Original Electronically Transmitted to the Securities and Exchange Commission
on January 21, 1994 Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation No. 13-3180909
335 Madison Avenue, New York, New York 10017
Telephone Number 212 370-7400
UPSTATE PARTNERS EMPLOYEES'
RETIREMENT SAVINGS PLAN
Agent for Service
J.S. Rubin
Executive Vice President and Chief Financial Officer
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Telephone Number 914 644-6400
Please send copies of all communications to:
Raymond F. Burke, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registra-
registered registered (1) per share* price* tion fee
Common Stock--par
<S> <C> <C> <C> <C>
value $1 per share 200,000 shares $39.50 $7,900,000 $ 2,724.16
============================================================================
<F1>
(1) Represents the estimated number of Shares that may be acquired by the
Trustee under the NYNEX Corporation Upstate Partners Employees'
Retirement Savings Plan (the "Plan").
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457(h) based upon the average of the
high and low prices per share of Common Stock of NYNEX Corporation as
quoted on the New York Stock Exchange--Composite Transactions listing for
January 17, 1994.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
</TABLE>
<PAGE>
2
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation ("NYNEX") with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended
December 31, 1992;
(2) NYNEX's Quarterly Report on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1993;
(3) NYNEX's Current Reports on Form 8-K, dates of reports February 16,
June 1, October 4, November 10, November 19 and December 24, 1993.
(4) The description of NYNEX's Common Stock on Form 10 dated November
15, 1983 and Form 8-A dated October 20, 1989.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior
to termination of the offering shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and consolidated financial
statement schedules of NYNEX and its subsidiaries included or incorporated by
reference in NYNEX's Annual Report on Form 10-K for the year ended December
31, 1992, incorporated by reference in this Registration Statement, have been
incorporated herein in reliance on the reports of Coopers & Lybrand,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The legality of the securities offered hereby will be passed upon for
NYNEX by Raymond F. Burke, Executive Vice President and General Counsel of
NYNEX.
<PAGE>
3
Item 6. Indemnification of Directors and Officers.
Section 145, as amended, of the Delaware General Corporation Law
provides that a Delaware corporation may indemnify, among others, its
officers, directors, employees and agents under the circumstances described
in the statute. Article 9, as amended May 6, 1987, of the Restated
Certificate of Incorporation of NYNEX provides for indemnification of NYNEX
directors and officers as follows:
"9.1 The corporation shall indemnify any person who was or is a
party or witness, or is threatened to be made a party or witness, to any
threatened, pending or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of
the corporation), whether civil, criminal, administrative or
investigative (including a grand jury proceeding), by reason of the fact
that he or she (a) is or was a director or officer of the corporation,
or (b) as a director or officer of the corporation, is or was serving at
the request of the corporation as a director, officer, employee, agent,
partner or trustee (or in any similar position) of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent authorized or permitted by the General
Corporation Law of Delaware and any other applicable law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, or in connection with
any appeal thereof; provided, however, that, except as provided in
Section 9.2 of this Article with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any such
person in connection with an action, suit or proceeding (or part
thereof) initiated by such person only if the initiation of such action,
suit or proceeding (or part thereof) was authorized by the Board of
Directors. Such right to indemnification shall include the right to
payment by the corporation of expenses incurred in connection with any
such action, suit or proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a
director or officer in advance of the final disposition of such action,
suit or proceeding shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article
or otherwise.
<PAGE>
4
9.2 Any indemnification or advancement of expenses required under
this Article shall be made promptly, and in any event within sixty days,
upon the written request of the person entitled thereto. If a
determination by the corporation that the person is entitled to
indemnification pursuant to this Article is required, and the
corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved such
request. If the corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within sixty days, the right to
indemnification and advancement of expenses as granted by this Article
shall be enforceable by the person in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in
whole or in part, in any such action or proceeding shall also be
indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advancement of expenses pursuant to this Article where the required
undertaking has been received by the corporation) that the claimant has
not met the standard of conduct set forth in the General Corporation Law
of Delaware, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including the
Board of Directors, independent legal counsel or the stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
General Corporation Law of Delaware, nor the fact that there has been an
actual determination by the corporation (including the Board of
Directors, independent legal counsel or the stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
9.3 The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the provisions of this Article 9
shall not affect any obligations of the corporation or any rights
regarding indemnification and advancement of expenses of a director,
officer, employee or agent with respect to any threatened, pending or
completed action, suit or proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged cause of
action accrued at any time prior to such repeal or modification.
<PAGE>
5
9.4 The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article, the General Corporation Law of Delaware or
otherwise.
9.5 If this Article or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each director and officer of the
corporation as to expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding and an action,
suit or proceeding by or in the right of the corporation, to the fullest
extent permitted by any applicable portion of this Article that shall
not have been invalidated, by the General Corporation Law of Delaware or
by any other applicable law."
Substantially identical indemnification provisions are contained in
NYNEX's By-Laws.
The directors and officers of NYNEX are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by NYNEX.
<PAGE>
6
Item 8. Exhibits.
Exhibit
Number
4 Form of Upstate Partners Employees' Retirement Savings Plan.
5 Opinion of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, as to the legality of the securities
being registered.
23-a Consent of Coopers & Lybrand.
23-b Consent of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, filed as Exhibit 5.
24 Powers of Attorney.
The undersigned registrant hereby undertakes that it will submit the
Plan, and any amendments thereto, to the Internal Revenue Service ("IRS") in
a timely manner and will make all changes therto required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986,
as amended.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
<PAGE>
7
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. (In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
NYNEX Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and State of
New York, on the 21st day of January, 1994.
NYNEX CORPORATION
By P. M. Ciccone
(P. M. Ciccone, Vice President and
Comptroller)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer:
W. C. Ferguson* Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
J. S. Rubin* Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
P. M. Ciccone* Vice President and Comptroller
A Majority of Directors:
Randolph W. Bromery*
John J. Creedon*
Stanley P. Goldstein*
Helene L. Kaplan* *By P. M. Ciccone
Elizabeth T. Kennan* (P. M. Ciccone, as attorney-in-fact
David J. Mahoney* and on his own behalf as
Edward E. Phillips Principal Accounting Officer)
I. G. Seidenberg*
Walter V. Shipley* January 21, 1994
John R. Stafford*
<PAGE>
9
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Upstate
Partners Employees' Retirement Savings Plan has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on the
19th day of January, 1994.
UPSTATE PARTNERS EMPLOYEES' RETIREMENT
SAVINGS PLAN
By D. J. Sacco
EXHIBIT 4
FORM OF
UPSTATE PARTNERS
EMPLOYEES' RETIREMENT SAVINGS PLAN
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION
ARTICLE I - Definitions 1
ARTICLE II - Eligibility 5
ARTICLE III - Participation and Participant Contributions 6
ARTICLE IV - Participating Company Contributions 9
ARTICLE V - Investment of Contributions 13
ARTICLE VI - Participant Accounts 14
ARTICLE VII - Retirement or Other Termination of Employment 16
ARTICLE VIII- Death 17
ARTICLE IX - Payment of Benefits 18
ARTICLE X - Withdrawals and Loans During Employment 20
ARTICLE XI - Plan Administration 23
ARTICLE XII - Amendment and Termination 26
ARTICLE XIII- Top-Heavy Provisions 27
ARTICLE XIV - General Provisions 29
<PAGE>
INTRODUCTION
This Employees' Retirement Savings Plan is hereby established,
effective as of January 1, 1994, for the benefit of eligible Employees of
Upstate Partners and of any Affiliated Company that may adopt the Plan. This
Plan is intended to qualify as a profit sharing plan pursuant to the
provisions of Code sections 401(a) and 401(k).
<PAGE>
ARTICLE I
Definitions
1.1 "Affiliated Company" means Upstate Partners (the "Company") and
(a) any other company which is included within a "controlled group of
corporations" within which the Company is also included, as
determined under section 1563 of the Internal Revenue Code of
1986, as amended from time to time, without regard to subsections
(a)(4) and (e)(3)(C) of said section 1563; or
(b) any other trades or businesses (whether or not incorporated) with
which the Company is affiliated which, based on principles
similar to those defining a "controlled group of corporations"
for the purposes of (a) above, are under common control; or
(c) any other entities required to be aggregated with the Company
pursuant to Internal Revenue Code section 414.
1.2 "Basic Contributions" means a Participant's contributions to the Plan
in any whole percentage of Compensation up to a 6 percent of
Compensation maximum in accordance with Section 3.2.
1.3 "Beneficiary" means the Participant's surviving spouse or, in the event
there is no surviving spouse or the surviving spouse elects in writing
not to receive any death benefits under the Plan, the person or persons
(including a trust) designated by a Participant to receive any death
benefit which shall be payable under this Plan.
1.4 "Board" means the committee established by the Partners to serve as the
principal governing body of the Company.
1.5 "Break in Service" means that an Employee fails to complete at least
one hour of service during a Plan Year.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Committee" means the Employees' Benefit Committee appointed pursuant
to Article XI to administer the Plan.
1.8 "Company" means Upstate Partners or its successor.
1.9 "Company Discretionary Contributions" means the contributions of a
Participating Company that are not contingent on the level of
Participant contributions as specified in Section 4.1.
1.10 "Company Matching Contributions" means the contributions of a
Participating Company that are contingent upon a Participant's Basic
Contributions as specified in Section 4.1.
1.11 "Compensation" means the total of a Participant's basic salary or
wages, bonuses and commissions paid by a Participating Company for
services actually rendered by the Participant to a Participating
Company. A Participant's Compensation shall not include overtime, <PAGE>
pension payments or any other form of extra remuneration of whatever
nature except bonuses and commissions included under the preceding
sentence, nor any annual remuneration in excess of $150,000 (adjusted
for cost of living increases as permitted under the Code). For any
Participant receiving disability pay from a Participating Company
during a payroll period (other than a disability pension), the term
"Compensation" means such disability pay. For any Employee who is
making Pre-Tax Contributions pursuant to Section 3.7, or pre-tax
contributions under a Participating Company's cafeteria (section 125)
plan, the term Compensation shall be based on his wages, salary,
commissions and bonuses, all as defined above, prior to any salary
reduction.
1.12 "Early Retirement Age" means age 55.
1.13 "Effective Date" means January 1, 1994.
1.14 "Employee" means any individual who is employed by a Participating
Company.
1.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulations issued pursuant thereto.
1.16 "Forfeiture" means that portion of a Participant's Restricted Company
Contribution Account which is forfeited before full vesting.
1.17 "Highly Compensated Employee" means an Employee who is highly
compensated as defined in Code section 414(q). Subject to the special
limitations and definitions contained in section 414(q), a Highly
Compensated Employee is any Employee who during the current or
preceding Plan Year:
(a) was a five percent owner of a Participating Company;
(b) received compensation from a Participating Company in excess of
$75,000;
(c) received compensation from a Participating Company in excess of
$50,000 and is in the top 20 percent of the Participating
Company's employees ranked on the basis of compensation; or
(d) was at any time an officer of a Participating Company and
received compensation in excess of 50% of the defined benefit
dollar limitation for the Plan Year under Code section
415(b)(1)(A).
In making this determination, an employee who does not satisfy
(b), (c) or (d) in the preceding Plan Year shall not be
considered as satisfying (b), (c) or (d) for the current Plan
Year unless he meets the requirements of those subsections for
the current year and is among the top 100 employees paid the
greatest compensation during the current Plan Year. For purposes
of the Highly Compensated Employee definition, the term
Participating Company includes any Affiliated Company whether or
not such Affiliated Company has adopted this Plan. This
Section's dollar amounts shall be adjusted for cost of living
increases as provided under the Code.
<PAGE>
1.18 "Investment Manager" means any individual or corporation selected by
the Board or by any Board-appointed committee having the authority to
select such person who (i) is registered as an investment adviser under
the Investment Advisers Act of 1940; or (ii) is a bank, as defined in
that Act; or (iii) is an insurance company qualified to manage, acquire
or dispose of plan assets under the laws of more than one state and
each individual or corporation acknowledges in writing that he or the
corporation, as the case may be, is a fiduciary with respect to the
Plan.
1.19 "Leased Employee" means any person who is not otherwise an Employee and
who, pursuant to an agreement between a Participating Company and any
other person or organization, has performed services for the
Participating Company, or for the Participating Company and related
persons (determined in accordance with section 414(n)(6) of the Code),
on a basis whereby if such person were an Employee, such person would
have become an eligible Employee hereunder either in the initial
eligibility computation period or any Plan Year thereafter, and such
services are of a type historically performed by employees in the
business field of the Participating Company, provided, that a person
shall not be treated as a Leased Employee for any Plan Year if, during
such Plan Year: (i) such person is covered by a money purchase pension
plan described in section 414(n)(5)(B) of the Code, and (ii) not more
than 20% of the Employees who are not Highly Compensated Employees are
Leased Employees. Once a person is classified as a Leased Employee,
such person shall remain a Leased Employee for every Plan Year for
which the person completes at least 1000 Hours of Service, except that,
assuming the person were an Employee, a Break in Service will result in
the Participating Company treating the person hired after a Break in
Service as though the person were hired for the first time.
1.20 "Non-Highly Compensated Employee" means an Employee who is not a Highly
Compensated Employee.
1.21 "Normal Retirement Age" means age 65.
1.22 "Participant" means an Employee who meets the eligibility requirements
set forth in Section 2.1 and who elects to participate in the Plan.
1.23 "Participant Account" means, as of any Valuation Date, the then amount
of a Participant's contributions and the Participating Company's
contributions allocated on behalf of the Participant adjusted to
reflect any investment earnings and losses attributable to such
contributions, withdrawals and distributions, at the then market value
of the Trust. Where appropriate a Participant Account shall have the
following subaccounts: a Restricted Company Contribution Account to
record Company Matching and Discretionary Contributions, a Participant
Pre-Tax Contribution Account to record Pre-Tax Contributions, a
Participant Post-Tax Contribution Account to record Post-Tax
Contributions and a Rollover Account to record rollover contributions.
Earnings associated with each type of contribution shall be allocated
to the account with which the contributions are associated.
<PAGE>
1.24 "Participating Company" means the Company and each Affiliated Company
that has adopted this Plan for the benefit of its eligible Employees.
1.25 "Partner" means Rochester Telephone Corporation, NYNEX Corporation and
any other entity that may hereafter become a partner in the Company.
1.26 "Partner Plan" means any defined contribution plan maintained by one or
more of the Company's Partners.
1.27 "Partner Stock" means the common stock of Rochester Telephone
Corporation or NYNEX Corporation, or both as the context requires.
1.28 "Plan" means this Upstate Partners Employees' Retirement Savings Plan
as set forth herein and as it may be amended from time to time.
1.29 "Plan Year" means the calendar year. The Plan Year shall be the
limitation year as this term is used in ERISA.
1.30 "Post-Tax Contributions" means a Participant's contributions which are
non-deductible for income tax purposes at the time they are made.
1.31 "Pre-Tax Contributions" means a Participant's contributions which are
not included in his income for income tax purposes at the time they are
made.
1.32 "Restricted Stock" means Partner Stock that has been allocated to a
Participant's Restricted Company Contribution Account for a period of
less than five years from the date of the initial allocation.
1.33 "Supplemental Contributions" means a Participant's contributions to the
Plan in excess of his Basic Contributions in accordance with
Section 3.2.
1.34 "Trust" or "Trust Fund" means the amounts held in trust in accordance
with this Plan and consists of such investment options as from time to
time may be designated by a Board-appointed Committee.
1.35 "Trust Agreement" means any agreement entered into between the Company
and any Trustee to carry out the purposes of the Plan, which agreement
shall constitute a part of this Plan.
1.36 "Trustee" means any bank or trust company selected by the Board or a
Board committee to serve as Trustee pursuant to the provisions of the
Trust Agreement.
1.37 "Valuation Date" means the last day the Trust may have been valued
provided that the Trust shall be valued no less frequently than on the
last day of each calendar quarter.
<PAGE>
ARTICLE II
Eligibility
2.1 Eligibility Requirements. Every Employee of a Participating Company
who is not excluded pursuant to the following sentence is eligible to
become a Participant on his employment date with the Participating
Company. An Employee is not eligible to participate in this Plan if
(1) the Employee is in a unit of employees covered by a collective
bargaining agreement in which retirement benefits were the subject of
good faith bargaining unless such collective bargaining agreement
expressly provides for participation in this Plan; (2) the Employee is
a temporary or summer employee; or (3) the Employee is a Leased
Employee.
In the discretion of the Committee, an eligible Employee of a
Participating Company that has adopted this Plan who is transferred to
an Affiliated Company that has not adopted this Plan may participate in
the Plan under such arrangements as the Committee may prescribe.
2.2 Reemployment. If an Employee terminates employment and is subsequently
reemployed by a Participating Company, he will be eligible to begin
participation in this Plan immediately upon his return to employment.
All service of such an Employee with a Participating Company or any
Affiliated Company prior to termination of employment shall be credited
to such Employee for purposes of the vesting provisions of Section 7.2.
<PAGE>
ARTICLE III
Participation and Participant Contributions
3.1 Participation. An eligible Employee may become a Participant by filing
a written application with the Committee. The application shall
indicate the amount of his initial Basic and Supplemental Contributions
and whether he intends to have such Contributions made as Post-Tax
Contributions or as Pre-Tax Contributions. Except as the Committee in
its discretion may otherwise determine, participation will commence
with the first payroll period as is administratively practicable to
meet following the date such written election is received by the
Committee. Participation shall thereafter continue until all amounts
in the Participant's Account have been distributed even though current
contributions may be suspended.
3.2 Amount of Contributions. Contributions may be made by any Participant
who has enough Compensation during any payroll period to make a
contribution by payroll deduction. Each Participant may contribute, at
his option, Basic Contributions in any whole percentage of his
Compensation during a payroll period with a minimum contribution of
1 percent of Compensation and a maximum contribution of 6 percent of
Compensation. If a Participant is making Basic Contributions at the
maximum rate of 6 percent of his Compensation, he may also elect to
make Supplemental Contributions of any whole percentage of from 1 to 10
percent of his Compensation during a payroll period. All Participant
contributions will be in cash in the form of Employee-authorized
payroll deductions on either an after-tax voluntary basis or, pursuant
to Section 3.7, on a pre-tax basis.
3.3 Change in Amount of Contributions. The percentage, or percentages if
more than one, of Compensation designated by the Participant as his
contribution rate will continue in effect, notwithstanding any change
in his Compensation, until he elects to change such percentage. A
Participant, by filing a written election form furnished by the
Committee, may change his percentage of contributions as frequently
during the Plan Year and pursuant to such rules as the Committee may
prescribe. Any such change will become effective on the first payroll
period as is administratively practicable to meet after the date such
written election is received by the Committee. If a Participant's
total contribution rate is in excess of 6 percent of his Compensation,
any such change will first be applied to adjust the amount of his
Supplemental Contributions and then, if necessary, to adjust the amount
of his Basic Contributions. If a Participant's total contribution rate
is less than 6 percent of his Compensation, any such change will first
be applied to adjust the amount of his Basic Contributions and then, if
necessary, to provide for Supplemental Contributions.
3.4 Suspension of Participant Contributions. A Participant, by filing a
written election with the Committee, may elect to suspend either his
Basic or Supplemental Contributions, or both, at any time. Any such
suspension will become effective with the first payroll period as is
administratively practicable to meet after the date such written
election is received by the Committee. A suspension of all Basic
Contributions will automatically suspend all Supplemental
Contributions. Suspension of contributions must be for a period of not
less than three months. In order to resume making contributions, <PAGE>
the Participant must follow the procedure outlined in Section 3.1 as
though he were a new Participant. A Participant will not be permitted
to make up suspended contributions. Participant contributions will be
suspended automatically for any payroll period in which the Participant
is not in receipt of Compensation. Such automatic suspension shall be
lifted beginning with the next payroll period that the Participant
receives Compensation. The suspension of Supplemental Contributions,
in the absence of an election to the contrary, will not affect Basic
Contributions.
3.5 Remittance of Participant Contributions to the Trustee. Participant
contributions will be remitted as soon as administratively practicable
to the Trustee.
3.6 Termination of Participant Contributions. A Participant's
contributions will terminate effective with the payroll period that
ends or includes the date the Participant terminates employment for any
reason, including retirement or death.
3.7 Pre-Tax Contributions Option. A Participant shall have the option of
having his Basic and Supplemental Contributions to the Plan made on a
tax-deferred basis pursuant to the terms of this Section. Basic and
Supplemental Pre-Tax Contributions may be made solely pursuant to a
salary reduction agreement between an individual Participant and his
employer. Under this agreement the Participant agrees to reduce his
Compensation by a specified percentage (as outlined in Section 3.2) and
the Participating Company agrees to contribute to the Plan the
identical amount on behalf of the Participant. The agreement shall be
in such form and subject to such rules as the Committee may prescribe.
The Committee, in its sole discretion, may limit the number of salary
reduction agreements a Participant may make during a Plan Year, except
that an agreement may be terminated at any time, in which event the
Participant shall specify whether all of his contributions shall cease
or continue to be made as Post-Tax Contributions.
3.8 Lump Sum Contributions. Notwithstanding the foregoing provisions, in
accordance with such rules as the Committee may prescribe on a
non-discriminatory basis, a Participant may make lump sum Voluntary or
Pre-Tax Contributions at such times and in accordance with such rules
as the Committee may prescribe. Such lump sum contributions may be
made in addition to or as an alternative to any salary deduction
contributions made pursuant to other provisions of this Plan. A lump
sum Voluntary Contribution may be made by any method approved by the
Committee, including payroll deduction or direct contribution. A lump
sum Tax-Deferred Contribution can be made only pursuant to a salary
reduction agreement between the Participant and a Participating
Company. A Participant may make such lump sum contributions in any
dollar amount or in any percentage of Compensation that the Participant
may designate, provided that (1) all such contributions are subject to
the ERISA limitations set forth in Section 4.4 of the Plan; and (2) a
lump sum Tax-Deferred Contribution cannot exceed the Participant's
Compensation for the period covered by the salary reduction agreement.
<PAGE>
3.9 Rollovers to This Plan. Notwithstanding the limitations on
contributions set forth in the preceding Sections of this Article III,
a Participant may make rollover contributions (as defined in sections
402(c)(4), 403(a)(4) and 408(d)(3) of the Code) to the extent the
Committee in its discretion may permit and in accordance with rules it
shall establish. In addition, the Committee in its sole discretion may
arrange for a Participant's account in any other tax-qualified plan to
be transferred directly to this Plan. No rollover contribution or
transfer shall be permitted if it could adversely affect the tax
qualification of this Plan. All rollovers and transfers to this Plan
shall be credited to a Participant's Rollover Account.
3.10 Direct Rollovers from this Plan. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a Participant's
election under this Section, a Participant may elect, at the time and
in the manner prescribed by the Committee, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement
plan specified by the Participant in a direct rollover. An eligible
rollover distribution is any distribution of all or any portion of the
balance to the credit of the Participant except that an eligible
rollover distribution does not include any distribution that is one of
a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
Participant or the joint lives (or joint life expectancies) of the
Participant and the Participant's designated Beneficiary, or for a
specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and
the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to Company securities).
An eligible retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual retirement
annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described
in section 401(a) of the Code, that accepts the Participant's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.
For these purposes, a Participant includes an Employee or former
Employee who has an account balance in the Plan. In addition, the
Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in section
414(p) of the Code, are Participants with respect the interest of the
spouse or former spouse. A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the Participant.
<PAGE>
ARTICLE IV
Participating Company Contributions
4.1 Company Contributions. Subject to the limitations of Section 4.4, each
Participating Company will contribute Company Matching Contributions,
or Company Discretionary Contributions, or both, as specified in this
Section. Each Plan Year a Participating Company shall contribute, as
Company Matching Contributions, 75 percent of the Basic Contributions
that a Participant contributes to the Plan during the Plan Year. Each
Plan Year a Participating Company may contribute, as Company
Discretionary Contributions, a percentage of each Participant's
Compensation for the Plan Year. The level of Company Discretionary
Contributions each Year, if any, shall be in the sole discretion of the
Board. All Participating Company contributions will be made either in
Partner Stock or in cash which shall be used by the Trustee to purchase
Partner Stock as soon as reasonably practicable. To the extent
administratively practicable, the Partner Stock allocated to a
Participant's account each Year pursuant to this Section shall be
divided equally, in terms of fair market value, between the common
stock of each of the Partners.
4.2 Remittance of Company Contributions. Company Matching Contributions
shall be remitted to the Trustee on a regular and periodic basis
following the payroll period to which they relate but in no event shall
they be made less frequently than quarterly. Company Discretionary
Contributions for a Plan Year shall be remitted to the Trustee by a
Participating Company no later than the date the Participating
Company's tax return is due for the year within which ends the Plan
Year to which the contributions relate.
4.3 Effect of Suspension of Participant Contributions on Company
Contributions. During any period in which a Participant's Basic
Contributions are suspended, Company Matching Contributions on his
behalf will also be suspended.
4.4 Maximum Contributions. Notwithstanding the contribution levels
specified in Article III and the preceding Sections of this Article IV,
no contributions will be permitted in excess of the limits set forth
below:
1. Limits on Employee Pre-Tax Contributions. A Participant's
Pre-Tax Contributions to this Plan and any tax-deferred
contributions under any other 401(k) plan in which he may
participate shall not exceed $8,994 (adjusted for cost of living
increases for years after 1993 as provided under the Code) in any
taxable year of the Participant. To meet this limit, no
Tax-Deferred Contribution to this Plan in excess of $8,994 (as
adjusted) shall be accepted on behalf of any Participant during a
calendar year. If a Participant participates in more than one
plan, he shall notify the Committee of any excess contribution in
a calendar year by March 1 of the following year. The Committee
shall then cause the portion of such excess allocated to this
Plan to be returned to the Participant by April 15 following the
calendar year to which the excess contribution relates.
<PAGE>
In addition to the individual limits, the Plan's contributions
shall, if necessary, also be limited so as to meet one of the
following tests:
(a) For each Plan Year, the actual deferral percentage for the
Highly Compensated Employees may not be more than the actual
deferral percentage for the Non-Highly Compensated Employees
multiplied by 1.25; or
(b) For each Plan Year, the excess of the actual deferral
percentage for the Highly Compensated Employees over the
actual deferral percentage for the Non-Highly Compensated
Employees may not be more than two percentage points and the
actual deferral percentage for the Highly Compensated
Employees may not be more than the actual deferral
percentage for the Non-Highly Compensated Employees
multiplied by 2.0.
In applying these tests, the actual deferral percentages for the
Highly Compensated Employees and the Non-Highly Compensated
Employees for a Plan Year shall be the average of the
percentages, calculated separately for each eligible Employee in
the group, obtained by dividing the sum of the Employee's Pre-Tax
Contributions by the Employee's compensation (as required under
Code section 414(s)) for the Plan Year.
The Committee shall have the responsibility for monitoring
compliance with these tests and shall have the power to take any
steps it deems appropriate to ensure compliance, including
limiting the amount of salary reduction permitted by the Highly
Compensated Employees or requiring that the contributions for the
Highly Compensated Employees be delayed or held in escrow before
being paid over to the Trustee until such time as the Committee
determines that contributions can be made on behalf of the Highly
Compensated Employees without violating the requirements of Code
section 401(k). Within two and one-half months (otherwise within
12 months) following the end of a Plan Year the Committee shall
distribute to Highly Compensated Employees such contributions
(and earnings thereon) as may be in excess of the amounts
required to satisfy the special nondiscrimination tests.
2. Limits on Employee Post-Tax Contributions and Company Matching
Contributions. Pursuant to Internal Revenue Code section 401(m)
the combination of Employee Post-Tax Contributions and Company
Matching Contributions shall, if necessary, be limited so as to
ensure that in each Plan Year the actual contribution percentage
for eligible Highly Compensated Employees does not exceed the
greater of:
(a) 125 percent of the contribution percentage of all eligible
Non-Highly Compensated Employees; or
(b) the lesser of twice the contribution percentage of eligible
Non-Highly Compensated Employees or the contribution
percentage of eligible Non-Highly Compensated Employees plus
two percentage points.
<PAGE>
In applying these tests, the contribution percentages for
Highly Compensated Employees and Non-Highly Compensated
Employees for a Plan Year shall be the average of the
percentages for each group, calculated separately for each
employee in each group, obtained by dividing the sum of a
Participant's Post-Tax Contributions and the Company
Matching Contributions on his behalf by the Participant's
compensation (as required by Code section 414(s)) for the
Plan Year. At the election of the Committee, the
contribution percentages can be determined by also taking
into account a Participant's Pre-Tax Contributions.
If the foregoing test is not satisfied for any Plan Year,
the Committee shall direct the excess aggregate
contributions which cause the failure to be distributed to
the Highly Compensated Employees. Such distributions shall
be made in accordance with the provisions of Code section
401(m) prior to the end of the Plan Year following the Plan
Year in which occurred the failure to satisfy the test.
3. Code Section 415 Limits. Pursuant to Code section 415, the total
of the Employee and Participating Company contributions on behalf
of a Participant for each Plan Year (his "annual additions")
shall not exceed the lesser of $30,000 (or such larger amounts as
reflect cost of living increases pursuant to section 415 of the
Code) or 25 percent of the Participant's total compensation for
such Plan Year. For purposes of this Section, the term "annual
additions" means the total each Plan Year of a Participating
Company's contributions, the Employee's contributions and
Forfeitures. Rollover contributions and loan repayments are not
annual additions for this purpose. For purposes of applying
these limitations, the term "compensation" shall have the meaning
ascribed to it in regulations under Code section 415. In
general, these regulations define compensation to mean an
Employee's W-2 compensation from a Participating Company but
excluding income derived from the exercise of stock options, from
the disqualification of an incentive stock option, from
restricted stock or from income imputed from the payment of life
insurance premiums.
In addition to the amounts calculated under this Plan, annual
additions shall include such amounts, similarly calculated, that
are contributed with respect to the Participant to any other
defined contribution plan maintained by a Participating Company
or by any Affiliated Company and Participating Company
contributions to an individual medical account as described in
Code sections 415(1) and 419A(d)(2). In determining whether a
corporation is an Affiliated Company for this purpose only, the
percentage control test set forth in section 1563(a) of the Code
shall be a 50 percent test in place of the 80 percent test each
place the 80 percent test appears in said Code section.
If Plan contributions exceed the limits of this Section, first
the Participant's contributions shall be reduced, as necessary,
to eliminate the excess, in the following order of priority:
Voluntary Supplemental Contributions; Voluntary Basic
Contributions; Tax- Deferred Supplemental Contributions; and
Tax-Deferred Basic Contributions. Voluntary and Tax-Deferred <PAGE>
contributions which cause the excess, plus the earnings
attributable to the contributions may be returned to the
Participant in the event the excess is caused by a reasonable
error in estimating a Participant's annual compensation or any
other cause which is acceptable under Treasury Regulation section
1.415-6(b)(6). Any such excess shall be returned to the
Participant by March 1 following the end of the Plan Year to
which the excess relates. If an excess still exists, the
Participating Company's contribution shall be reduced as
necessary.
If a person participates at any time in both a defined benefit
plan and a defined contribution plan maintained by a
Participating Company or an Affiliated Company, the sum of the
defined benefit plan fraction and the defined contribution plan
fraction for any Plan Year may not exceed 1.0. For purposes of
this Section, the defined contribution plan fraction for any Plan
Year is a fraction the numerator of which is the person's annual
additions in such Plan Year and all prior years of employment, as
determined above, and the denominator of which is the lesser of
the following amounts for such Year and for each prior Year:
(a) 1.25 times the dollar limitation of Code section 415(c)(1)(A)
for the pertinent Year or (b) 1.4 times the amount that could be
taken into account under the limitation of Code section
415(c)(1)(B) for the Participant. The defined benefit plan
fraction for any Plan Year is a fraction the numerator of which
is the Participant's projected annual benefit under all plans
maintained by a Participating Company or an Affiliated Company
and the denominator of which is the lesser of the following
amounts for such Year: (a) 1.25 times the dollar limitation of
Code section 415(b)(1)(A) for such Year or (b) 1.4 times the
amount that could be taken into account under the percentage
limitation of Code section 415(b)(1)(B) for the Participant for
such Year.
The Committee shall monitor the contributions and benefits with
respect to each Participant under all plans maintained by a
Participating Company and any Affiliated Company. The Committee,
in its sole discretion, shall reduce any such contributions or
benefits to prevent the combined fractions from exceeding 1.0.
<PAGE>
ARTICLE V
Investment of Contributions
5.1 Investment Funds. The Trustee shall establish a Partner Stock fund and
such other investment funds as shall be designated from time to time by
any Board-appointed committee authorized to select investment funds.
5.2 Investment of Company Contributions. All Participating Company
contributions and the earnings thereon shall be invested initially in
Partner Stock. All Partner Stock so invested shall remain in the
Partner Stock fund until the fifth anniversary of the date of
investment (the "Restricted Stock"). At the expiration of the five
year period the Restricted Stock in a Participant's Account shall lose
its investment restriction and may be invested by the Participant,
pursuant to Section 5.5 and any rules established by the Committee
thereunder, in any other fund option or left in the Partner Stock fund.
5.3 Investment of Participant Contributions. Each Participant will direct,
at the time he elects to become a Participant under the Plan, that his
Participant contributions be invested in one or more available fund
options in accordance with any rules the Committee in its discretion
may establish. In the event no election is made, all contributions
will be invested in a fixed income fund option designated by the
Committee for this purpose.
5.4 Changing the Current Investment Election. A Participant's investment
election for his Participant contributions will continue in effect
until changed by the Participant. A Participant, by filing a written
election with the Committee, may change his current investment election
as to his future Participant contributions effective no later than the
first payroll period as is administratively practicable after the date
such written election to change is received by the Committee. Such
changes may be made only as frequently as the Committee in its sole
discretion may permit and in accordance with any rules the Committee in
its discretion may establish.
5.5 Changing the Investment of Accumulated Contributions. A Participant
may, by filing a written election with the Committee, change his
investment election as to some or all of his entire Participant Account
balance except for the Restricted Stock. Such changes may be elected
only as frequently as the Committee in its sole discretion may permit
and in accordance with any rules the Committee in its discretion may
establish.
5.6 Voting Rights with Respect to Partner Stock. Each Participant shall
have the right to vote all shares of Partner Stock held in the
Participant's Account. Each Participant shall also have the right to
direct the Trustee whether to tender such shares of Partner Stock in
the event an offer is made by any person other than the Company to
purchase such shares. The Committee shall make any such arrangements
with the Trustee as may be appropriate to pass such voting or tender
offer rights through to a Participant. In the event a Participant
fails to vote his shares or fails to indicate his preference with
respect to a tender offer, the Trustee shall vote the Participant's
shares or tender his shares in the same proportions as those Plan
Participants who did respond, cast their votes or tendered their shares.
<PAGE>
ARTICLE VI
Participant Accounts
6.1 Individual Accounts. The Committee shall create and maintain (or
direct to be created and maintained) individual accounts as records for
disclosing the interest in the Trust of each Participant, former
Participant and Beneficiary. Such accounts shall record credits and
charges in the manner herein described. When appropriate, a
Participant shall have four separate accounts, a Restricted Company
Contribution Account, a Participant Pre-Tax Contribution Account, a
Participant Post-Tax Contribution Account and a Rollover Account. The
maintenance of individual accounts is only for accounting purposes, and
a segregation of the assets of the Trust to each account shall not be
required.
6.2 Account Adjustments. Participant Accounts shall be adjusted as follows:
(a) Earnings: The earnings (including losses as well as gains) of
the Trust shall be allocated to the Participant Accounts of
Participants who have balances in their Accounts on each
Valuation Date. The allocation shall be made in the proportion
that the amounts in each Participant Account bear to the total
amounts in all of the Accounts similarly invested. In
determining the value of Plan assets, each valuation shall be
based on the fair market value of assets in the Trust on the
Valuation Date.
(b) Participating Company contributions: As of the end of each month
the Company Matching and Discretionary Contributions on behalf of
a Participant during the month shall be allocated to the
Participant's Restricted Company Contribution Account.
(c) Participant contributions: A Participant's contributions made
during a month shall be allocated to his Tax-Deferred or Post-Tax
Contribution Account, as the case may be, as of the end of each
month.
(d) Distributions and withdrawals: Distributions and withdrawals
from a Participant's Account shall be charged to the Account as
of the date paid.
(e) Forfeitures: As of the end of each Plan Year, Forfeitures which
have become available during such Plan Year and are not required
for allocation under Section 6.2(f) below shall be used to reduce
the Participating Company's current or its next succeeding
contributions to the Plan.
(f) Forfeiture Account: In the event a Participant is entitled to
receive a vested benefit pursuant to the terms of Section 7.2 but
later returns to the service of a Participating Company prior to
incurring five consecutive one year Breaks in Service, the
nonforfeitable amount in his pre-termination Restricted Company
Contribution Account plus the amount of his Forfeiture at the
time of termination shall be credited to a separate account as of
the end of the Plan Year when he returns. The
<PAGE>
restoration of the Forfeiture shall be made, first, from any
other Forfeitures arising in such Year prior to disposition under
Section 6.2(e) and, if not available from such Forfeitures, from
Participating Company contributions for the Year. At any
relevant time, the Participant's nonforfeitable portion of the
separate account will be equal to an amount ("X") determined by
the formula:
X = P(AB + (R x D)) - (R x D)
For purposes of applying this formula: P is the nonforfeitable
percentage at the relevant time; AB is the account balance at the
relevant time; D is the amount of the distribution; and R is the
ratio of the account balance at the relevant time to the account
balance after distribution.
The separate account need not be maintained after a Participant
has incurred five consecutive one year Breaks in Service after
the distribution of benefits to him.
6.3 Statements to Participants. On a periodic basis, but no less
frequently than once during each Plan Year, the Committee (or its
designee) will provide each Participant with a statement showing his
interests in the Plan's various investment funds. The statement may
show a Participant's interest in the Partner Stock fund in terms of the
number of shares of Partner Stock, their dollar value, or both. As an
alternative to showing the dollar or stock value of each Account, the
Committee in its discretion may express each Participant's interest in
terms of units. The statement shall also indicate the portion of his
Account that is vested and if there is none, the earliest date on which
vesting shall occur.
<PAGE>
ARTICLE VII
Retirement or Other Termination of Employment
7.1 Retirement or Disability. If a Participant's employment with a
Participating Company is terminated (i) at or after his Normal
Retirement Age, (ii) at or after his Early Retirement Age, or (iii) at
an earlier age because of disability, the Participant's accounts shall
all be fully vested and he shall be entitled to receive the entire
balance of such accounts in accordance with the provisions of Article
IX. For purposes of this Section 7.1 the term "disability" means a
physical or mental condition which, in the judgment of the Committee,
based on medical reports and other evidence satisfactory to the
Committee, will permanently prevent an Employee from satisfactorily
performing his usual duties for a Participating Company and which
entitle the Employee to receive Social Security disability benefits.
7.2 Vested Benefits. If a Participant terminates employment with a
Participating Company before he reaches age 55 or suffers a disability,
he shall be entitled to receive the entire amount credited to his
Participant Pre-Tax Contribution Account, his Participant Post-Tax
Contribution Account and his Rollover Account plus the amount in his
Restricted Company Contribution Account which has become vested. The
vested amount in the Restricted Company Contribution Account shall be
determined in accordance with the following schedule:
Length Percent of Percent of
of Service Account Vested Account Forfeited
less than 6 months 0% 100%
6 months or more 100% 0%
If any Plan amendment changes the Plan's vesting schedule, each
Participant in the Plan as of the date the new schedule is adopted
shall have his vested percentage determined under the vesting schedule
which provides him with the greatest vested benefit at any particular
point in time.
Any Forfeiture that may arise by virtue of the application of this
Section shall be treated in accordance with the provisions of
Section 6.2(e).
<PAGE>
ARTICLE VIII
Death
8.1 Death While Actively Employed. If a Participant dies while actively
employed, the Participant's Beneficiary will be entitled to receive 100
percent of the value of his Participant Account. This amount shall
consist of the Account's value as of the Valuation Date next following
the date of the Participant's death.
8.2 Death After Retirement. If a Participant dies after retirement, any
benefit payable to the Participant's Beneficiary will depend upon the
method that has been employed to distribute the value of his
Participant Account in accordance with Article IX.
8.3 Beneficiary. If a Participant is married, his Beneficiary shall be his
spouse who shall be entitled to receive his remaining account balance,
upon the Participant's death. Upon the written election of the
Participant, with his spouse's written consent, a Participant may
designate another Beneficiary. This election and spousal consent must
either be notarized or be witnessed by a Plan representative and
returned to the Committee. If such election has been made or if the
Participant is not married, the Participant will designate the
Beneficiary (along with alternate Beneficiaries) to whom, in the event
of his death, any benefit is payable hereunder. Each Participant has
the right, subject to the spousal consent requirement noted above, to
change any designation of Beneficiary. A designation or change of
Beneficiary must be in writing on forms supplied by the Committee and
any change of Beneficiary will not become effective until such change
of Beneficiary is filed with the Committee, whether or not the
Participant is alive at the time of such filing; provided, however,
that any such change will not be effective with respect to any payments
made by the Trustee in accordance with the Participant's last
designation and prior to the time such change was received by the
Committee. The interest of any Beneficiary who dies before the
Participant will terminate unless otherwise provided. If a Beneficiary
is not validly designated, or is not living or cannot be found at the
date of payment, any amount payable pursuant to this Plan will be paid
to the spouse of the Participant if living at the time of payment,
otherwise in equal shares to such children of the Participant as may be
living at the time of payment; provided, however, that if there is no
surviving spouse or child at the time of payment, such payment will be
made to the estate of the Participant.
<PAGE>
ARTICLE IX
Payment of Benefits
9.1 Form of Payment. Any Participant or, if the choice is his, any
Beneficiary who is entitled to receive benefits under Articles VII or
VIII may elect to receive the amount in the Participant Account in
accordance with one of the following elections:
OPTION A: A lump sum.
OPTION B: Periodic payments of substantially equal amounts for a
specified number of years not in excess of twenty. Such periodic
payments shall be made at least annually. In the event periodic
payments are elected, the Participant shall direct in writing how
the remaining balance of his account is to be invested.
9.2 Payments from Partner Stock Fund. Payment from the Participant's
Partner Stock fund account may be made either in cash or in Partner
Stock as elected by the Participant. Payments from other funds shall
be made only in cash.
9.3 Time of Payment. A Participant or Beneficiary who becomes entitled to
receive a benefit at any time when the Participant Account is $3,500 or
less will be cashed out for the full amount of the account balance as
soon as administratively practicable. If the account balance is in
excess of $3,500 it shall be paid prior to Normal Retirement Age only
with the written consent of the Participant and, if married, with the
consent of the Participant's spouse in a writing which acknowledges the
effect of such consent and which is witnessed by a Plan representative
or is notarized. In the case of death, the written consent of the
Participant's Beneficiary shall be required for amounts in excess of
$3,500.
Benefit payments shall normally begin not later than the April 1
following the calendar year during which the event giving rise to the
eligibility for payment shall have occurred. In no event shall
benefits begin later than sixty days after the close of the Plan Year
in which the latest of the following occurs: (1) the Participant's
attainment of age 65; (2) the termination of the Participant's service
with a Participating Company; or (3) the date specified in writing to
the Committee by the Participant (but not later than the year in which
he attains age 70 1/2). In no event, however, shall benefit payments
commence later than the April 1 following the calendar year in which a
Participant attains age 70 1/2 even if he continues in employment with
a Participating Company. Notwithstanding any direction by the
Participant to the contrary, all payments must be payable pursuant to a
schedule whereby the entire amount in the Participant's Account is paid
over a period that does not extend beyond the life of the Participant
or over the lives of the Participant and any individual he has
designated as his Beneficiary (or over the life expectancies of the
Participant and his designated individual Beneficiary). In addition,
the payment method selected must provide that more than 50 percent of
the present value of the payments projected to be paid to the
Participant and his Beneficiary will be paid to the Participant during
his life expectancy.
<PAGE>
In the event of the death of a Participant, former Participant or
Beneficiary while benefits are being paid under a schedule which meets
the requirements of the preceding paragraph, payments shall continue
pursuant to a schedule which is at least as rapid as the period
selected. In the event of the death of a Participant or former
Participant before benefit payments have commenced, any death benefit
shall be distributed within five years of death unless the following
conditions are met:
(i) payments are made to an individual Beneficiary designated by the
Participant;
(ii) payments are made for the life of such individual Beneficiary or
over a period not extending beyond his life expectancy; and
(iii) payments commence within one year of death.
If the designated Beneficiary is the Participant's spouse, payments
will be paid within a reasonable period of time after the Participant's
death, but may be delayed until the date the Participant would have
attained age 70 1/2, if the Beneficiary so elects. If the spouse dies
before payments begin, the rules of this paragraph shall be applied as
if the spouse were the Participant. Notwithstanding the provisions of
this Section the distribution requirements of Code section 401(a)(9)
and the regulations thereunder are hereby incorporated by this
reference and shall supersede any conflicting Plan provisions.
9.4 Death of Participant Prior to Receiving Full Distribution. Except as
provided in Section 8.2, if a Participant dies after having terminated
employment and prior to receiving a distribution of his Participant
Account, then the payments that would otherwise have been made to the
Participant will be made to his Beneficiary.
9.5 QDROs. Benefits shall be payable under this Plan to an alternate payee
pursuant to the terms of any qualified domestic relations order. The
Committee has the responsibility for determining if a domestic
relations order is qualified and whether its payment terms are
consistent with the terms of the Plan. If appropriate, the amounts
subject to a QDRO may be segregated from the Participant's Account and
placed in a separate account for the benefit of the alternate payee who
shall thereupon be treated for Plan purposes as a Participant. Any
amounts payable to an alternate payee may, at the alternate payee's
request, be paid from the Plan immediately pursuant to the terms of the
QDRO and this Plan.
<PAGE>
ARTICLE X
Withdrawals and Loans During Employment
10.1 Age 59 1/2 Withdrawals. A Participant who has reached age 59 1/2 but
who has not yet terminated employment may withdraw all or a portion of
his accumulated account balance under the Plan subject to the
limitations specified in Section 10.4.
10.2 Participant Post-Tax Contributions. A Participant may, by filing a
written request with the Committee, signed by the Participant and the
Participant's spouse, elect to withdraw amounts in his Participant
Post-Tax Contribution Account as follows:
(a) Contributions. A withdrawal of up to 100 percent of Participant
Post-Tax Contributions or, if less, 100 percent of the then value
of such contributions may be made without penalty from the Plan
(although a tax penalty for distribution prior to age 59 1/2 may
apply after pre-1987 contributions have been withdrawn).
(b) Earnings. A withdrawal of up to 100 percent of the earnings on
Post-Tax Contributions may be made by a Participant without
penalty from the Plan (although a tax penalty for distribution
prior to age 59 1/2 may apply).
10.3 Participant Pre-Tax Contributions. No earnings in a Participant's
Pre-Tax Contribution Account may be withdrawn prior to age 59 1/2. A
Participant may withdraw his Pre-Tax Contributions from his Pre-Tax
Contribution Account prior to age 59 1/2 only if the withdrawal is made
on account of an immediate and heavy financial need of the Participant
that cannot be satisfied from other resources available to the
Participant. For purposes of this Section an immediate and heavy
financial need shall mean (1) expenses incurred for medical care or
necessary to obtain medical care for a Participant, a Participant's
spouse or a Participant's dependent; (2) the purchase of a
Participant's principal residence; (3) tuition and related educational
fees for post- secondary education but only for the next 12 months for
a Participant, a Participant's spouse or a Participant's dependent, or
remedial school tuition; (4) prevention of eviction or mortgage
foreclosure; (5) expenses arising from the death of a spouse or
dependent; (6) financial loss due to a sudden catastrophe;
(7) extraordinary legal expenses; (8) adoption expenses; or (9) any
other need recognized by the IRS in documents of general
applicability. A Participant will be deemed to lack other resources if
all of the following conditions are satisfied: (1) the Participant
must have obtained all distributions (except hardship) and all
nontaxable loans available from all plans of any Participating Company;
(2) the Participant may not make any contributions to any plan of any
Participating Company for at least 12 months following the hardship
withdrawal and (3) the dollar limit on pre-tax contributions ($8,994 as
indexed for inflation after 1993) for the calendar year following the
hardship shall be reduced by the amount of the hardship withdrawal. If
the foregoing conditions are not satisfied, the Committee may
reasonably rely on statements and representations made by the
Participant with respect to his lack of other financial resources. The
amount of the withdrawal cannot exceed the amount required to relieve
the financial need (including any amounts necessary to pay federal,
state or local income taxes or penalties reasonably anticipated to
result from the distribution).
<PAGE>
10.4 Limitations on In-Service Withdrawals.
(a) No more than two in-service withdrawals are permitted in any one
Plan Year.
(b) No withdrawal will be permitted under this Article unless the
amount to be withdrawn is at least $200 or 100% of the aggregate
value of the Participant's relevant account from which
withdrawals are being requested if such value is less than $200.
(c) Unless otherwise specified by the Participant, any withdrawal of
Participant contributions from his Post-Tax Contribution Account
will be satisfied first by a withdrawal of his pre-1987
contributions, if any, and then by a withdrawal of his post-1986
contributions.
(d) The withdrawal of any amounts from the Partner Stock fund by a
Participant who is an "officer," "director" or the "beneficial
owner of more than 10 percent of any class of equity security" of
the Company within the meaning of these terms under section 16 of
the Securities Exchange Act of 1934 shall result in such
Participant's automatic suspension from making Plan contributions
into the Partner Stock fund for a period of six months from the
date of the withdrawal.
(e) Partner Stock may not be withdrawn prior to age 59 1/2 while it
remains Restricted Stock.
10.5 Fund to be Charged with Withdrawal. A Participant may specify the
investment fund or combination of funds to which a withdrawal is to be
charged. If the Participant fails to make any designation, a
distribution will be made out of the Participant's interest in each of
the funds in proportion to the Participant's share in these funds.
10.6 Loans to Participants. The Trustee shall, if the Committee directs,
make a loan to a Participant from any or all of the Participant's
accounts subject to such rules as the Committee may prescribe and
subject to the following conditions:
(a) An application for a loan by a Participant shall be made in
writing to the Committee, which shall thoroughly investigate each
application and whose action thereon shall be final;
(b) A loan must be for a minimum of $500, only two loans (only one
for the purchase of a principal residence) may be outstanding at
any one time and only one loan refinancing per year will be
permitted;
(c) No loan shall be made to the extent that such loan when added to
all other loans to the Participant would exceed the lesser of
(1) 50 percent of the vested amounts in all of the Participant's
accounts under the Plan or (2) $50,000 reduced by the excess, if
any, of the highest outstanding balance of loans during the one
year period ending on the day before the loan is made over the
outstanding balance of loans to the Participant on the date the
loan is made. In determining whether the foregoing loan limits
are satisfied all loans from all plans of a Participating Company
and of any Affiliated Company shall be aggregated.
<PAGE>
(d) The period of repayment for any loan shall be arrived at by
mutual agreement between the Committee and the borrower, but such
period in no event shall exceed five years except that a loan may
be granted for a period not to exceed 25 years if the proceeds
are used to purchase the Participant's principal residence;
(e) All loans must be repaid under a substantially level amortization
period with payments being made at least quarterly;
(f) Each loan shall be made against collateral being the assignment
of 50 percent of the borrower's entire right, title and interest
in and to the Trust Fund, supported by the borrower's collateral
promissory note for the amount of the loan, including interest,
payable to the order of the Trustee and/or such other collateral
as the Committee may require;
(g) Each loan shall bear interest at a rate fixed by the Committee.
The rate shall be commensurate with the rates charged by persons
in the business of lending money for loans which would be made
under similar circumstances. Interest rates granted at different
times and to Participants in differing circumstances may vary
depending on such differences;
(h) A loan shall be treated as a directed investment by the borrower
with respect to his accounts. The interest paid on the loan
shall be credited to the borrower's accounts and he shall not
share in the earnings of the Plan's assets with respect to the
amounts borrowed and not yet repaid;
(i) A loan to a married Participant requires the written, notarized
consent of the Participant's spouse;
(j) No distribution shall be made to any Participant, former
participant or Beneficiary unless and until all unpaid loans,
including accrued interest thereon, have been liquidated or
offset against the account; and
(k) A loan from the Partner Stock fund account of a Participant who
is an "officer," "director" or the "beneficial owner of more than
10 percent of any class of equity security" of the Company within
the meaning of these terms under section 16 of the Securities
Exchange Act of 1934 shall result in such Participant's automatic
suspension from making Plan contributions into the Partner Stock
fund for a period of six months from the date of the loan. In
addition, no repayment of any such loan shall be credited to a
Participant's Partner Stock fund.
<PAGE>
ARTICLE XI
Plan Administration
11.1 Appointment of Committee. The Board shall appoint an Employees'
Benefit Committee to administer the Plan. Any person, including an
officer or other employee of a Participating Company, is eligible for
appointment as a member of the Committee. Such members shall serve at
the pleasure of the Board. Any member may resign by delivering his
written resignation to the Board. Vacancies in the Committee shall be
filled by the Board.
11.2 Named Fiduciary and Plan Administrator. The Committee shall be the
Named Fiduciary and Plan Administrator as these terms are used in
ERISA. The Committee shall appoint a Secretary who shall also be the
agent for the service of legal process.
11.3 Powers and Duties of Committee. The Committee shall administer the
Plan in accordance with its terms and shall have all powers necessary
to carry out the provisions of the Plan, except such powers as are
specifically reserved to the Board or some other person. The
Committee's powers include the power to make and publish such rules and
regulations as it may deem necessary to carry out the provisions of the
Plan. The Committee shall interpret the Plan and shall determine all
questions arising in the administration, interpretation, and
application of the Plan.
The Committee shall notify the Trustee of the liquidity and other
requirements of the Plan from time to time.
11.4 Operation of Committee. The Committee shall act by a majority of its
members at the time in office, and such action may be taken either by a
vote at a meeting or without a meeting. Any action taken without a
meeting shall be reflected in a written instrument signed by a majority
of the members of the Committee. A member of the Committee who is also
a Participant shall not vote on any question relating specifically to
himself. Any such question shall be decided by the majority of the
remaining members of the Committee. The Committee may authorize any
one or more of its members to execute any document on behalf of the
Committee, in which event the Committee shall notify the Trustee in
writing of such action and the name or names of its member or members
so designated. The Trustee thereafter shall accept and rely upon any
document executed by such member or members as representing action by
the Committee until the Committee shall file with the Trustee a written
revocation of such designation. The Committee may adopt such by-laws
or regulations as it deems desirable for the conduct of its affairs.
The Committee shall keep a record of all its proceedings and acts and
shall keep all such books of account, records, and other data as may be
necessary for the proper administration of the Plan.
11.5 Power to Appoint Advisers. The Committee may appoint such actuaries,
accountants, attorneys, consultants, other specialists and such other
persons as it deems necessary or desirable in connection with the
administration of this Plan. Such persons may, but need not, be
<PAGE>
performing services for a Participating Company. The Committee shall
be entitled to rely upon any opinions or reports which shall be
furnished to it by any such actuary, accountant, attorney, consultant
or other specialist.
11.6 Expenses of Plan Administration. The members of the Committee shall
serve without compensation for their services as such, but their
reasonable expenses shall be paid by the Company. To the extent not
paid from Fund assets, as determined from time to time by any
Board-appointed committee, all reasonable expenses of administering the
Plan shall be paid by the Company, including, but not limited to, fees
of the Trustee, accountants, attorneys, consultants, and other
specialists.
11.7 Duties of Fiduciaries. All fiduciaries under the Plan and Trust shall
act solely in the interests of the Participants and their Beneficiaries
and in accordance with the terms and provisions of the Plan and Trust
Agreement insofar as such documents are consistent with ERISA, and 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 like
character and with like aims. Any person may serve in more than one
fiduciary capacity with respect to the Plan and Trust.
11.8 Liability of Members. No member of the Committee shall incur any
liability for any action or failure to act, excepting only liability
for his own breach of fiduciary duty. To the extent not covered by
insurance, the Company shall indemnify each member of the Committee and
any Board-appointed committee and any employee acting on their behalf
against any and all claims, loss, damages, expense and liability
arising from any action or failure to act.
11.9 Allocation of Responsibility. The Board, Trustee, Investment Manager
and the committees established to administer the Plan possess certain
specified powers, duties, responsibilities and obligations under the
Plan and Trust. It is intended under this Plan that each be solely
responsible for the proper exercise of its own functions and that each
shall not be responsible for any act or failure to act of another,
unless otherwise responsible as a breach of its own fiduciary duty.
a. Generally, the Board shall be responsible for appointing the
members of the committees it may establish to administer this
Plan. If this Plan shall at any time permit employees to invest
any portion of Plan assets in Company or Partner securities, the
Board shall have sole authority to terminate this Plan and to
make any discretionary amendments, while any Board-appointed
committee given such authority shall have authority for making
discretionary amendments and for recommending to the Board any
other Plan amendments it deems appropriate.
b. The Board-appointed committees so authorized shall have the
responsibilities of making Plan amendments not specifically
reserved to the Board in the preceding subsection, including
<PAGE>
sole discretion to amend the Plan if employees are not authorized
to invest Plan assets in Company or Partner securities, to select
Investment Managers, to direct the Trustee and the Investment
Managers with respect to all matters relating to the investment
of Plan assets, to review and report to the Board on the
investment policy and performance of Plan assets and generally to
administer the Plan according to its terms.
c. The Trustee or the Investment Manger, as the case may be, is
responsible for the management and control of the Plan's assets
as specifically provided in the Trust Agreement or investment
manager agreement.
d. The Board may dissolve any committee it appoints or reserve to
itself any of its powers previously delegated to a
Board-appointed committee. In addition, the Board may reorganize
the committees it establishes from time to time and reallocate
their responsibilities between them or assign them to other
persons or committees provided that the Employees' Benefit
Committee shall at all times continue as plan administrator and
named fiduciary as these terms are defined in ERISA unless the
Board formally amends the Plan to reallocate these
responsibilities. The Board and the various committees may
designate persons, including committees, other than named
fiduciaries to carry out their responsibilities (other than
trustee responsibilities) under the Plan.
11.10 Claims Review Procedure. The Committee shall maintain a procedure
under which any Participant or Beneficiary may assert a claim for
benefits under the Plan. Any such claim shall be submitted in writing
to the Committee within such reasonable period as the rules of the
Committee may provide. The Committee shall take action on the claim
within 60 days following its receipt and if it is denied shall at such
time give the claimant written notice which clearly sets forth the
specific reason or reasons for such denial, the specific Plan provision
or provisions on which the denial is based, any additional information
necessary for the claimant to perfect the claim, if possible, an
explanation of why such additional information is needed, and an
explanation of the Plan's claims review procedure. The review
procedure shall allow a claimant at least 60 days after receipt of the
written notice of denial to request a review of such denied claim, and
the Committee shall make its decision based on such review within 60
days (120 days if special circumstances require more time) of its
receipt of the request for review. The decision on review shall be in
writing and shall clearly describe the reasons for the Committee's
decision.
<PAGE>
ARTICLE XII
Amendment and Termination
12.1 Right to Amend or Terminate. Any amendment may be made to this Plan
which does not cause any part of the Plan's assets to be used for, or
diverted to, any purpose other than the exclusive benefit of
Participants, former Participants, or Beneficiaries, provided however,
that any amendment may be made, with or without retroactive effect, if
such amendment is necessary or desirable to comply with applicable
law. Except in the case where approved by the Secretary of Labor
because of substantial business hardship, as provided in section
412(c)(8) of the Code, no amendment shall be made to the Plan if it
would decrease the accrued benefit of any Participant, eliminate or
reduce an early retirement benefit or eliminate an optional form of
benefit as may be provided in regulations under Code section
411(d)(6). If any provisions of this Plan relating to the percentage
of a Participant's accrued benefit that is vested are changed, any
Participant with at least three years of service may elect, by filing a
written request with the Committee within 60 days after the later of
(1) the date the amendment was adopted, (2) the date the amendment was
effective, or (3) the date the Participant received written notice of
such amendment, to have his vested interest computed under the
provisions of this Plan as in effect immediately prior to such
amendment.
12.2 Full Vesting Upon Termination of Plan. Upon full or partial
termination of the Plan or upon complete discontinuance of
Participating Company contributions, each affected Participant will
become 100 percent vesting in the value of his Participant Account as
of the Valuation Date next following such termination or discontinuance.
<PAGE>
ARTICLE XIII
Top-Heavy Provisions
13.1 Rules to Apply if Plan is Top-Heavy. Notwithstanding any other
relevant provision of this Plan to the contrary, the following rules
will apply for any Plan Year that the Plan becomes "top-heavy" (as
defined in Section 13.2):
(a) Vesting. Vesting will remain 100 percent at all times after
completion of six months' service.
(b) Minimum Contributions. For each top-heavy Plan Year the minimum
contribution allocated to the Participant Account of each non-key
employee shall be equal to or greater than the lesser of the
following amounts:
(i) 3 percent of such non-key employee's compensation; or
(ii) the highest percentage-of-compensation allocation made to
the Participant Account of any key employee.
If the highest rate allocated to a key employee is less than 3%
of compensation, amounts contributed as a result of a salary
reduction agreement shall be included in determining the rate of
contribution on behalf of key employees. For purposes of this
subsection, "compensation" shall have the same meaning as in
Section 4.4. Minimum contributions will be made to Participant's
Account without regard to his level of compensation or his hours
of service during a Plan Year.
(c) Limitation on Benefits. In applying the dollar limitations under
section 415(e) of the Code, the 1.25 limitation shall be
supplanted by a 1.0 limitation for each year during which the
Plan is top-heavy.
(d) Maximum Compensation. The maximum annual compensation of each
employee that may be taken into account under the Plan shall not
exceed $150,000 (or such larger amount based on cost of living
adjustments as may be permitted under the Code).
13.2 Top-Heavy Definition. For purposes of this Section, the Plan will be
considered "top-heavy" if on any given determination date (the last day
of the preceding Plan Year or, in the case of the Plan's first year,
the last day of such Year) the sum of the account balances for key
employees is more than 60 percent of the sum of the account balances of
all employees, excluding former key employees. The account balances
shall include distributions made during any given Plan Year containing
the determination date and the preceding four Plan Years but shall not
include the account balances for any person who has not received any
compensation from any Participating Company at any time during the
five-year period ending on the determination date. The method of
determining the top-heavy ratio shall be made in accordance with Code
section 416.
<PAGE>
In making the top-heavy calculation, (a) all the Company's plans in
which a key employee participates shall be aggregated with all other
Participating Company plans which enable a plan in which a key employee
participates to satisfy the Code's non-discrimination requirements; and
(b) all Participating Company plans not included in subparagraph (a),
above, may be aggregated with the Participating Company's plans
included in subparagraph (a), above, if all of the aggregated plans
would be comparable and satisfy the Code's non-discrimination
requirements.
13.3 Key Employee Definition. A key employee will be, for the purpose of
this Article, any employee or former employee who at any time during
the Plan Year containing the determination date or the four preceding
Plan Years is such within the meaning of Code section 416. As of the
effective date, the term key employee includes the following
individuals:
(i) an officer (but not more than 50 persons or, if lesser, the
greater of 3 or 10 percent of employees and not including persons
who earn 150 percent or less of the dollar limitation for
contributions to defined contribution plans as specified in Code
section 415(c)(1)(A));
(ii) one of 10 employees who has annual compensation from the
Participating Company of more than the amount in effect under
Code section 415(c)(1)(A) owning the largest interests of the
Participating Company. The employee having the greater annual
compensation from the Participating Company shall be considered
to own the larger interest in the Participating Company if two or
more employees had the same ownership interest in the
Participating Company;
(iii) a five-percent owner of the Participating Company; and
(iv) a one-percent owner of the Participating Company whose annual
compensation from the Participating Company exceeds $150,000.
13.4 Relationship of the Normal and the Top-Heavy Vesting Schedules. If the
Plan's top-heavy status changes and this change alters the Plan's
normal vesting schedule, no Participant's vested accrued benefit
immediately prior to such change in status shall be diminished on
account of the change in the vesting schedule. In addition, the
vesting for each Participant in the Plan at the time of the change in
status shall be determined under whichever schedule provides the
greatest vested benefit at any particular point in time.
13.5 Participation in Other Plans. A non-key employee who participates in
both a defined contribution plan and a defined benefit plan of the
Participating Company shall not be entitled to receive minimum benefits
and/or minimum contributions under all such plans. Instead, the
employee shall receive a minimum benefit equal to the lesser of 20
percent of such non-key employee's average compensation or 2 percent of
his average compensation multiplied by his number of Years of Service,
as set forth in such defined benefit plan.
<PAGE>
ARTICLE XIV
General Provisions
14.1 Employment Relationship. Nothing contained herein will be deemed to
give any Employee the right to be retained in the service of a
Participating Company or to interfere with the rights of a
Participating Company to discharge any Employee at any time.
14.2 Non-Alienation of Benefits. Except as provided in Section 10.6,
benefits payable under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary, including any such liability which
arises from the Participant's bankruptcy, prior to actually being
received by the person entitled to the benefit under the terms of the
Plan; and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to benefits
payable hereunder, shall be void. The Trust shall not in any manner be
liable for, or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.
Nothing in this Section shall preclude payment of Plan benefits
pursuant to a qualified domestic relations order pursuant to
Section 9.5.
14.3 Use of Masculine and Feminine; Singular and Plural. Wherever used in
this Plan, the masculine gender will include the feminine gender and
the singular will include the plural, unless the context indicates
otherwise.
14.4 Plan for Exclusive Benefit of Employees. No part of the corpus or
income of the Trust will be used for, or diverted to, purposes other
than the exclusive benefit of Participants and their Beneficiaries.
Anything in the foregoing to the contrary notwithstanding, the Plan and
Trust are established on the express condition that they will be
considered, by the Internal Revenue Service, as initially qualifying
under the provisions of the Internal Revenue Code. In the event that
the Internal Revenue Service issues an unfavorable determination with
respect to a timely request for a determination that the amended and
restated Plan and Trust qualify under the Internal Revenue Code, the
Plan and Trust will be of no effect and the value of all contributions
made by a Participating Company and Participants since the amendment
and restatement will be returned to the Participating Company and
Participants, respectively, within one year from the date of the denial
of the determination request. Furthermore, if, or to the extent that,
a Participating Company's tax deduction for contributions made to the
Plan is disallowed, the Participating Company will have the right to
obtain the return of any such contributions (to the extent disallowed)
for a period of one year from the date of disallowance. All
Participating Company contributions to this Plan are contingent upon
their deductibility under the Code.
<PAGE>
Finally, if a Participating Company's contribution to the Plan is made
by a mistake in fact, the Participating Company will have the right to
obtain the return of such contribution for a period of one year from
the date the contribution was made.
14.5 Merger or Consolidation of Plan. There will be no merger or
consolidation with, or transfer of any assets or liabilities to, any
other plan, unless each Participant will be entitled to receive a
benefit immediately after such merger, consolidation, or transfer as if
this Plan were then terminated which is at least equal to the benefit
he would have been entitled to receive immediately before such merger,
consolidation, or transfer as if this Plan had been terminated.
14.6 Payments to Minors and Incompetents. If a Participant or Beneficiary
entitled to receive any benefits hereunder is a minor or is deemed by
the Committee, or is adjudged to be, legally incapable of giving valid
receipt and discharge for such benefits, they will be paid to such
persons as the Committee might designate or to the duly appointed
guardian.
14.7 Governing Law. To the extent that New York law has not been preempted
by ERISA, the provisions of the Plan will be construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Plan document on its behalf this day
of , 1993.
UPSTATE PARTNERS
By:
Title:
Exhibit 5
NYNEX Corporation
1113 Westchester Avenue White Plains NY 10604 3510
914 644 6424
Raymond F Burke
Executive Vice President and General Counsel
NYNEX Logo
January 19, 1994
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Dear Sirs:
In connection with the proposed filing by NYNEX Corporation (the
"Company") under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 ("Registration Statement") relating to the registration
of 200,000 shares of the Company's Common Stock (the "Shares") which may be
purchased under the Upstate Partners Employees' Retirement Savings Plan
(the "Plan"), I am of the opinion that:
1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2. The Plan has been duly adopted and issuance of the Shares has
been duly authorized by the Company by appropriate corporate
action.
3. Upon issuance of the Shares and payment therefor in accordance
with (a) the Plan and (b) the resolutions of the Board of
Directors relating to the Plan and the offer and sale of the
Shares, the Shares will be legally issued, fully paid and
nonassessable.
4. Upon issuance of the Shares and payment therefor in accordance
with (a) the Plan and (b) the resolutions of the Board of
Directors of the Company relating to the Plan and the offer and
sale of the Shares, the Shares will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing with the Securities and Exchange
Commission of this Opinion as an exhibit to the Registration Statement and to
the use of my name under the heading "Interests of Named Experts and Counsel."
Very truly yours,
RAYMOND F. BURKE
Executive Vice President
and General Counsel
Exhibit 23-a
CONSENTS OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
NYNEX Corporation on Form S-8 relating to the issuance of 200,000 shares of
Common Stock for the Upstate Partners Employees' Retirement Savings Plan of
our report dated February 5, 1993 on our audits of the consolidated financial
statements of NYNEX Corporation and its subsidiaries as of December 31, 1992
and 1991, and for the years ended December 31, 1992, 1991, and 1990, which
report is incorporated by reference in the NYNEX Corporation 1992 Annual
Report on Form 10-K. We further consent to the incorporation by reference
in the Registration Statement of our report dated February 5, 1993 on our
audits of the consolidated financial statement schedules of NYNEX
Corporation and its subsidiaries as of December 31, 1992 and 1991, and
for the years ended December 31, 1992, 1991, and 1990, which report is
included in the NYNEX Corporation 1992 Annual Report on Form 10-K.
We further consent to the reference to our Firm under the caption "Interests
of Named Experts and Counsel" in this Registration Statement.
COOPERS & LYBRAND
New York, New York
January 21, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, each of the undersigned is an Officer or both an Officer
and a Director of the Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes and
appoints W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them
severally, as attorneys for the undersigned and in the undersigned's name,
place and stead, and in each of the undersigned's offices and capacities as
an Officer or as both an Officer and a Director of the Corporation, to
execute and file such registration statement with respect to the additional
shares of the Company's Common Stock (par value $1.00 per share) to be
offered under the Upstate Partners Employees' Retirement Savings Plan, and
thereafter to execute and file any amended registration statement or
statements (including any post-effective amendments thereto) and amended
prospectus or prospectuses or amendments or supplements to any of the
foregoing, with all exhibits thereto and other documents in connection
therewith, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and/or desirable to be done in and about the premises as fully, to
all intents and purposes, as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney this 19th day of January, 1994.
W. C. Ferguson J. S. Rubin
W. C. Ferguson J. S. Rubin
Chairman of the Board Executive Vice President
and Chief Executive Officer and Chief Financial Officer
P. M. Ciccone
P. M. Ciccone
Vice President and Comptroller
<PAGE>
- 2 -
State of New York )
) ss.:
County of Westchester)
On the 19th day of January, 1994, personally appeared before me,
W. C. Ferguson, J. S. Rubin and P. M. Ciccone to me known and known to me to
be the persons described in and who executed the foregoing instrument, and
they severally duly acknowledged to me that they and each of them executed
and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 19th day of January, 1994.
Ina H. Callery
Notary Public State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 12th day of January, 1994.
Randolph W. Bromery
Randolph W. Bromery
State of Massachusetts)
) ss.:
County of Hampden )
On the 12th day of January, 1994, personally appeared before me,
Randolph W. Bromery, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 12th day of January, 1994.
Robert B. Palmer
My Commission Expires September 26, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 17th day of January, 1994.
John J. Creedon
John J. Creedon
State of New York )
) ss.:
County of New York )
On the 17th day of January, 1994, personally appeared before me,
John J. Creedon, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 17th day of January, 1994.
Eileen Koffler
Notary Public State of New York
No. 4961696
Qualified in Westchester County
Commission Expires February 5, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 12th day of January, 1994.
Stanley P. Goldstein
Stanley P. Goldstein
State of New York )
) ss.:
County of Westchester)
On the 12th day of January, 1994, personally appeared before me,
Stanley P. Goldstein, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 12th day of January, 1994.
Maureen Richards
Notary Public State of New York
No. 03-4967931
Qualified in Bronx County
Commission Expires June 11, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 11th day of January, 1994.
Helene L. Kaplan
Helene L. Kaplan
State of New York )
) ss.:
County of New York )
On the 11th day of January, 1994, personally appeared before me,
Helene L. Kaplan, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 11th day of January, 1994.
Beverly Jaeger
Notary Public State of New York
No. 41-4666996
Qualified in Queens County
Certificate Filed in New York County
Commission Expires August 31, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 13th day of January, 1994.
Elizabeth T. Kennan
Elizabeth T. Kennan
State of Massachusetts)
) ss.:
County of Hampshire )
On the 13th day of January, 1994, personally appeared before me,
Elizabeth T. Kennan, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 13th day of January, 1994.
Ann E. Chenier
Notary Public
My Commission Expires Oct. 28, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 14th day of January, 1994.
David J. Mahoney
David J. Mahoney
State of Florida )
) ss.:
County of Palm Beach )
On the 14th day of January, 1994, personally appeared before me,
David J. Mahoney, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 14th day of January, 1994.
Diane Lahrs
Offical Seal
My Commission Expires June 25, 1997
Commission No. CC288860
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 19th day of January, 1994.
Edward E. Phillips
Edward E. Phillips
State of Massachusetts)
) ss.:
County of Middlesex )
On the 19th day of January, 1994, personally appeared before me,
Edward E. Phillips, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 19th day of January, 1994.
Wilmot Whitney, Jr.
Notary Public
My Commission Expires September 2, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 19th day of January, 1994.
I. G. Seidenberg
I. G. Seidenberg
State of New York )
) ss.:
County of Westchester)
On the 19th day of January, 1994, personally appeared before me,
I. G. Seidenberg, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 19th day of January, 1994.
Ina H. Callery
Notary Public State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 13th day of January, 1994.
Walter V. Shipley
Walter V. Shipley
State of New York )
) ss.:
County of New York )
On the 13th day of January, 1994, personally appeared before me,
Walter V. Shipley, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 13th day of January, 1994.
John B. Wynne
Notary Public State of New York
No. 31-4357105
Qualified in New York County
Commission Expires Feb. 28, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Upstate Partners Employees' Retirement Savings Plan; and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the the Company's Common
Stock (par value $1.00 per share) to be offered under the Upstate Partners
Employees' Retirement Savings Plan, and thereafter to execute and file any
amended registration statement or statements (including any post-effective
amendments thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 14th day of January, 1994.
John R. Stafford
John R. Stafford
State of New Jersey )
) ss.:
County of Morris )
On the 14th day of January, 1994, personally appeared before me,
John R. Stafford, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 14th day of January, 1994.
Brenda L. Santuccio
Notary Public of New Jersey
My Commission Expires May 26, 1998
