SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE B.F.GOODRICH COMPANY
------------------------
(Exact name of issuer as specified in its charter)
NEW YORK 34-0252680
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC. (RESTATED 1994)
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS (RESTATED 1994)
---------------------------------------------------
(Full title of the plan)
Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
---------------------------------------
(Name and address of agent for service)
(330) 659-7711
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- ---------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $51.125 $51,125,000 $15,340
</TABLE>
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.
1) Estimated solely for the purpose of determining the registration fee
based on the closing price of the Common Stock under the consolidated
reporting system for May 26, 1998.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
DOCUMENTS INCORPORATED BY REFERENCE (Item 3)
The following documents of The B.F.Goodrich Company (or the "Company") filed
with the Commission (File No. 1-892) pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, and the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, and Current Reports on Form 8-K dated
January 6, 1998 and January 14, 1998.
(b) All reports and other documents subsequently filed by the Company
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of the filing of such reports and documents.
(c) The description of the Company's Common Stock which is contained in
the Company's registration statement No. 333-40291 on Form S-4.
INTEREST OF NAMED EXPERTS AND COUNSEL (Item 5)
The validity of the securities offered hereby will be passed upon for the
Company by Nicholas J. Calise, Vice President, Associate General Counsel and
Secretary of the Company. Mr. Calise owns 13,617 shares of the Company's Common
Stock, has deferred receipt of 5,949 shares of the Company's Common Stock under
the Company's Long-Term Incentive Plan; has contingently credited to his account
2,600 phantom shares under the 1998-2000 Long-Term Incentive Plan, has options
to purchase 77,300 shares of Common Stock; and had credited to his account in
the Company's Retirement Plus Savings Plan as of April 30, 1998, 5,158 shares of
Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS (Item 6)
Under the Company's Restated Certificate of Incorporation no member of the Board
of Directors shall have any personal liability to the Company or its
shareholders for damages for any breach of duty in such capacity, provided that
such liability shall not be limited if a judgment or other final adjudication
adverse to the Director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the Director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that the Director's
acts violated section 719 of the New York Business Corporation Law ("B.C.L.")
(generally relating to the improper declaration of dividends, improper purchases
of shares, improper distribution of assets after dissolution, or making any
improper loans to directors contrary to specified statutory provisions).
Reference is made to Article TWELFTH of the Company's Restated Certificate of
Incorporation filed as Exhibit 3(a) to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1988.
Under the Company's By-Laws, any person made, or threatened to be made, a party
to an action or proceeding by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company or served any other
corporation in any capacity at the request of the Company shall be indemnified
by the Company to the extent and in a manner permissible under the laws of the
State of New York.
In addition, the Company's By-Laws provide indemnification for directors and
officers where they are acting on behalf of the Company where the final judgment
does not establish that the director or officer acted in bad faith or was
deliberately dishonest, or gained a financial profit or other advantage to which
he was not legally entitled. The By-Laws provide that the indemnification rights
shall be deemed to be "contract rights" and continue after a person ceases to be
a director or officer or after rescission or modification of the By-Laws with
respect to prior occurring events. They also provide directors and officers with
the benefit of any additional indemnification which may be permitted by later
amendment to the B.C.L. The By-Laws further provide for advancement of expenses
and specify procedures in seeking and obtaining indemnification. Reference is
made to Article VI of the Company's By-Laws filed as Exhibit 3(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
<PAGE>
The Company has insurance to indemnify its directors and officers, within the
limits of the Company's insurance policies, for those liabilities in respect of
which such indemnification insurance is permitted under the laws of the State of
New York.
Reference is made to Sections 721-726 of the B.C.L., which are summarized below.
Section 721 of the B.C.L. provides that indemnification pursuant to B.C.L. shall
not be deemed exclusive of other indemnification rights to which a director or
officer may be entitled, provided that no indemnification may be made if a
judgment or other final adjudication adverse to the director or officer
establishes that (i) his acts were committed in bad faith or were the result of
active and deliberate dishonesty, and, in either case, were material to the
cause of action so adjudicated, or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any civil or
criminal action, other than a derivative action, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if
such director or officer acted in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful. With respect to derivative actions, Section 722(c) of the B.C.L.
provides that a director or officer may be indemnified only against amounts paid
in settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense or settlement of such
action, or any appeal therein, if such director or officer acted in good faith,
for a purpose which he reasonably believed to be in the best interests of the
corporation and that no indemnification shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent an appropriate
court determines that the person is fairly and reasonably entitled to partial or
full indemnification.
Section 723 of the B.C.L. specifies the manner in which payment of such
indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action. In the event that the director or officer has not been successful or
the action is settled, indemnification may be made by the corporation only if
authorized by any of the corporate actions set forth in such Section 723 (unless
the corporation has provided for indemnification in some other manner as
otherwise permitted by Section 721 of the B.C.L.).
Section 724 of the B.C.L. provides that upon proper application by a director or
officer, indemnification shall be awarded by a court to the extent authorized
under Sections 722 and 723 of the B.C.L.
Section 725 of the B.C.L. contains certain other miscellaneous provisions
affecting the indemnification of directors and officers, including provision for
the return of amounts paid as indemnification if any such person is ultimately
found not to be entitled thereto.
Section 726 of the B.C.L. authorizes the purchase and maintenance of insurance
to indemnify (1) a corporation for any obligation which it incurs as a result of
the indemnification of directors and officers under the above sections, (2)
directors and officers in instances in which they may be indemnified by a
corporation under such sections, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a corporation under such
sections, provided the contract of insurance covering such directors and
officers provides, in a manner acceptable to the New York State Superintendent
of Insurance, for a retention amount and for co-insurance.
<PAGE>
EXEMPTION FROM REGISTRATION CLAIMED (Item 7)
Not applicable.
EXHIBITS (Item 8)
The following exhibits are filed as part of this Registration Statement:
4(b) Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Restated
1994) filed as Exhibit 4.1 to Rohr, Inc. Registration Statement No.
33-56529 on Form S-8 filed on November 17, 1994, is incorporated by
reference. Amendments 1-5 to this plan.
4(c) Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements (Restated 1994), with amendments 1-4.
5 Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel and Secretary of the Company, as to the legality of the
Common Stock being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors.
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) Power of Attorney.
<PAGE>
UNDERTAKINGS (Item 9)
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(iv) To submit the plans and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner for a determination letter
that the plans are qualified under Section 401 of the Internal Revenue Code and
will make all changes required by the IRS in order to qualify the plans.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Richfield, State of Ohio, on May 28, 1998.
THE B.F.GOODRICH COMPANY
By /s/N. J. Calise
----------------------------
Nicholas J. Calise
Vice President, Associate
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on May 28, 1998 by the following persons in
the capacities indicated.
/s/Jeanette Grasselli Brown* /s/David L. Burner*
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Diane C. Creel* /s/George A. Davidson, Jr.*
- ---------------------------- ----------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/Jodie K. Glore *
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/Robert D. Koney, Jr.* /s/Douglas E. Olesen *
- ---------------------------- ----------------------------
(Robert D. Koney, Jr.) (Douglas E. Olesen)
Vice President and Controller Director
(Principal Accounting Officer)
/s/Richard de J. Osborne* /s/Alfred M. Rankin, Jr.*
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Alfred M. Rankin, Jr.)
Director Director
/s/Robert H. Rau* /s/D. Lee Tobler*
- ---------------------------- ----------------------------
(Robert H. Rau) (D. Lee Tobler)
Director Executive Vice President and Director
(Principal Financial Officer)
/s/James R. Wilson* /s/A. Thomas Young*
- ---------------------------- ----------------------------
(James R. Wilson) (A. Thomas Young)
Director Director
*The undersigned, as attorney-in-fact, does hereby sign this Registration
Statement on behalf of each of the officers and directors indicated above.
/s/N. J. Calise
- ----------------------------
Nicholas J. Calise
<PAGE>
EXHIBITS INDEX
EXHIBIT
NO.
4(b) Amendments 1-5 for Pretax Savings Plan for the Salaried Employees of
Rohr, Inc. (Restated 1994).
4(c) Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements (Restated 1994), with Amendments 1-4.
5 Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel and Secretary of the Company, as to the legality of the
Common Stock being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors.
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) Power of Attorney.
EXHIBIT 4(b)
FIRST AMENDMENT
TO THE PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
The Pretax Savings Plan for the Salaried Employees of Rohr,
Inc., is hereby amended as follows, pursuant to the provisions of Section 14.1
of such Plan. This First Amendment deals with provisions applicable solely to
certain employees of Rohr who previously were assigned to positions with
responsibilities principally related to the operation of the Rohr Federal Credit
Union (now called the "Pacific Trust Federal Credit Union").
1. A new Section 7.4 is added to read as follows:
"7.4 Special Rule for Credit Union Employees.
Notwithstanding any provision of this Plan to the contrary, any Participant
who was assigned to a position with responsibilities related principally to
the operation of the Rohr Federal Credit Union and whose employment was
terminated by Rohr, Inc., at the end of September 1995 as a result of the
restructuring of those operations on or about October 1, 1995, shall be fully
vested in his or her interests under the Plan as of the date of such
termination."
2. This Amendment shall be effective October 1, 1995, with
respect to Participants who were assigned to positions with responsibilities
related primarily to the operations of the Rohr Federal Credit Union immediately
prior to such date.
3. This Amendment shall be subject to the condition that no
provision in this Amendment shall adversely affect the qualification of the Plan
under Internal Revenue Code Section 401(a). In the event this Amendment would
otherwise adversely affect such qualification, this Amendment shall only be
effective with such modifications to avoid such adverse effect as may be
approved in accordance with Article 14 of the Plan.
IN WITNESS WHEREOF, Rohr, Inc., has caused its duly authorized
officers to execute this Amendment on the day of , 1996.
ROHR, INC.
By:
---------------------------
R. W. Madsen
Vice President, General Counsel
And Secretary
<PAGE>
SECOND AMENDMENT
TO THE
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
The Pretax Savings Plan for the Salaried Employees of Rohr,
Inc., is hereby amended as follows, pursuant to the provisions of Section 14.1
of such Plan. This Second Amendment deals with terms requested by the Internal
Revenue Service in its review of the Company's determination letter request
related to the Tax Reform Act of 1986 and subsequent legislation.
1. Section 7.1 is amended by deleting the last sentence of such Section,
so that such Section shall read as follows:
"7.1 Vesting Service. An Employee who becomes a Participant shall be
credited with Vesting Service for his service (both before and after he becomes
a Participant) with the Company or an Affiliate in accordance with any rules and
procedures of uniform application adopted by the Committee to implement the
provisions of this Section. Vesting Service shall be determined in completed
years only. A Participant shall be credited with the full years of Vesting
Service he had under the provisions of the Plan in effect until January 1, 1995.
In addition, for employment after December 31, 1994, a Participant shall be
credited with one full year of Vesting Service for any Plan Year during which he
has at least one thousand (1,000) Hours of Service."
2. Section 7.3 is hereby amended to read as follows:
"7.3 Forfeiture of Contingent Interests
(a) Except as set forth in subsection (a) of Section 9.2, upon a
Participant's Termination of Employment, all of the Participant's Accounts
shall continue to be held in, and to be subject to the terms of, the Plan.
Except as provided in subsection (b) and (c) of this Section 7.3, the subsequent
vested percentage for such Accounts shall be determined based on the
Participant's Vesting Service earned both before and, in the event of rehire,
after such Termination of Employment.
(b) The nonvested portion of a Participant's Accounts shall be
forfeited when the Participant has had five (5) consecutive Breaks in
Service, and the Participant shall thereafter be fully vested in the portion
of such Accounts which are not forfeited, unless the Participant is rehired
before such forfeitures occur.
(c) In the event that a Participant receives a distribution of the
vested portion of his Company Matching Account upon or after Termination of
Employment on or after June 1, 1990, pursuant to Section 9.2(a) or Section 9.5,
the non-vested portion, if any, of such Account shall be forfeited at the time
of such distribution. If a Participant receives a distribution which results in
such a forfeiture and is subsequently rehired, such person shall be entitled
(pursuant to such rules and procedures as the Committee may prescribe) to repay
to the Plan the full dollar amount which was distributed to him from his Company
Matching Accounts. Such repaid amount, along with the dollar amount which was
forfeited, shall be restored to such person's Company Matching Account, provided
that such repayment may not be made after the earlier of the date when such
Accounts would forfeit under subsection (b) or five (5) years after the date of
such rehire. Such dollar amounts be invested pursuant to the Participant's
election as provided in Section 10.2.
(d) If a Participant is rehired after a Termination of Employment,
all of his Vesting Service, whether earned before or after such Termination
of Employment, shall subsequently be recognized for purposes of determining his
vested interest in his Accounts (except for Accounts forfeited under
subsection (b) or (c) of this Section 7.3)."
3. Section 17.2 is hereby amended to read as follows:
"17.2 Minimum Vesting Requirements. A Participant's vested interest in
the Plan shall be determined in accordance with the following schedule if such
schedule is more favorable than the schedule set forth in Section 7.2:
Year of Vesting
Service Vested Interest
--------------- ---------------
Less than two 0%
Two but less than three 20%
Three but less than four 40%
Four but less than five 60%
Five or more 100%
4. Section 17.3 is hereby amended by adding subsections (c), (d) and (e)
to such Section to read as follows:
"(c) For purposes of this Section 17.3, Pretax Savings Contributions
shall be considered when made on behalf of Key Employees, but not when made on
behalf of non-Key Employees.
(d) The minimum contribution under this Section 17.3 shall be made
for each non-Key Employee who has not separated from service before the end
of the Plan Year, whether or not such Participant has completed one thousand
(1,000) Hours of Service in such Plan Year.
(e) If the terms of this Section 17.3 are applicable to a Plan Year
and the Plan is part of an Aggregation Group that includes one or more other
plans, then:
(i) If such Aggregation Group includes one or more defined benefit
plans, the minimum Company contribution for each non-Key Employee under this
Section 17.3 shall be increased to the extent necessary so that the total
benefit provided to such Participant under all plans in the Aggregation
Group is at least equivalent to the minimum defined benefit required to be
provided under Code Section 416(f), based on a comparability analysis that
satisfies the requirements of the Regulations under Code Section 416; and
(ii) If such Aggregation Group includes one or more other defined
contribution plans, additional Company contributions under this Section 17.3
shall be made only to the extent required after considering and applying all
of the provisions of such the defined contribution plans."
IN WITNESS WHEREOF, Rohr, Inc. has caused its duly authorized officers
to execute this Amendment on the day of 1996.
ROHR, INC.
By:
-------------------------------
R. W. Madsen
Vice President and General Counsel
<PAGE>
THIRD AMENDMENT
to the
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
(Amended and Restated 1994)
The Pretax Savings Plan for the Salaried Employees of Rohr, Inc.
(Amended and Restated 1994) is hereby amended as follows, pursuant to the
provisions of Section 14.1 of such Plan. This Third Amendment clarifies certain
existing Plan language and modifies the terms regarding the effective date of
investment elections related to the Rohr Fund.
1. Section 2.17, relating to the definition of "Eligible Employee", is
hereby amended so that subsection (a) of such Section shall read as follows:
"(a) Is shown on the Company's payroll records
as a salaried Employee of the Company (or any other Employee of the Company
specifically covered by the Plan pursuant to a resolution adopted by the Board
of Directors);"
2. Section 2.31 relating to the definition of "Plan Compensation", is
hereby amended by redesignating prior paragraph (e) to be paragraph (f) and by
adding the following new paragraph (e):
"(e) any cash or benefit which is or may be
received by an Employee in respect of, or in consideration of, the Employee's
Nonelective Benefit Credits as defined in the Rohr, Inc. Cafeteria Plan;"
3. Section 10.2 is hereby amended so that subsection (d), relating to
investments on the Rohr Fund, shall read as follows, effective April 1, 1997:
"(d) Any election pursuant to this Section
10.2 shall take effect as soon as reasonably practical after the Participant
has complied with all requirements for such election."
4. The Amendments set forth in paragraphs 1 and 2 above clarify
existing terms of the Plan.
5. Except as expressly set forth in this Third Amendment, the
provisions of the Plan, as previously in effect, shall continue in full force
and effect.
In Witness Whereof, Rohr, Inc., has caused its duly authorized officers
to execute this Third Amendment this day of , 1997.
ROHR, INC.
By:
-----------------------------
Richard W. Madsen
Vice President and
General Counsel
<PAGE>
FOURTH AMENDMENT
TO THE
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
(Amended and Restated 1994)
The Pretax Savings Plan for the Salaried Employees of Rohr, Inc.
(Amended and Restated 1994) is hereby amended as follows, pursuant to the
provisions of Section 14.1 of such Plan. The principal purposes of this Fourth
Amendment are to implement the provisions of tax and pension legislation enacted
in 1996 (including the Small Business Job Protection Act), to change the Plan
Year, and to implement some provisions of the Taxpayer Relief Act of 1997.
1. Section 2.14 is hereby amended by deleting subsection (d) of such
Section, effective for Plan Years beginning after December 31, 1996.
2. Section 2.21 is hereby amended to read as follows, effective for
Plan Years beginning after December 31, 1996:
"2.21 "Highly Compensated Employee" means a Highly Compensated
Employee within the meaning of Code Section 414(q) and Regulations thereunder,
and shall include any Highly Compensated Active Employee and any Highly
Compensated Former Employee.
(a) A "Highly Compensated Active Employee" means, for any Plan
Year, any Employee who performs services as an Employee during the Determination
Year and who:
(i) Was a "Five Percent Owner" as defined in Code Section
416(i)(1)(B)(i) at any time during the Plan Year;
(ii) For the Preceding Year, received Compensation in excess
of $80,000 (or such greater amount as shall be determined by the Secretary of
the Treasury to apply under Code Section 414(q)(1)), provided that, unless
the Company otherwise elects pursuant to Code Section 414(q)(1)(B), this
paragraph (ii) shall only apply if the Employee was in the "Top Paid Group".
The "Top Paid Group" means the top twenty percent (20%) of the Employees of the
Company when ranked on the basis of Compensation paid for such Preceding Year.
For purposes of this Section 2.21, the total number of Employees employed by the
Company shall be determined by excluding any Employees described in Code
Section 414(q)(8) and, except to the extent otherwise provided by the Committee
on a consistent and uniform basis, by excluding any Employees described in Code
Section 414(q)(5).
(b) "Highly Compensated Former Employee" means a Former
Employee who separated from service prior to the Determination Year and was a
Highly Compensated Employee in the year of separation from service or in any
year after attaining age fifty five 55). Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or the year
preceding the separation year) or any year after the Employee attains age
fifty five (55) (or the last year ending before the Employee's 55th birthday),
the Employee either received Compensation in excess of $50,000 or was a "Five
Percent Owner."
(c) Unless otherwise required by applicable Treasury
Regulation for any Plan Year, "Determination Year" shall mean the twelve month
period ending on the last day of such Plan Year and the term "Preceding
Year" with respect to any "Plan Year" shall refer to the twelve month period
ending with the last day before the commencement of such Plan Year.
(d) The Committee, in its discretion, may make any election
available to the Plan or the Company under Code Section 414(q)."
3. Section 2.25 is hereby amended so that the first sentence of such
Section shall read as follows, effective for Plan Years beginning after December
31, 1996:
""Leased Employee" means any person (other than an
employee of the recipient) who pursuant to an agreement between the recipient
and any other person (a "leasing organization") has performed services for
the recipient (or for the recipient and related persons determined in accordance
with Section 414(n)(6) of the Code) on a substantially full time basis for a
period of at least one year, if such services are performed under primary
direction or control by the recipient."
4. Section 2.32 is hereby amended as follows, effective December 31,
1997:
"2.32 "Plan Year" means each of the following periods:
(a) Each twelve (12) consecutive month period which
ends on July 31 and prior to August 1, 1997;
(b) The five month period ending December 31, 1997; and
(c) Any calendar year commencing after December 31, 1997."
5. Section 3.5 is hereby amended to delete the second paragraph of such
Section, effective August 1, 997.
6. Section 4.1 is hereby amended so that subsection (a) of such Section
shall read as follows, effective for payroll periods ending on or after January
1, 1995:
"(a) Each Participant who has in effect an election under
which he receives a Pretax Savings Contribution for any period of time referred
to in subsection (b) shall receive an allocation of a Company Matching
Contribution for such period, but only in the manner and subject to the
conditions set forth in subsections (b) through (i) below."
7. Section 4.1 is hereby amended so that subsection (d) of such Section
shall read as follows, effective upon execution of this Fourth Amendment by the
Company:
"(d) Notwithstanding the other provisions of this Section 4.1,
no Company Matching Contribution shall be made for any period in which the
Participant is prohibited from participating under the provisions of Sections
3.5, 3.8, 6.2 and 6.5. The Company Matching Contribution for any Participant
shall be determined with reference to the Pretax Savings Contribution elected
by the Participant, provided that for each Participant the aggregate amount of
Pretax Savings Contribution that shall be recognized for purposes of computing
the percentage Company Matching Contribution for any calendar year shall not
exceed the Participant's actual aggregate Pretax Savings Contribution for such
calendar year (and further provided that such contribution shall be made
whether or not the Participant is precluded from making such a contribution due
to any provision of Section 6.1)."
8. Section 6.2 is hereby amended so that subsection (a) of such Section
shall read as follows, effective for Plan Years beginning after December 31,
1996:
"(a) Maximum Average Deferral Percentage. The "Average
Deferral Percentage" for the group of Eligible Employees who are Highly
Compensated Employees for any Plan Year (including any short Plan Year) shall
not exceed the greater of :
(i) One and one-quarter (1.25) times the Average
Deferral Percentage for all other Eligible Employees; or
(ii) The lesser of (I) the Average Deferral Percentage
for all other Eligible Employees plus two (2) percentage points, or (II) the
Average Deferral Percentage for all other Eligible Employees multiplied by two
(2).
Paragraphs (i) and (ii) shall be deemed to refer to the
percentages computed for the preceding Plan Year (including any short Plan
Year), for Eligible Employees who were not Highly Compensated Employees for such
preceding Plan Year, unless otherwise elected by the Committee in accordance
with regulations or rulings issued by the Internal Revenue Service."
9. Section 6.3 is hereby amended so that subsection (a) of such Section
shall read as follows, effective for Plan Years beginning after December 31,
1996:
"(a) Maximum Contributions. The Average Contribution Percentage
for the group of Eligible Employees who are Highly Compensated Employees for
any Plan Year (including any short Plan Year) shall not exceed the greater of:
(i) One and one-quarter (1.25) times the Average Contribution
Percentage for all other Eligible Employees; or
(ii) The lesser of (I) the Average Contribution
Percentage for all other Eligible Employees plus two (2) percentage points,
or (II) the Average Contribution Percentage for all other Eligible
Employees multiplied by two (2).
Paragraphs (i) and (ii) shall be deemed to refer to the
percentages computed for the preceding Plan Year (including any short
Plan Year), for Eligible Employees who were not Highly Compensated Employees
for such preceding Plan Year, unless otherwise elected by the Committee in
accordance with Regulations or rulings issued by the Internal Revenue Service."
10. Section 6.4 is hereby amended so that paragraph (i) of subsection
(a) shall read as follows, effective for Plan Years beginning after December 31,
1996:
"(i) The amount which was contributed by or on behalf of the one
or more Highly Compensated Employees with the highest contribution shall
be reduced to the extent necessary to satisfy the requirements of such
subsection, or (if less) to cause such ratio to equal that of Highly Compensated
Employees with the next highest contribution;"
11. Section 6.5 is hereby amended so that subsection (d) of such
Section shall read as follows, effective for Plan Years beginning after December
31, 1997:
"(d) "Section 415 Compensation". The term "Section 415 Compensation"
shall mean "Compensation" as defined in Section 2.13."
12. Section 6.6 is hereby deleted, effective for Plan Years beginning
after December 31, 1999.
13. Section 7.1 is hereby amended effective August 1, 1997, by adding
the following sentence at the end of such Section:
"A Participant shall be given a full year of Vesting Service for
the Plan Year commencing August 1, 1997 and ending December 31, 1997, if he or
she completes one thousand (1,000) or more Hours of Service in the twelve (12)
month period ending December 31, 1997."
14. Section 9.5 and subsection (d) of Section 9.2 are hereby amended,
effective for Plan Years beginning on or after January 1, 1998. by replacing the
dollar amount "$3,500" with the dollar amount "$5,000."
15. Section 9.7 is hereby amended so that subsection (a) of such
Section shall read as follows, effective for Plan Years beginning after December
31, 1996:
"(a) Notwithstanding anything in this Plan to the contrary, a
Participant's entire interest in the Plan (valued as provided in Section 11.4),
shall be distributed to the Participant (or if elected by the Participant shall
commence to be distributed in installments as provided in Section 9.2) no later
than the required commencement date. The required commencement date shall be
April 1 of the calendar year following the calendar year in which the
Participant attains age seventy and one half (70 1/2), provided that the
required commencement date shall not be earlier than April 1 of the calendar
year following the calendar year in which the Participant retires unless:
(i) The Participant is a Five Percent Owner as described in Section
17.6(b)(iii); or
(ii) The Participant attains age seventy and one half (70 1/2) on or
before December 31, 1998, and so elects, in such manner as shall be determined
by the Committee."
16. Section 16.17 is hereby added to read as follows:
"16.17 Provisions Regarding Qualified Military Service.
(a) In addition to the rights otherwise described in Section
3.3 and 5.1, a Participant who is reemployed as an Eligible Employee following
Qualified Military Service may elect to cause a portion of his or her Plan
Compensation to be contributed to the Plan on his or her behalf as a Pretax
Savings Contribution (and may elect to make additional Contributions) under
the Plan (in the amount determined under subsection (b) or such lesser amount
as may be elected by the Participant). Such contributions may be made during
the period which begins on the date of the reemployment of such Participant
as an Eligible Employee and has the same length as the lesser of: (i) five
years or (ii) three times the period of Qualified Military Service which
resulted in such rights. Such election shall be made in accordance with
such rules as may be specified by the Committee.
(b) The amount which may be contributed by the Participant
pursuant to subsection (a) shall be the maximum amount of the Pretax Savings
Contributions (and Participant Contributions) that the Participant would have
been permitted to make under the Plan (in accordance with the limitations
applying under the Plan) during the period of Qualified Military Service if
the Participant had continued to be employed as an Eligible Employee during such
period and had received Compensation as determined under subsection (f),
but reduced for any Pretax Savings Contribution or Participant
contributions actually made during the period of such Qualified Military
Service.
(c) A Company Matching Contribution shall be made with respect
to any Pretax Savings Contributions made pursuant to subsection (a) in the
amount which would have been required had such Pretax Savings Contribution
actually been made during the period of such Qualified Military Service.
(d) Any contribution made on behalf of any Participant under
this Section 16.17 shall be credited to the Participant's Accounts as of the
date such contribution is actually made to the Plan. Nothing in this Section
16.17 shall entitle any Participant described in this Section to receive any
allocation of forfeitures or earnings for the period of Qualified Military
Service regarding the contributions described in this Section 16.17.
(e) Any contribution which is made to this Plan and which is
required by the terms of Section 16.17:
(i) Shall not be subject to any otherwise applicable
limitations contained in Article VI of the Plan and shall not be taken into
account in applying such limitations or similar limitations to any other
contributions or benefits under the Plan or any other plan maintained by the
Company or any Affiliated Company; and
(ii) Shall be subject to the limitations referred to in
paragraph (i) with respect to the year or years to which the contribution
relates (in accordance with such rules as may be published under Code Section
414(u)(1)(B)).
(f) Solely for purposes of Section 6.5, a Participant who is
in Qualified Military Service shall be treated as receiving Compensation
during the period of Qualified Military Service equal to either:
(i) The Compensation the Participant would have received
during such period if the Participant were not in Qualified Military Service,
determined based on the rate of Compensation the Participant would have received
but for the absence during the period of Qualified Military Service; or
(ii) If the Compensation the Participant would have
received during such period was not reasonably certain, the Participant's
average Compensation during the twelve-month period immediately preceding
the Qualified Military Service (or, if shorter, the period of employment
immediately preceding the Qualified Military Service).
(g) If a Participant is reemployed following Qualified
Military Service, such Participant shall be treated as not having incurred
a Break in Service under this Plan for the purpose of determining the
nonforfeitability of the Participant's accounts under the Plan and for the
purpose of determining the accrual of benefits under the Plan.
(h) Upon any reemployment following Qualified Military
Service, each period of military service served by the Participant who is
reemployed shall be deemed to constitute service as an Eligible Employee for
the purpose of determining the nonforfeitability of the Participant's accrued
benefits under the Plan and for the purpose of determining the accrual of
benefits under the Plan.
(i) Notwithstanding any provision of Section 8.4 that may be
to the contrary, the Committee in its discretion may suspend repayments of any
loans made pursuant to Section 8.4 during periods of Qualified Military Service,
under such uniform rules as may be adopted by the Committee.
(j) For purposes of Section 16.17, the term "Qualified
Military Service" means any service in the uniformed services (as defined
in chapter 43 of title 38 of the United States Code) by any individual if such
individual is entitled to reemployment rights under such chapter with respect to
such service, provided that the individual is reemployed pursuant to such
right."
17. The provisions of this Fourth Amendment shall be subject to and
shall be deemed to include such modifications, if any, as may be required to
obtain a determination from the Internal Revenue Service that the Plan, as
amended, retains its qualified status under Internal Revenue Code Section 401
(upon a timely request for such a determination).
18. Except as set forth in this Fourth Amendment, the provision of the
Plan, as previously in effect, shall continue in full force and effect.
In Witness Whereof, Rohr, Inc., has caused its duly authorized officers
to execute this Fourth Amendment this day of , 1997.
ROHR, INC.
By:
--------------------------------
Richard W. Madsen
Vice President and
General Counsel
<PAGE>
FIFTH AMENDMENT
TO THE
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
(Amended and Restated 1994)
The Pretax Savings Plan for the Salaried Employees of Rohr, Inc.
(Amended and Restated 1994) is hereby amended as follows, pursuant to the
provisions of Section 14.1 of such Plan. The purpose of this Fifth Amendment is
reflect the effect of the anticipated acquisition of the Company by The
B.F.Goodrich Company.
1. Section 1.2 is hereby amended to replace the words "Rohr, Inc.
stock fund" with words "Employer Stock Fund."
2. Section 2.18A is hereby added to read as follows:
"2.18A "Employer Common Stock" means common stock of Rohr,
Inc., or any successor to Rohr, Inc., provided that if the stock of Rohr, Inc.,
is not publicly traded and more than fifty percent (50%) of the common stock of
Rohr, Inc., is owned by a parent corporation whose stock is publicly traded,
"Rohr Common Stock" shall refer to the common stock of that parent corporation."
3. Section 2.18B is hereby added to read as follows:
"2.18B "Employer Stock Fund" means an Investment Fund
(formerly called the "Rohr Fund") which shall be invested solely in Employer
Common Stock and in short term liquid investments necessary to satisfy such
fund's potential cash needs for transfers and payments."
4. Sections 2.34 and 2.35 are hereby deleted.
5. Section 4.1, subsection (g), is hereby amended to read as follows:
"(g) All Company Matching Contributions made with reference to
Pretax Savings Contributions allocable to Plan Compensation payable on or after
March 1, 1992, but before January 1, 1995, shall be applied to the Employer
Stock Fund in one, or a combination, of the following manners:
(i) Such Company Matching Contributions (which may include
application of forfeitures of interests in the Employer Stock Fund) shall be
made in the form of Employer Common Stock unless the Board of Directors
determines that such contributions shall be made in the form set forth in
paragraph (ii) below. For purposes of this Section 4.1, the amount of any such
contribution shall be determined with reference to the value of such
Employer Common Stock determined in the manner set forth in Section 11.6(a)
as of the actual day of such contribution (irrespective of whether such stock
has been registered under securities laws).
(ii) The remaining part or all of such Company Matching
Contribution (which may include application of forfeitures of interest other
than interests in the Employer Stock Fund) shall be made in the form of cash.
Such cash shall be applied solely to purchase Employer Common Stock."
6. Section 8.1, subsection (b), paragraph (iii), is hereby amended to
read as follows:
"(iii) Except as may otherwise be determined by the Committee,
withdrawals pursuant to this Section 8.1 (or pursuant to Section 8.2 or 8.3)
from any of the Accounts listed in subsection (a) above shall be taken pro rata
from the Investment Funds in which the Participant's Accounts are invested
and shall be payable in cash, provided that the Participant may elect that
any such withdrawal from the Employer Stock Fund shall be distributable in
whole shares of Employer Common Stock. No distribution under any of such
Sections shall be made from the Employer Stock Fund if the Committee, in
its discretion, determines that the distribution of such stock would or
might require registration or qualification of such stock under federal or state
securities laws."
7. Section 9.1 is hereby amended to read as follows:
"9.1 Form of Benefit Payments. The benefits payable under any
Section of this Article 9 (whether payable in a simple lump sum or in
installments) shall be paid in cash, except that the Participant may elect that
the portion of an account which is invested in the Employer Stock Fund shall be
distributed in the form of certificates for whole shares of Employer Common
Stock (with cash in lieu of any fractional shares)."
8. The first sentence of Section 9.2, subsection (d), is hereby amended
to read as follows:
"Distributions from this Plan shall be made in a single lump sum,
provided that (except as otherwise limited by this Plan) any person who is
entitled to receive more than $5,000 (including any portion of such Accounts
that may be distributable in the form of Employer Common Stock) may elect to
receive such distribution in substantially equal annual installments (subject
to the provision for revaluations set forth in subsection (e) below).
" 9. Section 9.5 is hereby amended to read as follows:
"9.5 Distribution of Small Accounts. A Participant who has had a
Termination of Employment for any reason other than death, the Beneficiary
of any deceased Participant, or the Alternate Payee under any Qualified Domestic
Relations Order described in Section 16.14(b) whose interest in vested Accounts
has a value which is not in excess of $5,000 (including any portion of such
Accounts that may be distributable in the form of Employer Common Stock)
shall receive a distribution from the Plan in an amount equal to the value
of such Vested Accounts. Such distribution shall be made at such time as shall
be determined by the Committee or, if earlier, as soon as reasonably practical
after written request by the payee."
10. Section 9.9, subsection (f), is hereby amended to read as follows:
"(f) Nothing in this Section 9.9 shall alter any other
provisions of this Plan regarding the normal form of benefits, nor the
procedures necessary for a distributee to elect any optional form of
distribution. The terms of this Plan regarding the property to be distributed
(such as cash or Employer Common Stock) shall not be modified by this Section
9.9 (except to the extent, if any, specifically set forth herein) nor by any
conditions or restrictions that might be imposed by the direct transferee
referred to in subsection (a) above."
11. Section 10.1, subsection (c), is hereby amended to read as follows:
"(c) A fund which shall be invested solely in Employer
Common Stock, except that any dividends and other cash which shall be
received by such fund shall be invested in investments of the type described
in paragraph (a) above until such time as amounts can reasonably be invested
in Employer Common Stock (the "Employer Stock Fund")."
12. Section 10.2 is hereby amended to read as follows:
"10.2 Investment of Contributions; Investment Transfers.
(a) Each Participant shall elect the
Investment Fund (or Investment Funds) in which (or among which) amounts
contributed pursuant to any provision of this Plan and allocated to any of
the Participant's Accounts shall be invested, provided that no more than
twenty-five percent (25%) of such amounts being contributed at any time may be
invested in the Employer Stock Fund.
(b) Each Participant (and each Beneficiary of any
such Participant who is deceased and each Alternate Payee) shall also be
permitted, from time to time, to elect to transfer all or a portion of the
amounts held in his Accounts out of one or more Investment Funds and into
one or more other Investment Funds, provided that after such transfer, no more
than twenty-five percent (25%) of the amounts held in his Accounts may be
invested in the Employer Stock Fund. Unless otherwise determined by the
Committee, any fees and costs imposed as a result of any such election shall be
charged to the Accounts of the Participant or other person making such election.
(c) The Committee shall select the
particular Investment Fund or Funds in which Trust Fund assets shall be invested
only with respect to that portion of the Trust Fund, if any, for which no
election shall be in effect pursuant to this Section 10.2.
(d) Any election pursuant to this Section 10.2
shall take effect as soon as reasonably practical after the Participant
has complied with all requirements for such election provided that any
transfer into or out of the Employer Stock Fund shall be made as of the first
business day of the month after such election is completed (or the first
business day of the next ensuing month if such election is completed after the
5th day of the month).
(e) Following the exchange of stock of Rohr, Inc.,
for stock of BF Goodrich, Inc., in connection with the acquisition of Rohr,
Inc. by BF Goodrich, Inc., no previous or future election to cause new
contributions or transfers to be made to the Employer Stock Fund, pursuant to
subsections (a) of (b), respectively, shall be effective except for any such
elections which shall be made after the Committee adopts a resolution
authorizing resumption of such elections."
13. Section 10.5 is hereby amended to replace the words "Rohr Common
Stock" in the last sentence of such Section with the words " Employer Common
Stock."
14. Section 11.3, subsection (e), is hereby amended to replace the
words "Rohr Fund" in the last sentence of such Section with the words "Employer
Stock Fund."
15. Section 11.6 is hereby amended to read as follows:
"11.6 Valuation of the Employer Stock Fund.
(a) The Employer Stock Fund shall be valued by the Trustee, using
unit accounting or such other method (consistent with this Section) as may be
determined by the Trustee, so that each Participant's interest in such fund
shall take into account his proportionate interest in Employer Common Stock and
other assets that may be held in such fund and in the earnings and losses
attributable to all of such assets.
(b) The value of Employer Common Stock held in the Employer Stock
Fund, on any date as of which such value is to be determined, shall be
determined by the Committee by any reasonable and consistent valuation method
selected by the Committee which complies with the requirements of ERISA, the
Code and the Regulations thereunder.
(c) In the event and to the extent that the Trust Fund purchases
or sells Employer Common Stock, the purchase or sale shall be on the open
market and shall comply with the requirements of Section 408(e) of ERISA and the
value of the shares of Employer Common Stock which are purchased or sold, on
the date of such purchase or sale, shall be equal to the actual net purchase or
sales price of such shares."
16. Section 12.6 is hereby amended to read as follows:
"12.6 Investment in Employer Common Stock. Pursuant to the
provisions of this Plan, and in accordance with the purposes for which the
Plan was established and is maintained, certain portions of the Trust Fund may
be invested in Employer Common Stock thereby allowing Participants the
opportunity to share in the potential growth of the Company. The Trust
Agreements and other documents and instruments which shall be established from
time to time to implement the Plan shall include such provisions as may be
necessary or convenient to implement this purpose. Accordingly, any Investment
Managers, the Trustee, the members of the Committee and the Board Committee,
or other persons responsible for the management and control of the Trust Fund
shall not have the responsibility or authority to dispose of such investment on
the grounds of requirements for diversification or prudence of investment that
apply to other investments of the Trust Fund except to the extent otherwise
required pursuant to Sections 404(a)(1) and 404(a)(2) of ERISA."
17. Section 12.7 is hereby amended to read as follows:
"12.7 Voting and Other Rights as to Employer Common Stock.
Notwithstanding any other provisions of this Plan, the provisions of this
Section 12.7 shall govern the voting and tendering of Employer Common Stock.
The Company, after consultation with the Trustee, shall provide and pay for all
printing, mailing, tabulation and other costs associated with the voting and
tendering of Employer Common Stock.
(a) Voting.
(i) When the issuer of the Employer Common Stock
prepares for any annual or special meeting, the Company shall notify the
Trustee ten (10) days in advance of the intended record date and shall cause
a copy of all materials to be sent to the Trustee. Based on these materials
the Trustee shall prepare a voting instruction form. At the time of mailing of
notice of each annual or special stockholders' meeting of the issuer of the
Employer Common Stock, the Company shall cause a copy of the notice and
all proxy solicitation materials to be sent to each Plan participant with
an interest in Employer Common Stock held in the Trust, together with the
foregoing voting instruction form to be returned to the Trustee or its
designee. The form shall show the proportional interest in the number of full
and fractional shares of Employer Common Stock credited to the Participant's
Accounts held in the Employer Stock Fund. The Company shall provide the
Trustee with a copy of any materials provided to the Participants and shall
certify to the Trustee that the materials have been mailed or otherwise sent to
Participants.
(ii) Each Participant with an interest in the Employer Stock
Fund shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote (including not to vote) that number of shares of Employer
Common Stock reflecting such Participant's proportional interest in the
Employer Stock Fund (both vested and unvested). Directions from a Participant
to the Trustee concerning the voting of Employer Common Stock shall be
communicated in writing, or by mailgram or similar means. These directions
shall be held in confidence by the Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person. Upon its
receipt of the directions, the Trustee shall vote the shares of Employer Common
Stock reflecting the Participant's proportional interest in the Employer
Stock Fund as directed by the Participant. The Trustee shall not vote shares
of Employer Common Stock reflecting a Participant's proportional interest in
the Employer Stock Fund for which it has received no direction from the
Participant.
(iii) The Trustee shall vote that number of shares, if any, of
Employer Common Stock not credited to Participants' Accounts in the same
proportion on each issue as it votes those shares credited to Participants'
accounts for which it received voting directions from Participants.
(b) Tender Offers.
(i) Upon commencement of a tender offer for any securities held
in the Trust that are Employer Common Stock, the Company shall notify each Plan
Participant with an interest in such Employer Common Stock of the tender offer
and utilize its best efforts to timely distribute or cause to be distributed
to the Participant the same information that is distributed to shareholders of
the issuer of Employer Common Stock in connection with the tender offer, and,
after consulting with the Trustee, shall provide and pay for a means by which
the Participant may direct the Trustee whether or not to tender the Employer
Common Stock reflecting such Participant's proportional interest in the Employer
Stock Fund (both vested and unvested). The Company shall provide the Trustee
with a copy of any material provided to the Participants and shall certify to
the Trustee that the materials have been mailed or otherwise sent to
Participants.
(ii) Each Participant shall have the right to direct the
Trustee to tender or not to tender some or all of the shares of Employer Common
Stock reflecting such Participant's proportional interest in the Employer Stock
Fund (both vested and unvested). Directions from a Participant to the Trustee
concerning the tender of Employer Common Stock shall be communicated in writing,
or by mailgram or such similar means as is agreed upon by the Trustee and the
Company under the preceding paragraph. These directions shall be held in
confidence by the Trustee and shall not be divulged to the Company, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder. The Trustee shall tender or not tender shares of Employer
Common Stock as directed by the Participant. The Trustee shall not tender
shares of Employer Common Stock reflecting a Participant's proportional interest
in the Employer Stock Fund for which it has received no direction from the
Participant.
(iii) The Trustee shall tender that number of shares, if
any, of Employer Common Stock not credited to Participants' Accounts in the same
proportion as the total number of shares of Employer Common Stock credited
to Participants' Accounts for which it has received instructions from
Participants.
(iv) A Participant who has directed the Trustee to tender
some or all of the shares of Employer Common Stock reflecting the Participant's
proportional interest in the Employer Stock Fund may, at any time prior to the
tender offer withdrawal date, direct the Trustee to withdraw some or all of
the tendered shares reflecting the Participant's proportional interest, and
the Trustee shall withdraw the directed number of shares from the tender offer
prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline,
if any shares of Employer Common Stock not credited to Participants' Accounts
have been tendered, the Trustee shall redetermine the number of shares of
Employer Common Stock that would be tendered under subparagraph (iii) above if
the date of the foregoing withdrawal were the date of determination, and
withdraw from the tender offer the number of shares of Employer Common Stock not
credited to Participants' Accounts necessary to reduce the amount of tendered
Employer Common Stock not credited to Participants' Accounts to the amount so
redetermined. A Participant shall not be limited as to the number of directions
to tender or withdraw that the Participant may give to the Trustee.
(v) A direction by a Participant to the Trustee to tender
shares of Employer Common Stock reflecting the Participant's proportional
interest in the Employer Stock Fund shall not be considered a written election
under the Plan by the Participant to withdraw, or have distributed, any or all
of his withdrawable shares. The Trustee shall credit to each proportional
interest of the Participant from which the tendered shares were taken the
proceeds received by the Trustee in exchange for the shares of Employer
Common Stock tendered from that interest. Such amount shall be invested
pursuant to the Participant's election then in effect under Section 10.2.
(c) Shares Credited. For all purposes of this Section
12.7, the number of shares of Employer Common Stock deemed "credited" or
"reflected" to a Participant's proportional interest shall be determined
as of the last preceding Valuation Date. The trade date is the date the
transaction is valued.
(d) General. With respect to all rights other than the
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of Employer Common Stock credited to a Participant's
proportional interest in the Employer Stock Fund, the Trustee shall follow
the directions of the Participant and if no such directions are received, the
directions of the Committee. The Trustee shall have no duty to solicit
directions from Participants. With respect to all rights other than the
right to vote and the right to tender, in the case of Employer Common Stock
not credited to Participants' Accounts, the Trustee shall follow the directions
of the Committee.
(e) Conversion. All provisions in this Section 12.7 shall
also apply to any securities received as a result of a conversion of Employer
Common Stock."
18. Section 18.3 is hereby amended to read as follows:
"18.3 Withdrawals and Distributions from ESOP Accounts.
Withdrawals and distributions may be made from ESOP Accounts as provided in
Article 8 and Article 9. Notwithstanding any other provision of the Plan, a
Participant may elect, in such manner as shall be prescribed by the Committee,
to receive his benefits attributable to his ESOP Account in the form of
certificates for whole shares of Employer Common Stock (with cash in lieu of
whole shares) regardless of the Investment Fund or Funds in which his ESOP
Account is invested."
19. The provisions of this Sixth Amendment shall be effective upon
the closing of the acquisition of the majority of the stock of Rohr, Inc.,
directly or indirectly by BF Goodrich, Inc.
20. Except as set forth in this Sixth Amendment, the provisions of
the Plan, as previously in effect, shall continue in full force and effect.
In Witness Whereof, Rohr, Inc., has caused its duly authorized
officers to execute this Fifth Amendment this day of , 1997.
ROHR, INC.
By:
-----------------------------
Richard W. Madsen
Vice President and
General Counsel
EXHIBIT 4(c)
ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
(Restated, 1994)
EIN: 95-1607455
PLAN NO: 004
ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
(Restated, 1994)
PREAMBLE
The Savings Plan for Employees Covered by Collective Bargaining Agreements
(Restated, 1994) (the "Plan") provides eligible employees with the opportunity
to accumulate personal savings with the assistance of Company profit sharing.
This document amends and restates the provisions of the Plan as in effect on
December 1, 1994.
(a) If any determination is required to be made as of any date
prior to December 1, 1994, such determination shall be made under the
terms of the Plan, as modified by any amendments taking effect on or
before such date (including any provisions set forth in this
Restatement which specifically state such an effective date); and
(b) Any provision of this Restatement which specifically
states an effective date later than December 1, 1994, shall be
effective only as of such stated date.
Article I
Definitions
The following capitalized words and phrases as used herein shall have
the meaning as set forth below unless the context clearly otherwise requires.
1.1 "Account" or "Accounts" shall mean the record maintained pursuant
to Article V to reflect the interest of a Member in the Plan. Such Accounts
shall consist of:
(a) A "Member Contributions Account" which shall reflect amounts
attributable to Member Contributions made under Article III.
(b) A "Company Contributions Account" which shall reflect amounts
attributable to Company Contributions made under Article IV.
1.2 "Affiliate" shall mean any corporation that is a member of a
controlled group of corporations (as defined in Code Section 414(b)) that
includes the Company; any trade or business (whether or not incorporated) that
is under common control (as defined in Code Section 414(c)) with the Company;
any organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in Code Section 414(m)) that includes the Company; and
any other entity required to be aggregated with the Company pursuant to
regulations under Code Section 414(o).
1.3 "Alternate Payee" shall mean any person who becomes entitled to any
portion of the Accounts of a Member pursuant to a Qualified Domestic Relations
Order as defined in Section 11.14(b).
1.4 "Beneficiary" shall mean a person entitled to benefits in respect
of a deceased Member as determined pursuant to Article VIII.
1.5 "Board Committee" shall mean a committee of the Board of Directors
which may be appointed pursuant to Section 9.3.
1.6 "Board of Directors" shall mean the Board of Directors of Rohr,
Inc. Any action which may be taken by the Board of Directors under this Plan may
be taken by such committee as may be appointed by the Board and delegated such
authority, pursuant to Section 9.3.
1.7 "Break in Service" shall mean a twelve (12) month period during
which the Member does not complete one or more Hours of Service, as described in
Section 6.4(f).
1.8 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.9 "Committee" shall mean the management employee benefit plan
administration committee appointed by the Board of Directors pursuant to Section
9.2 to administer the Plan in accordance with its terms.
1.10 "Company" shall mean Rohr, Inc., and any Affiliate to which the
Plan has been extended by resolution of the Board of Directors and by action of
the board of directors of such Affiliate.
1.11 "Compensation" shall mean wages as defined in Code Section 3401(a)
for the purposes of income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401(a)(2)) and excluding any
Compensation in excess of the limitations specified in Code Section 401(a)(17).
Compensation for any period shall include only that compensation (as defined
above) which is paid to the Member during such period.
1.12 "Disability," shall mean that, on the basis of medical evidence
satisfactory to the Company, the Company finds that the Member is wholly and
permanently prevented from engaging in any occupation or employment for wage or
profit as the result of bodily injury or disease, either occupational or
non-occupational in cause, except such employment as is found by the Company to
be so irregular as to time and nature that it should be excepted, or is found by
the Company to be for purposes of rehabilitation. A Member shall not be deemed
totally and permanently disabled if, on the basis of proof satisfactory to the
Company, the Company finds that his incapacity arises out of chronic alcoholism,
addiction to narcotics, an injury self-inflicted or incurred while he was
engaged in a felonious enterprise, or resulted therefrom, or resulted from
service in the Armed Forces of any country. A Member who fails to establish that
he is disabled shall not thereby lose any rights he may have to benefits payable
at the time of termination of employment or otherwise.
1.13 "Eligible Employee" shall mean any person employed by the Company
or an Affiliate and who is also represented by a labor organization which has
signed an agreement making this Plan applicable to such person.
1.14 "Employee" shall mean any person who is a common law employee or a
Leased Employee of the Company or an Affiliate.
1.15 "Enrollment Date" shall mean the first day of February, May,
August, or November, occurring while the Plan is in effect.
1.16 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
1.17 "Hour of Service" shall mean:
(a) Each hour for which the Employee is paid or entitled to
payment by the Company or an Affiliate for the performance of duties.
(b) Each hour for which the Employee is paid or entitled to
payment by the Company or an Affiliate on account of a period of time
during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military
duty, or leave of absence.
(c) Each hour for which back pay (irrespective of mitigation
of damages) is either awarded or agreed to by the Company or an
Affiliate, with no duplication of credit for hours under paragraphs (a)
or (b) and this paragraph (c).
Notwithstanding the foregoing, no more than five hundred one (501)
Hours of Service shall be credited to an Employee on account of any single
continuous period during which the Employee performs no duties, unless such
period constitutes an authorized period of absence.
If and to the extent a record of an Employee's hours of employment is
not maintained by the Company or an Affiliate, the Employee shall be credited
with one hundred ninety (190) Hours of Service for each month for which the
Employee would be required to be credited with at least one Hour of Service.
Where Hours of Service are to be credited on account of a period during
which an Employee performs no duties, he shall be credited with the Hours of
Service determined under Department of Labor Regulations Section 2530.200b-2(b).
Provided there is no duplication of credit for hours during which no duties are
performed, he shall also be credited with (i) eight (8) Hours of Service for
each recognized holiday falling on an Employee's regularly scheduled workday and
paid for but not worked; (ii) eight (8) Hours of Service for each full day of
paid absence due to vacation or sick leave; and (iii) up to forty (40) Hours of
Service per week for a period not to exceed six (6) months for each separate
illness or injury, for which the Employee is on an authorized period of absence
granted by an Employer because of an industrial injury or industrial illness for
which the Employee receives Workers' Compensation benefits.
All Hours of Service shall be determined and credited to computation
periods in accordance with reasonable standards and policies consistent with
Department of Labor Regulations Section 2530.200b-2(b) and (c).
1.18 "Investment Fund," or "Funds" shall mean any of the following
funds in which the Trust Fund may be invested:
(a) "Capital Accumulation Fund" shall mean a fund which shall
be invested solely in government (federal, state and local) issued or
guaranteed obligations, debt of federal agencies, savings deposits in
banks, savings banks or savings and loan associations (including
certificates of deposit and bankers' acceptances), and in debt
obligations of corporate issuers other than (i) the Company, or (ii)
any issuer directly or indirectly controlling, controlled by or under
common control with the Company.
(b) "Equity Fund" shall mean a fund which shall be invested
solely in a diversified portfolio of securities (equities and/or debt
obligations) of issuers other than (i) the Company, or (ii) any issuer
directly or indirectly controlling, controlled by or under common
control with the Company.
(c) "Money Market Fund" shall mean a fund which shall be
invested solely in short term money market securities.
(d) "Rohr Fund" shall mean a fund which the Trustee shall
invest solely in capital stock of the Company.
1.19 "Investment Manager" shall mean the investment manager or
managers, if any, appointed pursuant to Section 9.2(d)(x).
1.20 "Leased Employee" shall mean any person (other than an employee of
the recipient) who pursuant to an agreement between the recipient and any other
person (a "leasing organization") has performed services for the recipient (or
for the recipient and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full time basis for a period of at
least one year, and such services are of a type historically performed by
employees in the business field of the recipient employer. Contributions or
benefits provided a Leased Employee by the leasing organization which are
attributable to services performed for the recipient employer shall be treated
as provided by the recipient employer. For purposes of this paragraph, the term
recipient shall mean the Company and its Affiliates.
Notwithstanding the foregoing, a person shall not be treated as a
Leased Employee if (i) such person is covered by a money purchase pension plan
providing: (1) a non-integrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Section 125, Section
402(a)(8), Section 402(h) or Section 403(b) of the Code; (2) immediate
participation; and (3) full and immediate vesting; and (ii) Leased Employees do
not constitute more than twenty percent (20%) of the recipient's non-highly
compensated workforce as defined in Code Section 414(n)(5)(C).
1.21 "Limitation Year" shall mean the calendar year.
1.22 "Maternity/Paternity Absence" shall mean an absence form work
after December 31, 1986 (i) by reason of the pregnancy of the Member, (ii) by
reason of the birth of a child of the Member, (iii) by reason of the placement
of an adopted child with the Member, or (iv) for purposes of caring for a child
born to or adopted by the member immediately after such birth or adoption. This
definition shall be applied consistent with Code Sections 411(a)(6)(E) and
411(d)(4).
1.23 "Member" shall mean and include an Employee who is eligible for
membership in this Plan and who shall have elected to participate in the Plan,
in the manner hereinafter provided, and who shall have filed a payroll deduction
authorization then outstanding under the Plan. A Member shall also include an
Employee or former Employee who still has a remaining interest in the Plan as a
result of prior eligibility and contributions.
1.24 "Member Contributions" shall mean any amounts contributed to the
Plan by a Member pursuant to Article III.
1.25 "Non-Covered Employee" shall mean an Employee of the Company or an
Affiliate who is not an Eligible Employee.
1.26 "Plan" shall refer to this Rohr, Inc., Savings Plan for Employees
Covered by Collective Bargaining Agreements (Restated 1994).
1.27 "Plan Administrator" shall mean the Committee appointed pursuant
to Section 9.2, which shall be the Plan "Administrator" for purposes of Section
3(16)(A) of ERISA.
1.28 "Plan Year" shall mean the fiscal year of the Plan, which shall be
the fiscal year of the Company which is August 1 to July 31.
1.29 "Separation from Service" shall mean any termination of the
employment relationship between an Employee and the Company and its Affiliates
and shall be deemed to occur upon the earlier of:
(a) the date on which the Employee quits, is discharged, is
laid off, retires or dies; or
(b) the first anniversary of the first day of a period in
which the Employee is (and remains) absent from the service of the
Company and its Affiliates for one or more reasons (such as vacation,
sickness, Maternity/Paternity Absence or leave of absence granted by
his employer) not enumerated in paragraph (1) above.
An Employee who transfers to an Affiliate (or to employment by the Company and
its Affiliates as a Non-Covered Employee) shall not be treated as having a
Separation from Service; provided that the provisions of this Plan limiting or
ending the rights of such transferring Employee to make contributions or to have
the Company make contributions, shall apply.
1.30 "Spouse" shall mean the person to whom a Member is legally married
on the first day of the first period with respect to which benefits are payable
under this Plan.
1.31 "Trust Agreement" shall mean any agreement in the nature of a
trust established to form a part of the Plan to receive, hold, invest, and
dispose of the assets of the Trust Fund.
1.32 "Trust Fund" shall mean the assets of every kind and description
held under any Trust Agreement forming a part of the Plan.
1.33 "Trustee" shall mean the trustee or trustees appointed pursuant to
the provisions of Article VII hereof.
1.34 "Valuation Date" shall mean each business day provided that, for
any Investment Fund or Funds, the Committee may specify less frequent Valuation
Dates (which shall be no less frequent than monthly).
1.35 "Vesting Service" shall mean service recognized for purposes of
determining a Member's vested percentage in Accounts held under the Plan. An
Employee shall be credited with Vesting Service for his service with the Company
and its Affiliates in accordance with the following provisions.
(a) An Employee shall be credited with Vesting Service for the
period of time after July 31, 1988 during which the employment
relationship exists between the Employee and Rohr, Inc. or any
Affiliate (whether or not such Affiliate is participating in this
Plan), and for such other periods of time as specified below. The
length of such service shall be determined in accordance with the
following rules:
(i) Credit shall be given to an Employee for the
period of time beginning on the first date after July 31, 1988
on which he performs an Hour of Service and ending on the date
of such Employee's Separation from Service adjusted as
described in the next sentence. Notwithstanding the foregoing,
when any Member commences his participation in the Plan, or
recommences his participation, he shall be granted Vesting
Service as if his first Hour of Service had been completed on
the August 1 coinciding with or preceding the date described
in the prior sentence, notwithstanding that he may not have
been a Member for the entire intervening period.
(ii) In the case of an Employee who has had a Separation
from Service and who is thereafter re-employed by the Company:
(A) Credit shall be given to such Employee
for the period beginning upon the date he had a
Separation from Service and ending upon the date he
first again performed an Hour of Service thereafter,
but only if the Employee performs such Hour of
Service within twelve (12) months of the date of such
Separation from Service; provided, that, if such
Employee is absent from employment for a reason other
than quit, discharge or retirement at the time of
this Separation from Service, the maximum period
which must be recognized under this Section shall
include the period beginning on the date of his
Separation from Service and ending on a date which is
twelve (12) months from the date of his original
absence.
(B) Credit shall also be given to such
re-employed Employee for the period beginning on the
date the Employee first again performs an Hour of
Service after his rehire and ending on the date the
Employee has a subsequent Separation from Service.
(iii) Whenever the total number of years of Vesting Service
of an Employee must be ascertained under this Plan, all
completed years of Vesting Service (on the basis of twelve
months equals one year) and all months of Vesting Service (on
the basis of thirty (30) days equals one month) for all
periods of employment (and for all periods during which
Vesting Service is granted pursuant to clauses (A) and (B)
above) shall be aggregated.
(b) In addition to the years of Vesting Service described in
subparagraph (i), a Member shall be credited with years of Vesting
Service equal to the greater of the amount described in subparagraph
(A) or the amount described in subparagraph (B), below:
(i) The years of service recognized on January 1,
1989 for purposes of determining the vested interest of such
Member as a Participant under the Rohr Employees Pension Plan;
or
(ii) The Years of Vesting Service which would be
recognized as of July 31, 1988 if the Member is credited with
a year of Vesting Service for each such Plan Year if he
completed at least one Hour of Service on July 31 of that year
and is treated as having a Break in Service for such year if
he did not complete at least one Hour of Service on that date.
Article II
Eligibility and Participation
2.1 Eligibility. Every Eligible Employee shall be eligible to become a
Member in the Plan on the first Enrollment Date following the end of the twelfth
(12th) calendar month following commencement of employment. For purposes of this
Section 2.1, employment shall be deemed to commence on the date the Employee
first performs an Hour of Service.
Any person who was a "Member" (as defined therein) in the Pretax
Savings Plan for the Salaried Employees of Rohr, Inc., and eligible to
contribute and actually contributing thereto, immediately prior to becoming an
Eligible Employee (as defined herein) may join this Plan without waiting for the
next Enrollment Date, provided that contributions to such Pretax Savings Plan
are immediately terminated. In addition, any Eligible Employee who is reinstated
may also enroll in this Plan provided he does so within four (4) weeks of his or
her reinstatement and further provided that he or she was contributing to this
Plan at the time of his or her termination. No person may continue to make
contributions to this Plan who no longer meets the qualifications of a Member as
defined herein.
2.2 Membership. An Eligible Employee who has met the service
requirement described in Section 2.1 may become a Member by filing an
application, within thirty (30) days before the Enrollment Date on which he is
to become a Member, in such form and with such person as the Committee shall
designate. Such application shall:
(a) designate the amount of his contribution to be made to the
Plan pursuant to Article III and authorize its deduction from his
Compensation payable by the Company with the payment thereof to be made
to the Trustee on his behalf;
(b) specify to which Investment Fund or Investment Funds said
amount, and the corresponding contribution to be made by the Company
pursuant to Article IV, are to be allocated as provided at Article V;
(c) designate a Beneficiary in accordance with Article VIII
hereof to receive any payment which may be due under the Plan upon his
death; and
(d) contain such other or additional information as in the
opinion of the Committee is desirable or necessary in the operation of
the Plan.
2.3 Membership Voluntary. Membership of any Eligible Employee in
the Plan shall be entirely voluntary.
2.4 Termination of Election to Contribute. Any election under Section
2.2 to contribute to this Plan shall cease in the case of any Member who ceases
to be an Eligible Employee for any reason, excepting those Members who terminate
under Section 6.1(b), whose elections to contribute shall terminate four (4)
weeks after layoff. Upon re-employment covered under the Plan, such former
Member may elect, in the manner provided in Section 2.2 (but without regard to
completion of any additional service after re-employment), to resume
contributions to the Plan.
2.5 Periods Not Receiving Wages. Regardless of the Eligible Employee's
eligibility to continue as a Member under this Plan, an Eligible Employee shall
not be entitled to contribute to the Plan, and no deduction shall be made
pursuant to his payroll deduction authorization, in or for any period in which
he is not receiving wages as an Eligible Employee; provided, however, that such
failure to receive wages shall not, by itself, create a suspension hereunder.
2.6 Voluntary Withdrawal. A Member may voluntarily withdraw from
participation in the Plan by filing an application for withdrawal of funds in
such form and with such person as the Committee shall designate. Such withdrawal
shall be paid as soon as reasonably practical and shall result in the
forfeitures described at Section 6.4. A Member who withdraws from the Plan may
again become a Member on a subsequent Enrollment Date in the manner specified in
Section 2.2, provided he then meets the requirements for eligibility and at
least twelve (12) months have passed since the date such withdrawal became
effective.
Article III
Member Contributions
3.1 Payroll Deductions. Each Member may elect to contribute any of the
following amounts to the Plan for each two-week period so long as he continues
to participate in the Plan: $10, $20, $30, $40, $50, $60, $64, $70; $80, $90,
$100, $110, $120, $130, $134 or $140. Such election shall be made in the manner
specified under Section 2.2(a) and shall be subject to the other terms of
Article II and Section 3.2 of this Plan. All of such contributions shall be made
solely by payroll deductions taken from wages at each payroll date.
Such Member contributions shall be paid to the Trustee as soon as
reasonably practical following the payroll date as of which the deduction is
made, and thereupon shall be invested in the Funds determined pursuant to
Article V and VII hereof.
In the event the Company has suspended its contributions to the Plan,
as provided for herein, or is otherwise prohibited from making such
contributions, then so long as the Plan has not been terminated, the Members may
continue to make their own contributions, but the Company shall not thereby
incur any obligation to subsequently match such continuing Member contributions
made during such period of suspension or prohibition.
3.2 Change of Specified Amount of Contribution. A Member may change the
amount of contribution made under Section 2.2(a) to another amount permitted
therein by filing an application to change such amount in such form and with
such person as the Committee shall designate. A Member who specifies that no
contributions shall be deducted from his Compensation may not again begin
further contributions sooner than three (3) months after the first payroll date
for which no contribution is made by that Member.
3.3 Effective Date of Elections. Any election to make Member
Contributions pursuant to Section 3.1 (and any modification or discontinuance of
such election pursuant to Section 3.2) shall be effective as of the first day of
the first payroll period which ends on or after the date that the Member has
complied with all requirements necessary for such election to be effective. Such
elections shall continue in each pay period until the effective date of any
subsequent changed election, or of the discontinuance of Member Contributions,
or until the Member ceases to be an Eligible Employee.
3.4 Limitation on Contributions. Notwithstanding the provisions of
Section 3.1, no Member may contribute, in the aggregate, more than ten percent
(10%) of his aggregate Compensation for employment with the Company for all of
the years in which he was a Member of this Plan.
Article IV
Company Contributions
4.1 Payment by Company.
(a) The Company shall pay to the Trustee an amount equal to
twenty five percent (25%) of the first seventy dollars ($70.00) of the
contribution made by each Member for any two-week period referred to in
Section 3.1 provided that the maximum Company contribution for any
Member for any such two-week period shall be seventeen dollars and
fifty cents ($17.50).
(b) The aggregate of such Company contributions to the Plan
shall be reduced by an amount equal to the forfeitures (if any)
described at Section 6.4 and 6.5 to the extent that such forfeitures
are applied to Accounts of Members in the manner described in this
Section 4.1.
(c) Notwithstanding any provision of this Plan, the aggregate
contributions payable by the Company at any time shall not exceed its
then accumulated earnings and profits, as determined from the financial
accounting records (and not the tax accounting records) of the Company
prepared by its accounting department in accordance with generally
accepted accounting principals. Such payment by the Company shall be
made no later than once each month at a time when the Company has
determined whether during the preceding quarter it then had any current
or accumulated earnings and profits.
4.2 Form of Contribution. Contributions by the Company shall be in the
form of cash.
4.3 Investment of Company Contributions. The Company contributions made
hereunder shall be invested by the Trustee in the separate Investment Funds in
the same proportion as the contributions made by Members to which such Company
contributions correspond.
4.4 No Recovery of Contributions. No part of the contributions paid by
the Company to the Trustee shall be recoverable by the Company (subject,
commencing with the first year in which the provisions of ERISA are applicable,
to the Company's right to a return thereof, within one year of making such
contribution, in the case of either (a) a contribution made or calculated as a
result of or mistake in fact, or (b) a contribution made for any period in which
the Plan is not qualified under Sections 401 and 501 of the Code, or made and
for which a deduction by the Company is disallowed as a deduction from current
income).
4.5 Limitation on Liabilities. Except as otherwise provided by law, no
liability for the payment of benefits under the Plan shall be imposed upon the
Company, its officers, directors, employees, or shareholders, or the Committee
or any of its members, nor shall they be subject to any suit or litigation or to
any legal liability for any cause, or reason, or thing whatsoever in connection
with the Plan or in connection with the operation of the Trust Fund, and each
Member and each Beneficiary shall be deemed to have released the Company, its
officers, directors, employees and shareholders and the Committee and each of
its members from any such liability. This shall not affect any obligation of the
Company to pay any specific contribution to the Trustee which has accrued under
this Plan and which the Company is therefore obligated to pay, nor shall it
affect the right, if any, of a Member or Beneficiary to seek redress against the
proper person or persons, corporation, firm or trustee who violate his vested
rights.
4.6 Limitation on Contributions.
(a) Notwithstanding anything to the contrary contained in this
Plan, the total Annual Additions under this Plan to a Member's Accounts
for any Plan Year shall not exceed the lesser of $30,000 (or, if
greater, one fourth of the dollar limitation in effect for such year
under Section 415(b)(1)(A) of the Code) or 25% of the Member's total
Compensation from the Company for the Plan Year.
(b) For purposes of this Section, the term "Annual Additions"
shall mean, for any Plan Year, the amount credited to a Member's
accounts from the Company contributions including forfeitures plus the
sum of the Member's required and voluntary contributions to the Plan.
(c) If the Company or any Affiliate is contributing to any
other defined contribution plan for its Employees, then any Member's
annual additions in such other plan shall be aggregated with such
Member's Annual Additions in this Plan for purposes of the limitation
of subsection (a).
(d) If a Member of this Plan is also a Member of a defined
benefit plan to which contributions are made by the Company or any
Affiliate then, in addition to the limitation contained in subsection
(a), such Member shall be subject to the limitations set forth in
Section 415(e) of the Code.
(e) If the Annual Additions to a Member's Accounts would
exceed the foregoing limitations, contributions made by the Member to
all defined contribution plans maintained by the Company or any
Affiliate shall be refunded and matching Company or Affiliate
contributions shall be forfeited to the extent necessary to prevent
such limitations from being exceeded, but only after reducing benefits
accruing under any defined benefit plan to the extent provided in the
provisions of such Plan related to Section 415 of the Code. Any
forfeiture described in this Section shall be applied as provided in
Section 5.7.
Article V
Member Accounts
5.1 Initial and Annual Investment Options.
(a) A Member's contributions may be invested either in the
Capital Accumulation Fund, the Equity Fund, the Money Market Fund, or
the Rohr Fund in any combination of twenty-five percent (25%)
increments as the Member shall elect in writing in the form and to such
person as specified by the Committee. A Member's initial investment
election hereunder shall be stated in his notice of election to become
a Member.
(b) Each investment election hereunder shall remain in effect
until changed by the Member, and may be changed once each calendar
quarter, only to another investment election permitted hereunder. Such
change shall be made by notice to the Company in such form and to such
person or persons as the Committee shall designate. Such election shall
be effective as soon as reasonably practical but no later than with the
amount contributed by the Member from his wages for the first pay
period ending in the first month beginning more than thirty (30) days
following such election.
5.2 Account Organization. There shall be maintained for each Member a
separate Account which shall show in dollars the contributions made by the
Member and the corresponding contribution made by the Company and shall show in
which Investment Fund or Funds such Member's Account is invested. Such Account
shall be maintained so as to permit determination of the amount of such Account
which is attributable to Company contributions (the "Company Contributions
Account") and the amount attributable to Member contributions (the "Member
Contributions Account").
5.3 Fund Transfers. Once each calendar quarter, a Member may elect that
all or a portion of the amount held in any Investment Fund (the "predecessor
fund") held in his Account as of that date shall be transferred on such date to
any other Investment Fund described in Section 5.1(a) (the "successor fund"),
subject to the restrictions described below which prohibit the transfer of
amounts from any Fund to the Rohr Fund. Such election must be filed in writing,
in such form and with such person as the Committee shall designate, and shall be
effective as soon as reasonably practical after the elected effective date of
such transfer. At the option of the Member, such election may apply to either
twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or
one hundred percent (100%) of the value of the predecessor fund credited in his
Account. In the event of such election:
(a) the designated percentage of the amount of the predecessor
fund credited to his Account with respect to both Member and Company
contributions shall be canceled;
(b) the dollar value thereof shall be determined and
transferred to the successor Fund; and
(c) an amount shall be credited in such successor Fund
equivalent to the amount so transferred, based on the value of the
successor Fund.
No Member may elect to transfer any portion of his existing balance in any Fund
to the Rohr Fund. However, this provision shall not prohibit the transfer of any
amount from the Rohr Fund to any other Fund.
5.4 Credits to Accounts. The Account of each Member shall be credited
with a value equivalent to the total dollar amount of contributions made by such
Member and the total dollar amount of contributions made by the Company on
behalf of the Member upon receipt of such contributions.
5.5 Valuation of Accounts. Each Investment Fund shall be valued as of
each Valuation Date applying to the Investment Fund. The value of any Account at
any time shall be equal to the sum of the values of its interest in each
Investment Fund as of the latest Valuation Date of such Investment Fund. In
making such valuations, assets for which there is a readily ascertainable market
shall be valued by the Trustee at their fair market value, determined by the
last known sale on the Valuation Date as of which the market value is
determined. In the absence of a sale on the Valuation Date, the fair market
value of such assets, as well as other assets for which there is no readily
ascertainable fair market value, shall be determined by the Trustee in such
uniform and consistent manner, approved by the Committee, as the Trustee shall
consider appropriate. The value of any guaranteed investment contract or similar
interest may be determined by the Trustee in accordance with its average daily
book value or such other similar method as may be in accordance with established
procedures that are generally followed for purposes of arms' length transactions
involving such asset.
5.6 Valuation of the Rohr Fund.
(a) The Rohr Fund shall be valued by the Trustee, using unit
accounting or such other method (consistent with this Section) as may
be determined by the Trustee, so that each Member's interest in such
Fund shall take into account his proportionate interest in Rohr Common
Stock and other assets that may be held in such Fund and in the
earnings and losses attributable to all of such assets.
(b) The value of Rohr Common Stock held in the Rohr Fund, on
any date as of which such value is to be determined under this Plan,
shall be determined by any reasonable and consistent valuation method
selected by the Committee which complies with the requirements of
ERISA, the Code and the Regulations thereunder.
(c) In the event and to the extent that the Trust Fund
purchases or sells Rohr Common Stock, the purchase or sale shall be on
the open market and shall comply with the requirements of Section
408(e) of ERISA and the value of the shares of Rohr Common Stock which
are purchased or sold, on the date of such purchase or sale, shall be
equal to the actual net purchase or sales price of such shares.
5.7 Applications of Forfeited Contributions. Any of the securities or
cash in a Member's Account which shall be forfeited pursuant to any provisions
of the Plan shall be applied, as soon as practicable, to reduce the amount of
Company contributions under the Plan or, if the Plan shall be terminated, the
value of such securities and cash not so applied from time to time shall accrue
ratably to the remaining Members in the Plan as of the date of termination.
5.8 Rights in Accounts. A Member shall not have any interest in, or
right or power in respect of, Company contributions or earnings thereon, whether
or not credited to his Accounts, except as provided in the Plan.
Article VI
Benefits and Withdrawals
6.1 Circumstances Resulting in Full Vesting. Notwithstanding the
provisions of Section 6.2, a Member shall become fully vested in his Accounts
upon the termination of his employment for any one of the following reasons:
(a) termination of his employment to receive early, normal,
late or disability retirement benefits for which he is qualified under
a pension plan of the Company or an Affiliate; or
(b) his layoff for medical reasons (other than those excluded
by Section 1.12) or his having been laid off as a result of a reduction
in the working force; or
(c) his death while an Employee of the Company or an
Affiliate; or
(d) his entry into the Armed Forces of the United States,
other than temporary service with Reserve or National Guard units; or
(e) his permanent and total Disability for a continuous
period of six (6) months or more; or
(f) his attainment of age sixty-five (65); or
(g) his having been terminated as a result of the withdrawal
of an Affiliate with which he was employed from participation in the
Plan and the sale of the Affiliate or its business by the Company.
6.2 Vesting. Except as provided in Section 6.1, upon and after
voluntary withdrawal under Section 2.6 or upon termination of employment, a
Member shall be vested in a percentage of each of his Accounts equal to the
Member's vested percentage as determined pursuant to the following schedule:
Years of Vesting Service Vested Percentage
------------------------ -----------------
1 20%
2 40%
3 60%
4 80%
5 100%
6.3 Credit for Company Contribution. A Member or Beneficiary who
receives a payment from an Account pursuant to the provisions of Section 6.1,
shall be entitled to a Company contribution for all contributions made by said
Member, including such Member's contributions collected by the Company but not
yet posted to his Account and those Member contributions which have been posted
but for which the Company has not then deposited its Company contribution with
the Trustee.
6.4 Forfeitures.
(a) If a Member's employment with the Company and all
Affiliates terminates for any reason, that portion of the Member's
interest in the Plan which was not vested at the time of such
termination (or as a result of such termination pursuant to Section
6.1), shall be forfeited if the Member subsequently has five (5)
consecutive one-year Breaks in Service (as determined pursuant to
subsection (f) of this Section 6.4) after such termination, except that
this provision shall not apply if, prior to such forfeiture, the Member
is re-employed by the Company or an Affiliate after such termination.
No amount forfeited under this subsection (a) shall be subject to
restoration.
(b) Upon the voluntary withdrawal of a Member from the Plan
pursuant to Section 2.6 or 6.5(a), such Member shall thereupon forfeit
any Company Contributions credited to such Member's Accounts as to
which the Member has no vested interest and the non-vested portion of
any interests which are partially vested pursuant to Section 6.2, and
which are to paid to him pursuant to such withdrawal. Except as
provided in subsection (c) hereof, such Member shall have no further
rights with respect to such amounts.
(c) A Member who has voluntarily withdrawn from the Plan under
Section 2.6 or 6.5(a) and thereby suffered a forfeiture as provided in
subsection (b) may elect to have the forfeited amount of his interest
in the Plan restored by making a cash repayment to the Plan in the
amount described in subsection (d). A repayment under this Section may
not be made at any time after the Member's non-vested interests forfeit
pursuant to subsection (a) above and may only be made while the Member
is an Employee of the Company or an Affiliate and (i) in the case of a
withdrawal pursuant to Section 6.4(a), before the earlier of (A) five
(5) years after the first date on which the Member is subsequently
re-employed by the Company or an Affiliate or (B) the close of the
first period of five (5) consecutive Breaks in Service commencing after
the withdrawal; or (ii) in the case of a withdrawal under Section 2.6,
within five (5) years of the Member's voluntary withdrawal from the
Plan.
(d) Any repayment described in subsection (c) shall be in a
lump sum, in cash in an amount equal to the dollar amount distributed
to the Member at the time of his voluntary withdrawal from the Plan, as
provided in Section 6.2. Such amount shall not be increased to reflect
interest.
(e) In the event of a repayment described in subsections (c)
and (d), such Member's Account shall be reinstated in the following
manner:
(i) The dollar amount repaid by the Member shall be
credited upon receipt to the Accounts in which such amount was
invested immediately prior to the Member's withdrawal. Such
dollar amount shall be invested in accordance with the
Member's investment election then in effect under Section 3.1
and shall be fully vested.
(ii) The dollar amount forfeited at the time of
withdrawal shall be credited upon receipt of the Member's
repayment) to the Accounts in which such amount was invested
immediately prior to withdrawal. Such dollar amount shall be
invested in accordance with the Member's investment election
then in effect under Section 3.1. No adjustment to such
forfeited amount shall be made for the intervening gains or
losses by any Investment Funds. Vesting in such portion of the
Member's Accounts shall be determined under Section 6.7.
(f) For purposes of this Section 6.4, a Member shall have a
"Break in Service" if he does not perform any Hour of Service during
the twelve (12) month period commencing on his Separation from Service
or commencing on any anniversary of such date.
(g) If a Member takes a Maternity/Paternity Absence, then,
solely for purposes of determining whether the Member has terminated
employment or has a Break in Service, the Member shall be given credit
for each Hour of Service which would have been completed but for such
Maternity/Paternity Absence, up to a maximum of five hundred one (501)
hours. If the number of Hours of Service which would have been
completed but for such Maternity/Paternity Absence cannot otherwise be
determined, then the Member shall be credited with eight (8) Hours of
Service for each day of such Maternity/Paternity Absence. Hours of
Service credited to a Member with respect to a Maternity/Paternity
Absence shall be credited solely to the year in which such
Maternity/Paternity Absence commences if required to prevent a Break in
Service from occurring or, if not so required, then solely to the first
subsequent year.
6.5 Distributions Upon or After Termination of Employment.
(a) Upon or after the date of a Member's Separation from
Service for any reason, the Member may elect a voluntary withdrawal of
the portion of his Accounts under the Plan which is vested (including
any portion which became vested pursuant to Section 6.1), provided that
if the value of the Member's vested interest in his Accounts is not in
excess of three thousand five hundred dollars ($3,500). the Member
shall be deemed to have elected such distribution. If such a withdrawal
is elected, the provisions of Section 6.4 regarding forfeitures and
restoration of forfeited amounts shall apply.
(b) Upon the death of a Member, the vested portion (determined
pursuant to Section 6.1, if the Member was an Employee of the Company
or an Affiliate at the time of his death) of the Members' Account shall
be distributed to the Member's Beneficiary, provided that if the value
of the Beneficiary's interests under the Plan do not exceed three
thousand five hundred dollars ($3,500). the Committee may permit the
Beneficiary to elect to defer such distribution (subject to the
limitations set forth in Section 6.11).
(c) If a Member does not voluntarily terminate his interest in
and withdraw from the Plan at or after the time of his Separation from
Service as provided in subsection (a) of this Section 6.5, the Accounts
of such Member shall be held and invested in the same manner as if that
Member had not terminated employment except that: (i) the provisions of
Section 6.4(a) regarding forfeitures shall apply and (ii) such Member
shall not be allowed to make contributions to the Plan for any period
in which he is not an Eligible Employee or receiving a wage in
accordance with Section 2.5. In such case, the vested portion of the
Member's Accounts shall be distributable on the date specified in
subsection (b) of Section 6.10 (or, if earlier, upon the date
determined pursuant to Section 6.11 below).
6.6 Application of Forfeitures. Any sums forfeited pursuant to the
provisions of Section 6.4 shall be applied as provided in Section 5.7.
6.7 Special Vesting Rule. If a Member receives a distribution due to
his withdrawal with respect to any portion of his Account as to which he is only
partially vested, and such Member later repays the amount of such distribution
and thereby restores the forfeited amount to his interest in the Plan as set
forth in Section 6.4(b) or in Section 6.5, such restored distribution shall
continue to vest as set forth in Section 6.2 but without credit or consideration
for vesting purposes of the time between such distribution and repayment.
6.8 Partial Withdrawals. A Member may withdraw a part of the
dollar value of his Member's Account subject to the following conditions and
limitations:
(a) such withdrawal may not be in an amount less than one
hundred dollars ($100) and any additional amount must be in added
increments of fifty dollars ($50); and
(b) a period of six (6) months must have elapsed since the
last partial withdrawal; and
(c) the amount withdrawn shall be limited to:
(i) the then current dollar value of all the Member's
contributions which were made not less than seventeen (17) Plan
quarter years prior to the date of such withdrawal;
(ii) the then current value of all Company
contributions which are then one hundred percent (100%) vested.
For these purposes, a Company contribution made for the account of a
Member is one hundred percent (100%) vested only when the entire
said Company contribution could be voluntarily withdrawn from the
Plan without any forfeiture of any part thereof; and
(d) such partial withdrawal is approved by the Committee, as
being required to relieve financial hardship caused by the occurrence
of such an event as an illness or disability of such Member or of a
dependent member of his immediate family, or a situation beyond such
Member's control that involves serious financial loss.
6.9 No Participation After Withdrawal. For a period of six (6) months
next following such partial withdrawal under Section 6.8, such Member shall not
be permitted to make contributions and corresponding contributions by the
Company will not be made.
6.10 Payment of Benefit.
(a) The whole or any portion of the amount payable under this
Article VI shall be paid in cash. With respect to any amount payable
under this Article VI from that portion of a Member's Account which is
allocated to the Rohr Fund, the Committee may, in its discretion,
direct such payment to be made wholly or partly in kind, whether or not
requested to do so by the person entitled to receive such payment. Any
Company stock transferred to a Member or Beneficiary shall be in the
form of a certificate in the name of the Member or Beneficiary.
(b) Unless the Member otherwise elects, the payment of
benefits under the Plan shall begin not than the sixtieth (60th) day
after the close of the Plan Year in which occurs the latest of:
(i) the tenth anniversary of the year in which
the Member commenced participation in the Plan;
(ii) the Member's Separation from Service; or
(iii) the Member's attainment of age sixty-five (65).
6.11 Limitations on Deferral of Distributions.
(a) Notwithstanding any other provisions of this Plan, the
Member's entire vested interest under this Plan shall be distributed
not later than April 1 of the calendar year following the calendar year
in which the Member attains age seventy and one-half (70 1/2). If any
additional amount subsequently is added to such Member's Accounts, an
additional distribution shall be made as of each successive April 1 to
the extent required by Internal Revenue Service Regulations adopted
under Code Section 401(a)(9).
(b) Notwithstanding any other provisions of this Plan, if a
Member dies before distribution of the Member's Accounts under this
Plan, the entire amount, if any, which is distributable by reason of
the death of the Member shall be distributed to the Member's
Beneficiary within five (5) years after the death of the Employee.
6.12 Direct Transfers to Other Trustees.
(a) In the event that any distribution from this Plan would be
an "eligible rollover distribution", the distributee of such
distribution may elect to have such distribution paid directly from
this Plan to an "eligible retirement plan", subject to the conditions
set forth in this Section 6.12.
(b) For purposes of this Section 6.12, the term "eligible
rollover distribution" has the meaning given such term by Section
402(c) of the Code, including such term as incorporated in Code Section
403(a)(4) and 403(b)(8), and a rollover distribution referred to in
Code Section 408(d)(3)(A)(ii).
(c) For purposes of this Section 6.12, the term "eligible
retirement plan" has the meaning given such term by Section
402(c)(8)(B) of the Code, except that a qualified trust shall be
considered an eligible retirement plan only if it is a defined
contribution plan, the terms of which permit `the acceptance of such
rollover distribution.
(d) An election under this Section 6.12 shall be made at such
time and in such form as shall be specified in procedures adopted by
the Committee and such election shall specify the eligible retirement
plan to which the distribution shall be paid.
(e) Such election shall not apply to the extent that the
eligible rollover distribution would not be includable in the
distributee's gross income for federal income tax purposes if such
direct transfer were not made.
(f) Nothing in this Section 6.12 shall alter any other
provisions of this Plan regarding the normal form of benefits, nor the
procedures necessary for a distributee to elect any optional form of
distribution. The terms of this Plan regarding the property to be
distributed (such as cash or Rohr stock) shall not be modified by this
Section 6.12 (except to the extent, if any, specifically set forth
herein) nor by any conditions or restrictions that might be imposed by
the direct transferee referred to in subsection (a) above.
(g) The provisions of this Section 6.12 may apply to cause a
part of a distribution to be transferred directly in which event the
balance distributable shall be distributed in accordance with the
otherwise applicable terms of this Plan.
Article VII
Financing and Trustee
7.1 Trustee.
(a) All assets of the Plan shall be held in a Trust Fund by
one or more Trustees appointed pursuant to subsection (b) of this
Section 7.1.
(b) The Trustee shall be selected by the Company and shall
have such powers and responsibilities as shall be provided in a Trust
Agreement which shall be executed by the Trustee and the Company. Any
Trust Agreement shall constitute a part of this Plan and all rights
which may accrue to any person under this Plan shall be subject to all
the terms and provisions of such Trust Agreement.
(c) Subject to such conditions and restrictions as may be
provided by the Trust Agreement, the Company may modify any Trust
Agreement from time to time to accomplish the purposes of the Plan and
may remove any Trustee and appoint a successor Trustee or Trustees.
(d) All actions by the Company pursuant to this Section 7.1
shall be taken by the Board of Directors or by such person or persons
to whom such authority is delegated by the Board of Directors.
7.2 Management of Trust Fund.
(a) Pursuant to the Trust Agreement, the Trustee appointed
pursuant to Section 7.1 shall have exclusive authority and discretion
to manage and control the assets of the Trust Fund, except to the
extent that:
(i) This Plan expressly provides that the Trustee is
subject to the direction of a named fiduciary who is not a
trustee, in which case the Trustee shall be subject to proper
directions of such fiduciary which are made in accordance with
the terms of the Plan and which are not contrary to ERISA;
(ii) Authority to manage acquire or dispose of assets of
the Plan is delegated to one or more Investment Managers
pursuant to Section 9.2(d)(x) of this Plan and ERISA Section
402(c)(3). In the event the Committee appoints any such
Investment Manager, the Trustee shall not be liable for the
acts or omissions of the Investment Manager or have any
responsibility to invest or otherwise manage any portion of
the Trust Fund subject to the management and control of the
Investment Manager.
(b) Notwithstanding the provisions of subsection (a), the
Trustee shall comply with investment directions made pursuant to
Sections 2.2(b), 5.1(a) and 5.3 and, except as provided by ERISA,
neither the Trustee nor any other fiduciary under the Plan shall be
liable for any loss which results from the exercise by a Member (or
Beneficiary or Alternate Payee) of control over assets in such person's
Accounts in accordance with such terms. If any such instructions may be
permitted and made otherwise than in writing, shall provide a written
confirmation of any such instructions in accordance with Section 404(c)
of ERISA and Regulations validly adopted thereunder.
(c) It is intended that the provisions of this Plan and of
procedures adopted and implemented in the administration of this Plan
shall comply with the terms of Section 404(c) of ERISA and Title 29 of
the Code of Federal Regulations Section 2550.404c-1 or other Department
of Labor Regulations validly adopted. Such Section and this Plan shall
be interpreted and applied so as to carry out that intent. As a result
of exercise of control over investments pursuant to Section 5.1 and
5.3, a Member (or Beneficiary or Alternate Payee) shall not be a
fiduciary of the Plan, but no other person who is a fiduciary with
respect to the Plan shall be liable for any loss, or with respect to
any breach of part 4 of Title I of ERISA, that is the direct and
necessary result of that exercise of control including investments made
in capital stock of the Company pursuant to such exercise (except to
the extent otherwise provided by Section 404(c) of ERISA or Regulations
validly adopted thereunder).
7.3 Company Contributions. The Company shall make such Company
contributions to the Trust Fund as are required by this Plan, but subject to the
rights of the Company set forth in Article X.
7.4 Non-Reversion. Anything in this Plan to the contrary
notwithstanding, it shall be impossible at any time for the contributions of the
Company or any part of the Trust Fund to revert to the Company or an Affiliate
or to be used for or diverted to any purpose other than the exclusive benefit of
Members and their Beneficiaries, except that:
(a) If a contribution or portion thereof is made by the
Company by a mistake of fact, upon written request to the Committee,
such contribution or such portion and any increment thereon shall be
returned to the Company within one (1) year after the date of payment;
and
(b) In the event that a deduction for any contributions made
by the Company is disallowed by the Internal Revenue Service in any
Plan Year, then that portion of the Company contribution that is not
deductible shall be returned to the Company within one (1) year from
the date of receipt of notice by the Internal Revenue Service of the
disallowance of the deduction.
7.5 Not Responsible for Adequacy of Trust Fund. The Company, the Board
Committee, the Committee and the Trustee shall not be liable or responsible for
the adequacy of the Trust Fund to meet and discharge any or all payments and
liabilities hereunder. All Plan benefits will be paid only from the Trust
assets, and neither the Company, the Board Committee, the Committee nor the
Trustee shall have any duty or liability to furnish the Trust with any funds
except as expressly provided in the Plan. Except as required under the Plan or
Trust or under applicable law, the Company shall not be responsible for any
decision, act or omission of the Trustee or the Committee, and shall not be
responsible for the application of any monies, securities, investments or other
property paid or delivered to the Trustee.
7.6 Investment in Rohr Common Stock. Pursuant to the provisions of this
Plan, and in accordance with the purposes for which the Plan was established and
is maintained, certain portions of the Trust Fund may be invested in Rohr Common
Stock thereby allowing Members the opportunity to share in the potential growth
of the Company. The Trust Agreements and other documents and instruments which
shall be established from time to time to implement the Plan shall include such
provisions as may be necessary or convenient to implement this purpose.
Accordingly, the Investment Managers, Trustees, or other persons responsible for
the management and control of the Trust Fund shall not have the responsibility
or authority to dispose of such investment on the grounds of requirements for
diversification or prudence of investment that apply to other investments of the
Trust Fund.
7.7 Voting and Other Rights as to Rohr Common Stock. Notwithstanding
any other provisions of this Plan, the provisions of this Section 7.7 shall
govern the voting and tendering of capital stock of the Company ("Rohr Common
Stock"). The Company, after consultation with the Trustee, shall provide and pay
for all printing, mailing, tabulation and other costs associated with the voting
and tendering of Rohr Common Stock.
(a) Voting.
(i) When the issuer of the Rohr Common Stock prepares
for any annual or special meeting, the Company shall notify
the Trustee ten (10) days in advance of the intended record
date and shall cause a copy of all materials to be sent to the
Trustee. Based on these materials the Trustee shall prepare a
voting instruction form. At the time of mailing of notice of
each annual or special stockholders' meeting of the issuer of
the Rohr Common Stock, the Company shall cause a copy of the
notice and all proxy solicitation materials to be sent to each
Plan Member with an interest in Rohr Common Stock held in the
Trust, together with the foregoing voting instruction form to
be returned to the Trustee or its designee. The form shall
show the proportional interest in the number of full and
fractional shares of Rohr Common Stock credited to the
Member's Accounts held in the Rohr Fund. The Company shall
provide the Trustee with a copy of any materials provided to
the Members and shall certify to the Trustee that the
materials have been mailed or otherwise sent to Members.
(ii) Each Member with an interest in the Rohr Fund shall
have the right to direct the Trustee as to the manner in which
the Trustee is to vote (including not to vote) that number of
shares of Rohr Common Stock reflecting such Member's
proportional interest in the Rohr Fund (both vested and
unvested). Directions from a Member to the Trustee concerning
the voting of Rohr Common Stock shall be communicated in
writing, or by mailgram or similar means. These directions
shall be held in confidence by the Trustee and shall not be
divulged to the Company, or any officer or employee thereof,
or any other person. Upon its receipt of the directions, the
Trustee shall vote the shares of Rohr Common Stock reflecting
the Member's proportional interest in the Rohr Fund as
directed by the Member. The Trustee shall not vote shares of
Rohr Common Stock reflecting a Member's proportional interest
in the Rohr Fund and for which it has received no direction
from the Member.
(iii) The Trustee shall vote that number of shares, if any,
of Rohr Common Stock not credited to Members' Accounts in the
same proportion on each issue as it votes those shares
credited to Members' accounts for which it received voting
directions from Members.
(b) Tender Offers.
(i) Upon commencement of a tender offer for any
securities held in the Trust that are Rohr Common Stock, the
Company shall notify each Plan Member with an interest in such
Rohr Common Stock of the tender offer and utilize its best
efforts to timely distribute or cause to be distributed to the
Member the same information that is distributed to
shareholders of the issuer of Rohr Common Stock in connection
with the tender offer, and, after consulting with the Trustee,
shall provide and pay for a means by which the Member may
direct the Trustee whether or not to tender the Rohr Common
Stock reflecting such Member's proportional interest in the
Rohr Fund (both vested and unvested). The Company shall
provide the Trustee with a copy of any material provided to
the Members and shall certify to the Trustee that the
materials have been mailed or otherwise sent to Members.
(ii) Each Member shall have the right to direct the
Trustee to tender or not to tender some or all of the shares
of Rohr Common Stock reflecting such Member's proportional
interest in the Rohr Fund (both vested and unvested).
Directions from a Member to the Trustee concerning the tender
of Rohr Common Stock shall be communicated in writing, or by
mailgram or such similar means as is agreed upon by the
Trustee and the Company under the preceding paragraph. These
directions shall be held in confidence by the Trustee and
shall not be divulged to the Company, or any officer or
employee thereof, or any other person except to the extent
that the consequences of such directions are reflected in
reports regularly communicated to any such persons in the
ordinary course of the performance of the Trustee's services
hereunder. The Trustee shall tender or not tender shares of
Rohr Common Stock as directed by the Member. The Trustee shall
not tender shares of Rohr Common Stock reflecting a Member's
proportional interest in the Rohr Fund for which it has
received no direction from the Member.
(iii) The Trustee shall tender that number of shares, if
any, of Rohr Common Stock not credited to Members' Accounts in
the same proportion as the total number of shares of Rohr
Common Stock credited to Members' Accounts for which it has
received instructions from Members.
(iv) A Member who has directed the Trustee to tender some
or all of the shares of Rohr Common Stock reflecting the
Member's proportional interest in the Rohr Fund may, at any
time prior to the tender offer withdrawal date, direct the
Trustee to withdraw some or all of the tendered shares
reflecting the Member's proportional interest, and the Trustee
shall withdraw the directed number of shares from the tender
offer prior to the tender offer withdrawal deadline. Prior to
the withdrawal deadline, if any shares of Rohr Common Stock
not credited to Members' Accounts have been tendered, the
Trustee shall redetermine the number of shares of Rohr Common
Stock that would be tendered under subparagraph(3) above if
the date of the foregoing withdrawal were the date of
determination, and withdraw from the tender offer the number
of shares of Rohr Common Stock not credited to Members'
Accounts necessary to reduce the amount of tendered Rohr
Common Stock not credited to Members' Accounts to the amount
so redetermined. A Member shall not be limited as to the
number of directions to tender or withdraw that the Member may
give to the Trustee.
(v) A direction by a Member to the Trustee to tender
shares of Rohr Common Stock reflecting the Member's
proportional interest in the Rohr Fund shall not be considered
a written election under the Plan by the Member to withdraw,
or have distributed, any or all of his withdrawable shares.
The Trustee shall credit to each proportional interest of the
Member from which the tendered shares were taken the proceeds
received by the Trustee in exchange for the shares of Rohr
Common Stock tendered from that interest. Such amount shall be
invested pursuant to the Member's election then in effect
under Section 5.1(a).
(c) Shares Credited. For all purposes of this Section 7.7, the
number of shares of Rohr Common Stock deemed "credited" or "reflected"
to a Member's proportional interest shall be determined as of the last
preceding Valuation Date. The trade date is the date the transaction is
valued.
(d) General. With respect to all rights other than the right
to vote, the right to tender, and the right to withdraw shares
previously tendered, in the case of Rohr Common Stock credited to a
Member's proportional interest in the Rohr Fund, the Trustee shall
follow the directions of the Member and if no such directions are
received, the directions of the Committee. The Trustee shall have no
duty to solicit directions from the Members. With respect to all rights
other than the right to vote and the right to tender, in the case of
Rohr Common Stock not credited to Members' Accounts, the Trustee shall
follow the directions of the Committee.
(e) Conversion. All provisions in this Section 7.7 shall also
apply to any securities received as a result of a conversion of Rohr
Common Stock.
Article VIII
Beneficiaries
8.1 Designation. A Member may file with the Company a written
designation of a Beneficiary or Beneficiaries (subject to limitations as to
number of Beneficiaries and contingent Beneficiaries as the Committee may from
time to time prescribe) to receive the benefits the Member is entitled to
receive upon his death under the Plan. Any Member who is married when any amount
becomes payable shall be deemed to have designated his spouse as the Beneficiary
under this Plan unless such spouse has consented, in the manner set forth in 8.4
below, to the Member's designation of a Beneficiary. A Member may from time to
time revoke or change any such designation of Beneficiary, subject to applicable
laws and governmental regulations in effect at the time. All such designations
or revocations or changes shall be in writing, and in a form and filed with such
persons as the Committee shall designate. If more than one Beneficiary is named,
the Member may specify the sequence and/or proportions in which payments shall
be made for each Beneficiary; in the absence of such a direction, payments shall
be made in equal shares to all Beneficiaries named. Any designation of a
Beneficiary under the Plan shall be controlling over any testamentary or other
disposition of the benefits whether or not under the Plan.
8.2 Payments to Beneficiary. In the event of the death of a Member, any
benefits payable under this Plan in respect of the Member shall be paid to the
one or more designated Beneficiaries who shall survive the Member, in accordance
with such designation (to the extent effective and enforceable at the time of
the Member's death) and the provisions of the Plan, subject to such regulations
as the Committee from time to time may prescribe in respect of distributions to
minors and incompetents.
8.3 Absence of Designated Beneficiary. If the deceased Member shall
have failed to designate a Beneficiary, or if the Committee shall be unable to
locate the designated Beneficiary after reasonable efforts have been made, or if
such Beneficiary shall be deceased, distribution shall be made by payment of the
deceased Member's interest to his personal representative, in a lump sum, within
one year after his death. In the event the deceased Member was not a resident of
California at the date of his death, the Committee, in its discretion, may
require the establishment of ancillary administration of his estate in
California. If the Committee after reasonable efforts also cannot locate a
qualified personal representative of the deceased Member, or if administration
of the deceased Member's estate is not otherwise required, then the Committee,
in its discretion, may pay the deceased Member's interest to his heirs at law
(determined in accordance with the laws of the state of the residence of the
deceased Member as they existed at the date of the Member's death). When payment
has been made in accordance with any of the foregoing provisions, there shall be
no further liability of the Company, the Committee, any member thereof, the
Trustee or any other person or entity in connection with such payment or
deceased person's interest in the Plan.
8.4 Requirements for Spouse Consent. A consent by the spouse of a
Member to a designation of a Beneficiary pursuant to Section 8.1 shall not be
valid unless it acknowledges the economic effect of the designation and is
witnessed by a Plan representative (if such a representative is designated by
the Committee) or by a notary public. Such consent shall be effective only with
respect to the person who signed such consent and not with respect to any person
who subsequently becomes the Member's spouse. The Committee, in its discretion,
may waive the requirement for such consent if it is established to its
satisfaction that there is no spouse, that such spouse cannot be located or
because of such other circumstances as may be provided in Regulations under Code
Section 417.
8.5 Minors and Incompetents. If the Committee determines that any
person entitled to payments under this Plan is a minor or incompetent by reason
of physical or mental disability, it may cause all payments then due or
thereafter becoming due to such person to be made to any other person for his
benefit, without responsibility to follow the application of amounts so paid.
Payments made pursuant to this section shall completely discharge the Committee
and its members, the Trustee and the Company and all other persons and entities
in connection with such payment.
Article IX
Interpretation and Administration
9.1 General Administration. The Board of Directors and Committee
appointed pursuant to Section 9.2 shall be responsible for the general
administration of the Plan and for carrying out the provisions thereof.
9.2 Management Employee Benefits Committee.
(a) Appointment of Committee. To carry out its
responsibilities referred to in Section 9.1, above, the Board of
Directors shall appoint a management Committee for the administration
of employee benefit plans, consisting of three (3) or more persons.
Each member of the Committee shall constitute a "named fiduciary"
within the meaning of Section 402(a)(2) of ERISA. All members of the
Committee shall hold office during the pleasure of the Board of
Directors.
(b) Meetings of Committee. The Committee shall hold meetings
upon such notice, at such place, or places, and at such time or times
as it may from time to time determine. Notice shall not be required if
waived in writing. The presence of one-half, but not less than two of
the members of the Committee at the time in office shall constitute a
quorum of the Committee for the transaction of business. All
resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those present at any such meeting and
entitled to vote. Resolutions may be adopted or other action taken
without a meeting upon written consent signed by at least two-thirds
(2/3rds) of the members of the Committee. No member of the Committee
shall have any right to vote or decide upon any matter relating solely
to himself or to decide any of his rights or benefits under the Plan.
(c) Committee Procedures. The Committee shall appoint one of
its members to act as its Chairman and may appoint a Secretary who need
not be a member of the Committee. The Committee shall designate the
person or persons who shall be authorized to sign documents and make
payments for the Committee; provided, however, that any member of the
Committee shall be authorized on behalf of the Committee, the same as
if the Committee had unanimously acted to execute documents in
connection with benefit payment authorization made upon the request of
persons entitled thereto or their legal representative, and to take or
to authorize such actions as are necessary or desirable to effectuate
such authorizations. Each Committee member may individually act as
provided hereinafter in this Article.
(d) Powers. The Committee shall have all powers necessary to
supervise the administration of the Plan and to control its operation,
except the power to appoint the Trustee or enter into the Trust
Agreement. The Committee's powers shall include, but not by any way of
limitation, the following:
(i) To establish uniform rules and regulations which
shall not discriminate in favor of or against any Member or
group of Members.
(ii) To interpret the provisions and construe the language
of the Plan and to determine any question arising under the
Plan or in connection with the administration or operation
thereof.
(iii) To determine all considerations affecting the
eligibility of any employee to be or to become a Member as
defined by the Plan.
(iv) To establish and maintain such accounts in the name
of the Affiliates and of each Member, Beneficiary and
Alternate Payee as are necessary, and to allocate
contributions and Trust Fund gains and losses to the Accounts.
(v) To compute the amount of benefit or other sum
payable under the Plan to any person.
(vi) To delegate to the Trustee the authority to, or
instruct the Trustee to, withdraw assets from the Plan to
satisfy benefit payment obligations thereunder.
(vii) To direct the Trustee, in a manner consistent with
the specific provisions of the Plan, in voting shares of stock
held by the Trustee (other than Company stock or other stock,
if any, for which the Plan prescribes that such voting shall
be directed by Members), or to delegate to an Investment
Manager or others, the authority to direct the Trustee to vote
such stock.
(viii) To authorize and direct all disbursements of benefits
and other sums under the Plan.
(ix) To employ such counsel and agents and to obtain such
clerical, medical, legal, accounting and other services as it
may deem necessary or appropriate in carrying out the
provisions of the Plan.
(x) To select or change, when appropriate, any
Investment Manager or Managers for the Plan who shall manage
and control all or a portion of the assets of the Trust Fund
and shall act as fiduciaries with respect to the assets of the
Plan entrusted to their custody and/or management under the
provisions of ERISA, and who shall have the exclusive
responsibility for the investment of such assets and for the
determination of the nature and relative amounts of the
investments made in accordance with the provisions of the
Plan; provided, that any Investment Manager so appointed shall
satisfy the requirements of an "investment manager" as defined
in Section 3(38) of ERISA.
(xi) To establish basic funding, liquidity and investment
policies and strategies consistent with the objectives of the
Plan.
(xii) Except to the extent such responsibility has been
reserved by the Board of Directors or the Board Committee, to
approve the form and terms of new, or amendment of the form
and terms of existing, group annuity contracts, deposit
administration contracts, and other relevant agreements, or to
delegate such responsibility to the Trustee under the terms of
the Trust.
(xiii) Except to the extent such responsibility has been
reserved by the Board of Directors or the Board Committee, to
select or change, where appropriate, any insurance companies
which may hold any of the assets of the Plan and to approve
the terms and provisions of any agreements under which the
Trustee will transfer any assets of the Plan to an insurance
company, or to delegate such responsibility to the Trustee
under the terms of the Trust.
(e) Finality of Decisions. The decision of the Committee in
matters within its jurisdiction shall be final, binding, and conclusive
upon, and may be relied upon by, each Member, Beneficiary, Alternate
Payee, Trustee, Affiliate and every other person or interested party.
(f) Investment Review. The Committee shall review and
evaluate, at least quarterly, all aspects of the investment performance
of the Plan and compliance with the investment policies of the Plan and
shall make periodic reports to the Board of Directors or the Board
Committee.
(g) Compliance with ERISA. The Committee shall receive reports
from the Trustee, any Investment Managers, auditors, any separate
management team and others, as appropriate, with regard to compliance
of the Plan with ERISA and shall be responsible for monitoring such
reports to review whether the Plan and its administration are in
compliance with ERISA.
9.3 Exercise of Board of Directors' Authority. The Board of Directors
may from time to time appoint a committee of the Board (the "Board Committee")
and may delegate to such Board Committee such authority as the Board of
Directors may determine to be appropriate, which may include the power and
authority: (a) to appoint or remove members of the Committee described in
Section 9.2; (b) to oversee activities of such Committee; and (c) to perform
such other tasks under the Plan as the Board of Directors may determine.
9.4 Liability and Indemnification.
(a) Liability. Except as provided in Part 4 of Subtitle B,
Title 1 of ERISA, no person shall be subject to any liability with
respect to his duties under the Plan unless he acts fraudulently or in
bad faith. No person shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other
fiduciary or any person to whom fiduciary responsibilities have been
allocated or delegated, except as provided in ERISA Section 405. No
action or responsibility shall be deemed to be a fiduciary action or
responsibility except to the extent required by ERISA.
(b) Right of Indemnification. Except as provided by law, the
Company shall indemnify the Trustee, any Board of Directors or Board
Committee member, any Committee Member or such other persons as the
Committee may specify who was or is a party, or is threatened to be a
party to any threatened, pending or contemplated action or suit, where
such action or suit alleges an act or omission in connection with
administration, management, or investment activity under the Plan. The
aforesaid right of indemnification shall be contingent upon the
following:
(i) Where a person designated above is found not
liable for a breach of fiduciary duty in an adjudication on
the merits, the Company shall indemnify such member for all
expenses of litigation including attorneys' fees.
(ii) Where a claim or suit is terminated by reason of a
settlement, the Company shall indemnify against all expenses
in connection therewith, including cost of settlement and
attorneys' fees, where, in the judgment of the Company or of
any counsel whom the Company may request make such a
determination, said person would not be liable for a breach of
fiduciary duty which constitutes an act of willful misconduct
or intentional fraud or an act intended to attain a personal
benefit or advantage materially adverse to the interest of the
Plan or its Members, in an adjudication on the merits.
(iii) Where such person is determined to be liable for a
breach of fiduciary duty in an adjudication on the merits and
either (A) such adjudication includes a finding that such
person participated in an act of willful misconduct or
intentional fraud or acted for the purpose of attaining a
personal benefit or advantage materially adverse to the
interest of the Plan or its Members, or (B) if the
adjudication does not expressly so provide, in the judgment of
the Company, or any counsel of whom the Company may request
make such a determination, such person was acting in bad
faith, there shall be no right of indemnification.
(iv) When authorized by the Company, expenses incurred in
litigation may be paid in advance of the final disposition of
such action or suit upon receipt of an undertaking by such
person to repay any amounts so advanced unless the conditions
specified in paragraph (i) or (ii) are met, or there is no bad
faith involved as provided in paragraph (iii)(B).
(v) In all cases where indemnification is sought
under these provisions, upon the assertion or institution of
any such claim, action, suit or proceeding, the party
requesting indemnification shall in writing give the Committee
an opportunity at its own expense, to handle and defend it on
his behalf.
(c) Liability Insurance. The Company, at no expense to the
Plan, shall purchase adequate liability insurance covering the Trustee,
the Committee, the Board Committee, and such other persons as the
Company deems appropriate, for acts or omissions of such persons in
administration of the Plan.
(d) Fidelity Bonds. Fidelity bonds covering those persons
having authority to handle Plan funds shall be purchased at the
beginning of each Plan Year with Plan funds as required by law.
9.5 Compensation and Expenses. The members of the Committee shall serve
without compensation for services as such a member. Any member of the Committee
may receive reimbursement by the Company of expenses properly and actually
incurred. All expenses of the Committee shall be paid out of Plan assets unless
paid directly by the Company. Such expenses shall include any expenses incident
to the functioning of the Committee and administration of the Plan, including
but not limited to, fees of the Plan's accountants, outside counsel and other
specialists and other costs of administering the Plan.
9.6 Resignation and Removal of Members; Appointment of Successors.
(a) Any member of the Committee may resign at any time by
giving written notice to the other members and to the Chairman of the
Board of Directors, effective as therein stated. Any member of the
Committee may, at any time, be removed by the Board of Directors (or a
Board Committee so authorized as specified in Section 9.3).
(b) Upon the death, resignation, or removal of any Committee
member, the Board of Directors (or a Board Committee so authorized as
specified in Section 9.3) may appoint a successor. Notice of
appointment of a successor member shall be given by the Secretary of
the Company in writing to the Trustee and to the members of the
Committee. Upon termination, for any reason, of a Committee member's
status as a member of the Committee, such member's status as a Named
Fiduciary shall concurrently be terminated, and upon the appointment of
a successor Committee member such successor shall assume the status of
a Named Fiduciary.
9.7 Allocation and Delegation of Duties. By action of the Committee,
duly reflected in the minutes of the Committee, the Committee may allocate its
fiduciary responsibilities (other than trustee responsibilities) among
themselves and may designate other persons to carry out their fiduciary
responsibilities (other than trustee responsibilities) under the Plan. The term
"trustee responsibilities" as used herein shall mean any responsibility provided
in the Trust Agreement to manage or control the assets of the Plan.
9.8 Records. The Committee shall keep all such books, accounts, records
or other data as may be necessary or advisable in its judgment for the
administration of the Plan and properly to reflect the affairs thereof.
9.9 Reliance Upon Documents and Opinions. The members of the Committee,
the Trustee, the Board of Directors, the Board Committee, the Company and any
person delegated under the provisions hereof to carry out any fiduciary
responsibilities under the Plan (hereinafter a "delegated fiduciary"), shall be
entitled to rely upon any tables, valuations, computations, estimates,
certificates, opinions and reports furnished by any consultant, or any other
expert or advisor selected or approved by the Committee, or upon any opinions
furnished by legal counsel (who may be employed or retained by the Company), and
upon any information or reports furnished by the Trustee; and the members of the
Committee, the Trustee, the Board of Directors, the Board Committee, the Company
and any delegated fiduciary shall be fully protected and shall not be liable,
except to the extent provided by law, in any manner whatsoever for anything done
or action taken or suffered in reliance upon any of the foregoing persons or
entities; and any and all such things done or such actions taken or suffered by
the Committee, the Trustee, the Board of Directors, the Company and any
delegated fiduciary shall be conclusive and binding on all Employees, Members,
Beneficiaries, Alternate Payees, and any other persons whomsoever, except as
otherwise provided by law. The Committee, the Trustee and any delegated
fiduciary may, but are not required to, also rely upon all records of the
Company with respect to any matter or thing whatsoever, and may likewise treat
such records as conclusive with respect to all Employees, Members,
Beneficiaries, Alternate Payees, and any other persons whomsoever, except as
otherwise provided by law.
9.10 Requirement of Proof; Additional Documents.
(a) The Committee, the Board of Directors, the Board Committee
or the Company may require satisfactory proof of any matter under this
Plan from or with respect to any Employee, Member, Beneficiary or
Alternate Payee, and no such person shall acquire any rights or be
entitled to receive any benefits under this Plan until such proof shall
be furnished as so required.
(b) Not by way of limitation of the foregoing, the Committee
or Trustee, or both, may require the execution and delivery of such
documents, papers and receipts as the Committee or Trustee may
determine necessary or appropriate in order to establish the fact of
death of the deceased Member and of the right and identity of any
Beneficiary or other person or persons claiming any benefits under the
Plan. The Committee or the Trustee, or both, may, as a condition
precedent to the payment of death benefits hereunder, require an
inheritance tax release and/or such security as the Committee or
Trustee, or both, may deem appropriate as protection against possible
liability for State or Federal death taxes attributable to any death
benefits.
9.11 Reliance on Committee Memorandum. Any person dealing with the
Committee may rely on and shall be fully protected in relying on a certificate
or memorandum in writing signed by any Committee member or other person so
authorized, or by the majority of the members of the Committee, as constituted
as of the date of such certificate or memorandum, as evidence of any action
taken, or resolution, policy or interpretation of the Plan adopted by the
Committee. Any communication other than a written certificate or memorandum as
described in this Section may not be relied upon as evidence of any action
taken, or resolution, policy or interpretation of the Plan adopted by the
Committee.
9.12 Multiple Fiduciary Capacity. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan.
9.13 Claims Procedure.
(a) Claims for Benefit. Claims for benefits under the Plan
shall be made in writing to any member of the Committee, who
individually may act upon such claim. All claims may be made within the
times specified elsewhere in the Plan.
(b) Notice of Denial of Claim. If such claim for benefits is
wholly or partially denied, the Committee member to whom the claim has
been submitted shall, within a reasonable period of time, but no later
than ninety (90) days after receipt of the claim, notify the claimant
of the denial of the claim (unless special circumstances exist which
justify extending this period up to an additional ninety (90) days, in
which event the claimant shall be given a written notice to the effect
within the initial ninety (90) day period which explains the special
circumstances and the date a decision is expected).
Such notice of denial:
(i) shall be in writing,
(ii) shall be written in a manner calculated to be
understood by the claimant, and
(iii) shall contain:
(A) the specific reason or reasons for
denial of the claim,
(B) a specific reference to the pertinent
Plan provisions upon which the denial is based,
(C) a description of any additional material
or information necessary for the claimant to perfect
the claim, along with an explanation why such
material or information is necessary, and
(D) an explanation of the Plan's claim
review procedure.
(c) Request for Review of Denial of Claim. Within sixty (60)
days of the receipt by the claimant of the written denial of the claim,
or, if the claim has not been granted within a reasonable period of
time (which shall be not less than the ninety (90) days prescribed in
Section (b)), the claimant may file a written request with the full
Committee that it conduct a full and fair review of the denial of the
claimant's claim for benefits, including the conduction of a hearing,
if deemed necessary by said full Committee.
In connection with the claimant's appeal of the denial of this
benefit, the claimant may review pertinent documents and may submit
issues and comments in writing.
(d) Decision on Review of Denial of Claim. The full Committee
shall deliver to the claimant a written decision on the claim promptly,
but not later than sixty (60) days after the receipt of the claimant's
request for review (unless special circumstances exist, such as the
need under the Committee procedure to hold a hearing, which justifies
extending this period up to an additional sixty (60) days, in which
event the claimant shall be given a written notice to that effect
within the initial sixty (60) day period). Such decision shall:
(i) by written in a manner calculated to be understood
by the claimant,
(ii) include specific reasons for the decision, and
(iii) contain specific references to the pertinent Plan
provisions upon which the decision is based.
All decisions made by the above procedure shall be final and there
shall be no right of appeal.
9.14 Reporting and Disclosure; Annual Statement.
(a) The Committee shall be responsible for the reporting and
disclosure of information required to be reported or disclosed by the
Plan Administrator pursuant to ERISA or any other applicable law.
(b) Not by way of limitation of the foregoing, as soon as
possible after the end of each Plan Year, but in any event no later
than 270 days thereafter, the Committee will cause to be furnished to
each Member a written statement showing, as of the end of such Plan
Year, such information as may be required by ERISA and the applicable
Regulations issued thereunder, plus such additional information as the
Committee may determine in its discretion. Except as otherwise provided
by law, such statement shall be deemed to be correct unless the Member
notifies the Committee in writing to the contrary within thirty (30)
days after the Committee furnished such statement.
Article X
Amendment and Termination
10.1 Amendment and Termination. The Company expects the Plan to be
permanent and continue indefinitely, but since future conditions affecting the
Company cannot be anticipated or foreseen, the Company must necessarily and
thus, hereby reserves the right in its sole discretion, except as otherwise
expressly provided in any applicable agreement with a collective bargaining
agent whose term has not expired, to amend or modify the Plan at any time by a
resolution adopted by action of (a) the Board of Directors, or (b) the Board
Committee, to the extent such Board Committee has been delegated such authority
pursuant to Section 9.3, or (c) the Committee to the extent that such Committee
has been delegated such authority, as to specific amendments or issues, by a
resolution adopted by the Board of Directors or by the Board Committee. In any
of such cases, such amendment shall be set forth in an instrument in writing
executed in the name of Rohr, Inc., by an officer or officers duly authorized to
execute such instrument. The Company also reserves the right, except as
otherwise expressly provided in any applicable agreement with a collective
bargaining agent whose term has not expired, to terminate the Plan at any time
by a resolution adopted by action of the Board of Directors.
No amendment of the Plan shall cause any part of the Trust Fund to be
used for, or diverted to, purposes other than for the exclusive benefit of the
Members or their Beneficiaries covered by the Plan and for defraying reasonable
expenses of administering the Plan. Retroactive Plan amendments may not decrease
the accrued benefits of any Member determined as of the beginning of the first
Plan Year to which the amendment applies, or, if later, as of the time the
amendment was adopted. No amendment shall increase the responsibilities of the
Trustee without his written consent.
10.2 Suspension. Except as otherwise expressly provided by law or in
any applicable collective bargaining agreement whose term has not expired, in
the event Rohr, Inc. decides it is impossible or inadvisable for business
reasons to continue to make contributions under the Plan, the Company by
resolution of the Board of Directors, may discontinue contributions to the Plan
for itself and its Affiliates. On and after the effective date of such
discontinuance, the Company shall not make any further contributions under the
Plan. The discontinuance of contributions on the part of the Company shall not
terminate the Plan as to the funds and assets then held by the Trustee, or
operate to accelerate any payments of distributions to or for the benefit of
Members or Beneficiaries, and the Trustee shall continue to administer the Trust
Fund in accordance with the provisions hereof until the obligations hereunder
shall have been discharged and satisfied, provided that if contributions are not
resumed after three (3) consecutive years, such suspension will be treated as a
discontinuance and termination. In the event of the complete discontinuance of
all Company contributions, the Accounts of all Members shall be fully vested.
Upon the completion of any such period of suspension which does not
terminate the Plan, the Company may again start contributions, effective as of
such date as it selects in its sole discretion and under no circumstances shall
it be required to make contributions attributable to the period of such
suspension.
10.3 Distributions on Termination. Upon termination of the Plan in
whole or in part (after an initial determination has been obtained from the
Internal Revenue Service that the Plan constitutes a qualified defined
contribution plan with respect to the employer), the value of the proportionate
interest in the Trust Fund of each Member affected by such termination having an
interest in the Trust Fund shall be determined by the Committee as of the date
of such termination. If the Plan terminates while Plan forfeitures exist, held
in any suspense account pursuant to the plan, the balance in such suspense
account shall be allocated in proportion to the Compensation of all Members for
the Plan Year, to the extent of the maximum amount permitted this Plan for any
single Member.
The Accounts of such Members shall continue to be fully vested and
non-forfeitable, and thereafter distribution shall be made to such Members as
directed by the Committee.
10.4 Corporate Reorganization. In the event Rohr, Inc. is dissolved or
liquidated or shall by appropriate legal proceedings be adjudged a bankrupt, or
in the event judicial proceedings or any kind result in the involuntary
dissolution of Rohr, Inc., the Plan shall be terminated. The merger,
consolidation or reorganization of the Company, or the sale of the Company or of
all or substantially all of its assets or stock, shall not terminate the Plan if
there is delivery to the Company, by its successor or by the purchaser of all or
substantially all of its stock or assets, a written instrument requesting that
it be substituted for the Company and agreeing to perform all the provisions
hereof which the Company is required to perform. Upon the receipt of said
instrument, with the approval of the Company, the successor or the purchaser
shall be substituted for the Company herein, and the Company shall be relieved
and released from all obligations of any kind, character or description herein
or in any trust agreement.
10.5 Plan Merger or Transfer. This Plan shall not merge or consolidate
with, or transfer assets and liabilities to, or accept a transfer from, any
other employee benefit plan unless each Member in this Plan will (if the Plan
had then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is not less than the benefit the Member would
have been entitled to receive immediately before the merger, consolidation or
transfer of assets (if this Plan had then terminated).
Article XI
Miscellaneous Provisions
11.1 No Contract or Enlargement of Employee Rights. This Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Employee, or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee.
Nothing contained in the Plan or any modification thereof or act done
in pursuance hereof shall be deemed to give any person any legal or equitable
rights against the Company, the Trustee or the Trust Fund, unless specifically
provided for by law or herein, or to give any Employee the right to be retained
in the employ of the Company or to interfere with the right of the Company to
discharge or terminate any Employee at any time. The Company's rights to
discipline or discharge Members or exercise their rights as to incidents and
tenure of employment shall not be affected by reason of the existence of the
Plan or any action thereunder by the Company or the Committee. No Employee,
prior to his severance under conditions of eligibility for his benefits as
provided in this Plan, shall have any right to or interest in any portion of the
Trust Fund, other than as herein specifically provided. No person shall have any
right to benefits hereunder, except to the extent provided in this Plan.
11.2 Mailing of Payment; Missing Persons and Lapsed Benefits.
(a) If the Committee shall be unable, within two (2) years
after a Member's distribution hereunder becomes due, to make payment
because the identity or whereabouts of the Member, or Beneficiary
cannot be ascertained, the Committee may direct that such person's
interest and all further benefits with respect to such person shall be
discontinued and all liability for the payment thereof shall terminate.
(b) In the event of the subsequent reappearance of the Member
or Beneficiary, an amount equal to the benefit previously due such
person, calculated as of the original date the distribution could first
be made and assuming a lump sum payment at such date shall be paid in a
single sum. No interest shall be payable upon the said aforementioned
amount, nor shall such Member or Beneficiary be entitled to share in
the increase or decrease in the value of Accounts after the aforesaid
original date such distribution could first be made.
(c) The amount of any discontinued interest shall be applied
to reduce Company contributions and reinstatement of a benefit shall be
accomplished by the making of a special Company contribution in an
appropriate amount to restore the Member's distribution.
11.3 Addresses. Each Member shall be responsible for furnishing the
Committee with his correct current address and the correct current name and
address of his Beneficiary, and the Committee, Trustee and the Company shall
have no obligation or duty to locate any such Member, Beneficiary, or Alternate
Payee.
11.4 Notices and Communications. All applications, notices,
designations, elections, and other communications from Members, Beneficiaries,
or Alternate Payees shall be in writing, on forms prescribed by the Committee
and shall be mailed or delivered to such office as may be designated by the
Committee, and shall be deemed to have been given when received by such office.
Each notice, report, remittance, statement and other communication directed to a
Member, Beneficiary, or Alternate Payee shall be in writing and may be delivered
in person or mail, in which later event it shall be deemed to have been
delivered and received by him when so deposited in the United States Mail with
postage prepaid, addressed to the Member, Beneficiary or Alternate Payee at his
last address of record with the Committee.
11.5 Written and Telephonic Elections. If approved by the Committee,
any election permitted under any provision of this Plan may be made
telephonically and such telephonic election shall be deemed to be an effective
written election under such provision, provided that the Trustee or the
Committee provides such written confirmation as may be required by any
applicable law.
11.6 Governing Law. All legal questions pertaining to the Plan shall be
determined in accordance with the provisions of ERISA and, with the exception
that any Trust Agreement shall be construed and enforced in all respects under
and, by the laws of the state as specified in such Trust, the laws of the State
of California. All contributions made hereunder shall be deemed to have been
made in California.
11.7 Interpretation. Article and Section headings are for convenient
reference only and shall not be deemed to be part of the substance of this
instrument or in any way to enlarge or limit the contents of any Article or
Section. Unless the context clearly indicates otherwise, masculine gender shall
include the feminine, and the singular shall include the plural and the plural
the singular. The provisions of this Plan, shall in all cases be interpreted in
a manner that is consistent with this Plan satisfying the requirements of Code
Section 401(a).
11.8 Withholding for Taxes. Any payments out of the Trust Fund may be
subject to withholding for taxes as may be required by any applicable federal or
state law.
11.9 Successors and Assigns. Subject to the provisions of Article 10,
this Plan and the Trust established hereunder shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns.
11.10 Counterparts. This Plan document may be executed in any number of
identical counterparts, each of which shall be deemed a complete original in
itself and may be introduced in evidence or used for any other purpose without
the production of any other counterparts.
11.11 Severability. In the event any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of this Plan, and it shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein;
provided, however, that the foregoing provisions are not intended to limit the
powers of the Company to amend, suspend or terminate this Plan.
11.12 Service of Legal Process. The members of the Committee and the
Secretary of the Company are hereby designated agent of the Plan for the purpose
of receiving service of summons, subpoena or other legal process.
11.13 Investment Risk. The Company, the Committee, the Board Committee, and
the Trustee do not in any manner or to any extent whatsoever warrant, guarantee
or represent that the value of an Account shall at any time equal or exceed the
amount previously contributed, credited or allocated thereto. All Members, and
their Beneficiaries and Alternate Payees shall assume all risks in connection
with any decrease in value of their Account or the Trust Fund.
11.14 General Restriction Against Alienation.
(a) The interest of any Member or his Beneficiary or Alternate
Payee, in the income, benefits, payments, claims or rights hereunder,
or in the Trust Fund shall not in any event be subject to sale,
assignment, hypothecation, or transfer, and each such person is
prohibited from anticipating, encumbering, assigning, or in any manner
alienating his or her interest under the Plan and Trust Fund, and is
without power to do so, nor shall such interest of any such person be
liable or subject to his debts, liabilities, or obligations, now
contracted, or which may hereafter be contracted, and such interest
shall be free from all claims, liabilities, bankruptcy proceedings, or
other legal process now or hereafter incurred or arising; nor shall the
same, nor any part thereof, be subject to any judgment rendered against
any such person. In the event any person attempts to take any action
contrary to this Section, such action shall be null and void and of no
effect, and the Company, the Committee, the Trustee and all Members and
their Beneficiaries and Alternate Payee, may disregard such action and
are not in any manner bound thereby, and they, and each of them, shall
suffer no liability for any such disregard thereof, and shall be
reimbursed on demand out of the Trust Fund for the amount of any loss,
cost or expense incurred as a result of disregarding or of acting in
disregard of such action. The foregoing provisions of this Section
shall be interpreted and applied by the Committee in accordance with
the requirements of Code Section 401(a)(13) as construed and
interpreted by authoritative judicial and administrative rulings and
regulations.
(b) The provisions of subsection (a) shall not apply to any
"Qualified Domestic Relations Orders" as defined in Code Section
414(p). In accordance with such Section, the Committee shall adopt
reasonable procedures to determine the qualified status of domestic
relations orders, to notify Members and claimants regarding such
determination, and to administer distributions under such qualified
orders. The right of any person affected by such an order regarding any
option, election or other right under the Plan shall be determined by
the Committee pursuant to procedures and rulings uniformly applied
which shall be consistent with the provisions of ERISA, the Code, and
any such qualifying order.
11.15 Incompetency. Every person receiving or claiming benefits under
the Plan shall be conclusively presumed to be mentally competent and of age
until the date on which the Committee receives a written notice, in a form and
manner acceptable to the Committee, that such person is incompetent or a minor,
for whom a guardian or other person legally vested with the care of his person
or estate has been appointed; provided, however, that if the Committee shall
reasonably believe that any person to whom a benefit is payable under the Plan
is unable to care for his affairs because of incompetency, or is a minor, any
payment due (unless a proper claim therefor shall have been made by a duly
appointed legal representative) may be paid to the spouse, a child, a parent or
a brother or sister, or to any person or institution whom the Committee
reasonably believes is caring for or supporting such person, without
responsibility to follow the application of the amounts so paid. To the extent
permitted by law, any such payment so made shall be a complete discharge of
liability therefor under the Plan.
In the event a guardian of the estate of any person receiving or
claiming benefits under the Plan shall be appointed by a court of competent
jurisdiction, benefit payments may be made to such guardian provided that proper
proof of appointment and continuing qualification is furnished in a form and
manner acceptable to the Committee. To the extent permitted by law, any such
payment so made shall be a complete discharge of any liability therefor under
the Plan.
11.16 No Examination or Accounting. Neither this Plan nor any action
taken thereunder shall be construed as giving any person the right to an
accounting or to examine the books or affairs of the Company.
Article XII
Adoption by Affiliate
12.1 Affiliate Participation. An Affiliate may become a party to the
Plan and Trust Agreement by adopting the Plan for the benefit of any specified
group of its Eligible Employees, effective as of the date specified in such
adoption:
(a) By filing with Rohr, Inc. a certified copy of a
resolution of its board of directors to that effect, and such other
instruments as Rohr, Inc. may require; and
(b) By filing with the then Trustee a copy of such resolution,
together with a certified copy of resolutions of the Board of Directors
of Rohr, Inc. approving such adoption.
No amendment to the Plan applicable to an Affiliate shall require the approval
in writing of such Affiliate.
12.2 Rohr, Inc. Action Binding on Participating Affiliates. As long as
Rohr, Inc. is a party to the Plan and the Trust Agreement, it shall be empowered
to act there-under for any participating Affiliate in all matters respecting the
Committee and the Trustee and the designation of Affiliates and any action taken
by Rohr, Inc. with respect thereto shall automatically include and be binding
upon any Affiliate which is a party to the Plan.
12.3 Termination of Participation of Affiliate. The Board of Directors
of Rohr, Inc. reserves the right, in its sole discretion and at any time, to
terminate the participation in this Plan of any or all Affiliates or of any
group of Eligible Employees. Such termination shall be effective immediately
upon notice of such termination from Rohr, Inc. to the Trustee and the Affiliate
being terminated.
In the event of such termination, this Plan shall not terminate. Such
termination shall not have an effect on the Accounts of Members who are
employees of such terminating Affiliate or who are employed within a group of
Eligible Employees whose participation is being terminated; provided that such
employees shall remain Inactive Members and be governed by the provisions of the
Plan.
If, however, the terminating Affiliate shall no longer be an Affiliate
of Rohr, Inc., then effective as of the date the Affiliate is no longer an
Affiliate, all Members as of that date who were Employees of such Affiliate
shall be deemed to have had a Separation from Service but the portion of the
Plan attributable to the Affiliate shall become a separate Plan, and Rohr, Inc.
shall inform the Trustee of the portion of the Trust Fund that is then
attributable to the participation of such terminated Affiliate. Such portion
shall as soon thereafter as is administratively feasible be set apart by the
Trustee as a separate Trust which shall be part of the separate Plan of such
terminated Affiliate. Thereafter, the administration, control, and operation of
the Plan with respect to such terminated Affiliate shall be on a separate basis
in accordance with the terms hereof, or as such terms may be amended by
appropriate action of such terminated Affiliate.
This Amended and Restated Plan has been executed as of the 1st day of
December, 1994, at Chula Vista, California.
ROHR, INC.
By
--------------------------
R. W. Madsen
<PAGE>
ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
(Restated, 1994)
TABLE OF CONTENTS
Page
PREAMBLE .................. ...............................................1
ARTICLE I Definitions.......................................... 2
ARTICLE II Eligibility and Participation........................14
-----------------------------
2.1 Eligibility..........................................14
2.2 Membership...........................................15
2.3 Membership Voluntary.................................16
2.4 Termination of Election
to Contribute........................................16
2.5 Periods Not Receiving Wages..........................16
2.6 Voluntary Withdrawal.................................17
ARTICLE III Member Contributions.................................17
--------------------
3.1 Payroll Deductions...................................17
3.2 Change of Specified Amount of
Contribution.........................................18
3.3 Effective Date of Elections..........................18
3.4 Limitation on Contributions..........................19
ARTICLE IV Company Contributions................................19
---------------------
4.1 Payment by Company...................................19
4.2 Form of Contribution.................................20
4.3 Investment of Company Contributions..................20
4.4 No Recovery of Contributions.........................20
4.5 Limitation on Liabilities............................21
4.6 Limitation on Contributions..........................21
ARTICLE V Member Accounts......................................23
---------------
5.1 Initial and Annual Investment
Options 23
5.2 Account Organization.................................24
5.3 Fund Transfers.......................................24
5.4 Credits to Accounts..................................25
5.5 Valuation of Accounts................................25
5.6 Valuation of the Rohr Fund...........................26
<PAGE>
5.7 Applications of Forfeited
Contributions........................................27
5.8 Rights in Accounts...................................27
ARTICLE VI Benefits and Withdrawals.............................27
------------------------
6.1 Circumstances Resulting in
Full Vesting.........................................27
6.2 Vesting 28
6.3 Credit for Company Contribution......................29
6.4 Forfeitures..........................................29
6.5 Distributions Upon or After
Termination of Employment............................32
6.6 Application of Forfeitures...........................34
6.7 Special Vesting Rule.................................34
6.8 Partial Withdrawals..................................34
6.9 No Participation After Withdrawal....................35
6.10 Payment of Benefit...................................36
6.11 Limitations on Deferral
of Distributions.....................................36
6.12 Direct Transfers to Other Trustees...................37
ARTICLE VII Financing and Trustee................................39
---------------------
7.1 Trustee 39
7.2 Management of Trust Fund.............................39
7.3 Company Contributions................................41
7.4 Non-Reversion........................................42
7.5 Not Responsible for Adequacy
of Trust Fund........................................42
7.6 Investment in Rohr Common Stock......................43
7.7 Voting and Other Rights as to
Rohr Common Stock....................................43
ARTICLE VIII Beneficiaries........................................50
-------------
8.1 Designation..........................................50
8.2 Payments to Beneficiary..............................50
8.3 Absence of Designated Beneficiary....................51
8.4 Requirements for Spouse Consent......................52
8.5 Minors and Incompetents..............................52
ARTICLE IX Interpretation and Administration....................53
---------------------------------
9.1 General Administration...............................53
9.2 Management Employee Benefits
Committee............................................53
9.3 Exercise of Board of Directors'
Authority............................................58
9.4 Liability and Indemnification........................58
9.5 Compensation and Expenses............................61
<PAGE>
9.6 Resignation and Removal of Members;
Appointment of Successors............................62
9.7 Allocation and Delegation of Duties..................62
9.8 Records 63
9.9 Reliance Upon Documents and Opinions.................63
9.10 Requirement of Proof; Additional
Documents............................................64
9.11 Reliance on Committee Memorandum.....................65
9.12 Multiple Fiduciary Capacity..........................65
9.13 Claims Procedure.....................................65
9.14 Reporting and Disclosure; Annual
Statements...........................................68
ARTICLE X Amendment and Termination............................69
-------------------------
10.1 Amendment and Termination............................69
10.2 Suspension...........................................70
10.3 Distributions on Termination.........................71
10.4 Corporate Reorganization.............................71
10.5 Plan Merger or Transfer..............................72
ARTICLE XI Miscellaneous Provisions.............................73
------------------------
11.1 No Contract or Enlargement of
Employee Rights......................................73
11.2 Mailing of Payment; Missing Persons
and Lapsed Benefits..................................74
11.3 Addresses............................................74
11.4 Notices and Communications...........................75
11.5 Written and Telephonic Elections.....................75
11.6 Governing Law........................................75
11.7 Interpretation.......................................76
11.8 Withholding for Taxes................................76
11.9 Successors and Assigns...............................76
11.10 Counterparts.........................................76
11.11 Severability.........................................77
11.12 Service of Legal Process.............................77
11.13 Investment Risk......................................77
11.14 General Restriction Against
Alienation...........................................77
11.15 Incompetency.........................................79
11.16 No Examination or Accounting.........................80
ARTICLE XII Adoption by Affiliate................................80
---------------------
12.1 Affiliate Participation..............................80
12.2 Rohr, Inc. Action Binding
on Participating Affiliates..........................81
12.3 Termination of Participation
of Affiliate.........................................81
<PAGE>
FIRST AMENDMENT
TO THE
ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES
COVERED BY
COLLECTIVE BARGAINING AGREEMENTS
(Restated 1994)
The Rohr, Inc., Savings Plan for Employees Covered by Collective Bargaining
Agreements (Restated 1994) is hereby amended as follows to comply with requests
made by the Internal Revenue Service in the review of the determination letter
application filed with respect to the Plan.
1. Section 6.1 is hereby amended to read as follows:
"6.1 Circumstances Resulting in Full Vesting. Notwithstanding the
provisions of Section 6.2, a Member shall become fully vested
in his Company Contributions Account upon termination of his
employment for any one of the following reasons:
(a) termination of his employment to receive early,
normal, late or disability retirement benefits for
which he is qualified under a pension plan of the
Company or an Affiliate; or
(b) his layoff for medical reasons (other than those
excluded by Section 1.12) or his having been laid off
as a result of a reduction in the working force; or
(c) his death while an Employee of the Company or an
Affiliate; or
(d) his entry into the Armed Forces of the United States,
other than temporary service with Reserve or National
Guard units; or
(e) his permanent and total Disability for a continuous
period of six (6) months or more; or
(f) his attainment of age sixty-five (65); or
(g) his having been terminated as a result of the
withdrawal of an Affiliate with which he was employed
from participation in the Plan and the sale of the
Affiliate or its business by the Company."
2. Section 6.2 is hereby amended to read as follows:
"6.2 Vesting. Except as provided in Section 6.1, upon and after
voluntary withdrawal under Section 2.6 or upon termination of
employment, a Member shall be vested in a percentage of his
Company Contributions Account equal to the Member's vested
percentage as determined pursuant to the following schedule:
Years of Vesting Service Vested Percentage
------------------------ -----------------
1 20%
2 40%
3 60%
4 80%
5 100%
A member shall be fully vested in his Member Contributions
Account at all times."
3. Except as expressly set forth above, the provisions of the Plan as previously
restated shall continue in full force and effect.
IN WITNESS WHEREOF, Rohr, Inc., has executed this Amendment on the
day of 1996.
ROHR, INC.
By:
--------------------------
R. W. Madsen
Vice President, General
Counsel and Secretary
<PAGE>
SECOND AMENDMENT
TO THE ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING, AGREEMENTS
(RESTATED, 1994)
The Rohr, Inc. Savings Plan for Employees Covered by Collective
Bargaining Agreements (Restated, 1994) is hereby amended as follows. This
Amendment is adopted to reflect the terms of 1996 Collective Bargaining
Agreements and to comply with the provisions of the Uniformed Services
Employment and Reemployment Rights Act of 1994, as implemented by Internal
Revenue Service Revenue Procedure 96-49.
1. Subsection (a) of Section 4.1 is hereby amended to read as follows:
(a) The Company shall pay to the Trustee an amount equal to
fifty percent (50%) of the first seventy dollars ($70) of the contribution made
by each Member for any two week period referred to in Section 3.1 provided that
the maximum Company contribution for any Member for any such two-week period
shall be thirty five dollars ($35.00)."
2. A new Section 11.17 is hereby added to read as follows:
"11.17 Military Service. Notwithstanding any provisions of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u)
of the Code."
3. The provisions of paragraph 2 above shall be effective as provided
in the Uniformed Services Employment and Reemployment Rights Act of 1994. The
provisions of paragraph 1 above shall be effective as follows:
(a) Beginning with the last payroll period commencing in
February, 1996, in the case of any Member who is a member of a barraging unit
represented by the International Association of Machinists and Aerospace Workers
and its affiliated Aerospace Defense Industry Related Lodge No. 725, and its
affiliated Aeronautical Mechanics Lodge No 755;
(b) Beginning with the last payroll period commencing in
February 1996, in the case of any Member who is a member of a bargaining unit
represented by the International Association of Machinists and Aerospace Workers
and its affiliated Aerospace/Defense Industry Related Lodge No. 725 and its
affiliated De Anza Lodge No. 964; and
(c) Beginning with the last payroll period commencing in June
1996, in the case of any Member who is a member of a bargaining unit represented
by the International Union of Operating Engineers.
4. Except as expressly set forth above, the provisions of the Plan as
previously restated shall continue in full force and effect.
In Witness Whereof, Rohr, Inc. has executed this Amendment on the day of
, 1996.
ROHR, INC.
By:
-------------------------------
R. W. Madsen
Vice President and General
Counsel
<PAGE>
THIRD AMENDMENT
TO THE ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
(RESTATED, 1994)
The Rohr, Inc. Savings Plan for Employees Covered by Collective
Bargaining Agreements (Restated, 1994), is hereby amended as follows. This
Amendment is adopted to change the Plan Year to the calendar year, to reflect
additional terms of the 1996 Collective Bargaining Agreement and to reflect
provisions of the Small Business Job Protection Act of 1996.
1. Section 1.11 is hereby amended by adding the following sentence at
the end of such Section, effective for Plan Years beginning after December 31,
1997:
"Compensation shall be determined without regard to the
provisions of Code Sections 125, 402(e)(3), 402(h)(1)(B) and 403(b)."
2. Section 1.20 is hereby amended so that the first paragraph
of such Section reads as follows, effective for Plan Years commencing after
December 31, 1996:
"1.20 "Leased Employee" shall mean any person (other than an
employee of the recipient) who pursuant to an agreement between the
recipient and any other person (a "leasing organization") has performed
services for the recipient (or for the recipient and related persons
determined in accordance with section 414(n)(6) of the Code) on a
substantially full time basis for a period of at least one year, if
such services are performed under primary direction or control of the
recipient. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for
the recipient employer shall be treated as provided by the
recipient employer. For purposes of this Section 1.20, the term
recipient shall mean the Company and its Affiliates."
3. Section 1.28 is hereby amended to read as follows:
"1.28 "Plan Year" shall mean each of the following periods:
(a) Each twelve (12) consecutive month period ending on any
July 31 and prior to August 1, 1997;
(b) The five month period ending December 31, 1997; and
(c) Any calendar year commencing after December 31, 1997."
4. Section 5.1, subsection (b), is amended to read as follows,
effective February 12, 1996:
"(b) Each investment election hereunder shall remain in effect
until changed by the Member, and may be changed once each calendar
month, only to another investment election permitted hereunder. Such
change shall be made by notice in such form and to such person or
persons as the Committee may designate. Such election shall be
effective as soon as reasonably practical but no later than with the
amount contributed by the Member from his wages for the first pay
period ending in the first month beginning after such election."
5. Section 5.3 is amended by replacing the words "once each
calendar quarter" with the words "once each month" at the beginning of
the first sentence of such Section.
6. Subsection (a) of Section 6.5 is amended by replacing the dollar
amount "three thousand five hundred dollars ($3,500)" with the dollar
amount five thousand dollars ($5,000)."
7. Subsection (b) of Section 6.5 is amended to read as follows,
effective for Plan Years beginning after December 31, 1996:
"(a) Notwithstanding any other provision of this Plan, the Member's
entire vested interest under this Plan shall be distributed not later
than April 1 of the calendar year following the calendar year in which
the Member actually retires. For purposes of this subsection (a), a
Member shall be deemed to have retired upon his or her attainment of
age seventy and one half (70 1/2) if the Member attains age seventy and
one half (70 1/2) on or before December 31, 1998, and so elects, in
such manner as shall be determined by the Committee."
8. The provisions of this Third Amendment shall be subject to and
shall be deemed to include such modifications, if any, as may be
required to obtain a determination from the Internal Revenue Service
that the Plan, as amended, retains its qualified status under Internal
Revenue Code Section 401 (upon a timely request for such a
determination).
9. Except as set forth in this Third Amendment, the provisions of the
Plan, as previously in effect, shall continue in full force and effect.
In Witness Whereof, Rohr, Inc., has caused its duly authorized officers
to execute this Third Amendment this day of , 1997.
ROHR, INC.
By:
----------------------------
Richard W. Madsen
Vice President and
General Counsel
<PAGE>
FOURTH AMENDMENT
TO THE ROHR, INC.
SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
(RESTATED, 1994)
The Rohr, Inc. Savings Plan for Employees Covered by Collective
Bargaining Agreements (Restated, 1994), is hereby amended as follows. The
purpose of this Fourth Amendment is to reflect the effect of the anticipated
acquisition of the majority of the stock of Rohr, Inc., directly or indirectly
by The B.F. Goodrich Company.
1. Section 1.18, subsection (d), is hereby amended to read as follows:
"(d) "Employer Stock Fund" shall mean a fund (formerly called
the "Rohr Fund") which the Trustee shall invest solely in Employer
Common Stock, as defined in Section 1.14A, and in short term liquid
investments necessary to satisfy the potential cash needs for transfers
and payments from such Fund."
2. A new Section 1.14A is hereby added to read as follows:
"1.28A "Employer Common Stock" shall mean common stock of
Rohr, Inc., or any successor to Rohr, Inc., provided that if the stock
of Rohr, Inc., is not publicly traded and more than fifty percent (50%)
of the common stock of Rohr, Inc., is owned by a parent corporation
whose stock is publicly traded, "Rohr Common Stock" shall refer to the
common stock of that parent corporation."
3. Subsections (c) and (d) of Section 5.1 are hereby added to read as
follows:
"(c) Following the exchange of stock of Rohr, Inc. for stock
of BF Goodrich, Inc. pursuant to the acquisition of Rohr, Inc., by BF
Goodrich, Inc., no previous or future election to cause new
contributions to be invested in the Employer Stock Fund shall be
effective except for any such elections which shall be made after the
Committee adopts a resolution authorizing the resumption of such
elections.
(d) The Committee shall select the Investment Fund or Funds in
which a Member's new contributions shall be invested only with respect
to that portion of such contributions, if any, for which no election
shall be in effect pursuant to this Section 5.1."
4. Section 5.3 is hereby amended to replace the words "Rohr Fund," in
each place such words are used, with the words "Employer Stock Fund."
5. Section 5.6 is hereby amended to read as follows:
"5.6 Valuation of the Employer Stock Fund.
(a) The Employer Stock Fund shall be valued by the Trustee,
using unit accounting or such other method (consistent with this
Section) as may be determined by the Trustee, so that each Member's
interest in such Fund shall take into account his proportionate
interest in Employer Common Stock and other assets that may be held in
such Fund and in the earnings and losses attributable to all of such
assets.
(b) The value of Employer Common Stock held in the Employer
Stock Fund, on any date as of which such value is to be determined
under this Plan, shall be determined by any reasonable and consistent
valuation method selected by the Committee which complies with the
requirements of ERISA, the Code and the Regulations thereunder.
(c) In the event and to the extent that the Trust Fund
purchases or sells Employer Common Stock, the purchase or sale shall be
on the open market and shall comply with the requirements of Section
408(e) of ERISA and the value of the shares of Employer Common Stock
which are purchased or sold, on the date of such purchase or sale,
shall be equal to the actual net purchase or sales price of such
shares."
6. Section 6.10, subsection (a), is hereby amended to read as follows:
"(a) The whole or any portion of the amount payable under this
Article VI shall be paid in cash. With respect to any amount payable
under this Article VI from that portion of a Member's Account which is
allocated to the Employer Stock Fund, the Committee may, in its
discretion, direct such payment to be made wholly or partly in kind,
whether or not requested to do so by the person entitled to receive
such payment. Any Employer Common Stock transferred to a Member or
Beneficiary shall be in the form of a certificate in the name of the
Member or Beneficiary."
7. Section 6.12, subsection (f) is hereby amended by replacing the
words "Rohr stock" with the words "Employer Common Stock."
8. Section 7.6 is hereby amended to read as follows:
"7.6 Investment in Employer Common Stock. Pursuant to the provisions of
this Plan, and in accordance with the purposes for which the Plan was
established and is maintained, certain portions of the Trust Fund may be
invested in Employer Common Stock thereby allowing Members the opportunity to
share in the potential growth of the Company. The Trust Agreements and other
documents and instruments which shall be established from time to time to
implement the Plan shall include such provisions as may be necessary or
convenient to implement this purpose. Accordingly, the Investment Managers,
Trustees, or other persons responsible for the management and control of the
Trust Fund shall not have the responsibility or authority to dispose of such
investment on the grounds of requirements for diversification or prudence of
investment that apply to other investments of the Trust Fund."
9. Section 7.7 is hereby amended to read as follows:
"7.7 Voting and Other Rights as to Employer Common Stock.
Notwithstanding any other provisions of this Plan, the provisions of
this Section 7.7 shall govern the voting and tendering of Employer
Common Stock. The Company, after consultation with the Trustee, shall
provide and pay for all printing, mailing, tabulation and other costs
associated with the voting and tendering of Employer Common Stock.
(a) Voting.
(i) When the issuer of the Employer Common
Stock prepares for any annual or special meeting, the Company
shall notify the Trustee ten (10) days in advance of the
intended record date and shall cause a copy of all materials
to be sent to the Trustee. Based on these materials the
Trustee shall prepare a voting instruction form. At the time
of mailing of notice of each annual or special stockholders'
meeting of the issuer of the Employer Common Stock, the
Company shall cause a copy of the notice and all proxy
solicitation materials to be sent to each Plan Member with an
interest in Employer Common Stock held in the Trust, together
with the foregoing voting instruction form to be returned to
the Trustee or its designee. The form shall show the
proportional interest in the number of full and fractional
shares of Employer Common Stock credited to the Member's
Accounts held in the Employer Stock Fund. The Company shall
provide the Trustee with a copy of any materials provided to
the Members and shall certify to the Trustee that the
materials have been mailed or otherwise sent to Members.
(ii) Each Member with an interest in the
Employer Stock Fund shall have the right to direct the Trustee
as to the manner in which the Trustee is to vote (including
not to vote) that number of shares of Employer Common Stock
reflecting such Member's proportional interest in the Employer
Stock Fund (both vested and unvested). Directions from a
Member to the Trustee concerning the voting of Employer Common
Stock shall be communicated in writing, or by mailgram or
similar means. These directions shall be held in confidence by
the Trustee and shall not be divulged to the Company, or any
officer or employee thereof, or any other person. Upon its
receipt of the directions, the Trustee shall vote the shares
of Employer Common Stock reflecting the Member's proportional
interest in the Employer Stock Fund as directed by the Member.
The Trustee shall not vote shares of Employer Common Stock
reflecting a Member's proportional interest in the Employer
Stock Fund and for which it has received no direction from the
Member.
(iii) The Trustee shall vote that number of
shares, if any, of Employer Common Stock not credited to
Members' Accounts in the same proportion on each issue as it
votes those shares credited to Members' accounts for which it
received voting directions from Members.
(b) Tender Offers.
(i) Upon commencement of a tender offer for
any securities held in the Trust that are Employer Common
Stock, the Company shall notify each Plan Member with an
interest in such Employer Common Stock of the tender offer and
utilize its best efforts to timely distribute or cause to be
distributed to the Member the same information that is
distributed to shareholders of the issuer of Employer Common
Stock in connection with the tender offer, and, after
consulting with the Trustee, shall provide and pay for a means
by which the Member may direct the Trustee whether or not to
tender the Employer Common Stock reflecting such Member's
proportional interest in the Employer Stock Fund (both vested
and unvested). The Company shall provide the Trustee with a
copy of any material provided to the Members and shall certify
to the Trustee that the materials have been mailed or
otherwise sent to Members.
(ii) Each Member shall have the right to
direct the Trustee to tender or not to tender some or all of
the shares of Employer Common Stock reflecting such Member's
proportional interest in the Employer Stock Fund (both vested
and unvested). Directions from a Member to the Trustee
concerning the tender of Employer Common Stock shall be
communicated in writing, or by mailgram or such similar means
as is agreed upon by the Trustee and the Company under the
preceding paragraph. These directions shall be held in
confidence by the Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other
person except to the extent that the consequences of such
directions are reflected in reports regularly communicated to
any such persons in the ordinary course of the performance of
the Trustee's services hereunder. The Trustee shall tender or
not tender shares of Employer Common Stock as directed by the
Member. The Trustee shall not tender shares of Employer Common
Stock reflecting a Member's proportional interest in the
Employer Stock Fund for which it has received no direction
from the Member.
(iii) The Trustee shall tender that number
of shares, if any, of Employer Common Stock not credited to
Members' Accounts in the same proportion as the total number
of shares of Employer Common Stock credited to Members'
Accounts for which it has received instructions from Members.
(iv) A Member who has directed the Trustee to tender
some or all of the shares of Employer Common Stock reflecting
the Member's proportional interest in the Rohr Fund may, at
any time prior to the tender offer withdrawal date, direct the
Trustee to withdraw some or all of the tendered shares
reflecting the Member's proportional interest, and the Trustee
shall withdraw the directed number of shares from the tender
offer prior to the tender offer withdrawal deadline. Prior to
the withdrawal deadline, if any shares of Employer Common
Stock not credited to Members' Accounts have been tendered,
the Trustee shall redetermine the number of shares of Employer
Common Stock that would be tendered under subparagraph (iii)
above if the date of the foregoing withdrawal were the date of
determination, and withdraw from the tender offer the number
of shares of Employer Common Stock not credited to Members'
Accounts necessary to reduce the amount of tendered Employer
Common Stock not credited to Members' Accounts to the amount
so redetermined. A Member shall not be limited as to the
number of directions to tender or withdraw that the Member may
give to the Trustee.
(v) A direction by a Member to the Trustee
to tender shares of Employer Common Stock reflecting the
Member's proportional interest in the Employer Stock Fund
shall not be considered a written election under the Plan by
the Member to withdraw, or have distributed, any or all of his
withdrawable shares. The Trustee shall credit to each
proportional interest of the Member from which the tendered
shares were taken the proceeds received by the Trustee in
exchange for the shares of Employer Common Stock tendered from
that interest. Such amount shall be invested pursuant to the
Member's election then in effect under Section 5.1(a).
(c) Shares Credited. For all purposes of this Section 7.7, the
number of shares of Employer Common Stock deemed "credited" or
"reflected" to a Member's proportional interest shall be determined as
of the last preceding Valuation Date. The trade date is the date the
transaction is valued.
(d) General. With respect to all rights other than the right
to vote, the right to tender, and the right to withdraw shares
previously tendered, in the case of Employer Common Stock credited to a
Member's proportional interest in the Employer Stock Fund, the Trustee
shall follow the directions of the Member and, if no such directions
are received, the directions of the Committee. The Trustee shall have
no duty to solicit directions from the Members. With respect to all
rights other than the right to vote and the right to tender, in the
case of Employer Common Stock not credited to Members' Accounts, the
Trustee shall follow the directions of the Committee.
(e) Conversion. All provisions in this Section 7.7 shall also
apply to any securities received as a result of a conversion of
Employer Common Stock."
10. The provision of this Fourth Amendment shall be effective upon the
closing of the acquisition of the majority of the stock of Rohr, Inc., directly
or indirectly, by BF Goodrich, Inc.
11. Except as set forth in this Fourth Amendment, the provisions of
the Plan, as previously in effect, shall continue in full force and effect.
In Witness Whereof, Rohr, Inc., has caused its duly authorized officers
to execute this Third Amendment this day of , 1997.
ROHR, INC.
By:
--------------------------------
Richard W. Madsen
Vice President and
General Counsel
EXHIBIT 5
May 28, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Dear Sirs:
Please be advised that The B.F.Goodrich Company is filing herewith a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
relating to the registration of securities to be issued under the Pretax
Savings Plan for the Salaried Employees of Rohr, Inc. (Restated 1994) and the
Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements (Restated 1994) (the "Plans").
In connection with such filing, I, or attorneys employed or engaged by The
B.F.Goodrich Company, have examined such documents, certificates, and records
and have made such inquiries as I have deemed necessary or appropriate in order
to give the opinions expressed herein. On the basis of such examination and
inquiries, I am of the opinion that the Common Stock of The B.F.Goodrich Company
to be issued under the Plans, will, when issued in accordance with the Plans, be
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other laws of general
applicability relating to or affecting creditors' rights.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement.
Very truly yours,
/s/Nicholas J. Calise
Nicholas J. Calise
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the Registration Statement
(Form S-8) for the registration of The B.F.Goodrich Company Common Stock under
the Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Restated 1994)
and the Rohr, Inc. Savings Plan for Employees Covered by Collective
Bargaining Agreements (Restated 1994), of our report dated February 16, 1998,
with respect to the consolidated financial statements of The
B.F.Goodrich Company incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
--------------------
ERNST & YOUNG LLP
Cleveland, Ohio
May 26, 1998
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The B.F.Goodrich Company on Form S-8 of our reports dated September 11, 1997,
on our audits of Rohr, Inc. as of July 31, 1996 and for each of the two years in
the period then ended, incorporated by reference in the Annual Report on Form
10-K of The BFGoodrich Company for the year ended December 31, 1997.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
San Diego, California
May 26, 1998
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Lee Tobler, Terrence G. Linnert and
Nicholas J. Calise, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and revocation, in his or her
name and on his or her behalf, to do any and all acts and things and to execute
any and all instruments which they may deem necessary or advisable to enable
The B.F.Goodrich Company (the "Company") to comply with the Securities Act of
1933 (the "Act") and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the Act of shares of the Company's common Stock ($5 par value) to be
issued pursuant to The B.F.Goodrich Company Directors' Deferred Compensation
Plan, and various existing stock option and employee savings plans or Rohr,
Inc., including power and authority to sign his or her name in any and all
capacities (including his or her capacity as a Director and/or Officer of the
Company) to Registration Statements on Form S-8, and to any and all amendments,
including post-effective amendments, to such Registration Statements, and to any
and all instruments or documents filed as part of or in connection with such
Registration Statements or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorneys-in-fact and agents, or any of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
16th day of February, 1998.
/s/Jeanette Grasselli Brown /s/David L. Burner
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Diane C. Creel /s/George A. Davidson, Jr.
- ---------------------------- ----------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/Jodie K. Glore
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/Douglas E. Olesen /s/ Richard de J. Osborne
- ---------------------------- ----------------------------
(Douglas E. Olesen) (Richard de J. Osborne)
Director Director
<PAGE>
/s/Alfred M. Rankin, Jr. /s/Robert H. Rau
- ---------------------------- ----------------------------
(Alfred M. Rankin, Jr.) (Robert H. Rau)
Director Director
/s/D. Lee Tobler /s/James R. Wilson
- ---------------------------- ----------------------------
(D. Lee Tobler) (James R. Wilson)
Executive Vice President and Director Director
(Principal Financial Officer)
/s/A. Thomas Young
- ----------------------------
(A. Thomas Young)
Director
EXHIBIT 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Lee Tobler, Terrence G. Linnert and
Nicholas J. Calise, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and revocation, in his or her
name and on his or her behalf, to do any and all acts and things and to execute
any and all instruments which they may deem necessary or advisable to enable
The B.F.Goodrich Company (the "Company") to comply with the Securities Act of
1933 (the "Act") and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the Act of shares of the Company's common Stock ($5 par value) to be
issued pursuant to The B.F.Goodrich Company Directors' Deferred Compensation
Plan, and various existing stock option and employee savings plans or Rohr,
Inc., including power and authority to sign his or her name in any and all
capacities (including his or her capacity as a Director and/or Officer of the
Company) to Registration Statements on Form S-8, and to any and all amendments,
including post-effective amendments, to such Registration Statements, and to any
and all instruments or documents filed as part of or in connection with such
Registration Statements or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorneys-in-fact and agents, or any of
them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
20th day of April, 1998.
/s/Robert D. Koney, Jr.
----------------------------
(Robert D. Koney, Jr.)
Vice President and Controller
(Principal Accounting Officer)
