As filed with the Securities and Exchange Commission on August 7, 1998.
Registration Statement No. 333-___________
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)
<TABLE>
<CAPTION>
<S> <C>
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 office, including zip code)
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
(Full title of the Plan)
--------------------
Bruce C. Gottwald
Chairman of the Board and Chief Executive Officer
J. Robert Mooney
Chief Financial Officer
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
(804) 788-5000
(Name, address, including zip code, and telephone number including area code, of agent for service)
With copies to:
Allen C. Goolsby, Esq. M. Rudolph West, Esq.
Hunton & Williams 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
============================------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(*) offering price(*) registration fee
================================================================================================================
Common Stock, $1.00 par
value per share 4,000,000 shares $5.03125 $20,125,000 $5,936.88
================================================================================================================
</TABLE>
(*) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $5.03125 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on August 7, 1998, 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>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Ethyl Corporation (the "Company") with
the Commission (file No. 1-5112) are incorporated herein by reference and made a
part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and (ii) the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1998 and June 30, 1998; (iii) the Company's
Form 10, dated July 28, 1965, containing a description of the Company's Common
Stock (the "Common Stock"); and (iv) the Annual Report on Form 11-K for the
fiscal year ended December 31, 1997, of the Savings Plan For The Employees of
Ethyl Corporation (the "Plan").
All annual reports of the Plan filed by the Plan pursuant to Section 13
(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the Prospectus and prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's Articles
of Incorporation (the "Articles") require, indemnification of the Company's
directors and officers in a variety of circumstances which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Under sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a
Virginia corporation is generally authorized to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and, in the
case of criminal actions, had no reasonable cause to believe that the conduct
was unlawful. The Company's Articles require indemnification of any person with
respect to certain liabilities incurred in connection with any proceeding to
which that person is made a party by reason of (i) his service to the Company as
a director or officer, or (ii) his service as director, officer, trustee or
partner to some other enterprise at the request of the Company, except in the
case of willful misconduct or a knowing violation of criminal law. In addition,
the Company carries insurance on behalf of directors and officers that may cover
liabilities under the Securities Act. As permitted by the Virginia Stock
Corporation Act, the Company's Articles provide that in any proceeding brought
by a shareholder of the Company in the right of the Company or brought by or on
behalf of shareholders of the Company, no director or officer of the Company
shall be liable to the Company or its shareholders for monetary damages with
respect to any transaction, occurrence or course of conduct, whether prior or
subsequent to the effective date of such Articles, except for liability
resulting from such person having engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law. Section
13.1-692.1 of the Virginia Stock Corporation Act presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the Virginia Stock Corporation Act are hereby incorporated
by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (incorporated herein by
reference from Exhibit 3.1 of the Company's Report on Form 10-Q for the
period ended September 30, 1996 (No. 1-5112)).
4.2 Amended By-laws of the Company (incorporated herein by reference from
Exhibit 3.2 to the Company's Report on Form 10-K for the period ended
December 31, 1995 (No. 1-5112)).
4.3 Savings Plan For The Employees of Ethyl Corporation.
4.4 Amendment No. 1 to the Savings Plan For The Employees of Ethyl
Corporation.
4.5 Savings Plan For The Employees of Ethyl Corporation Trust Agreement
between the Company and Merrill Lynch Trust Company of America.
5 Opinion of Hunton & Williams as to the legality of the securities
being registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
The Company undertakes that it has submitted the Plan, and will submit
any amendments thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and will, to the extent the Company believes it necessary or appropriate,
make all changes required by the IRS in order to qualify the Plan under Section
401(a) of the Internal Revenue Code.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 23rd day
of July, 1998.
ETHYL CORPORATION
By: /s/Bruce C. Gottwald
--------------------
Bruce C. Gottwald
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 23rd day of July, 1998. Each person whose signature appears below hereby
authorizes either agent for service named in the registration statement to
execute in the name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement making such changes
in the 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 the registration statement.
<TABLE>
<CAPTION>
Signature and Title Signature and Title
<S> <C>
By: /s/Bruce C. Gottwald By: /s/Wayne C. Drinkwater
-------------------- -------------------------------
Bruce C. Gottwald Wayne C. Drinkwater
Chairman of the Board of Directors and Controller
Chief Executive Officer
By: /s/William W. Berry By: /s/Gilbert M. Grosvenor
________________________________ _________________________________
William W. Berry Gilbert M. Grosvenor
Director Director
By: /s/Phyllis L. Cothran By: /s/Sidney Buford Scott
________________________________ __________________________________
Phyllis L. Cothran Sidney Buford Scott
Director Director
By: /s/Thomas E. Gottwald By: /s/Charles B. Walker
-------------------------------- ----------------------------------
Thomas E. Gottwald Charles B. Walker
Director, President and Chief Director
Operating Officer
By: /s/J. Robert Mooney
---------------------------------
J. Robert Mooney
Chief Financial Officer
</TABLE>
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act, 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 23rd day of July, 1998.
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
By: /s/J. Robert Mooney
______________________________________
J. Robert Mooney
Chairman of the Employee Savings
Plan Committee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Amended and Restated Articles of
Incorporation of the Company (incorporated
herein by reference from Exhibit 3.1 of the
Company's Report on Form 10-Q for the period
ended September 30, 1996 (No. 1-5112)).
4.2 Bylaws of the Company (incorporated herein
by reference from Exhibit 3.2 to the
Company's Report on Form 10-K for the period
ended December 31, 1995 (No. 1-5112)).
4.3 Savings Plan For The Employees of Ethyl
Corporation.
4.4 Amendment No. 1 to the Savings Plan For
The Employees of Ethyl Corporation.
4.5 Savings Plan For The Employees of Ethyl
Corporation Trust Agreement between the
Company and Merrill Lynch Trust Company of
America.
5 Opinion of Hunton & Williams as to the
legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included in
the opinion filed as Exhibit 5 to the
Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on
signature page).
</TABLE>
SAVINGS PLAN FOR THE EMPLOYEES
OF
ETHYL CORPORATION
Effective September 1, 1961
As Amended and Restated Effective January 1, 1998
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
<S> <C>
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-2
1.10. Base Pay ........................................I-2
1.11. Beneficiary .....................................I-3
1.12. Board of Directors ..............................I-3
1.13. Break in Service ................................I-3
1.14. Code ............................................I-3
1.15. Committee .......................................I-3
1.16. Company .........................................I-4
1.17. Compensation ....................................I-4
1.18. Contribution Percentage .........................I-4
1.19. Defined Benefit Plan ............................I-4
1.20. Defined Contribution Plan .......................I-4
1.21. Discretionary Account ...........................I-5
1.22. Discretionary Contribution ......................I-5
1.23. Earnings ........................................I-5
1.24. Employee ........................................I-5
1.25. Employee Benefits Section .......................I-6
1.26. ERISA ...........................................I-6
1.27. Excess Aggregate Contribution ...................I-6
1.28. Excess Annual Additions .........................I-6
1.29. Excess Deferral .................................I-6
1.30. Excess Pre-Tax Contribution .....................I-7
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
TABLE OF CONTENTS
1.31. Highly Compensated ..............................I-7
1.32. Hours of Service ................................I-7
1.33. Information Date ................................I-9
1.34. Investment Fund ................................I-10
1.35. Leased Employee ................................I-10
1.36. Limitation Year ................................I-10
1.37. Matching Account ...............................I-10
1.38. Matching Contribution ..........................I-10
1.39. Member .........................................I-10
1.40. Military Leave .................................I-10
1.41. Normal Retirement Age ..........................I-10
1.42. Payroll Period .................................I-10
1.43. Permanent and Total Disability .................I-11
1.44. Plan ...........................................I-11
1.45. Plan Year ......................................I-11
1.46. Pre-Tax Account ................................I-11
1.47. Pre-Tax Contribution ...........................I-11
1.48. Pre-Tax Election ...............................I-11
1.49. Qualified Domestic Relations Order .............I-11
1.50. Required Beginning Date ........................I-12
1.51. Restricted 401(k) Employee......................I-12
1.52. Restricted 401(m) Employee .....................I-12
1.53. Rollover Account ...............................I-13
1.54. Rollover Contribution ..........................I-13
1.55. Special Contribution ...........................I-13
1.56. Trust Agreement ................................I-13
1.57. Trust Fund .....................................I-13
1.58. Trustee ........................................I-13
1.59. Uniformed Service ..............................I-13
1.60. Unrestricted 401(k) Employee ...................I-13
1.61. Unrestricted 401(m) Employee ...................I-13
1.62. USERRA .........................................I-13
1.63. Valuation Date .................................I-13
1.64. Year of Service ................................I-14
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
Section Page
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-1
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-2
3.07. Pre-Tax Contribution Limitations ..............III-3
3.08. Company Matching Contributions ................III-5
3.09. Company Discretionary Contributions and
Special Contributions .........................III-5
3.10. Rollover Contributions ........................III-5
3.11. Matching and After-Tax Contribution
Limitations ...................................III-6
3.12. USERRA Contributions ..........................III-7
ARTICLE IV ALLOCATIONS
4.01. Establishment of Accounts .................... IV-1
4.02. Allocation of After-Tax Contributions .........IV-1
4.03. Allocation of Pre-Tax Contributions ........... IV-1
4.04. Allocation of Matching Contributions .......IV-1
4.05. Allocation of Discretionary Contributions and
Special Contributions ......................... IV-2
4.06. Allocation of Rollover Contributions ...........IV-2
4.07. Excess Deferrals ...............................IV-2
4.08. Excess Pre-Tax Contributions ...................IV-3
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
TABLE OF CONTENTS
Section Page
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 Discretionary
Contributions ...................................V-1
5.04. Member Directed Investments .....................V-2
5.05. Transfer Procedures .............................V-5
5.06. Investment of Income ............................V-6
5.07. Warrants, Rights and Options ....................V-6
5.08. Voting Rights ...................................V-6
5.09. Tender or Exchange Rights ......................V-7
5.10. Other Provisions Applicable to Funds ............V-7
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-1
ARTICLE VII VESTING AND DISTRIBUTIONS
7.01. Plan Termination, Death, Permanent and Total
Disability, Retirement ........................VII-1
7.02. Other Separation ..............................VII-1
7.03. Timing of Distributions .......................VII-3
7.04. Form of Distribution ..........................VII-4
7.05. Qualified Domestic Relations Order
Distributions .................................VII-5
7.06. Withdrawals ..................................VII-6
7.07. Pre-Tax Account Distribution Restrictions ....VII-10
7.08. Direct Rollovers .............................VII-11
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
TABLE OF CONTENTS
Section Page
7.09. Loans ........................................VII-12
7.10. Federal Income Tax Withholding ...............VII-14
7.11. Special Rules for Former Amoco Employees .... VII-14
ARTICLE VIII LIMITATIONS
8.01. Maximum Contribution Limitations .............VIII-1
8.02. Multiple Plan Participation ..................VIII-2
ARTICLE IX ADMINISTRATION
9.01. Appointment of Named Fiduciary and
Administrator ..................................IX-1
9.02. Administrator ..................................IX-1
9.03. Trustee ........................................IX-2
9.04. Employee Savings Plan Committee ................IX-2
9.05. Benefit Claims Review Procedure ................IX-3
9.06. Administrative Costs ...........................IX-4
9.07. Errors and Omissions ...........................IX-4
9.08. Fiduciary Discretion ...........................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
ARTICLE XII GENERAL PROVISIONS
12.01. Qualification ................................ XII-1
12.02. No Guaranty of Employment .....................XII-1
12.03. Payments to Minors and Incompetents ...........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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
TABLE OF CONTENTS
Section Page
12.07. Unclaimed Benefits ............................XII-2
12.08. Beneficiary Designation .......................XII-2
12.09. Commencement of Payments ......................XII-3
12.10. Special Distribution Requirements .............XII-3
ARTICLE XIII SPECIAL TOP-HEAVY RULES
ARTICLE XIV ADOPTION OF PLAN
APPENDIX A SPECIAL TOP-HEAVY RULES
EXHIBIT I SPECIAL PROVISIONS APPLICABLE TO
CERTAIN FORMER AMOCO EMPLOYEES
EXHIBIT II INVESTMENT FUNDS
</TABLE>
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 Plan was amended and restated 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,
(i) to reflect the participation of certain employees at the Orangeburg, South
Carolina plant of Ethyl Corporation, (ii) to comply with Code section
401(a)(31), effective January 1, 1993, and (iii) 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 regulations promulgated
thereunder.
Active investment Options D and F, as well as inactive investment
Options A and B that existed under the Plan in effect 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.
The Plan was further amended and restated, effective March 1, 1994, to
include all amendments made since the Plan's most recent restatement.
The Plan has been amended and restated effective January 1, 1998, (i)
to include all amendments that have been adopted since the Plan's most recent
restatement, (ii) to effect changes enacted by the Uniformed Services Employment
and Reemployment Rights Act of 1994, the Small Business Job Protection Act of
1996, and the Taxpayer Relief Act of 1997 and (iii) to enhance benefits under
the Plan, ease administration, and to reflect the appointment of a new Trustee
and recordkeeper. The changes in the Plan's Trustee and recordkeeper and the
Plan's investment options are effective November 1, 1997. Members will not be
able to change their investment options until the Trustee's changeover
("black-out") period has expired.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
The intent and purpose of Ethyl Corporation in maintaining the Plan is
to provide a tax-qualified plan for the benefit of its employees (and the
eligible employees of its affiliates who may adopt the Plan), under which its
contributions are deductible currently from its federal taxable income. Ethyl
Corporation intends that the Plan be a discretionary contribution plan.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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
(a) a member of a controlled group of corporations as defined
in Code section 1563(a), determined without regard to Code section 1563(a)(4)
and 1563(e)(3)(C), of which a Company is a member according to Code section
414(b);
(b) an unincorporated trade or business that is under common
control with a Company as determined according to Code section 414(c);
(c) a member of an affiliated service group of which a Company
is a member according to Code section 414(m); or
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(d) any entity required to be aggregated according to Code
section 414(o).
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.
1.04. After-Tax Account means that portion of a Member's Account attributable to
his After-Tax Contributions.
1.05 After-Tax Contribution 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 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) the Member's non-deductible
contributions, and (iii) forfeitures, if any, which may be allocated to his
Account during that Limitation Year. Amounts allocated 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 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 is
determined subject to the procedures set forth in Plan section 7.03.
1.10. Base Pay means an Employee's base salary or wage, determined before
any salary-reduction agreement under Code section 401(k) or 125, during the
Payroll Period in which the Employee contributes to the Plan. Base Pay shall
include the "straight-time" portion of regularly scheduled
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 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 five hundred (500) or fewer Hours of
Service.
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 9.04.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
1.6. 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, subsidiary'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(e)(3), 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 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 (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.
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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 contribution
described in Plan section 3.09.
1.23. Earnings means, for purposes of Plan section 1.31, Plan article
VIII, and Appendix A, 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. For Plan Years beginning on or after January 1, 1998,
Earnings include any elective deferral as defined in Code section 402(g)(3),
amounts deferred under a welfare benefit plan (as defined in ERISA section 3(1))
pursuant to Code section 125, and amounts deferred under a Code section 457
plan. 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 section 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 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 independent
contractor or consultant (whether or not such classification ultimately is
determined to be correct as a matter of law), (b) any Leased Employee, (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, unless
such individual is credited with at least 1,000 Hours of Service in his first
twelve (12) months of employment or in any calendar year thereafter, beginning
with the calendar year that contains the first anniversary of the individual's
date of employment, 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
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
definition, "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 year under Code section 402(e)(3) (determined without regard to Code
section 402(g));
(b) any employer contribution to a simplified employee pension
cash or deferred arrangement 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)) or, effective January 1, 1997, a savings incentive match
plan for employees of small employers, as described in Code section 408(p)(2);
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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
1.31. Highly Compensated means
(a) a common law employee of an Affiliate who was at any time
during the Plan Year or the preceding Plan Year a five percent (5%) owner (as
defined in Code section 416(i)(1)); or
(b) a common law employee of an Affiliate who received
Earnings of $80,000 (as adjusted from time to time to reflect changes in the
cost of living in accordance with the Code and applicable regulations) for the
preceding Plan Year and, as elected by the Administrator, was during such
preceding Plan Year among the top twenty percent (20%) of all employees of
Affiliates in compensation.
1.32. 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:
(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;
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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;
(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 five hundred and one (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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
"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.
(l) Despite the preceding, solely for purposes of determining
whether a Break in Service for vesting purposes has occurred during a
computation period, an individual who takes unpaid leave under the Family and
Medical Leave Act on or after August 5, 1993, will receive credit for the Hours
of Service that normally would have been credited to such individual but for
such leave. The total number of Hours of Service that can be credited under this
subsection cannot exceed five hundred and one (501), and such Hours of Service
shall be credited (i) in the computation period in which the absence began if
necessary to prevent the Break in Service in that period, or (ii) in all other
cases, in the following computation period. Any individual who receives credit
for Hours of Service for a Maternity or Paternity Leave of Absence under item
(j) above will not receive credit for those same Hours of Service under this
Plan section.
(m) In calculating a Member's Years of Service for purposes of
determining the nonforfeitability of a Member's Account under the Plan, a Member
shall be deemed to have earned a number of Hours of Service equal to the product
of (i) the number of calendar months (or a fraction thereof) that the Member was
absent from employment with the Company due to Military Leave, and (ii) the
average Hours of Service per month the Member earned during the twelve (12)
month period immediately preceding the Military Leave (or, if shorter, the
period of the Member's employment with the Company immediately preceding the
Military Leave) if the Member's reemployment with the Company is in accordance
with USERRA.
(n) A Member who is reemployed after an absence from
employment due to Military Leave and whose reemployment is in accordance with
USERRA shall be treated as not having incurred a Break in Service as a result of
the Military Leave.
1.33. Information Date means the date that the Member receives the information
required by Plan section 7.03.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 Exhibit II.
1.35. Leased Employee means any person who is not otherwise an Employee and
who, pursuant to an agreement between the Company and any other
person (a "leasing organization"), has performed services for the Company, or
for the Company and related persons (determined in accordance with Code
section 414(n)(6)), on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or
control by the Company, or by the Company and related persons (determined in
accordance with Code section 414(n)(6)).
1.36. Limitation Year means the calendar year.
1.37. Matching Account means that portion of a Member's Account attributable to
Matching Contributions.
1.38. Matching Contribution means the Company's contribution described in Plan
section 3.08 and Plan section 3.11(b).
1.39. Member means an eligible Employee who has enrolled in the Plan and former
Employees who have an undistributed vested Account balance remaining in the
Plan.
1.40. Military Leave means the performance of duty on a voluntary or
involuntary basis in a Uniformed Service under competent authority and
includes active duty, active duty for training, initial active duty for
training, inactive duty training, full-time National Guard duty, a period
for which a person is absent from a position of employment for the purpose
of an examination to determine the fitness of the person to perform such
duty, and any other absence qualifying as "service in the uniformed
services" within the meaning of USERRA. Notwithstanding the foregoing,
Military Leave does not include service in a Uniformed Service that
terminates as a result of separation of the Member from such Uniformed Service
under other than honorable conditions, as set forth in USERRA.
1.41. Normal Retirement Age means age sixty-five (65).
1.42. Payroll Period means the interval of employment for which a Member's
periodic pay checks are normally issued.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
1.43. 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 benefit plans or, for any Employee who is not eligible to
participate in one of the Company's long-term disability benefit plans, the
physical or mental incapacity which qualifies him for disability benefits
under the defined benefit pension plan in which he participates.
1.44. Plan means the Savings Plan For The Employees Of Ethyl Corporation.
1.45. Plan Year means the annual period beginning on January 1st and ending on
the following December 31st.
1.46. Pre-Tax Account means that portion of a Member's Account attributable to
the Company's Pre-Tax Contribution.
1.47. Pre-Tax Contribution means the Company's contribution caused by Members'
Pre-Tax Elections.
1.48. 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.
1.49. 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;
(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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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).
1.50. Required Beginning Date means, until December 31, 1996, April 1 of the
calendar year following the calendar year in which a Member attains age
seventy and one-half (70 1/2). Effective January 1, 1997, Required Beginning
Date means April 1 of the calendar year following the later of (i) the calendar
year in which a Member separates from service, or (ii) the calendar year in
which a Member attains age seventy and one-half (70 1/2). Notwithstanding the
preceding, the Required Beginning Date of a Member who is a five percent (5%)
owner (as defined in Code section 416(i)(1)), of any Affiliate, is April 1
of the calendar year following the calendar year in which such Member attains
age seventy and one-half (70 1/2).
1.51. Restricted 401(k) Employee means, for 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 section 415) to make a
Pre-Tax Election for all or part of the Plan Year and who is a Highly
Compensated Employee.
1.52. Restricted 401(m) Employee means, for purposes of measuring compliance
with Code section 401(m), 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
1.53. Rollover Account means the portion of a Member's Account attributable to
Rollover Contributions.
1.54. Rollover Contribution means amounts transferred to the Plan pursuant to
Plan section 3.10.
1.55. Special Contributions means the Company's Special Contribution pursuant to
Plan section 3.09 on behalf of Non-Highly Compensated Employees as may be
necessary to comply with the nondiscrimination 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.
1.56. Trust Agreement means a Trust Agreement entered into between the Company
and a Trustee in conjunction with the Plan.
1.57. Trust Fund means the assets of the Plan held by the Trustee.
1.58. Trustee means a bank or trust company designated by the Board of
Directors.
1.59. Uniformed Service means the Armed Forces; the Army National Guard and
the Air National Guard when engaged in active duty training, inactive duty
training, or full-time national Guard duty; the commissioned corps of the
Public Health Service; and any other category of persons designated by the
President of the United States in time of war or emergency.
1.60. 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 section
415) to make a Pre-Tax Election for all or part of the Plan Year and who is not
a Highly Compensated Employee.
1.61. Unrestricted 401(m) Employee means, for purposes of measuring compliance
with Code section 401(m), 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.
1.62. USERRA means the Uniformed Services Employment and Reemployment Rights
Act of 1994.
1.63. Valuation Date means any business day of the Plan Year that the United
States financial markets are open.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
1.64. Year of Service means a calendar year in which an Employee completes one
thousand (1,000) or more Hours of Service.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
ARTICLE II
ELIGIBILITY AND MEMBERSHIP
2.01 Eligibility Requirements
(a) Each individual who is a Member of the Plan on December
31, 1997, shall continue to be a Member of the Plan 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) his date of employment as an Employee;
(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; or
(3) January 1, 1998.
2.02 Changes in Employment Status
If an individual who is not an Employee is reclassified as an eligible
Employee, he shall be eligible to become a Member of the Plan on the date that
is the later of
(1) his date of reclassification;
(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; or
(3) January 1, 1998.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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
following his date of enrollment. Once an Employee has become a Member, he shall
remain a Member until his vested Account balance is distributed to him.
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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
ARTICLE III
CONTRIBUTIONS
3.01 After-Tax Contributions
(a) Each eligible Employee may make an initial After-Tax
Election designating a percentage of his Base Pay for each Payroll Period as an
After-Tax Contribution to the Plan. The percentage designated in the 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 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 may be made at a Member's
date of enrollment. 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
(a) An eligible Employee may make 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
of an elective deferral for a Payroll Period. 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 may be made at a Member's date
of enrollment.
(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 following the receipt of the Member's
instructions to change his After-Tax or Pre-Tax Election.
3.05. Voluntary Suspension of After-Tax and Pre-Tax Elections
A Member may suspend his After-Tax or Pre-Tax Election, or both,
effective at the beginning of a Payroll Period following the receipt of the
Member's instructions to suspend his After-Tax or Pre-Tax Election. A Member may
make a new After-Tax or Pre-Tax Election to be effective at the beginning of a
Payroll Period after receipt of the Member's instructions to make a new
After-Tax or Pre-Tax Election.
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;
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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 Contributions 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 allowances in the
table are Excess Pre-Tax Contributions for the Plan Year and shall be
distributed in accordance with Plan section 4.08.
<TABLE>
<CAPTION>
ADP for Unrestricted 401(k) ADP for Restricted 401(k)
Employees as a group is Employees as a group is
<S> <C>
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
1.25 times Unrestricted 401(k)
More than 8% Group's ADP
</TABLE>
For the 1997 Plan Year, the "prior year testing method" (as defined in Internal
Revenue Service Notice 98-1 (1998-3 I.R.B. 42) (Notice 98-1), shall be used to
determine Excess Pre-Tax
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
Contributions. For Plan Year's after December 31, 1997, the Administrator elects
to use the "current year testing method" as defined in Notice 98-1, until
changed by the Administrator in accordance with Notice 98-1.
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) This Plan section is operative only upon announcement by
the Plan Administrator. The Administrator may change the method of determining
the Pre-Tax Contribution limitations that apply to the Plan by comparing current
year data for Restricted 401(k) Employees to prior year data for Unrestricted
401(k) Employees in accordance with section 401(k)(3)(A) of the Code and any
pronouncement by the Secretary of the Treasury, including Notice 98-1. Such
change shall be effective for any Plan Year announced by the Administrator.
(e) 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 Contribution 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.
(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).
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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 Contribution
Subject to the limitations of Plan article VIII, 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 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. Company Discretionary Contributions and Special Contributions
(a) The Company may make an additional Discretionary
Contribution to the Plan for any Plan Year. Discretionary Contributions shall be
allocated in accordance with Plan section 4.05(a) depending on whether they
constitute additional Matching Contributions or other Discretionary
Contributions.
(b) The Company may make a Special Contribution to the Plan
for any Plan Year on behalf of Non-Highly Compensated Employees as may be
necessary to comply with the nondiscrimination provisions of Code sections
401(a)(4), 401(k)(3) and 401(m)(3). Any Special Contribution will be treated as
a Non-Highly Compensated Employee's Pre-Tax Contribution.
3.10. Rollover Contributions
The vested account balance of a Member in a Defined Contribution Plan,
other than the Plan, or a Defined Benefit Plan or an individual retirement
account established pursuant to Code section 408(a) or (b) holding only assets
of a Defined Contribution Plan or Defined Benefit Plan, (a "Qualified Plan") may
be transferred directly to the Member's Rollover Account in the Plan provided
that such contribution satisfies the requirements of Code section 402(c). The
Administrator shall have the authority to verify that a contribution intended to
be a Rollover Contribution is transferred from an Eligible Retirement Plan (as
described in Plan section 7.08(b)), and may in its discretion reject all or any
part of a contribution that the Administrator determines is not an Eligible
Rollover Distribution from a Qualified Plan.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
3.11. Matching and After-Tax Contribution Limitation
(a) 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 and shall be distributed in accordance with Plan
section 4.09.
<TABLE>
<CAPTION>
Contribution Percentage Contribution Percentage
of Unrestricted 401(m) of Restricted 401(m)
Employees as a group is Employees as a group is
<S> <C>
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
</TABLE>
For the 1997 Plan Year, the "prior year testing method", as defined in Internal
Revenue Service Notice 98-1 (1998-3 I.R.B. 42) (Notice 98-1), shall be used to
determine excess Aggregate Contributions for the Plan Year. For Plan years
commencing after December 31, 1997, the Administrator elects to use "current
year testing method" for determining Excess Aggregate Contributions, as defined
in Notice 98-1, until changed by the Administrator in accordance with Notice
98-1.
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.
(b) This Plan section is operative only upon announcement by
the Plan Administrator. The Administrator may change the method of determining
the contribution limitations that apply to the Plan by comparing current year
data for Restricted 401(m) Employees to prior year data for Unrestricted 401(m)
Employees in accordance with section 401(m)(2)(A) of the Code and any
pronouncements by the Secretary of the Treasury, including Notice 98-1. Such
change shall be effective for any Plan Year announced by the Administrator.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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 additional 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 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).
(e) 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 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.
3.12. USERRA Contributions
(a) Restoration Contributions. A Member who is reemployed by
the Company after a period of Military Leave and whose reemployment satisfies
the provisions of USERRA shall be entitled to a Discretionary Company
Contribution equal to the amount the Company would have contributed on behalf of
the Member had the Member not incurred Military Leave. A Member who is
reemployed by the Company after a period of Military Leave, whose reemployment
satisfies the provisions of USERRA, and who elects to make Pre-Tax Restoration
Contributions shall be entitled to a Matching Contribution equal to the amount
the Company would have contributed on behalf of the Member had the Member not
incurred Military Leave and had the Member's Pre-Tax Restoration Contributions
and After-Tax Restoration Contributions actually
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
been made during the period of Military Leave to which such Matching
Contributions relate. Earnings and forfeitures shall not be considered in
determining the Company's obligation under this Plan section.
(b) After-Tax Restoration Contributions. During the Account
Restoration Period, a Member may make After-Tax Restoration Contributions to the
Plan totalling an amount not greater than the After-Tax Contributions the Member
could have made to the Plan had the Member not incurred a period of Military
Leave. After-Tax Restoration Contributions may be in addition to any other
contributions, including After-Tax Contributions, that the Member may make to
the Plan upon his or her return from Military Leave. The determination of
Compensation shall be made in the same manner as described in subsection (c).
(c) Pre-Tax Restoration Contributions. Pre-Tax Restoration
Contributions are contributions made to the Plan by the Company, at the election
of the Member in lieu of cash Compensation and pursuant to a salary reduction
election or other mechanism. A Member's Pre-Tax Restoration Contributions shall
not exceed the amount of Base Pay that the Member could have deferred under the
Plan during his or her Military Leave had the Member remained employed by the
Company during the Military Leave. For purposes of determining the maximum
amount of Pre-Tax Restoration Contributions, a Member shall be treated as having
received Compensation equal to either (i) the Compensation the Member would have
received during the period of Military Leave had the Member not incurred
Military Leave, determined based on the rate of pay the Member would have
received from the Company but for the absence during Military Leave, or (ii) if
the Compensation the Member would have received during the period of Military
Leave is not reasonably certain, the Member's average Compensation during the
twelve (12) month period immediately preceding the Military Leave (or, if
shorter, the period of employment immediately preceding the Military Leave).
(d) Account Restoration. Notwithstanding any provision of the
Plan to the contrary and in addition to any other contributions to the Plan, a
Member may cause Restoration Contributions to be made on his or her behalf only
during the Account Restoration Period.
(e) Account Restoration Period. The duration of a Member's
Account Restoration Period shall equal the lesser of (i) the product of three
and the duration of the Military Leave (measured in fractions of years), and
(ii) five (5) years. The Account Restoration Period commences on the date the
Member becomes reemployed by a Company following Military Leave.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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. Allocation of After-Tax Contributions
A Member's After-Tax Contributions for a Payroll Period shall be
credited to the Member's After-Tax Account balance as soon as practicable
following the end of that Payroll Period.
4.03. Allocation 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 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 balance as soon as
practicable following that Payroll Period.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
4.05. Allocation of Discretionary Contributions and Special Contributions
(a) 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
Unrestricted 401(m) Employees based on their After-Tax 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.
(b) For any Plan Year in which the Company makes a Special
Contribution, such Contribution will be allocated to the Pre-Tax Contribution
Accounts of Unrestricted 401(k) Employees on a pro rata basis according to their
Compensation 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
(a) 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
to that Member's Pre-Tax Account or the amount allocated by that Member as this
Plan's share of his Excess Deferrals.
(b) 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
(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 section
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 subsections (d) and (e) 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) After application of subsection (b), distributions of
Excess Pre-Tax Contributions shall be made to Highly Compensated Employees
pursuant to the following steps:
(1) First, the dollar amount of Excess Pre-Tax
Contributions attributable to each affected Highly Compensated Employee
is determined as follows:
(A) Highly Compensated Employees are listed in order
of descending ADPs, as if on an individual basis.
(B) The dollar amount of Excess Pre-Tax Contributions
attributable to each affected Highly Compensated Employee is
determined by reducing the ADP of the Highly Compensated
Employee with the highest of such percentages to cause the
Employee's ADP to equal the ADP of the Highly Compensated
Employee with the next highest ADP. If a lesser reduction
would cause the total amount reduced
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
under this subparagraph to equal the Excess Pre-Tax
Contribution, only the lesser reduction is made. This
procedure is repeated until the total Excess Pre-Tax
Contribution for the Plan Year is determined in accordance
with the table of Plan section 3.07.
(2) Second, the total of the dollar amounts of the
Excess Pre-Tax Contribution attributable to each Highly
Compensated Employee is determined.
(3) Third, the Pre-Tax Contributions of the Highly
Compensated Employee with the highest dollar amount of Pre-Tax
Contributions are reduced by the amount required to cause that Highly
Compensated Employee's Pre-Tax Contributions to equal the dollar amount
of the Pre-Tax Contributions of the Highly Compensated Employee with
the next highest dollar amount of Pre-Tax Contributions. This amount is
then distributed to the Highly Compensated Employee with the highest
dollar amount. If a lesser reduction when added to the total dollar
amount already distributed under this step, would equal the total
Excess Pre-Tax Contributions, the lesser reduction amount is
distributed.
(4) If the total amount distributed is less than the
total Excess Pre-Tax Contribution, step (3) above is repeated.
(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
distribution. 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) 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(b) Distributions of Excess Aggregate Contributions shall be
made to Highly Compensated Employees pursuant to the following steps:
(1) First, the dollar amount of Excess Aggregate
Contributions for each affected Highly Compensated Employee is
determined as follows:
(A) Highly Compensated Employees are listed
in order of descending Contribution Percentages, as if on an
individual basis.
(B) The dollar amount of Excess Aggregate
Contributions attributable to each affected Highly Compensated
Employee is determined by reducing the Contribution Percentage
of the Highly Compensated Employee with the highest of such
percentages to cause the Employee's Contribution Percentage to
equal the Contribution Percentage of the Highly Compensated
Employee with the next highest Contribution Percentage. If a
lesser reduction would cause the total amount reduced under
this paragraph to equal the total Excess Aggregate
Contributions, only the lesser reduction is made. This
procedure is repeated until the total Excess Aggregate
Contributions for the Plan Year is determined in accordance
with the table of Plan section 3.11.
(2) Second, the total of the dollar amounts of the
Excess Aggregate Contribution attributable to each Highly Compensated
Employee is determined.
(3) Third, the contributions of the Highly
Compensated Employee with the highest dollar amount of Excess Aggregate
Contributions are reduced by the amount required to cause that Highly
Compensated Employee's Contributions to equal the dollar amount of the
Contributions of the Highly Compensated Employee with the next highest
dollar amount of Excess Aggregate Contributions. This amount is then
distributed to the Highly Compensated Employee with the highest dollar
amount. If a lesser reduction when added to the total dollar amount
already distributed under this step, would equal the total Excess
Aggregate Contributions, the lesser reduction amount is distributed.
(4) If the total amount distributed is less than the
total Excess Aggregate Contribution, step (3) above is repeated.
(c) Excess Aggregate Contributions that are distributed in
accordance with subsection (b) 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,
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
gain or loss allocable to Excess Aggregate Contributions for a Plan Year
shall be calculated in accordance with Plan section 6.03.
(d) 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).
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
ARTICLE V
INVESTMENTS
5.01. Effective Date
The provisions of this article are effective as of November 1, 1997.
5.02. Investment Funds
The Trust Fund shall be comprised of the Pooled Investment Funds and
Stock Funds described in Exhibit II. 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 Investment Fund in accordance with the
applicable provisions of Plan section 5.05.
(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 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
5.04. 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 instructions 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
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
recordkeeper 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 Pooled
Investment Funds, 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, or the Albemarle
Stock Fund to an alternate 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
(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 (i)); (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 (i);
(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 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
(i) 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
maintained 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 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.
(j) For purposes of this Plan section 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 Albemarle Stock Fund or the Tredegar Stock
Fund.
5.05. 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 5.04, the amount transferred will be charged against his accounts
invested in that Fund as follows:
(1) For all Investment Funds other than the Ethyl
Stock Fund, the amount transferred shall be taken on a pro rata basis,
as of the applicable Valuation Date, from amounts allocated to all his
Accounts, as applicable.
(2) For the Ethyl Stock Fund, the amount transferred
shall be taken on a pro rata basis, as of the applicable Valuation
Date, from amounts allocated to all Accounts other than the Post-83
Match Account.
(3) A Member may transfer the amounts allocated to
his Post-83 Match Account in the Ethyl Stock Fund only in accordance
with the provisions of Plan section 5.03(c).
(b) In order to complete transfer transactions described in
Plan sections 5.03 and 5.04 and this Plan section, the Trustee shall purchase
and sell, at current market rates, units of participation in the Pooled
Investment Funds and shares of common stock held in the Stock Funds. 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
5.06. Investment of Income
Income collected by the Trustee in the Pooled Investment Funds shall be
reinvested in the fund to which it relates. Dividends on the Stock Funds and
earnings on temporary investments of cash in such Stock Funds shall be
reinvested in the Stock Fund to which they relate.
5.07. 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
common stock allocated to his Account in the Stock Funds 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.
5.08. 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.
(b) Voting rights with respect to common stock in the Stock
Funds shall be exercised as provided in this subsection. When and to the extent
voting rights may be exercised by holders of such common stock, the
Administrator will cause to be mailed to each Member who has a portion of his
Account invested in the applicable specified fund, copies of the same proxy
material as is sent to stockholders of Ethyl Corporation, Albemarle Corporation
or Tredegar Industries, Inc. as applicable, with the request that the Member
give voting instructions to the Trustee with respect to the number of shares of
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 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 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 common stock, the Trustee shall
aggregate like instructions
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
for such fractional shares to the extent possible and vote the aggregated
shares according to the Member's instructions.
(c) Voting rights with respect to the Investment Funds shall
be exercised by the Trustee, as directed by the Committee.
5.09. Tender or Exchange Rights
(a) The limitations of Plan sections 5.03, 5.04 and 5.05 to
the contrary notwithstanding, each Member may, to the extent that his Account is
invested in the Stock Funds 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 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 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 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.
(b) Cash proceeds received in a tender or exchange offer of
Ethyl Corporation common stock, Tredegar Industries, Inc. common stock or
Albemarle Corporation common stock credited to a Member's Account pursuant to
this Plan section shall be invested in the Merrill Lynch Retirement Preservation
Trust or such other Investment Fund announced by the Administrator, until
directed otherwise by the Member. 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.
5.10. 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 on shares of stock included in the
Stock Funds shall be used to purchase additional shares of such stock and
allocated to each Member's Account on the basis of the number of shares of stock
in each Account as of the Valuation Date coincident with the ex-dividend date.
(b) The value of shares of stock in the Stock Funds 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 realized or
unrealized losses which may have been sustained with respect to the Pooled
Investment Funds 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 Stock Funds shall be allocated to each Member's account in such Funds based
on the average purchase price paid by the Trustee for such shares.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(b) Shares acquired by dividends, stock splits or other such
divisions shall be allocated to the Member's Account on the basis 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
ARTICLE VII
VESTING AND DISTRIBUTIONS
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. Subject to Plan section 7.03, 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 distribution. Notwithstanding the foregoing, a distribution under this
Plan section shall not be made if restricted by Plan section 7.07.
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. Subject to Plan section 7.03, 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.
(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).
(c) Matching and Discretionary Accounts become vested
according to the following table:
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
<TABLE>
<CAPTION>
Completed Vested Percentage
Years of Service of Accounts
<S> <C>
Less than 3 0%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
A Member shall also be fully vested in his Matching and Discretionary Accounts
upon attainment of 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 determining 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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
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 Matching Contributions due under Plan section 3.08.
7.03. Timing of Distributions
(a) If, as of the applicable Valuation Date until December 31,
1997, 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), the
Member must consent to receive a distribution under section 7.01 or 7.02 in
accordance with the procedures set forth below. Effective January 1, 1998,
$3,500 is replaced with $5,000 in the preceding sentence for Members who
terminate on or after January 1, 1998, or for former Members whose vested
Account did not exceed $5,000 on January 1, 1998.
(1) Except as provided in the following sentences, a
Member's Annuity Starting Date is a date that is at least thirty (30)
days but not more than ninety (90) days after his Information Date. A
Member may affirmatively elect to waive the minimum thirty (30) day
period, provided that he receives adequate information describing his
right to a thirty (30) day election period and may revoke such
affirmative election until his Annuity Starting Date.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(2) On his Information Date, a Member shall be given
a written notice (by first class mail or personal delivery), which
describes the following: (i) the form of benefit payment under Plan
section 7.04; (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 elect a particular distribution
option. After receipt of the notice required by this subsection, the
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.
(3) If, after his Information Date, the terminated
Member does not consent to receive a distribution pursuant to Plan
section 7.04, the distribution of his Account will be postponed until
the date on which the Account is no longer immediately distributable. A
Member's Account is immediately distributable prior to the earlier of
(i) the Member's 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 on a proportionate basis.
(4) Elections under Plan section 7.04 shall be made
during the ninety (90) day period ending on the later of the Member's
Annuity Starting Date or the date he receives the information described
in subsection (a)(2), and shall take effect as of the Member's Annuity
Starting Date. After the Annuity Starting Date, no further elections,
changes in elections, or revocations of elections are permitted.
(b) Effective January 1, 1997 and subject to the procedures
set forth in this section 7.03, a Member who is employed by the Company on the
April 1 following the calendar year in which the Member attains age seventy and
one-half (70 1/2) may elect, in accordance with procedures established by the
Administrator, to receive a distribution of his entire Account on such date or
postpone distribution until his Required Beginning Date.
7.04. Form of Distribution
Except as may otherwise be provided in Plan sections 7.06 and 7.07,
payments from the Plan shall be in cash; provided, however, that a Member,
Beneficiary or Alternate Payee may, to the extent possible, designate all or
part of any distribution from the Stock Funds to be paid in whole shares of
stock.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
7.05. 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 by withdrawal or plan loan
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 at the beginning of such
period.
(c) 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
subsection. 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.
(d) Payments made on behalf of the Alternate Payee shall be
made in accordance with Plan section 7.04.
(e) 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(f) If the Alternate Payee dies before receiving his interest
in accordance with subsection (c), 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 the date specified in
the order.
(g) 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 subsection (c) 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 specified in the order.
7.06. Withdrawals
A Member may elect to withdraw cash amounts or shares of stock from his
After-Tax Account, his Rollover Account and his Pre-Tax Account as provided
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. Amounts allocated to a Member's
Matching and Discretionary Accounts may not be withdrawn. Amounts reclassified
under Plan section 4.08(b) may be withdrawn only pursuant to subsection (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 similarly situated Members.
(a) After-Tax Account Withdrawals
(1) Partial withdrawals. 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 reclassified under Plan
section 4.08(b)) as of the last Valuation Date of the immediately
preceding Plan Year, determined as follows;
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(A) with respect to amounts invested in the
Investment Funds, the Member shall specify the dollar amount
to be withdrawn, and
(B) with respect to amounts invested in the
Stock Funds, the Member shall specify the number of shares of
stock to be withdrawn or sold.
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 Stock Funds, 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.
(2) Total withdrawals. If a Member elects to withdraw
an amount in excess of that available under paragraph (1), he must
withdraw completely the net proceeds in his After-Tax Account
determined as follows:
(A) with respect to amounts invested in the
Investment Funds, the total cash amount allocated to the
Member's Account; plus
(B) with respect to amounts invested in the
Stock Funds, 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.
(3) Basis recovery. 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). A Member may make one such withdrawal each calendar
month. Withdrawals shall be in cash except the Member may elect to
withdraw whole shares of stock, to the extent possible, from the Stock
Funds, as specified.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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
current value 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 Stock Funds, 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
Stock Funds, 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) costs directly related to the purchase
(excluding mortgage payments) of a principal residence of the
Member;
(C) payment of tuition, related educational
fees and room and board for the next twelve (12) months of
post-secondary education for the Member, his spouse, children
or dependents;
(D) payments necessary to prevent the
eviction of the Member from his principal residence or
foreclosure on the mortgage of the Member's principal
residence; or
(E) additional events as approved by the
Secretary of the Treasury in regulations.
(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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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 section 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 subparagraph
(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 Investment Funds, the Administrator shall specify the
dollar amount to be withdrawn; and
(B) with respect to such amounts invested in
the Stock Funds, 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.
(c) Rollover Account Withdrawals. A Member may withdraw all or
any part of his Rollover Account. Withdrawals shall be in cash except that the
Member may elect to withdraw whole shares of stock, to the extent possible, from
the Stock Funds, 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 Stock Funds, as applicable, and such excess shall be added to
the Member's Account in the
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
appropriate Investment Fund pro rata on the basis of the value of the shares of
stock withdrawn or sold.
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), 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(b)(2);
(e) the Member has attained age fifty-nine and one-half (59
1/2);
(f) the Plan terminates without the establishment or
maintenance of another defined Contribution Plan (other than an employee stock
ownership plan) or a plan as described 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 subsection (f),
(g) or (h) unless distribution would be a lump sum distribution under Code
section 402(d)(4), without regard to clauses (i), (ii), (iii), and (iv) of
paragraph (A), (B), or (F) thereof and, with respect to paragraphs (g) and (h),
the transferor corporation continues to maintain the Plan after the disposition.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 Distribution
to the surviving spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
(3) Direct Rollover means a payment by the Plan to
the Eligible Retirement Plan specified by the Distributee.
(4) Distributee means an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse and
the Employee's or former
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
(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).
(d) The Administrator shall provide to each Member who is
entitled to make an Eligible Rollover Distribution a notice that describes the
Plan's default distribution procedure in the event the Member fails to make a
rollover election and that satisfies Code section 402(f) at least thirty (30)
but not more than ninety (90) days before the Member's Annuity Starting Date. A
Member may affirmatively elect to waive the minimum thirty (30) day period,
provided that he receives adequate information describing his right to a thirty
(30) day election period. In the event that a Member fails to make an
affirmative election under this Plan section within thirty (30) days of
receiving the notice required by this subsection, the Member shall be deemed to
have elected not to have any portion of his Eligible Rollover Distribution paid
in a Direct Rollover and he shall receive an immediate distribution of the
vested portion of his Account.
7.09. Loans
(a) Effective November 1, 1997, a Member who has become
entitled to a benefit under the Plan may request a loan from the Trust Fund in
accordance with the rules and procedures set forth in this section.
(1) Loans shall be made available to all active
Members on a reasonably equivalent basis.
(2) Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made
available to other Members.
(3) Loans shall bear a reasonable rate of interest.
The interest rate shall be determined by the Administrator based on a
rate of return commensurate with the prevailing interest rate charged
on similar commercial loans by persons in the business of lending
money.
(4) Loans shall be adequately secured with assets of
the Member's Account.
(5) Loans shall be available only from a Member's
After-Tax, Pre-Tax and Rollover Accounts.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(b) Any loan to a Member, when added to the outstanding
balance of all other loans from the Plan to such Member, shall not exceed the
lesser of:
(1) $50,000, reduced by the excess (if any) of the
highest outstanding balance of loans from the Plan during the one year
period ending on the day before the loan is made, over the outstanding
balance of loans from the Plan on the date the loan is made,
(2) fifty percent (50%) of the then nonforfeitable
portion of the Member's Account, valued as of the Valuation Date
coincident with or immediately preceding approval of the loan request,
or
(3) the total combined value of the Member's
After-Tax, Pre-Tax and Rollover Accounts, valued as of the Valuation
Date coincident with or immediately preceding approval of the loan
request.
An assignment or pledge of any portion of the Member's interest in the Plan will
be treated as a loan under this Plan section.
(c) No loan shall be made to a Member for an amount less than
$1,000. No loan shall be made to a Member who has an outstanding loan balance
under this Plan. Any loan to a Member shall be required to be repaid through
payroll deductions.
(d) Any loan to a Member, by its terms, shall require that
repayment (principal and interest) be amortized in level payments, made not less
frequently than quarterly, over a period not to exceed five years.
(e) A Member's loan shall be evidenced by such documents
required to establish the loan and assign the applicable portion of his interest
in the Plan as security for the loan.
(f) A Member's loan shall be in default if any loan payment is
not made before the last day of the calendar quarter following the calendar
quarter in which the loan payment was due. In the event of default, the
Administrator shall reduce the Member's vested Account balance by the remaining
principal and interest on his or her loan. However, the Administrator shall not
be required to commence such action immediately upon default. The Administrator
may delay the enforcement of the security interest until a distributable event
occurs, provided that such delay will not cause the loss of principal or
interest to the Plan.
(g) A Member's loan shall immediately become due and payable
if such Member terminates employment for any reason. If such Member terminates
employment, the Administrator shall immediately request payment of principal and
interest on the loan. If the Member refuses
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
payment following termination, the Administrator shall reduce the Member's
vested Account balance by the remaining principal and interest on his or her
loan. If a Member's vested Account balance is less than the amount due, the
Administrator shall take whatever steps are necessary to collect the balance
due directly from the Member.
(h) To the extent it is consistent with other provisions of
the Plan, all loans made under this Plan section are considered directed
investments of the borrowing Member's Account. As such, all repayments of
principal and interest made by the Member shall be credited only to the Member's
Account.
(i) The Administrator may adopt and announce additional loan
rules not inconsistent with the provisions of this Plan section.
7.10. 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.
7.11. 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 I.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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; or
(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. 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. 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).
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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) This Plan section does not apply to Limitation Years
beginning on and after January 1, 2000.
(b) 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.
(c) 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(B) the denominator of which is the lesser
of
(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 section 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 (d) does not exceed 1.0 for
that year.
(d) 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:
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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
(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.
(e) 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).
(f) 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. 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. 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.
(g) If the sum of any Member's Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction, after the application of Plan section
8.01, 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 establish rules and procedures to
be followed by Members and Beneficiaries in applying for benefits 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
9.03. Trustee
The Board of Directors of Ethyl Corporation shall have the power to
appoint one or more Trustees, to remove a Trustee at its discretion upon sixty
(60) days' written notice unless a shorter period is agreed to, to appoint a
successor to any Trustee who has resigned, has been removed, or has ceased to
serve for any other reason, and to appoint a co-Trustee with the consent of the
Trustee then serving. The Trustee may resign at any time upon sixty (60) days'
written notice to the Company unless a shorter period is agreed to. The
appointment of any Trustee or co-Trustee shall become effective upon the
Trustee's or co-Trustee's acceptance of the appointment in writing. Each Trustee
shall hold and invest the assets of the Plan under a Trust established pursuant
to a Trust Agreement between the Company and the Trustee. Each Trustee shall
further carry out all duties assigned to it by the Plan or the applicable Trust
Agreement. The Company shall promptly notify any insurance company from which
policies or contracts have been purchased of any change in the Trustee.
9.04. Employee Savings Plan Committee
(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 administration 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,
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 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.
9.05. 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 submission 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:
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 Committee review
the denial;
(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.
9.06. Administrative Costs
Except as provided in Plan section 5.04, all administrative costs of
the Plan shall be paid by the Company, except to the extent that the
Administrator directs the Trustee to pay such expenses. Trustee's fees and
charges also shall be paid from the Trust Fund, except to the extent that the
Company elects and is permitted to pay such expenses in accordance with the
terms of the Trust Agreements.
9.07. 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,
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
9.08. Fiduciary Discretion
In discharging the duties assigned to it under the Plan, each
fiduciary, as defined in ERISA section 3(21), has the discretion to interpret
the Plan; adopt, amend and rescind rules and regulations pertaining to its
duties under the Plan; and to make all other determinations necessary or
advisable for the discharge of its duties under the Plan. Subject to Plan
section 9.04, each such fiduciary'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 a fiduciary with respect to any duty assigned to it under the Plan must
not be construed as limiting any power or authority of the fiduciary to
discharge its duties. A fiduciary's decision is final and conclusive unless it
is established that the fiduciary's decision constituted an abuse of its
discretion.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 or
any executive committee of the Board 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 or
any executive committee of the Board 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 or any executive
committee of the Board 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). 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 7.01
and 8.01, 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 7.02 and 8.01, 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
12.04. Non-Alienation of Benefits
(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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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. This Plan section does not entitle a
Member to a benefit under the Plan. If there is a conflict between any other
Plan provisions and this Plan section, then the requirements of this Plan
section control.
(b) All distributions required under Article VII shall be
determined and made in accordance with Code section 401(a)(9) and regulations
promulgated thereunder, including the minimum distribution incidental death
benefit rules of Proposed Treasury Regulation section 1.401(a)(9)-2.
(c) The entire interest of a Member under the Plan must be or
must begin to be distributed not later than his Required Beginning Date.
(d) 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 (5) years after his death.
(e) A distribution required by subsection (b) or (c) will be
made pursuant to the provisions of Plan section 7.01.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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)
and 401(a)(17), 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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 7 day of May, 1998.
ETHYL CORPORATION
By: /s/J. Robert Mooney
-------------------
J. Robert Mooney
Senior Vice President and
Chief Financial Officer
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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
the Plan Year to which those sections are being applied.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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.
(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
Code 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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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.
(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
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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. ss. 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 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).
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
5. 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 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 section 416(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 (3%) 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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 Revenue Ruling 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 416(c)(1).
(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.
6. 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%).
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
(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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
EXHIBIT I
SPECIAL PROVISIONS APPLICABLE TO
CERTAIN FORMER AMOCO EMPLOYEES
A. Applicability and Scope
(1) The provisions of this Exhibit I apply in addition to the
other terms of the Plan, of which this Exhibit I is a part.
Any situation not addressed by the provisions of this Exhibit
I are controlled by the general terms of the Plan.
(2) The provisions of this Exhibit I 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 I apply only with respect
to the Amoco Amount.
B. Definitions
For purposes of this Exhibit I, any term defined below will have the
indicated meaning. Any term used in this Exhibit I 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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), 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 fifty (50) and completing fifteen (15)
years of service with the Company (including service with
Amoco), each Affected Member shall have the right to receive
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
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
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) Each Affected Member shall receive credit for service
recognized for the applicable purpose under the Amoco Plan
through June 26, 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.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
SCHEDULE A TO EXHIBIT I
THE AMOCO AMOUNT*
<TABLE>
<CAPTION>
==================== ============= ================ =============== ================ =============== ================ =============
Amoco
After-Tax After-Tax Contributions
Unmatched Matchable Amoco Interest on Attributable to
Employee Employee Matching Rollover Pre-tax
Employee SS# Contributions1/ Contributions2/ Contributions3/ Amounts Elections4/ Totals5/
==================== ============= ================ =============== ================ =============== ================ =============
<S> <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 I.
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 provisons of Plan
section 5.05.
<PAGE>
Savings Plan For The Employees
Of Ethyl Corporation
As Amended and Restated Effective January 1, 1998
EXHIBIT II
INVESTMENT FUNDS
The following Investment Funds are available under the Plan as of
November 1, 1997 (or as of the date thereafter that the Trustee's transition
("black-out") period has expired.
Pooled Investment Funds:
Merrill Lynch Retirement Preservation Trust
PIMCO Total Return Fund Class A
Merrill Lynch Capital Fund Class A
Merrill Lynch Equity Index Trust 1
Davis New York Venture Fund Class A
Merrill Lynch Growth Fund Class A
Franklin Small Cap Growth Fund
Ivy International Fund Class A
Stock Funds:
Ethyl Corporation Common Stock
Albemarle Corporation Common Stock
Tredegar Industries, Inc. Common Stock
SAVINGS PLAN FOR THE EMPLOYEES OF
ETHYL CORPORATION
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998
AMENDMENT #1
FIRST: Article I is amended, effective September 1, 1998, to revise
the following definitions to read as follows:
1.05. After-Tax Contribution means the contribution a Member may make
to the Plan pursuant to the terms of Plan section 3.01. A Member's
After-Tax Contributions can consist of (i) Regular After-Tax
Contributions, which can be made by any eligible Employee, and which
result in a Matching Contribution and (ii) Additional After-Tax
Contributions, which can be made only by non-Highly Compensated Members
(except in the case of individuals described in Plan section 3.01(a))
and which do not result in a Matching Contribution.
1.47. Pre-Tax Contribution means the Company's contribution caused by a
Member's Pre-Tax Election pursuant to the terms of Plan section 3.03.
Pre-Tax Contributions can consist of (i) Regular Pre-Tax Contributions,
which can be elected by any eligible Employee and which result in a
Matching Contribution and (ii) Additional Pre-Tax Contributions, which
can be elected only by non-Highly Compensated Members (except in the
case of individuals described in Plan section 3.03(a)) and which do not
result in a Matching Contribution.
SECOND: Article III is amended, effective September 1, 1998, to
revise Plan section 3.01(a) to read as follows:
(a) Each eligible Employee may make an initial After-Tax
Election designating a percentage of his Base Pay for each Payroll
Period as a Regular After-Tax Contribution or, to the extent that such
eligible Employee is a non-Highly Compensated Member, as an Additional
After-Tax Contribution. The percentage designated in the After-Tax
Election may range from a minimum of one percent (1%) to a maximum of
fifteen percent (15%), determined in even multiples of one percent
(1%); provided, however, that (i) the elected percentage for a Payroll
Period for a Regular After-Tax Contribution cannot exceed ten percent
(10%) of his Base Pay for a Payroll Period, (ii) for those Employees
not eligible to make Additional After-Tax Contributions, the elected
percentage for a Payroll Period for a Regular After-Tax Contribution,
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, and (iii) for those
Employees eligible to make Additional After-Tax Contributions, the
elected percentage for a Payroll Period for both a Regular After-Tax
Contribution and an Additional After-Tax Contribution, when added to
his Pre-Tax Election percentage in effect under Plan section 3.03 for
that same Payroll Period cannot exceed fifteen percent (15%) of his
Base Pay for that Payroll Period. If a non-Highly Compensated Member
elects to make an Additional After-Tax Contribution for a Plan Year and
is later determined to be Highly Compensated for the current Plan Year
based on completion of compensation data for the prior Plan Year, the
Administrator has the authority to suspend such Member's Additional
After-Tax Contributions for the remainder of the Plan Year in order to
avoid violation of the nondiscrimination provisions of Code section
401(m)(3) described in Plan section 3.11.
THIRD: Article III is amended further, effective September 1, 1998,
to revise Plan section 3.03(a) to read as follows:
(a) An eligible Employee may make an initial Pre-Tax Election
designating a percentage of his unpaid Base Pay to be made as a Regular
Pre-Tax Contribution or, to the extent that such eligible Employee is a
non-Highly Compensated Member, as an Additional Pre-Tax Contribution by
way of an elective deferral for a Payroll Period. The percentage
designated in the Pre-Tax Election may range from a minimum of one
percent (1%) to a maximum of fifteen percent (15%), determined in even
multiples of one percent (1%); provided, however, that (i) the elected
percentage for a Payroll Period for a Regular Pre-Tax Contribution
cannot exceed ten percent (10%), (ii) for those Employees not eligible
to make Additional Pre-Tax Contributions, the elected percentage for a
Payroll Period for a Regular Pre-Tax Contribution, when added to his
After-Tax Election percentage in effect under Plan section 3.01 for
that same Payroll Period, cannot exceed ten percent (10%) of his Base
Pay for that Payroll Period, and (iii) for those Employees eligible to
make Additional Pre-Tax Contributions, the elected percentage for a
Payroll Period for both a Regular Pre-Tax Contribution and an
Additional Pre-Tax Contribution, when added to his After-Tax
Contribution percentage, in effect under Plan section 3.01 for that
same Payroll Period, cannot exceed fifteen percent (15%) of his Base
Pay for that Payroll Period. If a non-Highly Compensated Member elects
to make an Additional Pre-Tax Contribution for a Plan Year and is later
determined to be Highly Compensated for the current Plan Year based on
completion of compensation data for the prior Plan Year, the
Administrator has the authority to suspend such Member's Additional
Pre-Tax Contributions for the remainder of the Plan Year in order to
avoid violation of the nondiscrimination provisions of Code section
401(k)(3) described in Plan section 3.07.
FOURTH: Article III is amended further, effective September 1,
1998, to add the following sentence to the end of Plan section 3.08:
The Company shall not make a Matching Contribution based on non-Highly
Compensated Members' Additional After-Tax Contributions or Additional
Pre-Tax Contributions.
FIFTH: Article IV is amended, effective September 1, 1998, to revise
the first sentence of Plan section 4.05(a) to read as follows:
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 Accounts of Unrestricted
410(m) Employees based on their Regular After-Tax Contributions or
Regular Pre-Tax Contribution allocations for that Plan Year.
As evidence of its adoption of this Amendment No. 1, Ethyl Corporation
has caused this instrument to be executed by a duly authorized officer on this
______ day of June, 1998.
ETHYL CORPORATION
By:
-------------------------------
Robert J. Mooney
TRUST AGREEMENT
between
MERRILL LYNCH TRUST COMPANY OF AMERICA, as the Trustee
and
ETHYL CORPORATION, as the Employer
Trust Agreement entered into as of October 15, 1997 by and between the
above-named employer (the "Employer") and Merrill Lynch Trust Company of
America, an Illinois corporation (the "Trustee"), with respect to a trust
("Trust") forming part of the Savings Plan for the Employees of Ethyl
Corporation (the "Plan").
The Employer and the Trustee hereby agree as follows:
ARTICLE I
STATUS OF TRUST AND APPOINTMENT
AND ACCEPTANCE OF TRUSTEE
1.01. Status of Trust
The Trust is intended to be a qualified trust under section 401(a) of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"),
and exempt from taxation pursuant to section 501(a) of the Code.
1.02. Appointment of Trustee
The Employer represents that all necessary action has been taken for
the appointment of the Trustee as trustee of the Trust and that the Trust
Agreement constitutes a legal, valid and binding obligation of the Employer.
1.03. Acceptance of Appointment
The Trustee accepts its appointment as trustee of the Trust.
1.04. Title of Trust
The Trust shall be known as the Savings Plan for the Employees of Ethyl
Corporation Trust.
1.05. Effectiveness
This Trust Agreement shall not become effective until executed and
delivered by both the Employer and the Trustee.
ARTICLE II
ADMINISTRATIVE AND INVESTMENT FIDUCIARIES
2.01. Named Administrative and Investment Fiduciaries
For purposes of this Trust Agreement, the term "Named Administrative
Fiduciary" refers to the person named or provided for in the Plan as responsible
for the administration and operation of the Plan, and the term "Named Investment
Fiduciary" refers to the person provided for in the Plan as responsible for the
investment and management of Plan assets to the extent provided for in this
Trust Agreement. The Named Administrative Fiduciary and the Named Investment
Fiduciary may be the same person. If any such person is not named or provided
for in the Plan, or if so named or provided for, is not then serving, the
Employer shall be the Named Administrative Fiduciary or the Named Investment
Fiduciary or both, as the case may be.
2.02. Identification of Named Fiduciaries and Designees
The Named Administrative Fiduciary and the Named Investment Fiduciary
under the Plan shall each be identified to the Trustee in writing by the
Employer, and specimen signatures of each, or of each member thereof, as
appropriate, shall be provided to the Trustee by the Employer. The Employer
shall promptly give written notice to the Trustee of a change in the identity
either of the Named Administrative Fiduciary or the Named Investment Fiduciary,
or any member thereof, as appropriate, receipt of which shall be promptly
confirmed in writing by the Trustee, and until such notice is received by the
Trustee, the Trustee shall be fully protected in assuming that the identity of
the Named Administrative Fiduciary or Named Investment Fiduciary, and the
members thereof, as appropriate, is unchanged. Each person authorized in
accordance with the Plan to give a direction to the Trustee on behalf of the
Named Administrative Fiduciary or the Named Investment Fiduciary shall be
identified to the Trustee by written notice from the Employer or the Named
Administrative Fiduciary or the Named Investment Fiduciary, as the case may be,
receipt of which shall be promptly confirmed in writing by the Trustee, and such
notice shall contain a specimen of the signature. The Trustee shall be entitled
to rely upon each such written notice as evidence of the identity and authority
of the persons appointed until a written cancellation of the appointment, or the
written appointment of a successor, is received by the Trustee from the
Employer, the Named Administrative Fiduciary or the Named Investment Fiduciary,
as the case may be.
ARTICLE III
RECEIPTS AND TRUST FUND
3.01. Receipt by Trustee
The Trustee shall receive in cash or other assets acceptable to the
Trustee all contributions paid or delivered to it which are allocable under the
Plan and to the Trust and all transfers paid or delivered under the Plan to the
Trust from a predecessor trustee or another trust (including a trust forming
part of another plan qualified under section 401(a) of the Code), provided that
the Trustee shall not be obligated to receive any such contribution or transfer
unless prior thereto or coincident therewith, as the Trustee may specify, the
Trustee has received such reconciliation, allocation, investment or other
information concerning, or such direction, instruction or representation with
respect to, the contribution or transfer or the source thereof as the Trustee
may require. The Trustee shall have no duty or authority to (a) require any
contributions or transfers to be made under the Plan or to the Trustee, (b)
compute any amount to be contributed or transferred under the Plan to the
Trustee, or (c) determine whether amounts received by the Trustee comply with
the Plan.
3.02. Trust Fund
For purposes of this Trust Agreement, the "Trust Fund" consists of all
money and other property received by the Trustee pursuant to Section 3.01
hereof, increased by any income or gains on or increment in such assets and
decreased by any investment loss or expense, benefit or disbursement paid
pursuant to this Trust Agreement. The Trustee shall hold the Trust Fund, without
distinction between principal and income, as a nondiscretionary trustee pursuant
to the terms of this Trust Agreement. Assets of the Trust may, in the Trustee's
discretion, be held in an account maintained with an affiliate of the Trustee.
3.03. Additional Trust Fund
Notwithstanding any other provision of this Trust Agreement, to the
extent that assets of the Plan are held in trust by a trustee other than the
Trustee (such other trustee to be referred to as a "Second Trustee"), the
Employer shall have created two trust funds under the Plan. The appointment of a
Second Trustee shall be deemed a representation by the Employer that the Plan
contains all appropriate provisions relating to the Second Trustee. The Trustee
(i) shall discharge its duties and responsibilities hereunder solely with
respect to those assets delivered into its possession, (ii) shall have no
duties, responsibilities or obligations with respect to assets held in trust by
the Second Trustee unless and until such assets are delivered to the Trustee and
(iii) except as otherwise required under the Employee Retirement Income Security
Act of 1974, as amended from time to time ("ERISA"), shall have no liability or
responsibility for the acts or omissions of the Second Trustee. To the extent
that assets of the Plan are held in trust by multiple trustees other than the
Trustee, the foregoing shall apply to each such other trustee.
ARTICLE IV
PAYMENTS, ADMINISTRATIVE DIRECTIONS AND EXPENSES
4.01. Payments by Trustee
Payments of money or property from the Trust Fund shall be made by the
Trustee upon direction from the Named Administrative Fiduciary or its designee.
Payments by the Trustee shall be transmitted to the Named Administrative
Fiduciary or its designee for delivery to the proper payees or to payee
addresses supplied by the Named Administrative Fiduciary or its designee, and
the Trustee's obligation to make such payments shall be satisfied upon such
transmittal. The Trustee shall have no obligation to determine the identity of
persons entitled to payments under the Plan or their addresses.
4.02. Named Administrative Fiduciary's Directions
Directions from or on behalf of the Named Administrative Fiduciary or
its designee shall be communicated to the Trustee or the Trustee's designee only
in a manner and in accordance with procedures acceptable to the Trustee and
agreed to by the Named Administrative Fiduciary. The Trustee's designee shall
not, however, be empowered to implement any such directions except in accordance
with procedures acceptable to the Trustee and agreed to by the Named
Administrative Fiduciary. The Trustee shall have no liability for properly
following any such directions or failing to act in the absence of any such
directions. The Trustee shall have no liability for the acts or omissions of any
person making or failing to make any direction under the Plan or this Trust
Agreement nor any duty or obligation to review any such direction, act or
omission.
4.03. Disputed Payments
If a dispute arises over the propriety of the Trustee making any
payment from the Trust Fund, the Trustee may withhold the payment until the
dispute has been resolved by a court of competent jurisdiction or settled by the
parties to the dispute. The Trustee may consult legal counsel.
4.04. Trustee's Compensation and Expenses
If the Employer so elects in a manner satisfactory to the Trustee, the
Employer shall (a) pay the Trustee compensation for its services under this
Trust Agreement in accordance with the Trustee's fee schedule in effect and
applicable at the time such compensation becomes payable, and (b) pay or
reimburse the Trustee for all reasonable administrative expenses incurred by the
Trustee in connection with or relating to the performance of its duties under
this Trust Agreement or its status as Trustee, including, subject to prior
approval by the Named Administrative Fiduciary, reasonable attorneys' fees
provided, however, that the Trustee shall not be entitled to payment if the
expense was attributable to the Trustee's negligence or bad faith. If the
Employer does not so elect, such compensation and expenses shall be charged
against and withdrawn from the Trust Fund as provided below.
Until paid by the Employer or charged against and withdrawn from the
Trust Fund, as the case may be, the Trustee's compensation and expenses shall be
a lien upon the Trust Fund. The Trustee is authorized to charge the Trust Fund
for and withdraw from the Trust Fund, without direction from the Named
Administrative Fiduciary or any other person, the amount of any such reasonable
fees or reasonable administrative expenses which the Employer has not elected to
pay and the amount of any such reasonable fees or reasonable administrative
expenses which the Employer has so elected to pay but which remain unpaid for a
period of 90 days after presentation of a statement for such amount to the
Employer except in the case of any fees or expenses which are subject to a
dispute between the Trustee and the Named Administrative Fiduciary or which
represent extraordinary fees or expenses. Trust Fund assets shall be applied to
pay such fees and expenses in the following priority by asset category to the
extent thereof held at the time of withdrawal in the Trust Fund subfund or
account to which the fee or expense is allocated: (i) uninvested cash balances;
(ii) shares of any money market fund or funds held in the Trust Fund; and (iii)
any other Trust Fund assets. The Trustee is authorized to allocate its fees and
expenses among these subfunds or accounts to which the fees or expenses pertain
in such manner as the Trustee deems appropriate under the circumstances unless
prior to such allocation the Employer or the Named Administrative Fiduciary
specifies the manner in which the allocation is to be made. The Trustee is also
authorized but not required to sell any shares or other assets referred to above
to the extent necessary for the purpose.
By signing this Trust Agreement, the Employer authorizes the Trustee
and/or its affiliates to receive payments from certain mutual funds (and/or
collective trusts) for which no affiliate of the Trustee acts as investment
manager or adviser (or from the principal distributors and/or advisors of those
funds or trusts), in connection with the performance of reasonable and necessary
services (including recordkeeping, subaccounting, account maintenance,
administrative and other shareholder services). Because different mutual funds
(or collective trusts) may be subject to different fee arrangements, the
Employer should contact the Trustee or its designee to obtain further details on
any specific fee arrangements that may be applicable to investments under the
Plan. The Trustee agrees to provide the Employer with sufficient information to
permit the Employer to determine the approximate amount of the payments received
by the Trustee and/or its affiliates attributable to the Plan's investment in
such mutual funds (or collective trusts).
4.05. Taxes
The Trustee is authorized, with or without direction from the Named
Administrative Fiduciary or any other person, to withdraw from the Trust Fund
and pay any federal, state or local taxes, charges or assessments of any kind
levied or assessed against the Trust or assets thereof. Until paid, such taxes
shall be a lien against the Trust Fund. The Trustee shall give notice to the
Named Administrative Fiduciary of its receipt of a demand for any such taxes,
charges or assessments. The Trustee shall not be personally liable for any such
taxes, charges or assessments.
4.06. Expenses of Administration
Expenses incurred by the Employer, the Named Administrative Fiduciary,
the Named Investment Fiduciary, any Investment Manager designated pursuant to
Section 5.02 or any other persons designated to act on behalf of the Employer,
the Named Administrative Fiduciary or the Named Investment Fiduciary, including
reimbursement for expenses incurred in the performance of their respective
duties, shall be the obligation of the Employer or other person specified in the
Plan. Such expenses, however, may be paid from the Trust Fund upon the written
direction to the Trustee of the Named Administrative Fiduciary.
4.07. Restriction on Alienation
Except as provided in Section 4.08 or under section 401(a)(13) of the
Code, the interest of any Plan participant or beneficiary in the Trust Fund
shall not be subject to the claims of such person's creditors and may not be
assigned, sold, transferred, alienated or encumbered. Any attempt to do so shall
be void; and the Trustee shall disregard any attempt. Trust assets shall not in
any manner be liable for or subject to debts, contracts, liabilities, engagement
or torts of any Plan participant or beneficiary, and benefits shall not be
considered an asset of any such a person in the event of the person's insolvency
or bankruptcy.
4.08. Payment on Court Order
The Trustee is authorized to make any payments directed by court order
in any action in which the Trustee is a party or pursuant to a "qualified
domestic relations order" under section 414(p) of the Code; provided that the
Trustee shall not make such payment if the Trustee is indemnified and held
harmless by the Employer in a manner satisfactory to the Trustee against all
consequences of such failure to pay. The Trustee is not obligated to defend
actions in which the Trustee is named but shall notify the Employer or Named
Administrative Fiduciary of any such action and may tender defense of the action
to the Employer, the Named Administrative Fiduciary or the participant or
beneficiary whose interest is affected. The Trustee may in its discretion defend
any action in which the Trustee is named and, subject to the prior approval of
the Named Administrative Fiduciary, any expenses, including reasonable
attorneys' fees, incurred by the Trustee in that connection shall be paid or
reimbursed in accordance with Section 4.04 hereof.
ARTICLE V
INVESTMENTS
5.01. Investment Management
The Named Investment Fiduciary shall manage the investment of the Trust
Fund except insofar as (a) a person (an "Investment Manager") who meets the
requirements of section 3(38) of ERISA has authority to manage Trust assets as
referred to in Section 5.02 hereof or (b) the Plan provides for participant or
beneficiary direction of the investment of assets allocable under the Plan to
the accounts of such participants and beneficiaries. In the latter situation, a
list of the participants and beneficiaries and such information concerning them
as the Trustee may specify shall be provided by the Employer or the Named
Administrative Fiduciary to the Trustee and/or such person(s) as are necessary
for the implementation of the directions in accordance with the procedure
acceptable to the Trustee and agreed to by the Named Administrative Fiduciary.
Except as required by ERISA, the Trustee shall invest the Trust Fund as directed
by the Named Investment Fiduciary, an Investment Manager or a Plan participant
or beneficiary, as the case may be, and the Trustee shall have no discretionary
control over, nor any other discretion regarding, the investment or reinvestment
of any asset of the Trust. The Trustee may limit the categories of assets in
which the Trust Fund may be invested.
It is understood that the Trustee may, from time to time, have on hand
funds which are received as contributions or transfers to the Trust which are
awaiting investment or funds from the sale of Trust assets which are awaiting
reinvestment. Absent receipt by the Trustee of a direction from the proper
person for the investment or reinvestment of such funds or otherwise prior to
the application of funds in implementation of such a direction, the Trustee
shall in accordance with the Trustee's normal procedures in this regard cause
such funds to be invested in shares of the money market fund acceptable to the
Trustee as the Employer or Named Investment Fiduciary may in writing to the
Trustee specify for this purpose from time to time. Any such fund may be
sponsored, managed or distributed by an affiliate of the Trustee. The Employer
or the Named Investment Fiduciary, as the case may be, hereby acknowledges that
prior to any such specification it has read or will have read the then current
prospectus for the specified fund.
5.02. Investment Managers
The Employer or the Named Investment Fiduciary may appoint one or more
Investment Managers, who may be an affiliate of the Trustee, to direct the
Trustee in the investment of all or a specified portion of the assets of the
Trust. Any such Investment Manager shall be directed by the Employer or the
Named Investment Fiduciary, as the case may be, to act in accordance with the
procedures referred to in Section 5.04. The Named investment Fiduciary shall
notify the Trustee in writing before the effectiveness of the appointment or
removal of any Investment Manager.
If there is more than one Investment Manager whose appointment is
effective under the Plan at any one time, the Trustee shall, upon written
instructions from the Employer or the Named Investment Fiduciary, establish
separate funds for control by each such Investment Manager. The funds shall
consist of those Trust assets designated by the Employer or the Named Investment
Fiduciary.
5.03. Direction of Voting and Other Rights
The voting and other rights in securities or other assets held in the
Trust shall be exercised by the Trustee as directed by the Named Investment
Fiduciary or other person who at the time has the right as referred to in
Section 5.01 hereof to direct the investment or reinvestment of the security or
other asset involved, provided that (a) except as provided in clause (b) of this
Section, such voting and other rights in any such security or other asset
selected by the Employer or the Named Investment Fiduciary shall be exercised by
the Named Investment Fiduciary and (b) such voting and other rights in any
"employer security" with respect to the Plan within the meaning of Section
407(d)(1) of ERISA or other single stock funds selected by the Named
Administrative Fiduciary ("Employer Securities") which is held in an account
under the Plan over which a Plan participant or beneficiary has control as to
specific assets to be held therein or which is held in an account which consists
solely or primarily of Employer Securities shall be exercised by the
participants or beneficiaries having interests in that account. To the extent
consistent with ERISA, (i) in the event a Plan participant or beneficiary or an
Investment Manager with the right to direct a voting or other decision with
respect to any security or other asset held in the Trust does not communicate
any decision on the matter to the Trustee or the Trustee's designee by the time
prescribed by the Trustee or the Trustee's designee for that purpose or if the
Trustee notifies the Named Investment Fiduciary either that it does not have
precise information as to the securities or other assets involved allocated on
the applicable record date to the accounts of all participants and beneficiaries
or that time constraints make it unlikely that participant, beneficiary or
Investment Manager direction, as the case may be, can be received on a timely
basis, the decision shall be the responsibility of the Named Investment
Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii)
in the event the Named Investment Fiduciary with any right under the Plan or
hereunder to direct a voting or other decision with respect to any security or
other asset held in the Trust, including any such right under clause (a) or
clause (i) of this Section, does not communicate any decision on the matter to
the Trustee or the Trustee's designee by the time prescribed by the Trustee for
that purpose, the Trustee may, at the cost of the Employer, obtain advice from a
bank, insurance company, investment adviser or other investment professional
(including any affiliate of the Trustee) or retain an Investment Manager or
other independent fiduciary with full discretion to make the decision. Except as
required by ERISA, the Trustee shall (a) follow all directions above-referred to
in this Section and (b) shall have no duty to exercise voting or other rights
relating to any such security or other asset.
5.04. Investment Directions
Directions for the investment or reinvestment of Trust assets or
directions of a type referred to in Section 5.03 from the Employer, the Named
Investment Fiduciary, an Investment Manager or a Plan participant or
beneficiary, as the case may be, shall, in a manner and in accordance with
procedures acceptable to the Trustee and agreed to by the Employer and the Named
Investment Fiduciary, be communicated to and implemented by, as the case may be,
the Trustee, the Trustee's designee or, with the Trustee's consent, the
broker/dealer designated for the purpose by the Employer or the Named Investment
Fiduciary. Communication of any such direction to such a designee or
broker/dealer shall conclusively be deemed an authorization to the designee or
broker/dealer to implement the direction even though coming from a person other
than the Trustee. The Trustee shall have no liability for its properly following
such directions or failing to act in the absence of any such directions. The
Trustee shall have no liability for the acts or omissions of any person
directing the investment or reinvestment of Trust Fund assets or making or
failing to make any direction referred to in Section 5.03. Neither shall the
Trustee have any duty or obligation to review any such investment or other
direction, act or omission or, except upon, receipt of a proper direction, to
invest or otherwise manage any asset of the Trust Which is subject to the
control of any such person or to exercise any voting or other right referred to
in Section 5.03 in accordance with such direction.
5.05. Communication of Proxy and Other Materials
The Employer or Named Administrative Fiduciary shall establish a
procedure acceptable to the Trustee for the timely dissemination to each person
entitled to direct the Trustee or its designee as to a voting or other decision
called for thereby or referred to therein of all proxy and other materials
bearing on the decision. In the case of Employer Securities, at such time as
proxy or other materials bearing thereon are disseminated generally to owners of
Employer Securities in accordance with applicable law, the Employer shall cause
a copy of such proxy or other materials to be delivered directly to the Trustee
and, thereafter, shall promptly deliver to the Trustee such number of additional
copies of the proxy or other materials as the Trustee may request.
5.06. Common and Collective Trust Funds
Any person authorized to direct the investment of Trust assets may, if
the Trustee and the Named Investment Fiduciary so permit, direct the Trustee to
invest such assets in a common or collective trust maintained by the Trustee or
its affiliate for the investment of assets of qualified trusts under section
401(a) of the Code, individual retirement accounts under section 408(a) of the
Code and plans of governmental units described in section 818(a)(6) of the Code.
The documents governing any such common or collective trust fund maintained by
the Trustee or its affiliate, and in which Trust assets have been invested, are
hereby incorporated into this Trust Agreement by reference.
ARTICLE VI
RESPONSIBILITIES AND INDEMNITY
6.01. Relationship of Fiduciaries
Each fiduciary of the Plan and the Trust shall be solely responsible
for its own acts or omissions. The Trustee shall have no duty to question any
other Plan fiduciary's performance of fiduciary duties allocated to such other
fiduciary pursuant to the Plan. The Trustee shall not be responsible for the
breach of responsibility by any other Plan fiduciary except as required under
ERISA.
6.02. Benefit of Participants
Each fiduciary shall, within the meaning of the Code and ERISA,
discharge its duties with respect to the Trust solely in the interest of
participants in the Plan and their beneficiaries and for the exclusive purpose
of providing benefits to such participants and beneficiaries and defraying
reasonable expenses of administering the Plan.
6.03. Status of Trustee
The Trustee acknowledges its status as a "fiduciary" of the Plan within
the meaning of ERISA.
6.04. Location of Indicia of Ownership
Except as permitted by ERISA, the Trustee shall not maintain the
indicia of ownership of any assets of the Trust outside the jurisdiction of the
district courts of the United States.
6.05. Trustee's Reliance
The Trustee shall have no duty to inquire whether directions by the
Employer, the Named Administrative Fiduciary, the Named Investment Fiduciary or
any other person conform to the Plan, and the Trustee shall be fully protected
in relying on any such direction communicated in accordance with procedures
acceptable to the Trustee and agreed to by the Named Administrative Fiduciary,
from any person who the Trustee reasonably believes is a proper person to give
the direction. The Trustee shall have no liability to any participant, any
beneficiary or any other person for payments made, any failure to make payments,
or any discontinuance of payments, on direction of the Named Administrative
Fiduciary, the Named Investment Fiduciary or any designee of either of them or
for any failure to make payments in the absence of directions from the Named
Administrative Fiduciary or any person responsible for or purporting to be
responsible for directing the investment of Trust assets. The Trustee may
request instructions from the Named Administrative Fiduciary or the Named
Investment Fiduciary and shall have no duty to act or liability for failure to
act if such instructions are not forthcoming. The Trustee shall have no
responsibility to determine whether the Trust Fund is sufficient to meet the
liabilities under the Plan, and shall not be liable for payments or Plan
liabilities in excess of the Trust Fund.
6.06. Indemnification
The Employer hereby indemnifies the Trustee against, and shall hold the
Trustee harmless from, any and all loss, claims, liability, and expense,
including reasonable attorneys' fees, imposed upon the Trustee or incurred by
the Trustee as a result of any acts taken, or any failure to act, in accordance
with the proper directions from the Named Administrative Fiduciary, Named
Investment Fiduciary, Investment Manager or any other person specified in
Article IV or V hereof, or any designee of any such person, or by reason of the
Trustee's good faith execution of its duties with respect to the Trust,
including, but not limited to, its holding of assets of the Trust as provided
for in Section 3.02, the Employer's obligations in the foregoing regard to be
satisfied promptly on request by the Trustee, unless the loss, claim, liability
or expense involved resulted from the negligence or bad faith of the Trustee.
6.07. Protection of Designees
To the extent that any designee of the Trustee is performing a function
of the Trustee under this Trust Agreement, the designee shall have the benefit
of all of the applicable limitations on the scope of the Trustee's duties and
liabilities, all applicable rights of indemnification granted hereunder to the
Trustee and all other applicable protections of any nature afforded to the
Trustee.
ARTICLE VII
POWERS OF TRUSTEE
7.01. Nondiscretionary Investment Powers
At the direction of the person authorized to direct such action as
referred to in Article V hereof, but limited to those assets or categories of
assets acceptable to the Trustee as referred to in Section 5.01, the Trustee, or
the Trustee's designee or a broker/dealer as referred to in Section 5.04, is
authorized and empowered:
(a) To invest and reinvest the Trust Fund, together with the income
therefrom, in common stock, preferred stock, convertible preferred stock, bonds,
debentures, convertible debentures and bonds, mortgages, notes, commercial paper
and other evidences of indebtedness (including those issued by the Trustee),
shares of mutual funds (which funds may be sponsored, managed or offered by an
affiliate of the Trustee), guaranteed investment contracts, bank investment
contracts, other securities, policies of life insurance, annuity contracts,
options, options to buy or sell securities or other assets, and all other
property of any type (personal, real or mixed, and tangible or intangible);
(b) To deposit or invest all or any part of the assets of the Trust in
savings accounts or certificates of deposit or other deposits in a bank or
savings and loan association or other depository institution, including the
Trustee or any of its affiliates; provided that, with respect to such deposits
with the Trustee or an affiliate, the deposits bear a reasonable interest rate;
(c) To hold, manage, improve, repair and control all property, real or
personal, forming part of the Trust Fund; to sell, convey, transfer, exchange,
partition, lease for any term, even extending beyond the duration of this Trust,
and otherwise dispose of the same from time to time;
(d) To have, respecting securities, all the rights, powers and
privileges of an owner, including the power to give proxies, pay assessments and
other sums deemed by the Trustee necessary for the protection of the Trust Fund;
to vote any corporate stock either in person or by proxy, with or without power
of substitution, for any purpose; to participate in voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers and
liquidations, and in connection therewith to deposit securities with or transfer
title to any protective or other committee; to exercise or sell stock
subscriptions or conversion rights; and, regardless of any limitation elsewhere
in this instrument relative to investments by the Trustee, to accept and retain
as an investment any securities or other property received through the exercise
of any of the foregoing powers;
(e) Subject to Section 5.01 hereof, to hold in cash such portion of the
Trust Fund which it is directed to so hold pending investments, or payment of
expenses, or the distribution of benefits;
(f) To take such actions as may be necessary or desirable to protect
the Trust from loss due to the default on mortgages held in the Trust including
the appointment of agents or trustees in such other jurisdictions as may seem
desirable, to transfer property to such agents or trustees, to grant to such
agents such powers as are necessary or desirable to protect the Trust Fund, to
direct such agent or trustee, or to delegate such power to direct, and to remove
such agent or trustee;
(g) To settle, compromise or abandon all claims and demands in favor of
or against the Trust Fund;
(h) To invest in any common or collective trust fund of the type
referred to in Section 5.06 hereof maintained by the Trustee or its affiliate;
(i) To exercise all of the further rights, powers, options and
privileges granted, provided for, or vested in trustees generally under the laws
of the state in which the Trustee is incorporated as set forth above, so that
the powers conferred upon the Trustee herein shall not be in limitation of any
authority conferred by law, but shall be in addition thereto;
(j) To borrow money from any source and to execute promissory notes,
mortgages or other obligations and to pledge or mortgage any trust assets as
security, subject to applicable requirements of the Code and ERISA; and
(k) To maintain accounts at, execute transactions through, and lend on
an adequately secured basis stocks, bonds or other securities to, any brokerage
or other firm, including any firm which is an affiliate of the Trustee.
7.02. Additional Powers of Trustee
To the extent necessary or which it deems appropriate to implement its
powers under Section 7.01 or otherwise to fulfill any of its duties and
responsibilities as trustee of the Trust Fund, the Trustee shall have the
following additional powers and authority:
(a) to register securities, or any other property, in its name or in
the name of any nominee, including the name of any affiliate or the nominee name
designated by any affiliate, with or without indication of the capacity in which
property shall be held, or to hold securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;
(b) to designate and engage the services of, and to delegate powers and
responsibilities to, such agents, representatives, advisers, counsel and
accountants as the Trustee considers necessary or appropriate, any of whom may
be an affiliate of the Trustee or a person who renders services to such an
affiliate, and, as a part of its expenses under this Trust Agreement, to pay
their reasonable expenses and compensation;
(c) to make, execute and deliver, as Trustee, any and all deeds,
leases, mortgages, conveyances, waivers, releases or other instruments in
writing necessary or appropriate for the accomplishment of any of the powers
listed in this Trust Agreement; and
(d) generally to do all other acts which the Trustee deems necessary or
appropriate for the protection of the Trust Fund.
ARTICLE VIII
RECORDS, ACCOUNTINGS AND VALUATIONS
8.01. Records
The Trustee shall maintain or cause to be maintained accurate records
and accounts of all Trust transactions and assets. The records and accounts
shall be available at reasonable times during normal business hours for
inspection or audit by the Named Administrative Fiduciary and the Named
Investment Fiduciary or any person designated for the purpose by either of them.
8.02. Accountings
Within 90 days following the close of each fiscal year of the Plan or
the effective date of the removal or resignation of the Trustee, the Trustee
shall file with the Named Administrative Fiduciary a written accounting setting
forth all transactions since the end of the period covered by the last previous
accounting. The accounting shall include a listing of the assets of the Trust
showing the value of such assets at the close of the period covered by the
accounting. On direction of the Named Administrative Fiduciary, and if
previously agreed to by the Trustee, the Trustee shall submit to the Named
Administrative Fiduciary interim valuations, reports or other information
pertaining to the Trust.
The Named Administrative Fiduciary may approve the accounting by
written approval delivered to the Trustee or by failure to deliver written
objections to the Trustee within 60 days after receipt of the accounting. To the
extent permitted by ERISA, any such approval shall be binding on the Employer,
the Named Administrative Fiduciary and the Named Investment Fiduciary.
8.03. Valuation
The assets of the Trust shall be valued as of each valuation date under
the Plan at fair market value as determined by the Trustee based upon such
sources of information as it may deem reliable, including, but not limited to,
stock market quotations, statistical evaluation services, newspapers of general
circulation, financial publications, advice from investment counselors or
brokerage firms, or any combination of sources. The reasonable costs incurred in
establishing values of the Trust Fund shall be a charge against the Trust Fund,
unless paid by the Employer.
When the Trustee is unable to arrive at a value based upon information
from independent sources, it may rely upon information from the Employer, Named
Administrative Fiduciary, Named Investment Fiduciary, appraisers, or other
sources, and shall not incur any liability for inaccurate valuation based in
good faith upon such information.
8.04. Loans
In the event that participant loans are available under the Plan, the
Trustee shall reflect one aggregate balance for participant loans under the Plan
and shall reflect changes thereto only as directed by the Employer or Named
Administrative Fiduciary. The Trustee has no responsibility with respect to
maintenance of promissory notes or monitoring of loan amortization schedules.
ARTICLE IX
RESIGNATION AND REMOVAL OF TRUSTEE
9.01. Resignation
The Trustee may resign at any time upon at least 30 days' written
notice to the Employer.
9.02. Removal
The Employer may remove the Trustee upon at least 30 days' written
notice to the Trustee.
9.03. Appointment of a Successor
Upon resignation or removal of the Trustee, the Employer shall appoint
a successor trustee. Upon failure of the Employer to appoint, or the failure of
the effectiveness of the appointment by the Employer of, a successor trustee by
the effective date of the resignation or removal, the Trustee may apply to any
court of competent jurisdiction for the appointment of a successor.
Promptly after receipt by the Trustee of notice of the effectiveness of
the appointment of the successor trustee, the Trustee shall deliver to the
successor trustee such records as may be reasonably requested to enable the
successor trustee to properly administer the Trust Fund and all property of the
Trust.
9.04. Settlement of Account
Upon resignation or removal of the Trustee, the Trustee shall have the
right to a settlement of its account, which settlement shall be made, at the
Trustee's option, either by an agreement of settlement between the Trustee and
the Employer or by a judicial settlement in an action instituted by the Trustee.
9.05. Expenses and Compensation
The Trustee shall not be obligated to transfer Trust assets until the
Trustee is provided assurance by the Employer satisfactory to the Trustee that
all fees and expenses reasonably anticipated will be paid.
9.06. Termination of Responsibility and Liability
Upon settlement of the account and transfer of the Trust Fund to the
successor trustee, all rights and privileges under this Trust Agreement shall
vest in the successor trustee and all responsibility and liability of the
Trustee with respect to the Trust and assets thereof shall, except as otherwise
required by ERISA, terminate subject only to the requirement that the Trustee
execute all necessary documents to transfer the Trust assets to the successor
trustee.
ARTICLE X
AMENDMENT AND TERMINATION
10.01. Amendment
The Employer reserves the right to amend this Trust Agreement, provided
that no amendment of this Trust Agreement or the Plan shall be effective which
would (a) cause any assets of the Trust Fund to be used for, or diverted to,
purposes other than the exclusive benefit of Plan participants or their
beneficiaries other than an amendment permissible under the Code and ERISA, or
(b) affect the rights, duties, responsibilities, obligations or liabilities of
the Trustee without the Trustee's written consent. Subject to the approval of
the Employer's legal counsel, the Employer shall amend this Trust Agreement as
requested by the Trustee to reflect changes in law which counsel for the Trustee
advises the Trustee require such changes. Amendments to the Trust Agreement or a
certified copy of the amendments shall be delivered to me trustee promptly after
adoption, and if practicable under the circumstances, any proposed amendment
under consideration by the Employer shall be communicated to the Trustee to
permit the Trustee to review and comment thereon in due course before the
Employer acts on the proposed amendment.
10.02. Termination
The Trust may be terminated by the Employer upon at least 60 days'
written notice to the Trustee. Upon such termination, and subject to Section
11.01 hereof, the Trust Fund shall be distributed as directed by the Named
Administrative Fiduciary in accordance with the Plan.
ARTICLE XI
MISCELLANEOUS
11.01. Exclusive Benefit Rule
Except as provided in Section 11.02, or as otherwise permitted or
required by ERISA or the Code, no asset of the Trust shall be used for, or
diverted to, purposes other than the exclusive benefit of Plan participants or
their beneficiaries or for the reasonable expenses of administering the Plan and
Trust until all liabilities for benefits due Plan participants or their
beneficiaries have been satisfied.
11.02. Refunds to Employer
The Trustee shall, upon the written direction of the Named
Administrative Fiduciary which shall include a certification that such action is
proper under the Plan, ERISA and the Code specifying any relevant sections
thereof, return to the Employer any amount referred to in section 403(c)(2) of
ERISA.
11.03. Authorized Action
Any action to be taken under this Trust Agreement by an Employer or
other person which is: (a) a corporation shall be taken by the board of
directors of the corporation or any person or persons duly empowered by the
board of directors to take the action involved, (b) a partnership shall be taken
by an authorized general partner of the partnership, and (c) a sole
proprietorship by the sole proprietor.
11.04. Text of Plan
The Employer agrees to deliver to the Trustee the text of the Plan as
in effect as of the date of this Trust Agreement. The Employer shall deliver to
the Trustee promptly after adoption thereof a certified copy of any amendment of
the Plan.
11.05. Conflict with Plan
The rights, duties, responsibilities, obligations and liabilities of
the Trustee are as set forth in this Trust Agreement, and no provision of the
Plan or any other document shall be deemed to affect such rights, duties,
responsibilities, obligations and liabilities. If there is a conflict between
provisions of the Plan and this Trust Agreement with respect to any subject
involving the Trustee, including but not limited to the responsibility,
authority or powers of the Trustee, the provisions of this Trust Agreement shall
be controlling.
11.06. Failure to Maintain Qualification
If the Trust fails to qualify as a qualified trust under section 401(a)
of the Code, or loses its status as such a qualified trust, the Employer shall
immediately so notify the Trustee, and the Trustee shall, without further notice
or direction, remove the Trust assets from any common or collective trust fund
maintained by the Trustee or its affiliate for investments by qualified trusts.
11.07. Governing Law and Construction
This Trust Agreement and the Trust shall be construed, administered and
governed under ERISA and other pertinent federal law, and to the extent that
federal law is inapplicable, under the laws of the state in which the Trustee is
incorporated as set forth above. If any provision of this Trust Agreement is
susceptible to more than one interpretation, the interpretation to be given is
that which is consistent with the Trust being a qualified trust under section
401(a) of the Code. If any provision of this Trust Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, the remaining
provisions shall continue to be fully effective to the extent possible under the
circumstances.
11.08. Successors and Assigns
This Trust Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
11.09. Gender
As used in this Trust Agreement, the masculine gender shall include the
feminine and the neuter genders and the singular shall include the plural and
the plural the singular, as the context requires.
11.10. Headings
Headings and subheadings in this Trust Agreement are for convenience of
reference only and are not to be considered in the construction of the
provisions of the Trust Agreement.
11.11. Counterparts
This Trust Agreement may be executed in several counterparts, each of
which shall be deemed an original, and these counterparts shall constitute one
and the same instrument which may be sufficiently evidenced by any one
counterpart.
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
Trust Agreement each by action of a duly authorized person.
<TABLE>
<CAPTION>
<S> <C>
MERRILL LYNCH TRUST
COMPANY OF AMERICA ETHYL CORPORATION
By:_______________________________ By:________________________________
Name:_____________________________ Name:______________________________
Title:______________________________ Title:_______________________________
</TABLE>
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Phone: (804) 788-8200
Telecopy: (804) 788-8218
August 6, 1998
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
Savings Plan for the Employees of Ethyl Corporation
Ladies and Gentlemen:
We have acted as counsel to Ethyl Corporation (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933, as amended (the
"Act"), on or about the date of this letter to register 4,000,000 shares of
common stock, par value $1.00 per share (the "Shares"), of the Company, which
may from time to time be offered and sold by the Company in connection with the
Savings Plan for the Employees of Ethyl Corporation (the "Plan").
We are familiar with the Registration Statement and the Exhibits
thereto. We have also examined originals or copies, certified or otherwise, of
such other documents, evidence of corporate action and instruments, as we have
deemed necessary or advisable for the purpose of rendering this opinion. As to
questions of fact relevant to this opinion, we have relied upon certificates or
written statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such examinations we
have assumed the genuineness of all signatures, the authority to sign and the
authenticity of all documents submitted to us as originals. We have also assumed
the conformity to the original of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be originally issued under the Plan have been duly authorized
and, when issued pursuant to and in accordance with the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Ethyl Corporation on Form S-8 of our report dated January 20, 1998, on our
audits of the consolidated financial statements of Ethyl Corporation and
Subsidiaries as of December 31, 1997 and 1996, and for the years ended December
31, 1997, 1996 and 1995, appearing on page 42 of the Ethyl Corporation 1997
Annual Report, which report is incorporated by reference in the Annual Report
on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Richmond, Virginia
August 6, 1998
