<PAGE>
EXHIBIT 4(b)
THRIFT PLAN FOR EMPLOYEES OF SENTINEL TRANSPORTATION COMPANY
RULES AND REGULATIONS
---------------------
Effective January 1, 1996
<PAGE>
SUMMARY OF CONTENTS
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Chapter 1 PAGE
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<S> <C> <C>
I. PURPOSE I-1
II. DEFINITIONS II-1
III. ELIGIBILITY AND PARTICIPATION III-1
A. Eligibility Requirements
B. Commencement of Participation
C. Participation Non-Mandatory
D. Providing Plan Rules
E. Transfers to Sentinel
F. Termination of Participation
IV. EMPLOYEE PARTICIPATION IV-1
A. Participation by Payroll Deduction
B. Change in Participation
C. Change in Participation for Highly
Compensated Participants
D. Participation by Direct Remittance
E. Temporary Employee--Insufficient Earnings
F. Transfer of Fund to Trustee
G. Internal Revenue Code Limitations
V. COMPANY CONTRIBUTIONS V-1
A. Amount of Company Contributions
B. Additional Company Contributions
C. Transfer of Funds to Trustee
VI. LIMITATION ON ANNUAL ADDITIONS VI-1
VII. INVESTMENT PROVISIONS VII-1
A. Investment Direction
B. Fund Transfer(s)
C. Investment Options
D. Uninvested Funds
E. Trustee Action
F. Trustee - Maintenance of Assets
VIII. CREDITS AND CHARGES TO EMPLOYEE ACCOUNTS VIII-1
A. Allocation of Income and Costs on Investments
IX. SUSPENSION OF DEPOSITS IX-1
A. Involuntary Suspension of Deposits
B. Voluntary Suspension of Deposits
C. Company Contributions During Suspension
</TABLE>
i
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SUMMARY OF CONTENTS (continued)
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Chapter 1 PAGE
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X. WITHDRAWALS X-1
A. Full Withdrawals - Retirement
B. Full Withdrawals - Other Than Retirement
C. Partial Withdrawals
D. Early Distribution Tax Exemption
E. Compliance with Minimum Distribution Rules
F. Waiver of Notice
G. Twenty Percent Withholding
XI. LOANS XI-1
A. Eligibility for a Loan
B. Obtaining Funds for a Loan
C. Maximum Amount of Loan
D. Loan Repayment Period
E. Rate of Interest
F. Frequency of Loans
G. Method of Loan Repayment
H. Exceptions to Normal Method of Repayment
I. Prepayment of Loan Balance
J. Loan Defaults
K. Loan Administrator--Authority/Responsibilities
L. Suspension of Loans
XII. BENEFICIARIES, TERMINATED EMPLOYEES AND ALTERNATE PAYEES XII-1
A. Beneficiary Designation
B. Payment to Beneficiary(s)
C. Payment to Terminated Employees
D. Qualified Domestic Relations Order
E. Sale of Business or Facility
XIII. AFFILIATED COMPANIES XIII-1
A. Affiliated Company Participation
B. Affiliated Company Authority
XIV. ADMINISTRATION XIV-1
A. Trustee
B. Employee Benefit Plans Board
C. Thrift Plan Regulations
D. Recognition of Agency of a Member
E. Thrift Plan Audit
F. Reporting to Plan Members
G. Administrative Liability
H. Administrative Expense
I. Claims by Members
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SUMMARY OF CONTENTS (continued)
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XV. NOTICES AND OTHER COMMUNICATIONS XV-1
A. Plan Communication to Members
B. Member Communications to the Plan
C. Third-Party Communications to the Plan
XVI. NONASSIGNABILITY XVI-1
A. Assignments
B. Trustee Payments to Lenders
XVII. TERMS OF EMPLOYMENT UNAFFECTED XVII-1
XVIII. CONSTRUCTION XVIII-1
XIX. PLAN MODIFICATION AND TERMINATION XIX-1
A. Method of Modification
B. Members' Rights Upon Modification
C. Merger, Transfer or Consolidation of Plan
XX. EFFECTIVE DATE XX-1
A. Board of Directors' Approval
B. Trustee Certification
C. Chapter 2 Members
XXI. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN XXI-1
A. Minimum Vesting
B. Minimum Contributions
C. Effect on Limitation on Annual Additions
D. Definitions
XXII. QUALIFIED DOMESTIC RELATIONS ORDER XXII-1
A. Status of QDRO
B. Distribution of Before Tax Account Funds
XXIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS XXIII-1
A. Rollovers/Transfers to Plan
B. Rollovers From Plan
</TABLE>
Chapter 2
iii
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF SENTINEL TRANSPORTATION COMPANY
------------------------------------------------------------
Sentinel Transportation Company ("Sentinel") became a wholly owned
subsidiary of E. I. du Pont de Nemours and Company in December 1995. Prior to
its incorporation Sentinel was part of Conoco Inc.'s downstream operation
(transportation). As part of Conoco Inc., eligible employee of such operation
participated in the Thrift Plan for Employees of Conoco, Inc.
With the incorporation of Sentinel, Conoco employees dedicated to such
operations were transferred to and became Sentinel employees. Sentinel's Board
of Director adopted, effective January 1, 1996, the Thrift Plan for Sentinel
Transportation Company, to provide the continued participation of such former
Conoco employees and the participation for new employees in a tax qualified
plan.
CHAPTER 1
---------
This chapter shall be applicable to all employees who may participate in the
Plan except those subject to Chapter 2 hereof. Chapter 2 shall be applicable to
all union represented employees covered by a negotiated contract between such
union and Sentinel or any of its affiliates which contract provides for
participation in the Plan except those employees covered by contracts
specifically named in Chapter 2.
I. PURPOSE
-------
The purpose of this Plan is to encourage employees to save systematically a
portion of their current compensation and to assist them to accumulate
additional means for the time of their retirement.
I-1
<PAGE>
II. DEFINITIONS
-----------
Unless the context otherwise requires, the following words as used herein
shall have the following meanings:
A. "Affiliated Company" or "Affiliated Companies" shall mean any
corporation(s) of which E. I. du Pont de Nemours and Company owns,
directly or indirectly, at least 25 percent of the issued and
outstanding stock entitled to vote for the election of directors.
B. "Annual Additions" shall mean the sum for any year of Corporate
Employer contributions, including contributions to a Participant's
Before-Tax Account, and the Participant's Employee Contributions;
provided, however, that Annual Additions for any Plan Year before 1987
shall not be recomputed to treat all Employee Contributions made by
Participants as Annual Additions. Annual additions also shall include
contributions described in Code section 415(l) and contributions for
medical benefits within the meaning of Code section 419A(f)(2).
C. "Basic Deposits" shall mean all deposits made by a Participant to his
Employee Account other than as provided in Article X.C.1.b., not in
excess of the following percentages of the Participant's Compensation
at the time of such deposit:
II-1
<PAGE>
D. "Beneficiary Member" shall mean an entity (including, but not limited
to, individuals, trusts, estates, partnerships, corporations,
unincorporated organizations, and associations) that has been
designated as a beneficiary pursuant to Article XII.A. and for which
the Trustee holds an Employee Account.
E. "Benefit Board" shall mean the Employee Benefit Plans Board created
and appointed as provided in Article XIV.B. hereof.
F. "Board" shall mean the Board of Directors of Sentinel Transportation
Company.
G. "Code" shall mean the Internal Revenue Code of 1986, as amended.
H. "Company Contributions" shall mean all contributions to a
Participant's Employee Account made by Sentinel pursuant to Article V.
of the Plan. As used herein, this term shall not include deposits to a
Participant's Before Tax Account.
I. "Compensation" shall mean the regular compensation paid to a
Participant for services rendered to Sentinel, or which a Participant
has elected to defer pursuant to a cash or deferred arrangement
provided for under Section 401(k) of the Code excluding any bonuses,
commissions, overtime, or special pay, under rules uniformly
applicable to all Participants similarly situated. "Compensation"
shall include amounts which a Participant contributed to a Dependent
Care Spending Account or a Health Care Spending Account sponsored by
Sentinel as authorized by Section 125 of the Code.
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.
J. "Corporate Employer" shall mean an employer as defined in Code Section
414(b) and 414(c), as modified by Section 415(h) of the Code.
K. "Defined Benefit Plan" shall mean any plan qualified under the
Internal Revenue Code which is not a Defined Contribution Plan.
L. The "Defined Benefit Plan Fraction" for any year shall mean a
fraction, the numerator of which is an amount representing the total
Projected Annual Benefit of the Participant under all Defined Benefit
Plans of the Corporate Employer, determined as of the close
II-2
<PAGE>
of the year, and the denominator of which is the lesser of (i) the
product of 1.25 multiplied by $90,000 (or such greater amount as may
be allowable in accordance with regulations, rulings, or other
official announcements issued by the Secretary of Treasury or his
delegate), or (ii) the product of 1.4 multiplied by 100% of the
Participant's average compensation for his high 3 years.
M. "Defined Compensation" shall have the following meaning. Compensation,
for purposes of applying the limitations of section 415, includes the
following: (a) wages, salaries, fees for professional services and
other amounts received (whether or not in cash) for personal services
actually rendered in the course of employment with an employer
maintaining the plan to the extent includible in gross income
(including fringe benefits, reimbursements, and expense allowances);
(b) earned income (with respect to Employees within the meaning of
section 401(c)(1)); (c) foreign earned income (as defined in section
911(b)); (d) amounts described in sections 104(a)(3), 105(a) and
105(h) but only to the extent they are includible in the Employee's
gross income; (e) amounts paid or reimbursed by the employer for
moving expenses incurred by the Employee to the extent that such
amounts are not deductible under section 217; (f) the value of a
nonqualified stock option granted to an Employee by the employer to
the extent the value is includible in the Employee's gross income; and
(g) the amount includible in the Employee's gross income upon making
the election in section 83(b).
Compensation for purposes of section 415 does not include the
following: (a) contributions made by the employer to a deferred
compensation plan which, without regard to section 415, are not
includible in the Employee's gross income for the taxable year in
which contributed; (b) employer contributions made on behalf of the
Employee to a simplified employee pension plan to the extent they are
deductible by the Employee; (c) distributions from a deferred
compensation plan (except from an unfunded nonqualified plan when
includible in gross income); (d) amounts realized from the exercise of
a nonqualified stock option, or when restricted stock (or property)
held by an Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture; (e) amounts realized from
the sale, exchange or other disposition of stock acquired under a
qualified stock option; and (f) other amounts which receive special
tax benefits, such as premium for group term life insurance (to the
extent excludable from gross income) or employer contributions for the
purchase of an annuity contract described in section 403(b) of the
Code.
In determining whether there have been excess aggregate contributions
under Section 401(m) of the Code, "compensation" used in such
determination shall be the same as "defined compensation" described
above.
N. "Defined Contribution Plan" shall mean a plan qualified under the Code
which provides for an individual account for each Participant and for
benefits based solely on the amounts contributed to the Participant's
Account, and any income, expenses, gains, and losses which may be
allocated to such Participant's Employee Account.
O. The "Defined Contribution Plan Fraction" for any year shall mean a
fraction, the numerator of which is the sum of the Annual Additions to
the Participant's Employee Account in 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 Section 415(c)(1)(A) of the Code for
II-3
<PAGE>
such year (determined without regard to Section 415(c)(6) of the
Code), or (ii) the product of 1.4 multiplied by 25% of the Employee's
Defined Compensation for such year. In applying this definition with
respect to years beginning before January 1, 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 a
Participant's Employee Contributions in excess of 6 percent of
his Defined Compensation for any year concerned shall be an
amount equal to:
a. 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 Plan(s) of the Corporate Employer, over 10
percent of the Participant's aggregate Defined 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 the purpose of 2 above, 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 Plan(s) 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 the Defined Contribution Plan
Fraction computed under Code section 415(e)(1) does not exceed 1.0 for
Plan Years after 1985.
P. "DuPont" shall mean E. I. du Pont de Nemours and Company, a Delaware
corporation.
Q. "Employee" shall mean any person in the employ of Sentinel, other than
a person who is receiving a pension, severance pay, retainer,
commission or fee under contract or an individual who must be treated
as an employee of Sentinel for limited purposes under the "leased
employee" provisions of Section 414(n) of the Code.
Any person shall cease to be an Employee, as defined herein, on
termination of service, and shall not again become an Employee for
purposes of this Plan prior to his reemployment date unless he is
rehired prior to incurring a One-Year Break-in-Service.
The term "Employee" shall include an individual who must be treated as
an Employee under section 414(n) of the Code (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
II-4
<PAGE>
purposes of the other requirements set out in section 414(n)(3) of the
Code.
R. "Employee(s) Account(s)" or "Employee's Account" shall mean all
cash and other assets held by the Trustee under the Plan for the
account of a Member.
1. "Regular Account" shall mean all cash and other assets held by
the Trustee which resulted from contributions made to the Plan,
or earnings thereon, other than those in a Member's Before-Tax
Account.
2. "Before-Tax Account" shall mean all cash and other assets held by
the Trustee which resulted from contributions made to the Plan
designated for the Before-Tax Account, or earnings thereon,
pursuant to a cash or deferred arrangement of Section 401(k) of
the Code.
S. "Employee Contributions" shall mean all Basic Deposits made by a
Participant to his Employee Account and all Supplemental Deposits made
by a Participant or a Transferred Member to his Employee Account.
Employee Contributions shall not include Basic Deposits made by a
Participant to his Before Tax Account for purposes of Article II.B.
T. "Employment Date" shall mean the date on which an Employee is first
employed by Sentinel and on which an Employee completes one hour of
service.
U. "Fund Transfer" shall mean an instruction by a Member to the Trustee
to sell, liquidate, or redeem any investment in an Investment Option
Fund in such Member's Employee Account, and transfer the proceeds to
another Investment Option Fund in his Employee Account pursuant to the
terms of the Plan. A Fund Transfer may not be made from an Investment
Option Fund in a Member's Regular Account to an Investment Option Fund
in a Member's Before Tax Account, or vice versa.
V. "Hardship" shall mean a showing by a Participant (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. Immediate and Heavy Financial Need
A Participant may establish the existence of an immediate and
heavy financial need in one of two ways.
1. Facts and Circumstances Need Requirements
A Participant may demonstrate by facts and circumstances the
existence of an immediate and heavy financial need created
by an emergency or extraordinary circumstance.
2. Deemed Need Requirements
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 213(d) of the
Code incurred by the Participant, the Participant's
spouse or any dependents of the Participant.
II-5
<PAGE>
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.
B. Necessity of Hardship Distribution
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.
1. Facts and Circumstances Distribution Requirements
A Participant may demonstrate by all relevant facts and
circumstances that the 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 elective deferrals and
Employee savings under the Thrift Plan; or
d. By other distributions or loans from any plans
maintained within the DuPont controlled group of
companies or from plans maintained by any other
employer or by borrowing from commercial sources on
reasonable commercial terms.
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 any
irrevocable trust or under the Uniform Gifts to Minors Act
shall not, however, be treated as an available resource of
the Participant.
2. Deemed Distribution Requirements
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:
II-6
<PAGE>
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 DuPont
controlled group of companies.
If a Participant elects to have the establishment of
"necessary to satisfy the immediate and heavy financial
need" handled under the deemed standard set forth in
paragraph B.2. above, the following consequences shall, in
all cases, apply:
(1) the Participant will be prohibited from making any
Employee elective deferrals and Employee Contributions
under the Thrift Plan and all other plans, with the
exception of health and welfare benefit plans,
maintained by the DuPont controlled group of companies
for a period of twelve (12) months after receipt of the
hardship distribution; and
(2) the Participant will be prohibited from making elective
deferrals under the Thrift Plan and all other plans
maintained by the DuPont 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 Code for such next taxable year less the amount of
such Participant's elective deferrals for the taxable
year of the hardship distribution.
C. Withdrawable Amount
The amount which may be withdrawn cannot exceed the total of the
Participant's contributions to his Before Tax Account (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. At
the request of the Participant, the amount of an immediate and
heavy financial need may include any amounts necessary to pay any
federal income taxes or penalties reasonably anticipated to
result from the distribution.
W. "Highly Compensated" refers to highly compensated active Employees and
highly compensated former Employees, as defined herein.
1. A highly compensated active Employee includes any Employee who
performs service for the Corporate Employer during the
determination year and who, during the look-back year: (i)
received compensation from the Corporate Employer in excess of
$75,000 (as adjusted pursuant to section 415(d) of the Internal
Revenue Code); (ii) received compensation from the Corporate
Employer in excess of $50,000 (as adjusted pursuant to section
415(d) of the Internal Revenue Code) and was a member of the top-
paid group for such year; or (iii) was an officer of the
Corporate Employer and received compensation during such year
that is greater than 50 percent of the dollar limitation in
effect under section 415(b)(1)(A) of the Internal Revenue Code.
Notwithstanding the above, in any year in which Sentinel
maintains significant business
II-7
<PAGE>
activities in at least two significantly separate geographic
areas, $50,000 may be substituted for $75,000 in (i) above, and
(ii) may be disregarded.
2. The term highly compensated active Employee also includes: (i)
Employees who are both described in the preceding sentence if the
term "determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who received
the most compensation from the Corporate Employer during the
determination year; and (ii) Employees who are 5 percent owners
at any time during the look-back year or determination year.
3. For the purpose of determining who is a Highly Compensated
Employee, the determination year shall be the Plan Year. The
look-back year shall be the 12-month period immediately preceding
the determination year.
4. If an Employee is, during a determination year or look-back year,
a family member of either a 5 percent owner who is an active or
former Employee or a Highly Compensated Employee who is one of
the ten most Highly Compensated Employees ranked on the basis of
compensation paid by the Corporate Employer during such year,
then the family member and the 5 percent owner or top-ten Highly
Compensated Employee shall be aggregated. In such case, the
family member and 5 percent owner or top-ten Highly Compensated
Employee shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum
of such compensation and contributions or benefits of the family
member and 5 percent owner or top-ten Highly Compensated
Employee. For purposes of this section, family member includes
the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal ascendants and
descendants.
5. The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with section 414(q) of
the Internal Revenue Code and the regulations thereunder.
6. A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to
the determination year, performs no service for the Corporate
Employer during the determination year, and was a 5 percent owner
of the Corporate Employer at any time during the year or received
compensation in excess of $50,000 during the year for either the
separation year or any determination year ending on or after the
Employee's 55th birthday.
X. "Hour(s) of Service" shall mean 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 Sentinel. An
hour of service also includes each hour for which an Employee is
compensated or entitled to compensation on account of a period of time
during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), jury duty, military duty
or Sentinel approved leave of absence as well as hours of time
required to be taken into account by reason of Sections 414(b) and
414(c) of the Code. Hours shall be credited to
II-8
<PAGE>
the computation 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 calculated and credited in conformance with Sections 2530.200B-2(b)
and (c) of Department of Labor regulations which are incorporated
herein by reference. For purposes of crediting Hours of Service for
vesting and for eligibility to participate in the Plan, the term
"Employee" shall have the meaning stated in Article II.R. except that
the term "Sentinel" shall mean Sentinel Transportation Company, a
Delaware corporation, and/or any Affiliated Company regardless of
whether said company participates in the Plan, and the term "Employee"
shall include persons who would come within the definition of
"Employee" but for the fact that they are in a class of employees
excluded from participation in the plan.
Y. "Incapacity" shall mean the condition of a Participant's health
whereby he is unable to perform his job function as an Employee, as
determined by the Benefit Board.
Z. "Sentinel" shall mean the Sentinel Transportation Company, a Delaware
corporation and/or any Affiliated Company participating in the Plan as
hereinafter provided in Article XIII.
AA. "Investment Direction" shall mean an instruction by a Participant to
the Trustee to invest future deposits, contributions and income
pursuant to the terms of the Plan.
BB. "Investment Manager" shall mean an investment advisor registered under
the Investment Advisors Act of 1940, a bank (other than the Trustee)
as defined in that Act, or an insurance company qualified to perform
investment management services which shall be designated or appointed
as provided in Article XIV.A.4.
CC. "Limitation on Annual Additions" shall mean the limitation on
contributions to a Participant's Employee Account as provided in
Article VI.
DD. The masculine pronoun shall mean the feminine whenever appropriate.
EE. "Member" shall mean any person for whom the Trustee holds an Employee
Account, including a Participant with a zero Employee Account balance
due to a withdrawal pursuant to Article X.C. who has elected to resume
making Basic Deposits immediately upon the completion of the
suspension imposed by Article X.C.1.b.
FF. "Non-spouse Beneficiary Member" shall mean any person who is
designated a beneficiary in accordance with Article XII. who is not a
Spouse Beneficiary Member as defined in Article II. QQ. and for whom
the Trustee holds an Employee Account.
GG. "One-Year Break-in-Service" shall mean any 12 consecutive month period
commencing upon an:
1. Employment Date, or anniversary thereof, or
2. Reemployment Date, or anniversary thereof, during which an
Employee does not complete 500 Hours of Service.
Notwithstanding anything in this Plan to the contrary, for absences
beginning after December 31, 1984, and upon presentation of proof
satisfactory to the Benefit Board, an Employee who is absent from work
for reasons of the individual's pregnancy, birth or adoption of a
child, or for purposes of caring for the child immediately
II-9
<PAGE>
following its birth or adoption, will be deemed to have completed up
to a maximum of 501 hours of service during the period of 12
consecutive months commencing on the individual's most recent
Employment Date, Reemployment Date, or anniversary thereof (whichever
is applicable), commencing on the first date of such absence, unless
such Employee has already earned more than 500 hours of service during
such period of employment, then such Employee shall receive credit for
up to a maximum of 501 Hours of Service in the subsequent 12-
consecutive-month period for the purpose of preventing a One-Year
Break-in-Service.
HH. "Participant" shall mean an Employee who is eligible for and has
commenced participation in this Plan in accordance with Article III.
of this Plan.
II. "Plan" shall mean this Thrift Plan for Employees of Sentinel
Transportation Company.
JJ. "Plan Year" shall mean a twelve month period commencing on January 1
and ending on December 31.
KK. "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 Date. 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 his Normal Retirement Date and that he will earn a
full year of Creditable 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,
such as provisions of the Defined Benefit Plans of the Corporate
Employer and social security benefit levels, will remain constant
with the year of computation.
LL. "QDRO Member" shall mean an individual for whom the Trustee holds an
Employee Account pursuant to a Qualified Domestic Relations Order.
MM. "Reemployment Date" shall mean the date following five One-Year Breaks
in Service on which a previously employed person is reemployed and
completes an Hour of Service.
NN. "Retired Member" shall mean a former Participant who has taken normal,
early or incapacity retirement under the Retirement Plan and for whom
the Trustee holds an Employee Account.
OO. "Retirement Plan" shall mean The Retirement Plan of Sentinel
Transportation Company, which became effective January 1, 1996, as
from time to time amended, or the Employees' Retirement Plan of
Conoco, which became effective July 1, 1947, as from time to time
amended.
PP. "Rollover Member" shall mean an Employee, who is not a Participant
from whom the Trustee has accepted a rollover or trust-to-trust
transfer of assets from a qualified plan or an individual retirement
account in accordance with the provisions of Article XXIII. of this
Plan.
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<PAGE>
QQ. "Spouse Beneficiary Member" shall mean the spouse of a Participant or
Retired Member at the time of such Participant's or Retired Member's
death, who, in accordance with Article XII.A., is the designated
beneficiary of such Participant or a Retired Member and for whom the
Trustee holds an Employee Account.
RR. "Supplemental Deposits" shall mean all deposits to a Member's Employee
Account in excess of Basic Deposits and Company Contributions.
Supplemental Deposits may not exceed the sum of:
1. 16 percent of his compensation earned after December 31, 1975,
for all years since he became a Participant in the Plan; less
2. the amount of Basic Deposits during such period which have not
been withdrawn from his Employee Account.
Only a Participant or a Transferred Member may make Supplemental
Deposits.
SS. "Terminated Member" shall mean a former Participant, who has
terminated his employment with Sentinel at a time when he was not
eligible for normal, early or incapacity retirement under the
Retirement Plan, for whom the Trustee holds an Employee Account.
TT. "Transferred Member" shall mean a former Participant, who has been
transferred from Sentinel, at the request or with the consent of
Sentinel, to a nonparticipating Affiliated Company and who has left
his Employee Account in the Plan.
UU. "Trustee" shall mean the Trustee under the Plan hereinafter named in
Article XIV.A. or any successor to said Trustee.
VV. "Vesting (vested)" shall mean the nonforfeitable right of a
Participant in the Plan to his total Regular Account, which shall be
acquired only on the earlier of:
1. Five years of participation since the most recent date of
enrollment in the plan, a year of participation being defined as:
Twelve consecutive months during which a non-vested Participant
maintains a positive account balance or makes at least one
monthly contribution, except that the fifth year of participation
under this Article II.VV.1.b. shall be deemed a year of
participation upon the first day of the fifth month of the 12
month period; or
2. A total of ten cumulative years of service or, on or after
October 1, 1988, a total of five cumulative years of service,
including for any Participant whose Employment Date is January 1,
1993, or later, a total of five cumulative years of service that
includes four years of participation in the Plan, any such year
commencing upon an:
a. Employment Date, and anniversary date thereof; or
b. Reemployment Date, and anniversary date thereof,
during which an Employee completes 1,000 or more hours of
service, provided that any period before termination of
employment if there was also a complete withdrawal from the Plan
which occurred prior to January 1, 1976, shall not count for
vesting purposes, and further provided that service
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<PAGE>
subsequent to five consecutive One-Year Breaks-in-Service shall
not count toward vesting a Participant's Employee Account which
accumulated prior to such five One-Year Breaks-in-Service, or
3. Attaining the age of 65, which is the Normal Retirement Age under
this Plan.
A Member shall be vested in his Before-Tax Account and in that
portion of his Regular Account derived from his Employee
Contributions at all times. The portion of a Member's Regular
Account derived from his Employee contributions is his Basic
Deposits and Supplemental Deposits and all income, expenses,
gains and losses attributable thereto.
If a Member is Vested when he ceases to be an Employee, he shall be
Vested upon becoming an Employee again thereafter. If a Member is not
Vested when he ceases to be an Employee, and he becomes an Employee
again thereafter, his prebreak service shall be disregarded in
determining the Vesting of his post-break accrued benefit only if the
number of consecutive One-Year Breaks in Service equals or exceeds the
greater of five or the aggregate number of the Member's years of
service prior to the break in service.
WW. "Year" shall mean the twelve month period commencing January 1 and
ending the following December 31.
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<PAGE>
III. ELIGIBILITY AND PARTICIPATION
-----------------------------
A. Eligibility Requirements
1. Each and every Employee participating in the Thrift Plan for
Employees of Conoco Inc. on December 31, 1995 shall continue to
participate under the terms of the Plan as adopted except as
hereinafter otherwise provided, eligibility for participation in
the Plan shall be open to:
2. any full time, regular Employee whose Employment Date or
Reemployment Date is earlier than January 1, 1993, who became a
member of the Retirement Plan before January 1, 1993 and
continues to maintain membership therein;
3. any regular, full time Employee who has completed at least one
year of continuous service or who was eligible to participate in
a qualified profit-sharing plan of an Affiliated Company from
which he was transferred;
4. any Employee who has completed a period of 12 consecutive months
commencing on the Employee's Employment or Re-Employment Date,
whichever is applicable, or a succeeding anniversary of such
date, during which he completes 1,000 or more Hours of Service;
and,
5. any Employee, including a Member who is rehired and again becomes
an Employee, who previously met the requirements of either
paragraph 1., 2. or 3. of this Article III.A.
For the purpose of Article III.A.2. only, "continuous service" is the
period of time that has elapsed since the Employee's original
Employment Date or Reemployment Date since his last termination of
employment with Sentinel.
For purposes of this Article III.A. only, on and after January 1,
1993, a Participant will be treated as having completed 190 hours of
service for each month in which he completes at least one hour of
service.
B. Commencement of Participation
1. An Employee may commence his participation on the first day of
the calendar month in which he becomes eligible, provided he
files with the Benefit Board or its delegee a notice of his
election to become a Participant of the Plan, such notice to be
in the manner prescribed by the Benefit Board, or in the event an
eligible Employee does not elect to participate when first
eligible, he may thereafter commence participation as of the
first day of the calendar month following the date he files with
the Benefit Board or its delegee a notice of his election to
become a Participant in the Plan, provided, however, that no
Employee who is on a Sentinel approved leave of absence or is
otherwise absent from work on the date he becomes eligible may
become a Participant in the Plan until the day of his return from
such absence. Commencement of participation in the Plan by an
eligible Employee shall be accomplished by his election to make
deposits as hereinafter provided.
2. Notwithstanding the effective date of participation set forth in
Article III.B.1. above, an Employee who is transferred to
Sentinel on and after January 1, 1996, from an Affiliated Company
or from a corporation that has adopted a profit
III-1
<PAGE>
sharing plan administered by an Affiliated Company and who was a
participant in the profit sharing plan thereof, may become a
Participant in the Plan on the date he is employed by Sentinel
provided he has filed with the Benefit Board or its delegee a
notice of his election to become a Participant in the Plan. In
the event an eligible Employee has not filed the required notice
with the Benefit Board or elects not to participate when first
eligible, he may thereafter commence participation as of the
first day of the calendar month following the date he files with
the Benefit Board or its delegee a notice of his election to
become a Participant in the Plan.
C. Participation in the Plan by an Employee shall be voluntary.
D. Each Employee at the time of becoming a Participant in the Plan or
within a reasonable period thereafter shall be given a copy of the
Summary Plan Description, describing the Plan, as effective at that
time.
E. Transfers to Sentinel
1. An employee of a nonparticipating Affiliated Company or of a
corporation that has adopted a profit sharing plan administered
by a nonparticipating Affiliated Company, who is transferred at
the request of such Affiliated Company or corporation and Conoco
to the employ of Sentinel, may participate in this Plan provided
such Employee has satisfied the requirement of Article III. A.2.,
3., or 4. The years of participation by an Employee in the
profit sharing plan of such nonparticipating Affiliated Company
or corporation, if any, shall be included in determining an
Employee's years of participation in this Plan. The years of
service of an employee in a nonparticipating Affiliated Company
or corporation profit sharing plan which would have been counted
as years of service under this Plan had the Employee been a
member of this Plan, shall be included in determining the
Employee's years of service under this Plan.
2. Any Employee, who becomes a Participant in the Plan and who is or
has been transferred to Sentinel from an Affiliated Company or a
corporation which has adopted a profit sharing plan administered
by an Affiliated Company and has an Employee Account in the
profit-sharing plan of said Affiliated Company or corporation,
may request the Trustee, in the manner prescribed by the Benefit
Board, to accept the transfer of his entire Employee Account, if
any, from such other plan into his Employee Account in this Plan.
Any transfer of an Employee Account to this Plan must be
requested prior to the Participant's subsequent transfer of
employment from Sentinel. The Benefit Board shall determine
whether the transfer of an Employee Account to this Plan shall be
in cash or in kind on the basis of uniform rules applicable to
all Participants on the same basis. The amount in Employee
Accounts so transferred, shall be categorized as being in a
Regular or Before Tax Account as defined in this Plan and the
amounts within such Employee Accounts shall be categorized as
Basic Deposits, Supplemental Deposits, Company Contributions, and
Earnings. Basic Deposits transferred to an Employee Account from
other plans shall not be entitled to matching Company
Contributions.
3. For the purpose of a suspension due to a withdrawal under this
Plan, a withdrawal by a Participant of any part of an Employee
Account from a profit sharing plan of an Affiliated
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<PAGE>
Company or from the plan of a corporation that has adopted a
profit sharing plan administered by an Affiliated Company shall
have the same effect as if the Participant had made a withdrawal
from this Plan.
F. Termination of Participation
1. A Participant shall cease being a Participant in this Plan at any
time that he ceases being an Employee or takes a full withdrawal
pursuant to Article X.B. or X.C. and elects not to resume Basic
Contributions immediately upon the end of the suspension imposed
under Article X.C.1.b.
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<PAGE>
IV. EMPLOYEE PARTICIPATION
-----------------------
A. Participation by Payroll Deduction
To participate in the Plan, an Employee shall designate as a payroll
deduction a percent of his monthly Compensation, in 1 percent
increments, to be deposited in his Employee Account. The first 6
percent of the amount so designated will be deemed to be Basic
Deposits, unless such Participant has a suspension of Basic Deposits.
The Participant may elect to have up to 15 percent of his monthly
Compensation, but not more than $7,000 per year deferred pursuant to a
cash or deferred arrangement under Section 401(k) of the Code (the
$7,000 shall be adjusted to reflect increases in the cost of living in
accordance with Section 415(d) of the Code). The amount so designated
will be deposited by Sentinel to the Participant's Before Tax Account.
Deposits in excess of that designated to the Before Tax Account shall
be deposited to a Participant's Regular Account. The total amount
which may be designated for deposit to a Participant's Employee
Account shall be in accordance with Article II.RR.
B. Change in Participation
The payroll deduction deposit percentage designated by the Participant
shall continue in effect, notwithstanding any change in his
compensation, until he shall change that percentage. A Participant may
change such percentage at any time to be effective the first of the
next succeeding calendar month. Such changes shall be by direction to
the record keeper designated by Sentinel in the form prescribed by the
Benefit Board.
C. Change in Participation for Highly Compensated Participants
1. The Benefit Board shall determine at the beginning of each month
whether the Before Tax and Regular Account contributions elected
by Highly Compensated Participants ("elected percentage") will,
based on projections to the end of the Plan Year, cause the plan
not to comply with the limitations on contributions imposed by
sections 401(k) and 401(m) of the Code. Such projections will be
made by assuming constant future compensation and constant future
elected contribution percentages. If the projections indicate
that adjustments are necessary to avoid exceeding the
limitations, the Benefit Board shall take the following actions.
a. The Benefit Board will determine the maximum percentages of
Before Tax and Regular Account contributions respectively
that can be made by Highly Compensated Participants for the
following month without causing the Plan, on a projected
basis, to exceed such limitations ("Allowable Percentages").
Reductions in the Allowable Percentages, if any, determined
for this purpose will be made in one percent increments and
will be applied uniformly to all Highly Compensated
Participants.
b. The Benefit Board will reduce the percentages of Before Tax
and Regular Account contributions of each Highly Compensated
Participant to the Allowable Percentages in accordance with
the following rules:
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<PAGE>
(1) If the elected percentage designated by the Highly
Compensated Participant for the Before Tax Account
exceeds the Allowable Percentage for Before Tax
contributions, and if the Participant so elects, the
Benefit Board will change the elected percentage in
excess of that allowable to a Regular Account
contribution or, if the Participant does not so elect,
pay the excess to him.
(2) If the elected percentage designated by the Highly
Compensated Participant for the Regular Account exceeds
the Allowable Percentage for Regular Account
contributions and if the Participant has so elected,
the Benefit Board will change the elected percentage in
excess of that allowable to a Before Tax Account
contribution, or if the Participant does not so elect,
pay the excess to him.
(3) To the extent a Before Tax contribution election cannot
be changed to a Regular Account contribution or vice
versa without causing a projected violation of the
limitations on contributions imposed by sections 401(k)
and 401(m) of the Code, the excess shall be paid to the
Participant.
2. If it is determined after the close of a Plan Year that
participation by Highly Compensated Participants has
exceeded the discrimination standards of Code sections
401(k) ("Excess Contributions") or 401(m) ("Excess Aggregate
Contributions"), the amount of the Excess Contributions or
the Excess Aggregate Contributions shall be refunded to the
Highly Compensated Participants in accordance with the
following rules.
a. Determination of the amount of Excess Contributions for
a Highly Compensated Participant shall be made in the
following manner. First the actual deferral ratio
("ADR") of the Highly Compensated Participant with the
highest ADR will be reduced to the extent necessary to
satisfy the actual deferral percentage ("ADP") test or
cause such ratio to equal the ADR of the Highly
Compensated Participant with the next highest ratio.
Second, this process shall be repeated until the ADP
test is satisfied. The amount of Excess Contributions
for a Highly Compensated Participant will be equal to
the total of elective contributions taken into account
for the ADP test minus the product of the employee's
reduced ADR as determined above and the employee's
compensation.
b. Determination of the amount of Excess Aggregate
Contributions for a Highly Compensated Participant
shall be determined in the same manner as described in
paragraph a. above ("Leveling") but substituting
"actual contribution ratio" for "actual deferral ratio"
and substituting "actual contribution percentage
IV-2
<PAGE>
(ACP) test" for "actual deferral percentage (ADP) test"
and "ACP" for "ADP".
c. If a Highly Compensated Participant's ADR or actual
contribution ratio was determined under the family
aggregation rules, the Highly Compensated Participant's
ADR or actual contribution ratio is to be determined
using the same Leveling method described in paragraphs
a. and b. The resulting Excess Aggregate Contributions
are allocated among the family members in proportion to
the employee and matching contributions of each family
member that is combined to determine the actual
contribution ratio, and the resulting Excess
Contributions are allocated among the family members in
proportion to the contributions of each family member
that have been combined.
d. The amount of Excess Contributions to be distributed
shall be reduced by deferrals in excess of Code section
402(g) limits ("Excess Deferrals") previously
distributed for the taxable year ending in the same
Plan Year, and Excess Deferrals to be distributed for a
taxable year will be reduced by Excess Contributions
previously distributed for the plan beginning in such
taxable year.
e. Distribution (or forfeiture, if applicable) of Excess
Aggregate Contributions or of Excess Contributions will
include the income allocable thereto. The income
allocable to the Excess Aggregate Contributions or
Excess Contributions includes income for the Plan Year
for which the Excess Aggregate Contributions or Excess
Contributions were made but does not include income for
the period between the end of the Plan Year and the
date of distribution (or forfeiture).
f. If a distribution of Excess Aggregate Contributions or
Excess Contributions results in a distribution of Basic
Deposits, the matching Company Contributions which
relate to such Basic Deposits must be distributed or
forfeited, as applicable.
g. A distribution of Excess Aggregate Contributions or
Excess Contributions shall be made within 2 1/2 months
of the end of the Plan Year in which they were made.
3. In lieu of a distribution of Excess Contributions as
described above in paragraph 2, a Highly Compensated
Participant may elect to have such Excess Contributions
recharacterized as Employee Contributions in accordance with
the following rules.
a. The amount of Excess Aggregate Contributions for such
Participant shall be determined only after first
determining the Excess Contributions that
IV-3
<PAGE>
are treated as employee contributions due to
recharacterization.
b. Recharacterized Excess Contributions remain subject to
the nonforfeitability requirements and to the
restrictions on distributions that apply to Before Tax
contributions.
c. The amount to be recharacterized is offset by any
amounts previously distributed as Excess Deferrals.
d. Recharacterization shall take place within 2 1/2 months
of the end of the Plan Year to which the
recharacterization relates. Recharacterization will be
deemed to occur on the date on which the last affected
Highly Compensated Participant is notified of the
recharacterization and the tax consequences of such
recharacterization.
4. If one or more Highly Compensated Employees is a Participant
in both the portion of this Plan subject to the ACP test and
that which is subject to the ADP test, then the tests shall
be applied in such a way as to avoid multiple use of the
alternative limitation, in accordance with Treasury
regulations 1.401(m)-2 and section 401(m)(9) of the Code.
If there is an impermissible multiple use of the alternative
limitation, the Benefit Board shall reduce either the ACP,
treating the reduction as an excess aggregate contribution,
or the ADP, treating the reduction as an excess
contribution. Such reduction shall be applied to all
eligible Highly Compensated Employees.
D. Participation by Direct Remittance
1. In addition to payroll deduction, Basic and Supplemental Deposits
may be made to a Participant's Regular Account in accordance with
the provisions of Articles IV.E., IX.A.3., X.B.2.d.(2) and
X.C.1.c. (relative to temporary Employees; employees on military,
governmental, or disability leave; and nonvested redeposits).
2. In the event a Participant is eligible to receive a refund
pursuant to Article IV.C.2., such Participant may authorize that
amounts, which were to be received, shall be deposited in his
Regular Account.
3. Supplemental Deposits to a Participant's Regular Account may be
made by cash payment direct to the Trustee in accordance with
regulations prescribed by the Benefit Board.
E. Temporary Employees--Insufficient Earnings
Participants who are temporary Employees may make Basic and
Supplemental Deposits to their Regular Accounts by direct cash payment
to the Trustee if their earnings in the month of deduction are not
sufficient to make such deposits by payroll deduction. Any month in
which the Participant elects not to make such deposit will be
considered a month of voluntary suspension in accordance with Article
IX.B.
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<PAGE>
F. Transfer of Funds to Trustee
The amount of payroll deductions and cash payments so made shall be
transferred monthly by Sentinel to the Trustee, and the Trustee shall
hold the same for the respective Participants' Employee Accounts,
subject to the provisions of the Plan.
G. Internal Revenue Code Limitations
Notwithstanding anything else to the contrary in this Article IV.
(Employee Participation), or in Article V. (Sentinel Contributions),
Article VI. (Limitation on Annual Additions), or elsewhere in the
Plan, contributions to this Plan and benefits under this Plan shall be
limited as required by Sections 415, 401(k), and 401(m) of the Code
and final Treasury regulations thereunder.
No Participant shall be permitted to have Elective Deferrals made
under this Plan, or any other qualified plan maintained by the
Corporate Employer, during any taxable year, in excess of the dollar
limitation contained in section 402(g) of the Code in effect at the
beginning of such taxable year.
A Participant may assign to this Plan any Excess Elective Deferrals
made during a taxable year of the Participant by notifying the Plan
Administrator on or before the date specified by the Plan
Administrator of the amount of the Excess Elective Deferrals to be
assigned to the Plan. A Participant is deemed to notify the Plan
Administrator of any Excess Elective Deferrals that arise by taking
into account only those Elective Deferrals made to this Plan.
Notwithstanding any other provision of the Plan, Excess Elective
Deferrals, plus any income and minus any loss allocable thereto, shall
be distributed no later than April 15 to any Participant to whose
account Excess Elective Deferrals were assigned for the preceding year
and who claims Excess Elective Deferrals for such taxable year.
"Elective Deferrals" shall mean any employer contributions made to the
Plan at the election of the Participant, in lieu of cash compensation,
and shall include contributions made pursuant to a salary reduction
agreement or other deferral mechanism. With respect to any taxable
year, a Participant's Elective Deferral is the sum of all employer
contributions made on behalf of such Participant pursuant to an
election to defer under any qualified CODA as described in section
401(k) of the Code, any simplified employee pension cash or deferred
arrangement as described in section 402(h)(1)(B), any eligible
deferred compensation plan under section 457, any plan as described
under section 501(c)(18), and any employer contributions made on the
behalf of a Participant for the purchase of an annuity contract under
section 403(b) pursuant to a salary reduction agreement. Elective
Deferrals shall not include any deferrals properly distributed as
excess annual additions.
"Excess Elective Deferrals" shall mean those Elective Deferrals that
are includible in a Participant's gross income under section 402(g) of
the Code to the extent such Participant's Elective Deferrals for a
taxable year exceed the dollar limitation under such Code section.
Excess Elective Deferrals shall be treated as annual additions under
the Plan, unless such amounts are
IV-5
<PAGE>
distributed no later than the first April 15 following the close of
the Participant's taxable year.
Determination of income or loss: Excess Elective Deferrals
shall be adjusted for any income or loss up to the date of
distribution.
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<PAGE>
V. SENTINEL CONTRIBUTIONS
----------------------
A. Amount of Company Contributions
Sentinel shall contribute out of its accumulated earnings and profits
to a Participant's Regular Account an amount equal to 100 percent of
each Participant's Basic Deposits, except as hereinafter provided in
Article VI. Such contributions shall be paid to the Trustee at least
monthly.
B. Additional Sentinel Contributions
This is a profit sharing plan. Sentinel may from time to time
voluntarily make additional contributions out of its accumulated
earnings and profits subject to the following provisions, conditions,
and limitations:
1. No such additional contribution shall be made unless the same is
specifically authorized by the Board within two months of the
date on which such additional contribution is to be made.
2. No such additional contribution shall be applicable to the
employees of any Affiliated Company participating in the Plan
unless such applicability to such employees is authorized by the
board of directors of such Affiliated Company.
3. The aggregate amount of any such additional contribution made in
any one calendar year shall not exceed 2 percent of the
consolidated net income of Sentinel and its consolidated
subsidiaries for the last preceding calendar year.
4. Each such additional contribution shall be paid to the Trustee
and shall thereupon be distributed by the Trustee among the
Employee Accounts of all Plan Participants to whom such
additional contribution is applicable in proportion to the
respective Basic Deposits which such Participants deposited in
their Employee Accounts pursuant to the provisions of Article IV.
during the six calendar months immediately preceding the month in
which such additional contribution is authorized by the Board.
C. Transfer of Funds to Trustee
The Trustee shall hold Sentinel 's contributions for Participants in
their respective Employee Accounts, subject to the provisions of the
Plan; and no part of those contributions shall be recoverable by
Sentinel, nor shall they (except as hereinafter provided in Articles
VI.A.2., VIII.A.2., VIII.A.3., VIII.A.4., VIII.A.5., X.B.2.f., X.B.5.,
and X.C.1.c(1)) be used for or diverted to any other purpose.
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<PAGE>
VI. LIMITATION ON ANNUAL ADDITIONS
------------------------------
A. Anything to the contrary notwithstanding:
1. The maximum Annual Additions deposited to a Participant's
Employee Account in any year either solely under the Plan or
under an aggregation of the Plan with all other Defined
Contribution Plans of the Corporate Employer may not exceed the
lesser of $30,000 (or such greater amount as may be allowable in
accordance with regulations, rulings or other official
announcements issued by the Secretary of the Treasury or his
delegate) or 25% of the Employee's Defined Compensation for the
year; nor,
2. When the Annual Additions are viewed in conjunction with a
Participant's interest in all other Defined Benefit and Defined
Contribution Plans of the Corporate Employer, including any
interest of the Participant that has been assigned to an
alternate payee pursuant to a Qualified Domestic Relations Order,
the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction for any year shall not exceed 1.0.
Sections 235(b)(3) and (4) of the Tax Equity and Fiscal
Responsibility Act of 1982 shall be applied when computing the
limitation under this Article VI.A.2. If the limitation in
Article VI.A.1. would be exceeded but for the language set out in
this Article, the Annual Additions deposited under the Plan must
be reduced and, or a Participant's Employee Deposits returned
and, Corporate Employer Contributions removed from the
Participant's Employee Account and applied to reduce the
subsequent contribution of Sentinel under the Plan, to the extent
necessary, as determined by the Benefit Board. If the limitation
in Article VI.A.2. would be exceeded but for the language set out
in this Article, the benefits under the Defined Benefit Plans of
the Corporate Employer shall be reduced to the extent necessary
to avoid exceeding the limitation.
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<PAGE>
VII. INVESTMENT PROVISIONS
---------------------
A. Investment Direction
A Participant in the Plan shall instruct the Trustee in the form
prescribed by the Benefit Board as to the Investment Direction for
future deposits, contributions and income to his Employee Account,
except that dividends on DuPont stock payable to a Participant's
Employee Account on and after January 1, 1993, shall be invested in
DuPont stock for the Participant's Employee Account if, on the date
the dividend is payable into the Participant's Employee Account, any
portion of the Participant's Employee Account is invested in DuPont
stock.
1. Such direction shall be to invest in any one or more of the Plan
Investment Options pursuant to Article VII. C., in multiples of 1
percent totaling 100 percent for the Participant's Regular
Account and for the Participant's Before Tax Account, separately.
2. Each Investment Direction shall be deemed a continuing direction
unless changed by the Participant.
3. A Participant may change his Investment Direction in the manner
prescribed by the Benefit Board.
B. Fund Transfer(s)
Any Plan Member, except a Non-Spouse Beneficiary, may instruct the
Trustee in the manner prescribed by the Benefit Board to sell, redeem,
or liquidate any investments in his Employee Account and to transfer
the proceeds to another Investment Option. Such Fund Transfers shall
specify the number of units or shares of stock in an Investment Option
Fund, as provided for in Article VII.C, within the Member's Regular or
Before Tax Account that is to be transferred to another Investment
Option Fund within the same Account. Such transfer shall be made only
in the Account from which the proceeds originated. A Member may not
transfer proceeds from his Regular Account to his Before Tax Account
or vice-versa.
C. Investment Option Funds
The Trustee shall provide for the following Investment Option Funds
for Plan Members.
1. Option A: DuPont Stock Fund
The purchase of shares of DuPont common stock. Such purchases may
be made in the open market or from DuPont if it shall have made
treasury or authorized but unissued shares available for such
purchases, in which event 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 DuPont.
2. Option B: Fixed Income Fund
The purchase of units of participation in the Fixed Income Fund.
The term "Fixed Income" or "Fixed Income Fund" shall mean an
account established by agreement between the Trustee and one or
more insurance companies or other financial institutions as may
from time to time be designated by the
VII-1
<PAGE>
Benefit Board or, if not so designated, as selected by the
Trustee in its discretion. The agreement shall provide for the
payment of interest at a predetermined rate by such insurance
company or other financial institution on all deposits made to
the Fixed Income Fund. Short-term obligations of the United
States Government, commercial paper or other investments of a
short-term nature may be purchased and held pending the deposit
of funds which such insurance company or other financial
institution. All deposits to the Fixed Income Fund shall be
expressed as units of participation in the Fixed Income Fund,
which shall consist of all deposits to the Fixed Income Fund and
all interest credited or accrued to such deposits pursuant to the
agreement. No Member shall have any ownership in any particular
asset in the Fixed Income Fund. The Fixed Income Fund shall be
operated in accordance with the provisions established by the
Benefit Board, which shall be equally applicable to all Members;
provided, however, that the requirements set forth in any Fixed
Income Fund agreement for use under the Plan shall be obligatory
and binding upon all concerned with the same force and effect as
though such requirements were set forth at length in and
constituted part of this Plan.
3. Option C: Mutual Funds
The purchase of shares in one or more mutual funds
contained in a family of mutual funds designated by the Trustee
with the advice and consent of the Benefit Board, as directed by
Members.
4. Option D: Three Way Asset Allocation Fund
The purchase of units in a three way asset allocation fund
consisting of a portfolio diversified among the stock, bond and
cash sectors of the securities market place. Assets invested
pursuant to this Option D. shall be transferred among these
sectors in a manner and to such extent as the Trustee or
designated Investment Manager shall elect.
5. Option E: Loan Account Fund
The unpaid principal of a loan granted in accordance with Article
XI. of the Plan. This option shall be designated the Loan Account
Fund.
D. Uninvested Funds
Any funds in the hands of the Trustee at any time on and after January
1, 1996, not invested pursuant to Fund Transfers or Investment
Directions of the Member as above provided, shall be held by the
Trustee in the Fixed Income Fund.
E. Trustee Action
The Trustee will comply with Investment Directions and Fund Transfers
of a Member as soon as practicable after receipt thereof.
In the event an Investment Option, or any mutual fund designated under
Option C. is discontinued under the Plan, notice to such effect shall
be given to all Members and such Members shall be given the
opportunity to issue a new Investment Direction affecting future
deposits and income subject to such discontinued Option or fund and a
Fund Transfer directing the sale of units or shares in
VII-2
<PAGE>
the discontinued Option or fund and the transfer of such proceeds to
any other Option or fund provided pursuant to Article VII.C. Such
notice shall also provide that the failure of a Member to issue a new
Investment Direction or a Fund Transfer shall be deemed to be an
Investment Direction or a Fund Transfer specifying investment in an
Option or fund as specified in the notice.
If a Member fails to issue a new Investment Direction or a Fund
Transfer with respect to future deposits and income or units or shares
invested in or directed to be invested in a discontinued Option or
fund, the Trustee shall sell such units or shares and invest the
proceeds and any future deposits and income as specified in the notice
provided to all Members.
The Trustee may, in accordance with regulations to be prescribed by
the Benefit Board, for the purpose of reducing brokerage commissions
and other expenses, defer the execution of instructions to purchase or
sell securities pursuant to Option A. until the Trustee has
accumulated instructions to purchase or sell the quantities prescribed
in such regulations. The Trustee in its discretion, may limit the
daily volume of its purchases or sales of DuPont stock to the extent
that such action is deemed by the Trustee to be in the best interest
of the Members from whom it has received instructions for such
purchases or sales.
F. Trustee--Maintenance of Plan Assets
All cash and securities in Employee Accounts shall, until disposed of
pursuant to the provisions of the Plan, be held in the possession of
the Trustee or its designated agent. Transferable securities may be
registered in the name of the Trustee or in the name of its nominee.
Nontransferable government bonds shall be issued in such name or names
as the Trustee may elect, subject to any applicable laws or
regulations at the time in effect with respect thereto. In the sole
discretion of the Trustee, investments in a particular security issue
made at the instruction of more than one Member may be represented by
a single bond or a single stock certificate, as the case may be.
1. Shares of stock of DuPont included in the Employee Account of a
Member as of the record date shall be voted or caused to be voted
at meetings of the stockholders of the Company or any adjournment
thereof in accordance with written instructions given by such
Member to the Trustee in such form as prescribed by the Benefit
Board. The Trustee shall not have the voting rights with respect
to any shares of stock of DuPont held in trust pursuant to the
terms of the Plan for which voting instructions for a particular
stockholder's meeting are not received.
2. In the event of any distribution to all stockholders of DuPont
of any rights to purchase any securities, such rights pertaining
to the shares of stock held under the Plan shall be dealt with
and disposed of by the Trustee in accordance with the following
provisions, conditions, and limitations:
a. The Trustee shall notify each Member whose Employee Account
includes shares of DuPont stock to which the purchase rights
pertain concerning the distribution of such rights. Such
notice shall specify a period of time (as prescribed by the
Benefit Board) within which the Member may elect that such
rights pertaining to
VII-3
<PAGE>
any share of stock held in his Employee Account should be
allowed to expire by its own terms.
b. If the Member elects that such purchase rights should be
allowed to expire, he shall notify the Trustee to that
effect within such period of time and in such form and
manner and subject to such other regulations as the Benefit
Board may prescribe.
c. After the expiration of the period of time prescribed as
aforesaid, the Trustee shall endeavor to sell all of the
purchase rights with regard to which the said Trustee did
not receive an instruction from the Member to which such
rights were applicable.
The total net proceeds realized from such sales shall be
credited pro rata to the Employee Accounts of the Members
entitled thereto (i.e., in proportion to the number of such
purchase rights pertaining to the shares of DuPont stock
held in respect of the Employee Accounts of such Members but
not including those shares in the Employee Accounts of
Members who elected to allow the rights allocated to their
Employee Accounts to expire). The amounts so credited to the
Employee Accounts of Members shall for all purposes of the
Plan be treated as income.
d. In no event may the Trustee exercise for the Employee
Account of any Member any purchase rights pertaining to the
shares of stock held under the Plan.
3. The assets of the Fixed Income Fund and the Three-Way Asset
Allocation Fund under this Plan may be held by the Trustee in
trust in common with funds of the same name under the Investment
Plan for Salaried Employees of Consol Inc. and the Thrift Plan
for Employees of Conoco Inc. In such case, the Trustee shall be
under no duty to earmark or keep separate the assets of such
commingled funds and a determination on the valuation date of the
value of such funds under this Plan shall be determined in
conjunction with the corresponding determinations made under
Options B. and D. of Article VII.C. of the Investment Plan for
Salaried Employees of Consol Inc. as though such funds under this
Plan and the corresponding funds under the Investment Plan for
Salaried Employees of Consol Inc. were one fund for this purpose.
The Trustee shall, however, maintain a separate account
reflecting the equitable share in the assets of the Fixed Income
Fund and the Three-Way Asset Allocation Fund under this Plan and
the corresponding funds under the Investment Plan for Salaried
Employees of Consol Inc. and the Thrift Plan for Employees of
Conoco Inc. Sentinel may, at any time, direct the Trustee to
segregate and withdraw the equitable share in such assets of the
Fixed Income Fund and the Three-Way Asset Allocation Fund of this
Plan. The Trustee's valuation of assets for the purpose of such
withdrawals shall be conclusive.
VII-4
<PAGE>
VIII. CREDITS AND CHARGES TO EMPLOYEE ACCOUNTS
----------------------------------------
A. Allocation of Income and Costs on Investments
1. All interest, dividends, and other income received by the Trustee
and all gains or losses upon the sale or redemption of
investments in the Member's Regular or Before Tax Account, as
determined by the Trustee, shall be credited or charged to such
Member's Employee Account.
2. The share value of securities in a Member's Employee Account
purchased pursuant to Option A. shall be based on the closing
price of such securities as calculated and provided to the
Trustee by the New York Stock Exchange ("NYSE") at the end of
each NYSE business day.
The cost to a Member's Employee's Account of securities
purchased under Option A. shall be the daily average weighted
purchase price of all securities purchased by the Trustee on the
same day at the direction of Members. The proceeds credited to a
Member's Employee Account upon the sale or redemption of such
securities shall be based on the daily average weighted sale
price received by the Trustee for all securities sold by Trustee
on the same day at the direction of Members.
Brokerage commissions, transfer taxes, and other charges and
expenses in connection with the purchase or sale of securities
shall be added to the cost of such securities or deducted from
the proceeds thereof, as the case may be. Taxes, if any, on any
assets held by the Trustee or income therefrom which are payable
by the Trustee shall be charged against the Members' Employee
Accounts as the Trustee shall determine.
3. The unit value of units of participation purchased pursuant to
Option B. shall be based on the accrued value, which shall
include principal value plus accrued interest, of all investment
vehicles within the fund divided by the total outstanding units
within the Plan as of the close of the previous business day.
The unit value of units of participation shall include all costs
and charges used to establish the unit value of the units of
participation. The cost to a Member's Employee Account of units
of participation purchased pursuant to Option B. and the proceeds
credited to a Member's Employee Account upon the sale of units of
participation in Option B. shall be based on the unit value as of
the close of the previous business day.
4. The share value of any Merrill Lynch mutual fund and the Merrill
Lynch Equity Index Trust purchased under Option C. shall be the
Net Asset Value calculated by Merrill Lynch Asset Management,
which shall be calculated once each day the New York Stock
Exchange is open for trading. Such Net Value shall include all
costs and charges used by Merrill Lynch Asset Management to
establish the Net Asset Value.
The share price of the Fidelity Megellan Fund purchased pursuant
to Option C. shall be the Net Asset Value as determined by
Fidelity Service Co. on each New York Stock Exchange Business
Day. Such Net Asset Value shall include
VIII-1
<PAGE>
all costs and charges used by Fidelity Service Co. to establish
the Net Asset Value.
5. The unit value of units purchased under Option D. shall be
calculated by Wells Fargo Nikko Investment Advisors each business
day. Such unit value shall include all costs and charges used by
Wells Fargo Nikko Investment.
VIII-2
<PAGE>
IX. SUSPENSION OF DEPOSITS
----------------------
A. Involuntary Suspension of Deposits
If a Participant is absent from the performance of his duties for
Sentinel, and, as a consequence of such absence, his Compensation for
any calendar month is sixty percent, or less, of his normal
Compensation for such month, all deposits to his Employee Account with
respect to such month shall be automatically suspended; subject,
however to the following limitations and conditions:
1. If a Participant is absent pursuant to a Company approved leave
of absence, the automatic suspension of such deposits may
continue only for the duration of such leave of absence. If the
Participant is absent for any other reason, the automatic
suspension of deposits may not continue without interruption for
longer than 12 months.
2. If a Participant is absent pursuant to a Company approved leave
of absence, or because of his sickness or other disability, the
period of automatic suspension of deposits shall be included in
determining the length of such Participant's years of
participation in the Plan.
3. If a Participant is absent pursuant to a company-approved leave
of absence under Sentinel's military leave policy or serving the
government in a nonmilitary capacity, or because of sickness or
other disability, then, in any such event, he may elect, in the
manner prescribed by the Benefit Board, to continue to make
deposits to his Regular Account (and thus avoid automatic
suspension thereof). A Participant making such an election may
not change his rate of deposit during such absence. In the event
of such election, the Participant's deposits may, in accordance
with regulations prescribed by the Benefit Board, either be
deducted from any Compensation or other regular payments which
such Participant may be entitled to receive from Sentinel, or may
be paid currently in cash by the Participant to the Trustee.
Failure of a Participant to make such cash deposit on the date
when it becomes payable shall be treated as an election by him to
permit his deposits to be automatically suspended, as hereinabove
provided in this Article IX.A. from and after the date of his
last previous deposit.
B. Voluntary Suspension of Deposits
A Participant, by direction to the Benefit Board in the manner
prescribed by the Benefit Board, or by electing not to make a direct
cash payment in accordance with Article IV.D., may voluntarily elect
to suspend all monthly Basic and Supplemental Deposits under the Plan,
subject, however, to the following limitations:
1. A voluntary suspension by direction or failure to elect or to
make a direct remittance will be applicable to all deposits to
the Plan;
2. A voluntary suspension will remain in effect for the number of
months elected by the Participant unless the Participant shall
revoke such election by making an election pursuant to Article
IV.B.
IX-1
<PAGE>
3. The right of a Participant to make cash Supplemental Deposits to
his Regular Account shall not be affected by a voluntary
suspension;
4. The nonreceipt of a direct remittance from a temporary Employee,
in accordance with Article IV.E. within 30 days of the mailing of
notification of such right, will be deemed to be a voluntary
suspension;
C. Company Contributions During Suspension
During the period or periods of automatic and/or voluntary suspension
of monthly deposits as provided in Article IX.A. and B., Company
Contributions to the Employee Account of such Participant will be
automatically and correspondingly suspended. Company Contributions not
made during any such period of suspension shall not be accumulated or
carried forward for later payment.
IX-2
<PAGE>
X. WITHDRAWALS
-----------
A. Full Withdrawals--Retirement
1. A Participant or Transferred Member shall be entitled to his
entire Employee Account in the event of a normal, early, or
incapacity retirement from the Retirement Plan. At any time
prior to such retirement, a Participant or Transferred Member
may, by written direction to the Trustee in the manner prescribed
by the Benefit Board, make an election to receive his Employee
Account pursuant to the options set forth in Article X.
2. Defer to Age 70 1/2
Any Plan Participant or Transferred Member who is entitled to
normal, early, or incapacity retirement under the Retirement Plan
may, prior to such retirement, by direction to the Trustee in the
manner prescribed by the Benefit Board, make an election to defer
the withdrawal of his Employee Account. In the event that a
Participant or a Transferred Member makes such an election:
a. No further Basic Deposits pursuant to Article IV.,
Supplemental Deposits or contributions pursuant to Article
V. shall be made to his Employee Account after the date of
his retirement;
b. During the period of time following his retirement, such
Retired Member (or, in a proper case, his legal
representative or designated beneficiary) shall be entitled
to withdraw his entire Employee Account, under the same
terms applicable to withdrawals pursuant to Article X.B., or
make one or more partial withdrawals pursuant to terms of
Article X.C; and
c. Payments in the form of a Lifetime Periodic Payment
calculated on the actuarial life of the Member will commence
no later than April 1 of the calendar year following the
calendar year in which a Retired Member attains age 70 1/2,
if such Retired Member (or, in a proper case, his legal
representative or designated beneficiary) has not withdrawn
his entire Employee Account then held by the Trustee or made
an election pursuant to Article X.A.3. as provided by
Article X.A.2.d.
d. Prior to attaining age 70 1/2, such Retired Member may elect
to receive his Employee Account pursuant to Article X.A.3.
X-1
<PAGE>
3. Periodic Payment Options
If a Retired Member receiving payments pursuant to one of the
options listed in paragraphs a., b., c., d. e. or f. below is
reemployed by Sentinel, payments shall cease at the time such
Retired Member is rehired. If payments cease and the Retired
Member subsequently is entitled to an early, normal or incapacity
retirement, he may designate any form of distribution of the
balance of his Employee Account permitted under Article X.A. of
the Plan. The balance of his Employee Account shall include
contributions, if any, made after reemployment and earnings on
those contributions. If payments cease pursuant to this
paragraph, they shall resume no later than April 1 of the year
following the year in which the Employee reaches age 70 1/2.
Any Retired Member, who has not attained age 70 1/2 and who,
before January 1, 1993, received one or more payments under the
Lifetime Cash Payment Option or the Fixed Cash Payment Option as
they existed prior to January 1, 1993, or who made an election
pursuant to Article X.A.2.d. or Article X.A.3.e. or f. may revoke
his prior election and elect to receive his Plan assets pursuant
to Article X.A.3.c. or d. as amended effective January 1, 1993.
Any Retired Member, including a Retired Member who retired prior
to January 1, 1993, who has not attained the age of 70 1/2 and
who has received one or more Periodic Payments pursuant to this
Article X.A.3. may, in the manner designated by the Benefit
Board, revoke his election and elect any other Periodic Payment
Option under this Article X.A.3., effective the month following
receipt by the Benefit Board of the revocation and new election.
A Retired Member may make such a revocation and new election once
each calendar year.
Any Retired Member, including a Retired Member who retired prior
to January 1, 1993, who has not attained age 70 1/2 and who has
received one or more payments under the Lifetime Cash Payment
Option or the Fixed Cash Payment Option as they existed prior to
January 1, 1993, Article X.A.3.e. or f., or one or more Periodic
Payments under this Article X.A.3. may, in the manner designated
by the Benefit Board, revoke his election and elect to defer
receipt of his Employee Account pursuant to Article X.A.2.
a. Periodic Payment Option--Lifetime
A Participant or Transferred Member, prior to his effective
retirement date or, a Retired Member pursuant to an election
made in accordance with Article X.A.2.d. shall, in the
manner designated by the Benefit Board, elect to have the
Lifetime Periodic Payment Option calculated based on his
actuarial life or on his and his beneficiary's actuarial
lives. The electing Member's Employee Account shall be
valued as of the effective date of the Periodic Payment
Option election and thereafter, on December 31 of each year.
In the event of an election to receive annual payments
pursuant to this Option, the amount of each such annual
payment shall be calculated by dividing the value of the
Member's Employee Account on the effective date of the
Periodic Payment Option election (or the December 31 next
preceding such payment, as the case may be) by
X-2
<PAGE>
the number of years then remaining in the electing Member's
actuarial life (or if the Member so elects, in the actuarial
lives of the Member and the beneficiary designated at the
time of the Periodic Payment Option election).
In the event an election is made to receive monthly payments
pursuant to this Option, the amount of such monthly payments
shall be calculated by dividing the annual payment that
would be received, calculated as provided in this Article
X.A.3.a, by 12.
If an election is made to receive either monthly or annual
payments pursuant to this Option, the assets in the electing
Member's Before Tax and Regular Accounts shall be liquidated
on a pro rata basis, based on the value of each investment
in his Before Tax and Regular Accounts to the extent
necessary to make such payments. The assets in the Before
Tax and Regular Accounts shall be distributed on a pro rata
basis based on the value the Before Tax Account and the
Regular Account has to the Member's entire Employee Account
to the extent necessary to make such payments.
b. Periodic Payment Option--Variable
A Participant or a Transferred Member, prior to his
effective retirement date, or a Retired Member pursuant to
an election made in accordance with Article X.A.2.d., shall,
in the manner designated by the Benefit Board, designate the
number of years over which he elects to receive payments,
provided however, that such number of years shall not be
less than two years nor more than a period which would pay
the account balance during the electing Member's actuarial
life or if the electing Member has designated a beneficiary,
over the actuarial lives of the electing Member and his
beneficiary. The electing Member's Employee Account shall be
valued as of the effective date of the Periodic Payment
Option election and on December 31 of each year following
such election. In the event an election is made to receive
monthly payments pursuant to this Option, the amount of each
such monthly payment shall be calculated by dividing the
value of the electing Member's Employee Account on:
X-3
<PAGE>
(i) the effective date of his Periodic Payment Option
election by the number of months under which he has
elected to receive monthly payments; and
(ii) on January 1 of each year subsequent to the effective
date of his Periodic Payment Option election by the
number of months under which he elected to receive
payments less the number of months since the effective
date of his Periodic Payment Option election.
In the event an election is made to receive annual payments
pursuant to the terms of this Option, the amount of such
annual payment shall be calculated by dividing the value of
the electing Member's Employee Account as of:
(i) the effective date of his Periodic Payment Option
election by the number of years under which he has
elected to receive annual payments; and
(ii) on January 1 of each year subsequent to the effective
date of his Periodic Payment Option by the number of
years under which he elected to receive annual payments
less the number of years since the effective date of
his Periodic Payment Option election.
c. Periodic Payment Option--Fixed
A Participant or a Transferred Member, prior to his
effective retirement date or, a Retired Member, pursuant to
an election made in accordance with X.A.2.d., shall in the
manner designated by the Benefits Board, elect to have the
Fixed Periodic Payment Option calculated on the basis of an
annual or monthly amount designated by the electing Member.
The designated amount shall be paid on an annual or monthly
basis to the electing Member until such time as his Employee
Account balance is zero.
d. Periodic Payment Option--Level
A Participant or Transferred Member, prior to his effective
retirement date or, a Retired Member, pursuant to an
election made in accordance with Article X.A.2.d., shall in
the manner designated by the Benefit Board, elect to have
the Level Periodic Payment Option calculated by amortizing
the electing Member's Employee Account balance over the
actuarial life of the electing Member at an interest rate
that approximates the expected rate of return for the Fixed
Income Fund as of the month payments under this Article
X.A.3.d. commence.
If the actual interest rate earned over the duration of the
payments is greater than the established rate of return, any
remaining account balance will be included in the final
payment. If the actual interest rate earned over the
duration of the payments is less than
X-4
<PAGE>
the established rate of return, payments shall only be made
until the account balance is zero.
In the event an election is made to receive monthly periodic
payment under this Option, the amount of such monthly
payments shall be calculated by dividing the annual periodic
payment that would be received, calculated as provided in
this Article X.A.3.d., by 12.
B. Full Withdrawal--Other Than Upon Retirement
1. Plan Mandated Withdrawals
Payment of the vested portion of an Employee Account shall be
paid as soon as is practical to a Terminated Member after his
termination of employment with Sentinel and as soon as is
practical to an Alternate Payee, or a Non-Spouse Beneficiary
Member upon the Trustee's receipt of a request for a lump sum
payment, but no later than 12 months following the event of the
death of the Member whose Employee Account is to be distributed
to the Non-Spouse Beneficiary.
Provided, however, that a lump-sum payment of the amount in an
Employee Account to which a Terminated Member or an Alternate
Payee is entitled, which has a vested balance that exceeds
$3,500, or a vested balance of less than $3,500 if the Terminated
Member has been terminated at a time he was subject to Article
X.B.2.c.(1). (termination due to a spousal transfer, job
abolishment or incapacity), shall not be made during the lifetime
of the Terminated Member or Alternate Payee unless the Terminated
Member or Alternate Payee, consents in writing to the
distribution or until April 1 of the year following the year in
which the Terminated Member or the Member from whom the Alternate
Payee received his Employee Account reaches age 70 1/2.
The amount of any loan balance in any Member's Employee Account
shall be included in determining whether an Employee Account has
a vested balance of $3500 or less, but any distribution of a Loan
Balance shall be treated as a Deemed Withdrawal and no further
cash or distribution in kind shall be made.
X-5
<PAGE>
2. Member Initiated Regular Account Withdrawals
Any Member, by written direction to the Trustee in the manner
prescribed by the Benefit Board, shall be entitled to withdraw
his Regular Account as follows:
a. If he is vested, he may withdraw his entire Regular Account.
b. If he is not vested, he may withdraw the greater of either:
(1) An amount equal to the sum of his total deposits to the
date of withdrawal and all income added to his Regular
Account (but not more than his entire Regular Account).
(2) The value of his entire Regular Account less an amount
equal to the total of Sentinel's contributions to his
Regular Account to the date of withdrawal.
(3) Any Company contributions remaining in the Member's
Employee account shall be forfeited except as provided
in X.B.2.d.(2).
c. (1) If a Participant is not vested and the sole reason for
the termination of his employment by Sentinel was (i) that
his spouse was transferred by Sentinel to an employment
location outside the immediate geographical area, (ii) that
the position or job he held with Sentinel was abolished, or
(iii) because of his incapacity, he may withdraw his entire
Regular Account. Withdrawals under this paragraph arising
from the termination of a Participant due to a transfer of
his spouse by Sentinel, the fact that the position or job he
held with Sentinel was abolished, or the incapacity of such
Participant are subject to prior approval by the Benefit
Board, provided that in the case of a termination for the
reason of incapacity, such approval by the Benefit Board
shall be based upon one or more reports by qualified medical
doctors. Every Participant, the termination of whose
employment by Sentinel falls within the terms of this
Article X.B.2.c., shall be treated the same as all other
such Participants under the same or similar circumstances.
d. Conditions of Withdrawal from Regular Account
Withdrawals by a Participant from his Employee Account shall
be subject to the following conditions:
(1) The withdrawing Participant shall be ineligible to make
Basic Deposits to the Plan for a period of six months
from the date of withdrawal. Suspensions under this
Article X.B.2. and suspensions under X.B.3. and X.C.
shall run concurrently.
(2) If subsequent to a withdrawal described in Article
X.B.2.b. and within the limits of subparagraphs (i) and
(ii) below, such withdrawing Participant redeposits to
his
X-6
<PAGE>
Regular Account the amount specified in subparagraph
(i) below, then in such event, Sentinel shall
contribute to the Regular Account of the Participant an
amount equal to the amount of Company Contributions
forfeited on the date of withdrawal.
(i) Any Member who made a complete withdrawal after
termination of employment and any Participant who
terminated participation in the Plan at the time
he made the withdrawal, must redeposit the full
amount of the withdrawal, valued as of the date of
withdrawal. If the Participant did not terminate
participation in the Plan at the time of
withdrawal, he must redeposit either the total
amount of Basic Deposits withdrawn or the total
amount of the withdrawal valued as of the date of
withdrawal.
(ii) Only a Participant or an employee of an Affiliated
Company who has an Employee Account, which does
not consist exclusively of funds received by the
Trustee under Article XXIII., in the Plan is
entitled to make the redeposit described above and
the redeposit must be made no later than the close
of the first period of five consecutive One-Year
Breaks-in-Service commencing after the withdrawal.
e. Upon termination or partial termination of the Plan by
Sentinel or any affiliate which has adopted the Plan, or
upon complete discontinuance of all Company Contributions
under the Plan or complete discontinuance of contributions
thereunder by any affiliate of Sentinel, the rights of
Participants affected by such termination, partial
termination, or complete discontinuance of contributions, to
their respective Regular Account balances shall become
nonforfeitable and such Participants shall be entitled to
withdraw their entire Regular Accounts.
f. If a Member terminates employment with Sentinel at a time
when he is not entitled to withdraw his entire Regular
Account, after five One-Year Breaks-in-Service, he
immediately shall forfeit that part of his Regular Account
that is the difference between the full value of his Regular
Account on the date the forfeiture occurs and the amount he
is entitled to withdraw under the provisions of Article
X.B.2.b. on the date the forfeiture occurs.
3. Member Initiated Before Tax Account Withdrawals.
Any Member, by written direction to the Trustee in the manner
prescribed by the Benefit Board shall be entitled to withdraw his
Before Tax Account upon retirement, separation from service, or
upon attaining the age of 59 1/2. Any Member, by written
direction to the Trustee in a form prescribed by the Benefit
Board, shall be entitled to withdraw his Before Tax
X-7
<PAGE>
Account upon the disposition by Sentinel of substantially all of
the assets (within the meaning of Code section 409(d)(2)) used by
Sentinel in a trade or business of Sentinel or upon the
disposition by Sentinel of its interest in a subsidiary (within
the meaning of Code section 409(d)(3)), provided, however, that
the Member continues employment with the corporation acquiring
such assets or with the subsidiary, and provided that the
distribution is in the form of a lump sum as defined in section
401(k)(10)(B)(ii) of the Code. In the event of the death of a
Member, his designated beneficiary shall be entitled to withdraw
the Member's Before Tax Account. Prior to age 59 1/2 and while
employed by Sentinel, a Participant may not make a withdrawal
from his Before Tax Account except upon prior approval of the
Benefit Board, or one to whom the Benefit Board has specifically
delegated the authority to determine Hardship, who shall grant a
full withdrawal from his Before Tax Account only upon proof of
Hardship requiring the entire sum of his Before Tax Account. A
Hardship withdrawal of an amount less than the entire Employee
Account shall be made pursuant to Article X.C.2. A Participant
who is making a complete withdrawal for reason of Hardship shall
be required to first withdraw funds from his Regular Account as
provided to meet the definition of Hardship in Article II.W. A
Participant shall not be granted a withdrawal under this Article
X.B.3. unless he proves he meets the definition of Hardship set
forth in Article II.W. The Benefit Board, or its delegee will
determine whether the definition of Hardship has been met.
If the withdrawing Member is also a Participant in the Plan, he
shall be ineligible to participate in the Plan for a period of
six full months from the date of his withdrawal, except that if
the withdrawing Participant has a Regular Account subsequent to
the withdrawal, deposits to his Employee Account may continue
during this six month period, except as otherwise provided in
Article II.W.B.2. Suspensions under Articles X.B.2., X.B.3. and
X.C. shall run concurrently.
4. Special Provisions Applicable to Transferred Employees
Withdrawals pursuant to the provisions of this Article X.B.4.
shall be subject to the following conditions:
a. A transfer of employment from Sentinel to an Affiliated
Company or a corporation which has adopted a profit sharing
plan administered by an Affiliated Company, or between
Affiliated Companies or corporations which have adopted a
profit sharing plan administered by an Affiliated Company,
shall not be considered as a termination of or separation
from employment.
b. If a Member is transferred at the request or with the
consent of Sentinel to the employ of an employer not
participating in the Plan or to otherwise noneligible
employment, such Member may continue his Employee Account
during the period of such employment but with no further
deposits or contributions during such period, except as
provided for in Article X.B.4.d. If such transfer is to the
employ of an Affiliated Company or corporation which has
adopted a profit sharing plan administered by an Affiliated
Company, participation in the profit sharing plan of such
corporation shall be
X-8
<PAGE>
included in determining the Member's years of participation
and years of service in this Plan. If such transfer is to
the employ of an employer which does not permit
participation in the profit sharing plan of an Affiliated
Company, the period of employment with such employer shall
be included in determining years of participation and years
of service in this Plan.
c. A Member who is or has been transferred at the request or
with the consent of Sentinel, from Sentinel to an Affiliated
Company or a corporation which has adopted a profit-sharing
plan administered by an Affiliated Company, may request the
Trustee, in the manner prescribed by the Benefit Board, to
transfer his entire Employee Account in the Plan to the
profit-sharing plan maintained by his employer, unless his
Employee Account is collaterally pledged pursuant to Article
XVI. The transfer of an Employee Account will not be
considered a withdrawal from this Plan. The Benefit Board
shall determine whether the transfer of an Employee Account
shall be in cash or in kind on the basis of uniform rules
applicable to all Members on the same basis.
d. A Member who is or has been transferred from Sentinel to an
Affiliated Company, which is a member of the DuPont
controlled group or a corporation which has adopted a
profit-sharing plan administered by an Affiliated Company,
which is a member of the DuPont controlled group and who
continues his Employee Account pursuant to X.B.4.b., may
make the maximum amount of Supplemental Deposits allowable
under Article II.RR. to his Employee Account.
5. Loss of Part of Regular Account on Withdrawal
In case any Member shall, by reason of any withdrawal under any
provision of this Article X., lose his interests and rights in
any part of his Employee Account, the amount so lost shall be
applied to reduce the subsequent contributions of Sentinel under
the Plan, or if the Plan shall be terminated, the Trustee shall
credit any amount not so applied ratably to the Employee Accounts
of all other Participants in the Plan at the time of termination.
To the extent required for such purposes, the Trustee shall sell
or turn in for redemption any security purchased at the direction
of the withdrawing Member.
6. Method of Payment
Upon any withdrawal under the provisions of this Article X.
except pursuant to Article X.A.3., the Trustee shall determine
whether to make payment in cash or in kind, or both, and for the
purpose of any such payment in cash, the Trustee may sell or turn
in for redemption any security that shall have been purchased at
the direction of the withdrawing Member. To the extent
practicable, the Trustee will make payment in kind only if the
withdrawing Member shall so request. For the purpose of valuing
an Employee Account in connection with any withdrawal under the
provisions of this Article X. or Article XIX.B. and for the
purpose of any distribution in kind, securities shall be valued
pursuant to
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<PAGE>
uniform regulations to be issued and published by the Benefit
Board or as otherwise set out in the Plan.
C. Partial Withdrawals
1. Member Initiated Regular Account Withdrawals.
By written direction to the Trustee in the manner prescribed by
the Benefit Board, any Member, except a Non-spouse Beneficiary,
may make a maximum of three partial withdrawals from his Regular
Account each calendar year. Notwithstanding the preceding
sentence, at no time may:
(i) a Member withdraw more than the remaining credit to his
Regular Account, exclusive of any loan balance;
(ii) a Member withdraw his entire Regular Account under this
Article X.C.1., unless such Member also has a Before Tax
Account;
(iii) nonvested Member withdraw an amount that is not reduced by
the amount of Company Contributions that must remain in
his Employee Account to ensure that he does not receive an
amount greater than the amount to which he would be
entitled if he were making a withdrawal pursuant to
Article X.B.2.b.
Partial withdrawals shall be subject to the suspension provisions
of Article X.C.1.b.
a. Sequence of Withdrawal of Funds.
For the purpose of determining whether a withdrawal subject
to a suspension as described in Article X.C.1.b. has
occurred, all partial withdrawals shall be made in the
following sequence from a Participant's Regular Account. If
the Participant is not entitled to withdraw Company
Contributions, the sequence of withdrawal shall be as stated
below but omitting the items referring to Company
Contributions.
(1) Supplemental Deposits;
(2) Rollover Assets;
(3) Earnings (including profit and loss);
(4) Basic Deposits in the Regular account more than 24
months;
(5) Company Contributions in the Regular Account more than
24 months;
(6) Basic Deposits in the regular Account 24 months or
less; and
(7) Company Contributions in the Regular Account 24 months
or less;
b. Suspensions Due to Partial Withdrawal.
In the case of any partial withdrawal under Article X.C.1.
or XVI.B.4., of the type of funds described in X.C.1.a(5),
(6) or (7) [[X.C.1.a(6) or (7)]], a Member,
X-10
<PAGE>
who is a Participant may not make any Basic Deposits to his
Employee Account for a period of six months following his
most recent withdrawal. If a Participant makes a partial
withdrawal during the time he is precluded from making Basic
Deposits pursuant to this Article X.C.1.b., the six-month
period imposed for any previous withdrawal shall run
concurrently with the six-month period following his most
recent withdrawal. This period shall be included in
determining the Participant's years of participation under
the Plan and shall not be deemed to be a suspension for the
purpose of Article IX of the Plan.
During the period of suspension provided for in this Article
X.C.1.b., a Participant who is making Supplemental Deposits
will continue making such deposits until he voluntarily
elects to suspend such deposits in accordance with Article
IX.B.
c. Redeposits and Interests Remaining upon Partial Withdrawals.
Upon any withdrawal pursuant to this Article X.C.1.:
(1) A nonvested Member forfeits the matching Company
Contributions attributable to the Basic Deposits he
withdraws, provided, however, that if a nonvested
Member who is a Participant redeposits the total amount
of Basic Deposits which he withdrew or the total amount
of the withdrawal, valued as of the date of withdrawal,
then in such event, Sentinel shall contribute to the
Employee Account of the Participant an amount equal to
the amount of Company Contributions forfeited under
this paragraph. Only an Employee, who is a
Participant, or an employee of an Affiliated Company
who has an Employee Account in the Plan is entitled to
make such a redeposit and the redeposit must be made no
later than the close of the first period of five
consecutive One-Year Breaks-in-Service commencing after
the withdrawal.
(2) A vested Member shall not lose his interest in or his
rights in respect to the balance of his Employee
Account.
2. Applicable to A Member's Before Tax Account
a. Eligibility to Make Withdrawal
A Member, if not employed by Sentinel, by written direction
to the Trustee in the manner prescribed by the Benefit
Board, shall be entitled to make a partial withdrawal from
his Before Tax Account upon his retirement or upon
separation from service. A Participant, by direction to the
Trustee, in the manner prescribed by the Benefit Board,
shall be entitled to make a partial withdrawal from his
Before Tax Account upon attaining the age of 59 1/2 (subject
to procedures implemented by the Benefit Board to implement
Code Section 72(e)(8)(1)) or upon proof of Hardship. A
Participant may not make a Hardship withdrawal except
X-11
<PAGE>
by prior approval of the Benefit Board or its delegee,
unless the Participant certifies that the need for the
withdrawal is a result of medical expense, college education
expense, or the purchase of a principal residence for the
Participant or his dependent. The amount of a partial
Hardship withdrawal will be limited to the amount of
immediate financial need demonstrated by the Participant to
the Benefit Board, or its delagee.
X-12
<PAGE>
b. Conditions of Partial Withdrawal of Before Tax Account.
(1) A Participant shall not be granted a withdrawal under
Article X.C.2 unless he proves he has attained age 59
1/2 or that he meets the definition of Hardship set
forth in Article II.W. The Benefit Board or its
delegee will determine whether the definition of
Hardship has been met.
(2) A nonvested Member forfeits the matching Company
Contributions attributable to the Basic Deposits he
withdraws from his Before Tax Account, unless such
nonvested Member is a Participant who subsequently
redeposits the total amount of such withdrawal to his
Regular Account pursuant to Article X.B.2.d(2) and
subsequently vests in such Company Contributions. The
amount of Basic Deposits that may be withdrawn by a
nonvested Member will be reduced by the amount of
Company Contributions which must remain in the Member's
Regular Account to insure that he would receive the
amounts to which he would be entitled if he were making
a full withdrawal of his Employee Account.
(3) A Member who makes a partial withdrawal from his Before
Tax Account shall make such withdrawals of Basic
Deposits and Earnings in his Before Tax Account in the
same order and under the same terms and conditions
relating to suspension from participation in the Plan
and frequency of withdrawals as would apply to his
Regular Account pursuant to Article X.C.1. but subject
to the limitations on withdrawal of this Article
X.C.2., except that if such withdrawal shall be by a
Participant for reason of Hardship it shall not be
counted as one of the three partial withdrawals
allowable during a calendar year.
3. If, at any time pursuant to the provisions of Article X.C., a
Member withdraws the entire amount credited to his Employee
Account, he shall be deemed to have made a full withdrawal
pursuant to Article X.B.
D. Separation from service during or after the year in which a
Participant attains age 55 shall be considered to be on account of
early retirement under this Plan solely for the purpose of enabling
the Member to qualify for an exemption under Section 72(t)(2)(A)(v) of
the Internal Revenue Code.
E. Compliance with Minimum Distribution Rules
1. General Rule
Notwithstanding any other provision of this Plan, a Member,
Beneficiary, Terminated Member, Retired Member, or Alternate
Payee shall receive Minimum Distributions. "Minimum
Distributions" shall mean distributions in such amounts as are
required to satisfy section 401(a)(9) of the Code, the incidental
death benefit rule of section 401(a)(9)(G) of the Code, and
regulations under both of those Code sections, and which are made
no later than required to satisfy section 401(a)(9) of the Code
and regulations thereunder. Except as
X-13
<PAGE>
provided in Article X.E.2., 3. and 4. below, a Member,
Beneficiary, Terminated Member, Retired Member, or Alternate
Payee shall receive his Minimum Distributions on or before his
Required Beginning Date in the form of a lump sum payment of his
entire Vested Account. In the case of a Member, Terminated Member
or Retired Member, the Required Beginning Date is April 1 of the
year following the year in which such individual turned age 70
1/2. In the case of a Beneficiary or Alternate Payee, the
Required Beginning Date is December 31 of the year in which the
Member to whom the benefit relates turns or would have turned age
70 1/2.
2. Active Employees
If a Member has not terminated employment with Sentinel on April
1 of the calendar year following the calendar year in which he
attained age 70 1/2, his Minimum Distribution will begin no later
than that date in the form of a Lifetime Periodic Payment, Joint
Life Periodic Payment, or Variable Periodic Payment calculated on
the actuarial life of the Member.
3. Retired Members
If a Retired Member makes an election under Article X.A.3. of the
Plan to receive a Periodic Payment Option and the payments begin
before his Required Beginning Date, the payments will be adjusted
no later than his Required Beginning Date, as necessary, to
ensure that the Retired Member receives Minimum Distributions. If
the Retired Member has made such an election but the payments do
not begin before his Required Beginning Date, Minimum
Distributions will begin no later than that date, in the form
elected by the Retired Member, adjusted as necessary to ensure
that the Retired Member receives Minimum Distributions. If a
Retired Member, who has made an election under Article X.A.2. has
not withdrawn his entire Employee Account or made an election
pursuant to Article X.A.3., Minimum Distributions will begin no
later than his Required Beginning Date in the form of a Lifetime
Periodic Payment calculated on the actuarial life of the Retired
Member, adjusted as necessary to ensure that the Retired Member
receives Minimum Distributions.
4. Spouse Beneficiaries
Payments to a spouse beneficiary must be made according to the
following rules.
a. If the Member died before his Required Beginning Date,
payments to the spouse beneficiary must begin no later than
the Beneficiary's Required Beginning Date and must be over
the life expectancy of the spouse beneficiary, or a period
certain which is no longer than that life expectancy (or 5
years if that is greater than the life expectancy).
b. If the Member died on or after his Required Beginning Date,
payments to the spouse beneficiary must begin immediately
and must be made at least as rapidly as the method in effect
at the Member's death.
X-14
<PAGE>
F. Waiver of Notice
Notwithstanding any other provision of the Plan:
If a distribution is one to which sections 401(a)(11) and 417 of the
Internal Revenue Code do not apply, such distribution may commence
less than 30 days after the notice required under section 1.411(a)-
11(c) of the Income Tax regulations is given, provided that:
(1) the Plan Administrator clearly informs the Participant that the
Participant has a right to a period of a least 30 days after
receiving the notice to consider the decision of whether or not
to elect a distribution (and, if applicable, a particular
distribution option), and
(2) the Participant, after receiving the notice affirmatively elects
a distribution.
The term "Participant" as used in this Article X. F. shall have the
same meaning as used in Revenue Procedure 93-47, as released on
November 30, 1993, and not the meaning set forth in Article II. HH.
G. Twenty Percent Withholding
Any distribution made under this Article X. and any "Deemed
Withdrawal" under Article XI. that is an Eligible Rollover
Distribution within the meaning of Article XXIII. B. 2. a. and which a
Member does not elect to have paid directly to an Eligible Retirement
Plan specified by the Distributee in the form of a Direct Rollover
shall be subject to the 20 percent withholding specified in Code
section 3405.
X-15
<PAGE>
XI. LOANS
-----
A. Eligibility for a Loan
1. The Loan Administrator (as provided for in Article XI.K.1. may
grant a loan to any Plan Member who at the time of loan closure
is eligible to make Basic Deposits pursuant to Article IV., or
who would be eligible to make Basic Deposits but for the
suspension provisions of Articles IX.B. or X.C. and to any Plan
Member with an Employee Account who is a participant of the
Thrift Plan for Employees of Conoco, Inc. (the "Investment Plan")
entitled to make Basic Deposits under Article IV. of the
Investment Plan, or who would be eligible to make Basic Deposits,
but for the Suspension provisions of Articles IX.B., X.B. or X.C.
of the Investment Plan. The Loan Administrator may also grant a
loan to any "party-in-interest" (as defined in 29 U.S.C.
(S)1002(14)) with an Employee Account or to any person who has a
vested Employee Account under the Plan and who is employed by a
Corporate Affiliate. A loan may not be granted to those Members
eligible to make Basic Deposits pursuant to Article IX.A.3. or
who have their Employee Accounts collaterally pledged pursuant to
Article XVI.B. For the purpose of this Article XI., a person to
whom a loan is granted shall be referred to as a "Borrowing
Participant." For the purpose of this Article XI., Corporate
Affiliate 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 1563(a) of
the Internal Revenue Code, determined without regard to Section
1563(a)(4) and Section 1563(3)(3)(C)) of which DuPont is parent,
and any corporation which is not a member of said controlled
group of corporations but has adopted any profit sharing plan
administered by a plan administrator appointed by any member of
said controlled group.
2. The Loan Administrator may grant up to five loans, but never more
than one loan on any day, from such Borrowing Participant's
vested Employee Account, provided, however, that no loans may be
granted on the basis of a Borrowing Participant's Employee
Account to which he has not contributed Basic Deposits, and may
direct the Trustee to disburse trust funds to such Borrowing
Participant, provided that such loans are available to all
persons described in Article XI.A.1. on a reasonably equivalent
basis and the terms and conditions of such loans comply with this
Article XI. and such other terms and conditions as the Benefit
Board may from time to time prescribe.
3. Application for a loan shall be in the manner prescribed by the
Benefit Board. Each loan shall be evidenced by a promissory note
which shall set forth the principal amount of the loan, the rate
of interest, the repayment schedule, identification of any
security interest or collateral, and such other items as may be
determined by the Benefit Board.
4. Notwithstanding anything to the contrary, a loan shall not be
granted if it would adversely affect either the status of the
Plan as one which qualifies as a profit sharing plan pursuant to
Section 401 of the Internal Revenue Code of 1986, as amended, or
which would adversely affect the trust maintained pursuant to
Article XIV.A. as a trust which is exempt from
XI-1
<PAGE>
Federal Income Tax pursuant to Section 501 of the Internal
Revenue Code of 1986, as amended.
B. Obtaining Funds For a Loan
Upon approval of the Loan Administrator of the loan application, such
Borrowing Participant shall direct the Trustee to sell, turn in for
redemption, or liquidate, as may be appropriate, any investments in
his Employee Account under any one or more of Options A., B., C., or
D. as is necessary to make funds available for the loan granted to
such Borrowing Participant and direct the Trustee to disburse such
funds to the Borrowing Participant, provided such loan shall not be
prohibited by any law including, but not limited to, Section 4975 of
the Code of 1986, as amended, or Section 406 of the Employee
Retirement Income Security Act, as amended.
1. Such sale, redemption, or liquidation shall be by Fund Transfer
Order or such other direction or form as prescribed by the
Benefit Board, however, to the extent the funds are available for
the loan amount in a Borrowing Participant's Regular Account,
such sale will be made from any one or more of Options A., B.,
C., or D. of said Regular Account.
2. Any funds disbursed as a loan to a Borrowing Participant shall be
deemed invested in Option E. (Loan Account).
C. Maximum Amount of Loan
The amount of any loan from the Plan, determined by aggregating the
outstanding balances of loans from the Plan and loans from profit
sharing plans adopted by any Corporate Affiliate, shall not be less
than $1,000.00 nor greater than the lesser of (i) $50,000.00 reduced
by the excess, if any, of (1) the highest outstanding balance of loans
from the Plan during the one-year period ending on the day before the
date on which such loan was made over (2) the outstanding balance of
loans from the Plan on the date on which such loan was made; or (ii)
50 percent of the vested portion of the Borrowing Participant's
Employee Account. The value of the Borrowing Participant's Employee
Account for the purpose of this Article XI.C. shall be determined by
the Loan Administrator from the most recent valuation information that
is available at the time of receipt of the loan application, as
adjusted by any contributions or withdrawals made after receipt of the
loan application and prior to loan closure, subject to the following
additional provisions:
1. Solely for the purpose of determining whether the amount of any
loan made under the Plan as adopted by any corporation which is a
member of the controlled group of corporations (within the
meaning of Section 1563(a) of the Internal Revenue Code,
determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(C)) of which DuPont is parent, exceeds 50 percent of
the value of the vested portion of the Borrowing Participant's
Employee Account, the Loan Administrator shall include the vested
portion of the Borrowing Participant's Employee Account in the
Plan, and the DuPont Savings and Investment Plan, exclusive of
the Borrowing Participant's Employee Account in the Plan, the
Investment Plan for Salaried Employees of CONSOL Inc. and the
DuPont Savings and Investment Plan as such plans have been
adopted by corporations which are not members of said controlled
group of corporations.
XI-2
<PAGE>
2. The maximum amount of any loan shall in no event exceed 50
percent of the vested portion of the Borrowing Participant's
Employee Account, exclusive of any Employee Account established
pursuant to a QDRO or to which the Borrowing Participant is
entitled as a beneficiary under Article XII., as determined from
the most recent valuation information that is available at the
time of loan closure. For purposes of the preceding sentence,
when loans are made simultaneously to a Borrowing Participant
under the Plan, as adopted by Corporate Affiliates which are
members of the control group and as adopted by members which are
not members of the controlled group (within the meaning of
Section 1563(a) of the Internal Revenue Code, determined without
regard to Section 1563(a)(4) and Section 1563(e)(3)(C)), no such
loan shall be considered to exceed 50 percent of value of the
vested portion of the Borrowing Participant's Employee Account if
the aggregate amount of said loans does not exceed 50 percent of
the sum of the Borrowing Participant's Employee Accounts under
the Plan, as adopted by said corporations.
D. Loan Payment Period
The period of any loan shall be as requested by the Borrowing
Participant and as agreed to by the Loan Administrator, provided that
the minimum period of any loan shall be 12 months, with additional
monthly increments, through a maximum loan period of 60 months,
provided, however, that such maximum loan period may be greater than
60 months and not more than 120 months for a loan granted to a
Borrowing Participant who has furnished evidence satisfactory to the
Benefit Board that the loan will be used to acquire any dwelling unit
which, within a reasonable time, is to be used (determined at the time
the loan is made) as the principal residence of the Participant.
E. Rate of Interest
1. The rate of interest that shall be charged for a loan granted
pursuant to Article XI. shall be determined on the last work day
of the calendar month preceding the receipt of the loan
application, or any other date as designated from time to time by
the Benefit Board, and shall be the average rate for secured
personal loans (rounded to the next lower one-quarter percent)
than in effect at a group of financial institutions, as
designated from time to time by the Benefit Board, provided,
however, that the interest rate shall not exceed the maximum
amount allowed by law.
2. The rate of interest, with respect to any loan, shall be constant
throughout the term of the loan and shall not exceed the rate of
interest permitted under applicable law. Each Borrowing
Participant shall receive from the Loan Administrator, at the
time of loan closure, a statement regarding the amount of the
loan, the annual percentage rate, the amount of interest, and
total repayment schedule of the loan, and any additional
information required by applicable law.
F. Frequency of Loans
A loan shall not be granted more frequently than once during any 24-
consecutive-hour period.
XI-3
<PAGE>
G. Method of Loan Repayment
Unless otherwise provided in this Article XI., repayment of the
outstanding principal and accrued interest on any loan shall be
accomplished through the deduction of equal amounts (or nearly equal
amounts) from the monthly Compensation of the Borrowing Participant
during the term of the loan. The repayment amount representing
principal shall be credited first to a Borrowing Participant's Before
Tax Account until or unless the loan account balance of such Before
Tax Account is equal to zero. The repayment amount representing
interest shall be credited to earnings in the Borrowing Participant's
Regular or Before Tax Account as applicable. The loan repayment
amounts shall be invested pursuant to the Borrowing Participant's
current Investment Direction as provided for in Article VII. If the
monthly Compensation of a Borrowing Participant is not sufficient to
obtain or the Borrowing Participant does not authorize the scheduled
principal and interest payment which becomes due and payable ("Loan
Payment"), unless the Loan Payment or interest payment is being made
by direct remittance as provided for in Article XI.H., a default will
be declared pursuant to Article XI.J.1.
H. Exceptions to Normal Method of Repayment
1. A Borrowing Participant who is on an authorized leave of absence
or an absence due to layoff or strike and is not paid his
Compensation nor entitled to such Compensation because of such
absence shall be permitted for a period not to exceed 12
consecutive months, to remit directly to the Loan Administrator
the amount of any scheduled Loan Payment. The payment of less
than the scheduled Loan Payment will be declared a default
pursuant to Article XI.J.1. If, at the conclusion of a 12-
consecutive-month period of absence, the Borrowing Participant
has not returned, the amount of the Loan Account shall be
canceled pursuant to Article XI.J.3.
2. If it is determined by the Loan Administrator that the procedure
of payroll deduction as a method of Loan Payment is not feasible
with respect to a Borrowing Participant, such Borrowing
Participant shall remit directly to the Loan Administrator the
amount of any scheduled Loan Payment. The payment of less than
the scheduled Loan Payment will be declared a default pursuant to
Article XI.J.1.
3. Notwithstanding a declaration of a default pursuant to Article
XI.J.1., due to a Borrowing Participant's termination of
employment, a Borrowing Participant who has elected early,
normal, or incapacity retirement and has elected to defer
withdrawal of his Employee Account pursuant to Article X.A.2.
may, for such period of deferral, remit directly to the Loan
Administrator the amount of any scheduled Loan Payment. The
payment of less than the scheduled Loan Payment will be declared
a default pursuant to Article XI.J.1.
4. In the event that any Borrowing Participant fails to make direct
remittance as provided under this Article XI.H. of any scheduled
principal and interest payment under Article XI.H.1., 2, and 3 by
the 45th day after such payment is due, a default will be
declared pursuant to Article XI.J.1.
5. Notwithstanding anything to the contrary, no provision of this
Article XI.H. shall extend the approved term of the loan.
XI-4
<PAGE>
I. Prepayment of Loan Balance
Notwithstanding any other provisions of this Article XI., a Borrowing
Participant shall retain the right to repay, at any time prior to the
end of the loan period, without penalty, the full amount of any loan
granted pursuant to this Article XI. Such payment shall be made in
cash, a certified or cashier's check, or such other form of guaranteed
payment as permitted by the Loan Administrator, or by an election on
the part of the Borrowing Participant to incur a Deemed Withdrawal
from such Borrowing Participant's Employee Account pursuant to the
terms of Article XI.J.4.
J. Loan Defaults
1. While any portion of a loan in a Member's Employee Account is
outstanding, a default will be declared as described in Article
XI.G., XI.H.1, 2, 3, or 4, or upon the termination of employment
of any Borrowing Participant, who is not eligible for Early or
Normal retirement under the Retirement Plan and has elected to
defer distribution of his Employee Account, such termination
including, but not limited to, retirement, death, disability, or
resignation but excluding any transfer of employment to any
Corporate Affiliate and any transfer of employment as stated in
Article X.B.4. (Declaration of Default). Except as provided in
Article XI.J.3., a notice (Notice of Default) will be issued upon
a Declaration of Default.
2. In the event of the termination of employment of a Borrowing
Participant, who is not eligible for Early or Normal retirement
under the Retirement Plan or who is eligible, but has not elected
to defer distribution of his Employee Account, a Declaration of
Default shall occur upon the later of the effective date of such
Borrowing Participant's termination of employment or the first
day immediately following the month in which the last Loan
Payment was received from such Borrowing Participant.
3. A Deemed Withdrawal pursuant to Article XI.J.4. will be made from
the Borrowing Participant's Employee Account without the issuance
of a Notice of Default at the end of any direct remittance period
provided in Article XI.H.1 or 3. A Deemed Withdrawal will be
made for loans granted prior to January 1, 1993, upon the third
occurrence of a Declaration of Default with respect to the loan
for which the Declaration of Default was issued, and for loans
granted after December 31, 1992, upon the occurrence of a
Declaration of Default with respect to the loan for which the
Declaration of Default was issued, for the Loan Balance of a loan
granted pursuant to this Article XI. if all Loan Payments are not
made prior to 45 days after the first Loan Payment was not made
by the Borrowing Participant.
4. If the Loan Administrator does not receive payment of any unpaid
scheduled Loan Payment or payments due pursuant to Article
XI.H.4. within 30 days of the issuance of a Notice of Default,
the Loan Account and accrued interest (Loan Balance) shall be
deemed withdrawn (Deemed Withdrawal) as follows:
a. If the Loan Account is in a Member's Regular Account only, a
Deemed Withdrawal shall be made from the
XI-5
<PAGE>
Borrowing Participant's Regular Account for the amount of
the Loan Balance.
b. If the Loan Account is in a Member's Before Tax Account and
the Borrowing Participant is not age 59 1/2 or over, a
Deemed Withdrawal shall be made consistent with the
provisions of Article XI.J.4.d.
c. If the Loan Account is in a Member's Before Tax Account and
the Borrowing Participant is eligible to make a withdrawal
from such account, then a Deemed Withdrawal shall be made
from the Borrowing Participant's Before Tax Account unless
the Member elects otherwise.
d. Notwithstanding the preceding, no Deemed Withdrawal shall
occur if such withdrawal would adversely affect the status
of the Plan under Section 401(a) or 401(k) of the Code of
1954, as amended. In that event, the Plan Administrator may
take such other action as it deems necessary to ensure
repayment of loans made under this Article and in compliance
with applicable law. If a Deemed Withdrawal under Article
XI.J.4. would adversely affect the status of the Plan under
Section 401(a) or 401(k) of the Code:
1. The Member's entire Regular Account shall be
distributed to the Member, subject to Article X.B.2.a.
and b. in accordance with the previously given consent
of the Member.
2. If the Member is a Participant in the Plan, he shall be
suspended from making Supplemental Deposits during the
period beginning 45 days from the date the first
payment is missed and ending with the last day of the
month in which all Past Due Loan Payments are made; and
3. If the Member is a Participant in the Plan, he shall be
suspended from making Basic Deposits and from receiving
Company Contributions during the period beginning 45
days from the date the first payment is missed and
ending with the last day of the month in which all the
Past Due Loan Payments are made or the expiration of
six months whichever is later.
4. The amount of any Deemed Withdrawal shall be considered
to have been distributed from the Borrowing
Participant's Employee Account pursuant to the sequence
of withdrawals specified in Article X.C. and shall be
subject to the suspensions thereof, but such Deemed
Withdrawal will not be considered as one of the three
partial withdrawals allowable in a calendar year.
5. A Deemed Withdrawal may be initiated by the:
a. Borrowing Participant upon a voluntary election to
cancel the Loan Account, or
b. Loan Administrator pursuant to conditions
described in this Article XI.J.
XI-6
<PAGE>
K. Loan Administrator's Authority/Responsibility
1. Subject to the direction of the Board, the Benefit Board shall
have overall responsibility for the administration and operation
of the loan procedure under this Article XI., which
responsibility it shall in part discharge by the appointment of a
Loan Administrator.
2. The Loan Administrator shall be one or more persons appointed by
the Benefit Board. In the absence of such appointment, the
Benefit Board shall be the Loan Administrator.
XI-7
<PAGE>
Each person serving as the Loan Administrator shall remain in
office at the will of the Benefit Board, and the Benefit Board
may from time to time remove any person serving as the Loan
Administrator with or without cause and shall appoint his
successor. The Loan Administrator shall have the general
responsibility for the administration of loans to Borrowing
Participants under the Plan.
3. Each person, upon being appointed Loan Administrator, shall file
an acceptance thereof in writing with the Benefit Board. Any
person serving as Loan Administrator may resign by delivering his
written resignation to the Benefit Board, and such resignation
shall become effective upon the date specified therein. In the
event more than one person is serving as Loan Administrator, the
remaining persons serving as Loan Administrator shall constitute
the Loan Administrator with full power to act until said vacancy
is filled.
4. The Loan Administrator shall administer loans to Borrowing
Participants in accordance with the terms of the Plan and shall
have all powers necessary to accomplish that purpose, including,
but not limited to, the following:
a. To process, approve, or disapprove applications for loans to
Borrowing Participants, based upon objective criteria
applied consistently;
b. To decide all questions arising in the administration of
loans, including those relating to eligibility for a loan,
the terms and conditions for such loan, and the repayment of
such loan;
c. The authorize the Trustee to make payment of funds to the
Borrowing Participant. Further, to submit to the Trustee
amounts received in repayment of principal and interest and
advise the Trustee of the Plan options such funds are to be
invested in;
d. To execute on behalf of the Benefit Board, as creditor, any
note, security agreement, or other evidence of credit or
security arrangement created pursuant to the provisions of
this Article;
e. To communicate to Participants any changes regarding the
terms and conditions upon which a loan shall be granted,
including the applicable rate of interest charged with
respect to a loan, and the effective date with respect to
any such changes.
5. The Loan Administrator shall have authority to delegate, from
time to time, all or any part of its responsibilities under the
Plan to such person or persons as it may deem advisable and in
the same manner revoke any such delegation of responsibility.
Any action of the delegate shall have the same force and effect
for all persons hereunder as if such action had been taken by the
Loan Administrator.
L. Suspension of Loans
The Benefit Board may from time to time suspend the granting of loans
under the Plan for such purposes as the Benefit Board may determine,
including, but not limited to, the proper discharge of its fiduciary
duties under law.
XI-8
<PAGE>
XII. BENEFICIARIES, TERMINATED EMPLOYEES, AND ALTERNATE PAYEES
---------------------------------------------------------
A. Beneficiary Designation
Any Member, except an Alternate Payee or a Non-spouse Beneficiary, may
file with the Trustee a written designation, in the form prescribed by
the Benefit Board, of the beneficiary or beneficiaries to receive all
or part of his Employee Account upon his death. If however, a Member
is married, such Member may not designate anyone other than his spouse
as beneficiary under the Plan, unless the Member's spouse consents in
writing (such consent being duly notarized) to the designation of any
other beneficiary. A Member who is single, or a married Member with
spousal consent may from time to time change or cancel the existing
beneficiary designation. The last such designation received by the
Trustee shall be controlling over any testamentary or other
disposition; provided, however, that no designation, or change or
cancellation thereof, under this Plan shall be effective unless
received by the Trustee prior to the Member's death, and in no event
shall it be effective as of a date prior to such receipt.
Notwithstanding the preceding sentence, if a beneficiary or
beneficiaries disclaims Plan assets to which he is entitled as a
properly designated beneficiary under this Article XII.A., the
benefits will be paid to the contingent beneficiary or beneficiaries
designated by the deceased Member. If there is no properly designated
contingent beneficiary or the contingent beneficiary disclaims the
Plan assets to which he is entitled as a properly designated
beneficiary under this Article XII.A., then the deceased Member's
Employee Account shall be paid as set forth in Article XII.B., below.
Any such disclaimer shall be:
1. a qualified disclaimer, as defined in the Internal Revenue Code
Section 2518, and
2. received by the Plan no later than 9 months after the death of
the Employee.
B. Payment to Beneficiary(s)
1. Upon the death of a Member, his entire Employee Account shall be
paid or distributed in lump sum to his spouse, if any, unless his
spouse has consented to the designation of a beneficiary or
beneficiaries, as set forth in Article XII.A above, then to the
beneficiary or beneficiaries designated by him as provided in
Article XII.A. or, in the absence of such designation to the
beneficiary or beneficiaries entitled thereto under his last will
and testament; or, in the absence of such will and testament, to
the beneficiary or beneficiaries entitled thereto under the
intestacy laws governing the disposition of his estate. If the
Trustee shall be in doubt as to the right of any beneficiary, the
Trustee may pay the amount in question to the estate of the
deceased Member, in which event the Trustee, Sentinel, and the
Benefit Board shall not be under any further liability to anyone.
2. Payment to beneficiaries shall be in accordance with the
following rules:
a. If the beneficiary is the surviving spouse of a person who
died while employed by the Company or by an Affiliated
Company or the surviving spouse of a person
XII-1
<PAGE>
who retired under the Early, Normal, or Incapacity
retirement provisions of the Retirement Plan, at a time when
he was employed by the Company or by an Affiliated Company,
said beneficiary:
(1) shall have the rights set out in Article X.A of the
Plan (deferral, Periodic Payment Options and
withdrawals), to the extent such rights are consistent
with Section 401(a)(9) of the Code, as if he were a
Member eligible for early, normal, or incapacity
retirement;
(2) shall have the rights set out in Articles VII.
(Investments) and VIII. (Charges and Credits) of the
Plan as if he were a Participant in the Plan, and
(3) must, if the beneficiary defers distribution, either
elect to begin receiving a Periodic Payment Option or
withdraw the entire Employee Account to which he is
entitled by the end of the year during which the
deceased Member from whom the Spouse Beneficiary Member
received his Employee Account, would have reached age
70 1/2.
b. If the beneficiary is a person not described in Article
XII.B.2.a. above or is a trust or other entity, a lump sum
payment of the account to which the beneficiary is entitled
shall be made upon the election of the beneficiary but no
later than 12 months following the death which caused the
designated beneficiary to be entitled to the Employee
Account.
C. Payment to Terminated Employees (Terminated Members)
Payment to former Employees who terminated employment with Sentinel
other than by Normal, Early or Incapacity Retirement under the
Retirement Plan shall be according to the provisions of Articles
D. Qualified Domestic Relations Order
The Plan will make payment from a Member's, Terminated Member's or
Retired Member's Regular and/or Before-Tax Account as required by a
qualified domestic relations order, as defined under section 414(p) of
the Code. Any amounts awarded to an Alternate Payee, prior to the
death of the Member, Terminated Member or Retired Member 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.
E. Sale of Business or Facility
1. An Employee or former Employee who has an Employee Account and
whose employment with Sentinel or an Affiliated Company is to be
terminated in connection with the sale by Sentinel
XII-2
<PAGE>
or an Affiliated Company of any business or facility (such
Employee or former Employee is hereinafter referred to as "Sale-
Terminee") may, at any time prior to termination of employment,
make an irrevocable election to have the balance of his Employee
Account paid 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. If he
so elects, the following provisions will apply, notwithstanding
anything else to the contrary in the Plan.
a. On or after the valuation date occurring as soon as is
practicable pursuant to procedures established by the
Benefit Board, after termination of the Sale-Terminee's
employment with Sentinel or an Affiliated Company, the
balance of his Employee Account shall, upon approval by the
Benefit Board, be allocated to the Fixed Income Account.
b. If the receiving plan will permit transfer of loans and the
purchaser of the business or facility agrees to make
deductions from monthly compensation of the Sale-Terminee
for loan payments, the Sale-Terminee's termination of
employment with Sentinel or an Affiliated Company shall not
cause a Declaration of Default to occur. Except as provided
in this paragraph b., the provisions of Section XI.J., "Loan
Default", will apply to such loan prior to its transfer to
the receiving plan and for the purpose of applying Section
XI.J., termination of employment or retirement from the
purchaser of the business or facility shall be considered a
termination of employment or retirement from Sentinel.
c. Payment to the trustee of the receiving plan will be made
after Sentinel receives satisfactory proof that the
requirements of Section 414(l) of the Code will be satisfied
in the transfer of assets. Payment will be based on the
value of the Employee Account as of the valuation date
occurring after Sentinel receives such proof, pursuant to
procedures established by the Benefit Board, and will be
made in cash and/or promissory notes.
d. When the Sale-Terminee's Employee Account is transferred to
the trustee of the receiving plan, the entire Employee
Account shall be transferred whether or not the Sale-
Terminee was entitled to withdraw his entire Employee
Account at the time of termination of employment with
Sentinel or an Affiliated Company.
e. After the Sale-Terminee has elected to transfer his Employee
Account and has terminated employment with Sentinel or an
Affiliated Company and prior to the transfer of his Employee
Account to the receiving plan the following rules shall
apply:
(1) The Sale-Terminee may not make partial withdrawals or
loans or sell or purchase assets but may make a full
withdrawal. Payment of a full withdrawal shall be made
in cash as of the valuation date applicable to
withdrawal requests. If a Sale-Terminee makes such a
full
XII-3
<PAGE>
withdrawal, paragraph d. of this Section XII.E. shall
not apply and he may withdraw his entire Employee
Account.
(2) If the Sale-Terminee terminates employment with the
purchaser of the business or facility, he or his
beneficiary will be entitled to his entire Employee
Account.
2. If the Sale-Terminee does not make the election described above
in Article XII.E.1., he or his beneficiary will be entitled to
his entire Employee Account following his termination with
Sentinel or an Affiliated Company solely for the reason of a sale
of any business or facility.
3. If prior to his scheduled termination of employment with Sentinel
or an Affiliated Company in connection with the sale of a
business or facility the Sale-Terminee terminates employment for
any reason other than death or disability, Article XII.E.1. and
2. shall not apply and the Sale-Terminee election to transfer
assets shall be void.
XII-4
<PAGE>
XIII. AFFILIATED COMPANIES
--------------------
A. Affiliated Company Participation
Any corporation which is an Affiliated Company of Sentinel and the
employees of which are admitted to membership in the Retirement Plan
and have satisfied the eligibility requirements of Article III. may
participate in this Plan upon the following conditions:
1. Such Affiliated Company shall make, execute, and deliver such
instruments as Sentinel and the Trustee shall deem necessary or
desirable.
2. Such Affiliated Company shall appoint Sentinel as its agent to
act for it in all transactions in which Sentinel believes such
agency will facilitate administration of the Plan; and the
Benefit Board shall act with respect to such Affiliated Company
and its employees as well as with respect to Sentinel and its
employees.
3. Any Affiliated Company may, by action of its board of directors,
withdraw from participation upon notice to Sentinel and the
Trustee, and such withdrawal shall automatically effect the
termination and liquidation of the Plan insofar as it relates to
such withdrawing Affiliated Company and its employees.
4. No modification of the Plan shall be effective in respect of any
Affiliated Company and its employees unless agreed to in writing
by such Affiliated Company in a form satisfactory to Sentinel. If
any such modification shall not be so agreed by such Affiliated
Company within 90 days, it shall be deemed to have elected to
withdraw from participation in the Plan with the effect provided
in Article XIII.A.3.
B. Affiliated Company Authority
It is the intent of this Article XIII. that the authority of each
Affiliated Company to act independently and in accordance with its own
best judgment shall not be prejudiced or diminished and at the same
time that the several Affiliated Companies may act collectively in
respect to the Trustee, the Benefit Board, and general administration
in order to secure administrative economics and maximum uniformity.
XIII-1
<PAGE>
XIV. ADMINISTRATION
--------------
A. Trustee
Sentinel and Merrill Lynch Trust Company of America, a New Jersey
Corporation, have entered into a Trust Agreement pursuant to which
said trust company is to act as Trustee under the Plan. Sentinel may,
without further reference to or action by a Member, an Employee or any
affiliate of Sentinel participating in the Plan:
1. from time to time enter into such further agreements with the
Trustee or other parties and make such amendments to said Trust
Agreement or such further agreements, as Sentinel Sentinel may
deem necessary or desirable to carry out the Plan;
2. from time to time designate successor Trustees which in each case
shall be a bank or trust company having capital and surplus of
not less than $10,000,000;
3. from time to time take such other steps and execute such other
instruments as Sentinel may deem necessary or desirable to put
the Plan into effect or to carry it out. The Board shall
determine the manner in which Sentinel shall take any such
action; and
4. from time to time by action of its Board of Directors designate
or appoint such Investment Managers as the Board deems necessary
to manage and invest any portion or all of the Plan assets and by
action of an officer of the Company who is a member of the
Benefit Board remove such Investment Managers.
B. Employee Benefit Plans Board
The Board shall create a committee of at least three members, which
shall be known as the Employee Benefit Plans Board (Plan
Administrator). The Board shall from time to time designate the
members of the Benefit Board, and for each of such members, an
alternate, who shall have the full power to act due to the absence or
inability to act of such member. The Benefit Board shall act by a
majority of its members, and the action of a majority of the Benefit
Board, with or without a meeting, shall be the action of the Benefit
Board. No bond or other security shall be required of any member of
the Benefit Board, or alternate, as such other than as may be required
by law. The general administration of the Plan and the responsibility
for carrying out the provisions of the Plan shall be placed in the
Benefit Board. The Benefit Board is authorized to allocate such of its
fiduciary responsibilities and to designate persons or groups of
persons, whether employed by the Company or otherwise, to carry out
fiduciary responsibilities under the Plan. The Trustee shall be
subject to the directions of the Benefit Board, and shall comply with
such directions, except with regard to the custody of the assets, the
voting with respect to shares held by the Trustee, and the purchase
and sale or redemption of securities which shall be Trustee
responsibilities.
C. Thrift Plan Regulations
The Benefit Board may from time to time prescribe regulations for the
administration of the Plan, provided that such regulations are
consistent with the provisions hereof. Without limiting the generality
of the foregoing, the Benefit Board may adopt such
XIV-1
<PAGE>
regulations with respect to the signature by a Member and/or the
spouse of a Member to any directions or other papers to be signed by
Employees and similar matters as the Benefit Board shall determine to
be necessary or advisable in view of the laws of any state or states.
D. Recognition of Agency for A Member
The Trustee need not recognize the agency of any party for a Member
unless it shall receive documentary evidence thereof satisfactory to
it and thereafter from time to time, as the Trustee may determine,
additional documentary evidence showing the continuance of such
agency. Until such time as the Trustee shall receive documentary
evidence satisfactory to it of the cessation or modification of any
agency, the Trustee shall be entitled to rely upon the continuance of
such agency and to deal with the agent as if such agent were the
Member.
E. Thrift Plan Audit
The independent accountants who audit the books and accounts of
Sentinel shall annually examine the records of Sentinel and the
Benefit Board in respect of the Plan and, on the basis of such
examination, make such report to the Trustee as it may request, with
copies of the report to the Board and the Benefit Board. The records
of the Trustee and (subject to such report by said independent
accountant) the records of Sentinel and the Benefit Board shall be
conclusive in respect of all matters involved in the administration of
the Plan.
F. Reporting to Plan Members
The Trustee shall, annually in or prior to the month of July of each
calendar year, mail to each Plan Member a statement as of the end of
the previous year, in such form as the Trustee shall determine,
setting forth the Employee Account of such Member based on the fair
market value of his Employee Account as of that date. Such statement
shall be deemed to have been accepted as correct unless written notice
to the contrary is received by the Trustee within 30 days after the
mailing of such statement to the Member.
G. Administrative Liability
No member of the Benefit Board or alternate and no director, officer,
or Employee of Sentinel shall be personally liable for any act or
omission to act in connection with the operation or administration of
the Plan, except for his own willful misconduct or gross negligence or
as may otherwise be provided in Section 410 of the Employee Retirement
Income Security Act of 1974 (ERISA).
H. Administrative Expense
Except as otherwise provided in Articles VI.A.2., VIII.A.2., 3., 4.
and 5., X.B.2.f., X.B.5. and X.C.1.a.(1) hereof, all costs and
expenses incurred in administering the Plan, including the expenses of
the Benefit Board, the fees and expenses of the Trustee, the fees of
its counsel, and other administrative expenses, shall be ratably
shared by Sentinel. and its affiliated companies participating in the
Plan on such basis as shall be mutually agreed upon or, failing such
agreement, as shall be determined by the Trustee.
I. Claims by Members
XIV-2
<PAGE>
The Benefit Board or its delegee shall review all claims for benefits
under the Plan which are submitted by a Member in the manner
prescribed by the Benefit Board, and shall advise such Member in
writing of any denial or partial denial of benefits based on such
claims and shall set forth the following:
1. Specific reasons for such denial or partial denial;
2. Reference to pertinent Plan provisions on which the denial or
partial denial is based; and
3. Describe any additional material or information required for
claimant to perfect his claim.
In the event of a denial or partial denial of such claim, the Member
may request the Benefit Board to review such denial or partial denial,
provided such review request is submitted to the Benefit Board within
60 calendar days after notice of the denial or partial denial is
received by the member. The Benefit Board will render a written
decision of such review to the Member within 60 calendar days
following receipt of such review request.
In carrying out their responsibilities under the Plan, the Board shall
have full and exclusive discretionary authority to interpret the terms
of the Plan and to determine all issues concerning eligibility for and
entitlement to Plan benefits in accordance with the terms of the Plan.
XIV-3
<PAGE>
XV. NOTICES AND OTHER COMMUNICATIONS
--------------------------------
A. Plan Communication to Members
All notices, reports, and statements given, made, delivered, or
transmitted to a Plan Member shall be deemed duly given, made,
delivered, or transmitted when mailed, by such class of mail as the
Trustee or the Benefit Board may deem appropriate, with postage
prepaid and addressed to the Member at the address last appearing on
the books of the Trustee. A Member may change his address from time to
time by written notice in the form prescribed by the Benefit Board.
B. Member Communications to the Plan
Written directions, notices, and other communications, from Plan
Members, to Sentinel, the Trustee, or the Benefit Board shall be
mailed by first-class mail or delivered to such location as shall be
specified in regulations or upon the forms or in the manner prescribed
by the Benefit Board and shall be deemed to have been given when
received at such location.
C. Third Party Communication to the Plan
Any notice or communication, other than from a Member, intended for
Sentinel, one of its affiliates participating in the Plan, the
Trustee, or the Benefit Board, may be delivered to an officer of the
corporation for whom such notice or communication is intended or to a
member of the Benefit Board, as the case may be, at the address
hereinafter specified of the party intended, or may be mailed by
first-class registered mail, with postage prepaid and addressed to
such party at such address. Any such notice so mailed will be deemed
to have been given on the day when received. All such notices and
communications shall be addressed,
1. if intended for Sentinel or the Benefit Board, to:
Employee Benefit Plans Board
Sentinel Transportation Company
Read Building -- Suite 101
3526 Silverside Lane
Wilmington, DE 19890
2. if intended for an affiliate of Sentinel participating in the
Plan, to the principal place of business of such affiliate, or;
3. if intended for the Trustee, to:
Merrill Lynch Trust Company of America
33 West Monroe Street
Suite 2550
Chicago, Illinois 60603
XV-1
<PAGE>
Sentinel, its affiliates participating in the Plan, the Trustee,
or the Benefit Board may change the address to which notices and
other communications intended for it shall be addressed by
written notice of such change to the Trustee, in which event the
Trustee shall advise all parties concerned of the change in such
manner as the Trustee may deem appropriate.
XV-2
<PAGE>
XVI. NONASSIGNABILITY
----------------
A. Assignments
No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber, of charge the same shall be
void, nor shall any such benefit be in any manner liable for or
subject to the debts, contracts, liabilities, engagements, or torts of
the person entitled to such benefit.
XVI-1
<PAGE>
XVII. TERMS OF EMPLOYMENT UNAFFECTED
------------------------------
Participation in the Plan by an Employee shall in no way affect any of
Sentinel's rights to assign such Employee to a different job or
position; to change his title, authority, duties, or rate of
compensation; or to terminate his employment.
XVII-1
<PAGE>
XVIII. CONSTRUCTION
------------
The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware. Any interpretation of the Plan by the
Benefit Board shall be conclusive and may be relied upon by the
Trustee and all parties in interest.
XVIII-1
<PAGE>
XIX. MODIFICATION AND TERMINATION
----------------------------
A. Method of Modification
Sentinel, by action of its Board, or by action of the Employee Benefit
Plans Board as directed by the Board, may modify Chapter 1 of the Plan
at any time and from time to time or may at any time terminate such
Chapter. Any such modification or termination shall be effective at
such date as the Board may determine but not earlier than the date on
which Sentinel shall have given notice of such modification or
termination to the Trustee and may be effective as to all affiliates
of Sentinel, or as to one or more of them, and their respective
employees. The Trustee shall promptly give notice of any such
modification or termination to all affiliates of Sentinel affected
thereby and their respective employees. A modification which affects
the rights or duties of the Trustee may be made only with the consent
of the Trustee. A modification may affect Employees participating in
the Plan at the time thereof as well as future participants but may
not diminish the account of any Employee as of the effective date of
such modification.
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.
The procedure for amending this Plan shall be by written action
adopting the new or amended Plan language, indicating the effective
date of the change, and signed by the members of the Board of
Directors or its delegee. The procedure for delegation of the
authority to amend the Plan shall be by written delegation naming the
title(s) of the delegee(s), giving the effective date of the
delegation, and signed by the Board of Directors or its delegee(s).
B. Rights of Members As A Result of Modification
In the event that any modification of Chapter 1 of the Plan shall
adversely affect the rights of any Employee participating therein as
to the use of or withdrawal from his account, such Employee, for a
period of 90 days after the effective date of such modification, shall
have the option, to be exercised by written notice to the Trustee in
form prescribed by the Benefit Board (a copy of which form of notice
shall accompany the notice of modification), to withdraw his entire
vested Employee Account as of the effective date of such modification,
in which event, he shall be ineligible for participation in the Plan,
as so modified, for a period of 6 full months from such effective
date.
XIX-1
<PAGE>
C. Merger, Transfer or Consolidation of Plan
Sentinel, by action of its Board, may at any time, and for any reason,
merge, consolidate, or transfer assets and liabilities to another
plan, provided that if such merger, consolidation or transfer, or
assets and liabilities, occurs after September 2, 1974, each
Participant in the Plan would (if the Plan then terminated) receive a
benefit immediately after such merger, consolidation, or transfer of
assets and liabilities, which is equal to or greater than the benefit
to which he would have been entitled to receive immediately before the
merger, consolidation, or transfer (if the Plan had then terminated).
XIX-2
<PAGE>
XX. EFFECTIVE DATE
--------------
A. Board of Directors' Approval
Chapter 1 of the Plan shall not go into effect unless the Board shall
duly vote to do so. The Board shall require that before Chapter 1 of
the Plan goes into effect,
1. rulings with respect to Chapter 1 of the Plan, which are
satisfactory to the Chairman of the Board of Sentinel or to any
other officer thereof designated by the Chairman or by the Board,
shall be obtained under the Internal Revenue Code, Securities Act
of 1933, Exchange Act of 1934, and any other applicable
legislation;
2. all other legal requirements pertaining to Chapter 1 of the Plan
shall be complied with; and
3. all other steps necessary for the operation of Chapter 1 of the
Plan shall be taken.
B. Trustee Certification
Chapter 1 of the Plan shall go into effect on or after such date as
may be fixed by the Board upon certification to the Trustee as
follows:
Certification by the Secretary or an Assistant Secretary of Sentinel
of duly adopted resolutions of the Board directing that such Chapter
of the Plan go into effect and fixing the date on or after which such
Chapter of the Plan may become effective;
Such certifications may be given, and Chapter 1 of the Plan may go
into effect as aforesaid from time to time with respect to one or more
of Sentinel's affiliates and/or with respect to employees located in
one or more particular states. Such certifications may be withheld
with respect to employees located in any state or states if, in the
judgment of the Benefit Board, compliance with the laws of such state
or states would involve disproportionate inconvenience and expense to
Sentinel.
C. Any Employee who is now or may hereafter become a member of the Plan
who is or becomes subject to Chapter 2 thereof may become a member
subject to the provisions of Chapter 1, provided that the union by
whom he is represented shall have, by proper and legal negotiation
with such Employee's employer, adopted the provisions of Chapter 1 by
contract with such employer. All Employees subject to Chapter 2 hereof
shall be given the opportunity to become members subject to Chapter 1,
provided, however, that no such Employee, nor the Union by whom he is
represented, shall be given the opportunity to adopt the provisions of
Chapter 1 of the Plan prior to the effective date of Chapter 1 of the
Plan nor prior to the termination date of the Union negotiated
contract to which such Employee is subject as of the effective date of
Chapter 1 of the Plan (or as otherwise provided in such contract).
XX-1
<PAGE>
XXI. 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 416(g) of the Code, for any Plan Year, this Article will apply
for such Plan Year, any provisions to the contrary notwithstanding.
A. Minimum Vesting
Each Participant shall have a nonforfeitable right to a percentage of
his accrued benefit derived from Company Contributions, as determined
in accordance with the following table:
Years of Nonforfeitable
Service 0 Percentage
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
Periods of service disregarded under Article II.VV.2.b shall be
disregarded for purposes of the preceding sentence. This Article XXI.A
shall not apply if the Participant's nonforfeitable percentage of
accrued benefit derived from Company Contributions would be greater if
determined under Article II.VV. A Participant during any Plan Year in
which the Plan is determined to be top-heavy who has completed three
years of service, as determined pursuant to applicable Treasury
Regulations, may irrevocably elect to have this Article XXI.A apply to
all subsequent Plan Years in which the Plan is not top-heavy.
B. Minimum Contributions
1. Contributions by Sentinel, including Before Tax Savings under the
Plan, in aggregation with all Defined Contribution Plans required
to be aggregated under Code Section 416(g)(2)(A)(i), on behalf of
each Participant who has not separated from service at end of the
Plan Year and is a non-key Employee, shall not be less than 3
percent of his Defined Compensation.
2. Notwithstanding Article XXI.B.1, no minimum contribution shall be
required for any Participant who receives the minimum benefit
under a Defined Benefit Plan of the Corporate Employer that is
determined to be top-heavy for a year ending in a Plan Year for
which the Plan is determined to be top-heavy.
C. Effect on Limitation on Annual Additions
For any Plan Year in which the Plan is top-heavy, the combined
limitation described in Article VI.A.2. shall be applied by
substituting "1.0" for "1.25" wherever it appears in Article II.M. and
P.
D. Definitions - For purposes of these top-heavy provisions, the
following definitions shall apply:
(a) Key Employee shall mean any Employee or former Employee (and the
beneficiaries of such Employee) who at any time during the
determination period was an officer of the employer if such
individual's annual compensation exceeds 50 percent of
XXI-1
<PAGE>
the dollar limitation under section 415(b)(1)(A) of the Code, an
owner (or considered an owner under section 318 of the Code) of
one of the ten largest interests in the employer if such
individual's compensation exceeds 100 percent of the dollar
limitation under section 415(c)(1)(A) of the Code, a 5 percent
owner of the employer, or a 1-percent owner of the employer who
has an annual compensation of more than $150,000. Compensation
shall mean compensation as defined in section 415(c)(3) of the
Code but specifically including amounts contributed by the
employer pursuant to a salary reduction agreement.
(b) Top-heavy Ratio: The Top-heavy Ratio for any Required or
Permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the present value of accrued
benefits under the aggregate Defined Benefit Plan or plans for
all Key Employees, as of the Determination Date(s) (including any
part of any accrued benefit distributed in the 5-year period
ending on the Determination Date(s)) and the sum of account
balances under the aggregated Defined Contribution Plan or plans
for all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of the present value of accrued
benefits under the Defined Benefit Plan or plans for all
participants, as of the Determination Date(s) (including any part
of any accrued benefit distributed in the 5-year period ending on
the Determination Date(s)) and the account balances under the
aggregated Defined Contribution Plan or Plans for all
participants as of the Determination Date(s), all determined in
accordance with section 416 of the Code and the regulations
thereunder. The account balances under a Defined Contribution
Plan in both the numerator and denominator of the Top-heavy Ratio
are increased for any distribution of an account balance made in
the 5-year period ending on the Determination Date.
The value of account balances and the present value of accrued
benefits will be determined as of the most recent Valuation Date
that falls within or ends with the 12-month period ending on the
Determination Date, except as provided in section 416 of the Code
and the regulations thereunder for the first and second plan
years of a Defined Benefit Plan. The account balances and
accrued benefits of a Participant (1) who is not a Key Employee
but who was a Key Employee in a prior year, or (2) who has not
been credited with at least one Hour of Service with any employer
maintaining the Plan at any time during the 5-year period ending
on the Determination Date will be disregarded. The calculation
of the Top-heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made in
accordance with section 416 of the Code and the regulations
thereunder. Deductible employee contributions, if any, will not
be taken into account for purposes of computing the Top-heavy
Ratio. When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all Defined Benefit Plans
maintained by the employer, or (b) if there is no such method, as
if such benefit accrued not more rapidly
XXI-2
<PAGE>
than the slowest accrual rate permitted under the fractional rule
of section 411(b)(1)(C) of the Code.
(c) Aggregation group: A Required Aggregation Group is (1) each
qualified plan of the employer in which at least one Key Employee
participates or participated at any time during the determination
period (regardless of whether the plan has terminated), and (2)
any other qualified plan of the employer which enables a plan
described in (1) to meet the requirements of sections 401(a)(4)
or 410 of the Code. A Permissive Aggregation Group is the
Required Aggregation Group of plans plus any other plan or plans
of the employer which, when considered as a group with the
Required Aggregation Group, would continue to satisfy the
requirements of sections 401(a)(4) and 410 of the Code.
(d) Determination Date. The determination date for any Plan Year
shall be December 31 of the preceding Plan Year.
(e) Valuation Date. The valuation date applicable to the
determination date for any Plan Year shall be December 31 of the
preceding Plan Year.
(f) Top-heavy Plan. This Plan is a Top-heavy plan if any of the
following conditions exist:
(i) If the Top-heavy Ratio for this Plan exceeds 60 percent
and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans.
(ii) If this Plan is a part of a Required Aggregation Group of
plans but not part of a Permissive Aggregation Group and
the Top-heavy Ratio for the group of plans exceeds 60
percent.
(iii) If this Plan is a part of a Required Aggregation Group and
part of a Permissive Aggregation Group of plans and the
Top-heavy Ratio for the Permissive Aggregation Group
exceeds 60 percent.
XXI-3
<PAGE>
XXII. QUALIFIED DOMESTIC RELATIONS ORDERS
Notwithstanding other provisions of the Plan which restrict payments from
the Plan to a non-Member, the Trustee may, upon receipt of a qualified
domestic relations order, make payments from the Plan to persons other
than the Member.
A. Status of a Qualified Domestic Relations Order
A domestic relations order will not be deemed to be a qualified
domestic relations order if it requires action by the Plan that does
not relate to child support, alimony payments, or marital property
rights, and does not conform to other requirements established by
the Benefit Board, which requirements shall comply with Code Section
414(p).
B. Distribution of Before Tax Account Funds
Distribution of Before Tax Account funds to an alternate payee
pursuant to a Qualified Domestic Relations Order shall not be
subject to the restrictions on withdrawal of Before Tax Account
funds described in Articles X.B.3. and X.C.2. of the Plan.
XXII-1
<PAGE>
XXIII ROLLOVERS AND TRUST TO TRUST TRANSFERS
--------------------------------------
A. Subject to the requirements of the Code, the Plan and the Trustee
may accept for:
1. A Member who, while employed by the Company or an Affiliated
Company, has taken, after December 31, 1992, normal, early
or incapacity retirement pursuant to Section 4.(2)(a), (b),
or (c) or Section 23.(4)(a), (b) or (c) of the Retirement
Plan or a Spouse Beneficiary Member, a Participant and an
Employee, who would be eligible to be a Participant, except
that he has not yet satisfied the requirements of Article
III.A.2., 3. or 4. of the Plan , while employed by the
Company, a rollover or trust to trust transfer of assets
received from a defined contribution or defined benefit plan
or assets received from an individual retirement account, as
described in Code Section 408(d)(3)(A)(ii).
2. A Member with an Employee Account who was employed by the
Company in connection with the acquisition of a business or
facility by the Company, while employed by the Company, a
trust-to-trust transfer of assets in cash from the trustees
of a qualified defined contribution plan, as provided for in
an agreement between the Company, and the Seller of the
business or facility maintaining or contributing to the plan
from which the assets are to received. The cash received
will be deposited in the Fixed Income Account Fund (Option
B.) and allocated to each Employee Account based on the
value of a unit on the day in which the transfer takes
place. Any and all assets so transferred will not be
eligible for matching Company contributions under Article
V.A.
Service with the seller by an Employee may be recognized for
purposes of eligibility in this Plan; participation in the
seller's plan by an Employee who enrolls in this Plan and
whose entire account assets are transferred to this Plan,
may be recognized for purposes of vesting in future benefits
accrued under this Plan. All assets of an Employee
transferred to this Plan pursuant to Article XXIII.4. shall
be immediately vested.
Any assets transferred or rolled over must be in the form of
cash and/or DuPont common stock. Any assets rolled over
must be rolled over as provided in Code Section 402(a)(b)
and must have been received by the Member or a Spouse
Beneficiary Member in a qualified distribution from a
qualified defined contribution plan, a qualified defined
benefit plan or an individual retirement account as
described in Code Section 408(d)(3)(A)(ii). Only taxable
amounts may be rolled over under this Article XXIII. The
cash received will be allocated to the Investment Options
set forth in Article VII.C. of the Plan pursuant to the
administrative rules adopted by the Plan Administrator. The
DuPont common stock received will be allocated to Option A.
of Article VII.C. of the Plan and shall remain there until
it may be transferred to the Investment Options set forth in
Article VII of the Plan pursuant to the administrative rules
adopted by the Plan Administrator.
B. This Article XXIII.B. applies to distributions made on or after
January 1, 1993.
XXIII-1
<PAGE>
1. Notwithstanding any provision of this Plan to the contrary that
would otherwise limit a distributee's election under this Article
XXIII.B., a distributee may elect, at any time and in the manner
prescribed by the Benefit Board, to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
2. Definitions
a. An eligible rollover distribution is any distribution of all
or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution
does not include:
i. any distribution that is one of a series of
substantially equal periodic payments made (not less
frequently than annually) for the life (or life
expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and
distributee's designated beneficiary, or for a period
of ten years or more;
ii. any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and
iii. the portion of any distribution that is not includible
in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities).
b. An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an annuity
plan described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code that accepts
the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
c. A distributee includes an employee or a former employee (who
became a Member of the Plan). In addition, the employee's
or former employee's surviving spouse and the employee's or
former employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order
as defined in Section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse.
d. A direct rollover is a payment by this Plan to the eligible
retirement plan specified by the distributee.
XXIII-2
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF SENTINEL
-------------------------------------
CHAPTER 2
---------
Those union-represented employees covered by a negotiated contract shall have
the provisions of Chapter 1, applicable to those nonrepresented employees,
except those unions listed on the appendices that follow shall not have the
provisions of Chapter 1, so described for such appendices, applicable to their
union-represented employees.
Appendix I : Employees excluded from participation in Chapter 1
Employees represented by a negotiated contract with the Teamsters at the
following locations:
Richmond, Virginia
Parkersburg, West Virginia
Louisville, Kentucky
Chattanooga, Tennessee
Appendix D-i
<PAGE>
PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
SENTINEL TRANSPORTATION COMPANY
WHEREAS, the Board of Directors of Sentinel Transportation Company (the
"Company") adopted the Thrift Plan for Employees of Sentinel Transportation
Company (the "Plan"), effective January 1, 1996, for its eligible employees;
and
WHEREAS, Sentinel has determined that it is in the best interest of
participants in the Plan to amend the Plan to eliminate the one year of service
requirement for eligibility to participate in the Plan and to make other changes
to implement the provisions of the Small Business Job Protection Act and reflect
corporate affiliation changes since the original adoption of the Plan:
NOW, THEREFORE, BE IT
RESOLVED, that Amendment No. 1 to the Plan is adopted in the form attached
hereto; and
FURTHER RESOLVED, that the President of the Company or his delegate is
hereby authorized and directed to take all actions necessary or desirable to
implement such Amendment No. 1, including but not limited to submitting the Plan
as amended to the Internal Revenue Service for a favorable ruling on the Plan's
tax qualified status.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
RULES AND REGULATIONS
(Effective January 1, 1996)
AMENDMENT NO. 1
---------------
The Thrift Plan for Employees of Sentinel Transportation Company Rules and
Regulations (Effective January 1, 1996) (the "Plan") is amended as follows:
1. Effective January 1, 1996, Article II of the Plan is amended by deleting
Section C. in its entirety and replacing it with the following:
"C. `Basic Deposits' shall mean all deposits made by a Participant to
his Employee Account pursuant to Article IV.A."
2. Effective January 1, 1997, Article II of the Plan is amended by deleting
the third paragraph of Section I.
3. Effective January 1, 1997, Article II of the Plan is amended by deleting
Section W. in its entirety and replacing it with the following:
"W. A `Highly Compensated' Employee shall mean an Employee who
1. was a five percent (5%) owner (as defined in Section 416(i)(1)
of the Code) of Sentinel during the Plan Year in question or the
preceding Plan Year, or
2. for the preceding Plan Year, received compensation in excess
of $80,000 and was in the top-paid group of employees (as defined
in Section 414(q) of the Code).
This definition shall be applied in accordance with Section 414(q) of
the Code. The $80,000 amount shall be adjusted automatically if and to
the extent the corresponding amount applicable under Section 414(q) of
the Code is adjusted by the Secretary of the Treasury."
4. Effective January 1, 1996, Article II of the Plan is amended to clarify
the correct name of the retirement plan covering Sentinel employees by deleting
Section OO. in its entirety and replacing it with the following:
"OO. `Retirement Plan' shall mean the E. I. DuPont de Nemours and
Company Pension and Retirement Plan, as applicable to Employees of
Sentinel Transportation Company."
5. Effective March 1, 1999, Article III of the Plan is amended by deleting
Section A. in its entirety and replacing it with the following:
"A. Eligibility Requirements
Each Employee is eligible to participate in the Plan."
<PAGE>
6. Effective March 1, 1999, Article III of the Plan is amended by deleting
paragraph 1. of Section B. in its entirety and replacing it with the following:
"1. An Employee may commence his participation on the first day of the
second calendar month following his date of hire as an Employee, or as
of the first day of any subsequent calendar month, provided he files
with the Benefit Board or its delegate a notice of his election to
become a Participant in the Plan, such notice to be in the manner
prescribed by the Benefit Board, provided that no Employee who is on a
Sentinel approved leave of absence or is otherwise absent from work
may become a Participant in the Plan until the day of his return from
such absence. Commencement of participation in the Plan by an eligible
Employee shall be accomplished by his election to make deposits as
hereinafter provided."
7. Effective January 1, 1997, Article IV.C.2. of the Plan is amended by
deleting subparagraph a. in its entirety and replacing it with the following:
"Determination of the amount of Excess Contributions for a Highly
Compensated Participant shall be made reducing the salary deferrals of
the Highly Compensated Participants, in order of dollar amount of
deferral beginning with the highest dollar amount of deferral, to the
extent necessary to satisfy the actual deferral percentage ("ADP")
test. The amount of Excess Contributions for a Highly Compensated
Participant will be equal to the total of elective contributions taken
into account for the ADP test minus the product of the employee's
reduced actual deferral ratio ("ADR") as determined above and the
employee's compensation."
8. Effective January 1, 1997, Article IV.C.2. of the Plan is amended by
deleting subparagraph c. in its entirety and renumbering the following
subparagraphs accordingly.
9. Effective January 1, 1999, all references to the "Fixed Income Fund" shall
be replaced with references to the "Stable Value Fund."
10. Effective January 1, 1999, Article VII is amended by deleting paragraph 3.
of section F. in its entirety and replacing it with the following:
"The assets of the Stable Value fund and the Three-Way Asset
Allocation Fund under this Plan may be held by the Trustee in trust in
common with funds of the same name under tax-qualified employee
benefit plans sponsored by an affiliate of Sentinel. In such case, the
Trustee shall be under no duty to earmark or keep separate the assets
of such commingled funds and a determination on the valuation date of
the value of such funds under this Plan shall be determined in
conjunction with the corresponding determinations made under such
other plans as though such funds under this Plan and the corresponding
funds under such other plans were one fund for this purposes. The
Trustee shall, however, maintain a separate account reflecting the
equitable share in the assets of the Stable Value Fund and the Three-
Way asset Allocation Fund under this Plan and the corresponding funds
in such other plans. Sentinel may, at any time, direct the Trustee to
segregate and withdraw the equitable share in such assets of the
Stable Value Fund and the Three-Way Asset Allocation Fund of this
Plan. The Trustee's valuation of assets for the purpose of such
withdrawals shall be conclusive."
<PAGE>
11. Effective January 1, 1999, Article X.B.1. is amended by replacing the
references to `$3,500" with references to "5,000."
12. Effective January 1, 1996, Article XIV is amended by adding a new Section
J. to read as follows:
"Military Service
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will
be provided in accordance with Section 414(u) of the Code."
<PAGE>
PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
SENTINEL TRANSPORTATION COMPANY
WHEREAS, the Board of Directors of Sentinel Transportation Company (the
"Company") adopted the Thrift Plan for Employees of Sentinel Transportation
Company (the "Plan"), effective January 1, 1996, for its eligible employees;
and
WHEREAS, the Board of Directors, or its delegate, is authorized under
Section XIX.A. to amend the Plan at any time; and
WHEREAS, the Board of Directors is authorized under Section XIV.A.4. to
appoint such investment managers to manage any or all assets of the Plan; and
WHEREAS, the Board of Directors wishes to amend the Plan to permit
participants in the Plan to direct a portion of their Plan accounts to be
invested in shares of Class B common stock of Conoco Inc. acquired as a result
of the tender offer of such shares; and
WHEREAS, the Board of Directors wishes to appoint DuPont Capital Management
Company ("DCMC") as investment manager to manage the Stable Value Fund assets
held under the Plan, subject to execution of an investment management agreement
between the Company and DCMC, and to authorize the Employee Benefit Plans Board
to enter into an investment management agreement with DCMC; and
WHEREAS, the Board of Directors wishes to amend the Plan to permit an
investment manager appointed under the Plan to appoint additional investment
managers to manage all or a part of the assets for which the original investment
manager holds authority.
NOW, THEREFORE, BE IT
RESOLVED, that Amendment No. 2 to the Plan is adopted in the form attached
hereto; and
FURTHER RESOLVED, that DCMC is appointed investment manager of the Stable
Value Fund of the Plan, subject to execution of an investment management
agreement between the Company and DCMC, and DCMC is hereby authorized, to the
extent consistent with the terms of such investment management agreement, to
appoint additional investment managers to manage all or part of the assets for
which investment management authority is delegated to DCMC under the terms of
such investment management agreement; and
FURTHER RESOLVED, that the Employee Benefit Plans Board, by action of any
one of its members, is hereby authorized to enter into an investment management
agreement with DCMC; and
FURTHER RESOLVED, that the President of the Company or his delegate is
hereby authorized and directed to take all actions necessary or desirable to
implement such Amendment No. 2, including but not limited to submitting the Plan
as amended to the Internal Revenue Service for a favorable ruling on the Plan's
tax qualified status and executing any amendment requested by the Internal
Revenue Service as a condition of issuing such favorable ruling.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
RULES AND REGULATIONS
(Effective January 1, 1996)
AMENDMENT NO. 2
---------------
The Thrift Plan for Employees of Sentinel Transportation Company Rules and
Regulations (Effective January 1, 1996) (the "Plan") is amended as follows:
1. Effective August 1, 1999, Article VII of the Plan is amended by deleting
Section C. in its entirety and replacing it with the following:
"C. Investment Option Funds
The Trustee shall provide for the following Investment Option Funds
for Plan Members.
1. Option A: DuPont Stock Fund
Amounts deposited in Option A shall be invested in shares of
common stock of E. I. du Pont de Nemours and Company. Such
purchases shall be made in the open market, or from DuPont if it
shall have made treasury or authorized but unissued shares
available for such purchases, in which event 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 DuPont.
2. Option B: Stable Value Fund
Amounts invested in the Stable Value Fund shall be invested so as
to preserve principal and to pay a stable rate of return over
time. Amounts deposited in the Stable Value Fund shall be
delivered to the Trustee and invested as designated by the
Company, or its delegee or a designated Investment Manager chosen
by the Company, pursuant to arrangements with one or more
entities, including, but not limited to, insurance companies,
banks and other investment organizations and/or Investment
Managers, the object of which is to preserve principal and
provide a stable rate of return. In addition, a portion of the
Stable Value fund shall be invested in short-term fund(s) so as
to provide sufficient liquidity to accommodate daily trading
activity.
3. Option C: Mutual Funds and Other Equity Investment Vehicles
Amounts deposited in Fund C shall be invested, as directed by
Members, in one or more mutual funds or other equity investment
vehicles designated by the Company.
4. Option D: Asset Allocation Funds
Amounts deposited in Fund E shall be invested in an asset
allocation fund consisting of a portfolio diversified among the
stock, bond, and cash sectors of the securities marketplace, or
in an asset allocation portfolio diversified among
<PAGE>
the Plan's Stable Value Fund and one or more equity investment
vehicles. Assets in Fund D are transferred among these sectors in
such manner and to such extent as the fund manager of the
applicable asset allocation fund shall select.
5. Option E: Loan Account Fund
Amounts transferred to Fund L from the other funds shall be
loaned to Members.
6. Option F: Conoco Class B Stock Fund
Amounts deposited in Fund F shall be invested in shares of Class
B stock of Conoco Inc., provided, however, that Fund F shall be
offered as an investment option under the Plan only upon the
effective date of the one-time initial tender offer of Class B
stock of Conoco Inc., and no amounts may be invested in Fund F
other than as a result of such initial tender offer (or as
transferred from another tax-qualified plan, as otherwise
permitted under the Plan). If the tender offer does not occur,
this Section 6 shall not become effective. Notwithstanding any
other provision of this Plan to the contrary, an accountholder
may authorize the transfer of all or part of the value of his
account invested in Fund F into any other investment fund
available under the Plan, but may not authorize any transfer into
Fund F other than as a result of the tender offer. Dividends
paid with respect to shares of Class B stock of Conoco Inc. shall
not be invested in Fund F, but shall instead be invested
according to an accountholder's current investment directions.
Fund F shall be treated as an investment fund other than Fund E
for determining availability of loans and withdrawals and for all
other purposes as appropriate under this Plan."
2. Effective August 1, 1999, Article VII.F. of the Plan is amended by deleting
paragraphs 1. and 2. in their entirety and replacing them with the following:
" 1. Each accountholder shall be entitled to direct the Trustee as to the
manner in which voting rights with respect to the shares or units
represented by the accountholder's Employee Account invested in each
Investment Option are to be exercised. The Trustee shall vote the number of
shares or units in accordance with such instructions. Any such instructions
with respect to shares of common stock of E. I. du Pont de Nemours and
Company held in Option A shall remain in the strict confidence of the
Trustee. Except with respect to shares of common stock of E. I. du Pont de
Nemours and Company held in Option A, if an accountholder does not return
proper voting instructions in a timely manner, such inaction shall be deemed
an election not to vote such shares or to vote such shares as the default
option described on the proxy voting instructions, as applicable.
2. Each accountholder shall be entitled to direct the Trustee as to whether
to exercise a tender or exchange offer with respect to any shares of common
stock of E. I. du Pont de Nemours and Company held in Option A. The Trustee
shall tender or exchange such shares in accordance with such instructions.
Any such instructions with respect to shares of common stock of E. I. du
Pont de Nemours and Company held in Option A shall remain in the strict
confidence of the Trustee. If an accountholder does not return proper tender
or exchange instructions to the Trustee in a timely manner, such inaction by
the accountholder shall be deemed a decision not to tender or exchange, and
the Trustee shall not tender or exchange shares credited to such
accountholder's account."
3. Effective October 1, 1998, Article VIII.A. of the Plan is amended by
deleting paragraph 4. in its entirety and replacing it with the following:
<PAGE>
"The share price of any mutual fund or other equity investment vehicle
purchased under Option C. shall be the net asset value calculated by
Merrill Lynch Asset Management, or the applicable fund manager, determined
on each New York Stock Exchange business day. Such net asset value shall
include the costs and charges used by such manager to establish the net
asset value."
4. Effective October 1, 1998, Article VIII.A. of the Plan is amended to reflect
the name change of Wells Fargo Nikko Investment Advisors to Barclays Global
Investors and to add reference to additional manager by deleting paragraph 5. in
its entirety and replacing it with the following:
"The unit value of units purchased under Option D. shall be calculated by
Barclays Global Investors, or Merrill Lynch Asset Management, or such other
manager, as applicable, each business day. Such unit value shall include
all costs and charges used by such manager to establish that value."
5. Effective August 1, 1999, Article XIV.A. of the Plan is amended by deleting
paragraph 4 in its entirety and replacing it with the following:
"4. from time to time by action of its Board of Directors designate or
appoint such Investment Managers as the Board deems necessary to manage and
invest any portion or all of the Plan assets, and to delegate to such
Investment Managers the power and authority to delegate to and enter into
agreements with such additional Investment Managers as such original
Investment Managers deem necessary or appropriate to manage all or part of
the assets for which such original Investment Manager has been delegated
management or investment authority, and by action of an officer of the
Company who is a member of the Benefit Board remove such Investment
Managers."
6. Effective August 1, 1999, Article XIV.B. of the Plan is amended by deleting
the last sentence thereof and replacing it with the following:
" The Trustee shall be subject to the directions of the Benefit Board, or a
designated Investment Manager, and shall comply with such directions,
except with regard to voting with respect to shares held by the Trustee and
the purchase and sale or redemption of securities which shall be Trustee
responsibilities."
<PAGE>
PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
SENTINEL TRANSPORTATION COMPANY
WHEREAS, the Board of Directors of Sentinel Transportation Company (the
"Company") adopted the Thrift Plan for Employees of Sentinel Transportation
Company (the "Plan"), effective January 1, 1996, for its eligible employees; and
WHEREAS, the Board of Directors, or its delegate, is authorized under
Section XIX.A. to amend the Plan at any time; and
WHEREAS, the Board of Directors wishes to amend the Plan as requested by
the Internal Revenue Service as a condition of issuing a favorable determination
letter on the Plan's tax-qualified status.
NOW, THEREFORE, BE IT
RESOLVED, that Amendment No. 3 to the Plan is adopted in the form attached
hereto; and
FURTHER RESOLVED, that the President of the Company or his delegate is
hereby authorized and directed to take all actions necessary or desirable to
implement such Amendment No. 3.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
RULES AND REGULATIONS
(Effective January 1, 1996)
AMENDMENT NO. 3
---------------
The Thrift Plan for Employees of Sentinel Transportation Company Rules and
Regulations (Effective January 1, 1996) (the "Plan") is amended as follows:
1. Effective January 1, 1997, Article IV.C.2. of the Plan is amended by
deleting the initial introductory paragraph and subparagraphs a. and b. in their
entirety and replacing them with the following:
"If it is determined after the close of a Plan Year that participation by
Highly Compensated Participants has exceeded the discrimination standards
of Code sections 401(k) ("Excess Contributions") or 401(m) ("Excess
Aggregate Contributions"), the amount of the Excess Contributions or Excess
Aggregate Contributions shall be refunded to the Highly Compensated
Participants in accordance with the following rules. Excess Contributions
and Excess Aggregate Contributions shall be determined by comparing actual
deferral and actual contribution ratios of Highly Compensated Participants
against ratios for non-Highly Compensated Participants for each current
plan year (rather than for the prior plan year).
a. Correction of Excess Contributions shall be made by reducing the salary
deferrals of the Highly Compensated Participants, in order of dollar amount
of deferral beginning with the highest dollar amount of deferral, to the
extent necessary to satisfy the actual deferral percentage ("ADP") test.
The amount of Excess Contributions for a Highly Compensated Participant
will be equal to the total of elective contributions taken into account for
the ADP test minus the product of the employee's reduced actual deferral
ratio ("ADR") as determined above and the employee's compensation.
b. Correction of Excess Aggregate Contributions shall be made by reducing
the salary deferrals of the Highly Compensated Participants, in order of
dollar amount of Company matching contributions and Employee after-tax
contributions beginning with the highest dollar amount of matching
contributions and Employee after-tax contributions, to the extent necessary
to satisfy the actual contribution percentage ("ADP") test. The amount of
Excess Aggregate Contributions for a Highly Compensated Participant will be
equal to the total of Company matching contributions and Employee after-tax
contributions taken into account for the ACP test minus the product of the
employee's reduced actual contribution ratio ("ACR") as determined above
and the employee's compensation."
2. Effective January 1, 1997, Article II of the Plan is amended by deleting
Section W. in its entirety and replacing it with the following:
"W. A `Highly Compensated' Employee shall mean an Employee who
1. was a five percent (5%) owner (as defined in Section 416(i)(1)
of the Code) of the Corporate Employer during the Plan Year in
question or the preceding Plan Year, or
2. for the preceding Plan Year, received compensation in excess of
$80,000 and was in the top-paid group of employees (as defined in
Section 414(q) of the Code) of the Corporate Employer.
<PAGE>
This definition shall be applied in accordance with Section 414(q) of the
Code. Compensation for purposes of this definition shall mean "Defined
Compensation" but including salary deferrals under Code sections 125 and
401(k). The $80,000 amount shall be adjusted automatically if and to the
extent the corresponding amount applicable under Section 414(q) of the Code
is adjusted by the Secretary of the Treasury."
3. Effective January 1, 1996, Article II of the Plan is amended by deleting
Section VV. in its entirety and replacing it with the following:
"VV. "'Vesting (vested)' shall mean the nonforfeitable right of a
Participant in the Plan to his total Regular Account, which shall be
acquired only on the earlier of:
1. Five years of participation since the most recent date of enrollment in
the Plan, a year of participation being defined as twelve consecutive
months during which a non-vested Participant maintains a positive
account balance or makes at least one monthly contribution, except that
the fifth year of participation shall be deemed a year of participation
upon the first day of the fifth month of the 12 month period; or
2. Five years of service, any such year commencing upon the Employee's
Employment Date, and anniversary date thereof (or, if applicable,
Reemployment Date and anniversary date thereof), during which an
Employee completes 1,000 or more hours of service with the Corporate
Employer; provided that service subsequent to five consecutive One-Year
Breaks-in-Service shall not count toward vesting a Participant's
Employee Account which accumulated prior to such five One-Year
Breaks-in-Service; or
3. Attainment of age 65, which is the Normal Retirement Date under this
Plan.
A Member shall be vested in his Before-Tax Account and in that portion of
his Regular Account derived from his Employee Contributions at all times.
The portion of a Member's Regular Account derived from his Employee
Contributions is his Basic Deposits and Supplemental Deposits and all
income, gains and losses attributable thereto.
If a Member is Vested when he ceases to be an Employee, he shall be Vested
upon becoming an Employee again thereafter. If a Member is not Vested when
he ceases to be an Employee, and he becomes an Employee again thereafter,
his prebreak service shall be disregarded in determining the Vesting of his
post-break account only if the number of consecutive One-Year Breaks in
Service equals or exceeds the greater of five or the aggregate number of
the Member's years of service prior to the break in service.
Service for purposes of Vesting shall include service credited to the
Employee for vesting purposes under the terms of the Thrift Plan for
Employees of Conoco Inc. as of December 31, 1995."
4. Effective January 1, 1996 through February 29, 1999, Article III. of the
Plan is amended by deleting Section A. in its entirety and replacing it with the
following:
"A. Eligibility Requirements
Except as hereinafter otherwise provided, eligibility for participation in
the Plan shall be open to:
<PAGE>
1. any full-time, regular Employee whose Employment Date or Reemployment
Date is earlier than January 1, 1993, who became a member of the
Retirement Plan before January 1, 1993 and continues to maintain
membership therein;
2. any full-time, regular Employee who has completed at least one year of
continuous service or who was eligible to participate in a qualified
profit-sharing plan of an Affiliated Company from which he was
transferred;
3. any Employee who has completed a period of 12 consecutive months
commencing on the Employee's Employment Date or Reemployment Date,
whichever is applicable, or a succeeding anniversary of such date,
during which he completes 1,000 or more Hours of Service; and
4. any Employee, including a Member who is rehired and again becomes an
Employee, who previously met the requirements of this Article III.A.
For purposes of Article III.A.2. only, "continuous service" is the period
of time that has elapsed since the Employee's original Employment Date or
Reemployment Date since his last termination of employment with Sentinel.
For purposes of this Article III.A. only, an Employee will be treated as
having completed 190 hours of service for each month in which he completes
at lest one Hour of Service."
5. Effective January 1, 1996, Section XXI.B. is amended by deleting paragraph
1. in its entirety and replacing it with the following:
"1. Contributions by Sentinel, in aggregation with all Defined
Contribution Plans required to be aggregated under Code section
416(g)(2)(A)(I), on behalf of each Participant who has not separated from
service at the end of the Plan year and is a non-Key Employee, shall not be
less than 3 percent of his Defined Compensation."
6. Effective January 1, 1996, Section XXI.D. is amended by deleting paragraph
(d) in its entirety and replacing it with the following:
"(d) Determination Date. The determination date for any Plan Year shall
be December 31 of the preceding Plan Year, or, in the case of the first
Plan Year, the last day of such first Plan Year."
