As filed with the Securities and Exchange Commission on October 19, 1995
Registration Statement No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
ETHYL CORPORATION
(Exact name of Registrant as specified in Its Charter)
Virginia 54-0118820
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
330 South Fourth Street
Richmond, Virginia 23219
(Address of principal executive offices, including zip code)
SAVINGS PLAN FOR THE EMPLOYEES OF
ETHYL CORPORATION
(Full title of the Plan)
____________________
Bruce C. Gottwald
Chairman of the Board and Executive Committee
Charles B. Walker
Vice Chairman of the Board
Ethyl Corporation
330 South Fourth Street, Richmond, Virginia 23219
804-788-5000
(Name, address, and telephone number including area code, of agents for service)
With copies to:
Allen C. Goolsby, III, Esq. Steven M. Mayer, Esq.
Hunton & Williams E. Whitehead Elmore, Esq.
Riverfront Plaza, East Tower Ethyl Corporation
951 East Byrd Street 330 South Fourth Street
Richmond, Virginia 23219-4074 Richmond, Virginia 23219
804-788-8200 804-788-5000
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share 4,500,000 shares $10.94 $49,230,000 $16,975.87
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) based upon the average of the
high and low prices of the Common Stock on the New York Stock Exchange on
October 16, 1995, as reported in the Wall Street Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
Ethyl Corporation
The contents of Registration Statement File No. 33-31899 are
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on this 21st day of September, 1995.
ETHYL CORPORATION,
(Registrant)
By /s/Bruce C. Gottwald
Bruce C. Gottwald
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of September, 1995. Each person whose
signature appears below hereby authorizes either agent for service named in
this Registration Statement to execute in the name of each such person, and
to file, any amendment, including any post-effective amendment, to this
Registration Statement making such changes in this Registration Statement
as the Registrant deems appropriate, and appoints such agent for service as
attorney-in-fact to sign in his behalf individually and in each capacity
stated below and file all amendments and post-effective amendments to this
Registration Statement.
Signature Title
By /s/Bruce C. Gottwald Chairman of the Board, Chief
Bruce C. Gottwald Executive Officer and Director
(Principal Executive Officer)
By /s/Charles B. Walker Vice Chairman of the Board,
Charles B. Walker Chief Financial Officer,
Treasurer and Director
(Principal Financial Officer)
By /s/Wayne C. Drinkwater Controller
Wayne C. Drinkwater (Principal Accounting Officer)
By /s/Lloyd B. Andrew Director
Lloyd B. Andrew
By /s/William W. Berry Director
William W. Berry
By Director
Phyllis L. Cothran
By /s/Allen C. Goolsby Director
Allen C. Goolsby
By Director
Bruce C. Gottwald, Jr.
By /s/Floyd D. Gottwald, Jr. Vice Chairman and Director
Floyd D. Gottwald, Jr.
By /s/Thomas E. Gottwald President and Director
Thomas E. Gottwald
By /s/William M. Gottwald Director
William M. Gottwald
By /s/Gilbert M. Grosvenor Director
Gilbert M. Grosvenor
By Director
Andre B. Lacy
By /s/Emmett J. Rice Director
Emmett J. Rice
By /s/Sidney Buford Scott Director
Sidney Buford Scott
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on this 21st day of September, 1995.
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
(Plan)
By /s/Charles B. Walker
Charles B. Walker, Chairman of the
Employee Savings Plan Committee
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Number Page
4.1 Restated Articles of
Incorporation of the
Company.
4.2 Bylaws of the Company.
(Incorporated herein by
reference from
Exhibit 3.2 to the
Company's Annual Report
on Form 10-K for the year
ended December 31, 1994).
4.3 Form of the Savings Plan
For The Employees of
Ethyl Corporation as
amended and restated,
effective March 1, 1994
and amended through
May 1, 1995.
4.4 Savings Plan For The
Employees of Ethyl
Corporation Trust
Agreement, dated as of
November 1, 1993, between
the Company and
NationsBank of Georgia,
N.A. and amended
March 1, 1994.
23.1 Consent of Coopers &
Lybrand L.L.P.
24 Powers of Attorney
(contained herein).
RESTATED ARTICLES OF INCORPORATION
of
ETHYL CORPORATION
ARTICLE I
The name of the Corporation is
ETHYL CORPORATION
ARTICLE II
The purposes of the Corporation are to develop, manufacture, produce,
improve, buy, sell and deal in any and all kinds of materials, chemicals,
plastics, petroleum, paper, machinery, metals, minerals and mineral products,
timber and wood products, and all ingredients, derivatives, products, by-
products, and compounds thereof or related in any way thereto and, without
limitation by reason of the foregoing, to engage in any business not required
to be stated in the articles of incorporation.
The Corporation shall have the power to make accommodation guarantees or
endorsements of the obligations of any other person or corporation.
ARTICLE III
The Corporation shall have authority to issue 400,000,000 shares of
Common Stock, $1 par value, and 10,000,000 shares of Cumulative Preferred
Stock, with a par value, if any, to be set forth hereinafter with respect to
each series. The Cumulative Preferred Stock may be issued in series as
hereinafter provided. The description of the Cumulative Preferred Stock and
the Common Stock, and the designations, preferences and voting powers of such
classes of stock or restrictions or qualifications thereof, and the terms on
which such stock is to be issued (together with certain related provisions
for the regulation of the business and for the conduct of the affairs of the
Corporation) shall be as hereinafter set forth in Parts A, B and C of this
Article III.
PART A. CUMULATIVE PREFERRED STOCK
1. Issuance in Series. The Cumulative Preferred Stock may be issued from
time to time in one or more series, with such distinctive serial
designations, rights and preferences as shall be stated and expressed herein
or in the resolution or resolutions providing for the issue of shares of a
particular series, and in such resolution or resolutions providing for the
issue of shares of such series, the Board of Directors is expressly
authorized to fix:
(a) The annual dividend rate for such series, the dividend payment
dates, the date from which dividends on all shares of such series issued
shall be cumulative, and the extent of participation rights, if any;
(b) The redemption price or prices, if any, for such series and
other terms and conditions on which shares of such series may be retired
or redeemed;
(c) The obligation, if any, of the Corporation to purchase and
retire or redeem shares of such series as a sinking fund, and the
provisions of any such sinking fund;
(d) The designation and maximum number of shares of such series
issuable;
(e) The right to vote, if any, with holders of shares of any other
series or class and any right to vote as a class, either generally or as
a condition to specified corporate action;
(f) The amount payable upon shares in event of involuntary
liquidation;
(g) The amount payable upon shares in event of voluntary
liquidation; and
(h) The rights, if any, of the holders of shares of such series to
convert such shares into other classes of stock of the Corporation and
the terms and conditions of such conversion.
All shares of Cumulative Preferred Stock of any one series shall be
identical with each other in all respects except, if so determined by the
Board of Directors, as to the dates from which dividends thereon shall be
cumulative; and all shares of Cumulative Preferred Stock shall be of equal
rank with each other, regardless of series, and shall be identical with each
other in all respects except as provided herein or in the resolution or
resolutions providing for the issue of a particular series. In case
dividends on all shares of Cumulative Preferred Stock for any quarterly
dividend period are not paid in full, all such shares shall participate
ratably in any partial payment of dividends for such period in proportion to
the full amounts of dividends for such period to which they are respectively
entitled.
If and whenever, from time to time, the Board of Directors shall
determine to issue Cumulative Preferred Stock of any series hereinafter
designated, the Board shall, prior to the issue of any shares of such new
series, cause provisions respecting it to be set out in articles of amendment
filed with the State Corporation Commission of Virginia. The Board of
Directors, in any such articles of amendment filed with the State Corporation
Commission of Virginia, may reclassify any of the authorized but unissued
shares of any particular series as shares or additional shares of any other
series, or, unless otherwise provided in the articles of amendment
establishing any particular series, increase any maximum number of shares
theretofore established for a particular series to any greater number then
authorized by the articles of incorporation.
2. Cumulative Preferred Stock, Convertible Series B. A series of
Cumulative Preferred Stock is hereby designated "Series B," which series shall
have the following description and terms:
(a) Dividends and Distributions.
(i) The holders of shares of Series B shall be entitled to
receive, when and as declared by the Board of Directors out of
funds legally available therefor, dividends payable quarterly on
the first day of each January, April, July and October (each such
date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of
Series B, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $50.00 or (b) subject to the provision
for adjustment hereinafter set forth, 1000 times the aggregate per
share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common
Stock, par value $1.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share
of Series A Preferred Stock. In the event the Corporation shall at
any time after October 5, 1987 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of
shares of Series B were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(ii) The Corporation shall declare a dividend or distribution
on the Series B as provided in subsection (i) above immediately
after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $50.00 per share on the Series
B Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series B from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series B,
unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment, in which case dividends
on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of
holders of shares of Series B entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the
shares of Series B in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series B
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 70 days prior to
the date fixed for the payment thereof.
(iv) Dividends in full shall not be declared or paid or set
apart for payment on the Series B for a dividend period terminating
on the Quarterly Dividend Payment Date unless dividends in full
have been declared or paid or set apart for payment on the
Cumulative Preferred Stock of all series (other than series with
respect to which dividends are not cumulative from a date prior to
such dividend date) for the respective dividend periods terminating
on such dividend date.
(b) Voting Rights. The holders of shares of Series B shall have
the following voting rights:
(i) Subject to the provision for adjustment hereinafter set
forth, each share of Series B shall entitle the holder thereof to
1000 votes on all matters submitted to a vote of the shareholders
of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
number of votes per share to which holders of shares of Series B
were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(ii) Except as otherwise provided herein or in the Bylaws,
the holders of shares of Series B and the holders of shares of
Common Stock shall vote together as one voting group on all matters
submitted to a vote of stockholders of the Corporation.
(iii) In addition, in the event that at any time or from time
to time while any shares of the Series B are outstanding, six or
more quarterly dividends, whether consecutive or not, on any shares
of the Series B shall be in arrears and unpaid, whether or not
earned or declared, then the holders of all of the outstanding
shares of the Series B together with any other series of Cumulative
Preferred Stock then entitled to such a vote under the terms of the
Articles of Incorporation of the Corporation, voting as a single
class, shall be entitled to elect two members of the Board of
Directors of the Corporation. Immediately after the occurrence of
such event, the Corporation shall cause the number of directors of
the Corporation to be increased by two and (unless a regular
meeting of stockholders of the Corporation is to be held within
sixty (60) days for the purpose of electing directors) shall give
prompt notice to the holders of all of the outstanding shares of
the Cumulative Preferred Stock then so entitled to such a vote of
a special meeting of such holders to take place within sixty (60)
days after the occurrence of such event. If such meeting shall not
have been called as so provided, such meeting may be called at the
expense of the Corporation by the holders of not less than five
percent (5%) of such Cumulative Preferred Stock at the time
outstanding, on written notice specifying the time and place of the
meeting given by mail not less than ten (10) days or more than
thirty (30) days before the date of such meeting specified in such
notice. At such meeting the holders of all of such Cumulative
Preferred Stock at the time outstanding, voting as a single class,
shall have the right to elect two (2) members of the Board of
Directors of the Corporation.
If a regular meeting of the stockholders of the Corporation
for the purpose of electing directors is to be held within sixty
(60) days after the occurrence of such event then at such meeting,
and, in any event, at each subsequent meeting of the stockholders
of the Corporation called for the purpose of electing directors,
the holders of such Cumulative Preferred Stock at the time
outstanding, voting as a single class, shall have the right to
elect two (2) members of the Board of Directors on the same
conditions as stated above.
At any special or regular meeting provided for in the next two
preceding subsections, each outstanding share of such Cumulative
Preferred Stock shall be entitled to one vote for the election of
the directors provided for herein; the holders of a majority of the
shares of such Cumulative Preferred Stock at the time outstanding
shall constitute a quorum; and a plurality vote of such quorum
shall govern.
The directors elected by the holders of such Cumulative
Preferred Stock shall hold office until their successors shall be
elected; provided that their term of office shall automatically
expire at such time as all dividends on all outstanding shares of
such Cumulative Preferred Stock in arrears shall have been paid in
full.
(iv) Except as otherwise provided in the Articles of
Incorporation, holders of Series B shall have no special voting
rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
(c) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series B as provided in subsection (a)
are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series B outstanding shall have been paid in full, the Corporation
shall not
(1) declare or pay or set apart for payment any
dividends (other than dividends payable in shares of any class
or classes of stock of the Corporation ranking junior to the
Series B) or make any other distributions on, any class of
stock of the Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series B and shall not redeem, purchase or otherwise,
acquire, directly or indirectly, whether voluntarily, for a
sinking fund, or otherwise any shares of any class of stock of
the Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B,
provided that, notwithstanding the foregoing, the Corporation
may at any time redeem, purchase or otherwise acquire shares
of stock of any such junior class in exchange for, or out of
the net cash proceeds from the concurrent sale of other shares
of stock of any such junior class;
(2) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series B, except dividends paid ratably
on the Series B and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled;
(3) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding
up) with the Series B, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series B;
(4) purchase or otherwise acquire for consideration any
shares of Series B, or any shares of stock ranking on a parity
with the Series B, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(ii) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could,
under subsection (i) of this subsection (c), purchase or otherwise
acquire such shares at such time and in such manner.
(d) Reacquired Shares. Any shares of Series B purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued
shares of Cumulative Preferred Stock and may be reissued as part of a
new series of Cumulative Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
(e) Liquidation, Dissolution or Winding Up.
(i) Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the
Series B unless, prior thereto, the holders of shares of Series B
shall have received $3,000.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or
not declared, to the date of such payment (the "Series B
Liquidation Preference"). Following the payment of the full amount
of the Series B Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series B unless, prior
thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (1) the Series B Liquidation Preference by (2)
1000 (as appropriately adjusted as set forth in subsection (iii)
below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in
clause (ii) being hereinafter referred to as the "Adjustment
Number"). Following the payment of the full amount of the Series
B Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series B and Common Stock, respectively,
holders of Series B and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Series B and Common Stock, on a per share
basis, respectively.
(ii) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series B
Liquidation Preference and the liquidation preferences of all other
series of Cumulative Preferred Stock, if any, that rank on a parity
with the Series B, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that
there are not sufficient assets available to permit payment in full
of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
(iii) In the event the Corporation shall at any time after
the Rights Declaration Date (1) declare any dividend on Common
Stock payable in shares of Common Stock, (2) subdivide the
outstanding Common Stock, or (3) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(f) Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any
such case the shares of Series B shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1000 times the aggregate
amount of stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change
of shares of Series B shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
(g) Redemption. The outstanding shares of Series B may be
redeemed at the option of the Board of Directors as a whole, but not in
part, at any time, at which no person beneficially owns more than 20% of
the outstanding Common Stock of the Corporation at a cash price per
share equal to (i) 100% of the product of the Adjustment Number times
the Average Market Value (as such term is hereinafter defined) of the
Common Stock, plus (ii) all dividends which on the redemption date have
accrued on the shares to be redeemed and have not been paid or declared
and a sum sufficient for the payment thereof set apart, without
interest; provided, however, that if and whenever any quarterly dividend
shall have accrued on the Series B that has not been paid or declared
and a sum sufficient for the payment thereof set apart, the Corporation
may not purchase or otherwise acquire any shares of Series B unless all
shares of such stock at the time outstanding are so purchased or
otherwise acquired. The "Average Market Value" is the average of the
closing sale prices of a share of the Common Stock during the 30 day
period immediately preceding the date before the redemption date on the
Composite Tape for New York Stock Exchange Listed Stocks, or, if such
stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such exchange, the
average of the closing bid quotations with respect to a share of Common
Stock during such 30-day period on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the fair market value of
a share of the Common Stock as determined by the Board of Directors in
good faith.
(h) Ranking. The Series B shall rank junior to all other series
of the Corporation's Cumulative Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise.
(i) Amendment. The Corporation shall not create any other class
or classes of stock ranking prior to the Series B either as to dividends
or liquidation, or increase the authorized number of shares of any such
other class of stock, or amend, alter, or repeal any of the provisions
of the Articles of Incorporation or the resolution or resolutions
adopted by the Board of Directors authorizing the Series B so as to
adversely affect the preferences, rights or powers of the Series B
without the affirmative vote of the holders of more than two-thirds of
the outstanding shares of the Series B, voting separately as one voting
group.
(j) Fractional Shares. Series B may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights
of holders of Series B.
PART B. COMMON STOCK
1. Voting Rights. The holders of the Common Stock shall, to the
exclusion of the holders of any other class of stock of the Corporation, have
the sole and full power to vote for the election of directors and for all
other purposes without limitation except only as provided in sections 1 and
2 of Part A, and as otherwise expressly provided by the then existing
statutes of the Commonwealth of Virginia. The holders of the Common Stock
shall have one (1) vote for each share of Common Stock held by them.
2. Dividends. Subject to the provisions hereinabove set forth with
respect to Cumulative Preferred Stock, the holders of shares of Common Stock
shall be entitled to receive dividends if, when and as declared by the Board
of Directors out of funds legally available therefor.
PART C. PRE-EMPTIVE RIGHTS
1. No holder of Cumulative Preferred Stock shall as such holder have
any pre-emptive or preferential right to purchase or subscribe to (i) any
shares of any class of stock of the Corporation, whether now or hereafter
authorized, (ii) any warrants, rights or options to purchase any such stock,
or (iii) any obligations convertible into any such stock or into warrants,
rights or options to purchase any such stock.
2. The holders of Common Stock shall have no pre-emptive rights to
purchase or subscribe to any shares of Cumulative Preferred Stock or to any
shares of any class of stock of the Corporation that may be issued on
conversion of any shares of Cumulative Preferred Stock.
ARTICLE IV
1. Number of Directors. Unless otherwise fixed in the By-Laws, the
number of directors of the Corporation shall be eighteen (18), but in no
event shall such number be less than three (3).
2. Indemnification of Directors and Officers.
(a) To the full extent that the Virginia Stock Corporation Act, as
it existed on May 27, 1988, the effective date of this section, or as
hereafter amended, permits the limitation or elimination of the
liability of Directors and officers, no Director or officer of the
Corporation made a party to any proceeding shall be liable to the
Corporation or its stockholders for monetary damages arising out of any
transaction, occurrence or course of conduct, whether occurring prior or
subsequent to the effective date of this section.
(b) To the full extent permitted by the Virginia Stock Corporation
Act, as it existed on May 28, 1988, the effective date of this section,
or as hereafter amended, the Corporation shall indemnify any person who
is or was a party to any proceeding by reason of the fact that (i) he is
or was a Director or officer of the Corporation, or (ii) he is or was
serving at the request of the Corporation as a director, trustee,
partner or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability
incurred by him in connection with such proceeding. A person is
considered to be serving an employee benefit plan at the Corporation's
request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. The Board of Directors is hereby empowered,
by a majority vote of a quorum of the disinterested Directors, to enter
into a contract to indemnify any Director or officer in respect of any
proceeding arising from any act or omission, whether occurring before or
after the execution of such contract.
(c) The Board of Directors is hereby empowered, by majority vote
of a quorum of the disinterested Directors, to cause the Corporation to
indemnify or contract to indemnify any person not specified in
subsection (a) or (b) of this section who was, is or may become a party
to any proceeding, by reason of the fact that he is or was an employee,
agent or consultant of the Corporation, or is or was serving at the
request of the Corporation as an employee, agent or consultant of
another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in subsection (b) of
this section.
(d) The provisions of this section shall be applicable to all
proceedings commenced after the effective date hereof arising from any
act or omission, whether occurring before or after such effective date.
No amendment or repeal of this section shall have any effect on the
rights provided under this section with respect to any act or omission
occurring prior to such amendment or repeal. The Corporation shall
promptly take all such actions, and make all such determinations, as
shall be necessary or appropriate to comply with its obligation to make
any indemnity under this section and shall pay or reimburse promptly all
reasonable expenses, including attorneys' fees, incurred by such
Director or officer in connection with such actions and determinations
or proceedings of any kind arising therefrom.
(e) In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged act or
omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with
respect to any claim for indemnification made pursuant to this section
shall be made by special legal counsel agreed upon by the Board of
Directors and the applicant. If the Board of Directors and the
applicant are unable to agree upon such special legal counsel, the Board
of Directors and the applicant each shall select a nominee, and the
nominees shall select such special legal counsel.
(f) Every reference herein to Directors, officers, trustees,
partners, employees, agents or consultants shall include former
Directors, officers, trustees, partners, employees, agents or
consultants and their respective heirs, executors and administrators.
The indemnification hereby provided and provided hereafter pursuant to
the power hereby conferred by this section on the Board of Directors
shall not be exclusive of any other rights to which any person may be
entitled, including any right under policies of insurance that may be
purchased and maintained by the Corporation or others, with respect to
claims, issues or matters in relation to which the Corporation would not
have the power to indemnify such person under the provisions of this
section. Such rights shall not prevent or restrict the power of the
Corporation to make or provide for any further indemnity, or provisions
for determining entitlement to indemnity, pursuant to one or more
indemnification agreements, bylaws, or other arrangements (including,
without limitation, creation of trust funds or security interests funded
by letters of credit or other means) approved by the Board of Directors
(whether or not any of the Directors of the Corporation shall be a party
to or beneficiary of any such agreements, bylaws or arrangements);
provided, however, that any provision of such agreements, bylaws or
other arrangements shall not be effective if and to the extent that it
is determined to be contrary to this section or applicable laws of the
Commonwealth of Virginia.
(g) Each provision of this section shall be severable and an
adverse determination as to any such provision shall in no way affect
the validity of any other provision.
(h) Unless otherwise defined, terms used in this section shall
have the definitions assigned to them in the Virginia Stock Corporation
Act, as it exists on the date hereof or as hereafter amended.
ARTICLE V
Any amendment or restatement of these Articles other than an amendment
or restatement that amends or affects the shareholder vote required by the
Virginia Stock Corporation Act to approve a merger, statutory share exchange,
sale of all or substantially all of the Corporation's assets or the
dissolution of the Corporation shall be approved by a majority of the votes
entitled to be cast by each shareholder voting group that is entitled to vote
on the matter.
EXHIBIT I
SAVINGS PLAN FOR THE
EMPLOYEES OF ETHYL CORPORATION
AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1994
AMENDMENT NO. 1
FIRST, Article V is amended, effective September 1, 1994, to add the
following subsection (b) to Plan section 5.10, to redesignate current subsection
(b) as subsection (c) and to revise new subsection (c) as follows:
(b) The limitations of Plan sections 5.05 and 5.06 to the contrary
notwithstanding, the Trustee shall, consistent with its fiduciary
duties under ERISA section 404, determine the manner in which to
respond to a tender or exchange offer with respect to any shares of
common stock held in the Tredegar Stock Fund, First Colony Stock Fund
or the Albemarle Stock Fund that is credited to a Member's account.
(c) Cash proceeds received in a tender or exchange offer of Ethyl
Corporation common stock, Tredegar Industries, Inc. common stock,
First Colony Corporation common stock or Albemarle Corporation common
stock credited to a Member's account pursuant to this Plan section
shall be invested in the Money Market Fund. Non-cash proceeds
received in a tender or exchange pursuant to this Plan section shall
be held in such manner as may be prescribed by the Company from time
to time on a uniform and nondiscriminatory basis with respect to
similarly situated Members.
SECOND, Article VII is amended, effective September 15, 1994, to add the
following language at the end of Plan section 7.02(c):
Anything in this Plan section to the contrary notwithstanding, any
Member who is an employee of Whitby, Inc. or Whitby Pharmaceuticals,
Inc. (collectively, "Whitby") on September 15, 1994, and whose
employment with Whitby is terminated as a result of the sale of
Whitby to UCB, Inc. or who becomes an employee of UCB, Inc. as of
September 16, 1994 shall be fully vested in his Matching and
Discretionary Accounts as of September 15, 1994.
THIRD, Article VII is further amended, effective January 1, 1989, to revise
paragraph (2) of Plan section 7.04(c) to read as follows:
(2) Payments made on behalf of the Alternate Payee shall be made
in accordance with Plan section 7.05.
FOURTH, Article VII is further amended, effective January 1, 1989, to
substitute the phrase "Member, Beneficiary or Alternate Payee" in lieu of the
phrase "Member of Beneficiary" in Plan section 7.05
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
SAVINGS PLAN FOR THE EMPLOYEES
OF
ETHYL CORPORATION
As Amended and Restated
Effective March 1, 1994
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
TABLE OF CONTENTS
Section Page
INTRODUCTION
ARTICLE I DEFINITIONS
1.01. Account . . . . . . . . . . . . . . . . . . . . . . . . I-1
1.02. Actual Deferral Percentage or ADP . . . . . . . . . . . I-1
1.03. Affiliate . . . . . . . . . . . . . . . . . . . . . . . I-1
1.04. After-Tax Account . . . . . . . . . . . . . . . . . . . I-2
1.05. After-Tax Contributions . . . . . . . . . . . . . . . . I-2
1.06. After-Tax Election . . . . . . . . . . . . . . . . . . . I-2
1.07. Alternate Payee . . . . . . . . . . . . . . . . . . . . I-2
1.08. Annual Addition . . . . . . . . . . . . . . . . . . . . I-2
1.09. Annuity Starting Date . . . . . . . . . . . . . . . . . I-3
1.10. Base Pay . . . . . . . . . . . . . . . . . . . . . . . . I-3
1.11. Beneficiary . . . . . . . . . . . . . . . . . . . . . . I-3
1.12. Board of Directors . . . . . . . . . . . . . . . . . . . I-4
1.13. Break in Service . . . . . . . . . . . . . . . . . . . . I-4
1.14. Code . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
1.15. Committee . . . . . . . . . . . . . . . . . . . . . . . I-4
1.16. Company . . . . . . . . . . . . . . . . . . . . . . . . I-4
1.17. Compensation . . . . . . . . . . . . . . . . . . . . . . I-4
1.18. Contribution Percentage . . . . . . . . . . . . . . . . I-5
1.19. Defined Benefit Plan . . . . . . . . . . . . . . . . . . I-5
1.20. Defined Contribution Plan . . . . . . . . . . . . . . . I-5
1.21. Discretionary Account . . . . . . . . . . . . . . . . . I-6
1.22. Discretionary Contribution . . . . . . . . . . . . . . . I-6
1.23. Earnings . . . . . . . . . . . . . . . . . . . . . . . . I-6
1.24. Employee . . . . . . . . . . . . . . . . . . . . . . . . I-6
1.25. Employee Benefits Section . . . . . . . . . . . . . . . I-7
1.26. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . I-7
1.27. Excess Aggregate Contribution . . . . . . . . . . . . . I-7
1.28. Excess Annual Additions . . . . . . . . . . . . . . . . I-7
1.29. Excess Deferral . . . . . . . . . . . . . . . . . . . . I-7
1.30. Excess Pre-Tax Contribution . . . . . . . . . . . . . . I-8
1.31. Family Member . . . . . . . . . . . . . . . . . . . . . I-8
1.32. Highly Compensated . . . . . . . . . . . . . . . . . . . I-9
1.33. Hours of Service . . . . . . . . . . . . . . . . . . . I-10
1.34. Investment Fund . . . . . . . . . . . . . . . . . . . I-12
1.35. Limitation Year . . . . . . . . . . . . . . . . . . . I-12
1.36. Matching Account . . . . . . . . . . . . . . . . . . . I-12
1.37. Matching Contribution . . . . . . . . . . . . . . . . I-12
1.38. Member . . . . . . . . . . . . . . . . . . . . . . . . I-12
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Savings Plan For The Employees
Of Ethyl Corporation
TABLE OF CONTENTS
Section Page
1.39. Normal Retirement Age . . . . . . . . . . . . . . . . I-12
1.40. Payroll Period . . . . . . . . . . . . . . . . . . . . I-12
1.41. Permanent and Total Disability . . . . . . . . . . . . I-13
1.42. Plan . . . . . . . . . . . . . . . . . . . . . . . . . I-13
1.43. Plan Year . . . . . . . . . . . . . . . . . . . . . . I-13
1.44. Pre-Tax Account . . . . . . . . . . . . . . . . . . . I-13
1.45. Pre-Tax Contribution . . . . . . . . . . . . . . . . . I-13
1.46. Pre-Tax Election . . . . . . . . . . . . . . . . . . . I-13
1.47. Qualified Domestic Relations
Order . . . . . . . . . . . . . . . . . . . . . . I-13
1.48. Restricted 401(k) Employee . . . . . . . . . . . . . . I-14
1.49. Restricted 401(m) Employee . . . . . . . . . . . . . . I-14
1.50. Rollover Account . . . . . . . . . . . . . . . . . . . I-14
1.51. Rollover Contributions . . . . . . . . . . . . . . . . I-15
1.52. Special Contribution . . . . . . . . . . . . . . . . . I-15
1.53. Trust Agreement . . . . . . . . . . . . . . . . . . . I-15
1.54. Trust Fund . . . . . . . . . . . . . . . . . . . . . . I-15
1.55. Trustee . . . . . . . . . . . . . . . . . . . . . . . I-15
1.56. Unrestricted 401(k) Employee . . . . . . . . . . . . . I-15
1.57. Unrestricted 401(m) Employee . . . . . . . . . . . . . I-15
1.58. Valuation Date . . . . . . . . . . . . . . . . . . . . I-15
1.59. Year of Service . . . . . . . . . . . . . . . . . . . I-15
ARTICLE II ELIGIBILITY AND MEMBERSHIP
2.01. Eligibility Requirements . . . . . . . . . . . . . . . II-1
2.02. Changes in Employment Status . . . . . . . . . . . . . II-1
2.03. Membership in the Plan . . . . . . . . . . . . . . . . II-2
2.04. Reemployment . . . . . . . . . . . . . . . . . . . . . II-2
ARTICLE III CONTRIBUTIONS
3.01. After-Tax Contributions . . . . . . . . . . . . . . . III-1
3.02. Pre-Tax Contributions . . . . . . . . . . . . . . . . III-1
3.03. Pre-Tax Elections . . . . . . . . . . . . . . . . . . III-2
3.04. Changes in After-Tax and Pre-Tax
Elections . . . . . . . . . . . . . . . . . . . . III-2
3.05. Voluntary Suspension of After-Tax
and Pre-Tax Elections . . . . . . . . . . . . . . III-2
3.06. Required Suspension of After-Tax
and Pre-Tax Elections . . . . . . . . . . . . . . III-3
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Savings Plan For The Employees
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TABLE OF CONTENTS
Section Page
3.07. Pre-Tax Contribution Limitations . . . . . . . . . . . III-4
3.08. Company Matching Contributions . . . . . . . . . . . . III-6
3.09. Discretionary Company Contribu-
tions . . . . . . . . . . . . . . . . . . . . . . III-6
3.10. Rollover Contributions . . . . . . . . . . . . . . . . III-6
3.11. Matching and After-Tax Contribution
Limitations (401(m) Test) . . . . . . . . . . . . III-7
ARTICLE IV ALLOCATIONS
4.01. Establishment of Accounts . . . . . . . . . . . . . . IV-1
4.02. Allocations of After-Tax Contribu-
tions . . . . . . . . . . . . . . . . . . . . . . IV-1
4.03. Allocations of Pre-Tax Contribu-
tions . . . . . . . . . . . . . . . . . . . . . . IV-1
4.04. Allocation of Matching Contribu-
tions . . . . . . . . . . . . . . . . . . . . . . IV-1
4.05. Allocation of Discretionary Con-
tributions . . . . . . . . . . . . . . . . . . . IV-2
4.06. Allocation of Rollover Contribu-
tions . . . . . . . . . . . . . . . . . . . . . . IV-2
4.07. Excess Deferrals . . . . . . . . . . . . . . . . . . . IV-2
4.08. Excess Pre-Tax Contributions . . . . . . . . . . . . . IV-3
4.09. Excess Aggregate Contributions . . . . . . . . . . . . IV-4
ARTICLE V INVESTMENTS
5.01. Effective Date . . . . . . . . . . . . . . . . . . . . . V-1
5.02. Investment Funds . . . . . . . . . . . . . . . . . . . . V-1
5.03. Investment of Matching and Discre-
tionary Contributions . . . . . . . . . . . . . . . V-1
5.04. Investment in Inactive Investment
Funds . . . . . . . . . . . . . . . . . . . . . . . V-2
5.05. Member Directed Investments . . . . . . . . . . . . . . V-3
5.06. Transfer Procedures . . . . . . . . . . . . . . . . . . V-7
5.07. Investment of Income . . . . . . . . . . . . . . . . . . V-8
5.08. Warrants, Rights and Options . . . . . . . . . . . . . . V-9
5.09. Voting Rights . . . . . . . . . . . . . . . . . . . . . V-9
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Savings Plan For The Employees
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TABLE OF CONTENTS
Section Page
5.10. Tender or Exchange Rights . . . . . . . . . . . . . . V-10
5.11. Other Provisions Applicable to
Funds . . . . . . . . . . . . . . . . . . . . . . V-11
ARTICLE VI VALUATION AND ACCOUNTING
6.01. Valuation of Accounts . . . . . . . . . . . . . . . . VI-1
6.02. Allocation of Contributions Between
Investment Funds . . . . . . . . . . . . . . . . VI-1
6.03. Allocation of Income and Gains
and Losses . . . . . . . . . . . . . . . . . . . VI-1
6.04. Allocation of Shares of Stock . . . . . . . . . . . . VI-2
ARTICLE VII DISTRIBUTION
7.01. Plan Termination, Death, Permanent
and Total Disability,
Retirement . . . . . . . . . . . . . . . . . . . VII-1
7.02. Other Separation . . . . . . . . . . . . . . . . . . . VII-1
7.03. Timing of Distributions . . . . . . . . . . . . . . . VII-4
7.04. Qualified Domestic Relations Order
Distributions . . . . . . . . . . . . . . . . . . VII-5
7.05. Form of Distribution . . . . . . . . . . . . . . . . . VII-7
7.06. Withdrawals . . . . . . . . . . . . . . . . . . . . . VII-7
7.07. Pre-Tax Account Distribution
Restrictions . . . . . . . . . . . . . . . . . VII-12
7.08. Direct Rollovers . . . . . . . . . . . . . . . . . . VII-13
7.09. Federal Income Tax Withholding . . . . . . . . . . . VII-15
7.10. Special Rules for Former Amoco
Employees . . . . . . . . . . . . . . . . . . . VII-15
ARTICLE VIII LIMITATIONS
8.01. Maximum Contribution Limita-
tions . . . . . . . . . . . . . . . . . . . . . VIII-1
8.02. Multiple Plan Participation . . . . . . . . . . . . VIII-2
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Savings Plan For The Employees
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TABLE OF CONTENTS
Section Page
ARTICLE IX ADMINISTRATION
9.01. Appointment of Named Fiduciary and
Administrator . . . . . . . . . . . . . . . . . . IX-1
9.02. Administrator . . . . . . . . . . . . . . . . . . . . IX-1
9.03. Employee Savings Plan Committee . . . . . . . . . . . IX-2
9.04. Benefit Claims Review Procedure . . . . . . . . . . . IX-3
9.05. Administrative Costs . . . . . . . . . . . . . . . . . IX-4
9.06. Errors and Omissions . . . . . . . . . . . . . . . . . IX-5
ARTICLE X AMENDMENT AND TERMINATION OF THE PLAN
10.01. Amendment of the Plan . . . . . . . . . . . . . . . . . X-1
10.02. Termination of the Plan . . . . . . . . . . . . . . . . X-1
ARTICLE XI MERGER AND CONSOLIDATION OF THE
PLAN . . . . . . . . . . . . . . . . . . . . . . . . . XI-1
ARTICLE XII GENERAL PROVISIONS
12.01. Qualification . . . . . . . . . . . . . . . . . . . . XII-1
12.02. No Guaranty of Employment . . . . . . . . . . . . . . XII-1
12.03. Payments to Minors and Incom-
petents . . . . . . . . . . . . . . . . . . . . . XII-1
12.04. Non-Alienation of Benefits . . . . . . . . . . . . . . XII-2
12.05. Headings and Subheadings . . . . . . . . . . . . . . . XII-2
12.06. Use of Masculine and Feminine;
Singular and Plural . . . . . . . . . . . . . . . XII-2
12.07. Unclaimed Benefits . . . . . . . . . . . . . . . . . . XII-2
12.08. Beneficiary Designation . . . . . . . . . . . . . . . XII-3
12.09. Commencement of Payments . . . . . . . . . . . . . . . XII-3
12.10. Special Distribution Requirements . . . . . . . . . . XII-3
ARTICLE XIII SPECIAL TOP-HEAVY RULES . . . . . . . . . . . . . . XIII-1
ARTICLE XIV ADOPTION OF PLAN . . . . . . . . . . . . . . . . . . . XIV-1
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
TABLE OF CONTENTS
Section Page
APPENDIX A SPECIAL TOP-HEAVY RULES
EXHIBIT I SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
EXHIBIT II SPECIAL PROVISIONS APPLICABLE TO CERTAIN FORMER AMOCO
EMPLOYEES
<PAGE>
INTRODUCTION
The Savings Plan For The Employees Of Ethyl Corporation was originally
adopted effective September 1, 1961, and has been subsequently amended and
restated several times since that date.
The last fully amended and restated Plan document was effective
June 26, 1992, to reflect the participation of additional employee groups
as of August 1, 1992, August 30, 1992, and September 1, 1992, respectively.
The Plan was further amended and restated, effective November 1, 1993,
to reflect the participation of certain employees at the Orangeburg, South
Carolina plant of Ethyl Corporation, to comply with Code section
401(a)(31), effective January 1, 1993, and to reflect additional rules set
forth in the final regulations to Code section 401(k), effective January 1,
1989. The Plan also was amended, effective November 1, 1993, to add
several new investment alternatives and to revise the provisions governing
Member directed investments to comply with ERISA section 404(c) and regula-
tions promulgated thereunder.
Active investment Options D and F, as well as inactive investment
Options A and B that existed under the Plan prior to November 1, 1993, were
eliminated on or about October 31, 1993. Member interests in Options A and
B were liquidated and transferred to Option D as soon as practicable after
October 20, 1993. Member interests held in Option D and F were transferred
to one of the new investment alternatives, the Money Market Fund, on or
about October 31, 1993. Such interests were held in the Money Market Fund
for a short period of time during which the changeover to the new
investment options was completed. At the end of the "changeover period"
Members were permitted to direct the investment of their interests held in
the Money Market Fund to any of the other new investment alternatives as
well as the Ethyl Stock Fund and the First Colony Stock Fund.
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
The Plan is further amended and restated, effective March 1, 1994, to
include all amendments made since the Plan's most recent restatement.
<PAGE>
ARTICLE I
DEFINITIONS
1.01. Account means the assets or value of the Trust Fund allocated to
a Member. A Member may have several accounts in this Plan. When Account
is used without modification, it means the sum of all of the Member's
accounts.
See also After-Tax Account, Discretionary Contribution Account,
Matching Contribution Account, Pre-Tax Account and Rollover Account.
1.02. Actual Deferral Percentage or ADP means, for purposes of
measuring compliance with Code section 401(k), the average of the ratios
for a specified group of Employees for a Plan Year (calculated separately
for each Employee in the group) of
(a) the sum of the Pre-Tax Contributions and Special Contributions
allocated to the Account of each such Employee for the Plan Year, to
(b) the Employee's Compensation for the Plan Year.
Subsection (a) shall include Excess Deferrals of Highly Compensated
Employees but exclude Excess Deferrals of non-Highly Compensated Employees
and any Pre-Tax Contributions taken into account for purposes of satisfying
the Matching and After-Tax Contribution limitations described in Plan
section 3.11, provided that the Pre-Tax Contribution limitations described
in Plan section 3.07 are satisfied both with and without the exclusion of
such Pre-Tax Contributions. The Actual Deferral Percentage of an Employee
who is eligible to but does not make a Pre-Tax Contribution and who does
not receive an allocation of a Special Contribution is zero.
1.03. Affiliate means any corporation which, when considered with Ethyl
Corporation, would constitute a controlled group of corporations within the
meaning of Code section 1563(a), determined without regard to Code
sections 1563(a)(4) and 1563(e)(3)(C) or any entity, whether or not
incorporated which, when considered with the Ethyl Corporation, would
constitute a controlled group in accordance with Code section 414(c) and
regulations promulgated thereunder. For purposes of Plan article VIII
only, the word Affiliate includes all corporations which, when considered
with Ethyl Corporation, would constitute a controlled group of corporations
if the phrase "at least 80%" appearing in Code section 1563 were replaced
by the phrase "more than 50%" and Code section 414(c) were similarly
construed.
Introduction-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
1.04. After-Tax Account means that portion of a Member's Account
attributable to his After-Tax Contributions.
1.05. After-Tax Contributions means the contributions a Member may make
to the Plan pursuant to the terms of Plan section 3.01.
1.06. After-Tax Election means a Member's election to make an After-Tax
Contribution according to Plan section 3.01.
1.07. Alternate Payee, for purposes of Plan sections 1.47 and 7.04,
means a Member's spouse, former spouse, child or other dependent who is
recognized by a domestic relations order as having a right to receive all
or a portion of the benefits payable under the Plan with respect to such
Member.
1.08. Annual Addition means, with regard to any individual for any
Limitation Year, the sum of (i) employer contributions, (ii) for Limitation
Years beginning before January 1, 1987, the lesser of a Member's voluntary
contributions in excess of six percent (6%) of his Earnings, or one-half of
his non-deductible contributions, and, for Limitation Years beginning after
December 31, 1986, the Member's non-deductible contributions, and (iii)
forfeitures, if any, which may be allocated to his Account during that
Limitation Year. Amounts allocated for Limitation Years beginning after
March 31, 1984, to an individual medical account, as defined in Code
section 401(h)(6) and referred to in Code section 415(l)(1), that is part
of a Defined Benefit Plan maintained by the Company or an Affiliate are
treated as Annual Additions to a Defined Contribution Plan. Amounts
derived from contributions paid or accrued in taxable years ending after
December 31, 1985, that are attributable to post-retirement medical
benefits allocated to the separate account of a key employee (as defined in
Code section 419A(d)(3)) under a welfare benefit fund (as defined in Code
section 419(e)) maintained by the Company or an Affiliate are treated as
Annual Additions to a Defined Contribution Plan. Excess Pre-Tax
Contributions, Excess Aggregate Contributions and Excess Deferrals (to the
extent not distributed under Plan section 4.07) are treated as Annual
Additions to the Plan.
1.09. Annuity Starting Date means the first day on which all events
occur that entitle a Member to a Plan benefit. A Member's Annuity Starting
Date cannot be earlier than thirty (30) days or later than ninety (90) days
after he receives the information required by Plan section 7.03(a) unless
the thirty (30)-day notice period is waived in accordance with Plan section
7.03(a) and in such case, the Member's Annuity Starting Date should be the
date of distribution.
1.10. Base Pay means an Employee's base salary or wage, determined
before any salary-reduction agreement under Code section 401(k) or Code
section 125, during the Payroll Period in which the Employee contributes to
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Savings Plan For The Employees
Of Ethyl Corporation
the Plan. Base Pay shall include the "straight-time" portion of regularly
scheduled overtime (as determined in accordance with the Company's
established payroll and compensation policies) but shall not include pay
for any other overtime or extended work week pay, nor any premium pay
related to length of service or hours of work or any other premium factor
or other compensation or allowance which an Employee may receive in
addition to his base salary or wage regardless of the term used to
designate such increment. The maximum amount of Base Pay taken into
account under the Plan for any Plan Year may not exceed the maximum amount
which may be taken into account for any year under Code section 401(a)(17)
for such year. For Plan Years beginning after December 31, 1988 and before
January 1, 1994, the limit is $200,000 as adjusted. For Plan Years
beginning on or after January 1, 1994, the limit is $150,000 as adjusted.
1.11. Beneficiary means any person designated by a Member pursuant to
Plan section 12.08 to receive any benefits which may be payable under this
Plan on or after death. If a Member is married at the time he designates a
Beneficiary under Plan section 12.08 or changes any such designation, his
spouse must consent in writing to the designation or change in designation.
The spouse's consent must be in writing, must acknowledge the effect of the
Member's designation or change in designation, and must be witnessed by a
notary public. If spousal consent is not obtained, such Member's
Beneficiary shall be his spouse. If the Company is satisfied that spousal
consent may not be obtained because the Member has no spouse, because the
spouse cannot be located, or because of such other circumstances as
applicable regulations may prescribe, the Member may name any Beneficiary
he desires and from time to time change his designated Beneficiary without
said Beneficiary's consent. If a Member does not designate a Beneficiary
or if the designated Beneficiary should predecease the Member, then
Beneficiary shall mean the first surviving class of the following
successive preference Beneficiaries: the Member's (i) widow or widower;
(ii) surviving children equally; (iii) surviving parents equally; (iv)
surviving brothers and sisters equally; or (v) the executor(s) or
administrator(s) of the Member's estate.
Despite the preceding, to the extent provided in a Qualified Domestic
Relations Order, Beneficiary means the spouse, former spouse, child or
other dependent of a Member who is recognized by such order as having a
right to receive all or a portion of any benefits payable under the Plan on
behalf of the Member.
1.12. Board of Directors means the Board of Directors of Ethyl
Corporation.
1.13. Break in Service means, with respect to any Employee, any
calendar year during which the Employee is credited with 500 or fewer Hours
of Service.
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Savings Plan For The Employees
Of Ethyl Corporation
1.14. Code means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall include those sections
and any comparable sections of future legislation that modify, amend,
supplement, supersede or recodify such sections.
1.15. Committee means the Employee Savings Plan Committee provided for
in Plan section 9.03.
1.16. Company means Ethyl Corporation and all of its Affiliates,
subsidiaries and divisions except for those Affiliates, subsidiaries and
divisions whose employees or segments thereof have not been designated to
be included in this Plan. Where only a segment of an Affiliate's, subsidi-
ary's or division's employees has been designated for coverage hereunder,
"Company" shall apply to such Affiliate, subsidiary or division only as it
relates to such entity's employees eligible for coverage. Any action
required to be taken by the Company may be taken by the Board of Directors
or by the Executive Committee of the Board of Directors.
1.17. Compensation means an Employee's compensation as defined in Code
section 414(s) and includes any amount contributed by the Company pursuant
to a salary-reduction agreement and which is not includible in the gross
income of the Employee under Code section 125, 402(a)(8), 402(h) or 403(b).
For Plan Years beginning after December 31, 1988, the Compensation of an
Employee taken into account under the Plan for any year must not exceed the
statutory limits of Code section 401(a)(17) for such year. For Plan Years
beginning after December 31, 1988 and before January 1, 1994, the limit is
$200,000 as adjusted. For Plan Years beginning on or after January 1,
1994, the limit is $150,000 as adjusted.
1.18. Contribution Percentage means, for purposes of measuring
compliance with Code section 401(m), the average of the ratios for a
specified group of Employees for a Plan Year that begins after 1986
(calculated separately for each Employee in the group) of
(a) the sum of the Matching Contributions and After-Tax Contributions
allocated to the Account for each such Employee for the Plan Year, to
(b) the Employee's Compensation for that Plan Year.
As permitted under Treasury regulations, in computing the Contribution
Percentage, the Committee may elect to take into account Pre-Tax
Contributions, Special Contributions, and Discretionary Contributions
allocated to an Employee's Account. The Contribution Percentage shall not
include Matching Contributions that are forfeited to correct Excess
Aggregate Contributions. For purposes of determining Contribution Percent-
ages for applicable periods beginning in 1987 and 1988, the Company elects
to use the alternative definition of Compensation provided for in Treasury
regulation section 1.414(e)-1T, Q&A-4(a)(1) and includes all amounts that
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Savings Plan For The Employees
Of Ethyl Corporation
are not includible in the gross income of an Employee by reason of Code
section 125, 402(a)(8), 402(h)(1)(B) or 403(b).
1.19. Defined Benefit Plan means a plan established and qualified under
Code section 401(a) or 403, except to the extent it is treated as a Defined
Contribution Plan.
1.20. Defined Contribution Plan means a plan established and qualified
under Code section 401(a) or 403 providing for an individual account for
each participant therein and for payment of benefits based solely on the
amount contributed to the participants' accounts and any income, expenses,
gains, losses, realized and unrealized appreciation or depreciation and
forfeitures which may be allocated to such accounts.
1.21. Discretionary Account means that portion of a Member's Account
attributable to Discretionary Contributions.
1.22. Discretionary Contribution means the Company's discretionary
profit-sharing contribution described in Plan section 3.09.
1.23. Earnings, for purposes of Plan sections 1.31 and 1.32, Plan
article VIII, and Appendix A, means for any relevant period, an
individual's wages, salaries for personal services (such as professional
services), and other amounts received from the Company for personal
services actually rendered. These Earnings comprise, but are not limited
to, commissions paid to salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, reimbursements, expense allowances, and other amounts
permissibly included according to Treasury regulations as the base for
computing statutory limits on annual benefits and annual additions. These
Earnings do not mean deferred compensation, certain stock options, and
other like distributions that receive special tax benefits and are excluded
from the base for computing those statutory limits. When computed for any
Limitation Year, these Earnings are those paid (or deemed paid if the Plan
operates to provide benefits according to accrued Earnings) or made
available to the individual within the Limitation Year. For purposes of
determining whether an Employee is a Key Employee, Earnings must not exceed
the statutory limits of Code section 401(a)(17) for such year. For Plan
Years beginning after December 31, 1988, and solely for purposes of Plan
sections 1.30 and 1.31 and Appendix A, the Earnings of an Employee taken
into account under the Plan for any year must not exceed the statutory
limits of Code section 401(a)(17) for such year. For Plan Years beginning
after December 31, 1988 and before January 1, 1994, the limit is $200,000
as adjusted. For Plan Years beginning on or after January 1, 1994, the
limit is $150,000 as adjusted.
1.24. Employee means any individual who is paid from the Company's
payroll excluding (a) any individual retained by the Company as an
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
independent contractor or consultant, (b) any individual described in Code
section 414 (leased employees), (c) any individual employed by the Company
on a temporary or casual basis if such individual is hired or rehired on
that basis after December 31, 1988, or (d) any individual who was employed
by the Company on February 28, 1994, is Highly Compensated and who
irrevocably waived participation in the Plan.
1.25. Employee Benefits Section means the Employee Benefits Section of
the Company in Richmond, Virginia.
1.26. ERISA means the Employee Retirement Income Security Act of 1974,
as amended. References to specific sections of ERISA shall include those
sections and any comparable sections of future legislations that modify,
amend, supplement, supersede or recodify such sections.
1.27. Excess Aggregate Contribution means, with respect to any Plan
Year that begins after 1986, the excess of the aggregate amount of the
Matching and After-Tax Contributions (and any Pre-Tax, Special or
Discretionary Contributions taken into account in computing the
Contribution Percentage) actually made on behalf of Highly Compensated
Employees for that Plan Year over the maximum amount of such contributions
permitted under the limitations described in Plan section 3.11. To
determine a Highly Compensated Employee's share of the Excess Aggregate
Contributions attributable to a certain form of contribution, the Company
first lists the Highly Compensated Employees in order of descending Contri-
bution Percentages, as if on an individual basis. The Company then reduces
the contributions attributable to each Highly Compensated Employee by
percentage increments as to a specific form of contribution according to
the hierarchy provided in Plan section 4.09. All reductions possible or
necessary within one category must occur before reductions within the next
category may occur.
1.28. Excess Annual Additions means amounts that cannot be Annual
Additions under the Plan for a Limitation Year because of a forfeiture
allocation or a reasonable error in estimating a Member's Earnings or in
estimating the amount of Pre-Tax Contributions that may be allocated to a
Member's Pre-Tax Account or any other reason allowed by applicable Treasury
regulations.
1.29. Excess Deferral means an elective deferral to the extent that it
exceeds $7,000 (or such higher dollar limit as the Secretary of the
Treasury announces at the same time and in the same manner as the cost-of-
living adjustments applicable to the limitations under Code
section 415(d)). For purposes of this Plan section, "elective deferral"
refers to the sum of
(a) any employer contribution under a qualified cash-or-deferred
arrangement to the extent not includible in gross income for the taxable
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
year under Code section 402(e)(3) (determined without regard to Code
section 402(g));
(b) any employer contribution to the extent not includible in gross
income for the taxable year under Code section 402(h)(1)(B) (determined
without regard to Code section 402(g)); and
(c) any employer contribution to purchase an annuity contract under
Code section 403(b) under a salary-reduction agreement (within the meaning
of Code section 3121(a)(5)(D)).
Any deferrals that, but for Code sections 402(e)(3), 402(h)(1)(B) and
403(b), would have been received or treated as received by an individual
for the taxable year are to be treated as elective deferrals for such year.
1.30. Excess Pre-Tax Contribution means the excess of the aggregate
amount of Pre-Tax Contributions actually paid over to the trust on behalf
of Highly Compensated Employees for that Plan Year, over the maximum amount
of such contributions permitted under the limitations on Actual Deferral
Percentages described in Plan section 3.07. To determine a Highly
Compensated Employee's share of the Excess Pre-Tax Contribution, the
Company first lists the Highly Compensated Employees in the order of
descending Actual Deferral Percentages, as if on an individual basis. The
Company then reduces the Pre-Tax Contributions attributable to all Highly
Compensated Employees who deferred the maximum percentage level. If the
needed reduction will cause a reduction below the second highest percentage
level, all Highly Compensated Employees who deferred that second percentage
level and those whose deferral percentages have been reduced are reduced by
percentage increments as needed. If the needed reduction will cause a
reduction below the next lower percentage level, the same procedure is
followed as to all Highly Compensated Employees who deferred that
percentage level and those whose deferral percentages have already been
reduced. The Company must repeat this procedure until all Excess Pre-Tax
Contributions have been distributed.
1.31. Family Member, for Plan Years beginning after December 31, 1986,
means a member of the family of a five-percent owner or of a Highly
Compensated Employee in the group consisting of the ten (10) Highly
Compensated Employees paid the greatest Earnings from the Company during
the Plan Year. For purposes of this Plan section, the term "family" means,
with respect to any Employee, such Employee's spouse and lineal ascendants
or descendants and the spouse of such lineal ascendants or descendants.
Except as otherwise specified in regulations, a Family Member is not
considered to be an Employee separate from the Employee whose status under
this Plan causes the individual to be a Family Member.
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
1.32. Highly Compensated, for Plan Years beginning after December 31,
1986, refers to an Employee who during the current or immediately preceding
Plan Year
(a) was at any time a five-percent owner;
(b) received Earnings from the Company in excess of $75,000 (or such
higher dollar limit as the Secretary of the Treasury announces at the same
time and in the same manner as the cost-of-living adjustments applicable to
the limitations under Code section 415(d)) during that Plan Year;
(c) received Earnings from the Company in excess of $50,000 (or such
higher dollar limit as the Secretary of the Treasury announces at the same
time and in the same manner as the cost-of-living adjustments applicable to
the limitations under Code section 415(d)) during that Plan Year and was in
the top twenty percent (20%) of the Employees in Earnings during that Plan
Year; or
(d) was at any time an officer of the Company and received during
that Plan Year Earnings that exceeded one hundred fifty percent (150%) of
the dollar amount in effect under Code section 415(c)(1)(A)).
For purposes of this Plan section, at least one officer of the Company must
be treated as a Highly Compensated Employee, regardless of Earnings. If at
least three (3) officers meet the Earnings figure, no more than ten percent
(10%) of the Employees may be treated as such an officer. In no event may
the Plan treat more than fifty (50) Employees as such officers. For
purposes of this Plan section, Earnings will be determined without regard
to Code sections 125, 402(a)(8), 402(h)(1)(B), and in the case of employer
contributions made pursuant to a salary reduction agreement, without regard
to Code section 403(b). The determinations made under this Plan section
must be made in conformity with the rules in Code section 414(q) and the
related Treasury regulations. According to Code section 414(q)(6)(A)(ii)
and for purposes of applying the limitations under this Plan, any Earnings
paid to a Family Member (and any applicable contribution or benefits on
behalf of such individual) must be treated as if it were paid to (or on
behalf of) the relevant Highly Compensated Employee for that Plan Year. If
an employee is not described in subsection (b), (c) or (d) for the
preceding year, he shall not be treated as described in (b), (c) or (d) for
the current year unless he is a member of the group consisting of the one
hundred (100) employees of the Company paid the greatest Earnings during
the current year.
1.33. Hours of Service means each hour for which an Employee is
directly or indirectly paid or entitled to payment by the Company. In
determining an Employee's Hours of Service the following rules shall apply:
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(a) Hours of Service credited to an Employee for the performance of
services shall be credited to the Employee in the calendar year in which
such services are performed;
(b) Hours of Service credited to an Employee for periods during which
no services are performed shall be credited on the basis of the number of
hours in such Employee's regular work schedule for the period in which such
nonperformance occurs or on the basis of eight (8) hours per day or forty
(40) hours per week, if greater. Such hours shall be credited in the
calendar year covered by the Employee's regular work schedule during the
period of nonperformance;
(c) An Hour of Service shall be credited to an Employee for each hour
for which back pay, irrespective of mitigation of damages, is awarded or
agreed to by the Company, to the extent it has not been otherwise credited
hereunder. Each such Hour of Service shall be credited to the Employee in
the calendar year to which the award or agreement for back pay pertains;
(d) No more than five hundred and one (501) Hours of Service may be
credited with respect to any one period of nonperformance of services if
the provisions of this Plan section would require such hours to be credited
to periods falling after the Employee's termination of employment, or the
expiration of any payments he is receiving under any temporary disability
plan maintained by the Company, if later;
(e) No Hours of Service shall be credited with respect to any
payments an Employee receives solely by reason of applicable unemployment
compensation laws, reimbursement of expenses, travel and expense allowances
or any other similar payment. Hours of Service with respect to workmen's
compensation payments shall only be credited up to the maximum period the
recipient would be entitled to disability benefits for a nonoccupational
disability under any temporary disability plan providing such benefits
which is maintained by the Company and in which he participates;
(f) No Hours of Service shall be credited under subsection (b) or (c)
for a period in which an Employee is credited with Hours of Service for the
performance of services equal to his regular work schedule for such period,
nor shall Hours of Service be credited under such items for a period of
nonperformance of services in excess of the greater of (i) the amount such
Employee would have received had he been performing services during such
period in accordance with his regular work schedule or (ii) eight (8) hours
per day or forty (40) hours per week as may be applicable;
(g) For all purposes of the Plan, Hours of Service for each Employee
shall be accumulated on a calendar year basis. Should the total number of
Hours of Service completed by an Employee through the last day of a
calendar year be other than an integral number, the fractional Hour of
Service shall be credited to the Employee as one (1) Hour of Service;
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(h) Nothing in this Plan section shall be construed as denying an
Employee an Hour of Service if credit for such Hour of Service is required
by federal law, in which case, the nature and extent of such credit shall
be determined under such law;
(i) Notwithstanding any other provision of this Plan section to the
contrary, each Employee on a salaried payroll shall be credited with
ninety-five (95) Hours of Service for each semi-monthly payroll period in
which he would receive credit for an Hour of Service in lieu of any other
Hours of Service which would otherwise be credited to such semi-monthly
payroll period hereunder;
(j) Notwithstanding any other provision of this Plan section to the
contrary, for purposes of determining whether an Employee has incurred a
Break in Service, Hours of Service shall be credited for a Maternity or
Paternity Leave of Absence that began on or after May 1, 1985, on the basis
of the number of hours in such Employee's normal work schedule for the
period in which the leave of absence occurs or, in any case in which such
hours cannot be determined, eight hours per day of Maternity or Paternity
Leave of Absence; provided that the total number of Hours of Service
credited under this subsection cannot exceed 501. Such Hours of Service
shall be credited (i) in the calendar year in which the absence began if
necessary to prevent a Break in Service in that year, or (ii) in all other
cases, in the following calendar year. "Maternity or Paternity Leave of
Absence" means an absence by reason of the pregnancy of the individual, by
reason of the birth of a child of the individual, by reason of the
placement of a child with the individual in connection with the adoption of
the child by that individual, or for purposes of caring for a child for a
period beginning immediately following the birth or placement of the child;
(k) Hours of Service completed in the employ of an Affiliate
(including any Hours of Service completed before such Affiliate was
acquired by the Company if and to the extent authorized by the Board of
Directors) shall be considered as Hours of Service completed in the employ
of the Company and all Hours of Service completed as an employee shall be
taken into account as if completed as an Employee.
1.34. Investment Fund means one of the investment media that the Board
of Directors of Ethyl Corporation or its delegatees select and announce as
being a permissible investment vehicle in which a Member's Account may be
invested. The Investment Funds under the Plan are listed in Plan Section
5.02.
1.35. Limitation Year means the calendar year.
1.36. Matching Account means that portion of a Member's Account
attributable to Matching Contributions.
I-10
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
1.37. Matching Contribution means the Company's contribution described
in Plan section 3.08 and Plan section 3.11(d).
1.38. Member means an eligible Employee whose completed application in
prescribed form has been received by the Employee Benefits Section or its
delegatees as provided in Plan section 2.03 and former Employees who have
an undistributed vested Account balance remaining in the Plan.
1.39. Normal Retirement Age means age sixty-five (65).
1.40. Payroll Period means the interval of employment for which a
Member's periodic pay checks are normally issued.
1.41. Permanent and Total Disability means the physical or mental
incapacity of an Employee which qualifies him for benefits under one of the
Company's long-term disability benefits plans.
1.42. Plan means the Savings Plan For The Employees Of Ethyl
Corporation.
1.43. Plan Year means the annual period beginning on January 1st and
ending on the following December 31st.
1.44. Pre-Tax Account means that portion of a Member's Account
attributable to the Company's Pre-Tax Contribution.
1.45. Pre-Tax Contribution means the Company's contribution caused by
Members' Pre-Tax Elections.
1.46. Pre-Tax Election means a Member's election, prior to the time he
receives the Base Pay to which such election applies, to defer part of such
Base Pay and to cause the Company to make a Pre-Tax Contribution to the
Plan equal to the amount deferred.
1.47. Qualified Domestic Relations Order means a judgment, decree,
order or approval of a property settlement agreement, that
(a) relates to the provision of child support, alimony payments or
marital property rights to an Alternate Payee;
(b) is made pursuant to a state domestic relations or community
property law;
(c) creates or recognizes the right of an Alternate Payee to receive
all or a portion of the benefit payable with respect to the Member under
this Plan or that assigns to an Alternate Payee the right to receive all or
a portion of the benefits payable to the Member under the Plan;
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(d) clearly specifies (i) the name and last known mailing address (if
available) of the Member and the name and mailing address of each Alternate
Payee, unless the Company has reason to know the address independently of
the order; (ii) the amount or percentage of the Member's benefits to be
paid by the Plan to each Alternate Payee or the manner in which such amount
or percentage is to be determined; (iii) the number of payments or period
to which the order applies; and (iv) the name of the Plan to which the
order applies;
(e) does not require the Plan to provide any type or form of benefit,
or any option, not otherwise provided under the Plan;
(f) does not require the Plan to provide increased benefits; and
(g) does not require the payment of benefits to an Alternate Payee
that are required to be paid to another Alternate Payee under another order
determined previously to be a Qualified Domestic Relations Order.
A domestic relations order entered before January 1, 1985, is a
Qualified Domestic Relations Order if payment of benefits pursuant to the
order have begun as of such date, regardless of whether the order satisfies
the requirements of Code section 414(p). A domestic relations order
entered before January 1, 1985, may be treated as a Qualified Domestic
Relations Order if payment of benefits pursuant to the order have not begun
as of such date, regardless of whether the order satisfies the requirements
of Code section 414(p).
1.48. Restricted 401(k) Employee, for purposes of measuring compliance
with Code section 401(k), means an Employee who is eligible under the terms
of the Plan (without regard to any suspension due to a distribution or
election not to participate or by reason of the limitations of Code sec-
tion 415) to make a Pre-Tax Election for all or part of the Plan Year and
who is a Highly Compensated Employee.
1.49. Restricted 401(m) Employee, for purposes of measuring compliance
with Code section 401(m), means, for Plan Years beginning after
December 31, 1986, an Employee who is eligible under the terms of the Plan
(without regard to any suspension due to a distribution or election not to
participate or by reason of the limitations of Code section 415) to make an
After-Tax Election (or a Pre-Tax Election, if the Plan takes Pre-Tax
Contribution allocations into account in determining Contribution
Percentages) for all or part of the Plan Year and who is a Highly
Compensated Employee.
1.50. Rollover Account means the portion of a Member's Account
attributable to Rollover Contributions.
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
1.51. Rollover Contributions means amounts transferred to the Plan
pursuant to Plan section 3.10.
1.52. Special Contribution means the Company's Special Contribution
pursuant to Plan section 3.07 on behalf of Non-Highly Compensated Employees
as may be necessary to comply with the antidiscrimination provisions of
Code sections 401(k)(3) and 401(a)(4). Any Special Contribution will be
treated as a Non-Highly Compensated Employee's Pre-Tax Contribution.
1.53. Trust Agreement means a Trust Agreement entered into between the
Company and a Trustee in conjunction with the Plan.
1.54. Trust Fund means the assets of the Plan held by the Trustee.
1.55. Trustee means a bank or trust company designated by the Board of
Directors.
1.56. Unrestricted 401(k) Employee means, for the purposes of measuring
compliance with Code section 401(k), an Employee who is eligible under the
terms of the Plan (without regard to any suspension due to a distribution
or election not to participate or by reason of the limitations of Code sec-
tion 415) to make a Pre-Tax Election for all or part of the Plan Year and
who is not a Highly Compensated Employee or a Family Member.
1.57. Unrestricted 401(m) Employee means, for purposes of measuring
compliance with Code section 401(m), for Plan Years beginning after
December 31, 1986, an Employee who is eligible under the terms of the Plan
(without regard to any suspension due to a distribution or election not to
participate or by reason of the limitations of Code section 415) to make an
After-Tax Election (or a Pre-Tax Election, if the Plan takes Pre-Tax
Contribution allocations into account in determining Contribution
Percentages) for all or part of the Plan Year and who is not a Highly
Compensated Employee or a Family Member.
1.58. Valuation Date means any business day of the Plan Year that the
United States financial markets are open.
1.59. Year of Service means a calendar year in which an Employee
completes 1,000 or more Hours of Service.
I-13
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE II
ELIGIBILITY AND MEMBERSHIP
2.01. Eligibility Requirements
(a) Each individual who is a Member of the Plan on October 31, 1993,
shall continue to be a Member on and after that date, subject to the
remaining provisions of the Plan.
(b) Each other individual who is or becomes an Employee shall be
eligible to become a Member of the Plan on the date that is the later of
(1) thirty (30) days after his date of employment as a regular
Employee or;
(2) if he is represented by a collective bargaining
representative, the effective date specified in the agreement between
the Company and the applicable representative permitting Employees so
represented to become Members, provided, however, that any such
Employees shall become Members of the Plan subject to the terms and
conditions of such agreement between the Company and the collective
bargaining representative with any special terms set forth in an
exhibit attached to and made part of the Plan.
2.02. Changes in Employment Status
If an individual who is classified as a temporary or casual employee
is reclassified as a regular Employee, he shall be eligible to become a
Member of the Plan on the date that is the later of (1) thirty (30) days
after his date of reclassification or, (2) if he is represented by a
collective bargaining representative, the effective date specified in the
agreement between the Company and the applicable representative permitting
Employees so represented to become Members, provided, however, that any
such Employees so represented shall become Members of the Plan subject to
the terms and conditions of such agreement between the Company and the
collective bargaining representative with any special terms set forth in an
exhibit attached to and made part of the Plan.
2.03. Membership in the Plan
An Employee who has satisfied the conditions of eligibility set forth
in Plan section 2.01(b) may become a Member at the beginning of a Payroll
Period occurring not later than thirty (30) days after his application for
enrollment has been received by the Employee Benefits Section or its
delegatees. Once an Employee has become a Member, he shall remain a Member
until his vested Account balance is distributed to him.
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
2.04. Reemployment
A Member who terminates his employment with the Company and its
Affiliates and is reemployed as an Employee may become a Member in the Plan
immediately after his re-employment, subject to the provisions of Plan
section 2.03.
II-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE III
CONTRIBUTIONS
3.01. After-Tax Contributions
(a) Each eligible Employee may submit an initial After-Tax Election
designating a percentage of his Base Pay for each Payroll Period as an
After-Tax Contribution to the Plan. Unless otherwise specified in an
agreement between the Company and a collective bargaining representative as
described in Plan section 2.01(b), the percentage designated in the After-
Tax Election may range from a minimum of one percent (1%) to a maximum of
ten (10) percent, determined in even multiples of one percent (1%);
provided, however, that the elected percentage for a Payroll Period, when
added to his Pre-Tax Election percentage in effect under Plan section 3.03
for that same Payroll Period, cannot exceed ten percent (10%) of his Base
Pay for that Payroll Period.
(b) An initial After-Tax Election shall be submitted as provided in
Plan section 2.03. Members' After-Tax Contributions will be made by
payroll deduction. Members' After-Tax Contributions shall be transferred
by the Company to the Trustee as promptly as practicable after each Payroll
Period.
(c) A Member's After-Tax Contribution Election will continue to be
effective until changed pursuant to Plan section 3.04 or suspended pursuant
to Plan sections 3.05 and 3.06. All After-Tax Elections are subject to the
adjustments authorized in Plan section 3.11.
3.02. Pre-Tax Contributions
The Company's Pre-Tax Contribution for a Payroll Period is the total
of the Pre-Tax Elections made by Members during that Payroll Period and
allowed according to Plan section 3.07. Pre-Tax Contributions shall be
transferred by the Company to the Trustee as promptly as practicable after
each Payroll Period. A Member may cause a Pre-Tax Contribution for himself
only with regard to Base Pay that is deferred according to a Pre-Tax
Election. The Company's Pre-Tax Contribution on behalf of any Member may
not result in elective deferrals under this Plan for any Member of more
than $7,000 (or such dollar amount as the Secretary of the Treasury
announces at the same time and in the same manner as the cost-of-living
adjustments applicable to limitations under Code section 415(d)) in any
calendar year.
3.03. Pre-Tax Elections
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Savings Plan For The Employees
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(a) An eligible Employee may submit an initial Pre-Tax Election
designating a percentage of his unpaid Base Pay that he desires to cause to
be made as a Pre-Tax Contribution by way of an elective deferral for a
Payroll Period. Unless otherwise specified in an agreement between the
Company and a collective bargaining representative as described in Plan
section 2.01(b), the percentage designated in the Pre-Tax Election may
range from a minimum of one percent (1%) to a maximum of ten percent (10%),
determined in even multiples of one percent (1%); provided, however, that
the elected percentage for a Payroll Period, when added to his After-Tax
Contribution percentage in effect for him under Plan section 3.01 for that
same Payroll Period, cannot exceed ten percent (10%) of his Base Pay for
that Payroll Period.
(b) An initial Pre-Tax Election shall be submitted as provided in
Plan section 2.03.
(c) A Member's Pre-Tax Election will continue to be effective until
changed pursuant to Plan section 3.04 or suspended pursuant to Plan
sections 3.05 and 3.06. All Pre-Tax Elections are subject to the
adjustments authorized in Plan section 3.07.
3.04. Changes in After-Tax and Pre-Tax Elections
A Member may change the percentage designated in an After-Tax or Pre-
Tax Election, within the limits prescribed by Plan sections 3.01 and 3.03,
at the beginning of a Payroll Period occurring not later than thirty (30)
days after the Member's instructions (in such form as the Company may
prescribe for that purpose) have been received by the Employee Benefits
Section or its delegatees.
3.05. Voluntary Suspension of After-Tax and Pre-Tax Elections
(a) A Member may suspend his After-Tax or Pre-Tax Election, or both,
effective at the beginning of a Payroll Period occurring not later than
thirty (30) days after the Member's instructions (in such form as the
Company may prescribe for that purpose) have been received by the Employee
Benefits Section or its delegatees. A suspension pursuant to this
subsection must remain in effect for a minimum of three (3) months after
which time a Member may submit a new After-Tax or Pre-Tax Election to be
effective at the beginning of the first Payroll Period occurring not later
than thirty (30) days after the Member's instructions (in such form as the
Company may prescribe for that purpose) have been received by the Employee
Benefits Section or its delegatees.
(b) A Member may suspend his After-Tax or Pre-Tax Election, or both,
at any time during a period of disability covered by one of the Company's
short-term disability benefits plans. Such Member may submit a new After-
Tax or Pre-Tax Election to be effective at the beginning of a Payroll
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Savings Plan For The Employees
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Period after his return to active service and occurring not later than
thirty (30) days after the Member's instructions (in such form as the
Company may prescribe for that purpose) have been received by the Employee
Benefits Section or its delegatees.
3.06. Required Suspension of After-Tax and Pre-Tax Elections
A Member's After-Tax and Pre-Tax Elections under the Plan shall be
suspended for any Payroll Period,
(a) with respect to his After-Tax Election, if for such period the
amount of Base Pay earned by him is insufficient to pay his designated
After-Tax Contribution to the Plan, after all other authorized deductions
have been made;
(b) with respect to both his Pre-Tax and After-Tax Elections, if for
such period, in the case of an Employee represented by a collective
bargaining representative, there is no agreement extending to such Employee
the right to make contributions under this Plan between said representative
and the Company;
(c) with respect to his Pre-Tax Election, if for such period he is
temporarily suspended from participation in the Plan due to a withdrawal
under Plan section 7.06 or with respect to both his Pre-Tax and After-Tax
Elections, as applicable, due to the limitations of Plan section 3.02, 3.07
or 3.11; or
(d) with respect to both his Pre-Tax and After-Tax Elections, if for
such period his employment status has changed so that he is no longer an
Employee.
3.07. Pre-Tax Contribution Limitations
(a) The Plan is intended to qualify as a cash-or-deferred arrangement
according to Code section 401(k), and all Plan and Trust Agreement
provisions must be construed to facilitate that qualification.
(b) In no event may the Company allow a Pre-Tax Contribution to be
made for or allocated to a Member if that allocation would cause the Plan
to violate the limitations of Code section 415 or the nondiscrimination
prohibitions of Code section 401(a)(4). If a Member makes a Pre-Tax
Election that produces an Excess Deferral for that Member, the Company may
cause that Member's Excess Deferrals to be allocated and distributed in
accordance with Plan section 4.07.
(c) This subsection's table determines the Excess Pre-Tax
Contributions. Any amounts that are allocated as Pre-Tax Contributions for
the Plan Year and that exceed the Restricted 401(k) Employees' ADP
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Savings Plan For The Employees
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allowances in the table are Excess Pre-Tax Contributions for the Plan Year.
As described in Code section 401(k)(8)(B)(ii) and in this Plan's definition
of Excess Pre-Tax Contributions, one Restricted 401(k) Employee's
proportionate part of a Plan Year's Excess Pre-Tax Contributions is the
amount that would not have been part of his Pre-Tax Contribution allocation
for the Plan Year if the Plan Year's Excess Pre-Tax Contribution had been
eliminated by reducing each Restricted 401(k) Employee's Pre-Tax
Contribution allocation in the order of the Restricted 401(k) Employees'
Actual Deferral Percentages, beginning with the highest of those individual
ADPs.
ADP ADP
Unrestricted 401(k) Restricted 401(k)
Employees as a group is Employees as a group is
Less than 2% 2.0 times Unrestricted
401(k) Group's ADP
2% to 8% Unrestricted 401(k)
Group's ADP plus 2
percentage points
More than 8%
1.25 times Unrestricted
401(k) Group's ADP
The point spread indicated as permissible when the ADP for the Unrestricted
401(k) Employees as a group is between zero percent (0%) and eight percent
(8%) is automatically reduced to the extent necessary to comply with any
Treasury regulations promulgated pursuant to Code section 401(m)(9), such
as regulations to prevent the multiple use of that alternative limitation
for any Highly Compensated Employee.
(d) To meet the limitations of this Plan section, to avoid
discrimination prohibited by Code section 401(a)(4), to prevent the
creation of Excess Pre-Tax Contributions for purposes of Code
section 401(k) or Excess Aggregate Contributions for purposes of Code
section 401(m), or, if it is otherwise necessary to do so, to preserve the
Plan's status as a qualified plan or to preserve the Plan's Pre-Tax Contri-
bution features as a qualified cash-or-deferred arrangement according to
Code section 401(k), the Company may adjust or reject altogether any
Member's Pre-Tax Election or the Company may make a Special Contribution
for the benefit of designated Unrestricted 401(k) Employees. The Special
Contribution will be treated as an Unrestricted 401(k) Employee's Pre-Tax
Contribution and will be allocated among designated Unrestricted 401(k)
Employees on a pro rata basis according to their Compensation for the Plan
Year. The Company also may reduce any Member's Pre-Tax Election to prevent
that Member from causing Excess Deferrals to his Account.
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Savings Plan For The Employees
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(e) For purposes of determining the Actual Deferral Percentage of a
Member who is a five percent owner or one of the ten most highly paid
Highly Compensated Employees of an Affiliate, the Pre-Tax Contributions
(including amounts treated as Pre-Tax Contributions) and Compensation of
such Member shall include the Pre-Tax Contributions and Compensation of
Family Members.
(f) The Actual Deferral Percentage for any Member who is a Restricted
401(k) Employee for the Plan Year and who participates in two or more
arrangements described in Code section 401(k) that are maintained by an
Affiliate, shall be determined as if all Pre-Tax Contributions allocated to
his Account are made under a single arrangement. If a Highly Compensated
Employee participates in two or more arrangements described in Code
section 401(k) that are maintained by an Affiliate and that have different
Plan Years, all such arrangements ending with or within the same calendar
year shall be treated as a single arrangement. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code section 401(k).
(g) In the event that this Plan satisfies the requirements of Code
sections 401(k), 401(a)(4) or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Code sections only if aggregated with this Plan, then this section shall be
applied by determining the Actual Deferral Percentage of Members as if all
such plans were a single plan. For Plan Years beginning after December 31,
1988, plans may be aggregated in order to satisfy Code section 401(k) only
if they have the same Plan Year.
3.08. Company Matching Contributions
Subject to the limitations of Plan article VIII and unless otherwise
specified in an agreement between the Company and a collective bargaining
representative as described in Plan section 2.01(b), the Company shall
contribute each Payroll Period on behalf of each contributing Member an
amount equal to fifty percent (50%) of each Member's After-Tax
Contributions deducted for that Payroll Period pursuant to Plan
section 3.01 and fifty percent (50%) of each Member's Pre-Tax Contribution
allocations for that Payroll Period. The Company will pay its
contributions to the Trustee concurrently with the transfer to the Trustee
of Members' After-Tax Contributions. If Member After-Tax Contributions and
Pre-Tax Elections are suspended for any Payroll Period, Company Matching
Contributions shall also be suspended for such Payroll Period.
3.09. Discretionary Company Contributions
The Company may make an additional Discretionary Contribution to the
Plan for any Plan Year. Discretionary Contributions shall be allocated in
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Savings Plan For The Employees
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accordance with Plan section 4.05 depending on whether they constitute
additional Matching Contributions or other Discretionary Contributions.
3.10. Rollover Contributions
As permitted by the Company, the vested account balance of a Member in
a Defined Contribution Plan, other than the Plan, may be transferred
directly to the Member's Rollover Account in the Plan. Assets so
transferred to the Plan shall be in the form of cash or whole shares of
Ethyl Corporation common stock.
3.11. Matching and After-Tax Contribution Limitations (401(m) Test)
(a) The provisions of this Plan section are applicable only for Plan
Years beginning after December 31, 1986.
(b) This subsection's table determines Excess Aggregate
Contributions. Any amounts that are allocable to Matching Accounts and
After-Tax Accounts for the Plan Year and that exceed the Restricted 401(m)
Employees' Contribution Percentage allowances in the table are Excess
Aggregate Contributions for the Plan Year. As described in Code sec-
tion 401(m)(6)(B)(ii) and in this Plan's definition of Excess Aggregate
Contributions, one Restricted 401(m) Employee's proportionate part of a
Plan Year's Excess Aggregate Contributions is the amount that would not
have been part of his Matching Contribution and After-Tax Contribution
allocation for the Plan Year if the Plan Year's Excess Aggregate Contri-
bution had been eliminated by reducing each Restricted 401(m) Employee's
Matching Contribution and After-Tax Contribution allocation in the order
described in Plan section 4.09, beginning with the individuals with the
highest of those individual Contribution Percentages.
Contribution Contribution Percentage
Percentage of Restricted 401(m)
of Unrestricted 401(m) Employees as a group is
Employees as a group
is
Less than 2% 2.0 times Unrestricted 401(m)
Group's Contribution Percentage
2% to 8% Unrestricted 401(m) Group's
Contribution Percentage plus 2
percentage points
More than 8% 1.25 times Unrestricted 401(m)
Group's Contribution Percentage
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Savings Plan For The Employees
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The point spread indicated as permissive when the Contribution Percentage
for the Unrestricted 401(m) Employees as a group is between zero percent
(0%) and eight percent (8%) is automatically reduced to the extent
necessary to comply with any Treasury regulations promulgated pursuant to
Code section 401(m)(9), such as regulations to prevent the multiple use of
that alternative limitation for any Highly Compensated Employee.
(c) To meet the limitations of this Plan section, to avoid
discrimination prohibited by Code section 401(a)(4), to prevent the
creation of Excess Aggregate Contributions for purposes of Code
section 401(m), or, if it is otherwise necessary to do so, to preserve the
Plan's status as a qualified plan, the Company may adjust or reject
altogether any Member's After-Tax Election or the Company may make an addi-
tional contribution to the Plan for a Plan Year for the benefit of
designated Unrestricted 401(m) Employees. This additional contribution
will be treated for all purposes as a Matching Contribution and will be
allocated (as determined by the Company for that Plan Year) either as a
designated percentage of such Employees' After-Tax Contributions or Pre-Tax
Contribution allocations for that Plan Year or on a pro rata basis
according to their Compensation for the Plan Year.
(d) For purposes of determining the Contribution Percentage of a
Member who is a five-percent owner or one of the ten most highly paid
Highly Compensated Employees, the After-Tax Contributions, Matching
Contributions (including amounts treated as Matching Contributions) and
Compensation of such Member shall include the After-Tax Contributions,
Matching Contributions and Compensation for the Plan Year of Family
Members.
(e) For purposes of this Plan section, the Contribution Percentage
for any Member who is a Restricted 401(m) Employee and who is eligible to
have After-Tax and Matching Contributions allocated to his Account under
two or more plans described in Code section 401(a), or arrangements
described in Code section 401(k), that are maintained by an Affiliate,
shall be determined as if the After-Tax and Matching Contributions were
made under each plan. If a Highly Compensated Employee participates in two
or more cash or deferred arrangements that have different plan years, all
cash or deferred arrangements ending with or within the same calendar year
shall be treated as a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated
under regulations under Code section 401(m).
(f) In the event that the Plan satisfies requirements of Code
section 401(m), 401(a)(4) or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of Code
section 410(b) only if aggregated with the Plan, then this Plan
section shall be applied by determining the Contribution Percentages of
Members as if all such plans were a single plan. For Plan Years beginning
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Savings Plan For The Employees
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after December 31, 1988, the Plans may be aggregated in order to satisfy
Code section 401(m) only if they have the same Plan Year.
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Savings Plan For The Employees
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ARTICLE IV
ALLOCATIONS
4.01. Establishment of Accounts
(a) The Administrator shall establish and maintain a separate Account
for each Member of the Plan. A Member's separate Account shall be divided,
as applicable, into an After-Tax Account, a Pre-Tax Account, a Matching
Account, a Discretionary Account and a Rollover Account. The Administrator
must credit and debit all appropriate amounts, including credits or charges
with its share of contributions, net earnings, realized and unrealized
gains or losses of the applicable investment fund and distributions, to the
applicable Account.
(b) As required for appropriate record-keeping, the Administrator may
establish and name additional Accounts or sub-accounts for each Member.
(c) The Administrator must establish a suspense account whenever
required by Plan article VIII. The suspense account is not a Member's
Account, but it is credited with Trust Fund earnings and losses in the same
way as a Member's Account is credited.
4.02. Allocations of After-Tax Contributions
A Member's After-Tax Contributions for a Payroll Period shall be
credited to the Member's After-Tax Account cash balance as soon as
practicable following the end of that Payroll Period.
4.03. Allocations of Pre-Tax Contributions
The Company's Pre-Tax Contributions on behalf of a Member for a
Payroll Period shall be credited to the Member's Pre-Tax Account cash
balance as soon as practicable following the end of that Payroll Period.
4.04. Allocation of Matching Contributions
The Company's Matching Contribution on behalf of a Member for a
Payroll Period shall be allocated to the Member's Matching Account cash
balance as soon as practicable following that Payroll Period.
4.05. Allocation of Discretionary Contributions
For any Plan Year in which the Company makes a Discretionary
Contribution designated as an additional Matching Contribution, such
contribution will be allocated to the Matching Contribution Accounts of
Members who are Unrestricted 401(m) Employees based on their After-Tax
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Savings Plan For The Employees
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Contributions or Pre-Tax Contribution allocations for that Plan Year. Any
other Discretionary Contribution will be allocated, as of the last
Valuation Date of the Plan Year, to Discretionary Accounts of designated
Members who are not Highly Compensated Employees for such Plan Year based
on the ratio of each such Employee's Compensation for the Plan Year to the
total Compensation of all such Employees for the Plan Year.
4.06. Allocation of Rollover Contributions
The Rollover Contributions of any Member must be allocated to his
Rollover Account.
4.07. Excess Deferrals
If a Member's Pre-Tax Election has caused that Member to have an
Excess Deferral under this Plan or any other qualified plan or deferral
mechanism, the Member qualifies for a distribution according to this
section if he allocates his Excess Deferrals among this Plan and those
other qualified plans or mechanisms no later than the first March 1
following the close of his taxable year during which he made Excess
Deferrals. A Member's allocation for this Plan according to this Plan
section is accomplished when the Member delivers to the Employee Benefits
Section a written form showing the Member's total Excess Deferrals for the
year and the portion of the total that he has allocated to this Plan. The
Administrator may require that the submitted form contain any other facts
or representations that it finds useful in applying this Plan section, and
it may require any oaths or indemnifications for the Plan that it
determines to be necessary to assure that the Plan is protected from that
Member's errors or misrepresentations. A Member who has made elective
deferrals (as described in Code section 402(g)) to a plan of an employer
who is not an Affiliate may assign to this Plan any Excess Deferrals made
during the Member's taxable year by notifying the Administrator on or
before the date announced by the Administrator of the amount of Excess
Deferrals to be assigned to the Plan. If the Administrator determines that
a Member has satisfied this Plan section's requirements, it may cause the
Trustee to distribute to that Member no later than the first April 15
following that March 1 from that Member's Pre-Tax Account any amount that
does not exceed the lesser of that year's Pre-Tax Contributions allocated
to that Member's Pre-Tax Account or the amount allocated by that Member as
this Plan's share of his Excess Deferrals. Excess Deferrals that are
distributed in accordance with this Plan section shall be adjusted for any
income, gain or loss credited to the Member's Pre-Tax Account as of the
Valuation Date coincident with the date of distribution. Income, gain or
loss allocable to Excess Deferrals for a Plan Year shall be calculated in
accordance with Plan section 6.03.
4.08. Excess Pre-Tax Contributions
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Savings Plan For The Employees
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(a) If there are Excess Pre-Tax Contributions for a Plan Year, the
provisions of subsection (b) will be applied first and then the
Administrator must apply the provisions of subsections (c) and (d) and any
additional choices available under the Treasury regulations to Code sec-
tion 401(k)(8).
(b) To the extent that it is not inconsistent with Treasury
regulations, and within the limitations of Plan section 3.01, the
Administrator must treat, solely for federal income tax purposes, all or a
portion of the Excess Pre-Tax Contribution amounts that would be
distributed to a Highly Compensated Employee if the provisions of subsec-
tions (c) and (d) were applied without regard to this subsection as having
been distributed to him and contributed to his After-Tax Account as an
After-Tax Contribution. This deemed contribution must occur before the
close of the Plan Year immediately after the Plan Year during which the
Excess Pre-Tax Contribution was allocated. Such deemed contributions shall
continue to be subject to the distribution restrictions of Plan
section 7.07 and shall be treated as a Company contribution for purposes of
Code section 404.
(c) As provided in Code section 401(k)(8)(C), after the application
of subsection (b), distributions of Excess Pre-Tax Contributions must be
made to the Highly Compensated Members from their Pre-Tax Accounts on the
basis of the respective portions of the Excess Pre-Tax Contributions
attributable to each of those Members. According to applicable Treasury
regulations and subject to the limitations of subsection (e), a Member's
share of Excess Pre-Tax Contributions must be adjusted to reflect
investment gains and losses on Pre-Tax Contributions. In addition, the
Administrator must cause each Member's share of Excess Pre-Tax
Contributions to be reduced in any manner not prohibited by law and not
inconsistent with applicable Treasury regulations by that Member's
allocation of Excess Deferrals that are distributed according to this Plan
from the Trust Fund.
(d) For each Highly Compensated Employee as to his portion (if any)
of the Excess Pre-Tax Contributions, the Administrator may cause the
Trustee to distribute up to the entire amount of that Member's portion of
the Excess Pre-Tax Contributions (and any income allocable to such
contributions under subsection (e)) to that Highly Compensated Employee.
Any such distribution must occur before the close of the Plan Year
immediately after the Plan Year for which the Excess Pre-Tax Contributions
were allocated. Any distribution of Excess Pre-Tax Contributions (and
income) may be made without regard to any other provisions of law.
(e) Excess Pre-Tax Contributions that are distributed in accordance
with subsections (c) and (d) of this Plan section shall be adjusted for any
income, gain or loss credited to the Member's Pre-Tax Account as of the
Valuation Date coincident with or immediately preceding the date of distri-
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Savings Plan For The Employees
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bution. Income, gain or loss allocable to Excess Pre-Tax Contributions for
a Plan Year shall be calculated in accordance with Plan section 6.03.
4.09. Excess Aggregate Contributions
(a) The provisions in this Plan section apply only for Plan Years
beginning after December 31, 1986.
(b) If there are Excess Aggregate Contributions for a Plan Year, no
later than the last day of the next Plan Year, the Administrator may
implement the provisions of this Plan section and take any other action
permissible according to Code section 401(m)(6) and Treasury regulations to
reduce or avoid other adverse consequences associated with Excess Aggregate
Contributions.
(c) As provided in Code section 401(m)(6)(C), distributions of Excess
Aggregate Contributions must be made to the Highly Compensated Members on
the basis of the respective portions of the Excess Aggregate Contributions
attributable to each of those Members. According to applicable Treasury
regulations and subject to the limitations of subsection (d), a Member's
share of Excess Aggregate Contributions must be adjusted to reflect
investment gains and losses on those Excess Aggregate Contributions while
those assets were in the Trust Fund. In addition, to the extent that Pre-
Tax Contribution allocations have been considered in computing any Member's
Contribution Percentage, and before any distributions under this subsection
are made, the Administrator must cause each Member's share of Excess
Aggregate Contributions to be reduced in any manner not prohibited by law
and not inconsistent with applicable Treasury regulations first by that
Member's allocation of Excess Deferrals and then by Excess Pre-Tax
Contributions that are distributed according to this Plan from the Trust
Fund. After adjustment, as described, for Excess Deferrals or Excess Pre-
Tax Contributions that are distributed, distribution of a Member's share of
Excess Aggregate Contributions (as adjusted for investment gains and losses
in accordance with subsection (d)) must come pro rata from that Member's
Matching Contribution allocations to his Matching Account, from that
Member's After-Tax Contribution allocations to his After-Tax Account, and
from that Member's Pre-Tax Contribution allocations to his Pre-Tax Account.
The Administrator may cause the Trustee to distribute the Excess Aggregate
Contributions (and any income allocable to those contributions under
subsection (d)) according to this Plan section without regard to any other
provisions of law.
(d) Excess Aggregate Contributions that are distributed in accordance
with subsection (c) of this Plan section shall be adjusted for any income,
gain or loss credited to the Member's Matching Contribution Account, After-
Tax Account and Pre-Tax Account, as applicable, as of the Valuation Date
coincident with or immediately preceding the date of distribution. Income,
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Savings Plan For The Employees
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gain or loss allocable to Excess Aggregate Contributions for a Plan Year
shall be calculated in accordance with Plan section 6.03.
(e) The Administrator must determine the amount of Excess Aggregate
Contributions after first determining the amount of Excess Deferrals and
second, after determining the amount of Excess Pre-Tax Contributions and
causing those Excess Deferrals and Excess Pre-Tax Contributions to be
adjusted, as authorized in Code sections 401(k)(8) and 402(g).
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Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE V
INVESTMENTS
5.01. Effective Date
The provisions of this article are effective as of March 4, 1994.
5.02. Investment Funds
The Trust Fund shall be comprised of five (5) Active Investment Funds
and three (3) Inactive Investment Funds as described below.
Active Investment Funds:
Indexed Bond Fund
Indexed Equity Fund
Balanced Fund
Money Market Fund
Ethyl Stock Fund
Inactive Investment Funds:
Tredegar Stock Fund
First Colony Stock Fund
Albemarle Stock Fund
The Board of Directors of Ethyl Corporation or its delegatees may add or
delete Investment Funds from time to time. Members shall be given notice
of all changes in Investment Funds offered under this section. The
availability of Investment Funds shall be administered on a uniform and
nondiscriminatory basis with respect to all similarly situated Members.
5.03. Investment of Matching and Discretionary Contributions
(a) Except as provided in subsections (b) and (c), a Member may not
direct the investment of amounts allocated to his Matching and
Discretionary Accounts. All Matching and Discretionary Contributions made
to the Plan on or after May 1, 1983, shall be invested in the Ethyl Stock
Fund.
(b) A Member may request the liquidation and transfer of all or part
of his investment in the Ethyl Stock Fund attributable to Matching
Contributions paid to the Plan on his behalf prior to May 1, 1983, from
that Investment Fund to an alternate Active Investment Fund in accordance
with the applicable provisions of Plan section 5.05.
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Savings Plan For The Employees
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(c) A Member may request the liquidation and transfer of all or part
of his investment in the Ethyl Stock Fund attributable to Matching and
Discretionary Contributions paid to the Plan on his behalf on or after May
1, 1983, from that Investment Fund to an alternate Active Investment Fund.
Transfers pursuant to this subsection (c) shall be made at such time and in
such manner as may be prescribed by the Company from time to time as
provided for Member directed investments under Plan section 5.05. Only one
such transfer from the Ethyl Stock Fund (whether it be full or partial)
shall be permitted during any one period of employment of the Member by the
Company. For purposes of this restriction, a period of employment will be
deemed to end when a Member's account is distributed to him in accordance
with Plan section 7.01 or 7.02.
5.04. Investment in Inactive Investment Funds
(a) No After-Tax Contributions, Pre-Tax Contributions or Rollover
Contributions may be invested in the Tredegar Stock Fund, the First Colony
Stock Fund or the Albemarle Stock Fund. Existing investments in the
Tredegar Stock Fund, the First Colony Stock Fund or the Albemarle Stock
Fund shall remain so invested until transferred or distributed under the
terms of the Plan.
(b) A Member may request the liquidation and transfer of all or part
of his investment in the Tredegar Stock Fund, the First Colony Stock Fund
or the Albemarle Stock Fund from that Investment Fund to an alternate
Active Investment Fund in accordance with the applicable provisions of Plan
section 5.05.
5.05. Member Directed Investments
(a) Each Member shall have the opportunity to direct the investment
of his Directed Accounts in accordance with this Plan section. The
provisions of this Plan section are intended to satisfy the requirements of
ERISA section 404(c) and the regulations promulgated thereunder. Under the
terms of this Plan section, each Member will have a reasonable opportunity
to give investment instructions to the Administrator or his delegatee. The
Administrator or his delegatee is obligated to comply with such instruc-
tions except as provided in subsection (g), provided that the instructions
are in accordance with the procedures governing investment elections. A
Member who directs the investment of his Directed Accounts in accordance
with this Plan section shall not be deemed to be a fiduciary of the Plan
(as defined in ERISA section 3(21)). In addition, no fiduciary with
respect to the Plan shall be liable for any breach of Title I of ERISA as a
result of a Member's investment direction.
(b) Except as provided in subsections (c), (d) and (g), a Member may
direct the investment of his Directed Accounts into any of the Active
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Savings Plan For The Employees
Of Ethyl Corporation
Investment Funds in accordance with the investment election procedures
described in the following subsections.
(c) Each Member may elect to invest his future After-Tax
Contributions, Pre-Tax Contributions and Rollover Contributions allocable
to his Account in increments of one percent (1%). Investment elections may
be made at such time and in such manner as the Company may from time to
time prescribe on a uniform and nondiscriminatory basis with respect to all
similarly situated Members; provided, however, that the Company may impose
such restrictions on the time and manner of investment elections as may be
necessary to comply with the requirements of the Securities and Exchange
Act of 1934. Any such investment election shall be deemed to continue
until a notice of change is received by the Employee Benefits Section or
its delegatees. A Member's directions must cover the entire amount of his
future After-Tax Contributions, Pre-Tax Contributions and Rollover
Contributions.
(d) A Member may, in addition to the election under subsection (c),
elect to liquidate and transfer all or part of his investment in the
Indexed Bond Fund, the Indexed Equity Fund, the Balanced Fund, the Money
Market Fund, the Ethyl Stock Fund (excluding Matching and Discretionary
Contributions that were allocated to the Ethyl Stock Fund on or after May
1, 1983, pursuant to Plan section 5.03), the Tredegar Stock Fund, the First
Colony Stock Fund or the Albemarle Stock Fund to an alternate Active
Investment Fund. A Member may effect a transfer at such time and in such
manner as may be prescribed by the Company from time to time on a uniform
and nondiscriminatory basis with respect to similarly situated Members;
provided, however, that the Company may impose such restrictions on the
time and manner of transfer elections as may be necessary to comply with
requirements of the Securities and Exchange Act of 1934. Transfer
elections shall be based on the value of the Member's Account in the
applicable Investment Fund as of the Valuation Date coincident with or
immediately preceding the date all or part of his interest is liquidated
and, if later, the Valuation Date coincident with or immediately preceding
the date amounts are reinvested upon settlement of accounts.
(e) The Administrator shall provide Members with sufficient
information concerning the Investment Funds to permit them to make informed
investment decisions. Alternatively, the Administrator may provide Members
with directions as to how such investment information may be obtained.
(f) A Member's Directed Accounts may be charged for the reasonable
expenses of carrying out his investment directions, provided that
reasonable procedures are established to inform the Member of any such
charges. Each Member also must receive periodic reports on the actual
expenses incurred with respect to such Accounts.
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Savings Plan For The Employees
Of Ethyl Corporation
(g) The Trustee may decline to follow any Member direction under this
Plan section which, if implemented
(1) would not be in accordance with the documents and
instruments governing the Plan, insofar as such documents are
consistent with Title I of ERISA;
(2) would cause the Trustee to maintain an indicia of ownership
of any asset of the Plan outside the jurisdiction of the district
courts other than as permitted by ERISA section 404(b);
(3) would jeopardize the Plan's tax-qualified status under Code
section 401(a);
(4) would result in a direct or indirect: (i) sale, exchange or
lease of property between the Company and the Plan (other than a
purchase or sale of Ethyl Corporation common stock that satisfies
subsection (j)); (ii) loan to the Company or an Affiliate;
(iii) acquisition or sale of any employer real property; or
(iv) acquisition or sale of any employer security (as defined in ERISA
Section 407(d)(1)) except to the extent that the acquisition of such
security satisfies subsection (j);
(5) would result in a prohibited transaction described in ERISA
section 406 or Code section 4975;
(6) would result in a loss in excess of the Member's Account
balance; or
(7) would generate income that would be taxable to the Plan.
(h) If a Member chooses not to direct the investment of all or part
of his future After-Tax Contributions, Pre-Tax Contributions or Rollover
Contributions allocated to his Account (whether an affirmative choice or
one deemed by his failure to submit an election to invest such future
contributions), the Trustee shall, to the extent consistent with its
fiduciary duties under ERISA section 404, invest the Member's future After-
Tax Contributions, Pre-Tax Contributions and Rollover Contributions or that
portion of any such contributions in the Money Market Fund.
(i) Effective November 1, 1993, if a Member terminates employment on
account of death, the Trustee shall, to the extent consistent with its
fiduciary duties under ERISA section 404(c), invest any amounts remaining
in the Member's Directed Accounts among the various Investment Funds in
accordance with the Member's instructions in effect on the date of his
death until such time as the Member's Account may be distributed to his
Beneficiary pursuant to Plan section 7.01. A Beneficiary may not direct
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Savings Plan For The Employees
Of Ethyl Corporation
the investment of amounts remaining in the Member's Directed Accounts upon
his death.
(j) A Member may direct all or a portion of his Directed Accounts in
Ethyl Corporation common stock provided that:
(1) Ethyl Corporation common stock is a qualifying employer
security as defined in ERISA section 407(d)(3);
(2) Ethyl Corporation common stock is traded on a national
securities exchange or other securities market;
(3) Ethyl Corporation common stock is traded with sufficient
frequency and in sufficient volume to assure that Member directions to
buy or sell the security may be acted upon promptly and efficiently;
(4) the same information provided to shareholders of Ethyl
Corporation common stock is provided to Members who invest in such
Ethyl Corporation common stock;
(5) voting, tender and similar rights with respect to Ethyl
Corporation common stock are passed through to Members;
(6) information relating to the purchase, holding, and sale of
Ethyl Corporation common stock and the exercise of voting, tender and
similar rights with respect to such securities by Members is main-
tained in accordance with procedures designed to safeguard the
confidentiality of such information, except to the extent necessary to
comply with Federal laws or state laws not preempted by ERISA; and
(7) Ethyl Corporation designates a fiduciary who is responsible
for ensuring that (i) the procedures required in paragraph (4) above
are sufficient to safeguard the confidentiality of the information
described in that paragraph; (ii) such procedures are being followed;
and (iii) an independent fiduciary (who is not affiliated with a
Company) is designated or appointed to carry out activities relating
to any situation which the fiduciary designated for purposes of this
paragraph determines involve a potential for undue influence upon
Members by any Company with regard to the direct or indirect exercise
of shareholder rights.
Absent the designation of a fiduciary in accordance with this subsection on
or before the prescribed date, Ethyl Corporation is designated as the
fiduciary and shall continue as such, until it appoints a successor. Ethyl
Corporation shall retain the right to appoint and remove both the fiduciary
required by this Plan section and any independent fiduciary appointed
pursuant to paragraph (7). If Ethyl Corporation fails to appoint an
independent fiduciary hereunder in circumstances which the Trustee believes
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Savings Plan For The Employees
Of Ethyl Corporation
warrants such appointment, the Trustee may request Ethyl Corporation to do
so and Ethyl Corporation shall either make such appointment or Ethyl
Corporation shall appoint a successor Trustee.
(k) For purposes of this Plan section and Plan section 5.10, the term
"Directed Accounts" shall refer to a Member's After-Tax Account, Pre-Tax
Account, Rollover Account and the portion of such Member's Matching Account
attributable to Matching Contributions paid to the Plan on the Member's
behalf prior to May 1, 1983, and the portion of his Matching Account or
Discretionary Account that represents his investment in the First Colony
Stock Fund or the Tredegar Stock Fund.
5.06. Transfer Procedures
(a) If a Member elects to transfer less than the full amount of his
investment in a particular Investment Fund as provided in Plan sections
5.03 and 5.05, he must specify how the amount transferred will be taken
against his accounts invested in that Fund according to one of the
following three options:
(1) The Member may specify that the amount transferred shall be
taken from amounts allocated, as of the applicable Valuation Date, to
his After-Tax Account, Pre-Tax Account, Matching Account or Discre-
tionary Account that is invested in the Investment Fund; provided,
however, that a Member may not specify more than one account from
which the amount will be taken with respect to an investment transfer
under this option.
(2) The Member may specify that the amount transferred shall be
taken on a pro rata basis, as of the applicable Valuation Date, from
amounts allocated to his After-Tax, Pre-Tax and Rollover Accounts, and
the portion of the Member's Matching Account attributable to Matching
Contributions paid to the Plan on his behalf prior to May 1, 1983, as
applicable.
(3) The Member may specify that the amount transferred shall be
taken on a pro rata basis, as of the applicable Valuation Date, from
amounts allocated to his After-Tax, Pre-Tax, Rollover, Matching and
Discretionary Accounts, as applicable. The amount transferred on a
pro rata basis from the Member's Matching and Discretionary Accounts
shall include amounts attributable to Matching and Discretionary
Contributions paid to the Plan on the Member's behalf on or after
May 1, 1983.
A Member who specifies that amounts transferred from his investment in
the Ethyl Stock Fund shall be taken from his Matching or Discretionary
Accounts as described in paragraphs (1) or (3) above, may be subject to the
restriction on investment transfers provided in Plan section 5.03(c).
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Savings Plan For The Employees
Of Ethyl Corporation
(b) In order to complete transfer transactions described in Plan
sections 5.03, 5.04 and 5.05, the Trustee shall purchase and sell, at
current market rates, units of participation in the Indexed Bond Money
Fund, the Indexed Equity Fund, the Balanced Fund and the Money Market Fund
and shares of common stock held in the Ethyl Stock Fund, the First Colony
Stock Fund and the Tredegar Stock Fund. When the Trustee sells units of
participation or shares of common stock to effect a transfer of a Member's
interest from one Investment Fund to another Investment Fund, the Trustee
shall not reinvest the proceeds from such sale until after the settlement
date. To the extent possible, the Trustee shall match share sale require-
ments from the Ethyl Stock Fund with share purchase requirements from the
Ethyl Stock Fund. Notwithstanding the foregoing, if the total number of
shares of Ethyl common stock to be sold exceeds the number of shares to be
allocated to accounts in the Ethyl Stock Fund, the Trustee may permit Ethyl
Corporation to repurchase any shares of Ethyl Corporation common stock at
then current market rates.
5.07. Investment of Income
Income collected by the Trustee in the Indexed Bond Fund, the Indexed
Equity Fund, the Balanced Fund and the Money Market Fund shall be
reinvested in the fund to which it relates. Dividends on Ethyl Corporation
common stock, First Colony Corporation common stock, Albemarle Corporation
common stock and, effective March 4, 1994, Tredegar Industries, Inc. common
stock and earnings on temporary investments of cash in such Investment
Funds shall be reinvested in the Fund to which they relate.
5.08. Warrants, Rights and Options
A Member shall have the right to request, direct or demand the Trustee
to exercise on his behalf any rights, warrants or options issued with
respect to Ethyl Corporation common stock allocated to his Account, and the
Trustee shall exercise or sell any such rights, warrants or options in
accordance with the Member's directions. A Member shall not have the right
to request, direct or demand the Trustee to exercise on his behalf any
rights, warrants or options issued with respect to other securities
credited to his Account and the Trustee, in its discretion, may exercise or
sell any such rights, warrants or options. In the event warrants, rights
or options are exercised or sold under this subsection, each Member's
Account shall be credited with its proportionate share of the proceeds.
5.09. Voting Rights
(a) All voting rights with respect to securities in the respective
investments shall be exercised by the Trustee or by such proxies as the
Trustee may select.
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Savings Plan For The Employees
Of Ethyl Corporation
(b) Voting rights with respect to stock in the Ethyl Stock Fund shall
be exercised as provided in this subsection. When and to the extent voting
rights may be exercised by holders of Ethyl Corporation common stock , the
Administrator will cause to be mailed to each Member who has a portion of
his Account invested in the Ethyl Stock Fund, copies of the same proxy
material as is sent to stockholders of the Company, with the request that
the Member give voting instructions to the Trustee with respect to the
number of shares of Ethyl Corporation common stock in his Account as of the
Valuation Date coincident with the record date for such stockholder
meeting. When instructions are received, the Trustee shall vote such
shares in accordance therewith. Any shares of Ethyl Corporation common
stock credited to a Member's Account as of the applicable Valuation Date
for which the Trustee receives no voting instructions or shares of Ethyl
Corporation common stock which are held by the Trustee and are not credited
to any Member's Account as of the applicable Valuation Date shall, to the
extent consistent with its fiduciary duties under ERISA section 404, be
voted by the Trustee in accordance with the recommendations of management
contained in such proxy material. If the Trustee receives instructions for
fractional shares of Ethyl Corporation common stock, the Trustee shall
aggregate like instructions for such fractional shares to the extent
possible and vote the aggregated shares according to the Member's
instructions.
5.10. Tender or Exchange Rights
(a) The limitations of Plan sections 5.05 and 5.06 to the contrary
notwithstanding, each Member may, to the extent that his Account is
invested in shares of Ethyl Corporation common stock as of the Valuation
Date coincident with the record date, direct the Trustee in writing as to
the manner in which to respond to a tender or exchange offer with respect
to such shares. To the extent consistent with its fiduciary duties under
ERISA Section 404, the Trustee shall respond in accordance with the
instructions so received. The Trustee shall distribute or cause to be
distributed to each Member such information as will be distributed to Ethyl
Corporation stockholders in connection with any such tender or exchange
offer, together with a form requesting the Member's confidential
instructions on whether or not such shares will be tendered or exchanged.
To the extent consistent with its fiduciary duties under ERISA Section 404,
the Trustee shall not tender or exchange any shares of Ethyl Corporation
common stock credited to a Member's Account as of the applicable Valuation
Date for which the Trustee does not receive timely direction as to the
manner in which to respond to a tender or exchange offer. Any shares of
Ethyl Corporation common stock that are held by the Trustee which are not
credited to a Member's Account as of the applicable Valuation Date shall,
to the extent consistent with its fiduciary duties under ERISA section 404,
be tendered or exchanged by the Trustee proportionally in the same manner
as are shares tendered or exchanged with respect to which Members have the
right of direction.
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Savings Plan For The Employees
Of Ethyl Corporation
(b) Cash proceeds received in a tender or exchange offer of Ethyl
Corporation common stock credited to a Member's Account pursuant to this
Plan section shall be invested among the Investment Funds based on the
Member's investment elections with respect to his Directed Accounts. Non-
cash proceeds received in a tender or exchange pursuant to this Plan
section shall be held in such manner as may be prescribed by the Company
from time to time on a uniform and nondiscriminatory basis with respect to
similarly situated Members.
5.11. Other Provisions Applicable to Funds
(a) The fact that a security is available for investment under the
Plan shall not be construed as a recommendation for its purchase, and each
Member's selection as to an Investment Fund will be solely the
responsibility of the Member.
(b) Except as provided in this article, all other rights of legal
ownership with respect to securities in the respective investments shall be
exercised by the Trustee.
(c) When incurred, 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.
(d) No less frequently than annually a report will be given to each
Member showing the value of his interest in each Investment Fund.
(e) All securities in the Investment Funds will be held in the name
of the Trustee or its nominee.
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Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE VI
VALUATION AND ACCOUNTING
6.01. Valuation of Accounts
Members' Accounts shall be valued, pursuant to the remaining
provisions of this article, as of each Valuation Date using the fair market
value of the Investment Funds as reported in writing by the Trustee.
6.02. Allocation of Contributions Between Investment Funds
Contributions allocated to a Member's Account as of any Valuation Date
shall be divided by the Administrator between the Investment Funds in
accordance with the provisions of Plan article V.
6.03. Allocation of Income and Gains and Losses
(a) Cash dividends paid or accrued on shares of stock included in the
Ethyl Stock Fund, the First Colony Stock Fund, the Albemarle Stock Fund
and, effective March 4, 1994, the Tredegar Stock Fund, shall be allocated
to the cash balance of each Member's Account on the basis of the ratio of
the number of shares of stock in each Account as of the Valuation Date
coincident with the ex-dividend date to the total number of shares of stock
in all such accounts at such time.
(b) Before crediting the amounts allocated to any Member for each
Valuation Date under Plan section 6.02, the net gain or loss attributable
to the Ethyl Stock Fund, the Tredegar Stock Fund, the First Colony Stock
Fund and the Albemarle Stock Fund shall be determined by adding together
all income received or accrued, realized profits (excluding any dividends
paid on shares of stock allocated under subsection (a)), all charges and
expenses, and any realized losses which may have been sustained. Such net
gain or loss shall be allocated to the cash balances of each Member's
account existing in the Ethyl Stock Fund, the Tredegar Stock Fund, the
First Colony Stock Fund and the Albemarle Stock Fund on the basis of the
ratio of the cash balance of each account in each Investment Fund
immediately after the preceding Valuation Date to the total cash balances
in all accounts in such Investment Funds at that time. The value of shares
of stock in the Ethyl Stock Fund, the Tredegar Stock Fund, the First Colony
Stock Fund and the Albemarle Stock Fund shall increase or decrease to
reflect any unrealized profits or losses that may have been sustained.
(c) Before crediting the amounts allocated to any Member for each
Valuation Date under Plan section 6.02, each Member's Account shall be
adjusted as of each Valuation Date to reflect all income received or
accrued, realized and unrealized profits, all charges and expenses, and any
VI-1
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Savings Plan For The Employees
Of Ethyl Corporation
realized or unrealized losses which may have been sustained with respect to
the Indexed Equity Fund, the Indexed Bond Fund, the Balanced Fund and the
Money Market Fund, as applicable, in accordance with such procedures as may
be established by the Administrator for appropriate record-keeping.
6.04. Allocation of Shares of Stock
(a) Shares of stock purchased by the Trustee for investment in the
Ethyl Stock Fund since the preceding Valuation Date (excluding any shares
of stock purchased to satisfy investment transfer requests in accordance
with Plan section 5.04) shall be allocated to each Member's account within
the Ethyl Stock Fund, on the basis of the ratio of the cash balance of each
such account as of the Valuation Date to the total cash balances in all
such accounts at such time. Concurrent with the allocation of such
purchased shares, the cash balance in each account will be correspondingly
reduced based on the average purchase price paid by the Trustee for such
shares.
(b) Shares acquired by dividends, stock splits or other such
divisions shall be allocated to the Member's Account on the basis of the
ratio of the number of shares of stock in each such Account as of the
Valuation Date coincident with the ex-dividend date of such dividend,
split, or other division, to the total number of shares of stock in all
separate Accounts at such time. Tender or exchange rights will be
processed as described in Plan section 5.10.
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<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE VII
DISTRIBUTION
7.01. Plan Termination, Death, Permanent and Total Disability,
Retirement
In the event of termination of the Plan or a Member's termination of
employment by reason of death, qualification for Permanent and Total
Disability or retirement, the value of the Member's Matching and
Discretionary Accounts shall be one hundred percent (100%) vested. Except
as provided in Plan section 7.04, the Plan shall pay to the Member or his
Beneficiary, as the case may be, the total value of the Member's Account as
soon as administratively practicable after his termination of employment.
The total value of the Member's Account shall be determined as of the
Valuation Date coincident with or immediately preceding the date of distri-
bution. Cash distributions in lieu of stock shall be made as soon as
administratively feasible following the applicable settlement date.
Notwithstanding the foregoing, a distribution under this Plan section shall
not be made if restricted by Plan section 7.07(f).
7.02. Other Separation
(a) In the event of termination of employment for reasons other than
death, retirement or qualification for Permanent and Total Disability, the
Plan shall pay to the Member the value of his After-Tax, Pre-Tax, and
Rollover Accounts plus the value arising from the vested portion of his
Matching and Discretionary Accounts. Except as provided in Plan section
7.04, the Plan shall pay to the Member the value of his vested Account
described in the preceding sentence as soon as administratively practicable
after his termination of employment. The value of the Member's vested
Account shall be determined as of the Valuation Date coincident with or
immediately preceding the date of distribution. Cash distributions in lieu
of stock shall be made as soon as administratively feasible following the
applicable settlement date.
(b) A distribution cannot be made pursuant to this Plan section or
Plan section 7.01, if, at the time of the distribution, the Member is again
employed by the Company, unless the distribution is by reason of Plan
termination (provided such distribution is not restricted by Plan
section 7.07(f)).
(c) Matching and Discretionary Accounts become vested according to
the following table:
Completed Vested Percentage
Years of Service of Accounts
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Savings Plan For The Employees
Of Ethyl Corporation
Less than 3 0%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
A Member shall also be fully vested in his Matching and Discretionary
Accounts upon his attaining Normal Retirement Age while in the active
employ of the Company.
(d) If a Member terminates employment with the Company and is
reemployed as an Employee, the following rules apply:
(1) If a Member is reemployed after incurring a Break in
Service but before incurring five (5) consecutive one-year Breaks in
Service, his vested interest in his Matching and Discretionary
Accounts is determined based on his Years of Service before the Break
in Service and his Years of Service after the Break in Service.
(2) If a Member is reemployed after incurring five (5) or more
consecutive one-year Breaks in Service, all Years of Service after
such Breaks in Service shall be disregarded for purposes of deter-
mining such Member's vested interest in his pre-break Matching and
Discretionary Accounts. For purposes of determining such Member's
vested interest in his post-break Matching and Discretionary Account,
he retains his Years of Service for his service before the Breaks in
Service only if he had a vested interest in his Matching or
Discretionary Account at the time of his termination of employment.
(e) If a Member terminates his employment and does not receive a
distribution, the non-vested portion of his Matching and Discretionary
Account will be retained in the Plan until such time as such Member first
incurs five (5) consecutive one-year Breaks in Service, at which time such
non-vested portion shall be forfeited. Until forfeited, a Member's vested
interest in such Accounts at any subsequent date shall be determined
according to the following formula
(P) (AB + D) - D
where P is his vested percentage as of the date of determination; AB equals
his total Account balance as of the date of determination; and D is the
amount of any distribution he received at his earlier separation from
service.
(f) If a Member terminates employment and receives a distribution,
the non-vested portion of his Matching and Discretionary Accounts will be
forfeited as of the Valuation Date coincident with or immediately following
the date of distribution. If the Member is later reemployed and resumes
participation in the Plan, the value of the non-vested portion of his
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Savings Plan For The Employees
Of Ethyl Corporation
Matching and Discretionary Account that was forfeited pursuant to this
subsection (f) will be reinstated to its value as of the date of
forfeiture, without adjustment for any subsequent gains or losses of the
Trust Fund, if the Member repays in cash in a lump sum the entire amount
distributed to him before the earlier of five (5) years after the Member's
reemployment date or the date he incurs five (5) consecutive one-year
Breaks in Service following the date of distribution. If the Member's
Account is not reinstated, then all Years of Service prior to such Breaks
will be disregarded.
(g) In the case of a terminated Member whose vested interest in his
Matching and Discretionary Account is zero, such Member shall be deemed to
have received a distribution of such vested Account balance and the
Member's non-vested Matching and Discretionary Account balance shall be
forfeited as of the Valuation Date coincident with or immediately following
the Member's termination of employment.
(h) The value of the portion of a Matching or Discretionary Account
that is forfeited shall be determined as of the Valuation Date coincident
with or immediately preceding the date such forfeitures are credited
against Company contributions due under Plan section 3.08.
(i) The spinoff of the Albemarle division of Ethyl Corporation
("Albemarle") from the Company shall not be deemed to have caused a
termination of employment for purposes of this Article VII with respect to
any "Albemarle Member." For purposes of this section, an "Albemarle
Member" is any Member (i) who is an employee of Albemarle or an Albemarle
subsidiary on the date that the stock of Albemarle is distributed to
shareholders of the Company (the "Distribution Date") or who becomes an
employee of Albemarle or an Albemarle subsidiary after the Distribution
Date and (ii) with respect to whom the Plan has transferred or will trans-
fer his Accounts under the Plan to any qualified Defined Contribution Plan
maintained by Albemarle.
7.03. Timing of Distributions
(a) If, as of the applicable Valuation Date, the value of the vested
portion of a terminated Member's Account exceeds $3,500 (or has exceeded
$3,500 at the time of any prior distribution), then no fewer than thirty
(30) days and no more than ninety (90) days before his Annuity Starting
Date, the Member shall be given a written notice (by first class mail or
personal delivery), which describes the following: (i) the terms and
conditions of the optional forms of benefit payment; (ii) the Member's
right to defer receipt of the distribution until such time as his Account
is distributable without his consent; and (iii) the Member's right to a
period of thirty (30) days after receipt of the notice to consent to a
distribution (and, if applicable, to elect a particular distribution
option). After receipt of the notice required by this subsection, the
VII-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
terminated Member must consent in writing to receive a distribution. Such
distribution may commence fewer than thirty (30) days after the notice
required by this subsection is given provided that the Member elects in
writing to receive such distribution.
(b) If, after receipt of the notice required by subsection (a), the
terminated Member does not consent to receive a distribution pursuant to
subsection (a), the distribution of his Account will be postponed until the
date on which the Account may be distributed without his consent. A
Member's Account may be distributed without his consent after the earlier
of (i) his attainment of Normal Retirement Age; or (ii) his death. The
terminated Member's postponed distribution account will be held as part of
the Trust Fund and will participate in the income, gains, and losses of the
Trust in accordance with the provisions of Article V.
VII-4
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Savings Plan For The Employees
Of Ethyl Corporation
7.04. Qualified Domestic Relations Order Distributions
(a) The Administrator must establish reasonable written procedures
for determining the qualified status of a domestic relations order and for
administering payments under a Qualified Domestic Relations Order. The
Administrator must promptly notify the Member and each Alternate Payee of
the receipt of a domestic relations order and of the procedures for
determining its qualified status. Within a reasonable period after it
receives a domestic relations order, the Administrator must determine
whether the order is a Qualified Domestic Relations Order and notify the
Member and each Alternate Payee of such determination.
(b) No amounts will be distributed to the Member to whom a domestic
relations order relates after the date on which the Administrator receives
the order (or a modification of an order) for determination as a Qualified
Domestic Relations Order and before the earlier of (i) the expiration of
the eighteen-month period beginning on that date; (ii) the date on which
the Administrator determines that the order (or a modification of an order)
is a Qualified Domestic Relations Order; or (iii) the date the parties
notify the Administrator that they no longer intend to pursue a Qualified
Domestic Relations Order with respect to the Member's Account. The
Administrator must separately account for the amounts that would have been
payable to the Alternate Payee during the period described above if the
order had been determined to be a Qualified Domestic Relations Order.
(c) The following provisions apply to amounts that are subject to a
domestic relations order that is determined to be a Qualified Domestic
Relations Order on or after November 1, 1993.
(1) Notwithstanding any Plan provision to the contrary, the
Alternate Payee shall receive payment of the amount awarded to him
under the Qualified Domestic Relations Order as soon as practicable
after the date of entry of the order, provided, however, that the
amount paid to the Alternate Payee pursuant to the Qualified Domestic
Relations Order shall not exceed the vested portion of the Member's
Account, valued as of the Valuation Date coincident with or
immediately preceding the date of entry of the order. The Qualified
Domestic Relations Order may not specify a date of payment to the
Alternate Payee that is later than the payment date specified under
this subparagraph. Payment of amounts with respect to a Member who
has not yet terminated employment is not to be considered to violate
the prohibition on providing increased benefits in the Plan's
definition of a Qualified Domestic Relations Order.
(2) Unless otherwise specified in the Qualified Domestic
Relations Order payments to or on behalf of the Alternate Payee shall
be made in cash with respect to amounts paid from the portion of the
Member's Account invested in the Indexed Bond Fund, the Indexed Equity
VII-5
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
Fund, the Balanced Fund or the Money Market Fund and, to the extent
possible, in whole shares of stock with respect to amounts paid from
the portion of the Member's Account invested in the Ethyl Stock Fund,
the First Colony Stock Fund, the Tredegar Stock Fund or the Albemarle
Stock Fund.
(3) Unless otherwise specified in the Qualified Domestic
Relations Order, payment to the Alternate Payee shall be charged pro
rata against the Member's Accounts under the Plan, including earnings
thereon.
(4) If the Alternate Payee dies before receiving his interest
in accordance with subparagraph (1), if any, in the Plan and unless
otherwise specified in the Qualified Domestic Relations Order, such
interest shall be paid to the first surviving class of the following
successive preference beneficiaries as provided in Plan section 1.11:
the Alternate Payee's (i) widow or widower; (ii) surviving children
equally; (iii) surviving parents equally; (iv) surviving brothers and
sisters equally; or (v) the executor(s) or administrator(s) of the
Alternate Payee's estate. Payment shall be made to the Alternate
Payee's beneficiary or beneficiaries as soon as practicable after the
Valuation Date coincident with or immediately following his date of
death.
(5) If the Member dies before the Alternate Payee and before
the Alternate Payee has received payment of his interest in this Plan
in accordance with subparagraph (1) and unless otherwise specified in
the Qualified Domestic Relations Order, the Alternate Payee shall be
entitled to receive amounts from the Plan only to the extent that he
is designated as the Member's surviving spouse. Payment shall be made
to the Alternate Payee as soon as practicable after the Valuation Date
coincident with or immediately following the date of death of the
Member.
7.05. Form of Distribution
Except as may otherwise be provided in Plan sec-tions 7.06 and 7.07,
payments from the Plan shall be in cash; provided, however, that a Member
or Beneficiary may, to the extent possible, designate all or part of any
distribution from the Ethyl Stock Fund, the Tredegar Stock Fund, the First
Colony Stock Fund and the Albemarle Stock Fund to be paid in whole shares
of stock.
7.06. Withdrawals
A Member may elect (in such form as may be prescribed by the Company
for that purpose) to withdraw cash amounts or shares of stock from his
After-Tax Account, his Rollover Account and his Pre-Tax Account as provided
VII-6
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
below. A Member may elect to withdraw amounts from his After-Tax Account
pursuant to subsection (a)(1) or his Pre-Tax Account pursuant to
subsection (b)(1) only once in each calendar month. Matching Contributions
and Discretionary Contributions may not be withdrawn. Amounts reclassified
under Plan section 4.08(b) may be withdrawn only pursuant to subsec-
tion (b). The withdrawal amount shall be paid to the Member as soon as
practicable after the date such withdrawal is requested. A Member's
request for a withdrawal must specify the order of payment from the
Investment Funds. The Member's affected Accounts shall be valued as of the
Valuation Date coincident with or immediately preceding the date amounts
are paid to the Member. The Company may from time to time prescribe
minimum notice periods and closing dates (for administrative convenience)
for any withdrawal requests under this Plan section on a uniform and
nondiscriminatory basis with respect to all similar situated Members.
(a) After-Tax Account withdrawals
(1) Partial Withdrawals. Effective November 1, 1993, a Member
may, without penalty, withdraw up to seventy-five percent (75%) of the
value of his After-Tax Account (except for amounts that were reclassi-
fied under Plan section 4.08(b)) as of the later of (1) the last
Valuation Date of the immediately preceding Plan Year or (2) October
31, 1993, determined as follows;
(A) with respect to amounts invested in the Indexed Bond
Fund, the Indexed Equity Fund, the Balanced Fund, or the Money
Market Fund, the Member shall specify the dollar amount to be
withdrawn, and
(B) with respect to amounts invested in the Ethyl Stock
Fund, the Tredegar Stock Fund, the First Colony Stock Fund or the
Albemarle Stock Fund, the Member shall specify the number of
shares of stock to be withdrawn or sold. If the total value of
the shares specified to be withdrawn or the cash proceeds from
the shares specified to be sold exceeds the amount of
withdrawable contributions, the excess shall be added to the
Member's Account in the appropriate Investment Fund pro rata on
the basis of the values of the shares of stock in that Fund.
If the total value of the cash and shares specified to be withdrawn or
the total value of the cash and cash proceeds from the shares
specified to be sold exceeds the amount of withdrawable contributions,
the excess shall be treated as attributable to the value of the shares
withdrawn or sold from the Ethyl Stock Fund, the Tredegar Stock Fund,
the First Colony Stock Fund and the Albemarle Stock Fund, as
applicable, and such excess shall be added to the Member's Account in
the appropriate Investment Fund pro rata on the basis of the value of
the shares of stock withdrawn or sold.
VII-7
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
Notwithstanding the foregoing, a Member who was a participant in the
Plan as of October 31, 1993, shall be entitled to withdraw all or part
of his Grandfathered Withdrawal Amount. A Member's Grandfathered
Withdrawal Amount is the sum of (A) plus (B), less prior withdrawals
under this subsection (1), where:
(A) equals seventy-five (75%) of the value of the portion
of the Member's After-Tax Account invested in the Short-Term Fund
under the Plan as of October 31, 1993; and
(B) equals the amount of After-Tax Contributions (except
for amounts that were reclassified under Plan section 4.08(b))
that as of October 31, 1993, had been credited to the Member's
Account in the Long-Term Fund under the Plan for at least two (2)
years beyond the Plan Year in which it was contributed.
The terms "Short-Term Fund" and the "Long-Term Fund" used in the above
definition refer to funds maintained under the terms of the Plan prior
to November 1, 1993. Once a Member has withdrawn an amount equal to
his Grandfathered Withdrawal Amount under this subsection (1) (over
one or more Plan Years) his withdrawal right for any Plan Year
thereafter shall be limited to seventy-five percent (75%) of the value
of his After-Tax Account as specified above.
(2) Total Withdrawals. If a Member elects to withdraw an
amount in excess of that available under subsection (1), he must
withdraw completely the net proceeds in his After-Tax Account
determined as follows:
(A) with respect to amounts invested in the Indexed Bond
Fund, the Indexed Equity Fund, the Balanced Fund and the Money
Market Fund, the total cash amount allocated to the Member's
Account; plus
(B) with respect to amounts invested in the Ethyl Stock
Fund, the Tredegar Stock Fund, the First Colony Stock Fund and
the Albemarle Stock Fund, the total number of shares and cash
allocated to the Member's separate account. A Member may elect
to have the total number of shares allocated to his separate
account in each specified Investment Fund sold and withdraw the
net proceeds realized from the sale of such shares together with
such cash allocated to the account.
At the beginning of the Payroll Period next following the effective
date of a Total Withdrawal, the Member's contributions to the Plan
shall be suspended for a period of twelve (12) months.
VII-8
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(3) Basis Recovery. Effective November 1, 1993, a Member's
After-Tax Contributions and earnings under the Plan are to be treated
as a separate contract under Code section 72(d).
(b) Pre-Tax Account withdrawals
(1) Post-Age 59 1/2 withdrawals. The Member may, without penalty,
withdraw all or any part of his Pre-Tax Account as of any Valuation
Date following his attainment of age fifty-nine and one-half (59 1/2).
Withdrawals shall be in cash except the Member may elect to withdraw
whole shares of stock, to the extent possible, from the Ethyl Stock
Fund, the Tredegar Stock Fund, the First Colony Stock Fund and the
Albemarle Stock Fund, as specified.
(2) Hardship withdrawals. By filing the prescribed form with
the Employee Benefits Section and upon proof of hardship, as defined
below, a Member may withdraw an amount no greater than the amount of
his previously unwithdrawn Pre-Tax Contributions allocated to his Pre-
Tax Account or the current value of his Pre-Tax Account, if less.
Withdrawals shall be in cash except that the Member may elect to
withdraw whole shares of stock, to the extent possible, from the Ethyl
Stock Fund, the Tredegar Stock Fund, the First Colony Stock Fund or
the Albemarle Stock Fund, as specified. If the total value of the
cash and shares specified to be withdrawn or the total value of the
cash and cash proceeds from the shares specified to be sold exceeds
the amount of the requested withdrawal, the excess shall be treated as
attributable to the value of the shares withdrawn or sold from the
Ethyl Stock Fund, the Tredegar Stock Fund, the First Colony Stock Fund
or the Albemarle Stock Fund, as applicable, and such excess shall be
added to the Member's account in the appropriate Investment Fund pro
rata on the basis of the value of the shares of stock withdrawn or
sold. Hardship, for purposes of this subsection, means an immediate
and heavy financial need of a Member that cannot be satisfied from
other resources that are reasonably available to the Member. The
following events constitute immediate and heavy financial need:
(A) medical expenses described in Code section 213(d)
previously incurred by the Member, the Member's spouse or any
dependents of the Member (as defined in Code section 152) or as
necessary for these persons to obtain medical care described in
Code section 213(d);
(B) purchase (excluding mortgage payments) of a principal
residence of the Member;
(C) payment of tuition for the next twelve (12) months of
post-secondary education for the Member, his spouse, children or
dependents; or
VII-9
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(D) the need to prevent the eviction of the Member from
his principal residence or foreclosure on the mortgage of the
Member's principal residence.
(3) A distribution pursuant to this subsection must not be in
excess of the amount of the immediate and heavy financial need of the
Member, provided, however, that such distribution may include amounts
necessary to pay any federal, state or local income tax or penalties
reasonably anticipated to result from the distribution.
(4) A hardship distribution pursuant to this subsection cannot
be made unless the following requirements are met:
(A) the Member has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Company;
(B) the Member's Pre-Tax and After-Tax Elections under
this Plan (and any other plan maintained by the Company as
provided in Treasury Regulation section 1.401(k)-1(d)(2)(iv)(B))
will be suspended for twelve (12) months after receipt of the
hardship distribution; and
(C) the Member may not have Pre-Tax Contributions
allocated to his Account for the Member's taxable year
immediately following the taxable year of the hardship
distribution in excess of the applicable limit under Code sec-
tion 402(g) for such next taxable year less the amount of such
Member's Pre-Tax Contribution allocations for the taxable year of
the hardship distribution.
(5) Any period of suspension required by subsection (C) and any
other period of suspension required by the Plan will run concurrently.
(6) After the Administrator has determined the amount of a
distribution that can be made pursuant to this subsection, the
Administrator will direct the withdrawal as follows:
(A) with respect to such amounts invested in the Indexed
Bond Fund, the Indexed Equity Fund, the Balanced Fund and the
Money Market Fund, the Administrator shall specify the dollar
amount to be withdrawn; and
(B) with respect to such amounts invested in the Ethyl
Stock Fund, the Tredegar Stock Fund, the First Colony Stock Fund
and the Albemarle Stock Fund, the Administrator shall specify the
number of shares to be sold such that net proceeds from such sale
of shares equals the dollar amount that may be withdrawn.
VII-10
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(c) Rollover Account withdrawals. Except as provided in the next
sentence, a Member may make withdrawals from his Rollover Account pursuant
to the provisions of subsection (a). That portion of a Member's Rollover
Account that is attributable to amounts that were subject to the distri-
bution restrictions of Code section 401(k) at anytime prior to their
transfer to the Plan can be withdrawn only pursuant to the provisions of
subsection (b).
7.07. Pre-Tax Account Distribution Restrictions
Except for payments to an Alternate Payee under a Qualified Domestic
Relations Order, a distribution from a Member's Pre-Tax Account, from
amounts reclassified under Plan section 4.08(b), and from that portion of a
Member's Rollover Account that is attributable to amounts that were subject
to the distribution restrictions of Code section 401(k) at any time prior
to their transfer to the Plan is not permitted until after one of the
following events have occurred:
(a) the Member has died;
(b) the Member has become disabled (either Totally or Permanently
Disabled, or disabled within the meaning of Code section 72(m)(7) or under
any other definition of disability consistent with Code
section 401(k)(2)(B));
(c) the Member has retired or otherwise terminated employment with
the Company;
(d) the Member has incurred a hardship according to Plan
section 7.06;
(e) the Member has attained age fifty-nine and one-half (59 1/2);
(f) the Plan terminates without the establishment of a successor
qualified plan as defined in Code section 401(k)(10)(A)(i) and applicable
Treasury regulations thereunder;
(g) a Member's employer disposes of substantially all of its assets
used in its trade or business and that Member continues employment with the
business that acquires the assets; or
(h) a corporation disposes of its interest in the Member's employer,
which is a subsidiary of the selling corporation within the meaning of Code
section 409(d)(3), and the Member continues his employment with the
employer.
A distribution cannot be made pursuant to an event described in paragraph
(f), (g) or (h) unless distribution would be a lump sum distribution under
VII-11
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
Code section 402(d)(4), without regard to clauses (i), (ii), (iii), and
(iv) of subparagraph (A), subparagraph (B), or subparagraph (F) thereof
and, with respect to paragraphs (g) and (h), the transferor corporation
continues to maintain the Plan after the disposition.
7.08. Direct Rollovers
(a) This Plan section applies to distributions and withdrawals made
on or after January 1, 1993. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a Distributee's election under this
Plan section, a Distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover.
(b) Definitions
(1) Eligible Rollover Distribution means any distribution or
withdrawal 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 or withdrawal that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee
and the Distributee's designated beneficiary, or for a specified
period of ten years or more; (ii) any distribution or withdrawal to
the extent such distribution or withdrawal is required under Code
section 401(a)(9); (iii) the portion of any distribution or withdrawal
that is not includible in gross taxable income (determined without
regard to the exclusion for net unrealized appreciation with respect
to employer securities); (iv) returns of elective deferrals pursuant
to Treasury Regulation section 1.415-6(b)(6)(iv); (v) returns of
Excess Pre-Tax Contributions, Excess Deferrals and Excess Aggregate
Contributions pursuant to Treasury Regulation sections 1.401(k)-
1(f)(4), 1.402(g)-1(e)(3) and 1.401(m)-1(e)(3) and the income
allocable to those corrective payments; (vi) dividends paid on
employer securities as described in Code section 404(k); and (vii)
similar items designated by the Commissioner of the Internal Revenue.
(2) Eligible Retirement Plan means an individual retirement
account described in Code section 408(a), an individual retirement
annuity described in Code section 408(b), an annuity plan described in
Code section 403(a), or a qualified plan (as described in Code
section 401(a)), that accepts the Distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distri-
bution to the surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
VII-12
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(3) Distributee means an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the
Alternate Payee under a Qualified Domestic Relations Order are
Distributees with regard to the interest of the spouse or former
spouse.
(4) Direct Rollover means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
(c) The Administrator may impose restrictions on Direct Rollovers
consistent with applicable Treasury regulations including, but not limited
to, the requirement that a Distributee may elect a Direct Rollover only
with respect to an Eligible Rollover Distribution that exceeds two hundred
dollars ($200).
7.09. Federal Income Tax Withholding
Members shall be provided with proper notice and election forms for
the purpose of withholding Federal income tax from distributions and
withdrawals from the Plan in accordance with Code section 3405.
7.10. Special Rules for Former Amoco Employees
Special provisions apply to distributions and withdrawals for Members
who are former employees of Amoco Petroleum Additives Company and its
affiliates. Such provisions are set forth in Exhibit II to the Plan.
VII-13
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE VIII
LIMITATIONS
8.01. Maximum Contribution Limitations
(a) Annual Additions to a Member's Account when combined with his
Annual Additions under any other Defined Contribution Plan maintained by
the Company or an Affiliate, may not exceed the applicable limits of Code
section 415 described in this Plan section.
(b) The limitations on Annual Additions to a Member's Account for
Limitation Years that begin prior to January 1, 1983, are governed by the
provisions of the Plan in effect on that date.
(c) Effective for Limitation Years that begin after December 31,
1982, Annual Additions to a Member's Account for a Limitation Year may not
exceed the lesser of (1) or (2) following:
(1) the greater of $30,000 or one-fourth of the dollar
limitation on annual benefits under Code section 415(b)(1)(A) for that
Limitation Year.
(2) twenty-five percent (25%) of the Member's Earnings for the
Limitation Year.
(d) For purposes of applying the limitations of this Plan section,
all Defined Contribution Plans (whether or not terminated) of the Company
or an Affiliate are treated as one Defined Contribution Plan. Effective
for calendar years beginning after March 31, 1984, an individual medical
account, as defined in Code section 401(h)(6) and referred to in Code
section 415(l)(1), will be treated as a Defined Contribution Plan.
Effective for calendar years that begin after December 31, 1985, with
respect to key employees, as defined in Code section 419A(d)(3), a welfare
fund, as defined in Code section 419(e), maintained by the Company or an
Affiliate will be treated as a Defined Contribution Plan.
(e) No allocation or other addition to a Member's Account is
permitted under this Plan that would result in total Annual Additions under
all Defined Contribution Plans of the Company or an Affiliate for that
Member exceeding the Member's maximum Annual Addition for the applicable
Limitation Year. To the extent that an allocation or addition pursuant to
this Plan intended for one Member's Account cannot be allocated or added to
that Account, it is treated as a mistake-of-fact contribution if that is
allowed by law, and to the extent that the allocation or addition cannot be
so treated without adverse consequences to the Plan or Trust, it is
allocated or distributed according to subsection (f).
VIII-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(f) Each Member's maximum Annual Addition or benefit for this Plan
and all other Defined Contribution or Defined Benefit Plans of the Company
or an Affiliate are absorbed on a dollar-for-dollar basis by this Plan and
other Defined Contribution or Defined Benefit Plans of the Company or an
Affiliate according to the hierarchy established by the Company. Excess
Annual Additions shall be placed in a suspense account, and used to offset
(reduce) Company and Member Contributions in later Limitation Years. To
the extent that a Member's Excess Annual Additions are attributable to his
Pre-Tax Contributions or After-Tax Contributions, those Pre-Tax
Contributions or After-Tax Contributions may be returned to the Member in
the Limitation Year in which they are determined to be Excess Annual
Additions and will reduce that Member's Excess Annual Additions. If Pre-
Tax Contributions or After-Tax Contributions are returned to a Member
pursuant to this Plan section, such Pre-Tax Contributions or After-Tax
Contributions will be disregarded for purposes of the limitations on such
contributions under Plan sections 3.02, 3.07 and 3.11. For any Limitation
Year in which a suspense Account exists according to this subparagraph, the
suspense account is credited with investment gains and losses as if it were
a Member's Account. If a suspense account exists according to the
provisions of this subparagraph when the Plan terminates, the suspense
account shall be treated as not being part of the assets of the Plan and be
returned to the Company.
8.02. Multiple Plan Participation
(a) For Limitation Years that begin before January 1, 1983, if an
individual is a participant in both a Defined Benefit Plan and a Defined
Contribution Plan maintained by the Company or an Affiliate, the sum of his
Defined Benefit Plan Fraction and his Defined Contribution Plan Fraction
for any Plan Year may not exceed the limits set forth under the provisions
of the Plan in effect on that date.
(b) Effective for Limitation Years that begin after December 31,
1982, if an individual is a participant in both a Defined Benefit Plan and
a Defined Contribution Plan maintained by the Company or an Affiliate, the
sum of a Member's Defined Benefit Plan Fraction and his Defined
Contribution Plan Fraction for any Limitation Year may not exceed 1.0.
(1) For purposes of this paragraph, a Member's Defined Benefit
Plan Fraction for any Limitation Year is a fraction
(A) the numerator of which is his Projected Annual Benefit
under such Defined Benefit Plans (determined as of the close of
the Limitation Year), and
(B) the denominator of which is the lesser of
VIII-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(i) the product of 1.25 multiplied by the dollar
limitation in effect under Code section 415(b)(1)(A) for
that year, or
(ii) the product of 1.4 multiplied by the amount that
may be taken into account under Code section 415(b)(1)(B)
for that Member for that year.
(2) For purposes of this paragraph, a Member's Defined
Contribution Plan Fraction for any Limitation Year is a fraction
(A) the numerator of which is the sum of his Annual
Additions under such Defined Contribution Plans as of the close
of the Limitation Year for that and all prior Limitation Years,
and
(B) the denominator of which is the sum of the lesser of
the following amounts determined for that Limitation Year and for
each prior year of service with the Company or an Affiliate:
(i) the product of 1.25 multiplied by the dollar
limitation in effect under Code section 415(c)(1)(A)
(determined without regard to (c)(6)) for that year, or
(ii) the product of 1.4 multiplied by the amount that
may be taken into account under Code section 415(c)(1)(B)
for that Member under such plans for that year.
(C) If a plan satisfied the requirements of Code
section 415 for the last Limitation Year beginning before January
1, 1983, according to regulations promulgated pursuant to sec-
tion 235(g)(3) of the Tax Equity and Fiscal Responsibility Act of
1982, an amount is subtracted from the numerator of the Defined
Contribution Plan Fraction (not exceeding that numerator) so that
the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction computed under subsection (b) does not
exceed 1.0 for that year.
(c) The Company may elect to calculate the Defined Contribution Plan
Fraction for any Limitation Year ending after December 31, 1982, in
accordance with the following paragraphs:
(1) The amount taken into account in the denominator with
respect to each Member for all Limitation Years ending before January
1, 1983, is an amount equal to the product of
VIII-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(A) the amount determined under Code section 415(e)(3)(B)
(as in effect for the Limitation Year ending in 1982) for the
Limitation Year ending in 1982, multiplied by
(B) the Transition Fraction.
(2) For purposes of this subsection, Transition Fraction means
a fraction (i) the numerator of which is the lesser of $51,875, or 1.4
multiplied by twenty-five percent (25%) of the Member's Earnings for
the Limitation Year ending in 1981, and (ii) the denominator of which
is the lesser of $41,500, or twenty-five percent (25%) of the Member's
Earnings for the Limitation Year ending in 1981.
(d) Projected Annual Benefit means the total of each Annual Benefit
to which the Member would be entitled under the terms of Defined Benefit
Plans maintained by the Company or an Affiliate in which the Member is a
participant (assuming that the Member continued employment until each such
plan's normal retirement age or current age, if later; that Earnings
continued at the same rate as in effect in the Limitation Year under
consideration until those normal retirement ages or dates; and that all
other relevant factors used to determine benefits under each plan remained
constant as of the current Limitation Year for all future Limitation
Years).
(e) For purposes of applying the limitations of this Plan section,
all Defined Benefit Plans (whether or not terminated) of the Company or an
Affiliate are treated as one Defined Benefit Plan, and all Defined
Contribution Plans (whether or not terminated) of the Company or an
Affiliate are treated as one Defined Contribution Plan. Effective for
calendar years beginning after March 31, 1984, an individual medical
account, as defined in Code section 401(h)(6) and referred to in Code
section 415(l)(1), will be treated as a Defined Contribution Plan.
Effective for calendar years that begin after December 31, 1985, with
respect to key employees, as defined in Code section 419A(d)(3), a welfare
fund, as defined in Code section 419(e), maintained by the Company or an
Affiliate will be treated as a Defined Contribution Plan.
(f) If the sum of any Member's Defined Benefit Plan Fraction and
Defined Contribution Plan Fraction, after the application of Plan
section 8.01(f), would exceed the allowances of this Plan section for any
Plan Year, the Company must first freeze the rate of benefit accrual under
Defined Benefit Plans maintained by the Company or an Affiliate with
respect to that Member and next, if necessary, adjust the amount of current
and future Annual Additions to Defined Contribution Plans maintained by the
Company or an Affiliate on behalf of that Member so that the sum of those
fractions does not exceed his maximum allowance.
VIII-4
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE IX
ADMINISTRATION
9.01. Appointment of Named Fiduciary and Administrator
Ethyl Corporation shall be the Administrator and Named Fiduciary of
the Plan and shall be responsible for the operation and administration of
the Plan except to the extent its duties are allocated to and assumed by
persons or entities hereunder.
9.02. Administrator
(a) To the extent required by law, the Administrator shall establish
a funding policy and method to carry out the objectives of the Plan.
(b) The Administrator shall prepare such reports at such times and
file such reports at such places as may be required by Federal statutes and
regulations.
(c) Upon written request of any Member or Beneficiary receiving
benefits under the Plan, the Administrator shall furnish him a copy of the
latest updated summary plan description, latest annual report and a copy of
the Plan. The Administrator may make a reasonable charge for the costs of
furnishing such copies.
(d) The Administrator shall maintain, on a plan or calendar year
basis, employee and other such records as are necessary for the successful
operation of the Plan and shall supply such full and timely information for
all matters relating to the Plan as the Committee or Trustee may require
for the effective discharge of their respective duties.
(e) The Administrator shall receive all applications for benefits and
shall establish rules and procedures to be followed by Members and
Beneficiaries in filing such applications and for furnishing and verifying
all data which may be required in order to establish their rights to
benefits in accordance with the Plan. Upon receipt of an application for
benefits, the Administrator shall determine all facts which are necessary
to establish the right of an applicant to benefits and the amount thereof.
All approved benefits shall be paid at the direction of the Administrator.
Such payments shall be made in accordance with the Administrator's written
directions setting forth the amount of such payments and the specific
manner in which such payments are to be made. In carrying out its duties
hereunder, the Administrator shall at all times rely on the construction
and specific interpretations of the Plan as determined by the Committee.
9.03. Employee Savings Plan Committee
IX-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(a) An Employee Savings Plan Committee of not less than three (3)
persons, who shall be employees of the Company, shall be appointed by, and
shall act under the direction of, the Board of Directors of Ethyl
Corporation. Ethyl Corporation reserves the right at any time to remove
any member of the Committee and to fill any vacancy however caused. In
discharging the duties assigned to it under this Plan section, the
Committee has the discretion to interpret the Plan, including its
eligibility provisions and its provisions relating to qualification for and
accrual of benefits; to determine all questions arising in the adminis-
tration and application of the Plan; to review claims for benefits that
have been denied; to adopt, amend and rescind rules and regulations as it
deems necessary for the operation of the Plan and to make all other
determinations necessary or advisable for the discharge of its duties under
the Plan or assigned to it by the Board of Directors or the Administrator.
Such Committee's discretionary authority is absolute and exclusive if
exercised in a uniform and nondiscriminatory manner with respect to
similarly situated individuals. The express grant in the Plan of any
specific power to the Committee with respect to any duty assigned to it by
the Plan, the Board of Directors or the Administrator must not be construed
as limiting any power or authority of the Committee to discharge its
duties.
(b) The Committee shall choose a chairman from its members and may
appoint a secretary to keep such records as may be necessary of the acts of
the Committee. The secretary may, but need not, be a member of the
Committee. The secretary may perform any and all purely ministerial acts
which may be delegated to him in writing by the Committee.
(c) The Committee may delegate to any of its members or to the
secretary of the Committee authority to sign any documents on its behalf,
or to perform solely ministerial acts, but such person shall not exercise
any discretion over matters delegated to him without obtaining the
concurrence of a majority of the members.
(d) Except as otherwise specifically provided herein, all acts and
decisions of the Committee shall be on the concurrence of a majority of the
members. Any decision is effective when evidenced in writing and signed by
a majority of the members.
(e) A member of the Committee who is also a Member of the Plan shall
abstain from any action which specifically affects him as a Member of the
Plan other than an action which affects all Members of the Plan. In the
event of abstention, matters shall be decided by the remaining members of
the Committee. Nothing herein shall prevent any member of the Committee
who is also a Member of the Plan from receiving any benefit to which he may
be entitled, so long as the benefit is computed and paid on a basis that is
consistently applied to all other Members. The Committee may engage agents
to assist it in its duties, and may consult with counsel, who may be
IX-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
counsel for the Company, with respect to the meaning or construction of
this document and its obligations hereunder, or with respect to any action,
proceeding or question of law related thereto.
9.04. Benefit Claims Review Procedure
(a) Claims for benefits under the Plan may be submitted to the
Administrator or such persons as it may designate in writing who shall have
the initial responsibility for determining the eligibility of any Member or
Beneficiary for benefits. Such claims for benefits shall be made in
writing and shall set forth the facts which such Member or Beneficiary
believes to be sufficient to entitle him to the benefit claimed. The
Administrator in its discretion may adopt and require forms for the submis-
sion of claims for benefits in which case all claims for benefits shall be
filed on such forms.
(b) On receipt of a claim, the Administrator must respond in writing
within ninety (90) days. If necessary, the Administrator's first notice
must indicate any special circumstances requiring an extension of time for
the Administrator's decision. The extension notice must indicate the date
by which the Administrator expects to give a decision. An extension of
time for processing may not exceed ninety (90) days after the end of the
initial ninety (90)-day period.
(c) If the written claim for a Plan benefit is wholly or partially
denied or the claimant has had no response, the claimant or his duly
authorized representative, at the sole expense of the claimant, may appeal
the denial within sixty (60) days of the date of the denial or the
expiration of the time period provided in subsection (b) to the:
Director of Employee Benefits
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
An adverse notice must be written in a manner calculated to be
understood by the claimant and must include (i) each reason for denial;
(ii) specific references to the pertinent provisions of the Plan or related
documents on which the denial is based; (iii) a description of any
additional material or information necessary for the claimant to perfect
the claim and an explanation of why that material or information is needed;
and (iv) appropriate information about the steps to be taken if the
claimant wishes to submit the claim for review.
(d) In pursuing his appeal the claimant or his representative:
(1) may request in writing that the Employee Savings Plan
Committee review the denial;
IX-3
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Savings Plan For The Employees
Of Ethyl Corporation
(2) may review pertinent documents; and
(3) may submit issues and comments in writing.
(e) The decision on review shall be made within sixty (60) days;
provided that the sixty (60) day period may be extended for an additional
sixty (60) days by written notice to the claimant setting forth the reasons
for the extension. The decision on review shall be made in writing, shall
include specific reasons for the decision, shall be written in a manner
calculated to be understood by the claimant and shall contain specific
references to the pertinent Plan provisions on which the decision is based.
9.05. Administrative Costs
Except as provided in Plan section 5.05, all administrative costs of
the Plan, including Trustee's fees and charges, shall be paid by the
Company.
9.06. Errors and Omissions
Individuals and entities charged with the administration of the Plan
must see that it is administered in accordance with its terms so long as
the Plan does not conflict with the Code or ERISA. If an innocent error or
omission is discovered in the Plan's operation or administration, and the
Administrator determines that it would cost more to correct the error than
is warranted, and if the Administrator determines that the error did not
result in discrimination in operation or cause a qualification or excise-
tax problem, then, to the extent that an adjustment will not, in the
judgment of the Administrator, result in discrimination in operation, the
Administrator may authorize any equitable adjustment it deems necessary or
desirable to correct the error or omission, including, but not limited to,
the authorization of additional Company contributions designed, in a manner
consistent with the goodwill intended to be engendered by the Plan, to put
Members in the same relative position they would have enjoyed if there had
been no error or omission. Any contribution made pursuant to this Plan
section is an additional Company contribution.
IX-4
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
10.01. Amendment of the Plan
The Company shall have the right by action of the Board of Directors
to modify, alter or amend the Plan in whole or in part to the extent
allowed by law by a majority vote of its members at a meeting, by unanimous
consent in lieu of a meeting or in any other manner permissible under
applicable state law. In addition, the Board of Directors may delegate to
an appropriate officer or officers or committee of the Company, all or part
of the authority to amend the Plan. No amendment may increase the duties,
powers and liabilities of the Trustee without its written consent and
except to the extent necessary to maintain the qualification of the Plan
any such action shall not, in any way, affect adversely the benefits of
individuals who have terminated their employment under the Plan prior to
the effective date of such action, or of their Beneficiaries, nor shall it
adversely affect amounts credited to Members prior to the effective date of
such action. No amendment, modification or alteration shall have the
effect of revesting in the Company any part of the principal or income of
the Trust Fund.
10.02. Termination of the Plan
The Company expects to continue this Plan indefinitely, but
continuance is not assumed as an obligation and the Company reserves the
right to terminate the Plan at any time by action of its Board of Directors
in accordance with the procedures set forth in Plan section 10.01. For
purposes of this Plan section, termination means an amendment to the Plan
expressly terminating it, a complete discontinuance of the Company's
required contributions to the Plan, or the occurrence of events based on
action of the Board or otherwise, which are determined by the Internal
Revenue Service to result in a termination of the Plan. On termination of
the Plan (or in the event of the Internal Revenue Service's determination
of a partial termination due to the happening of events which result in a
termination of the Plan as it relates to a specific group or groups of
Members, whether resulting by action of the Board or otherwise) the rights
of the then Members, to the extent affected by such action, in their
Accounts shall be nonforfeitable and distributed to the Members as provided
in Plan section 7.01 (provided such distributions are not restricted by
Plan section 7.07(f)). In the event of termination of the Plan, the value
of any forfeitures under Plan section 7.02 not previously credited against
the Company contributions shall be distributed among the then Members of
the Plan in proportion to the total value of their Matching Accounts and,
under no circumstances, shall any part thereof revert to the Company.
X-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE XI
MERGER AND CONSOLIDATION OF THE PLAN
In the event of a merger or consolidation of the Plan with another
plan or the transfer of assets or liabilities from the Plan to another
plan, the balance in each Member's account immediately after such event
shall be equal to the balance in his account immediately prior to such
event.
XI-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE XII
GENERAL PROVISIONS
12.01. Qualification
This Plan has been created for, where applicable, the exclusive
purpose of providing benefits to the Members and their Beneficiaries. The
Plan shall be interpreted in a manner consistent with applicable provisions
of the Code and ERISA and in effect from time to time. Except as provided
in Plan sections 8.01 and 7.02, under no circumstances shall any funds
contributed to this Plan, any assets of this Plan held under the Trust
Agreement, or income attributable to such assets, revert to or be used or
enjoyed by the Company, nor shall any such funds, assets or income ever be
used or diverted to purposes other than the exclusive benefit of the
Members or their Beneficiaries. Subject to the exceptions provided in Plan
sections 8.01 and 7.02, funds contributed to the Plan by the Company shall
be returned to the Company (i) within one year of the date such funds are
contributed if the contribution is made by reason of a mistake of fact or
(ii) to the extent of the disallowance of a tax deduction for such
contribution and within one year of such disallowance, if the contribution
is conditioned on its deductibility. All Company contributions hereunder
are conditioned on their deductibility in full under Code section 404 and
on the qualification of the Plan.
12.02. No Guaranty of Employment
The Plan shall not be deemed to constitute a contract between the
Company and any Member or to be consideration or an inducement for the
employment of any Member of the Company. Nothing contained in the Plan
shall be deemed to give any Member the right to be retained in the service
of the Company or to interfere with the rights of the Company to discharge
or to terminate the service of any Member at any time without regard to the
effect such discharge or termination may have on any rights under the Plan.
12.03. Payments to Minors and Incompetents
If a Member or Beneficiary entitled to receive any benefits hereunder
is a minor or is deemed so by the Administrator or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits,
benefits will be paid to such person as the Administrator might designate.
Such payments shall, to the extent made, be deemed a complete discharge of
any liability for such payment under the Plan.
12.04. Non-Alienation of Benefits
XII-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(a) To the extent permitted by law, no benefit payable under the Plan
will be subject in any manner to anticipation, assignment, garnishment or
pledge; and any attempt to anticipate, assign, garnish or pledge the same
will be void and no such benefits will be made in any manner liable for or
subject to the debts, liabilities, engagements or torts of any Members.
(b) Despite any other Plan provisions to the contrary, the
Administrator must comply with the terms of a Qualified Domestic Relations
Order. The Plan is not liable for any payments pursuant to a domestic
relations order until the Administrator has received the order and
determined that it is a Qualified Domestic Relations Order.
12.05. Headings and Subheadings
The headings and subheadings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of
the provisions hereof.
12.06. Use of Masculine and Feminine; Singular and Plural
In the construction of the Plan the masculine shall include the
feminine and the singular the plural in all cases where such meanings are
indicated by the context.
12.07. Unclaimed Benefits
If the Administrator, or the Trustee with the assistance of the
Administrator, cannot make payment of any amount to a Member or Beneficiary
within a reasonable period after such amount becomes payable because the
identity or whereabouts of such individual cannot be ascertained, the
Administrator, at the end of the reasonable period, will direct that the
amounts which would have been payable to such Member or Beneficiary must be
treated as a forfeiture. If the identity or whereabouts of a person
entitled to such benefits is later determined to the satisfaction of the
Administrator, the amount previously forfeited shall be reinstated and
payments made accordingly.
12.08. Beneficiary Designation
At the time of enrollment in the Plan, each Member, with the consent
of his spouse pursuant to Plan section 1.11, if applicable, must designate
a Beneficiary to receive settlement of his Plan Account in the event of his
death during employment. A Member, with the consent of his spouse pursuant
to Plan section 1.11, if applicable, may, from time to time, change a
Beneficiary or Beneficiaries under the Plan. In the event that no
designated Beneficiary is surviving at the time of the Member's death,
settlement under the Plan will be made as provided in Plan section 1.11.
XII-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
12.09. Commencement of Payments
Except in the case of a Member who has elected to defer the
distribution of his interest pursuant to Plan section 7.03, a Member's
interest in the Plan shall commence being distributed to him no later than
sixty (60) days after the close of the Plan Year in which occurs the later
of his termination of employment or his Normal Retirement Age.
12.10. Special Distribution Requirements
(a) The requirements of this Plan section must be met for all other
distribution provisions in this Plan. If there is a conflict between any
other Plan provisions and this Plan section, then the requirements of this
Plan section control.
(b) The entire interest of a Member under the Plan must be or must
begin to be distributed not later than the Required Beginning Date. Except
as provided in the next sentence, effective until December 31, 1988, the
Required Beginning Date is April 1 of the calendar year following the later
of (i) the 1985 calendar year; (ii) the calendar year in which the Member
attains age seventy and one-half (70 1/2); or (iii) the calendar year in which
the Member retires under the Plan. If a Member is a five-percent (5%)
owner, as defined in Code section 416, at any time during the five-plan-
year period ending in the calendar year in which he attains age seventy and
one-half (70 1/2), then the Required Beginning Date for distribution of that
Member's interest is April 1 of the calendar year following the later of
(i) the 1985 calendar year or (ii) the calendar year in which the Member
attains age seventy and one-half (70 1/2). If the Member becomes a five-
percent (5%) owner during any subsequent Plan Year, the Required Beginning
Date shall be the April 1 following the calendar year in which that
subsequent Plan Year ends. Effective January 1, 1989, the Required
Beginning Date for any Member is the later of (i) April 1, 1989 or (ii)
April 1 of the calendar year following the calendar year in which he
attains age seventy and one-half (70 1/2).
(c) If a Member dies before distribution of his interest has been
made, then any part of that interest payable to his Beneficiary must be
distributed within five years after his death.
(d) A distribution required by subsection (b) or (c) will be made
pursuant to the provisions of Plan section 7.01.
(e) If a Member remains employed after he attains age seventy and
one-half (70 1/2), he shall receive a distribution of his entire interest in
the Plan valued as of the Valuation Date coincident with or immediately
preceding the date of distribution. Such amount shall be distributed, in the
form prescribed by Plan section 7.05 no later than the Member's Required
Beginning Date. If a Member remains employed after his Required
XII-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
Beginning Date, he shall receive a distribution, in the form prescribed by
Plan section 7.05, as soon as practicable after each December 31, beginning
with the December 31 following his Required Beginning Date, based on the
value of his Accounts as of the Valuation Date coincident with or
immediately preceding the date of distribution.
XII-4
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE XIII
SPECIAL TOP-HEAVY RULES
If this Plan is a top-heavy plan as determined in accordance with the
rules in Code section 416(g), the requirements of Code sections 416(b) and
(c), as described in Appendix A, must be satisfied for any Plan Year in
which the Plan is a top-heavy plan. In the event that any change in the
Plan's benefit structure or vesting schedule occurs resulting from a change
in the Plan's top-heavy status, the rules described in Code
section 411(a)(10) will apply.
XIII-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
ARTICLE XIV
ADOPTION OF PLAN
As evidence of its adoption of the Plan herein constituted, Ethyl
Corporation has caused this instrument to be signed by its duly authorized
officer this 22nd day of June, 1994.
ETHYL CORPORATION
By /s/C. B. Walker
XIV-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
APPENDIX A
SPECIAL TOP-HEAVY RULES
1. Top-Heavy Years
The provisions of sections 5, 6, 7 and 8 of this Appendix A are
effective only for Plan Years in which this Plan is a Top-Heavy Plan. The
provisions of this Appendix A will be inoperative to the extent that final
treasury regulations do not require their inclusion in the Plan.
2. Definitions
(a) Aggregation Group means either a Mandatory Aggregation Group or
an Optional Aggregation Group. An Aggregation Group consists of two or
more qualified plans maintained by the Company or an Affiliate.
(b) Interest is defined in Appendix section 4.
(c) Key Employee means any employee, former employee or other
individual described in Code section 416(i)(1) or a person related
according to Code section 416(i)(5) to such an individual. For purposes of
Appendix section 3, an individual's status as a Key Employee is based on
the Plan Year containing the Top-Heavy Determination Date. For purposes of
Appendix sections 5, 6, 7 and 8, an individual's status as a Key Employee
is based on the Plan Year to which those sections are being applied.
(d) Mandatory Aggregation Group means an Aggregation Group consisting
of all Company- and Affiliate-maintained qualified plans that have a Key
Employee as a participant and each other qualified plan that enables any
such qualified plan to meet the requirements of Code section 401(a)(4) or
410. Any Affiliate-maintained qualified plan that terminated within the
five-year period ending on the Top-Heavy Determination Date must be taken
into account.
(e) Non-Key Employee means any employee, former employee, or other
individual described in Code section 416(i)(2) or a person related
according to Code section 416(i)(5) to such an individual. For purposes of
Appendix section 3, an individual's status as a Non-Key Employee is based
on the Plan Year containing the Top-Heavy Determination Date. For purposes
of Appendix sections 5, 6, 7 and 8, an individual's status as a Non-Key
Employee is based on thePlan Year to which those sectionsare being applied.
(f) Optional Aggregation Group means a single qualified plan
maintained by the Company or an Affiliate or a Mandatory Aggregation Group
to which Ethyl Corporation has elected to add one or more qualified plans
for purposes of determining top-heaviness according to Appendix section 3.
APPENDIX A-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(g) Top-Heavy Determination Date, for any qualified plan's Plan Year,
means the day preceding that Plan Year, except that for a qualified plan's
first Plan Year, it means the last day of that first Plan Year.
(h) Top-Heavy Plan means a qualified plan maintained by the Company
or an Affiliate that is determined to be a top-heavy plan as defined in
Section 416(g) and Appendix section 3.
(i) Top-Heavy Valuation Date, for a qualified plan's Plan Year, means
the plan's most recent valuation date occurring within a 12-month period
ending at the end of the Top-Heavy Determination Date for that Plan Year.
A Defined Benefit Plan's Top-Heavy Valuation Date must be the same
valuation date used for computing that Plan's costs for determining minimum
funding according to Code section 412 for the Plan Year that contains the
Top-Heavy Determination Date, regardless of whether a valuation is
performed that year.
3. Top-Heavy Determination
(a) The determination of whether this Plan is a Top-Heavy Plan for a
Plan Year is made according to Interests as of that Plan Year's Top-Heavy
Determination Date, based on the related Top-Heavy Valuation Date,
according to the procedures required in this section.
(b) If this Plan is not required to be in a Mandatory Aggregation
Group and is not part of an Optional Aggregation Group, it is a Top-Heavy
Plan if the Interests of all Key Employees in the Plan exceed sixty percent
(60%) of the combined Interests of all Members of the Plan.
(c) If this Plan is part of an Aggregation Group, the determination
of whether this and each plan in the Aggregation Group is a Top-Heavy Plan
is determined according to the procedures required in this subsection,
applying each paragraph in numerical sequence.
(1) Compute the Interests of all Key Employees in each plan in
the Aggregation Group on a plan-by-plan basis.
(2) For each plan that is part of the Aggregation Group, the
Interests of all Key Employees in that plan are added to the Interests
of all Key Employees in each other plan in the Aggregation Group. The
Interests are determined as of the plans' Top-Heavy Determination
Dates that fall within the same calendar year.
(3) This Plan and each other plan that must be in a Mandatory
Aggregation Group are Top-Heavy Plans if, after application of
paragraph (2), the Interests of all Key Employees in the Aggregation
Group exceed sixty percent (60%) of the combined Interests of all
participants in the Aggregation Group.
APPENDIX A-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(d) Ethyl Corporation may create an Optional Aggregation Group, but a
qualified plan may not be part of an Optional Aggregation Group unless all
qualified plans within the Aggregation Group continue to meet the
requirements of Code sections 401(a)(4) and 410 with each added qualified
plan taken into account. An Optional Aggregation Group may not be created
unless, after application of subsection (c)(2), the Interests of all Key
Employees in the Optional Aggregation Group do not exceed sixty percent
(60%) of the combined Interests of all participants in the Optional
Aggregation Group.
(e) Effective January 1, 1985, if, at any time during the five-year
period ending on the applicable Determination Date, an individual has not
performed services for an Affiliate maintaining this Plan or a plan that is
a part of this Plan's Aggregation Group, the Interest of such individual is
not taken into account for purposes of this section.
4. Interests Measured
(a) An individual's Interest in a Defined Contribution Plan is equal
to his account balance for that plan determined in accordance with the
rules described in Code section 416(g) and regulations promulgated
thereunder by the Secretary of the Treasury.
(b) An individual's Interest in a Defined Benefit Plan is equal to
the present value of his cumulative accrued benefit for that plan as of the
Top-Heavy Determination Date determined in accordance with the rules
described in Code section 416(g) and regulations promulgated thereunder by
the Secretary of the Treasury and in accordance with the following
paragraphs:
(1) There are no specific prescribed actuarial assumptions that must
be used for determining the present value of a cumulative accrued benefit.
The assumptions used must be reasonable and need not relate to the plan's
actual investment and other experience. The assumptions need not be the
same as those used for minimum funding purposes or for purposes of
determining the actuarial equivalence of optional benefits under the plan.
For purposes of this Plan, if a plan that is part of the same Aggregation
Group as this Plan does not specify the actuarial assumptions it uses for
determining the present value of a cumulative accrued benefit, the
assumptions used must be those used in that plan for purposes of
determining the actuarial equivalence of optional benefits under the
plan (or, if no optional benefits are available, those used for minimum
funding purposes), except that the interest assumption must be (as
described in 29 C.F.R. Section 2619.26(c)(2)(iv)) the PBGC interest rate
for immediate annuities in effect on the Top-Heavy Valuation Date as set
forth in Appendix B (as amended) to Part 2619 of 29 C.F.R. If a plan
specifies the actuarial assumptions it uses for determining the present
value of its cumulative accrued benefit, those
APPENDIX A-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
assumptions govern for purposes of this Plan as to that plan's
cumulative accrued benefits.
(2) The present value must be computed using an interest and a
post-retirement mortality assumption but consistent with paragraph
(1). Pre-retirement mortality and future increases in costs of living
(but not in the maximum dollar amount permitted by Code
section 415(d)) may also be assumed. However, assumptions as to
future withdrawal or future salary increases may not be used.
(3) In the case of a Defined Benefit Plan that provides a joint
and survivor annuity within the meaning of Code section 401(a)(11) as
a normal form of benefit, for purposes of determining the present
value of the cumulative accrued benefit, the participant's spouse may
be assumed to be the same age as the participant.
(4) Unless a Defined Benefit Plan provides for a non-
proportional subsidy according to paragraph (7), the present value
must reflect a benefit payable beginning at the plan's normal
retirement age (or attained age, if later). Benefits not relating to
retirement benefits, such as pre-retirement death and disability
benefits and post-retirement medical benefits, must not be taken into
account. Subsidized early retirement benefits and subsidized benefit
options must not be taken into account unless they are nonproportional
subsidies according to paragraph (7).
(5) If a Defined Benefit Plan provides for a nonproportional
subsidy, the benefit should be assumed to begin at the age at which
the benefit is most valuable.
(6) If two or more Defined Benefit Plans are being tested under
Appendix section 3, the actuarial assumptions used for all plans
within an Aggregation Group must be the same. If paragraph (1) would
otherwise cause the preceding sentence to be violated, Ethyl
Corporation must select one plan's assumptions and use them as
adjusted according to the other paragraphs in this subsection.
(7) For purposes of this subsection, a subsidy is
nonproportional unless the subsidy applies to a group of employees
that would independently satisfy the requirements of Code
section 410(b).
5. Vesting for Top-Heavy Years
(a) For any Plan Year in which this Plan is a Top-Heavy Plan, the
provisions of this section supersede conflicting Plan provisions regarding
vesting under this Plan.
APPENDIX A-4
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(b) A Member must have a nonforfeitable right to a percentage of his
accrued benefit attributable to employer contributions (within the meaning
of Code section 411(c)) determined under the following table:
YEARS NONFORFEITABLE
OF SERVICE PERCENTAGE
less than 2 0%
2 but less than 3 20%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
(c) For purposes of this section, years of service will be computed
in the same manner as service for vesting purposes is otherwise computed
under the Plan.
6. Compensation for Top-Heavy Years
For Plan Years beginning before January 1, 1989, when this Plan is a
Top-Heavy Plan, it may not take into consideration any individual's
Earnings in excess of the first $200,000, as increased periodically
according to Code section 401(a)(17). A benefit accrued during any Plan
Year before a Plan Year in which this Plan is a Top-Heavy Plan must not be
decreased by the application of this section.
7. Minimum Benefits for Top-Heavy Plans
(a) For any Plan Year in which this Plan is a Top-Heavy Plan, the
provisions of this section supersede conflicting Plan provisions regarding
contributions, allocations, and accrual of benefits under this Plan.
(b) For purposes of this section, all Defined Contribution Plans that
are part of an Aggregation Group with this Plan are treated as one Defined
Contribution Plan, and all Defined Benefit Plans that are part of an
Aggregate Group with this Plan are treated as one Defined Benefit Plan.
According to the other provisions of this Appendix, Ethyl Corporation may
elect to satisfy the minimum benefit requirements of this Plan section
within this Plan, within any one or more of the other plans within this
Plan's Aggregation Group, or by aggregating amounts from this Plan and one
or more of those other plans.
(c) Each Non-Key Employee with regard to this Plan who is eligible
under the Plan for an allocation from contributions that the Company might
make must receive the minimum benefit required by Code section 416(c)(2),
as described in subsection (d), if he has not separated from service at the
end of the Plan Year. In addition, each Non-Key Employee with regard to
this Plan who has not separated from service at the end of the Plan Year
APPENDIX A-5
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
and who has otherwise failed to satisfy this Plan's requirements to be
eligible to receive an allocation (in full or in part) from contributions
that the Company or an Affiliate might make (whether the ineligibility
relates to insufficient service during the Plan Year, absence of required
contributions, or insufficient Earnings) must also receive the Code sec-
tion 16(c)(2) minimum benefit if he must be considered for this Plan to
satisfy the coverage requirements of Code section 410(b) in accordance with
Code section 401(a)(5).
(d) Except as provided in subsection (e), this Plan will satisfy the
minimum benefit required by Code section 416(c)(2) if the sum of employer
contributions and forfeitures allocated to the account of each Non-Key
Employee for each Plan Year in which the Plan is a Top-Heavy Plan equals
three percent (35) of such Non-Key Employee's compensation (within the
meaning of Code section 415) for that Plan Year.
(e) The percentage referred to in subsection (d) for any Plan Year
may not exceed the highest percentage at which employer contributions and
forfeitures are allocated to any Key Employee for the Plan Year under this
Plan or any plan within this Plan's Aggregation Group. The highest
percentage will be determined as the ratio of the sum of employer
contributions made (or required to be made without regard to waivers
granted pursuant to Code section 412(d)) and forfeitures allocated to such
Key Employee's account divided by his Earnings for the Plan Year (as
limited by Appendix section 6).
(f) Subsection (e) does not apply if this Plan must be part of a
Mandatory Aggregation Group and if this Plan enables a Defined Benefit Plan
included in such Mandatory Aggregation Group to meet the requirements of
Code section 401(a) or 410. The alternative lower percentage in such
situation is computed in the same manner as described in subsection (e)
except that the dependent Defined Benefit Plan's benefits for Key Employees
are included in the computation after having been converted to equivalent
contributions pursuant to the procedures prescribed in Rev. Rul. 81-202,
1981-2 C.B. 93.
(g) An individual's minimum benefit described in this section that is
required from this Plan for a Plan Year is equal to the full benefit
described in subsection (d), (e) or (f) reduced by the total of all
allocations received for the Plan Year from any employer contributions or
from forfeitures from any other Defined Contribution Plan.
(h) In the case of a Member who is also covered under a Defined
Benefit Plan that is part of this Plan's Aggregation Group, this Plan will
be deemed to satisfy the minimum benefit requirement of Code
section 416(c)(2) if each Non-Key Employee Member receives a minimum
benefit under the Defined Benefit Plan that satisfies Code
section 16(c)(1).
APPENDIX A-6
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
(i) In determining a Member's minimum-benefit entitlement and in
determining whether that entitlement has been satisfied, any employer
contribution attributable to a salary reduction or similar arrangement is
not taken into account.
8. Aggregate Contribution and Benefit Limitations
(a) For any Plan Years in which this Plan is a Top-Heavy Plan, the
provisions of this section supersede conflicting Plan provisions regarding
limitations on contribution and benefits under this Plan.
(b) Plan sections 8.02(b)(1) and (2) will be applied by substituting
"1.0" for "1.25," and Plan section 8.02(c) will be applied by substituting
"$41,500" for "$51,875."
(c) Subsection (b) will not apply with respect to this Plan if the
requirements of (1) and (2) below are met with respect to the Plan.
(1) The requirements of this paragraph are met with respect to
the Plan if this Plan (and any plan in this Plan's Mandatory
Aggregation Group) meets the minimum benefit requirement of Appendix
section 6 applied by substituting "four percent" (4%) for "three
percent" (3%).
(2) The requirements of this paragraph are met with respect to
the Plan if this Plan would not be a Top-Heavy Plan as determined
under Appendix section 3 if "ninety percent" (90%) were substituted
for "sixty percent" (60%) each place it appears.
APPENDIX A-7
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
EXHIBIT I
SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
A. Applicability
This Exhibit I describes the conditions of participation for Employees
that are members of certain collective bargaining units or other employee
groups specified below. The effective dates and the specific conditions of
participation for Employees of each such collective bargaining unit and
employee group are set forth below. Existing provisions of the Plan shall
remain in effect except to the extent that they are modified or superseded
by this Exhibit I. In addition, unless otherwise specifically modified,
terms used in this Exhibit I not expected to be capitalized by normal rules
of capitalization shall have the meanings set forth in the Plan.
B. Provisions Applicable to Union Employees at the Houston, Texas Plant
of Ethyl Corporation
Effective February 1, 1992, Employees represented by the Oil, Chemical
and Atomic Workers International Union, AFL-CIO, Local Union No. 4-16000,
Houston, Texas, the United Association of Journeymen and Apprentices of the
Plumbing and Pipefitting Industry, AFL-CIO, Local Union 211, Houston,
Texas, the Sheet Metal Workers International Association, AFL-CIO, Local
Union No. 54, Houston, Texas, and the International Brotherhood of
Electrical Workers, AFL-CIO, Local Union No. 716, Houston, Texas, are
eligible to become Members of the Plan pursuant to agreements between the
collective bargaining representatives of such unions and the Company.
Employees so represented shall become Members of the Plan in accordance
with Plan section 2.01 and with respect to Payroll Periods ending after
May 31, 1993, subject to the following specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for
each Member covered by a collective bargaining agreement
described in this Exhibit I, section B, the percentage of Base
Pay designated in an After-Tax Election may range from a minimum
of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that
the elected percentage for a Payroll Period, when added to the
Pre-Tax Election percentage in effect for such Member under Plan
section 3.03 (as limited by the terms specified in this Exhibit
I, section B) for that Payroll Period, shall not exceed ten
percent (10%) of his Base Pay for that Payroll Period.
(2) Pre-Tax Elections. Notwithstanding Plan section 3.03, for each
Member covered by a collective bargaining agreement described in
this Exhibit I, section B, the percentage of Base Pay designated
EXHIBIT I-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
in a Pre-Tax Election may range from a minimum of one percent
(1%) to a maximum of ten percent (10%), determined in even
multiples of one percent (1%); provided, however, that the
elected percentage for a Payroll Period, when added to the After-
Tax Contribution percentage in effect for such Member under Plan
section 3.01 (as limited by the terms specified in this
Exhibit I, section B) for that Payroll Period, shall not exceed
ten percent (10%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan
section 3.08, the Company shall contribute each Payroll Period on
behalf of each contributing Member covered by a collective
bargaining agreement described in this Exhibit I, section B, an
amount equal to fifty percent (50%) of each such Member's After-
Tax Contributions deducted for that Payroll Period pursuant to
numbered paragraph (1) above and fifty percent (50%) of each such
Member's Pre-Tax Contribution allocated for that Payroll Period
pursuant to numbered paragraph (2) above, provided, however, that
the contribution made by the Company on behalf of each such
Member for any Payroll Period shall not exceed two percent (2%)
of his Base Pay for that Payroll Period.
C. Provisions Applicable to Union Employees at the Sauget, Illinois Plant
of Ethyl Petroleum Additives, Inc.
Effective August 30, 1992, Employees represented by the International
Chemical Workers Union, Local 871, became eligible to become Members of the
Plan pursuant to an agreement between the collective bargaining
representative of such union and the Company. The Employees so represented
shall become Members of the Plan in accordance with Plan section 2.01 and
with respect to Payroll Periods ending after January 30, 1993, subject to
the following specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for
each Member covered by a collective bargaining agreement
described in this Exhibit I, section D, the percentage of Base
Pay designated in an After-Tax Election may range from a minimum
of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that
the elected percentage for a Payroll Period, when added to the
Pre-Tax Election percentage in effect for such Member under Plan
section 3.03 (as limited by the terms specified in this Exhibit
I, section D) for that Payroll Period, shall not exceed ten
percent (10%) of his Base Pay for that Payroll Period.
(2) Pre-Tax Elections. Notwithstanding Plan section 3.03, for each
Member covered by a collective bargaining agreement described in
this Exhibit I, section D, the percentage of Base Pay designated
EXHIBIT I-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
in a Pre-Tax Election may range from a minimum of one percent
(1%) to a maximum of ten percent (10%), determined in even
multiples of one percent (1%); provided, however, that the
elected percentage for a Payroll Period, when added to the After-
Tax Contribution percentage in effect for such Member under Plan
section 3.01 (as limited by the terms specified in this Exhibit
I, section D) for that Payroll Period, shall not exceed ten
percent (10%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan
section 3.08, the Company shall contribute each Payroll Period on
behalf of each contributing Member covered by a collective
bargaining agreement described in this Exhibit I, section D, an
amount equal to fifty percent (50%) of each such Member's After-
Tax Contributions deducted for that Payroll Period pursuant to
numbered paragraph (1) above and fifty percent (50%) of each such
Member's Pre-Tax Contribution allocated for that Payroll Period
pursuant to numbered paragraph (2) above, provided, however, that
the contribution made by the Company on behalf of each such
Member for any Payroll Period shall not exceed two percent (2%)
of his Base Pay for that Payroll Period.
D. Provisions Applicable to Union Employees at the Natchez, Mississippi
Plant of Ethyl Petroleum Additives, Inc.
Effective September 1, 1992, Employees represented by UBC, Southern
Council of Industrial Workers, AFL-CIO, Local No. 2085, are eligible to
become Members of the Plan pursuant to an agreement between the collective
bargaining representative of such union and the Company. The Employees so
represented shall become Members of the Plan in accordance with Plan
section 2.01 and with respect to Payroll Periods ending after September 1,
1992, subject to the following specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for
each Member covered by a collective bargaining agreement
described in this Exhibit I, section E, the percentage of Base
Pay designated in an After-Tax Election may range from a minimum
of one percent (1%) to a maximum of six percent (6%), determined
in even multiples of one percent (1%); provided, however, that
the elected percentage for a Payroll Period, when added to the
Pre-Tax Election percentage in effect for such Member under Plan
section 3.03 (as limited by the terms specified in this Exhibit
I, section E) for that Payroll Period, shall not exceed six
percent (6%) of his Base Pay for that Payroll Period.
(2) Pre-Tax Elections. Notwithstanding Plan section 3.03, for each
Member covered by a collective bargaining agreement described in
this Exhibit I, section E, the percentage of Base Pay designated
EXHIBIT I-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
in a Pre-Tax Election may range from a minimum of one percent
(1%) to a maximum of six percent (6%), determined in even
multiplies of one percent (1%); provided, however, that the
elected percentage for a Payroll Period, when added to the After-
Tax Contribution percentage in effect for such Member under Plan
section 3.01 (as limited by the terms specified in this
Exhibit I, section E) for that Payroll Period, shall not exceed
six percent (6%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan
section 3.08, the Company shall contribute each Payroll Period on
behalf of each contributing Member covered by a collective
bargaining agreement described in this Exhibit I, section E, an
amount equal to fifty percent (50%) of each such Member's After-
Tax Contributions deducted for that Payroll Period pursuant to
numbered paragraph (1) above and fifty percent (50%) of each such
Member's Pre-Tax Contribution allocated for that Payroll Period
pursuant to numbered paragraph (2) above, provided, however, that
the amount contributed by the Company on behalf of each such
Member for any Payroll Period shall not exceed two percent (2%)
of his Base Pay for that Payroll Period.
EXHIBIT I-4
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
EXHIBIT II
SPECIAL PROVISIONS APPLICABLE TO
CERTAIN FORMER AMOCO EMPLOYEES
A. Applicability and Scope
(1) The provisions of this Exhibit II apply in addition to the other
terms of the Savings Plan For The Employees of Ethyl Corporation
(the Plan), of which this Exhibit II is a part. Any situation not
addressed by the provisions of this Exhibit II are controlled by
the general terms of the Plan.
(2) The provisions of this Exhibit II apply to any Member who was a
participant in the Amoco Plan on June 26, 1992, and whose account
balance (including any notes) was transferred to the Plan as of
September 1, 1992.
(3) The provisions of this Exhibit II apply only with respect to the
Amoco Amount.
B. Definitions
For purposes of this Exhibit II, any term defined below will have the
indicated meaning. Any term used in this Exhibit II that is not
defined below has the meaning set forth in the Plan.
(1) Affected Member means any Member who was a participant in the
Amoco Plan on June 26, 1992, whose account balance (including any
notes) was transferred to the Plan as of September 1, 1992.
(2) Amoco means the Amoco Company and any other entity that adopted
the Amoco Plan prior to June 26, 1992.
(3) Amoco Amount means with respect to each Member, the applicable
portion of the total amount transferred to the Plan from the
Amoco Plan (including any notes) as of September 1, 1992, as set
forth in Schedule A.
(4) Amoco Plan means the Amoco Employee Savings Plan.
C. Special Provisions
(1) Without regard to Plan section 7.06(a)(1), each Affected Member
shall have the right to withdraw in cash up to one hundred
percent (100%) of the Amoco Amount that is attributable to any
after-tax employee contributions (less any prior withdrawals),
EXHIBIT II-1
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
but in no event shall an Affected Member withdraw more than the
balance of the applicable account as of the effective date of the
withdrawal.
(2) Each Affected Member shall have the right to withdraw in cash up
to one hundred percent (100%) of the Amoco Amount attributable to
Amoco contributions (other than pre-tax contribution amounts that
are treated as employer contributions and less any prior
withdrawals), but in no event shall an Affected Member withdraw
more than the balance of the applicable account as of the
effective date of the withdrawal.
(3) Each Affected Member shall have the right to withdraw in cash up
to one hundred percent (100%) of the Amoco Amount attributable to
pre-tax employee contributions for the purpose of paying funeral
expenses for a family member, provided that all other applicable
provisions for hardship withdrawals, set forth in Plan
section 7.06(b)(2), are met.
(4) Upon termination from the employment of the Company for any
reason prior to retirement, each Affected Member shall have the
right to receive the Amoco Amount (less any prior withdrawals) in
the form of:
a. a lump sum which he may elect to receive at any time up to
age sixty-five (65) ; or
b. in ten (10) annual equal cash installments commencing as
soon as practicable after his employment terminates.
However, in no event shall such right extend to more than the
balance of the Affected Member's account as of the effective date
of the distribution.
(5) Upon an Affected Member's termination from employment of the
Company on or after attaining age sixty-five (65) or on or after
attaining age 50 and completing fifteen (15) years of service
with the Company (including service with Amoco), each Affected
Member shall have the right to receive
a. the Amoco Amount in the form of a lump sum at any time
before age seventy and one-half (70 1/2); or
b. the Amoco Amount in the form of monthly, quarterly or
annual cash installments, the frequency and amount of which
may be changed at any time; and
EXHIBIT II-2
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
c. the right to receive any portion of the Amoco Amount in
cash at least once per month.
However, in no event shall such right extend to more than the
balance of the Affected Member's account as of the effective date
of the distribution.
Any such distribution method must comply with Code
section 401(a)(9).
(6) For any Affected Member for whom the Amoco Amount includes any
note for an outstanding loan:
a. the Affected Member may retire such loan at any time and
have the outstanding amount, including interest, treated as
a withdrawal;
b. if the outstanding amount of the loan is not prepaid at the
time the Affected Member ceases employment with the
Company, the loan will be treated as a distribution upon
the Affected Member's separation;
c. if the Affected Member at any time defaults on an
outstanding loan, the Administrator may take any action it
deems necessary to protect the interest of the Plan; and
d. amounts the Affected Member repays in accordance with the
terms of a note shall be allocated as follows:
(i) Each payment (i.e., principal plus interest) will
be credited on a pro rata basis to the Affected
Member's Pre-Tax Account, Transfer or Rollover
Account, After-Tax Account, and/or Matching
Contribution Account in an amount that bears the same
relationship to the total repayment amount as the
amount originally borrowed from that account bears to
the total amount originally borrowed and
(ii) repayments credited to each account will be
invested in accordance with the Affected Member's
investment election with respect to his Account in
effect at the time payment is received. If the
Affected Member has not elected an investment option
for a particular account, repayments credited to that
account will be invested in the Money Market Fund.
(7) Each Affected Member shall receive credit for service recognized
for the applicable purpose under the Amoco Plan through June 26,
EXHIBIT II-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
1992, to the extent that service is relevant for any purpose
under the Plan and to the extent that such service would be taken
into account under the Plan if it were service with the Company.
EXHIBIT II-4
<PAGE>
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
SCHEDULE A TO EXHIBIT II
The Amoco Amount*
<TABLE>
<CAPTION>
After-Tax Amoco
Unmatched After-Tax Contributions
Employee Matchable Interest on Attributable to
Contributions1/ Employee Amoco Matching Rollover Pre-tax
Employee SS# Contributions2/ Contributions3/ Amounts Elections4/ Totals5/
<S> <C> <C> <C> <C> <C> <C> <C>
M.P. Allred ###-##-#### -0- 8,850.51 1.48 8,872.01 17,724.00
R.A. Armstrong ###-##-#### 978.88 6,358.01 .71 4,263.38 11,600.98
G.A. Caston ###-##-#### 8,095.10 4,704.70 1.70 8,694.86 21,496.36
S. Foster ###-##-#### 2,748.65 3,875.68 .81 980.81 7,605.95
J.E. Henry ###-##-#### 83.41 7,479.90 1.14 7,374.35 14,938.80
R.J. McClure ###-##-#### 6,247.54 8,273.14 2.09 15,865.41 30,388.18
K.D. Mitchell ###-##-#### 8,154.49 1.57 7,840.01 15,996.07
G.L. Morace ###-##-#### 8,489.53 31,922.95 7.99 55,552.04 95,972.51
B.A. Nawrocki ###-##-#### 40,111.60 87,464.89 13.42 3,968.42 131,558.33
J.L. Paul ###-##-#### 1,390.94 8,241.33 1.78 21,228.00 30,862.05
F. Sidorowicz ###-##-#### 14,348.13 55,913.57 6.13 2,703.37 72,971.20
R.S. Szwabowski ###-##-#### 404.33 3,904.62 .82 3,435.06 7,744.83
H.W. Whittington ###-##-#### 10,948.48 19,046.16 3.19 -0- 29,997.83
</TABLE>
* See definition in Exhibit II.
1/ Amounts in this account as of August 31, 1992, were combined with
amounts in the after-tax matchable employee contribution account and
transferred to the After-Tax Account.
2/ Amounts in this account as of August 31, 1992, were combined with
amounts in the after-tax unmatched employee contribution account and
transferred to the After-Tax Account.
3/ Amounts in this account as of August 31, 1992, were transferred to the
Matching Account.
4/ Amounts in this account as of August 31, 1992, were transferred to the
Pre-Tax Account.
5/ The Amoco Amount received on behalf of each Affected Member was invested
in either Option D or E in the percent directed by the Affected Member as
of September 1, 1992. Effective November 1, 1993, or as soon as
administratively feasible thereafter, each Affected Member may direct the
investment of his Amoco amounts in any of the Active Investment Funds under
the Plan in accordance with the applicable provisions of Plan section 5.05.
EXHIBIT II-5
EXHIBIT I
(As Revised Effective May 1, 1995)
SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
A. Applicability
This Exhibit I describes the conditions of participation for Employees
that are Members of certain collective bargaining units or other employee
groups specified below. The effective dates and the specific conditions of
participation for Employees of each such collective bargaining unit and
employee group are set forth below. Existing provisions of the Plan shall
remain in effect except to the extent that they are modified or superseded by
this Exhibit I. In addition, unless otherwise specifically modified, terms
used in this Exhibit I not expected to be capitalized by normal rules of
capitalization shall have the meanings set forth in the Plan.
B. Provisions Applicable to Union Employees at the Houston, Texas
Plant of Ethyl Corporation
Effective February 1, 1992, Employees represented by the Oil, Chemical
and Atomic Workers International Union, AFL-CIO, Local Union No. 4-16000,
Houston, Texas, the United Association of Journeymen and Apprentices of the
Plumbing and Pipefitting Industry, AFL-CIO, Local Union 211, Houston, Texas,
the Sheet Metal Workers International Association, AFL-CIO, Local Union No.
54, Houston, Texas, and the International Brotherhood of Electrical
Workers,AFL-CIO, Local Union No. 716, Houston, Texas, are eligible to become
Members of the Plan pursuant to agreements between the collective bargaining
representatives of such unions and the Company. Employees so represented shall
become Members of the Plan in accordance with Plan section 2.01 and with
respect to Payroll Periods ending after October 30, 1994, subject to
the following specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for each
Member covered by a collective bargaining agreement described in this Exhibit I,
section B, the percentage of Base Pay designated in an After-Tax Election may
range from a minimum of one percent (1%) to a maximum of ten percent (10%),
determined in even multiples of one percent (1%); provided, however, that the
elected percentage for a Payroll Period, when added to the Pre-Tax Election
percentage in effect for such Member under Plan section 3.03 (as limited by the
terms specified in this Exhibit I, section B) for that Payroll Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
EXHIBIT I-l
<PAGE>
(2) Pre-Tax Elections. Notwithstanding, Plan section 3.03, for each Member
covered by a collective bargaining agreement described in this Exhibit I,
section B, the percentage of Base Pay designated in a Pre-Tax Election may range
from a minimum of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that the elected
percentage for a Payroll Period, when added to the After-Tax Contribution
percentage in effect for such Member under Plan section 3.01 (as limited by the
terms specified in this Exhibit I, section B) for that Payroll Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan section 3.08, the
Company shall contribute each Payroll Period on behalf of each contributing
Member covered by a collective bargaining agreement described in this Exhibit I,
section B, an amount equal to fifty percent (50%) of each such Member's
After-Tax Contributions deducted for that Payroll Period pursuant to numbered
paragraph (I) above and fifty percent (50%) of each such Member's Pre-Tax
Contribution allocated for that Payroll Period pursuant to numbered paragraph
(2) above, provided, however, that the contribution made by the Company on
behalf of each such Member for any Payroll Period shall not exceed three percent
(3%) of his Base Pay for that Payroll-Period. Notwithstanding the foregoing,
with respect to Payroll Periods beginning after October 30, 1995, the
contribution made by the Company on behalf of each Member based on his After-Tax
Contributions and Pre-Tax Contributions for any Payroll Period shall not exceed
four percent (4%) of his Base Pay for that Payroll Period.
C. Provisions Applicable to Union Employees at the Sauget, Illinois Plant of
Ethyl Petroleum Additives, Inc.
Effective August 30, 1992, Employees represented by the International
Chemical Workers Union, Local 871, became eligible to become Members of the
Plan pursuant to an agreement between the collective bargaining representative
of such union and the Company. The Employees so represented shall become
Members of the Plan in accordance with Plan section 2.01 and with respect to
Payroll Periods ending after November 26, 1994, subject to the following
specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for each
Member covered by a collective bargaining agreement described in this Exhibit I,
section D, the percentage of Base Pay designated in an After-Tax Election may
range from a minimum of one percent (1%) to a maximum of ten percent (10%),
determined in
EXHIBIT 1-2
<PAGE>
even multiples of one percent (1%); provided, however, that the elected
percentage for a Payroll Period, when added to the Pre-Tax Election percentage
in effect for such Member under Plan section 3.03 (as limited by the terms
specified in this Exhibit I, section D) for that Payroll Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
(2) Pre-Tax Elections. Notwithstanding Plan section 3.03, for each Member
covered by a collective bargaining agreement described in this Exhibit I,
section D, the percentage of Base Pay designated in a Pre-Tax Election may range
from a minimum of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that the elected
percentage for a Payroll Period, when added to the After-Tax Contribution
percentage in effect for such Member under Plan section 3.01 (as limited by the
terms specified in this Exhibit I, section D) for that Payroll Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan section 3.08, the
Company shall contribute each Payroll Period on behalf of each contributing
Member covered by a collective bargaining agreement described in this Exhibit I,
section D, an amount equal to fifty percent (50%) of each such Member's
After-Tax Contributions deducted for that Payroll Period pursuant to numbered
paragraph (1) above and fifty percent (50%) of each such Member's Pre-Tax
Contribution allocated for that Payroll Period pursuant to numbered paragraph
(2) above, provided, however, that the contribution made by the Company on
behalf of each such Member for any Payroll Period shall not exceed five percent
(5%) of his Base Pay for that Payroll Period.
D. Provisions Applicable to Union Employees at the Natchez, Mississippi Plant
of Ethyl Petroleum Additives, Inc.
Effective September 1, 1992, Employees represented by UBC, Southern
Council of Industrial Workers, AFL-CIO, Local No. 2085, are eligible to become
Members of the Plan pursuant to an agreement between the collective bargaining
representative of such union and the Company. The Employees so represented
shall become Members of the Plan in accordance with Plan section 2.01 and
with respect to Payroll Periods ending after April 30, 1995, subject to
the following specific terms and conditions:
(1) After-Tax Contributions. Notwithstanding Plan section 3.01, for each
Member covered by a collective bargaining agreement described in this Exhibit I,
section E,
EXHIBIT I-3
<PAGE>
the percentage of Base Pay designated in an After-Tax Election may range
from a minimum of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that the elected
percentage for a Payroll Period, when added to the Pre-Tax Election percentage
in effect for such Member under Plan section 3.03 (as limited by the terms
specified in this Exhibit I, section E) for that Payrol1 Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
(2) Pre-Tax Elections. Notwithstanding Plan section 3.03, for each Member
covered by a collective bargaining agreement described in this Exhibit I,
section E, the percentage of Base Pay designated in a Pre-Tax Election may range
from a minimum of one percent (1%) to a maximum of ten percent (10%), determined
in even multiples of one percent (1%); provided, however, that the elected
percentage for a Payroll Period, when added to the After-Tax Contribution
percentage in effect for such Member under Plan section 3.01 (as limited by the
terms specified in this Exhibit I, section E) for that Payroll Period, shall not
exceed ten percent (10%) of his Base Pay for that Payroll Period.
(3) Company Matching Contributions. Notwithstanding Plan section 3.08, the
Company shall contribute each Payroll Period on behalf of each contributing
Member covered by a collective bargaining agreement described in this Exhibit I,
section E, an amount equal to fifty percent (50%) of each such Member's
After-Tax Contributions deducted for that Payroll Period pursuant to numbered
paragraph (1) above and fifty percent (50%) of each such Member's Pre-Tax
Contribution allocated for that Payroll Period pursuant to numbered paragraph
(2) above, provided, however, that the amount contributed by the Company on
behalf of each such Member for any Payroll Period shall not exceed five percent
(5%) of his Base Pay for that Payroll Period.
EXHIBIT I-4
<PAGE>
SAVINGS PLAN FOR THE EMPLOYEES OF
ETHYL CORPORATION
TRUST AGREEMENT
AMENDMENT NO. 1
FIRST, the Introduction to the Trust Agreement is amended, effective
March 1, 1994, to revise the last sentence of the second paragraph to read
as follows:
The Plan is currently amended and restated effective March 1,
1994.
SECOND, Exhibit I of the Trust Agreement is amended, effective March
1, 1994, as set forth in Exhibit A attached hereto.
As evidence of the adoption of this Amendment 1, the Company and
NATIONSBANK OF GEORGIA, N.A. have caused their duty authorized officers to
execute this document.
ETHYL CORPORATION
By: /s/ Charles B. Walker 1/27/95
Charles B. Walker Date
Vice Chairman
NATIONSBANK OF GEORGIA, N.A.
By: _______________________ ___________
Date
<PAGE>
EXHIBIT A
Ethyl Corporation
Trust Agreement
EXHIBIT I
INVESTMENT FUNDS
Effective March 1, 1994, The Trust Fund shall be composed of five
Active Investment Funds and three Inactive Investment Funds:
Active Investment Funds
Indexed Bond Fund. The investment objective of the Indexed Bond Fund
is to provide an investment return commensurate with the return of a
diversified portfolio of investment grade bonds or their equivalent.
The assets of this Fund are invested and reinvested in government and
corporate fixed income securities comprising a particular bond index,
thus mirroring the return of such index. Such investments include
obligations of the U.S. Treasury, U.S. Government agencies, U.S.
investment-grade corporate debt, mortgage-backed obligations and U.S.
dollar denominated obligations of foreign governments (Yankee Bonds).
Indexed Equity Fund. The investment objective of the Indexed Equity
Fund is to provide an investment return commensurate with the return
of the general equity market, including both long-term capital
appreciation and some current income. The assets of this Fund are
invested and reinvested in a diversified portfolio of the stocks
comprising the Standard & Poors 500 Common Stock Index, therefore
mirroring the return of such index.
Prime Fund. The investment objective of the Prime Fund is to maximize
current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. The assets of the Fund are
invested and reinvested in bills, notes and bonds issued directly by
the U.S. Government as well as a broad range of other U.S. Government
obligations, bank and commercial instruments that may be available in
the money markets.
Balanced Fund. The investment objective of the Balanced Fund is to
provide a total investment return through a combination of growth of
capital and current income consistent with the preservation of
capital. The Fund's investments are allocated between the Indexed
Bond Fund, the Indexed Equity Fund and the Prime Fund.
Ethyl Stock Fund. The Ethyl Stock Fund is invested and reinvested in
common stock of Ethyl Corporation. The objective of this Fund is to
provide long-term capital appreciation potential through investment in
the Company. Except upon written directions from the Company, or in
the case of fractional shares received as a result of a stock
dividend, stock split, recapitalization, or as necessary in order to
make any distribution of transfer from the Trust Fund, or to correct
an administrative error, as directed by the Company, the Trustee shall
have no power or duty to sell or otherwise dispose of any stock
acquired for the Ethyl Stock Fund. When the sale of any stock
acquired for the Ethyl Stock Funds is permitted within the exceptions
of the preceding sentence, the Trustee may offer such shares to the
Company in accordance with ERISA section 408.
Inactive Investment Funds
Tredegar Stock Fund. The Tredegar Stock Fund is invested solely in
common capital stock of Tredegar Industries, Inc., received as a
result of the July 11, 1989, spin-off of Tredegar Industries, Inc.
from Ethyl Corporation.
First Colony Stock Fund. The First Colony Stock Fund is invested and
reinvested in common stock of First Colony Corporation. The Fund
contains common capital stock of First Colony Corporation received as
a result of the July 1, 1993, spin-off of First Colony Corporation
from Ethyl Corporation as well as the stock purchased with Member
Contributions through March 1, 1994.
Albemarle Stock Fund. The Albemarle Stock Fund is invested solely in
common capital stock of Albemarle Corporation received as a result of
the February 28, 1994, spin-off of Albemarle Corporation from Ethyl
Corporation.
SAVINGS PLAN FOR THE EMPLOYEES
OF
ETHYL CORPORATION
TRUST AGREEMENT
As Amended and Restated
Effective November 1, 1993
<PAGE>
ARTICLE I GENERAL DUTIES OF THE PARTIES
1.01. General Duties of Company . . . . . . . . . . . . . . . . . . 2
1.02. General Duties of Trustee . . . . . . . . . . . . . . . . . . 3
ARTICLE II POWERS AND DUTIES OF TRUSTEE IN INVESTMENT FUND,
ADMINISTRATION, AND DISBURSEMENT OF TRUST FUND
2.01. Division of the Trust Fund. . . . . . . . . . . . . . . . . . 4
2.02. Investment of the Trust Fund. . . . . . . . . . . . . . . . . 4
2.03. Investment Transfers. . . . . . . . . . . . . . . . . . . . . 4
2.04. Investment Charges. . . . . . . . . . . . . . . . . . . . . . 5
2.05. Valuation of Funds. . . . . . . . . . . . . . . . . . . . . . 5
2.06. Additional Investment Powers and Duties of Trustee. . . . . . 5
2.07. Administrative Powers and Duties of Trustee . . . . . . . . . 6
2.08. Trustee's Authority . . . . . . . . . . . . . . . . . . . . . 8
2.09. Payments from Trust Fund. . . . . . . . . . . . . . . . . . . 8
2.10. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE III FOR PROTECTION OF TRUSTEE
3.01. Evidence of Action by Company . . . . . . . . . . . . . . . . 10
3.02. Advice of Counsel or Company. . . . . . . . . . . . . . . . . 10
3.03. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IV TAXES, EXPENSES AND COMPENSATION
OF TRUSTEE
4.01. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.02. Expenses and Compensation . . . . . . . . . . . . . . . . . . 12
ARTICLE V SETTLEMENT OF ACCOUNTS, ENFORCEMENT
OF TRUST, LEGAL PROCEEDINGS
5.01. Settlement of Accounts of Trustee . . . . . . . . . . . . . . 13
5.02. Determination of Rights and Benefits. . . . . . . . . . . . . 13
ARTICLE VI RESIGNATION, REMOVAL, AND SUBSTITUTION OF TRUSTEE
6.01. Resignation of Trustee. . . . . . . . . . . . . . . . . . . . 15
6.02. Removal of Trustee. . . . . . . . . . . . . . . . . . . . . . 15
6.03. Appointment of Successor Trustee. . . . . . . . . . . . . . . 15
6.04. Transfer of Investment to Successor . . . . . . . . . . . . . 15
ARTICLE VII DURATION, TERMINATION AND AMENDMENT
OF TRUST
7.01. Termination of Trust or Plan. . . . . . . . . . . . . . . . . 17
7.02. Distribution upon Termination of the Plan . . . . . . . . . . 17
7.03. Action of Trustee . . . . . . . . . . . . . . . . . . . . . . 17
7.04. Automatic Termination of the Trust. . . . . . . . . . . . . . 18
7.05. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.06. Succession of Plan. . . . . . . . . . . . . . . . . . . . . . 18
7.07. Merger or Consolidation of the Trustee. . . . . . . . . . . . 19
7.08. Merger or Consolidation of the Company. . . . . . . . . . . . 19
7.09. Impossibility of Diversion. . . . . . . . . . . . . . . . . . 19
ARTICLE VIII DENIAL OF EXISTENCE OF GUARANTEES
8.01. No Guarantee of Benefits. . . . . . . . . . . . . . . . . . . 20
8.02. No Guarantee of Employment. . . . . . . . . . . . . . . . . . 20
ARTICLE IX TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE X MISCELLANEOUS
10.01. Laws of Virginia to Govern. . . . . . . . . . . . . . . . . . 22
10.02. Titles and Headings Not to Control. . . . . . . . . . . . . . 22
10.03. Prohibition of Assignment of Interest . . . . . . . . . . . . 22
10.04. Adoption by Affiliate . . . . . . . . . . . . . . . . . . . . 22
10.05. Definitions and Incorporation by Reference. . . . . . . . . . 23
EXHIBIT I INVESTMENT FUNDS
<PAGE>
TRUST AGREEMENT BETWEEN ETHYL CORPORATION AND
NATIONSBANK OF GEORGIA, N.A.
This Agreement, effective as of the 1st day of November, 1993,
by and between ETHYL CORPORATION, a Virginia corporation, whose principal office
is at 330 South Fourth Street, Richmond, Virginia, and NATIONSBANK OF GEORGIA,
N.A., with an office at 715 Peachtree Street, Atlanta, Georgia 30308, shall
be called the Savings Plan For The Employees Of Ethyl Corporation Trust
Agreement and is hereinafter referred to as the Trust Agreement.
The Company adopted the Savings Plan For The Employees Of Ethyl
Corporation, effective September 1, 1961, for the exclusive benefit of certain
of its employees, pursuant to which the Company and such employees make
contributions. The Plan has been amended and restated on several occasions
to conform to changes in the law and to reflect certain design changes. The
Plan is currently amended and restated effective November 1, 1993.
The Company desires to amend and restate the Trust Agreement, heretofore
created to hold such funds and other property as the Company may deliver to
the Trustee constituting Company and Member contributions to the Plan, the
earnings and profits thereon, and the stock, securities and other property
acquired by the Trustee with such funds (the "Trust" or "Trust Fund"). The
Company intends that the Trust shall constitute a part of the Plan, qualifying
under sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as
amended.
The Company and the Trustee agree that the Trust will be administered in
accordance with the terms and conditions set forth in this Trust Agreement.
<PAGE>
ARTICLE I
GENERAL DUTIES OF THE PARTIES
1.01. General Duties of Company
(a) The Company or its delegatees shall have complete responsibility
for the operation and administration of the Plan and, by way of example and
not by way of limitation, shall determine eligibility for participation, receive
all elections or notices of Members, direct the Trustee to make distributions,
and furnish the Trustee with such information as it may require to carry out
its duties under the Plan and this Trust Agreement.
(b) The Company or its delegatees shall make all reports concerning
the Plan to state and federal agencies and to Members and their Beneficiaries
other than those specifically imposed on the Trustee by law, the Plan, or this
Trust Agreement, or those which the Trustee agrees in writing to prepare.
(c) With respect to the voting of Ethyl Corporation common stock
as described in Plan section 5.09, the Company shall ensure that (1) a fiduciary
shall be designated to maintain the confidentiality procedures relating to
transactions with respect to the Ethyl Stock Fund and (2) an independent
fiduciary shall be appointed to monitor those procedures in situations which
involve a potential for undue employer influence upon a Member's or
Beneficiary's exercise of his shareholder rights.
(d) Any action by the Company with respect to the Trustee pursuant
to this Trust Agreement or the Plan shall be taken by those persons and entities
authorized to take such action on behalf of the Company and shall be evidenced
in writing and signed by a duly authorized representative of the Company. From
time to time the Company shall certify to the Trustee the names and specimen
signatures of the persons authorized to act for the Company hereunder and shall
promptly notify the Trustee if any such person shall cease to act. Until such
latter notice is received the Trustee shall be fully protected in relying on
the authority of each such person.
(e) The Company or its delegatees shall furnish the Trustee with
such information as it may require to carry out its duties under the Plan and
the Trust Agreement, or those duties it has undertaken to perform on behalf
of the Plan.
(f) The Company shall cause to be established and maintained a
separate Account for each Member. Each Member's Account shall be subdivided
into subaccounts as provided under Plan section 4.01. The Company or its
delegatees shall credit or debit all appropriate amounts to the applicable
Account, including each such Account's share of distributions, contributions,
net earnings, and realized and unrealized gains or losses of the applicable
investment fund.
(g) The Company or its delegatees shall receive the directions of
Members with respect to the investment of Member contributions as provided in
Plan section 5.05 and forward notice of such directions to the Trustee within
sufficient time for the Trustee to act thereon. The Trustee shall have no
responsibility to comply with any such directions it has not received or for
timely compliance with any such directions which are not forwarded to it in
sufficient time for it to act thereon.
(h) Contributions to the Trust Fund may be in cash or in other
property acceptable to the Trustee.
1.02. General Duties of Trustee
The Trustee shall hold all property received by it, which, together with
the income therefrom and the stock, securities, and other property acquired
therewith and less payments and distributions therefrom, shall constitute the
Trust Fund. It shall manage, invest, and reinvest the Trust Fund, collect the
income thereof, and make payments therefrom, all as hereinafter provided. The
Trustee shall be responsible only for the property actually received by it as
Trustee hereunder. It shall have no duty or authority to compute any amount
to be paid to it by the Company or to bring any action or proceeding to enforce
the collection from the Company of any contribution to the Trust Fund.
<PAGE>
ARTICLE II
POWERS AND DUTIES OF TRUSTEE IN INVESTMENT FUND,
ADMINISTRATION, AND DISBURSEMENT OF TRUST FUND
2.01. Division of the Trust Fund
(a) The Trust Fund shall be composed of the Investment Funds
described in Exhibit I to the Trust Agreement. The Board of Directors of the
Company or its delegatees may add or delete investment funds from time to time.
(b) For each contribution allocated to a Member's Account, the
Company or its delegatees shall advise the Trustee in writing as to the amount
of such contribution which shall be allocated to each of said Funds in
accordance with the provisions of Plan sections 5.03 and 5.05 and the Trustee
shall hold and invest the amount so specified as a part of the Investment Fund
to which it was allocated.
2.02. Investment of the Trust Fund
Subject to the provisions of the Plan, the Trustee shall from time to time
and at such time as it, in its discretion, shall determine, invest and reinvest
the contributions allocated to each of the Investment Funds described in Exhibit
I to the Trust Agreement and all proceeds, interest, income, or other payments
with respect to such Fund.
2.03. Investment Transfers
From time to time the Company or its delegatees may direct the Trustee
in writing to transfer a specified amount of cash or liquidate and transfer
a specified number of whole shares of stock from any Investment Fund to any
other Investment Fund or Funds in such proportions as may be specified in such
directions. Such directions to the Trustee shall be in accordance with Member
directions to the Company or its delegatees pursuant to Plan sections 5.03,
5.04 and 5.05. Subject to the provisions of the Plan and this Trust Agreement
the Trustee shall comply with all such directions received. If necessary to
effect such transfer the Trustee shall sell or otherwise liquidate all or any
part of the investments then held in the Investment Fund from which such
transfer is to be made. The Trustee shall comply with any such directions as
soon as reasonably practicable after the receipt thereof; provided, however,
that in making purchases or sales of investments, whether pursuant to such
directions of the Company, its delegatees or otherwise, the Trustee shall have
discretion to limit the daily volume of its purchases or sales of any
investment, and to effect such purchases and sales over such period of time,
as it may deem to be in the best interests of Members and their Beneficiaries.
2.04. Investment Charges
When incurred, brokerage commissions, transfer taxes, and other charges
and expenses in connection with the purchase or sale of investments or
securities shall be added to the cost of such investments or securities or
deducted from the proceeds thereof, as the case may be; and in the case of a
distribution shall be borne by the Investment Fund from which the distribution
is made.
2.05. Valuation of Funds
(a) The Trustee shall periodically report to the Company the assets
held in each of the Investment Funds and shall determine and include in such
report for the assistance of the Company in administering the Plan the fair
market value of each such asset as of the applicable Valuation Date. The
Company or its delegatees also shall credit the net income, gains, or losses
of the Trust Fund to the Accounts of the various Members or Beneficiaries as
provided in Plan section 6.03.
(b) In determining such fair market values the Trustee shall use
such market quotations and other information as are available to it and as may
in its discretion be appropriate. The report of any such valuation shall not
constitute a representation by the Trustee that the amounts reported as fair
market values would actually be realized upon the liquidation of any Investment
Fund. The Trustee shall not be accountable to the Company or to any Member
or Beneficiary or to any other person on the basis of any such valuation, but
its accountability shall be in accordance with Trust section 5.01.
2.06. Additional Investment Powers and Duties of Trustee
Subject to the provisions of the Plan and Trust sections 2.01 and 2.02,
the Trustee shall have, with respect to any property at any time held by it
and constituting part of the Trust Fund, power in its discretion:
(a) To keep, retain and safeguard any property at any time received
by it and to dispose of such property by sale, exchange or otherwise;
(b) To sell, exchange, transfer, convey or otherwise dispose of
any property at any time held by it at either public or private sale for cash
or on credit, grant options for the purchase or exchange thereof and make,
execute, acknowledge and deliver any instruments of conveyance and transfer
or any other instrument that may be necessary or appropriate;
(c) Subject to the provisions of the Plan with respect to Ethyl
Corporation common stock, to participate in any plan of reorganization,
consolidation, merger, combination, tender, exchange or other similar plan
relating to such property and to consent to, or to oppose, any such plan and
any action thereunder, or any contract, lease, mortgage, purchase, sale or other
action by any corporation in accordance with the Plan;
(d) To deposit any such property with any protective, reorganization
or similar committee; to delegate discretionary power thereto and to pay and
agree to pay part of its expenses and compensation and any assessments levied
with respect to any such property so deposited;
(e) To exercise all conversion and subscription rights pertaining
to any such property;
(f) To extend the time of payment of any obligation; and
(g) To enter into stand-by agreements for future investment of trust
funds, either with or without a stand-by fee.
2.07. Administrative Powers and Duties of Trustee
The Trustee shall have power and authority:
(a) To exercise all voting rights with respect to stocks, bonds
or other securities held in any investment and to grant proxies, discretionary
or otherwise, provided, however, that the Trustee shall grant proxies to vote
the Ethyl Corporation common stock in accordance with instructions received
from Members of the Plan having interests in the Ethyl Stock Fund and, in the
absence of receipt of such instructions, in accordance with the recommendations
of management contained in the proxy material issued by the Company;
(b) To cause any investments to be registered and held in the name
of one or more of its nominees, without increase or decrease of liability;
provided that the books and records of the Trustee shall at all times show that
such investments are part of the Trust Fund;
(c) To collect and receive any and all money and other property
due to the Trust Fund and to give full discharge and acquittance therefor;
(d) To settle, compromise, or submit to arbitration any claims,
debts or damages due or owing to or from the Trust; to commence or defend suits
or legal proceedings whenever, in its judgment, any interest of the Trust
requires it; and to represent the Trust in all suits or legal proceedings in
any court of law or equity or before any other body or tribunal;
(e) To make permitted investments of moneys held by it until the
same shall be invested or disbursed as otherwise provided in the Plan and this
Trust Agreement, and if such permitted investments shall not be feasible to
hold moneys uninvested without liability for interest thereon. Permitted
investments shall include: commercial paper rated either prime-1 or prime-2
by Moody's Investors Services, Inc., or A-1 or A-2 by Standard & Poor's
Corporation, and variable amount notes of borrowers which have such commercial
paper outstanding; certificates of deposit in United States commercial banks
(having capital and surplus in excess of $40,000,000), in each case due within
one year from the date of purchase, obligations of the Government of the United
States or any agency of the United States, and obligations guaranteed by the
Government of the United States; and money market funds which limit their
holdings to commercial paper rated either prime-1 by Moody's Investors Services,
Inc., or A-1 by Standard & Poor's Corporation, certificates of deposit, bankers'
acceptances, U. S. Government securities, and repurchase agreements fully
collateralized by U. S. Government securities.
(f) For the purposes of the Trust Fund, to borrow money from others,
including the entity which then is serving as Trustee hereunder, to issue its
promissory note or notes for the same, and to secure the repayment thereof by
pledging any property in its possession; provided, however, that no such advance
shall be made by the entity which then is serving as Trustee hereunder unless
and until the Company has approved the terms and conditions thereof except that,
without such approval, the entity which then is serving as Trustee hereunder
may make temporary advances to the Trust Fund, on a cash or overdraft basis,
on which no interest is payable; and
(g) Generally to do all acts, whether or not expressly authorized,
which shall be necessary to carry out the powers specified herein and perform
its duties under the Plan and this Trust Agreement and which the Trustee may
deem necessary or desirable for the protection of the Trust Fund.
2.08. Trustee's Authority
Persons dealing with the Trustee shall be under no obligation to see to
the proper application of any money paid or property delivered to the Trustee
or to inquire into the Trustee's authority as to any transaction.
2.09. Payments from Trust Fund
(a) The Trustee shall make such payments and distributions from
the Trust Fund at such time or times, to such person, persons or entity
(including the Company or a paying agent or agents designated by the Company)
and in such amounts as the Company or its delegatees shall direct in writing
including, by way of example and not limitation, payments to Members who request
withdrawals of all or part of their contributions pursuant to Plan section 7.07.
In directing the Trustee to make payments and distributions, the Company or
its delegatees shall follow the provisions of the Plan so that it shall be
impossible, either during the existence or upon the discontinuance of the Plan,
for any part of the Trust Fund to be used for or diverted to purposes other
than for the exclusive benefit of Members or their Beneficiaries, pursuant to
the provisions of the Plan, at any time prior to the satisfaction of all
liabilities with respect to such Members and their Beneficiaries under the Plan.
Any sums so paid to the Company or any paying agent shall be held in trust by
such payee until disbursed in accordance with the Plan and the Trustee shall
have no responsibility with respect to such sums.
(b) Any written direction of the Company or its delegatees shall
be deemed to constitute a certification upon which the Trustee may rely that
the payment or distribution so directed is one which the Company or its
delegatees is authorized to direct under the terms of the Plan, and the Trustee
need make no further investigation. The Trustee shall have no authority
concerning the entitlement of any Member or Beneficiary to benefits or the
amount of any Member's or Beneficiary's benefits.
(c) The Trustee may make any payment required to be made by it
hereunder by mailing a check and any stock certificates to the person or entity
to whom such payment is to be made, at such address as may have been last
furnished to the Trustee, or if no such address shall have been so furnished,
to such person in care of the Company. Alternatively, the Trustee may provide
such checks and stock certificates to the Company for forwarding to the payee.
2.10. Records
The Trustee shall keep, or cause to be kept by its agents, records
regarding the administration of the Trust, which records may be examined at
any reasonable time by the Company or its duly authorized representative; and
file with the Company such reports concerning the Plan containing such
information and at such times as the Trustee and the Company may agree.
Further, the Trustee shall furnish the Company or its delegatees with such
information as it may require and as the Trustee may agree in writing to provide
for purposes of fulfilling any duties concerning reporting to state and federal
agencies and to Members and their Beneficiaries.
<PAGE>
ARTICLE III
FOR PROTECTION OF TRUSTEE
3.01. Evidence of Action by Company
(a) The Trustee may rely upon any certificate, notice, or direction
purporting to have been signed on behalf of the Company which the Trustee
believes to be genuine and to have been executed by the person or persons whose
authority has been certified to it by the Company.
(b) Communications to the Trustee shall be sent to the Trustee's
principal office or to such other address as the Trustee may specify. No
communication shall be binding upon the Trust Fund or the Trustee until it is
received by the Trustee.
(c) Communications to the Company or its delegatees shall be sent
to the Company's principal office or to such other address as the Company may
specify. No communication shall be binding upon the Company or its delegatees
until received.
3.02. Advice of Counsel or Company
(a) The Trustee may consult with any legal counsel, including
counsel to the Company, with respect to the meaning or construction of this
Trust Agreement, its obligations or duties hereunder, or any act which it should
take or omit hereunder, and shall be fully protected with respect to any action
taken or omitted by it in good faith pursuant to such advice.
(b) If at any time the Trustee is in doubt concerning the course
which it should follow in connection with any matter relating to the
administration of this Trust, it may request the Company to advise it with
respect thereto, and the Trustee shall be protected in relying upon any advice
or direction which may be given to it by the Company.
3.03. Miscellaneous
(a) The Trustee shall use ordinary care and reasonable diligence,
but shall not be liable for any mistake of judgment or other action taken in
good faith. The Trustee shall not be liable for any loss sustained by the Trust
Fund by reason of the purchase, retention, sale, or exchange of any investment
in good faith and in accordance with the provisions hereof.
(b) The Trustee's powers, duties, rights, and obligations shall
be limited to those expressly conferred or imposed upon it by the provisions
of this Trust Agreement or by law, notwithstanding any reference herein to the
Plan.
(c) The Company may at any time employ as its agent (to perform
any act, keep any records or accounts, or make any computations which are
required of the Company by this Trust Agreement or the Plan) the entity then
serving as Trustee hereunder, and may compensate said entity therefor, and such
employment shall not be deemed to be contrary to or inconsistent with the
provisions of this Trust Agreement. Nothing done by said entity as agent for
the Company shall change or increase in any manner its responsibility or
liability as Trustee hereunder.
<PAGE>
ARTICLE IV
TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
4.01. Taxes
The Trustee shall deduct from and charge against the appropriate Investment
Fund or Funds of the Trust Fund any taxes paid by it which may be imposed upon
the Trust Fund or the income thereof or which the Trustee is required to pay
with respect to the interest of any Member or Beneficiary.
4.02. Expenses and Compensation
The Trustee shall receive for its services as Trustee the compensation
which from time to time may be agreed upon by the Company and Trustee. Such
compensation shall be paid by the Company but, if not so paid, may be charged
against the Trust Fund. Notwithstanding the foregoing, no employee of the
Company shall be entitled to compensation (other than reimbursement for expenses
properly and actually incurred) from the Plan for his services with regard to
the Plan.
<PAGE>
ARTICLE V
SETTLEMENT OF ACCOUNTS,
ENFORCEMENT OF TRUST, LEGAL PROCEEDINGS
5.01. Settlement of Accounts of Trustee
(a) The Trustee shall keep complete records of all of its
investments, receipts, disbursements and other transactions. Its books and
records relating to the Trust Fund shall be open to inspection and audit by
the Company or its representatives or delegatees at all reasonable times during
business hours of the Trustee.
(b) Within ninety (90) days after the close of each calendar year,
or any termination of the duties of the Trustee, the Trustee shall render to
the Company an accounting of the assets of the Trust Fund and of the
investments, receipts, disbursements and other transactions of the Trust, which
accounting shall be certified as to its accuracy by the Trustee and mailed in
duplicate to the Company.
(c) The Trustee, the Company, or both, shall have the right to apply
at any time to a court of competent jurisdiction for the judicial settlement
of any accounting, and in any such action or proceeding it shall be necessary
to join as parties thereto only the Trustee and the Company. Any judgment or
decree which may be entered therein shall be conclusive upon all persons having
or claiming to have any interest in the Trust Fund or under the Plan.
5.02. Determination of Rights and Benefits
The Company shall have complete control and authority to determine the
rights and interests of Members and their Beneficiaries in the Trust Fund or
under the Plan, and the Trustee shall have no duty to question any direction
given by the Company to the Trustee. The Company shall have authority to
enforce this Trust Agreement on behalf of Members and their Beneficiaries
claiming any interest in the Trust Fund or under the Plan. To protect the Trust
Fund from expenses which might otherwise be incurred, it is imposed as a
condition for the security of any interest in the Trust Fund, and it is hereby
agreed, that no other person may institute or maintain any action or proceeding
against the Trustee or the Trust Fund in the absence of written authority from
the Company or a judgment of a court of competent jurisdiction that in refusing
such authority the Company has acted fraudulently or in bad faith. In any
action or proceeding affecting the Trust Fund the only necessary parties shall
be the Company and the Trustee, and no other person shall be entitled to any
notice or process. Any judgment that may be entered in such action or proceed-
ing shall be binding and conclusive on all persons claiming to have any interest
in the Trust Fund or under the Plan.
<PAGE>
ARTICLE VI
RESIGNATION, REMOVAL, AND SUBSTITUTION OF TRUSTEE
6.01. Resignation of Trustee
The Trustee may resign its duties hereunder by delivering to the Company
its written resignation. No such resignation shall take effect until a suc-
cessor shall have been appointed in the manner provided in Trust section 6.03.
6.02. Removal of Trustee
The Trustee may be removed by the Company at any time, upon sixty (60)
days' notice to the Trustee, but such notice may be waived by the Trustee.
Such removal shall be effected by delivering to the Trustee a written notice
of its removal executed by the Company, and by giving notice to the Trustee
of the appointment of a successor in the manner provided in Trust section 6.03.
6.03. Appointment of Successor Trustee
(a) The appointment of a successor Trustee shall take effect upon
the delivery to the resigning or removed Trustee of (1) an instrument in writing
appointing such successor, executed by the Company, and (2) an acceptance in
writing executed by the successor. All of the provisions set forth herein with
respect to the Trustee shall relate to each such successor so appointed with
the same force and effect as if such successor had been originally named herein
as the Trustee hereunder.
(b) If a successor trustee shall not have been appointed within
sixty (60) days after notice of resignation shall have been given under the
provisions of this Trust section 6.03, the resigning Trustee or the Company
may apply to any court of competent jurisdiction for the appointment of a
successor.
6.04. Transfer of Investment to Successor
Upon the appointment of a successor trustee, the Trustee shall endorse,
transfer, assign, convey and deliver to such successor trustee all of the funds,
securities and other property constituting the Trust Fund, reserving such sum
as the Trustee shall deem necessary to provide for payment of its expenses in
settling its accounts, any of its compensation due and unpaid, and any
obligation of the Trust Fund for which the Trustee may be liable. If the
Trustee shall propose to reserve any such sum, it shall so notify the Company
in writing, specifying the amount to be reserved and the reasons for such
reservation and the Company may at its election deposit with the Trustee, or
in escrow, a bond or other security acceptable to the Trustee in such amount,
on terms that will assure the payment of such expenses, compensation, and
obligations. In the event that such bond or other security is so deposited,
the Trustee shall transfer and deliver the remaining balance of the Trust Fund
to such successor trustee. If the sum so reserved, or such bond or other
security, shall not be sufficient to provide for payment of such expenses,
compensation, or obligations, the Trustee shall be entitled to recover the
amount of any deficiency from either the Company or the successor trustee or
both. After the final accounting of the Trustee has been received as provided
in Trust section 5.01, the Trustee shall transfer and deliver to such successor
trustee the remainder of any sums reserved by it under this Trust Agreement
section which were not needed for the purposes for which they were reserved.
<PAGE>
ARTICLE VII
DURATION, TERMINATION
AND AMENDMENT OF TRUST
7.01. Termination of Trust or Plan
This Trust Fund shall continue for such time as may be necessary to
accomplish the purpose for which it was created; provided, however, that the
Company reserves the right to terminate the Plan, or to terminate this Trust
Agreement without terminating the Plan, or to terminate both the Plan and the
Trust Agreement by action of its Board of Directors. In the event of a
termination of the Plan or Trust Agreement or both, the Company shall notify
the Trustee of such termination in writing together with a copy of the
resolution of the Board of Directors authorizing such action.
7.02. Distribution upon Termination of the Plan
(a) In the event that the Plan is terminated, the Trustee, upon
the direction of the Company, shall liquidate the Trust Fund to the extent
required for distribution and, after the final accounting of the Trustee has
been received as provided in Trust section 5.01, shall distribute all cash,
securities and other property then constituting the Trust Fund, less any amounts
constituting charges and expenses payable from the Trust Fund, on the date or
dates specified by the Company to or for the benefit of such Member,
Beneficiary, person or entity and in such manner as the Company may direct.
(b) In the absence of Company direction with respect to any or all
assets held in the Trust Fund, the Trustee shall distribute amounts in
accordance with the Plan or in such manner as may be directed by a judgment
or decree of a court of competent jurisdiction. Upon making such distributions,
the Trustee shall be relieved from all further liability with respect to amounts
so paid. The powers of the Trustee hereunder shall continue so long as any
assets remain in the Trust Fund.
7.03. Action of Trustee
The Trustee shall take no action on the termination of the Plan which it
knows or should know would adversely affect the qualified and exempt status
of the Plan and Trust under Code sections 401(a) and 501(a) and any other
statute of similar import, or that will not comply with any applicable
provisions of ERISA. This Trust section shall not prevent the Trustee from
liquidating the Trust Fund pursuant to Trust section 7.02; provided, however,
that the Trustee reserves the right to seek direction from a court of competent
jurisdiction as to the proper method of distribution of the Trust Fund upon
termination of this Trust Agreement.
7.04. Automatic Termination of the Trust
This Trust shall terminate automatically when there are no remaining assets
in the Trust Fund.
7.05. Amendment
By an instrument in writing delivered to the Trustee and executed pursuant
to the order of the Board of Directors (or, to the extent permitted by law,
the Executive Committee of such Board), the Company shall have the right at
any time and from time to time to amend this Trust Agreement in whole or in
part; provided, however, that the duties and responsibilities of the Trustee
set forth in this Agreement shall not be modified without the Trustee's written
consent. Except to return to the Company suspense account assets (established
pursuant to Plan section 8.01) attributable to Company contributions, no such
amendment shall divert any part of the Trust Fund to purposes other than the
exclusive benefit of the Members or their Beneficiaries at any time prior to
the satisfaction of all liabilities with respect to such Members and their
Beneficiaries under the Plan and this Trust Agreement. Any such amendment shall
become effective as of the date specified therein upon (i) the delivery to the
Trustee of the written instrument of amendment, and (ii) the endorsement thereon
by the Trustee's endorsement of its receipt thereof, together with its written
consent thereto, if such consent is required.
7.06. Succession of Plan
The merger or consolidation of the Plan with or a transfer of assets or
liabilities of the Plan from this Trust Fund to another employee benefit plan
is not permitted unless each Member is entitled to receive immediately after
the merger, consolidation, or transfer, a benefit equal to or greater than the
benefit to which the Member would have been entitled if the Plan had terminated
immediately before the merger, consolidation, or transfer.
7.07. Merger or Consolidation of the Trustee
Any entity into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee is a party, or any entity succeeding to the trust business
of the Trustee, shall become the successor of the Trustee hereunder, without
the execution or filing of any instrument or the performance of any further
act on the part of the parties hereto.
7.08. Merger or Consolidation of the Company
Any corporation into which the Company may be merged or with which it may
be consolidated, or any corporation succeeding to all or a substantial part
of the business interests of the Company may become the Company hereunder if
it elects to continue the Plan and this Trust Agreement and files a notice in
writing to that effect with the Trustee. After that, every reference in the
Trust Agreement is treated as a reference to the surviving or purchasing
corporation or other legal entity.
7.09. Impossibility of Diversion
At no time shall any part of the Trust Fund be diverted to purposes other
than for the exclusive benefit of Members and their Beneficiaries. Nothing
provided herein, however, shall prevent (i) in the event of the termination
of the Plan, the return to the Company of Company contributions held in a
suspense account established pursuant to Plan section 8.01 or (ii) the return
to the Company of its contributions pursuant to Plan section 12.01.
<PAGE>
ARTICLE VIII
DENIAL OF EXISTENCE OF GUARANTEES
8.01. No Guarantee of Benefits
Neither the Trustee nor the Company in any way guarantees the adequacy
of the Trust Fund for the payment of any amount that may become due under the
Plan to any Member or Beneficiary. Each Member or Beneficiary shall look solely
to the assets constituting the Trust Fund for the payment of benefits under
the Plan.
8.02. No Guarantee of Employment
Participation in the Plan shall not give any Member the right to be
retained in the Company's employ or any right or interest in the Trust Fund
other than as provided herein or in the Plan.
<PAGE>
ARTICLE IX
TRANSFERS
With the consent of the Company, the Trustee may transfer the vested
account of a terminated Member to another trust established to implement a plan
qualified under Code section 401(a), and if the Plan so provides and the Company
so authorizes, may accept funds from such a trust for the Account of a Member
of the Plan, either directly or through a rollover from an individual retirement
account established pursuant to Code section 408. Amounts transferred to the
Trust Fund pursuant to this article shall be separately accounted for by the
Trustee and shall be nonforfeitable.
<PAGE>
ARTICLE X
MISCELLANEOUS
10.0
This Agreement and the Trust hereby created shall be construed,
administered and governed in all respects under and by the laws of the
Commonwealth of Virginia (other than its choice-of-law rules) to the extent
not otherwise required by federal law.
10.02. Titles and Headings Not to Control
The titles to articles and the headings of Trust sections in this Trust
Agreement are used for convenience of reference only and in case of any conflict
the text of the Trust Agreement, rather than such titles or headings, shall
control. Wherever appropriate, words used in this Trust Agreement in the
singular shall include the plural where the meaning is appropriate. The
masculine gender shall include the feminine, unless the context clearly
indicates otherwise.
10.03. Prohibition of Assignment of Interest
No interest, right, or claim in or to any part of the Trust Fund or any
payment therefrom shall be alienable, assignable, transferable or subject to
purchase or hypothecation, nor shall they be subject to the claims of any
creditors except as may be provided by law, and any attempt to alienate, assign,
transfer, or hypothecate the same shall be void and no such benefit will in
any manner be subject to the debts, contracts, liabilities, engagements or torts
of such person, nor shall it be subject to legal notice for or against such
person nor shall the same be recognized by the Trustee except to the extent
required by law.
10.04. Adoption by Affiliate
Any affiliate, subsidiary or division of the Company which has adopted
the Plan shall also be deemed to have adopted the Trust Agreement.
10.05. Definitions and Incorporation by Reference
Any term used in this Trust Agreement that is defined in Article I or
elsewhere in the Plan shall have the same meaning herein as set forth in the
Plan. The provisions of the Plan are incorporated by reference into this Trust
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and NATIONSBANK OF GEORGIA, N.A. have
caused their duly authorized officers to execute this document on the 26th day
of June, 1994.
ETHYL CORPORATION
By:/s/Charles B. Walker
Charles B. Walker
Executive Vice President
NATIONSBANK OF GEORGIA, N.A.
By:/s/Bert R. Carmody
Bert R. Carmody
Vice President
<PAGE>
EXHIBIT I
INVESTMENT FUNDS
The Trust Fund shall be composed of six Active Investment Funds and one
Inactive Investment Fund:
Active Investment Funds
Indexed Bond Fund. The investment objective of the Indexed Bond Fund is
to provide an investment return commensurate with the return of a
diversified portfolio of investment grade bonds or their equivalent. The
assets of this Fund are invested and reinvested in government and
corporate fixed income securities comprising a particular bond index, thus
mirroring the return of such index. Such investments include obligations
of the U.S. Treasury, U.S. Government agencies, U.S. investment-grade
corporate debt, mortgage-backed obligations and U.S. dollar denominated
obligations of foreign governments (Yankee Bonds).
Indexed Equity Fund. The investment objective of the Indexed Equity Fund
is to provide an investment return commensurate with the return of the
general equity market, including both long-term capital appreciation and
some current income. The assets of this Fund are invested and reinvested
in a diversified portfolio of the stocks comprising the Standard & Poors
500 Common Stock Index, therefore mirroring the return of such index.
Prime Fund. The investment objective of the Prime Fund is to maximize
current income to the extent consistent with the preservation of capital
and the maintenance of liquidity. The assets of the Fund are invested
and reinvested in bills, notes and bonds issued directly by the U.S.
Government as well as a broad range of other U.S. Government obligations,
bank and commercial instruments that may be available in the money
markets.
Balanced Fund. The investment objective of the Balanced Fund is to
provide a total investment return through a combination of growth of
capital and current income consistent with the preservation of capital.
The Fund's investments are allocated between the Indexed Bond Fund, the
Indexed Equity Fund and the Prime Fund.
Ethyl Stock Fund. The Ethyl Stock Fund is invested and reinvested in
common stock of Ethyl Corporation. The objective of this Fund is to
provide long-term capital appreciation potential through investment in
the Company. Except upon written directions from the Company, or in the
case of fractional shares received as a result of a stock dividend, stock
split, recapitalization, or as necessary in order to make any distribution
of transfer from the Trust Fund, or to correct an administrative error,
as directed by the Company, the Trustee shall have no power or duty to
sell or otherwise dispose of any stock acquired for the Ethyl Stock Fund.
When the sale of any stock acquired for the Ethyl Stock Funds is permitted
within the exceptions of the preceding sentence, the Trustee may offer
such shares to the Company in accordance with ERISA section 408.
First Colony Stock Fund. The First Colony Stock Fund is invested and
reinvested in common stock of First Colony Corporation. The Fund contains
common capital stock of First Colony Corporation received as a result of
the July 1, 1993, spin-off of First Colony Corporation from Ethyl
Corporation as well as the stock purchased with Member Contributions.
The objective of this Fund is to provide Members with capital appreciation
potential through investment in the equity securities of a growing U.S.
company. Except upon written directions from the Company, or in the case
of fractional shares received as a result of a stock dividend, stock
split, recapitalization, or as necessary in order to make any distribution
of transfer from the Trust Fund, or to correct an administrative error,
as directed by the Company, the Trustee shall have no power or duty to
sell or otherwise dispose of any stock acquired for the First Colony Stock
Fund.
Inactive Investment Funds
Tredegar Stock Fund. The Tredegar Stock Fund is invested solely in common
capital stock of Tredegar Industries, Inc., received as a result of the
July 11, 1989, spin-off of Tredegar Industries, Inc. from Ethyl
Corporation. All cash dividends paid or accrued on shares of Tredegar
Industries, Inc., common stock shall be allocated in accordance with Plan
section 6.03(a) to the cash balance of each Member's Account invested in
the Ethyl Stock Fund. Except upon written directions from the Company,
or in the case of fractional shares received as a result of a stock
dividend, stock split, recapitalization, or as necessary in order to make
any distribution of transfer from the Trust Fund, or to correct an
administrative error as directed by the Company, the Trustee shall have
no power or duty to sell or otherwise dispose of any stock acquired for
the Tredegar Stock Fund.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Ethyl Corporation on Form S-8 of the Savings Plan for the Employees of Ethyl
Corporation (File No. 33-31899) of (i) our report dated February 21, 1995, on
our audits of the consolidated financial statements of Ethyl Corporation and
Subsidiaries as of December 31, 1994 and 1993, and for the years
ended December 31, 1994, 1993 and 1992, appearing on page 46 of the Ethyl
Corporation 1994 Annual Report to Shareholders, which report is incorporated
by reference in the 1994 Annual Report on Form 10-K; and, (ii) our report
dated June 28, 1995, on our audits of the financial statements of the Savings
Plan for the Employees of Ethyl Corporation as of December 31, 1994 and 1993,
and for the year ended December 31, 1994, and the supporting supplemental
schedules and supplemental fund information as of December 31, 1994 and 1993,
and for the year ended December 31, 1994, which report is included in the
Annual Report on Form 11-K for the fiscal year ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
October 12, 1995
