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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Financial Corporation
(Name of Issuer)
Series F and Series G Preferred Stock
(Title of Class of Securities)
Series F - 026087809
Series G - 026087874
(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 3
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ X ].
Page 1 of 84 Pages
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CUSIP NO. 026087809 13D Page 2 of 84 Pages
026087874
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/
Retirement Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
8,452,624 Preferred Shares (See Item 5)
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
8,452,624 Preferred Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,452,624 Preferred Shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.9% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
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This Statement is filed on behalf of the Administrative Plan
Committee (the "Plan Committee") of The American Financial
Corporation Employee Stock Ownership/Retirement Plan (the "AFC
ESORP") (the Plan Committee is sometimes referred to herein as
the "Reporting Person").
Item 1. Security and Issuer.
This Statement relates to shares of $1.00 par, Series F
Voting Cumulative Preferred Stock and $1.00 par, Series G Voting
Cumulative Preferred Stock (collectively, the "AFC Preferred
Stock") of American Financial Corporation, an Ohio corporation
("AFC"). The principal executive offices of AFC are located at
One East Fourth Street, Cincinnati, Ohio 45202.
American Financial Corporation ("AFC") is a holding company
operating through wholly-owned and majority-owned subsidiaries
and other companies in which it beneficially owns significant
equity interests. These companies operate in a variety of
financial businesses, primarily property and casualty insurance
and including annuities and portfolio investing. In non-
financial areas, these companies have substantial operations in
the food products industry, and radio and television station
operations. All of the outstanding common stock of AFC is owned
by American Premier Group, Inc. ("American Premier").
Item 2. Identity and Background.
The Administrative Plan Committee of The American Financial
Corporation Employee Stock Ownership/Retirement Plan is composed
of Sandra W. Heimann and Ronald F. Walker.
Sandra W. Heimann's principal occupation is as a Vice
President of AFC. Ronald F. Walker's principal occupation is as
an executive of AFC. He is presently a director of AFC. Ms.
Heimann's business address is One East Fourth Street, Cincinnati,
Ohio 45202. Mr. Walker's business address is 580 Walnut Street,
Cincinnati, Ohio 45202.
None of the persons listed above have during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The shares of AFC Preferred Stock to which this Statement
relates were granted voting rights immediately before a
transaction involving the acquisition of AFC by American Premier,
as a result of which on April 3, 1995, American Premier became
the owner of all of the outstanding common stock of both AFC and
American Premier Underwriters, Inc. (the "Acquisition").
Following the Acquisition, the Preferred Stock represented
approximately 21% of the total voting power of AFC.
Item 4. Purpose of Transaction.
The Reporting Person considers the beneficial ownership of
AFC Preferred Stock as an investment by the AFC ESORP in the
ordinary course of its business. From time to time the AFC ESORP
may acquire additional shares of AFC Preferred Stock or dispose
of all or some of the shares of AFC Preferred Stock which it
beneficially owns. The AFC ESORP has in the past, and expects to
continue to, make distributions of AFC Preferred Stock to its
participants, as well as repurchase such shares at current market
prices.
Except as set forth in this Item 4, the Reporting Person
presently has no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of March 31, 1995, the Reporting Person beneficially
owned an aggregate of 8,452,624 shares (or approximately 59.9%)
of the outstanding AFC Preferred Stock as follows:
Number of Shares of Percent
Holder Series F Series G Interest
AFC ESORP 8,375,724 76,900 59.9%
Between March 6, 1995 and March 31, 1995, the AFC ESORP
distributed 1,143,270 shares of AFC Series F to its participants
and purchased 331,608 of these shares at prices ranging from
$16.125 to $16.875 per share.
Neither AFC nor American Premier has any ownership in, or
voting control over, the assets of the AFC ESORP, including the
AFC Preferred Stock held thereby.
Except as set forth in this Item 5, to the best knowledge
and belief of the undersigned, no transactions involving American
Premier Common Stock have been effected during the past 60 days
by the Reporting Persons.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Please see the American Financial Corporation Employee Stock
Ownership/Retirement Plan Trust Agreement Amended and Restated as
of January 1, 1994 and American Financial Corporation Employee
Stock Ownership/Retirement Plan Amended and Restated as of
January 1, 1994 which are attached as Exhibits.
Item 7. Material to be filed as Exhibits.
(1) Powers of Attorney executed in connection with
filings under the Securities Exchange Act of 1934,
as amended.
(2) American Financial Corporation Employee Stock
ownership/Retirement Plan Trust Agreement Amended
and Restated as of January 1, 1994.
(3) American Financial Corporation Employee Stock
Ownership/Retirement Plan Amended and Restated as
of January 1, 1994.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: April 11, 1995
THE ADMINISTRATIVE PLAN COMMITTEE OF THE
AMERICAN FINANCIAL CORPORATION EMPLOYEE
STOCK OWNERSHIP/RETIREMENT PLAN
By: Sandra W. Heiman
Sandra W. Heiman, Member
THE ADMINISTRATIVE PLAN COMMITTEE OF THE
AMERICAN FINANCIAL CORPORATION EMPLOYEE
STOCK OWNERSHIP/RETIREMENT PLAN
By: Ronald F. Walker
Ronald F. Walker, Member
(AFC.13D)
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Exhibit 1
POWER OF ATTORNEY
I, Sandra W. Heimann, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as a
member of the The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/Retirement Plan
(the "Plan Committee") and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of the Plan Committee pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 4th day of April, 1995.
/s/ Sandra W. Heimann
Sandra W. Heimann
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Exhibit 1
POWER OF ATTORNEY
I, Ronald F. Walker, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as a
member of the The Administrative Plan Committee of The American
Financial Corporation Employee Stock Ownership/Retirement Plan
(the "Plan Committee") and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of the Plan Committee pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 4th day of April, 1995.
/s/ Ronald F. Walker
Ronald F. Walker
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Exhibit 2
AMERICAN FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP/RETIREMENT PLAN TRUST AGREEMENT
AMENDED AND RESTATED AS OF JANUARY 1, 1994
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THIS TRUST AGREEMENT made and entered into this ___ day of
________, 1994 by and between AMERICAN FINANCIAL CORPORATION, an
Ohio corporation (hereinafter referred to as "Employer"), and PNC
BANK, OHIO, NATIONAL ASSOCIATION (hereinafter referred to as
"Trustee");
W I T N E S S E T H:
The Employer desires to amend and restate the American
Financial Corporation Employee Stock Ownership/Retirement Plan
Trust Agreement;
Accordingly, the Employer and the Trustee hereby amend and
restate the AMERICAN FINANCIAL CORPORATION EMPLOYEE STOCK
OWNERSHIP/RETIREMENT PLAN TRUST as follows:
ARTICLE 1
TRUST ASSETS
1.1 The Employer shall pay or cause to pay "Employer
Contributions" to the Trustee from time to time in accordance
with the Plan. The assets transferred to the Trustee from
Employer Contributions hereinafter made and all investments
thereof, together with all accumulations, accruals, earnings and
income with respect thereto, shall be held by the Trustee in
trust hereunder as the Trust assets. The Trust assets shall be
received by the Trustee and allocated between separate trust
funds, as provided in Article 2 pursuant to written instructions
to the Trustee from the Committee. The Trustee shall not be
responsible for the administration of the Plan, maintaining any
records of Participants' Accounts under the Plan, or the
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computation of or collection of Employer Contributions, but shall
hold, invest, reinvest, manage, administer and distribute the
Trust assets, as provided herein, for the exclusive benefit of
the Participants, retired Participants and their Beneficiaries.
ARTICLE 2
INVESTMENTS
2.1 The Trustee shall invest and reinvest the Trust
assets without distinction between principal and income in
accordance with the terms of the Plan and this Trust Agreement.
2.2 Employer Contributions which are specified by the
Committee shall be invested in Employer Securities as soon as it
is practicable after the receipt of any said Employer
Contributions; provided, however, that if, in the judgment of the
Trustee, any purchase by the Trustee of Employer Securities might
be in violation of applicable federal securities laws and the
rules and regulations thereunder, the Trustee may invest all or
any part of funds otherwise specified to be invested in Employer
Securities in either securities issued or guaranteed by the
United States of America or any agency thereof or in short-term
commercial paper until such time as in the opinion of the Trustee
a purchase by it of Employer Securities would not be in violation
of such laws and such rules and regulations, at which time the
Trustee shall invest such funds in Employer Securities. The
Trustee, in its sole judgment, may invest up to 100% of Employer
Contributions in Employer Securities. Pending investment or
payment of expenses or benefits, the Trustee may hold any portion
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of the Trust assets in cash without liability for interest or may
make investments in securities issued or guaranteed by the United
States of America or any agency thereof or in short-term
commercial paper.
2.3 Dividends, interest and other distributions of
securities, property or cash received by the Trustee on or with
respect to investments of any separate trust funds shall be
reinvested in the same separate trust fund. Any securities
received by the Trustee as a stock split or dividend or as a
result of a reorganization or other recapitalization of the
Employer shall be allocated as of each accounting date in the
same manner as the stock to which it is attributable is then
allocated. In the event any rights, warrants or options are
issued on Employer Securities held in the Trust, the Trustee
shall exercise them for the acquisition of additional Employer
Securities to the extent that cash is then available. Any
Employer Securities acquired in this fashion shall be treated as
Employer Securities bought by the Trustee for the net price paid.
Any rights, warrants or options on Employer Securities which
cannot be exercised for lack of cash may be sold by the Trustee
and the proceeds treated as a current cash dividend received on
Employer Securities.
2.4 The Trustee shall also, as directed by the Committee,
place funds in savings accounts or certificates of deposit issued
by any bank (including that of the Trustee) or savings and loan
association, invest in stocks, shares and obligations of
corporations or of unincorporated associations or trusts or
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investment companies or in any kind of investment fund (including
the common trust funds or collective investment funds maintained
by the Trustee or any of its affiliates and investment management
companies for which the Trustee or its affiliates receive
compensation for providing investment advisory, custody or
transfer agency functions), mutual fund or common trust fund, or
in realty or personalty, including purchase and leaseback
transactions, interest in oil or other depletable natural
resources and in other kinds of investments which are legal and
prudent investments for trustees.
2.5 The Committee shall assume responsibility and be
liable for the making of prudent investments to the extent
prescribed in this Article and as is more particularly set forth
in the Plan. Investments directed by the Committee shall not be
in conflict with the "Prohibited Transactions" provisions of the
Code. The Trustee shall also, pursuant to directions received
from the Committee, purchase such securities or other property,
including shares of stock of any classification issued by the
Employer, or shall sell such securities or other property held as
part of the Trust assets. The Trustee shall have no obligation
whatsoever to seek or request any such direction from the
Committee, nor shall the Trustee have any power or authority to
dispose of any securities or property acquired pursuant to such
direction, unless directed by the Committee.
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ARTICLE 3
POWER AND AUTHORITY OF THE TRUSTEE
3.1 In extension and not in limitation of the powers
given to the Trustee by law or by other provisions of this Trust
Agreement, or the Plan, the Trustee shall have the following
powers with respect to the Trust Fund to the extent that such
powers or the exercise thereof do not adversely affect the
qualification of the Plan or the tax-exempt status of this Trust
under the Code or violate any of the provisions of ERISA;
(a) To retain, manage, operate, repair, develop,
preserve, improve, mortgage or lease for any period any real
property held by the Trustee upon such terms and conditions
as the Trustee deems proper, either alone or by joining with
others, using other Trust assets for any such purposes if
deemed advisable; to modify, extend, renew or otherwise
adjust any or all of the provisions of any such mortgage or
lease, including the waiver of rentals, if by it deemed
advisable; and to make provisions for the amortization of
the investment and/or depreciation of the value of such
property, as the Trustee may deem advisable;
(b) To make, execute, acknowledge and deliver any
and all deeds, leases, assignments and instruments;
(c) To borrow or raise money from itself or any
other person, firm or corporation for the purposes of the
Trust Fund to the extent that the Trustee shall deem
desirable to acquire Employer Securities or any other
property authorized by this Trust Agreement to pay expenses
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of the Trust or to finance or repay indebtedness which was
incurred to acquire Employer Securities or other property or
to pay expenses of the Trust. The Trustee shall give its
note, as Trustee, with such interest and security for the
loan as may be appropriate or necessary;
(d) To vote any stocks, bonds or other securities
held in the Trust, or otherwise consent to or request any
action on the part of the issuer in person or by proxy;
provided, however, that the Trustee shall vote Employer
Stock as prescribed in accordance with the provisions of
Article 4 hereof;
(e) To give general or specific proxies or powers
of attorney with or without powers of substitution;
(f) To participate in reorganizations,
recapitalizations, consolidations, mergers and similar
transactions with respect to Employer Stock or any other
securities;
(g) To deposit such Employer Stock or other
securities in any voting trust or with any protective or
like committee or with a trustee or with depositories
designated thereby;
(h) To exercise any options, subscription rights
or conversion privileges;
(i) To sue, defend, compromise, arbitrate or
settle any suit or legal proceeding or any claim due it or
on which it is liable;
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(j) To retain, acquire or otherwise deal in any
of its own capital stock if it is so expressly directed by
the Committee or in any stock for which it is registrar,
transfer agent and the like;
(k) To contract or otherwise enter into
transactions between itself as Trustee and as bank, between
itself as Trustee and the Employer, its subsidiaries and
affiliates, or any of them, or between itself as Trustee and
any other institution for which it then, theretofore or
thereafter may be acting as Trustee;
(l) To retain any of the Trust assets in cash or
deposit with itself as a bank or otherwise without liability
for the payment of interest thereon or in property returning
no income or slight income, so long as the Trustee deems
this to be advisable for the Trust;
(m) To employ the services of any investment or
brokerage firm to assist in the purchasing or selling of any
assets held hereunder or to otherwise aid in the
administration of the Plan;
(n) To exercise any of the powers of an owner
with respect to such Employer Securities or other property
comprising the Trust assets. The Employer may authorize the
Trustee to act on any matter or class of matters with
respect to which direction or other instruction to the
Trustee by the Employer is called for hereunder without
specific direction or other instruction from the Committee;
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(o) To employ or consult with such legal counsel
(which may be counsel for the Employer), accountants,
brokers, custodians and other agents as it shall deem
advisable; and to deposit any or all of the Trust assets
with any agent to be held by such agent for the Trustee upon
the terms and conditions as the agent and the Trustee agree;
and to pay reasonable expenses and compensation for all of
such services;
(p) To sell, transfer, mortgage, pledge, lease or
otherwise dispose of, or grant options with respect to any
securities or other property in the Trust at public or
private sale;
(q) Perform all acts, take all such proceedings,
and exorcise all such rights and privileges, whether or not
expressly authorized herein, which it may deem necessary or
proper for the proper administration and protection of the
Trust assets.
Each and all of the foregoing powers may be exercised
without court order or other legal formality. No one dealing
with the Trustee need inquire concerning the validity or
propriety of anything that is done or need see to the application
of any moneys paid or property transferred to or upon the order
of the Trustee.
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ARTICLE 4
VOTING EMPLOYER STOCK
4.1 In the event voting Employer Stock is held in the
Trust, the Committee shall determine whether such voting Employer
Stock is Participant-Voted Stock or Committee-Voted Stock
pursuant to Article 11 of the Plan.
ARTICLE 5
NOMINEES
5.1 The Trustee may register any securities or other
property held by it under its own name or in the name of its
nominees with or without the addition of words indicating that
such securities are held in a fiduciary capacity, and may hold
any securities in bearer form, but the books and records of the
Trustee shall at all times show that all such investments are
part of the Trust.
ARTICLE 6
RECORDS
6.1 The Trustee shall keep accurate and detailed accounts
of all investments, receipts and disbursements and other
transactions hereunder, and all accounts, books and records
relating thereto shall be open to inspection by any person
designated by the Committee or the Employer at all reasonable
times. The Trustee shall maintain such records, make such
computations, except as concerns Employer Contributions, and
perform such ministerial duties as the Committee may from time to
time request.
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ARTICLE 7
REPORTS
7.1 Within 60 days after the end of each December 31 or
the removal or resignation of the Trustee, and as of any other
date specified by the Committee, the Trustee shall file a report
with the Committee. This report shall show all purchases, sales,
receipts, disbursements and other transactions effected by the
Trustee during the year or period for which the report is filed
and shall contain an exact description, the cost as shown on the
Trustee's books, and where readily ascertainable, the market
value of the end of such period, of every item held in the Trust
and the amount and nature of every obligation owed by the Trust.
The Trustee may rely without liability upon the valuation of
Employer Securities as determined by the Committee. The Trustee
shall be forever released and discharged from all liability for
all acts set forth in such report, except for actual fraud,
unless within 90 days after the date of such report the Committee
notifies the Trustee of its objection or objections to any matter
set forth therein.
ARTICLE 8
DISTRIBUTIONS
8.1 The Trustee shall make distributions from the Trust
at such times and in such numbers of shares of Employer
Securities and amounts of cash to or for the benefit of the
person entitled thereto under the Plan as the Committee directs
in writing. Any undistributed part of a Participant's Capital
Accumulation shall be retained in the Trust until the Committee
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directs its distribution. Where distribution is directed in
Employer Securities, the Trustee shall cause an appropriate
certificate to be issued to the person entitled thereto and
mailed to the address furnished it by the Committee; provided,
however, that the Trustee shall comply with the provisions of the
Plan and the regulations of the Committee relating to repurchase
of such stock by the Trust or by the Employer. Any portion of a
Participant's Capital Accumulation to be distributed in cash
shall be paid by the Trustee mailing its check to the same person
at the same address.
ARTICLE 9
SIGNATURES
9.1 All communications required hereunder from the
Employer or the Committee to the Trustee shall be in writing
signed by an officer of the Employer or a person authorized by
the Committee to sign on its behalf. The Committee shall
authorize one or more individuals to sign on its behalf all
communications required hereunder between the Committee and the
Trustee. The Employer and the Committee shall at all times keep
the Trustee advised of the names and specimen signatures of all
members of the Committee and the individuals authorized to sign
on behalf of the Committee. The Trustee shall be fully protected
in relying on any such communication and shall not be required to
verify the accuracy or validity thereof unless it has reasonable
grounds to doubt the authenticity of any signature. If after
request the Trustee does not receive instructions from the
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Committee on any matter in which instructions are required
hereunder, subject to the provisions of Article 4 hereof, the
Trustee shall act or refrain from acting as it may determine.
ARTICLE 10
EXPENSES
10.1 The Trustee and the Committee may employ suitable
agents and counsel who may be counsel for the Employer. The
expenses incurred by the Trustee and the Committee in the perfor-
mance of their duties hereunder and all other proper charges,
expenses, and disbursements of the Trustee or the Committee,
including the Trustee's compensation, shall be charged to and
paid out of the Trust assets. Normal brokerage charges,
commissions and taxes and other costs incident to the purchase
and sale of securities which are included in the cost of
securities purchased or charged against the proceeds in the case
of sales, shall be paid by or charged against the separate trust
fund that contains or contained the subject security. The
Trustee shall be entitled to compensation as may be agreed upon
in writing from time to time between the Committee and the
Trustee.
ARTICLE 11
LIABILITY OF TRUSTEE
11.1 The Trustee shall not be liable for any expense or
liability hereunder unless due to or arising from its fraud,
dishonesty, negligence or misconduct. Except as thus provided,
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the Trustee shall not be liable for the making, retention or sale
of any investment or reinvestment made by it, as herein provided,
nor for any loss to or diminution of the Trust assets, nor for
any action it takes or refrains from taking which it deems in
good faith to be in the best interest of the Trust or which it
takes or refrains from taking at the direction of the Committee
or Employer. The Trustee shall not be required to pay interest
on any part of the Trust assets which are held uninvested
pursuant to the Committee's direction.
11.2 Neither the Trustee nor any other person shall be
under any duty to question any direction received from the
Committee or to review any securities or other property or to
make any suggestions to the Committee in connection therewith;
and the Trustee shall as promptly as possible comply with any
direction given by the Committee hereunder. The Trustee shall
not be liable in any manner and for any reason for the making or
retention of any investment pursuant to such directions, nor
shall the Trustee be liable for its failure to invest any or all
of the Trust assets in the absence of such written directions.
11.3 The Trustee shall discharge its duties solely in the
interest of the Participants and their Beneficiaries and for the
exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering
the Plan. The Trustee shall act with care, skill, prudence and
diligence under the circumstances any prudent man acting in a
like capacity and familiar with such matters would use in
conducting an enterprise of like character and like aims, in
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accordance with the Plan and the terms and provisions of this
Trust Agreement, insofar as such documents and instruments are
consistent with their standards. The Trustee may from time to
time consult with counsel, who may be counsel for the Employer,
and the Employer shall indemnify the Trustee from any and all
liabilities, losses, damages and expenses which the Trustee may
suffer as a result of acting upon advice of counsel with respect
to legal questions.
ARTICLE 12
AMENDMENT AND TERMINATION
12.1 The Trust may be amended or terminated any time, by
an instrument in writing, authorized by the Board of Directors of
the Employer and signed by an officer of the Employer, duly
executed and acknowledged and delivered to the Trustee in whole
or in part, in accordance with the express provisions of the
Plan. The Employer shall have the right, in said manner, to
amend this Trust Agreement retroactively to its effective date in
order initially to meet the requirements of Section 401(a) of the
Code, and to terminate this Trust Agreement in the event of
failure of the Internal Revenue Service, after initial
application to determine that the Plan and the Trust meet the
requirements of Section 401(a) of the Code. In no event,
however, shall the duties, powers or liabilities of the Trustee
hereunder be changed without its prior written consent.
12.2 It is intended that this Trust and the Plan
constitute a qualified trust under Section 401(a) of the Code.
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In the event the Plan and Trust do not receive the initial
approval of the Internal Revenue Service, then the Plan shall be
terminated at such date not later than 90 days after the date on
which the Internal Revenue Service has failed to approve the
Plan, and the assets, together with any income received or
accrued thereon and less any benefits, obligations and expenses,
will be distributed promptly to the Employer or Participants in
this Plan in accordance with this provision and in such manner as
the Committee may direct.
ARTICLE 13
IRREVOCABILITY
13.1 Subject to the provisions of Article 12, this Trust
is declared to be irrevocable and at no time shall any part of
the Trust assets revert to or be recoverable by the Employer or
be used for or be diverted to purposes other than for the
exclusive benefit of Participants or retired or terminated
Participants and their Beneficiaries. However, the Employer may
by notice in writing to the Trustee direct that all or part of
the Trust assets be transferred to a successor trustee or
trustees under a trust instrument which is for the exclusive
benefit of such Participants and their Beneficiaries and meets
the requirements of Section 401(a) of the Code, and thereupon the
Trust assets or any part thereof, together with any outstanding
loans and accrued interest attributable thereto shall be paid
over, transferred or assigned to said trustee or trustees free
from the trust created hereunder; provided, however, that no part
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of the Trust assets may be used to pay premiums or contributions
of the Employer under any other plan maintained by it for the
benefit of its Employees.
ARTICLE 14
RESIGNATION OR REMOVAL OF TRUSTEE
14.1 The Trustee or any one of the individual trustees may
resign at any time upon 30 days' written notice to the Employer.
The Trustee or any one of the individual trustees may
be removed at any time by the Employer upon 30 days' written
notice to the Trustee. Upon the receipt of instructions or
directions from the Employer or the Committee given within a
reasonable time, under the circumstances then prevailing, after
the receipt of such instructions or directions, and notwith-
standing any other provisions hereof, in that event the Trustee
shall have no liability to the Employer, or any person interested
herein, for failure to comply with such instructions or
directions. Upon resignation or removal of the Trustee, the
Employer shall appoint a successor trustee. The successor
trustee shall have the same powers and duties as are conferred
upon the Trustee hereunder, and the Trustee shall assign,
transfer and pay over to such successor trustee all the moneys,
securities and other property then constituting the Trust assets,
together with such records or copies thereof as may be necessary
to the successor trustee.
14.2 The Trustee shall not be required to make any
transfer under this Article 14 or the preceding Article 13 to a
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<PAGE>
successor trustee or trustees unless and until it has been
indemnified to its satisfaction against any expenses and liabili-
ties both with respect to such transfer and with respect to any
of its acts as Trustee prior to such transfer (except such
expenses or liabilities due to or arising from its fraud,
dishonesty, negligence or misconduct).
ARTICLE 15
ACCEPTANCE
15.1 The Trustee hereby accepts this Trust and
agrees to hold the Trust assets existing on the date of this
Trust Agreement and all additions and accretions thereto subject
to all the terms and conditions of this Trust Agreement which
shall be governed by and construed under the laws of the
jurisdiction within which the Trustee is located. In the event
any provisions of this Trust Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of this Trust Agreement but shall
be fully severable, and the Trust Agreement shall be construed
and enforced as if the illegal or invalid provision had never
been inserted herein.
ARTICLE 16
DEFINITION
16.1 The definitions of certain words in the Plan shall
apply to this Trust Agreement wherever applicable. Masculine
pronouns refer to women as well as to men, and the singular
includes the plural.
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<PAGE>
ARTICLE 17
MISCELLANEOUS
17.1 The Employer shall furnish to the Trustee, and the
Trustee shall furnish to the Employer such information relevant
to the Trust as may be required under the Code and ERISA. The
Trustee shall keep such records as may be required of it under
the Code and ERISA.
17.2 The Employer shall fulfill any obligations imposed on
the Employer or the Trustee, or both, by ERISA. In addition, the
Participants shall be given any reports required by ERISA. To
the extent that the Trustee must assume any such obligations, it
may charge a reasonable fee for its services, including expenses,
apart from its normal fee.
IN WITNESS WHEREOF, the Employer and the Trustee have
executed this Trust Agreement on the day and year first above
written in Cincinnati, Hamilton County, Ohio.
WITNESSES: AMERICAN FINANCIAL CORPORATION
BY:
PNC BANK, OHIO,
National Association
BY:
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<PAGE>
Exhibit 3
AMERICAN FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP/RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1994
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<PAGE>
ARTICLE 1
NATURE OF PLAN
The principal purpose of the Employee Stock Ownership/
Retirement Plan ("Plan") is to help Employees, during their years
of employment, accumulate a substantial economic interest in
American Financial Corporation (the "Company").
Contributions to the Plan will be invested primarily in
Employer Securities. These contributions (together with the
earnings throughout) will not be taxed to an Employee until they
are distributed.
The original Effective Date of the Plan was December 1,
1975. The terms and provisions of this Plan were amended and
restated as of January 1, 1984. This Plan is further amended and
restated effective as of January 1, 1994 except as otherwise
stated. The Company will submit the Plan to the Internal Revenue
Service for approval.
Although the Plan is designed to invest primarily in Employ-
er Securities, the Trustee is authorized to invest in other types
of assets such as stocks, bonds, certificates of deposit, and
mutual funds.
The Plan is administered by a Committee appointed by
Company's Board of Directors. This Committee is one of the
"Named Fiduciaries" as that term is defined in ERISA. The duties
of the Committee are set out in greater detail elsewhere in the
Plan.
The Plan, as adopted, does not permit or allow voluntary
contributions by Employees.
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<PAGE>
ARTICLE 2
DEFINITIONS
In the Plan, unless the context clearly implies otherwise,
the singular includes the plural, the masculine includes the
feminine, and the following words have the following meanings:
Account . . . . . . . . . . One of several records maintained
to record a Participant's interest
in the Plan.
Age . . . . . . . . . . . . Age, in years, of an Employee as of
the last anniversary of the
Employee's date of birth.
Anniversary Date . . . . . The "Anniversary Date" of the Plan
shall mean the 31st day of December
of each year.
Annual Addition . . . . . . Subject to any other applicable
provisions hereof, in respect of
any Participant, Annual Addition
shall mean the sum (for any taxable
year of an Employer) of:
(a) All Employer Contributions
allocated to a Participant's Ac-
count under this Plan or any other
Defined Contribution Plan of an
Employer. With respect to any Plan
Year in which no more than 1/3 of
the Employer Contributions that are
deductible under Section 404(a)(9)
of the Code are allocated to highly
compensated employees (within the
meaning of Section 414(q) of the
Code), forfeitures of Employer
Stock acquired with the proceeds of
a loan described in Article 11 and
Employer Contributions that are
deductible under Section 404(a)(9)-
(B) of the Code and are charged
against the Participant's Account
shall be disregarded for purposes
of this Paragraph;
(b) Participant contributions made
to any other Defined Contribution
Plan of an Employer;
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<PAGE>
(c) All forfeitures allocated to
said Participant's Account in re-
spect of said taxable year;
(d) Amounts allocated, after
March 31, 1984, to an individual
medical benefit account (as defined
in Section 415(l)(2) of the Code)
included as part of a pension or
annuity plan maintained by an Em-
ployer; and
(e) Contributions paid or accrued
after December 31, 1985, for tax-
able years ending after December
31, 1985, attributable to
post-retirement medical benefits
allocated to the separate account
of a Participant who is a key em-
ployee that has been established
under Section 419A(d)(3) of the
Code for a welfare benefit fund (as
defined in Section 419(e) of the
Code) maintained by an Employer.
Provided, that the Employee contri-
butions mentioned above shall be
determined without regard to any
Rollover Contributions from any
Individual Retirement Account, and
from any funds received directly or
indirectly from a qualified Trust
of another employer.
Beneficiary . . . . . . . . One or more recipients designated
to receive payments in accordance
with the terms of the Trust on the
death of a Participant. The term
"Participant or the Participant's
Beneficiary" shall not confer any
rights other than to a Participant
during the Participant's lifetime.
Capital Accumulation . . . The amount of the distribution to
which a Participant becomes enti-
tled upon termination of participa-
tion.
Code . . . . . . . . . . . The Internal Revenue Code of 1986
as the same now exists or is here-
after revised or amended.
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<PAGE>
Committee . . . . . . . . . The Committee appointed by the
Board of Directors of the Company
to administer the Plan and give
instructions to the Trustee.
Company . . . . . . . . . . The term "Company" means American
Financial Corporation.
Compensation Limit . . . . The term "Compensation Limit" shall
mean the maximum amount of Compen-
sation taken into account under the
Plan for any Plan Year as set forth
in Section 401(a)(17) of the Code
and as may be adjusted by the Sec-
retary of Treasury to reflect
increases in the cost of living.
For purposes of this Section, the
rules of Code Section 414(q)(6) of
the Code shall apply, except in
applying such rules, the term "fam-
ily" shall include only the spouse
of the Participant and any lineal
descendants of the Participant who
have not attained age 19 before the
end of the year. If, as a result
of the application of such rules,
the adjusted Compensation Limit is
exceeded, then the limitation shall
be prorated among the affected
individuals in proportion to each
such individual's Compensation as
determined under this Section prior
to the application of this limita-
tion.
In addition to other applicable
limitations set forth in the Plan,
and notwithstanding any other pro-
vision of the Plan to the contrary,
for Plan Years beginning on or
after January 1, 1994, the annual
Compensation of each Employee taken
into account under the Plan shall
not exceed the OBRA '93 annual
compensation limit. The OBRA '93
annual compensation limit is $150,-
000, as adjusted by the Commission-
er for increases in the cost of
living in accordance with Section
401(a)(17)(B) of the Code. The
cost of living adjustment in effect
for a calendar year applies to any
period, not exceeding 12 months,
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<PAGE>
over which Compensation is deter-
mined (determination period) begin-
ning in such calendar year. If a
determination period consists of
fewer than 12 months, the OBRA '93
annual compensation limit will be
multiplied by a fraction, the nu-
merator of which is the number of
months in the determination period,
and the denominator of which is 12.
For Plan Years beginning on or
after January 1, 1994, any refer-
ence in this Plan to the limitation
under Section 401(a)(17) of the
Code shall mean the OBRA '93 annual
compensation limit set forth in
this provision.
If Compensation for any prior de-
termination period is taken into
account in determining an Employe-
e's benefits accruing in the cur-
rent Plan Year, the Compensation
for that prior determination period
is subject to the OBRA '93 annual
compensation limit in effect for
that prior determination period.
For this purpose, for determination
periods beginning before the first
day of the first Plan Year begin-
ning on or after January 1, 1994,
the OBRA '93 annual compensation
limit is $150,000.
Covered Compensation . . . The term "Covered Compensation" (or
"Compensation") shall mean a
Participant's wages for the Plan
Year within the meaning of Section
3401(a) of the Code (for purposes
of income tax withholding at the
source) but determined without re-
gard 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 Section
3401(a)(2) of the Code). The de-
termination of Compensation shall
be made by including amounts which
are contributed by an Employer
pursuant to a salary reduction
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<PAGE>
agreement and which are not includ-
able in the gross income of the
Participant under Sections 125,
402(e)(3), 402(h), 403(b) or 457 of
the Code and Employee contributions
described in Section 414(h)(2) of
the Code that are treated as Em-
ployee contributions.
Direct Rollover . . . . . . The term "Direct Rollover" shall
mean a payment by the Plan to the
Eligible Retirement Plan specified
by the Distributee.
Disability . . . . . . . . The term "Disability" or "Totally
and Permanently Disabled" shall
mean a physical or mental condition
arising after an Employee has be-
come a Participant and which pro-
hibits a Participant from engaging
in any occupation or employment for
remuneration or profit, except for
the purpose of rehabilitation not
incompatible with a finding of
total and permanent disability.
The determination as to whether a
Participant is Totally and Perma-
nently Disabled shall be made (A) -
on medical evidence by a licensed
physician designated by the Commit-
tee, (B) on evidence that the Par-
ticipant is eligible for disability
benefits under any long-term dis-
ability plan sponsored by an Em-
ployer, or (C) on evidence that the
Participant is eligible for total
and permanent disability benefits
under the Social Security Act in
effect at the date of disability.
Distributee . . . . . . . . The term "Distributee" shall mean
an Employee or former Employee. In
addition, the Employee's or former
Employee's surviving spouse and the
Employee's or former Employee's
spouse or former spouse who is the
alternate payee under a qualified
domestic relations order, as de-
fined in Section 414(p) of the
Code, are Distributees with regard
to the interest of the spouse or
former spouse.
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<PAGE>
Effective Date of Plan . . The "Effective Date" for purposes
of the original adoption of this
Plan is December 1, 1975. The
Effective Date of any provision of
this Plan required to comply with
the Tax Reform Act of 1986, the
Omnibus Budget Reconciliation Act
of 1986, the Omnibus Budget Recon-
ciliation Act of 1987, the Techni-
cal and Miscellaneous Revenue Act
of 1988, and the Omnibus Budget
Reconciliation Act of 1989 is Janu-
ary 1, 1989. Otherwise, the Effec-
tive Date of this amendment and
restatement is January 1, 1994.
Eligible Retirement Plan . The term "Eligible Retirement Plan"
shall mean an individual retirement
account described in Section 408(a)
of the Code, an individual retire-
ment annuity described in Section
408(b) of the Code, an annuity plan
described in Section 403(a) of the
Code, or a qualified trust de-
scribed in Section 401(a) of the
Code, that accepts the Distributee-
's Eligible Rollover Distribution.
However, in the case of an Eligible
Rollover Distribution to the sur-
viving spouse, an Eligible Retire-
ment Plan is an individual retire-
ment account or individual retire-
ment annuity.
Eligible Rollover
Distribution . . . . . . The term "Eligible Rollover Distri-
bution" shall mean any distribution
of all or any portion of the bal-
ance to the credit of the Distribu-
tee, except that an Eligible Roll-
over Distribution does not include:
any distribution that is one of a
series of substantially equal peri-
odic payments (not less frequently
than annually) made for the life
(or life expectancy) of the Dis-
tributee or the joint lives (or
joint life expectancies) of the
Distributee and the Distributee's
designated Beneficiary, or for a
specified period of ten years or
more; any distribution to the ex-
tent such distribution is required
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<PAGE>
under Section 401(a)(9) of the
Code; and the portion of any dis-
tribution that is not includable in
gross income (determined without
regard to the exclusion for net
unrealized appreciation with re-
spect to employer securities.)
Employee . . . . . . . . . Any person who is a salaried or
hourly paid employee of an Employ-
er.
Employer . . . . . . . . . The Company and/or any other corpo-
ration which is at least 50% owned
or controlled by the Company which
has been designated by such other
corporation's Board of Directors as
an Employer participating in the
Plan and which has accepted such
designation and agreed to be bound
by the terms of the Plan.
Employer Account . . . . . A Participant's Account which is
credited with shares of Employer
Stock, forfeitures or other assets
attributable to such Participant's
Employer Contributions under this
Plan.
Employer Contributions . . Contributions made to a Parti-
cipant's Employer Account by an
Employer. The amount of the con-
tributions to be made each year by
an Employer under the provisions of
Article 6 hereof shall be deter-
mined by the Board of Directors of
an Employer and such determination
shall be final and conclusive upon
all persons.
Employer Securities . . . . Employer Stock (as hereinafter de-
fined), preferred stock, convert-
ible debentures, other securities
of an Employer convertible into
Employer Stock; or any other secu-
rities which are deemed to be "qua-
lifying employer securities" as
that term is defined under the
provisions of ERISA.
Employer Stock . . . . . . Shares of common stock issued by an
Employer which are readily tradable
on an established securities mar-
ket. If there is no common stock
which is readily tradable on an
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<PAGE>
established securities market, the
term Employer Stock shall mean the
common stock issued by an Employer
having a combination of voting
power and dividend rights equal to
or in excess of (A) that class of
common stock of an Employer having
the greatest voting power, and (B)
the class of common stock of an
Employer having the greatest divi-
dend rights.
ERISA . . . . . . . . . . . The Employee Retirement Income
Security Act of 1974, as amended.
Hour of Service . . . . . . (A) Each hour for which an Employ-
ee is either directly or indirectly
paid, or entitled to payment, by an
Employer for the performance of
Service. These hours shall be
credited to such Employee for the
compensation period or periods in
which such duties are performed;
and
(B) Each hour for which an Employ-
ee is either directly or indirectly
paid, or entitled to payment, by an
Employer on account of a period of
time during which no duties are
performed (irrespective of whether
the employment relationship is ter-
minated) due to vacation, holiday,
illness, incapacity (including dis-
ability), layoff, jury duty, mili-
tary duty, or leave of absence.
Hours under this paragraph shall be
calculated and credited pursuant to
Section 2530.200b-2(b) and (c) of
the Department of Labor Regulations
which are incorporated herein by
this reference. An Employee shall
not be credited during any year
with more than 501 Hours of Service
for any single continuous period
during which the Employee performs
no duties; and
(C) Each hour for which back-pay,
irrespective of mitigation of dam-
ages, is either awarded or agreed
to by an Employer. Hours under
this paragraph shall be calculated
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<PAGE>
and credited pursuant to Section
2530.200b-2(b) and (c) of the De-
partment of Labor Regulations. The
same hours of service shall not be
credited under both subparagraph
(A) or (B) as the case might be,
and under this subparagraph (C).
These hours shall be credited to
the Employee for the computation
period or periods to which the
award or agreement pertains rather
than the computation period in
which the award, agreement, or
payment is made. In addition, no
more than 501 Hours of Service
shall be credited for a period of
time during which the Employee did
not or would not have performed
duties during any year.
(D) Hours of Service shall also
include service with an Employer as
a non-Participant in the Plan, ser-
vice as a member of a class of em-
ployees excluded from the Plan,
service as a leased employee under
Section 414(n) of the Code, or ser-
vice as an employee of a related
employer. If an Employer maintains
the plan of a predecessor employer,
service for such predecessor em-
ployer shall be treated as service
for an Employer. If an Employer
does not maintain the plan of a
predecessor employer, service with
the predecessor employer shall be
treated as service for an Employer
to the extent prescribed by Trea-
sury Regulations promulgated under
Section 414(a)(2) of the Code.
Inactive Participant . . . Any Employee or former Employee of
an Employer who has an interest in
the Plan but who has no Covered
Compensation.
OBRA '93 . . . . . . . . . The Omnibus Budget Reconciliation
Act of 1993.
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<PAGE>
One Year Break
in Service . . . . . . . . The term "One Year Break in Ser-
vice" (or "Break in Service") shall
mean any Year of Vesting Service
during which an Employee (or if
applicable a Participant) does not
complete more than 500 Hours of
Service with an Employer, utilizing
the same computation period as set
forth elsewhere herein.
Participant . . . . . . . . Any Employee who meets the eligi-
bility requirements for participa-
tion in the Plan, in accordance
with the provisions of Article 3.
Plan . . . . . . . . . . . The American Financial Corporation
Employee Stock Ownership/Retirement
Plan which incudes the Plan and
Trust Agreement.
Plan Year . . . . . . . . . The 12 consecutive month period of
each year commencing January 1 and
ending December 31.
Profits . . . . . . . . . . For any Plan Year the net income or
profits of an Employer for such
year, without any deductions for
taxes based upon its income or con-
tributions to the Trust, and the
accumulated net earnings or profits
of an Employer, as an Employer
shall determine upon the basis of
its books of account in accordance
with its regular accounting prac-
tices.
Semi-Annual Entry Dates . . Each January 1st and each July 1st
of each Plan Year shall be deemed
an entry date into the Plan.
Service . . . . . . . . . . Service shall mean employment as an
Employee. Service shall not be
broken and shall be credited for:
(A) Absence due to vacation, tem-
porary sickness, or temporary inju-
ry;
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<PAGE>
(B) Leaves of absence duly granted
by an Employer with all Employees
and Participants under similar cir-
cumstances being treated in a uni-
form and non-discriminatory manner;
(C) Service in the Armed Forces of
the United States or any of its
allies during any war or state of
emergency in which the United
States shall be engaged, or in the
Armed Forces of the United States
while any form of law requiring
compulsory military service shall
be in effect and when such law
shall be applicable to an Employee
or Participant, provided that in
either case the Employee or Partic-
ipant shall have directly entered
into such Armed Forces and shall
not have re-enlisted after the date
of first entering, and shall have
made application for employment
within the time prescribed by law;
(D) During such absences under the
conditions stated in paragraphs
(A), (B) and (C), the Employee
shall be conclusively deemed to be
working at a rate equal to the
number of hours such Employee works
during a normally scheduled work
week.
(E) Except as otherwise provided
for herein, and for purposes of
vesting hereof, services rendered
on behalf of a corporation, which
together with an Employer, are mem-
bers of a controlled group of cor-
porations (as defined in
Section 414(b) of the Code), to-
gether with any other trades or
businesses which are under common
control (as defined in Sec-
tion 414(c) of the Code), shall be
treated as being employed by a
single employer; provided that ser-
vices performed for a sole propri-
etor or a partnership will not be
taken into consideration for any
purposes hereunder.
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<PAGE>
(F) Solely for purposes of deter-
mining whether a One Year Break in
Service for participation and vest-
ing purposes has occurred in a com-
putation period, an individual who
is absent from work for maternity
or paternity reasons shall receive
credit for the Hours of Service
which would otherwise have been
credited to such individual but for
such absence, or in any case in
which such hours cannot be deter-
mined, eight Hours of Service per
day of such absence. For purposes
of this paragraph, an absence from
work for maternity or paternity
reasons means an absence (1) by
reason of the pregnancy of the
individual, (2) by reason of a
birth of a child of the individual,
(3) by reason of the placement of a
child with the individual in con-
nection with the adoption of such
child by such individual, or (4) f-
or purposes of caring for such
child for a period beginning imme-
diately following such birth or
placement. The Hours of Service
credited under this paragraph shall
be credited (a) in the computation
period in which the absence begins
if the crediting is necessary to
prevent a One Year Break in Service
in that period, or (b) in all other
cases, in the following computation
period. The total number of Hours
of Service required to be treated
as completed for any period shall
not exceed 501 hours.
Trust . . . . . . . . . . . The Trust created by the Trust Ag-
reement entered into between the
Company and the Trustee.
Trust Agreement . . . . . . The Agreement between the Company
and the Trustee or any successor
Trustee establishing the Trust and
specifying the duties of the Trust-
ee.
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<PAGE>
Trustee . . . . . . . . . . The institution or individuals des-
ignated as Trustee or Trustees by
the Board of Directors of the Com-
pany and any successor Trustee or
Trustees chosen by the Board of
Directors of the Company which
agrees to act by executing the
Trust Agreement.
Valuation Date . . . . . . The last business day of the Plan
Year and/or any other dates deter-
mined by the Committee for the
valuation of Plan assets. If any
such date falls on a Sunday or
holiday, the preceding business
date shall be the Valuation Date.
Year of Eligibility
Service . . . . . . . . . . The total of 12 month periods com-
mencing on the Employee's original
date of employment and ending on
the anniversary of the Employee's
original date of employment coin-
ciding with or immediately preced-
ing the calculation date during
which the Employee worked at least
1,000 Hours of Service.
Year of Vesting Service . . Each Plan Year during which the
Employee completes at least 1,000
Hours of Service.
ARTICLE 3
EMPLOYEE ELIGIBILITY REQUIREMENTS
(A) Participation. Except as provided in (B) below, any
Employee who is 21 years of age or older and who has completed
one Year of Eligibility Service as of January 1, 1994 shall be
eligible to participate in the Plan as of that date. Every other
present or future Employee who has attained the age of 21 years
and who has completed one Year of Eligibility Service after
January 1, 1994 shall be eligible to participate in the Plan as
of the next succeeding July 1 or January 1. The participation of
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<PAGE>
any Employee under this Plan shall be limited to the extent that
contributions made on the Employee's behalf under any other
qualified employee benefit plans by the Employee's Employer do
not exceed the limitations on benefits and contributions for
qualified plans, as set forth in the Code.
(B) Exclusions From Participation. The following persons
shall not be eligible to participate in the Plan:
(1) any independent contractor or self-employed per-
son;
(2) any Employee who is a non-resident alien deriving
no earned income from an Employer which constitutes income from
sources within the United States;
(3) any Employee who is in a unit of Employees covered
by a collective bargaining agreement to which retirement benefits
were the subject of good faith bargaining (as determined by the
Secretary of Labor) between Employee representatives and an
Employer, unless there is an agreement making the Plan available
to eligible Employees in such unit; and
(4) any Leased Employee as defined in Section
414(n)(2) of the Code.
(C) Participation Upon Reemployment-Nonforfeitable Benefit.
A former Participant shall become a Participant immediately upon
the former Participant's return to the employ of an Employer if
such former Participant has a nonforfeitable right to all or any
portion of such Participant's Account balance derived from
Employer Contributions at the time of termination.
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<PAGE>
(D) Participation Upon Reemployment-Forfeitable Benefit. A
former Participant who terminated on or after January 1, 1985,
and did not have a nonforfeitable right to any portion of the
former Participant's Account balance derived from Employer
Contributions at the time of termination, shall be considered a
new Employee, for eligibility purposes, if the number of consecu-
tive One Year Breaks in Service equal or exceed the greater of
(1) five or (2) the aggregate number of Years of Eligibility
Service before such Break in Service. If such former Participan-
t's Years of Eligibility Service prior to termination exceeds the
number of consecutive One Year Breaks in Service after such
termination, or if the number of consecutive One Year Breaks is
less than five, such Participant shall participate immediately.
Provided, however, if the former Participant terminated prior to
January 1, 1985, this Article 3(D) shall apply to such Partici-
pant without regard to the five year requirement.
(E) Ineligibility While Employed. In the event a Partici-
pant becomes ineligible to participate because the Participant is
no longer a member of an eligible class of Employees, but has not
incurred a Break in Service, such Employee shall participate
immediately upon the return to any eligible class of Employees.
If such Participant incurs a Break in Service, eligibility shall
be determined pursuant to the immediately preceding paragraphs.
(F) Ineligible Employee Becomes Eligible. In the event an
Employee, who is not a member of the eligible class of Employees,
becomes a member of the eligible class, such Employee shall
participate immediately if such Employee has satisfied the
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Service requirements and would have previously become a Partici-
pant had the Participant been in the eligible class.
ARTICLE 4
PARTICIPATION AND VESTING
(A) Vesting. For all active Employees on or after January
1, 1989, a Participant's interest in the Participant's Employer
Account shall become vested and nonforfeitable to the extent of
the following percentages based upon full Years of Vesting
Service with an Employer:
Years of Service Percentage Vested Percentage Forfeited
Fewer than 5 years 0% 100%
At least 5 years 100% 0%
(B) Prior Vesting Schedules. For all active Employees on
or after January 1, 1989, a Participant's interest in the Parti-
cipant's Employer Account shall be determined in accordance with
the vesting provisions in effect for such Participant immediately
prior to termination of employment.
(C) Breaks in Service. In computing full Years of Vesting
Service hereunder, any Participant who has a One Year Break in
Service shall not receive credit for Years of Vesting Service
prior to such break until the Participant has completed one full
Year of Vesting Service after such Participant's return. In
addition, Years of Vesting Service by any Participant after any
five consecutive One Year Breaks in Service shall not be taken
into account for purposes of determining the nonforfeitable
percentage of a Participant's accrued interest derived from
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Employer Contributions which accrued before such five consecutive
One Year Breaks in Service. Provided, however, if a Participant
separated from Service prior to January 1, 1985, the prior
sentence shall apply after such Participant has incurred any One
Year Break in Service.
Further, when computing full Years of Vesting Service
hereunder, an Employer shall establish and maintain a separate
account for each Participant who has incurred five consecutive
One Year Breaks in Service and has subsequently returned to the
employment of an Employer. The purpose of maintaining such
separate accounts will be to insure that said Participant is
properly allocated Employer Contributions made to the
Participant's Account to determine the nonforfeitable percentage
of such Participant's accrued interest in accordance with the
above.
(D) Nonvested Participant. In the case of a nonvested
Participant, Years of Vesting Service before any period of
consecutive One Year Breaks in Service shall not be required to
be taken into account if the number of consecutive One Year
Breaks in Service within such period equals or exceeds the
greater of (1) five or (2) the aggregate number of Years of
Vesting Service before such Break in Service.
(E) Inactive Participants. Participation in the Plan will
continue until a Participant terminates employment as provided
for in Article 7. Once participation ceases, such Participant
will be an Inactive Participant for as long as the Participant
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has an interest in the Plan that has not been distributed to the
Participant or for the Participant's benefit.
(F) Forfeitures. A forfeiture of the non-vested portion of
a Participant's Employer Account shall occur on the last day of
the Plan Year in which a Participant incurs five consecutive One
Year Breaks in Service. All forfeitures shall be allocated in
accordance with Article 6(D).
ARTICLE 5
CAPITAL ACCUMULATION
When a Participant's participation in the Plan ceases, such
Participant becomes entitled to all final balances in the Parti-
cipant's Account in accordance with the provisions of the Plan.
The total amount to which the Participant is entitled is called
the Capital Accumulation.
ARTICLE 6
EMPLOYER CONTRIBUTIONS
(A) Amount of Employer Contributions. For each Plan Year,
each Employer may contribute an amount or amounts to the Plan as
shall be determined in the discretion of its respective Board of
Directors. Any amount or amounts contributed hereunder may be
made notwithstanding the fact that an Employer may not have
Profits; provided, however, that Employer Contributions, in the
aggregate, for each Plan Year shall never be less than any amount
required to enable the Trust to discharge its current obligations
to repay any loan described in Article 11, if any.
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<PAGE>
Notwithstanding any provisions contained herein to the
contrary, the sum of the Annual Addition to any Participant's
Account and the Annual Addition to the account of the same
Employee as a Participant in any other Defined Contribution Plan
of an Employer shall not exceed the lesser of (1) $30,000, or, if
greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A) of the Code; or (2) 25% of the Participant's Compen-
sation for the Limitation Year.
In the event an individual is a Participant in both a
Defined Benefit Plan and a Defined Contribution Plan maintained
by the same Employer, the sum of the Defined Benefit Plan Frac-
tion and the Defined Contribution Plan Fraction for any year may
not exceed 1.0 in any Limitation Year. Notwithstanding the
foregoing, a reduction in the Annual Addition shall not be
required if the Defined Benefit Plan provides for a reduction of
benefits that prevents the sum of the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction from exceed-
ing 1.0.
The Defined Benefit Plan Fraction referred to above is a
fraction -- the numerator of which is the sum of the
Participant's projected annual benefit under all Defined Benefit
Plans (whether or not terminated) maintained by an Employer
determined as of the close of the Limitation Year, and the
denominator of which is the lesser of (a) 1.25 times the dollar
limitation of Section 415(b)(1)(A) of the Code in effect for the
Limitation Year as adjusted under Section 415(d)(1)(A), or
(b) 1.4 times the Participant's average Compensation for the
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three consecutive years that produces the highest average.
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more Defined Benefit Plans main-
tained by an Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125% of the
sum of the annual benefits under such plans which the Participant
had accrued as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and
conditions of the Plan after May 5, 1986. The preceding sentence
applies only if the Defined Benefit Plans individually and in the
aggregate satisfied the requirements of Section 415 of the Code
for all Limitation Years beginning before January 1, 1987.
The Defined Contribution Plan Fraction referred to above is
a fraction, the numerator of which is the sum of the Annual
Additions to the Participant's Account under all Defined Contri-
bution Plans maintained by an Employer (whether or not terminat-
ed) as of the close of the Limitation Year, and the denominator
of which is the sum of the lesser of the following amounts
determined for such year and for each prior Year of Vesting
Service with an Employer: (i) 1.25 times the dollar limitation
in effect under Section 415(c)(1)(A) of the Code for such year,
as adjusted under Section 415(d)(1)(B) (determined without regard
to Section 415(c)(6) of the Code), or (ii) 1.4 times the amount
which may be taken into account under Section 415(c)(1)(B) of the
Code. If the Participant was a Participant as of the end of the
first day of the first Limitation Year beginning after December
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31, 1986, in one or more Defined Contribution Plans maintained by
an Employer which were in existence on May 6, 1986, the numerator
of this fraction will be adjusted if the sum of this fraction and
the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the
product of (i) the excess of the sum of the fractions over 1.0
times (ii) the denominator of this fraction, will be permanently
subtracted from the numerator of this fraction. The adjustment
is calculated using the fractions as they would be computed as of
the end of the last Limitation Year beginning before January 1,
1987, and disregarding any changes in the terms and conditions of
the Plan made after May 5, 1986, but using the Section 415 of the
Code limitation applicable to the first Limitation Year beginning
on or after January 1, 1987.
"Projected Annual Benefit" means the annual benefit to which
a Participant would be entitled under the terms of the Defined
Benefit Plan, if the Participant continued employment until the
Participant reaches age 60 (or the current date, if later) and
the Participant's Compensation for the Limitation Year and all
other relevant factors used to determine such benefit remain
constant until the Participant reaches age 60 (or the current
date, if later).
If, in any Limitation Year, the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction exceeds
1.0, the rate of benefit accruals under the Defined Contribution
Plan will be reduced so that the sum of the fractions equals 1.0.
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(B) Payment to Trust. Employer Contributions by each
Employer will be paid to the Trust as each Employer's Board of
Directors may from time to time determine on or before the due
date for filing an Employer's federal income tax return for each
Plan Year, including any extensions of such due date. Contribu-
tions may be paid in cash or in securities, or other properties
or shares having an equivalent value, or any combination thereof,
as an Employer's Board of Directors may determine. To the extent
that the Trust has cash obligations payable in one year from the
date the Employer Contribution is due, such Employer Contribution
shall be paid in cash.
(C) Investment of Employer Contributions. Employer Contri-
butions and/or any other assets received by the Trustee attribut-
able to Employer Contributions under the Plan (including divi-
dends) shall be used to invest primarily in Employer Securities
from either holders of outstanding stock or from an Employer (by
direct issuance thereof) or both. The Committee shall have
control over and shall determine the time or the price at which
Employer Securities may be purchased, the amount of Employer
Securities to be purchased or the selection of the broker or
dealer through or from whom they are to be purchased; provided
that all purchases of Employer Securities will be accomplished at
prices which do not exceed their fair market value. Employer
Contributions and/or other assets received by the Trustee may
also be used to satisfy any outstanding obligations of the Trust.
Purchases of Employer Securities will be allocated (as hereinaf-
ter provided) to Participants' Employer Accounts.
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(D) Allocations to Participant's Employer Account.
(1) A Participant's Employer Account will be credited
with Employer Contributions, forfeitures and the Net Income (or
loss) of the Trust in accordance with the following:
(a) Employer Contributions and forfeitures for
each Plan Year shall be allocated as of each Anniversary
Date for which such contributions are made among those
Participants who are employed on the last day of the Plan
Year and who have 1,000 or more Hours of Service for such
Plan Year; provided, however, a Participant in the first
year of participation in the Plan who entered the Plan on
July 1 of such year shall receive an allocation if such
Participant has 501 Hours of Service for the Plan Year.
Participants who died, retired or became disabled during the
Plan Year shall be deemed to have been employed on the last
day of the Plan Year. All Employer Contributions and for-
feitures shall be allocated to a Participant's Employer
Account in the same proportion as such Participant's partic-
ipating Covered Compensation for such Plan Year bears to the
total participating Covered Compensation of all Participants
for such Plan Year.
(b) Notwithstanding any other provision of the
Plan, if the Plan would otherwise fail to meet the require-
ments of Sections 401(a)(26), 410(b)(1) or 410(b)(2)(A)(i)
of the Code and the Regulations thereunder because Employer
Contributions would not be allocated to a sufficient number
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or percentage of Participants for a Plan Year, then the
following rules shall apply:
(i) The group of Participants eligible to
receive an allocation of Employer Contributions and
forfeitures for the Plan Year shall be expanded to
include the minimum number of Participants who would
not otherwise be eligible as are necessary to satisfy
the applicable test specified above. The specific
Participants who shall become eligible under the terms
of this paragraph shall be those who are actively
employed on the last day of the Plan Year and, when
compared to similarly situated Participants, have
completed the greatest number of Hours of Service in
the Plan Year.
(ii) If after application of Paragraph (i)
above, the applicable test is still not satisfied, then
the group of Participants eligible to receive an allo-
cation of Employer Contributions and forfeitures for
the Plan Year shall be further expanded to include the
minimum number of Participants who are not actively
employed on the last day of the Plan Year as are neces-
sary to satisfy the applicable test. The specific
Participants who shall become eligible to share shall
be those Participants, when compared to similarly
situated Participants, who have completed the greatest
number of Hours of Service in the Plan Year before
terminating employment.
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(iii) Nothing in this Section shall
permit the reduction of a Participant's accrued bene-
fit. Therefore, any amounts that have previously been
allocated to Participants may not be reallocated to
satisfy these requirements. In such event, an Employer
shall make an additional contribution equal to the
amount such affected Participants would have received
had they been included in the allocations, even if it
exceeds the amount which would be deductible under
Section 404 of the Code. Any adjustment to the alloca-
tions pursuant to this paragraph shall be considered a
retroactive amendment adopted by the last day of the
Plan Year.
(iv) Notwithstanding the foregoing, for any
Plan Year the Plan is a Top Heavy Plan beginning after
December 31, 1992, if the Plan would fail to satisfy
Section 410(b) of the Code if the coverage tests were
applied by treating those Participants whose only
allocation would otherwise be provided under the top
heavy formula as if they were not currently benefiting
under the Plan, then, for purposes of this Section,
such Participants shall be treated as not benefiting
and shall therefore be eligible to be included in the
expanded class of Participants who will share in the
allocation provided under the Plan's non-top heavy
formula.
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(c) Net Income (or loss) of the Trust -- The Net
Income (or loss) of the Trust will be determined as of
each Valuation Date. The Net Income (or loss) of the
Trust which is attributable to assets held in a
Participant's Employer Account will be allocated to
such Participant's Employer Account in the ratio which
the balance of such Employer Account on the Valuation
Date bears to the sum of such balances for all
Participants as of the same date. The Net Income (or
loss) includes the increase (or decrease) in the fair
market value of assets of the Trust, interest, divi-
dends, other income and expenses since the preceding
Valuation Date. It does not include the interest paid
on any loan pursuant to Article 11 used by the Trust to
purchase Employer Stock.
(2) Equitable Allocation -- If the Committee deter-
mines in making any valuation, allocation or adjustment to any
Account under the provisions of the Plan that the strict applica-
tion of the provisions of the Plan will not produce an equitable
and nondiscriminating allocation among the Accounts of the
Participants, it may modify any procedure specified in the Plan
for the purpose of achieving an equitable and non-discriminatory
allocation in accordance with the general concepts of the Plan;
provided, however, that any such modification shall not be
inconsistent with the provisions of Section 401(a) of the Code.
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(3) A Participant's Account will be credited in the
manner, wherever and whenever applicable, set forth in Arti-
cle 6(D)(1) or 6(D)(2) above.
(4) If an Employer does not maintain any other quali-
fied plan, the amount of the Annual Addition which may be allo-
cated under this Plan to the Participant's Account as of any
Allocation Date shall not exceed the maximum permissible amount
(based upon that Participant's Compensation up to such Allocation
Date) reduced by the sum of any allocations of Annual Additions
made to a Participant's Account under this Plan as of any preced-
ing Allocation Date within the Limitation Year.
If the Annual Addition under this Plan on behalf
of a Participant is to be reduced as of any Allocation Date as a
result of the above paragraph, such reduction shall be effected
by proportionately reducing Employer Contributions and forfei-
tures (if any) to be allocated under this Plan on behalf of such
Participant as of such Allocation Date.
If as a result of the allocation of forfeitures,
or reasonable error in estimating a Participant's Compensation,
or under other limited facts and circumstances which the Commis-
sioner of the Internal Revenue Service finds justify, the alloca-
tion of such Annual Addition is reduced, such reduction shall be
treated as follows:
(a) The amount of such reduction consisting of Employ-
ee contributions shall be paid to the Employee as soon as
administratively feasible.
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(b) The amount of such reduction consisting of Employ-
er Contributions and forfeitures shall be allocated and
reallocated to other Participants' Accounts in accordance
with the Plan formula for allocating Employer Contributions
and forfeitures to the extent that such allocations do not
cause the additions to any such other Participants' Accounts
to exceed the lesser of the maximum permissible amount or
any other limitation provided in said Plan.
(c) To the extent that the reductions described in
Article 6(D)(4)(b) above cannot be allocated to other Par-
ticipants' Accounts, such reduction shall be allocated to a
Suspense Account as forfeitures and held therein until the
next succeeding date on which forfeitures can be applied
under this Plan. In the event of termination of this Plan,
the Suspense Account shall revert to an Employer to the
extent it may not then be allocated to any Participant's
Account, because of the limitations of Section 415 of the
Code.
Notwithstanding any other provision of this Article 6(D)(4),
an Employer shall not contribute any amount that would cause an
allocation to the Suspense Account as of the date the contribu-
tion is allocated. If the contribution is made prior to the date
as of which it is to be allocated, then such contribution shall
not exceed an amount that would cause an allocation to the
Suspense Account if the date of contribution was an allocation
date.
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ARTICLE 7
DISTRIBUTIONS OF EMPLOYER CONTRIBUTIONS
(A) Full Vesting at Age 60, Total Disability or Death. A
Participant who is employed by an Employer at the time the
Participant attains age 60 years, dies or becomes Totally and
Permanently Disabled shall become 100% vested to the amounts
credited to such Participant's Employer Account.
(B) Vesting and Forfeitures Upon Other Termination. A
Participant who (1) terminates employment for any reason other
than as stated in Article 7(A) above, and (2) incurs five consec-
utive One Year Breaks in Service shall become entitled to the
vested portion of such Participant's Employer Account as deter-
mined by the vesting schedule set forth in Article 4 and the
balance of the Participant's Employer Account shall be forfeited
in accordance with Article 5(F).
(C) Time of Distribution. The vested portion of a
Participant's Employer Account shall be distributed within 60
days after the close of the Plan Year in which such Participant:
(1) dies, (2) becomes Totally and Permanently Disabled, or
(3) attains age 60 and terminates employment.
(D) Permitted Distribution. Notwithstanding the provisions
of Article 7(B) above, the vested portion of the Employer Account
("Vested Account") of any former Participant who terminated
employment with an Employer prior to age 60 for a reason other
than death or Total and Permanent Disability shall be distributed
in accordance with the following:
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(1) If the value of the Vested Account is less than
$3,500, it shall be distributed during the first calendar quarter
of the year after such former Participant has incurred five
consecutive One Year Breaks in Service.
(2) If the value of the Vested Account has ever been
$3,500 or more, it shall be distributed during the first calendar
quarter of any year after such former Participant has incurred
five consecutive One Year Breaks in Service provided such Partic-
ipant requests distribution in writing on or before December 1 of
the prior year.
(3) In any event, distribution shall occur not later
than the first calendar quarter of the year after such former
Participant has attained age 60.
(E) Account Balances of Terminated Employees. The Employer
Account for any terminated Employee shall be allocated all
earnings and gains in accordance with Article 6(D)(1)(c).
(F) Distributions to Participants While Still Employed.
Distributions to a Participant while still employed for reasons
of hardship or any other purpose are not permitted.
(G) Valuation. A Participant's Employer Account will be
valued as of the Valuation Date coinciding with or immediately
following the date of death, Total and Permanent Disability, or
termination of employment. All distributions hereunder shall be
made not later than one year after the date of death, Total and
Permanent Disability, or any other event described herein.
(H) Distributions. Distributions of a Participant's
Employer Account may be made in one of the following ways:
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(1) By payment in a single lump sum. Distribution of
amounts from a Participant's Employer Account will be made
entirely in Employer Securities as determined by the Committee,
and the value of any fractional securities will be paid in cash.
(2) For distributions after December 31, 1992, by an
Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Roll-
over.
(I) Prior Distribution Designation. Notwithstanding the
preceding, a distribution on behalf of any Participant or Benefi-
ciary may be made in accordance with a signed distribution
designation executed prior to January 1, 1984 in accordance with
the provisions of Section 242 of the Tax Equity and Fiscal
Responsibility Act of 1982.
(J) Distribution Requirements. The forms of distribution
shall be subject to the following requirements:
(1) General Commencement of Payment Rules. In the
event of retirement, death, or Total and Permanent Disability of
a Participant, payment of a Participant's benefit shall, subject
to the limitations set forth below, commence not later than 60
days after the close of the Plan Year in which such retirement,
death or Total and Permanent Disability occurred. In the event
of any other termination of employment, payment of a Participant-
's benefit shall, subject to the limitations set forth below,
commence not later than 60 days after the close of the Plan Year
in which the Participant incurs a Break in Service. Notwith-
standing the foregoing, if a former Participant attains the age
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for retirement, dies or becomes Totally and Permanently Disabled
after terminating employment with an Employer, payment of that
Participant's benefits shall, subject to the limitations set
forth below, commence not later than 60 days after the close of
the Plan Year in which such age is attained or such death or
Total and Permanent Disability occurred.
(2) How Long Distributions May Be Delayed. Notwith-
standing any provisions to the contrary, the distribution of a
Participant's benefits shall comply with Section 401(a)(9) of the
Code and the Regulations thereunder (including Regulation
1.401(a)(9)-2, the provisions of which are incorporated herein by
reference). A Participant's benefits shall be distributed to
such Participant not later than April 1st of the calendar year
following the later of (a) the calendar year in which the Partic-
ipant attains age 70 1/2 or (b) the calendar year in which the
Participant retires, provided, however, that this clause (b) not
apply in the case of a Participant who is a "5% owner" at any
time during the five Plan Year period ending in the calendar year
in which the Participant attains age 70 1/2. Notwithstanding the
foregoing, clause (b) above shall not apply to any Participant
unless the Participant had attained age 70 1/2 before January 1,
1988 and was not a "5% owner" at any time during the Plan Year
ending with or within the calendar year in which the Participant
attained age 66 1/2 or any subsequent Plan Year.
(3) Additional Limitations After Death of Participant.
If the Participant dies before distribution of any of the Parti-
cipant's benefits has begun, then the entire interest of the
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Participant will be distributed within five years after the
Participant's death. If the designated Beneficiary is the
surviving spouse of the Participant, then the distributions under
this subsection will not be required earlier than the date on
which the Participant would have attained age 70 1/2.
(4) Death Distribution Provisions. Upon the death of
the Participant, the following distribution provisions shall take
effect:
(a) If the Participant dies after distribution of
the Participant's interest has commenced, the remaining
portion of such interest will continue to be distributed at
least as rapidly as under the method of distribution being
used prior to the Participant's death.
(b) If the Participant dies before distribution
of the Participant's interest commences, the Participant's
entire interest will be distributed no later than five years
after the Participant's death.
(K) Rollover Contributions. The Plan shall not accept a
transfer of assets from a plan described in Section 401(a)(11)(B)
of the Code which will result in its being a direct or indirect
transferee under Section 401(a)(11)(B) of the Code.
(L) Put Option. If the Employer Stock purchased under this
Article is not publicly traded when said securities are distrib-
uted to a Participant, such Participant shall be entitled to a
"put option" described as follows:
The put option shall permit the Participant to sell such
Employer Stock to an Employer at any time during two option
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periods, at the fair market value of such shares. The first put
option period shall be for at least 60 days beginning on the date
of distribution. The second put option period shall be for at
least 60 days beginning after the new determination of the fair
market value of Employer Stock by the Committee (and notice to
the Participant) in the following Plan Year.
(M) Sale Options of Participants or Beneficiaries.
(1) Option to Offer Securities. Any Participant,
former Participant or Beneficiary who receives Employer
Securities as benefits under this Plan may offer within 60
days after receipt of such securities, to sell the securi-
ties to the Trustee or to the Company, or the Employer
issuing such Employer Securities, under the terms and provi-
sions of this Paragraph.
(2) Terms of Option. The offer to sell the securities
shall be made to the Trustee who shall inform the person
offering the securities in writing, within 30 days after
receipt of the offer, whether the offer is accepted or
rejected. Any securities offered may be purchased by either
the Trustee or the Company. Any securities purchased by the
Trustee or by the Company shall be paid for in full at the
purchase price specified in paragraph (3) below, in cash, at
the closing upon surrender of the certificate or certifi-
cates for the securities sold. The closing shall take place
at a time and place fixed by the Trustee or the Company
within a reasonable period after notice of acceptance of the
offer.
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(3) Purchase Price of Securities. The purchase price
to be paid for any securities purchased pursuant to this
Section shall be the value of the securities of an Employer
as determined by the Committee. In determining such value,
the Committee shall evaluate the securities at their current
fair market value and may deduct any expenses incidental to
the handling and transfer of said securities. Notwithstand-
ing the foregoing, if any Participant receives a bona fide
offer from a third party which meets or exceeds the value of
the Employer securities, as determined by the Committee, and
if said Participant offers to sell such securities to the
Trustee (or the Company) the Participant shall submit a copy
of such bona fide offer in writing to the Trustee which
shall have a period of 30 days after receipt thereof to
notify such Participant whether such offer is accepted or
rejected; provided, however, that should such offer be
accepted, the Trustee (or the Company) shall offer a price
not less than that offered to the Participant by such third
party.
ARTICLE 8
GENERAL DISTRIBUTION PROVISIONS
(A) Authority to Distribute. The Trustee will make distri-
bution only after having received instructions from the Commit-
tee.
(B) Designation of Beneficiary. Distribution will be made
to a Participant if living and, if not, to the Participant's
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Beneficiary. If a Participant has no Beneficiary then living, or
if the Participant's designation of a Beneficiary is not effec-
tive, distribution will be made to the Participant's surviving
spouse or, if none, equally to the Participant's surviving
children or, if none, to the executor or administrator of the
Participant's estate. Notwithstanding the provisions of this
Article 8, if the Participant is married and the Participant's
spouse has not consented to another Beneficiary pursuant to
regulations established by the Committee, then such Participant's
benefits shall be distributed to the Participant's spouse.
(C) Distribution to Beneficiary. To insure that distribu-
tion is made to the individual or individuals of a Participant's
choice, the Participant should designate this Beneficiary upon
becoming a Participant and keep such designation current by
filing a new written designation with the Committee when desiring
to change the Beneficiary. If the Committee determines that a
person entitled to any distribution is physically unable or
mentally incompetent to handle such distribution, it may direct
the Trustee to apply such distribution for such person's benefit.
(D) Assignment of Benefit. A Participant is not entitled
as a matter of right to any payment, withdrawal or distribution
under the Plan during participation; nor may the Participant's
interest in the Plan as a Participant, or after participation has
ended, or that of a Participant's Beneficiary, be assigned by
voluntary or involuntary assignment or by operation of law.
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ARTICLE 9
DIVERSIFICATION OF ACCOUNT
(A) General Rule. If the Trustee borrows funds pursuant to
Article 11, any Participant who has completed at least ten years
of participation in the Plan and who has attained age 55 may
elect within 90 days after the close of each Plan Year in the
five Plan Year period beginning with the Plan Year in which the
Participant attains age 55 (or, if later, beginning with the Plan
Year in which the Participant completes ten years of participa-
tion) to direct the Trustee as to the investment of at least 25%
of the portion of such Participant's Employer Account (to the
extent such 25% portion exceeds the amount to which a prior
election under this paragraph applies). In the case of the
election year in which the Participant can make the last elec-
tion, the preceding sentence shall be applied by substituting
"50%" for "25%". The Participant's direction (1) shall be
provided to the Committee in writing; and (2) shall be effective
no later than 180 days after the close of the Plan Year to which
the direction applies.
(B) Investment Options. The Plan may meet the requirements
of paragraph (A) by offering at least three investment options
(other than Stock) to each Participant making the election
described in paragraph (A).
(C) Distribution in Lieu of Investment Options. In lieu of
providing investment options, the Plan may meet the requirements
of paragraph (A) by distributing (notwithstanding Section 409(d)
of the Code) the portion of the Participant's Employer Account
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that is covered by the election within 90 days after the last day
of the period during which the election can be made. Such
distribution shall be subject to such requirements of the Plan
concerning put options as would otherwise apply to a distribution
of Employer Stock from the Plan. This paragraph (C) shall apply
notwithstanding any other provision of the Plan other than such
provisions as require the consent of the Participant to a distri-
bution with a present value in excess of $3,500. If the Partici-
pant does not consent, such amount shall be retained in this
Plan.
ARTICLE 10
VOTING EMPLOYER STOCK
In the event voting Employer Stock is held in the Trust, the
Committee shall determine whether such voting Employer Stock is
Participant-Voted Stock or Committee-Voted Stock.
If the Trustee borrows funds pursuant to Article 11, at the
time such voting Employer Stock is released from the pledge and
allocated to a Participant's Account, such voting Employer Stock
shall be considered Participant-Voted Stock. Any voting Employer
Stock still held under the pledge and all other voting Employer
Stock held in the Trust shall be considered Committee-Voted
Stock.
(A) Committee-Voted Stock. The Committee shall instruct
the Trust how to vote the Committee-Voted Stock held in the
Trust. If the Trustee does not receive such instruction, then
the Committee-Voted Stock shall not be voted.
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(B) Participant-Voted Stock. Each Participant shall be
entitled to vote the Participant-Voted Stock allocated to such
Participant's Account. Accordingly, when a proxy statement for
an annual or special meeting of the shareholders of Participant-
Voted Stock is finalized, all Participants shall receive such
proxy statement and a form for the Participant to instruct the
Trustee how to vote such Participant-Voted Stock. The Partici-
pant then shall complete the form and return it to the Trustee.
Upon receipt of such instructions, the Trustee will vote the
Participant-Voted Stock in accordance with each Participant's
instructions. If within five days prior to such shareholder
meeting, the Trustee does not receive instructions from any
Participant, the Trustee shall vote such Participant's Partici-
pant-Voted Stock in accordance with instructions received from
the Committee. If the Trustee does not receive instructions from
the Committee, then the Participant-Voted Stock shall not be
voted.
ARTICLE 11
SPECIFIC AUTHORIZATION TO BORROW FUNDS
The Plan is intended to operate as an employee stock owner-
ship plan as defined in Section 4975 of the Code in the event and
to the extent the Trustee borrows funds pursuant to this Article
11. The Trustee is specifically authorized to borrow and pur-
chase Employer Stock. Any loan or loans to the Trust or Trustee
hereunder must contain the following provisions: (A) the loan
must be a term loan for a specific period not to exceed 15 years
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and at a reasonable rate of interest; (B) any collateral pledged
to the creditor by the Trust shall consist only of the assets
purchased with the borrowed funds or the Employer Stock used as
collateral on a prior loan that is being repaid with the proceeds
of the current loan (although in addition to such collateral, the
Company may guarantee repayment of the loan); (C) under the terms
of the loan, the creditor shall have no recourse against the
Trust, except with respect to such collateral given for the loan
and earnings attributable thereto, and contributions made hereun-
der (other than contributions of stock) to meet obligations under
the loan and earnings attributable to the investment of such
contributions; (D) the loan shall be repaid only from Employer
Contributions to the Trust and from amounts earned on Trust
investments; (E) there must be sufficient Employer Contributions
to the Trust in an amount to enable the Trust to pay each in-
stallment of principal and interest on the loan on or before the
date such installment is due, even if no tax benefit results from
such Employer Contributions; and (F) upon the payment of any
portion of the balance due on the loan, the assets originally
pledged as collateral for such portion shall be released from
encumbrance. The allocation of any Employer Stock released
hereunder shall be in accordance with Treasury Regulation Section
54.4975-7(b)(8).
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ARTICLE 12
ANNUAL STATEMENT
As soon as practicable after each Anniversary Date, a
Participant will receive a written statement showing as of the
Anniversary Date the status of such Participant's Account at the
end of the preceding year, including the cost attributable to a
Participant's respective Account of all Employer Securities in
such Account.
ARTICLE 13
ADMINISTRATION
(A) Committee. The Plan will be administered by a Commit-
tee composed of not fewer than two nor more than ten individuals
appointed by the Board of Directors of the Company to serve at
its pleasure and without compensation. Each and every vacancy
which may arise in the Committee by reason of resignation, death,
removal or otherwise shall be filled by the Company. Any member
of the Committee may resign of the member's own accord by deliv-
ering a written resignation to the Company, with said resignation
to be effective upon receipt thereof. Committee action may be by
vote of two or more members at a meeting or in writing without
the necessity of a meeting. Minutes of each meeting shall be
kept.
(B) Authority of Committee. The Committee shall be respon-
sible for the administration of the Plan. The Committee shall
have all such powers as may be necessary to carry out the provi-
sions hereof and may, from time to time, establish rules for the
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administration of the Plan and the transaction of the Plan's
business. In making any such determination or rule, the Commit-
tee shall pursue uniform policies as from time to time estab-
lished by the Committee and shall not discriminate in favor of or
against any Participant. The Committee shall have the exclusive
right to make any finding of fact necessary or appropriate for
any purpose under the Plan including, but not limited to, the
determination of the eligibility for and the amount of any
benefit payable under the Plan. The Committee shall have the
exclusive right to interpret the terms and provisions of the Plan
and to determine any and all questions arising under the Plan or
in connection with the administration thereof, including, without
limitation, the right to remedy or resolve possible ambiguities,
inconsistencies, or omissions, by general rule or particular
decision. The Committee shall make, or cause to be made, all
reports or other filings necessary to meet both the reporting and
disclosure requirements and other filing requirements of ERISA
which are the responsibility of "plan administrators" under
ERISA. To the extent permitted by law, all findings of fact,
determinations, interpretations, and decisions of the Committee
shall be conclusive and binding upon all persons having or
claiming to have any interest or right under the Plan.
(C) Trustees. Any one or more members of the Committee
shall have the right to serve as a trustee or trustees while a
member of the Committee. The Committee will give instructions to
the Trustee on all matters within its discretion as provided in
the Trust Agreement. The Committee is empowered to employ on
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behalf of the Plan, and to direct the Trustee to employ on behalf
of the Trust, brokers, investment advisers, custodians, accoun-
tants, legal counsel, and other agents to assist it in the
performance of its duties under the Plan. All costs and expenses
of administering the Plan and any expenses of the Trustee shall
be paid by the Trustee out of the Trust assets. The Company
shall indemnify each member of the Committee against any personal
liability or expense, except for the member's own gross negli-
gence or willful misconduct.
(D) Reasonable Care. The Committee shall discharge its
duties and powers hereunder with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
like aims.
ARTICLE 14
CREDIT FOR SERVICE WITH AFFILIATES
In the event that any Employee is transferred from any
participating Employer to another participating Employer, then
any and all benefits which the Employee may have under this Plan,
including without limitation Years of Vesting or Eligibility
Service, shall be transferred to the transferee corporation in
the same manner and under the same terms and conditions as if no
transfer had occurred. Any and all matters pertaining to the
transfer of a Participant's Employer Account for administration
by the transferee corporation shall be accomplished in a manner
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determined in the sole discretion of the Committee but applied on
a uniform and non-discriminatory basis.
ARTICLE 15
INALIENABILITY OF BENEFITS
None of the benefits under the Plan are subject to the claims of
creditors of Participants, or the Beneficiaries, and will not be
subject to attachment, garnishment, or any other legal process
whatsoever. Neither a Participant, a retired Participant, a
Disabled Participant, nor a Participant's Beneficiaries may
assign, sell, borrow on, or otherwise encumber any of the Partic-
ipant's beneficial interest in the Plan and Trust Fund; nor shall
any such benefits be in any manner liable for or subject to the
deeds, contracts, liabilities, engagements or torts of any
Participant, retired Participant, Disabled Participant, or
Beneficiary who shall become bankrupt or attempt to anticipate,
sell, alienate, transfer, pledge, assign, encumber or charge any
benefit specifically provided for herein. The provisions of this
Article 15 shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order, unless such
order is determined to be a qualified domestic relations order,
as defined in Section 414(p) of the Code, or any domestic rela-
tions order entered before January 1, 1985.
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ARTICLE 16
AMENDMENT AND TERMINATION
(A) Right to Amend or Terminate. The Plan may be amended
or terminated at any time by written amendment authorized by the
Board of Directors of the Company and signed by an officer of the
Company. The Company shall have the right, in said manner, to
amend this Plan retroactively to its effective date in order
initially to meet the requirements of Section 401(a) of the Code.
No amendment shall retroactively reduce the rights of Partici-
pants nor permit any part of the Trust assets to be diverted or
used for any purpose other than for the exclusive benefit of the
Participants and their Beneficiaries. If any amendment changes
the vesting schedule in Article 4 of the Plan, any Participant
with three or more years of service may, by filing a written
request with the Committee within 60 days after the Participant
has received notice of such amendment, elect to have such Partic-
ipant's vested percentage computed under the vesting schedule in
effect prior to the amendment. No amendment to the Plan shall
decrease a Participant's balance or eliminate an optional form of
distribution.
(B) Withdrawal by an Employer. Any Employer may, by action
of its respective Board of Directors, terminate participation in
the Plan.
(C) Termination. If the Plan is terminated, participation
will end on the last date on which the net assets of the Trust
are finally determined. Further, upon the termination or partial
termination of the Plan or upon the complete discontinuance of
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contributions by the Company, a Participant's entire interest in
the Plan shall be nonforfeitable. Upon final termination of the
Trust, the Committee may direct the Trustee to distribute all
assets of the Trust, in the form of Employer Securities after
payment of all obligations properly chargeable against the Trust,
to the Participants, former Participants and Beneficiaries, in
accordance with the value of the units credited to their respec-
tive Employer Accounts as of the effective date of termination.
(D) Distribution of Assets. Notwithstanding the foregoing,
in the event of any termination or discontinuance hereunder, the
Company (or the Committee) may, in its sole and absolute discre-
tion, direct the Trustee, or any other person holding the assets
of the Plan, to maintain (or distribute) the assets of the Trust,
after payment of all obligations properly chargeable against the
Trust, and after allocation of the respective units to the
Participants, former Participants and Beneficiaries. Such assets
shall be held, maintained and distributed in the manner provided
for elsewhere herein as if the Plan had not been terminated.
(E) IRS Approval. It is intended that this Plan and the
Trust constitute a qualified trust under Section 401(a) of the
Code. In the event the Plan and Trust do not receive the initial
approval of the Internal Revenue Service, then the Plan shall be
terminated at such date not later than 90 days after the date on
which the Internal Revenue Service has failed to approve the
Plan, as the Board of Directors may specify, and the assets,
together with any income received or accrued thereon and less any
benefits, obligations and expenses, will be distributed promptly
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to the Company or Participants in this Plan in accordance with
this provision and in such manner as the Committee may direct.
ARTICLE 17
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
This Plan and Trust shall not be merged or consolidated
with, nor shall any assets or liabilities be transferred to, any
other plan unless the benefits payable to each Participant, if
the other plan was terminated immediately after such action,
would be equal to or greater than the benefits to which the
Participant would have been entitled if this Plan had been
terminated immediately before such action.
ARTICLE 18
PARTICIPANT'S RIGHTS
Except as may be specifically provided by law, neither the
establishment of the Plan and Trust hereby created, nor any
modification thereof, nor the creation of any fund or account,
nor the payment of any benefits shall be construed as giving to
any Participant or other person any legal or equitable right
against any Employer, or any officer or Employee thereof, or the
Trustee, except as herein provided. All Capital Accumulations
will be paid only from the Trust assets and neither any Employer
nor the Committee nor the Trustee nor any officer or director of
any Employer shall have any duty or liability to furnish the
Trust with any funds, securities or other assets, except as
expressly provided in the Plan.
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ARTICLE 19
MISCELLANEOUS
(A) Additional Powers of the Committee. The Committee may
promulgate any and all rules, procedures, or other conditions
necessary to effectuate and accomplish the purposes set forth
herein and may direct the Trustee or any other interested persons
as to the manner and procedure necessary to comply with the
provisions hereof.
(B) Claims Procedure. Should any claim by a Participant
(or Beneficiary) for benefits hereunder be denied, an Employer
shall provide adequate written notice to such Participant (or
Beneficiary) setting forth, in a manner calculated to be under-
stood by said Participant (or Beneficiary), the specific reasons
for such denial, specific references to pertinent Plan provi-
sions, a description of any additional material or information
necessary for the claimant to perfect such Participant's claim,
an explanation of why such material or information is needed, and
an explanation of the Plan's review procedure. The Committee's
obligation hereunder shall be satisfied by sending such notice by
United States first-class mail to the last-known address of such
Participant (or Beneficiary). Each Participant (or Beneficiary)
whose claim is denied shall be afforded a reasonable opportunity
for a full and fair review of the decision to deny such claim by
the Committee upon delivering the request for such review in
writing to the Committee within 60 days following receipt of
notice of the denial. Any Participant (or Beneficiary) request-
ing a review of the denial of a claim shall have the right to be
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represented by counsel, to review pertinent documents relating to
the denial, and to submit issues and comments in writing. Within
60 days after the receipt of such request for review, the Commit-
tee shall review or reconsider the claim of such Participant (or
Beneficiary) and shall give written notice to such Participant
(or Beneficiary) of its decision.
(C) Construction of Plan and Trust Agreement. (1) This
Plan shall be governed by and construed under the laws of the
State of Ohio and accompanying Trust Agreement under the laws of
the jurisdiction within which the Trustee is located. In the
event of a conflict between the Plan and Trust Agreement, the law
of the Trustee's jurisdiction shall control as to the acts and
authority of the Trustee and any interpretations of the Trust
Agreement.
(2) The Plan is intended to operate as a profit sharing
plan unless and to the extent the Trustee borrows funds pursuant
to Article 11. In the event and to the extent the Trustee
borrows funds pursuant to Article 11, that portion of the Plan
shall operate as an Employee Stock Ownership Plan under Section
4975 of the Code.
(D) Rule Against Perpetuities. If the continued existence
of the Trust beyond a certain period would cause it to fail by
operation of law, it shall continue for the maximum period
permitted and shall then terminate with distribution of assets as
provided in Article 8.
(E) Limitation Year. The Company hereby adopts as its
Limitation Year under Section 415 of the Code, as amended, its
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fiscal year. All Compensation paid to any Employee or Partici-
pant of the Plan with respect to any Limitation Year shall be the
amount paid for any fiscal year in which an Employer is on a cash
basis or the amount accrued for any such fiscal year in which an
Employer is on an accrual basis.
(F) Use of Independent Appraiser. All valuations of
Employer Securities which are not readily tradable on an estab-
lished securities market shall be made by an independent apprais-
er.
ARTICLE 20
TOP HEAVY RULES
Provisions of this Article 20 shall be effective in any Plan
Year after December 31, 1983, in which the Plan is determined to
be a Top Heavy Plan.
(A) Definitions. As used in this Article 20, the following
terms shall have the following meanings:
(1) The term "Key Employee" shall mean any Employee or
former Employee (and the Beneficiaries of such Employee) who
at any time during the determination period (which shall
mean the current Plan Year and the preceding four Plan
Years) was an officer of an Employer if such individual's
annual Compensation exceeded 150% of the dollar limitation
under Section 415(b)(1)(A) of the Code; one of the ten
Employees who is both an owner (or considered an owner under
Section 318 of the Code) and whose Compensation exceeded the
limitation under Section 415(c)(1)(A) of the Code, including
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cost of living increases; a 5% owner of an Employer; or a 1%
owner of an Employer who has annual Compensation of more
than $150,000. The determination period is one Plan Year
containing the Determination Date and the four preceding
Plan Years. The term "Determination Date" shall mean for
any Plan Year subsequent to the first Plan Year, the last
day of the preceding Plan Year, and for the first Plan Year,
the last day of that year. If two or more plans constitute
an aggregation group in accordance with Section 416(g)(2) of
the Code, the plans shall be aggregated by adding together
the results for each Plan as of the Determination Dates for
such Plans that fall within the same calendar year.
The determination of who is a Key Employee will be made
in accordance with Section 416(i)(1) of the Code and the
regulations thereunder.
(2) The term "Permissive Aggregation Group" shall mean
the Required Aggregation Group of plans plus any other plan
or plans of an Employer which, when considered as a group
with the Required Aggregation Group, would continue to
satisfy the requirements of Sections 401(a)(4) and 410 of
the Code.
(3) The term "Required Aggregation Group" shall mean
(a) each qualified plan of an Employer in which at least one
Key Employee participates, (b) any other qualified plan of
an Employer which enables a plan described in (a) to meet
the requirements of Sections 401(a)(4) or 410 of the Code
and (c) any plan of an Employer which terminated during the
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five-year period ending on the Determination Date if such
terminated plan would have been included in the required
Aggregation Group if it had not been terminated.
(B) The Determination of Top Heavy. The Plan shall be a
Top Heavy Plan for the Plan Year if as of the last day of the
preceding Plan Year:
(1) The value of the Employer Accounts (but not in-
cluding any allocations to be made as of such last day of
the Plan Year except contributions actually made on or
before such date and allocated pursuant to Article 6) of all
Participants who are Key Employees exceeds 60% of the value
of the sum of Employer Accounts (as calculated above) of all
Participants (the "60% test"); or
(2) The Plan is part of a Required Aggregation Group
and the Required Aggregation Group is Top Heavy. However,
and notwithstanding the "60% test", the Plan shall not be a
Top Heavy Plan for any Plan Year in which the Plan is part
of a Required or Permissive Aggregation Group which is not
Top Heavy.
(C) Minimum Contribution. For any Plan Year in which the
Plan is a Top Heavy Plan, an Employer shall contribute to each
Participant's Employer Account (regardless of the number of Hours
of Service of such Participant) an amount equal to the lesser of:
(1) 3% of such Participant's Covered Compensation; or
(2) The largest percent an Employer actually contrib-
utes to Employer Accounts of Participants who are Key Em-
ployees (as defined in Section 416(i) of the Code).
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Any amounts contributed by an Employer which exceed the
minimum contribution hereunder shall be allocated in accordance
with Article 6, but considering the amounts contributed pursuant
to this Article 20(C).
(D) Minimum Vesting. If the Plan is a Top Heavy Plan, a
Participant's vested percentage in such Participant's Employer
Account shall not be less than the percentage determined in
accordance with the following table, notwithstanding the provi-
sions of Article 4.
Years of Service Percentage Vested Percentage Forfeited
Less than 3 years 0% 100%
3 years or more 100% 0%
(E) Compensation Limitation. For any Plan Year beginning
prior to January 1, 1989 in which the Plan is a Top Heavy Plan,
the term "Covered Compensation" of any Participant taken into
account under this Plan shall not exceed the first $200,000 of
such Compensation (as increased from time to time by the Code).
(F) Maximum Benefits. For any Plan Year in which the Plan
is a Top Heavy Plan, Article 6(A) shall be read by substituting
the number "1.00" for the number "1.25" whenever it appears in
such paragraph, except such substitution shall not have the
effect of reducing any benefit accrued under a Defined Benefit
Plan prior to the first day of the Plan Year in which this
provision becomes applicable.
(G) Minimum Benefits for Two Plans. In the event a non-
Key Employee is a Participant in both this Plan and a Defined
Benefit Plan, the minimum contribution required under this
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Article 20(C) shall be 5% instead of 3% of Covered Compensation.
To record the adoption of this Amended and Restated Plan,
the Company has caused its appropriate officers to affix its
corporate name this day of , 1994.
AMERICAN FINANCIAL CORPORATION
By:
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ADOPTION OF THE
AMERICAN FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP/RETIREMENT PLAN
(Amended and Restated as of January 1, 1994)
The undersigned do hereby adopt the American Financial
Corporation Employee Stock Ownership/Retirement Plan as amended
and restated as of January 1, 1994.
AMERICAN CUSTOM INSURANCE GREAT AMERICAN INSURANCE
COMPANY
SERVICES HOLDING COMPANY
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
AMERICAN EMPIRE SURPLUS LINES GRIZZLY GOLF CENTER, INC.
INSURANCE COMPANY
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
AMERICAN FINANCIAL CORPORATION MID-CONTINENT CASUALTY COMPANY
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
AMERICAN MONEY MANAGEMENT PROVIDENT TRAVEL CORPORATION
CORPORATION
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
BROTHERS PROPERTY CORPORATION STONEWALL INSURANCE COMPANY
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
DEMPSEY & SIDERS AGENCY, INC. STONEWALL UNDERWRITERS, INC.
BY:____________________________ BY:___________________________
ITS:___________________________ ITS:__________________________
Date:__________________________ Date:_________________________
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FIDELITY ENVIRONMENTAL INSURANCE
COMPANY
BY:____________________________
ITS:___________________________
Date:__________________________
