrolled Participant, the provisions of Sections
XVI.6 (a) and (b) shall apply. Vesting of nonforfeitable
rights to Company Contributions accrued after the Plan
ceases being top-heavy shall be determined in accordance
with the Plan's vesting provisions in effect prior to the
Plan becoming top-heavy.
2. Minimum Contributions
Contributions by the Company under the Plan, including
Before Tax Contributions, on behalf of each Participant
who has not separated from service at the end of the Plan
year and who is a non-key employee shall not be less than
three percent of his Compensation.
3. Compensation Limitation
For any plan year in which the Plan is a top-heavy plan,
the compensation limitation set forth in Code Section 41
6(a) shall apply.
4. Effect on Limitation on Annual Additions
For any plan year in which the Plan is top-heavy, the
combined limitation described in Section XIX.7(b) shall
be applied by substituting "1.0" for "1.25" wherever it
appears in Sections XIX. 1 2(s) and (v).
5. Definitions - For purposes of these top-heavy provisions,
the following definitions shall apply:
(a) Key employees and non-key employees. In determining
which employees are key employees and which are
non-key employees, the criteria set forth in Code
Section 416 and the regulations thereunder shall be
applied.
(b) Top-heavy ratio. The top-heavy ratio shall be
computed in accordance with Code Section 416 and the
regulations thereunder.
(c) Aggregation Group. For purposes of determining if
the Plan is a top-heavy plan for a particular Plan
year, each tax qualified plan of the Company in
which a key employee participates in the Plan year
containing the determination date, or any of the
four preceding Plan years, and each other tax
qualified plan of the Company, which during this
period, enables any plan, in which a key employee
participates, to meet the requirements of Code
Sections 401 (a)(4) or 410 shall be aggregated
within the required aggregation group. All other tax
qualified plans which are not required to be
aggregated under the preceding sentence but that
satisfy the requirements of Code Sections 401(a)(4)
and 4 10 when considered together with the required
aggregation group shall also be aggregated.
(d) Determination Date. The determination date for any
Plan year shall be September 30 of the preceding
Plan year.
(e) Valuation Date. The valuation date applicable to the
determination date shall be September 30 of the
preceding Plan year.
XIX. MISCELLANEOUS PROVISIONS
1. Plan Administration
(a) The Company shall have the authority to control and
manage the operation and administration of the Plan
and to designate one or more persons to carry out
the responsibilities of the operation and
administration of the Plan. The Named Fiduciary for
the investment aspects of the Plan is the Vice
President, Pension Fund Investment; the Named
Fiduciary for all other aspects of the Plan is the
Director, H. R. Service Company. The Company, or
such person or persons as the Company may designate,
may employ one or more persons to render advice with
regard to any responsibility of the Company or any
such person under the Plan.
<PAGE>
(b) All authorizations, designations and requests
concerning the Plan shall be made by employees in
the manner prescribed by the Company.
(c) The Company, or its designee by written instrument,
shall have the responsibility of appointing
Trustees, as provided in Paragraph 1 of Section IX,
Paragraph 1 (a) of Section X, Paragraph 1 of Section
XI and Paragraph 1 of Section XII, and the
Compensation and Benefits Committee, or its designee
by written instrument, shall have the responsibility
of making the designations called for pursuant
Paragraph l(b) of Section X.
(d) The Company retains discretionary authority to
determine eligibility for benefits hereunder and to
construe the terms and conditions of the Plan. The
decision of the Company shall be final with respect
to any questions arising as to interpretation of
this Plan.
(e) The Company is the Plan Administrator.
(f) Subject to the requirements of the Code, the Company
may authorize the Trustees of the Plan to accept a
rollover of assets in cash and/or Company common
stock received in a qualified distribution from a
qualified employer plan as described in Code Sec.
402(a)(5), or received in a distribution from an
individual retirement account, as described in Code
Sec. 408(d)(3)(A)(ii). Any Company common stock
received will be allocated to Regular Account Fund
D. The Account Holder shall designate the manner in
which all other rollover contributions to the Plan
will be invested. All amounts so received will be
treated as Earnings in the Regular Account. Only
taxable amounts may be rolled over under this
Section.
(g) A newly hired employee who has made a rollover
contribution to the Plan in accordance with
Subparagraph (f) who has not otherwise become a
Participant of the Plan may make, with respect to
his rollover contribution, fund transfers in
accordance with Section VIII and withdrawals in
accordance with Section XIV; provided, however, that
such employee shall not have a right to make
Before-Tax Contributions, After-Tax Contributions or
have Company Contributions made on his behalf or
institute loans until he has otherwise satisfied the
requirements imposed by Section II.
(h) Subject to the requirements of the Code, the Company
may authorize the Trustees of the Plan to accept a
trust-to-trust transfer of assets requested by a
Participant, Retired Participant or Spouse
Beneficiary in cash and/or Company common stock
received from a qualified defined contribution plan
including the Du Pont Tax Reform Act Stock Ownership
Plan. The Company common stock shall be allocated to
Regular Account Fund D. The account holder shall
designate the manner in which all other transferred
contributions to the Plan will be invested. Taxable
amounts received pursuant to this Section will be
treated as Earnings in the Regular Account.
Nontaxable amounts will be treated as Unmatched
After-Tax Contributions.
(i) Payments from the Plan may be "eligible rollover
distributions" if they are not payments for an
account holder's lifetime (or life expectancy), or
account holder's lifetime and his beneficiary's
lifetime (or life expectancy) or a period of ten
years or more. Only taxable amounts of the
distributions are "eligible for rollover
distribution".
A Participant, Former Participant, Retired
Participant, Spouse Beneficiary or Alternate Payee
may instruct the Plan Administrator to make a direct
rollover of all or a portion of his distribution
that is an "eligible rollover distribution" to
another qualified plan or an Individual Retirement
Account.
In the event a Participant, Former Participant,
Retired Participant, Spouse Beneficiary or Alternate
Payee elects not to make a direct rollover of all or
any portion of his "eligible rollover distribution",
the distribution shall be subject to the 20%
withholding specified in Code Section 3405.
(j) Overpayments of a distribution under this Plan shall
be repaid within thirty (30) days after written
demand is made for repayment by the Plan
Administrator. In the event repayment is not made
either within thirty (30) days of such demand or in
accordance with such terms as may be agreed to by
the Plan Administrator, an amount, to the extent
available, equivalent to the overpaid amount shall
be deemed to have been withdrawn by the account
holder under Section XIV, XV or XVI, whichever is
applicable, and the limitation on the number of
Withdrawals contained in Section XIV.1. shall not
apply to such Withdrawal. Until any remaining
overpaid amount is repaid or restored, a Participant
shall neither deposit After-Tax Contributions nor
make Before-Tax Contributions, and Company
Contributions shall be suspended.
(k) Notwithstanding any other provision of the Plan,
benefits under the Plan shall be limited as required
by the Internal Revenue Code.
2. Administrative Expense
Reasonable expenses of administering the Plan, including,
but not limited to, recordkeeping expenses, trustee fees,
and transactional costs shall, at the election of the
Plan Administrator, be paid by Participants. Brokerage
fees, transfer taxes, investment fees and other expenses
incident to the purchase and sale of securities and other
investments in Funds B, C, D, and E shall be included in
the cost of such securities or investments, or deducted
from the sales proceeds, as the case may be.
3. Modification or Termination
The Company reserves the right to change or discontinue
this Plan in its discretion by action of the Company or
by written instrument executed by such person or persons
as the Company may designate; provided, however, any
change which has the effect of reducing or terminating
benefits under this Plan will not be effective until one
year following announcement of such change by the
Company, unless earlier change is required to comply with
governmental regulations. In the event of the complete or
partial termination of the Plan, or complete
discontinuance of Company Contributions under the Plan,
distribution of full shares of Company common stock, and
all cash balances including those resulting from the
liquidation of Funds B, C and E will be made to the
affected Participants in accordance with Section
XVI.4(a).
4. Transition to Amended Plan
Where an individual is in a bargaining unit represented
by a union for collective bargaining, with which
discussions have been had concerning this Plan as last
amended, the provisions of the amended Plan shall not
become effective for such individual unless and until (i)
such discussions or (ii) existing collective bargaining
agreements result in favor of applicability of the
amended Plan. The terms of the Plan in effect immediately
prior to the last amendment shall continue to apply to an
individual so excluded unless and until discussions with
the union representing his unit have concluded in favor
of applicability to the unit of the amended Plan or of
other employee benefits in lieu thereof, or unless and
until the individual is made eligible under the amended
Plan by lawful unilateral action of the Company.
5. Transfer of Assets
(a) In the case of any merger or consolidation with, or
transfer of assets or liabilities to, any other
plan, each employee shall (if the Plan is then
terminated) receive a benefit immediately after the
merger, consolidation, or transfer which is no less
than the benefit to which he would have been
entitled immediately before the merger,
consolidation, or transfer (if the Plan had then
terminated).
(b) (1) In connection with an individual's
transfer of employment to an affiliated group
company or pursuant to such individual's
employment at Company request with a
partnership or joint venture in either of which
the Company has an ownership interest, he may
elect to have the value of the balances in his
accounts in Funds B, C, D, E and L in this Plan
transferred to the qualified profit-sharing
plan of the company to which he was last
transferred or of such partnership or joint
venture by which he was last employed. The
transfer of account balances may be made in
cash or in kind, whichever the Plan
Administrator determines most appropriate under
the circumstances. The balance in the
individual's Before-Tax Account will not be
transferred unless the plan to which it is to
be transferred satisfies the requirements of
Code Section 401 (k). The balance in his
account in Fund L will not be transferred if
the trustee under the receiving plan will not
accept the individual's promissory note(s).
Account balances to be transferred will be
valued and transferred as soon as practicable
following receipt by the Plan Administrator of
proof satisfactory to the Plan Administrator
that the Plan to which assets are being
transferred is a tax-qualified plan under the
Code. The individual may exercise this option
at any time prior to termination of employment
with the affiliated group or such partnership
or joint venture. At any time prior to making
such election the individual will be considered
a Participant, except that such Participant
shall not be permitted to make deposits to his
accounts; provided, however, that an individual
whose employment was transferred to an
affiliated group company may make Supplemental
Savings Deposits as provided under Section IV.
1 (b). The maximum allowable Supplemental
Savings Deposit for an individual whose
employment was transferred to an affiliated
group company shall be determined as if he had
terminated participation in the month of his
transfer of employment. If the individual
terminates employment with the affiliated group
or such partnership or joint venture prior to
exercising his option, distribution of the
balances in his accounts will be made as
provided in Paragraphs 4 and 5 of Section XVI.
<PAGE>
(2) In connection with an individual's transfer of
employment from an affiliated group company or
an individual's employment with the Company
immediately upon the termination of such
individual's employment, at Company request,
from a partnership or joint venture in either
of which the Company has an ownership interest,
the balances in his qualified profit-sharing
plan accounts which are transferred to this
Plan will be deposited in Regular and
Before-Tax Accounts, as appropriate, and
allocated in cash or in kind to Funds B, C, D,
or E, except that any cash transferred will be
deposited in Fund B and any promissory note(s)
will be converted to a promissory note under
this Plan and transferred to Fund L. The
determination of whether the account balances
are to be transferred in cash or in kind shall
be made by the Plan Administrator.
Except for purposes of Section IV. 1 (b), an
individual's period of participation under this
Plan will include his period of continuous
participation in the qualified profit-sharing
plan of the affiliated group company
immediately preceding the transfer of
employment. With respect to an individual who
was employed by the Company immediately upon
the termination of such individual's
employment, at Company request, from a
partnership or joint venture in which the
Company has an ownership interest, years of
participation by the individual in such
entity's qualified profit-sharing plan shall be
recognized as years of participation in this
Plan provided such individual transfers his
entire account balance from the qualified
profit-sharing plan of such entity to this
Plan. An individual with respect to whom
company contributions to the plan of an
affiliated group company or such partnership or
joint venture were suspended at the time of his
transfer or of his employment by the Company
from such partnership or joint venture will not
be entitled to Company Contributions under this
Plan until the suspension period lapses. A
withdrawal by a participant of any part of a
qualified profit-sharing plan account remaining
to his credit in the plan of an affiliated
group company or such partnership or joint
venture, where such account remains after his
transfer from such affiliate, partnership or
joint venture to any other affiliate,
partnership or joint venture will have the same
effect on his participation in this Plan as if
he made such withdrawal from this Plan.
(c) In connection with the acquisition of a business or
facility, the Company, in its discretion, may direct
the Trustee of Fund B of the Plan to accept a
transfer of assets, in cash, or the Trustees of
Funds B and L to accept a transfer of assets in a
combination of cash and promissory note(s) which
note(s) must be converted to note(s) under this Plan
and transferred to Fund L from the trustee(s) of a
qualified defined contribution plan maintained by
the seller of the business or facility. The cash
received will be allocated to the employees'
accounts in Fund B based on the value on the date in
which the transfer takes place. Amounts received
which were employee contributions will be treated as
Unmatched After-Tax amounts; amounts which were
Before-Tax Contributions will be treated as
Unmatched Before-Tax amounts; amounts which were
Earnings on Before-Tax amounts will be treated as
Earnings on Before-Tax amounts; and all other
amounts received will be treated as Earnings in the
Regular Account. The Board of Benefits and Pensions
may recognize service with the seller by an employee
for purposes of eligibility in this Plan and may
also recognize participation in the seller's plan by
an employee who enrolls in the Plan and whose entire
account assets are transferred to this Plan for
purposes of participation in this Plan, and the
assets transferred for his account will be valued in
accordance with Section X.3.
(d) In connection with the previous acquisition of a
business or facility in which the seller agreed to
later reemploy individuals who had become employees
of the Company, the Company may, in its discretion,
direct the Trustees of the Plan to transfer account
balances of Former Participants who are so
reemployed to the trustee of the seller's qualified
defined contribution plan, provided the requirements
of Section 414(1) of the Code will be satisfied in
the transfer of assets.
6. No Guarantee of Security Values
The Company does not guarantee or represent in any way
that the value of stocks and other assets in which the
account holder has an interest will increase or will not
decrease. Each Participant assumes all risks in
connection with any changes in the value of securities
and other assets in the various Funds in which he may
have an interest.
7. Limitations on Annual Additions
This Plan provision supersedes any other Plan provision
which would conflict with this one.
(a) In no case may annual additions to a Participant's
account, determined on a calendar year basis, either
solely under the Plan or under an aggregation of the
Plan with all other Defined Contribution Plans
maintained by the Corporate Employer, exceed the
lesser of 25% of his Compensation or $30,000 (or, if
greater, one-fourth of the dollar limitation in
effect under Code sec. 415(b)(1)(A) for the year).
For this purpose, "annual additions" are, for any
year, the sum of (1) contributions to a Defined
Contribution Plan on behalf of a Participant by the
Corporate Employer, including deferrals under Code
sec. 401(k), and (2) employee contributions;
provided, however, that Annual Additions for any
Plan Year beginning before January 1, 1987, shall
not be recomputed to treat all the employee's
contributions as Annual Additions. If the limitation
in this paragraph would otherwise be exceeded,
After-Tax and Before-Tax Contributions will be
returned or paid, and Company Contributions will be
removed from the employee's account and applied to
reduce the subsequent contributions of the Company
under the Plan, to the extent necessary, as
determined by the Plan Administrator.
(b) When annual additions are viewed in conjunction with
an employee's interest in all other Defined Benefit
and Defined Contribution Plans of the Corporate
Employer, the sum of the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction
for any year shall not exceed 1.0. If the limitation
in this paragraph would otherwise be exceeded, the
Plan Administrator shall determine the extent to
which the Participant's benefit under any one or
more of such plans shall be reduced in order to
comply with that limitation in such a manner as to
maximize the aggregate benefits payable to the
Participant.
<PAGE>
(c) From time to time, and at least annually, the level
of participation in the Plan will be reviewed and,
if necessary, the amount of After Tax and Before Tax
Contributions which may be elected in accordance
with Paragraph 1 of Section IV will be adjusted to
assure that the Plan continues to satisfy Internal
Revenue Service guidelines.
8. Qualified Domestic Relations Orders
The Plan will make payment from an account holder's
Regular and/or Before-Tax Account as required by a
qualified domestic relations order, as defined under Sec.
414(p) of the Code. Any amounts awarded to an alternate
payee, prior to the death of the Participant, Former
Participant or Retired Participant pursuant to a domestic
relations order determined by the Plan Administrator to
be qualified shall be distributed within 90 days of such
determination, unless the qualified domestic relations
order specifies that the Alternate Payee shall have an
account in the Plan. No Loan, Withdrawal, or other action
otherwise permissible pursuant to any provision of the
Plan shall be taken which, in the opinion of the Plan
Administrator, may be inconsistent with the provisions of
a qualified domestic relations order.
9. Subsidiaries with No Defined Benefit Pension Plan
For purposes of Sections XVI.2(b)(1), XVI.4(e)(1)(i),
XVI.5(a)(i) and X~/'I.5(e) only, a Participant with at
least 50 years of age and 15 years of service who
voluntarily terminates from a subsidiary that has no
defined benefit pension plan shall be treated the same as
a Participant who retired under Section IV of the
Company's Pension and Retirement Plan.
10. Normal Retirement Age and Years of Participation
Normal retirement age under the Plan is age 65. A
Participant's years of participation will include (1 )
his period of continuous participation in the Plan
immediately prior to January 1, 1976, and (2) any
computation period during which an employee participates
in the Plan and at the same time is compensated with
respect to 1,000 or more hours or, if greater, the period
of his continuous participation after January 1, 1976.
For determining years of participation, an employee will
be treated as being compensated with respect to 190 hours
for each month in which he is compensated with respect to
at least one hour. In the case of a reenrolled
Participant, periods of participation prior to
reenrollment will be recognized only as provided in
Paragraph 6 of Section XVI.
11. Compensation Taken into Account
The maximum amount of annual compensation of a
Participant that shall be taken into account under this
Plan for any year shall not exceed the amount prescribed
in Code Section 401 (a)(17).
12. No Decrease of Accrued Benefit
No amendment to the Plan shall be effective to the extent
it has the effect of decreasing a Participant's accrued
benefit. For purposes of this paragraph, a Plan amendment
which has the effect of decreasing the Participant's
account balance or eliminating an optional form of
benefit, with respect to the benefits attributable to
service before the amendment shall be treated as reducing
an accrued benefit.
13. Definitions
(a) The term "Affiliated Group" means the Controlled
Group, but does not include any foreign subsidiary
or any domestic subsidiary which derives in excess
of 50% of its gross income for a taxable year from
sources without the United States (as defined in
Section 7701(a.)(9) of the Code).
(b) The term "Code" means the Internal Revenue Code of
1986, as amended.
(c) The term "Company" means E. I. du Pont de Nemours
and Company, any wholly owned subsidiary or part
thereof and any joint venture or partnership in
which E. I. du Pont de Nemours and Company has an
ownership interest, provided that such entity ( 1 )
adopts this Plan with the approval of the E. I. du
Pont de Nemours and Company, or such person or
persons as the E. I. du Pont de Nemours and Company
may designate and (2) agrees to make contributions
in respect of any of its employees who become
Participants of the Plan.
(d) The term "Controlled Group" means E. I. du Pont
de Nemours and Company and its controlled group of
corporations within the meaning of Section 1 563(a)
of the Code.
(e) The term "Before-Tax Account" means the account in
which a Participant's Before-Tax Contributions and
earnings thereon are maintained.
(f) The term "employee"
(1) includes all employees of the Company;
(2) includes U.S. citizens on leaves of absence
granted under Section IV. 1 .(g) of the Service
Rules, hired by the Company and subsequently
employed by a foreign or domestic subsidiary of
the Company, who may be treated as employees of
the Company under Section 406 or 407 of the
Code;
(3) includes a non-U.S. citizen on leave of absence
granted under Section IV. l(g) of the Service
Rules, hired by the Company and subsequently
employed by a member of the controlled group;
(4) excludes an individual who is on temporary
assignment with the Company from a foreign
affiliate of the Company with the expectation
that he will return to duties with the foreign
affiliate at the end of a period not exceeding
three years; and
(5) includes an individual who must be treated as
an employee under Section 414(n) of the Cod (a
"Leased Employee"), but only to the extent
required by that Code section and final
regulations thereunder. A Leased Employee shall
be treated as an employee for purposes of
determining Hours of Service for participation
and nonforfeitability of benefits (in the event
the individual becomes an employee without
regard to this paragraph). A Leased Employee
shall be treated as an employee for purposes of
the other requirements set out in Section
414(n)(3) of the Code.
(g) The term "Hour" means each hour for which an
employee is compensated or entitled to compensation
for the performance of duties and includes each such
hour for which back pay, irrespective of mitigation
of damages, has been awarded or agreed to by the
Company. An hour also includes each hour for which
an employee is compensated or entitled to
compensation due to vacation, holiday, illness,
incapacity (including disability), jury duty,
military duty or leave of absence. No more than 501
hours shall be credited hereunder to any employee on
account of any single continuous period during which
no duties are performed unless such period of
compensation is taken into account in determining an
employee's length of continuous service under the
Service Rules. Hours shall be credited to the period
during which the duties are performed or to which
the payment relates and, in the case of a period
where no duties are performed, shall be credited on
the basis of the number of regularly scheduled
working hours during the period. All hours shall be
credited in conformance with Section 2530.200b-2(b)
and (c) of Department of Labor regulations, which is
incorporated herein by reference.
(h) The term "Matched Before-Tax" means Before-Tax
Contributions on which related Company Contributions
are based.
(i) The term "Matched Regular" means After-Tax
Contributions on which related Company Contributions
are based and all After-Tax Contributions deposited
in the Participant's accounts prior to January 1,
1980.
(j) The term "Normal Annual Earnings" means the
employee's regular rate of pay as computed by the
Company on an annual basis without consideration of
occasional or temporary variations from normal
working hours. For purposes of this Plan, "pay"
shall not include (1) allowances in connection with
transfer of employment or termination of employment
and other special payments, or (2) awards, Variable
Pay or payments under a gain sharing program, the
Special Compensation Plan, the Incentive
Compensation Plan, the Stock Option Plan, the former
Dividend Unit Plan, or similar plans of the Company
or any of its affiliated companies.
(k) The term "Plan Year" means October 1 through
September 30.
(l) The term "Regular Account" means the account in
which a Participant's After-Tax Contributions,
Company Contributions, and earnings thereon are
maintained.
<PAGE>
(m) The term "Service Rules" means the Company's
Continuity of Service Rules.
(n) The term "Settlement" means final valuation of an
account holder's accounts in preparation for
distribution of the balance of his accounts.
(o) The term "Unmatched Regular-Tax" means Before-Tax
Contributions on which no related Company
Contributions are based.
(p) The term "Unmatched After-Tax" means After-Tax
Contributions deposited in the Participant's
accounts after December 31, 1979, on which no
related Company Contributions are based.
(q) The term "Corporate Employer" shall mean the
Controlled Group, as modified by Code Section
415(h).
(r) The term "Defined Benefit Plan" shall mean a defined
benefit plan as defined in Code Section 414(j) that
is qualified under the Code.
(s) The term "Defined Benefit Plan Fraction" for any
year shall be a fraction, the numerator of which is
an amount representing the total Projected Annual
Benefit of the employee under all Defined Benefit
Plans of the Corporate Employer, determined as of
the close of the year, and the denominator of which
is the lesser of (i) the product of 1.25 multiplied
by the dollar limitation set forth in Code sec.
415(b)(1)(A) (as adjusted under Code sec. 415(b)(2)
or in accordance with regulations or other official
announcements issued by the Secretary of Treasury),
or (ii) the product of 1.4 multiplied by 100% of the
employee's average Compensation for his high 3
years.
(t) The term "Compensation" shall mean the compensation
of the Participant, as defined in Treasury Reg.
1.415-2(d), from the Corporate Employer for the
year. The annual compensation of each Participant
taken into account for determining all benefits
provided under the Plan for any determination period
shall not exceed $200,000, for Plan Years after
December 31, 1988, and shall not exceed $150,000 for
Plan Years after December 31, 1993, as such limit is
adjusted by the Secretary as provided under Section
415(d) of the Code. If the period for determining
compensation used in calculating an allocation for a
determination period is a short Plan Year (i.e.,
shorter than 12 months), the annual compensation
limit is an amount equal to the otherwise applicable
annual compensation limit multiplied by a fraction,
the numerator of which is the number of months in
the short Plan Year, and the denominator of which is
12.
In determining the compensation of a Participant for
purposes of this limitation, the family aggregation
rules of Section 414 (q)(6) of the Code shall apply,
except that in applying such rules, the term
"family" shall include only the spouse of the
Participant and any lineal descendants of the
Participant who have not attained age 19 before the
close of the year. If, as a result of the
application of such rules, the adjusted limitation
is exceeded, then the limitation shall be prorated
among the affected individuals in proportion to each
such individual's compensation as determined under
this section prior to the application of this
limitation.
(u) The term "Defined Contribution Plan" shall mean a
defined contribution plan as defined in Code Section
414(i) that is qualified under the Code.
(v) The term "Defined Contribution Plan Fraction" for
any year shall mean a fraction, the numerator of
which is the sum of the annual additions to the
employee's account under all Defined Contribution
Plans of the Corporate Employer as of the close of
the year, and the denominator of which is the sum of
the lesser of the following amounts determined for
such year and for each prior year of service with
the Corporate Employer: (i) the product of 1.25
multiplied by the dollar limitation under Code
Section 415(c)(1)(A) for such year (determined
without regard to Code Section 415(c)(6)), or (ii)
the product of 1.4 multiplied by 25% of the
employee's Compensation for such year. In applying
this definition with respect to years beginning
before January I, 1976:
(1) The aggregate amount taken into account in
determining the numerator of the Defined
Contribution Plan Fraction may not exceed the
aggregate amount taken into account in
determining the denominator of the Defined
Contribution Plan Fraction, and
(2) The amount taken into account in determining
the amount of an employee's contributions in
excess of 6 percent of his Compensation for any
year concerned shall be an amount equal to the
excess of the aggregate amount of employee
contributions for all years beginning before
January 1, 1976, during which the employee was
an active Participant in the Defined
Contribution Plans of the Corporate Employer,
over 10 percent of the employee's aggregate
Compensation for all such years, multiplied by
a fraction, the numerator of which is 1 and the
denominator of which is the number of years
beginning before January 1, 1976, during which
the employee was an active Participant in the
Defined Contribution Plan. For such purpose,
employee contributions made on or after October
2, 1973 shall be taken into account only to the
extent that the amount of such contributions
does not exceed the maximum amount of employee
contributions permissible under the Defined
Contribution Plans as in effect on October 2,
1973.
An amount shall be subtracted from the
numerator of the Defined Contribution Plan
Fraction (not exceeding such numerator) as
prescribed by the Secretary of the Treasury so
that the sum of the Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction
computed under Code section 415(e)(1) does not
exceed 1.0 for the Plan year beginning October
1, 1986.
(w) The term "Projected Annual Benefit" shall mean the
benefits which are projected to be paid annually
under all Defined Benefit Plans of the Corporate
Employer to an employee payable as a straight life
annuity commencing at normal retirement age. Such
projection shall be based on the assumptions that:
(1) The employee's compensation for all future
years will equal his Compensation for the year
of computation,
(2) The employee's future participation in the
Defined Benefit Plans of the Corporate Employer
will continue uninterrupted until he has
reached normal retirement age and that he will
earn a full year of service for each full year
he participates in the Defined Benefit Plans of
the Corporate Employer during that period, and
(3) All other relevant factors considered in
computing the benefits will remain constant
with the year of computation.
(x) The term "Transfer" means transfer of Plan assets
between or among the various Plan Funds in
accordance with Section VIII. of the Plan.
(y) The term "Highly Compensated" shall mean those
Participants or employees who are highly compensated
within the meaning of Code section 414(q).
(z) The term "Variable Pay" shall mean the variable
payment under a pay program that relates a portion
of total pay to business objectives such that if
objectives are met, targeted pay levels are reached;
but if objectives are exceeded or are not met, pay
is above or below targeted levels.
(aa) The term "Spouse Beneficiary" shall mean a spouse
who is designated a primary beneficiary of a
Participant or Retired Participant in accordance
with Section XVI.4(d).
(bb) The term "Participant" shall mean an employee of the
Company who is participating in this Plan in
accordance with the terms of the Plan.
(cc) The term "Retired Participant" shall mean such
person who had been a Participant but who retired
under Section IV, XI.A.(I ) or XI.A.(2) of the
Company's Pension and Retirement Plan.
(dd) The term "Former Participant" shall mean an
individual who had been a Participant but who
terminated his service with the Company under
circumstances described in Section XVI.4((h) (i) or
(ii).
(ee) The term "Gain-Sharing Program" shall mean a pay
program that provides additional pay only if
business objectives are exceeded.
(ff) The term "Required Beginning Date" for an individual
born after June30, 1917 shall mean April 1 of the
calendar year following the calendar year in which
he attains age 70 1/2 and for an individual born
before July I, 1917 shall mean April I of the
calendar year following the later of the calendar
year in which he attains age 70 1/2 or the calendar
year in which he retires.
<PAGE>
EXHIBIT 4(b)
SALARY DEFERRAL & SAVINGS RESTORATION
PLAN
Originally Adopted - April 26, 1994
Effective - April 26, 1994
E. I. du Pont de Nemours and Company
<PAGE>
SALARY DEFERRAL & SAVINGS RESTORATION PLAN
I. PURPOSE
The purpose of this Plan is to provide an eligible
employee with the opportunity to defer, until termination of
employment, receipt of salary that, because of compensation
limits imposed by law, is ineligible to be considered in
calculating benefits within the Company's tax-qualified
defined contribution plan(s) and thereby recover benefits lost
because of that restriction.
II. ADMINISTRATION
The administration of this Plan is vested in the Board of
Benefits and Pensions appointed by Company. The Board may
adopt such rules as it may deem necessary for the proper
administration of the Plan, and may appoint such person(s) or
group(s) as may be judged necessary to assist in the
administration of the Plan. The Board's decision in all
matters involving the interpretation and application of this
Plan shall be final. The Board shall have the discretionary
right to determine eligibility for benefits hereunder and to
construe the terms and conditions of this Plan.
III. ELIGIBILITY
An employee of the Company who is participating in the
Company's tax-qualified defined contribution plan(s) and whose
annual base compensation exceeds the amount prescribed in
Internal Revenue Code Section 401(a)(17) shall be eligible to
participate in this Plan (hereinafter "Participant').
For purposes of this Plan, the term "Company" means E.I.
du Pont de Nemours and Company, any wholly-owned subsidiary or
part thereof and any joint venture or partnership in which
E.I. du Pont de Nemours and Company has an ownership interest,
provided that such entity (1) adopts this Plan with the
approval of the E.I. du Pont de Nemours and Company and (2)
agrees to make the necessary financial commitment in respect
of any of its employees who become Participants in this Plan.
Participation in this Plan is entirely voluntary.
IV. PARTICIPANTS' ACCOUNTS
(A) Participant Contributions. A Participant may elect
to defer receipt of a percentage of annual base
compensation in excess of the amount prescribed in
Internal Revenue Code Section 401(a)(17), and have the
dollar equivalent of the de-ferral percentage credited to
a Participant Account under this Plan. The deferral
percentage elected under this Plan shall not exceed that
allowed in the tax-qualified defined contribution plan(s)
of the Company in which (s)he participates. Except as
provided below, such deferral election will be made prior
to the beginning of each calendar year and will be ir-
revocable for that calendar year.
For purposes of a Participant's first year of
participation in this Plan, the compensation deferral
election must be made no later than 30 days prior to the
first day of the month for which compensation is deferred
and will be irrevocable for the remainder of that
calendar year.
(B) Company Contributions. To the extent that a
Participant makes a deferral election under the terms of
subparagraph (A) above, the Company will credit to that
Participant's Account in this Plan an amount equivalent
to the company matching contribution that would be
provided to that Participant under the terms of the
Company's tax-qualified defined contribution plan(s) in
which (s)he is participating.
(C) Earnings Equivalents. Credits for Participant
Contributions and Company Contributions shall be treated
as having been invested in one or more of the investment
options available in the Company's tax-qualified defined
contribution plan(s) in which (s)he is participat-ing.
Additional credit (or debit) amounts will be posted to
the Participant's Account in this Plan based on the
performance of those invest-ment options.
The Participant shall have the right to:
(1) designate which investment options are to be used in
valuing his/her Account under this Plan, subject to
the rules governing investment direction in the
Company's tax-qualified defined contribution plan in
which (s)he is participating; and/or
(2) change the designated investment options used in
valuing his/her Account under this Plan, subject to
the rules governing investment direction and/or
transfers among funds in the Company's tax-qualified
defined contribution plan(s) in which (s)he is par-
ticipating.
(D) Credits to Accounts. Participant Contributions,
Company Contributions and Earnings Equivalents shall be
credited (or debited) to the Participant's Account under
this Plan as unfunded book entries stated as cash
balances, and will not be payable to Participants until
such time as employment with the Company terminates. The
cash balances in Participant Accounts shall be unfunded
general obligations of the Company, and no Participant
shall have any claim to or security interest in any asset
of the Company on account thereof.
V. VESTING
Participant Contributions and Company Contributions and
Earnings Equivalents shall be vested at the time such amounts
are credited to the Participant's Account.
VI. PAYMENT OF BENEFITS
Amounts payable under this Plan shall be delivered
in a cash lump sum as soon as practical after termination of
employment unless the Participant irrevocably elects under
rules prescribed by the Board of Benefits and Pensions to
receive payments in a series of annual installments. All
payments under this Plan shall be made by, and all expenses of
administering this Plan shall be borne by, the Company.
VII. RIGHT TO MODIFY
The Company reserves the right to change or discontinue
this Plan in its discretion by action of the Compensation &
Benefits Committee.
<PAGE>
EXHIBIT 5
DU PONT
August 7, 1995
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Gentlemen/Ladies:
Reference is made to the Registration Statement being
filed by you with the Securities and Exchange Commission,
relating to 11,000,000 shares of E. I. du Pont de Nemours and
Company (hereinafter called "the Company") $0.60 par value
Common Stock ("Common Stock").
It is my opinion that:
(a) the Company is duly organized and existing under
the laws of the State of Delaware; and
(b) all shares of Common Stock so registered are or
will when sold, be legally issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion in
connection with the above-mentioned Registration Statement.
Very truly yours,
/s/ Howard J. Rudge
Howard J. Rudge
Senior Vice President and
General Counsel
HJR/pat
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 16, 1995, which appears on page 38 of the 1994 Annual
Report to Stockholders of E. I. du Pont de Nemours and Company,
which is incorporated by reference in E. I. du Pont de Nemours
and Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania 19103
August 8, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice
President and General Counsel or any Vice President and Assistant
General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, or any Vice President, DuPont Finance,
jointly, in his or her name, place and stead, in any and all
capacities, to execute and file, or cause to be filed, with the
Securities and Exchange Commission, a Registration Statement on
Form S-8 relating to DuPont common stock, $0.60 par value, offered
under the Company's Savings and Investment Plan, any and all
amendments thereto (including post-effective amendments), and all
matters required by the Commission in connection with such
registration under the Securities Act of 1933, as amended, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue hereof.
<PAGE>
/s/ E. S. WOOLARD, JR. May 19, 1995
Director Date
/s/ J. A. KROL May 24, 1995
Director Date
/s/ C. S. NICANDROS May 21, 1995
Director Date
/s/ A. F. BRIMMER May 24, 1995
Director Date
/s/ E. B. DU PONT May 24, 1995
Director Date
/s/ C. M. HARPER May 24, 1995
Director Date
/s/ W. K. REILLY May 24, 1995
Director Date
/s/ H. R. SHARP, III May 24, 1995
Director Date
/s/ C. M. VEST May 24, 1995
Director Date
<PAGE>
DuPont Legal
Wilmington, DE 19898
August 9, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Sir/Madam:
On behalf of E. I. du Pont de Nemours and Company
("DuPont"), I am transmitting a Registration Statement on Form
S-8 for the Savings and Investment Plan and the Salary
Deferral and Savings Restoration Plan of DuPont, covering
11,000,000 shares of common stock and an indeterminate amount
of participation interests, for filing in accordance with the
requirements of the Securities Act of 1933.
DuPont's wire transfer in the amount of $250,581.90
in payment of the filing fee has been transmitted to the SEC's
lockbox.
If you have any questions concerning the
Registration Statement, please call me at (302) 774-5303.
Very truly yours,
/s/ Mary E. Bowler
Mary E. Bowler
Senior Counsel and
Assistant Secretary
