<PAGE>
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
WHEELABRATOR TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2678047
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_________________________
WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
WHEELABRATOR TECHNOLOGIES INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
ATTN: HERBERT A. GETZ, SECRETARY
(708)572-8800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01
per share..................... 2,000,000 shares $14.81 $29,620,000 $10,213.79
=================================================================================================
</TABLE>
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
on the basis of the average of the high and low sale prices for the
registrant's common stock on the New York Stock Exchange Composite Tape on
August 24, 1995, as reported by The Wall Street Journal (Midwest Edition).
Such price and aggregate price are included solely for the purpose of
calculating the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2660763
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_________________________
WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
WMX TECHNOLOGIES, INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
ATTN: HERBERT A. GETZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(708)572-8800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered(1) Per Share(1) Price(1) Fee(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $1.00
per share..................... 1,000,000 shares $29.63 $29,630,000 $10,217.24
=================================================================================================
</TABLE>
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
on the basis of the average of the high and low sale prices for the
registrant's common stock on the New York Stock Exchange Composite Tape on
August 28, 1995, as reported by The Wall Street Journal (Midwest Edition).
Such price and aggregate price are included solely for the purpose of
calculating the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION; ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information required by these items will be
given to employees participating in the Wheelabrator-Rust Savings and Retirement
Plan (the "Plan") and are not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of the registration statement or
as an exhibit thereto.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrants with the Commission are
hereby incorporated herein by reference:
(a) The registrants' latest annual reports on Form 10-K, or if the financial
statements therein are more current, the registrants' latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933.
(b) Wheelabrator-Rust Profit Sharing and Savings Plan Annual Report on Form
11-K for the plan year ended December 31, 1994.
(c) All other reports filed by the registrants pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.
(d) The descriptions of the registrants' common stock which are contained in
the registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such descriptions.
All documents subsequently filed by the registrants pursuant to sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
of the shares of common stock offered hereby have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a 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
<PAGE>
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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article fourteenth of the form of
Wheelabrator Technologies Inc.'s ("WTI") restated certificate of incorporation,
filed as exhibit 4.05 to this registration statement, which contains provisions
eliminating the personal liability of the officers and directors of WTI in
certain circumstances and providing for indemnification of them under certain
circumstances. Reference is also made to article twelfth of WMX Technologies,
Inc.'s ("WMX") restated certificate of incorporation, filed as exhibits 4.07
through 4.14 to this registration statement, and section 6 of article VII of
WMX's bylaws, filed as exhibit 4.15 to this registration statement, which
provide indemnification by WMX of each director, officer or employee of WMX to
the full extent permitted by the DGCL.
Under insurance policies maintained by the registrants, the directors and
officers of the registrants are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein. The undersigned registrant has submitted the Plan and any
amendments thereto to
2
<PAGE>
the Internal Revenue Service ("IRS") and has made and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus 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 hereof) 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;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3
<PAGE>
(c)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
(i)-(j) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.
WHEELABRATOR TECHNOLOGIES INC.
By /s/ Phillip B. Rooney
-----------------------------------------
Phillip B. Rooney,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement, or amendment thereto, has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Phillip B. Rooney Director, Chairman of
- ------------------------------------- the Board and Chief
Phillip B. Rooney Executive Officer
/s/ Dean L. Buntrock Director
- -------------------------------------
Dean L. Buntrock
/s/ William M. Daley Director
- -------------------------------------
William M. Daley
/s/ Donald F. Flynn Director
- -------------------------------------
Donald F. Flynn
/s/ Kay Hahn Harrell Director
- -------------------------------------
Kay Hahn Harrell
/s/ James E. Koenig Director August 30, 1995
- -------------------------------------
James E. Koenig
/s/ Paul M. Montrone Director
- -------------------------------------
Paul M. Montrone
/s/ Manuel Sanchez Director
- -------------------------------------
Manuel Sanchez
/s/ Thomas P. Stafford Director
- -------------------------------------
Thomas P. Stafford
/s/ Richard S. Haak, Jr. Controller and Principal
- ------------------------------------- Accounting Officer
Richard S. Haak, Jr.
/s/ John D. Sanford Executive Vice President,
- ------------------------------------- Treasurer and Principal
John D. Sanford Financial Officer
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.
WMX TECHNOLOGIES, INC.
By /s/ Dean L. Buntrock
-------------------------------------------
Dean L. Buntrock,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Dean L. Buntrock Director, Chairman of
- ------------------------------------ the Board and Chief
Dean L. Buntrock Executive Officer
/s/ Jerry E. Dempsey Director
- ------------------------------------
Jerry E. Dempsey
/s/ Phillip B. Rooney Director
- ------------------------------------
Phillip B. Rooney
/s/ Donald F. Flynn Director
- ------------------------------------
Donald F. Flynn
/s/ Peter H. Huizenga Director
- ------------------------------------
Peter H. Huizenga
/s/ Peer Pedersen Director August 30, 1995
- ------------------------------------
Peer Pedersen
/s/ James R. Peterson Director
- ------------------------------------
James R. Peterson
/s/ Alexander B. Trowbridge Director
- ------------------------------------
Alexander B. Trowbridge
/s/ Howard H. Baker, Jr. Director
- ------------------------------------
Howard H. Baker, Jr.
/s/ H. Jesse Arnelle Director
- ------------------------------------
H. Jesse Arnelle
/s/ Pastora San Juan Cafferty Director
- ------------------------------------
Pastora San Juan Cafferty
/s/ James B. Edwards Director
- ------------------------------------
James B. Edwards
/s/ Thomas C. Hau Vice President, Controller
- ------------------------------------ and Principal Accounting
Thomas C. Hau Officer
/s/ James E. Koenig Senior Vice President,
- ------------------------------------ Treasurer and Principal
James E. Koenig Financial Officer
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Wheelabrator-
Rust Savings and Retirement Plan and has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Oak
Brook, Illinois on August 30, 1995.
WHEELABRATOR-RUST PROFIT SHARING AND SAVINGS PLAN
By the Members of the Administrative and Investment
Committee of the Wheelabrator-Rust Savings and
Retirement Plan:
/s/ Thomas R. Frank
-------------------------------
Thomas R. Frank
/s/ Rodney C. Gilbert
-------------------------------
Rodney C. Gilbert
/s/ John M. Kehoe
-------------------------------
John M. Kehoe
7
<PAGE>
WHEELABRATOR TECHNOLOGIES INC.
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
4.01 Wheelabrator-Rust Savings and Retirement Plan, amended and restated
effective as of January 1, 1989
4.02 First Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
effective as of January 1, 1995
4.03 Second Amendment to the Wheelabrator-Rust Savings and Retirement
Plan, effective as of April 30, 1995
4.04 Third Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
effective as of July 1, 1995
4.05 Restated Certificate of Incorporation of Wheelabrator Technologies
Inc. ("WTI") (incorporated by reference to Exhibit 3.01 to WTI's 1989
annual report on Form 10-K)
4.06 By-laws of WTI, as amended through November 1, 1990 (incorporated by
reference to Exhibit 3.03 to registrant's 1990 annual report on Form
10-K)
4.07 Restated Certificate of Incorporation of WMX Technologies, Inc.
("WMX"), as amended as of May 24, 1985 (incorporated by reference to
Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended
June 30, 1985)
4.08 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
to WMX's registration statement on Form S-8, Registration No.
33-6265)
4.09 Certificate of Designation of Preferred Stock of WMX, filed January
30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
annual report on Form 10-K)
4.10 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
4.5(d) to WMX's registration statement on Form S-4, Registration No.
33-15518)
4.11 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
WMX's registration statement on Form S-3, Registration No. 33-30190)
4.12 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
WMX's registration statement on Form S-8, Registration No. 33-35936)
4.13 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
WMX's report on Form 8-K dated May 14, 1993)
4.14 Conformed copy of Restated Certificate of Incorporation of WMX, as
amended (incorporated by reference to Exhibit 4(b) to WMX's report on
Form 8-K dated May 14, 1993)
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.
EX-1
<PAGE>
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
4.15 By-laws of WMX, as amended and restated as of January 28, 1995
(incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
on Form 10-K)
4.16 Rights Agreement dated as of February 6, 1987, between WMX and Harris
Trust and Savings Bank, which includes as Exhibit A the form of
Certificate of Designation of Preferred Stock, as Exhibit B, the form
of Rights Certificate and, as Exhibit C, the Summary of Rights
(incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
dated January 26, 1987)
4.17 Certificate of Adjustment relating to April 1987 stock split
pursuant to Section 12 of the Rights Agreement (incorporated by
reference to Exhibit 4.3(b) to WMX's registration statement on Form
S-1, Registration No. 33-13839)
4.18 Certificate of Adjustment relating to December 1989 stock split
pursuant to Section 12 of the Rights Agreement (incorporated by
reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form
10-K)
5 None
15 None
23.01 Consent of Arthur Andersen LLP as Independent Public Accountants
relating to WTI
23.02 Consent of Arthur Andersen LLP as Independent Public Accountants
relating to WMX
23.03 Consent of Arthur Andersen LLP as Independent Public Accountants
relating to the Wheelabrator-Rust Savings and Retirement Plan
24 None
28 None
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.
EX-2
<PAGE>
WHEELABRATOR-RUST
SAVINGS AND RETIREMENT PLAN
Amended and Restated Effective January 1, 1989
Except as Specifically Provided Otherwise
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE 1
General..................................................................... 1
1.1 History and Purpose................................................ 1
1.2 Source of Funds.................................................... 1
1.3 Effective Date..................................................... 1
1.4 Definitions........................................................ 1
ARTICLE 2
Eligibility and Participation............................................... 16
2.1 Eligibility and Participation...................................... 16
ARTICLE 3
Contributions by Employer................................................... 17
3.1 Employer Contributions............................................. 17
3.2 Before-Tax Contributions........................................... 18
3.3 Limitations on Before-Tax Contributions............................ 19
3.4 Matching Employer Contribution..................................... 23
3.5 Retirement Contribution............................................ 23
ARTICLE 4
Participant Contributions................................................... 25
4.1 After-Tax Contributions............................................ 25
4.2 Code Section 401(m) Limitation on After-Tax and Matching
Employer Contributions............................................. 25
4.3 Multiple Use....................................................... 28
4.4 Rollover Contribution.............................................. 29
ARTICLE 5
Investments, Accounting Provisions, and
Limitations on Contributions................................................ 31
5.1 Participant's Accounts............................................. 31
5.2 Common Fund........................................................ 31
5.3 Investment Direction............................................... 33
5.4 Change in Investment Direction..................................... 33
</TABLE>
<PAGE>
<TABLE>
<S> <C>
5.5 Transfer of Investments............................................ 34
5.6 Treatment of Loans................................................. 34
5.7 Eligibility to Share in Matching Contributions..................... 34
5.8 Eligibility to Share in the Retirement Contribution................ 34
5.9 Crediting Accounts................................................. 34
5.10 Allocation Procedure............................................... 34
5.11 Expenses........................................................... 35
5.12 Determination of Value of Trust Fund............................... 35
5.13 Allocation of Net Earnings or Losses............................... 35
5.14 Provisional Annual Addition........................................ 35
5.15 Limitation on Annual Additions..................................... 35
5.16 Application of SEC Rule 16b-3 to WTI Insiders...................... 36
5.17 Application of SEC Rule 16b-3 to Rust Insiders..................... 38
5.18 Supplemental Benefit Plan.......................................... 39
ARTICLE 6
Amount of Payments to Participants.......................................... 41
6.1 General Rule....................................................... 41
6.2 Normal Retirement.................................................. 41
6.3 Death.............................................................. 41
6.4 Disability......................................................... 41
6.5 Vesting............................................................ 41
6.6 Resignation or Dismissal........................................... 42
6.7 Computation of Period of Service................................... 43
6.8 Treatment of Forfeitures........................................... 43
ARTICLE 7
Distributions............................................................... 45
7.1 Commencement and Form of Distributions............................. 45
7.2 Distributions to Beneficiaries..................................... 47
7.3 Beneficiaries...................................................... 48
7.4 Installment or Deferred Distributions.............................. 49
7.5 Form of Elections and Applications for Benefits.................... 49
7.6 Unclaimed Distributions............................................ 50
7.7 Withdrawal of After-Tax Contributions and Rollover Contributions
Prior to Termination of Employment................................. 50
7.8 Withdrawals from Deductible Employee Contribution Account.......... 50
7.9 Withdrawals in Case of Hardship.................................... 51
7.10 Loans.............................................................. 52
7.11 Withdrawals Prior to Termination of Employment From Before-Tax
Accounts........................................................... 53
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
7.12 Laid-off Participant............................................... 55
7.13 Facility of Payment................................................ 55
7.14 Claims Procedure................................................... 56
ARTICLE 8
Top-Heavy Plan Requirements................................................. 58
8.1 Definitions........................................................ 58
8.2 Top-Heavy Plan Requirements........................................ 60
ARTICLE 9
Powers and Duties of Plan Committees........................................ 62
9.1 Appointment of Plan Committee...................................... 62
9.2 Plan Administration................................................ 62
9.3 Investment Responsibilities........................................ 64
9.4 Committee Procedures............................................... 65
9.5 Consultation with Advisors......................................... 65
9.6 Committee Members as Participants.................................. 65
9.7 Records and Reports................................................ 65
9.8 Investment Policy.................................................. 66
9.9 Designation of Other Fiduciaries................................... 66
9.10 Obligations of Administrative Committee............................ 66
9.11 Indemnification of The Administrative.............................. 67
ARTICLE 10
Trustee and Trust Fund...................................................... 68
10.1 Trust Fund......................................................... 68
10.2 Payments to Trust Fund and Expenses................................ 68
10.3 Trustee's Responsibilities......................................... 68
10.4 Reversion to an Employer........................................... 68
ARTICLE 11
Amendment or Termination.................................................... 69
11.1 Amendment.......................................................... 69
11.2 Termination........................................................ 69
11.3 Form of Amendment, Discontinuance of Employer Contributions,
and Termination.................................................... 69
11.4 Limitations on Amendments.......................................... 69
11.5 Level of Benefits Upon Merger...................................... 70
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
11.6 Vesting Upon Termination or Discontinuance of Employer
Contributions; Liquidation of Trust................................ 70
11.7 Automatic Transfers................................................ 71
ARTICLE 12
Miscellaneous............................................................... 72
12.1 No Guarantee of Employment......................................... 72
12.2 Nonalienation...................................................... 72
12.3 Qualified Domestic Relations Order................................. 72
12.4 Controlling Law.................................................... 73
12.5 Severability....................................................... 73
12.6 Notification of Addresses.......................................... 74
12.7 Gender and Number.................................................. 74
12.8 No Guarantee of Benefits........................................... 74
12.9 Evidence........................................................... 74
ARTICLE 13
Adoption by Affiliates...................................................... 75
13.1 Adoption of Plan................................................... 75
13.2 The Company as Agent for Employer.................................. 75
13.3 Adoption of Amendments............................................. 75
13.4 Termination........................................................ 75
13.5 Data to Be Furnished by Employers.................................. 75
13.6 Joint Employees.................................................... 76
13.7 Expenses........................................................... 76
13.8 Withdrawal......................................................... 76
13.9 Prior Plans........................................................ 76
APPENDIX A
Applicable to Westchester Resco Bargaining Unit Employees................... 1
APPENDIX B
Applicable to Bio Gro Systems, Inc.......................................... 1
APPENDIX C
Applicable to Designated Craft Employees
of the RUST Group of Companies.............................................. 1
APPENDIX D
Applicable to Donohue Associates Inc........................................ 1
</TABLE>
iv
<PAGE>
<TABLE>
<S> <C>
APPENDIX E
Applicable to Alfred Crew Consulting Engineers Inc.......................... 1
APPENDIX F
Applicable to CPC Engineering Corporation................................... 1
APPENDIX G
Applicable to Applied Environmental Consulting Inc.......................... 1
APPENDIX H
Envirotech Operating Services............................................... 1
APPENDIX I
Applicable to AMCEC Corporation............................................. 1
APPENDIX J
Applicable to Enviroland Inc., 401(k) Salary Reduction Plan................. 1
APPENDIX K
Applicable to AME........................................................... 1
APPENDIX L
Applicable to Altech Instrumentation Systems................................ 1
APPENDIX M
Applicable to ARI-NSC....................................................... 1
APPENDIX N
Applicable to Hydro Services................................................ 1
APPENDIX O
Applicable to Burton, Adams, Kemp & Kereg, Inc.............................. 1
APPENDIX P
Applicable to AmeriQuest, Inc............................................... 1
APPENDIX Q
Amendment Applicable To Hourly Paid Employees
Previously Employed By The Brand Companies, Inc............................. 1
APPENDIX R
Amendment Applicable To Salaried Employees
Previously Employed By The Brand Companies, Inc............................. 1
</TABLE>
v
<PAGE>
<TABLE>
<S> <C>
APPENDIX S
Applicable to Dunn Geoscience Corporation................................... 1
APPENDIX T
Applicable to HPD Inc....................................................... 1
APPENDIX U
Applicable to Aero Map U.S., Inc............................................ 1
APPENDIX V
Applicable to EnClean....................................................... 1
APPENDIX W
Applicable to Wahler Company................................................ 1
APPENDIX X
Applicable to LJA, Inc...................................................... 1
APPENDIX Y
Applicable to Transferred WMX Participants.................................. 1
</TABLE>
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ARTICLE 1
General
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1.1 History and Purpose. It is the intention of the Company to continue
to provide for the administration of the Wheelabrator-Rust Savings and
Retirement Plan (the "Plan") and a Trust Fund in conjunction therewith for the
benefit of eligible employees of the Company and each Affiliate which shall
adopt the Plan, in accordance with the provisions of Sections 401 and 501 of the
Internal Revenue Code of 1986, as amended (the "Code") and in accordance with
other provisions of law relating to profit sharing plans containing a Code
Section 401(k) arrangement. The Plan was originally established, effective
October 1, 1987, as the Wheelabrator Technologies Inc. Savings and Retirement
Plan, and was intended to be a successor plan to The Henley Employees' Savings
and Profit Sharing Plan, The Henley Group, Inc. Savings and Profit Sharing Plan,
the Pullman Power Products Corporation Employees' Savings and Investment Plan,
the Signal Environmental Systems Inc. Employees' Savings and Profit Sharing
Plan, The Henley Savings and Stock Purchase Plan and the Rust International
Corporation Savings and Investment Plan with respect to those employees of
Henley or its subsidiaries affected by the sale to the public of WTI Common
Stock by Henley. Except as otherwise provided in this Plan or the Trust, upon
the transfer by the Employer of any funds to the Trust Fund in accordance with
the provisions of this Plan, all interest of the Employer therein shall cease
and terminate, and no part of the Trust Fund shall be used for, or diverted to,
purposes other than the exclusive benefit of Participants and their
beneficiaries, except as may be permitted pursuant to Section 10.4.
1.2 Source of Funds. The Trust Fund shall be created, funded and
maintained by contributions of the Employer, by contributions of the
Participants, and by such net earnings as are obtained from the investment of
the funds of the Trust Fund.
1.3 Effective Date. The provisions of the Plan as herein restated shall
be effective as of January 1, 1989, except for certain provisions the effective
dates of which are set forth therein. Except as may be required by ERISA or the
Code, the rights of any person whose status as an employee of the Employer and
all Affiliates has terminated shall be determined pursuant to the Plan as in
effect on the date such employment terminated, unless a subsequently adopted
provision of the Plan is made specifically applicable to such person.
1.4 Definitions. Certain terms are capitalized and have the respective
meanings set forth in the Plan.
"Account" means each of the individual accounts established pursuant to
Article 5 representing a Participant's allocable share of the Trust Fund.
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"Accounts" means the collective individual accounts established pursuant to
Article 5.
"Actual Deferral Percentage" and "Actual Deferral Percentage Tests" are
described in Section 3.3.
"Administrative Committee" means the Administrative and Investment
Committee appointed in accordance with Article 9 as the plan administrator and a
named fiduciary of the Plan.
"Affiliate" means the Company and any corporation or enterprise, other than
the Company, which, as of a given date, is a member of the same controlled group
of corporations, the same group of trades or businesses under common control or
the same affiliated service group, determined in accordance with Code Sections
414(b), (c), (m) or (o), as is the Company (such Affiliates sometimes referred
to herein as "Controlled Group Affiliates"), or is a direct or indirect wholly-
or partially-owned subsidiary of WMX Technologies, Inc. (prior to January 1,
1993, Waste Management, Inc.) in which WMX Technologies, Inc. is the owner of a
majority of the voting securities of such corporation or enterprise or of
corporations or enterprises which in the aggregate own a majority of the voting
securities of such corporation or enterprise (all such Affiliates sometimes
referred to herein as the "WMX Technologies Family of Companies"). For purposes
of determining the amount of a Participant's Annual Addition or Section 415
Compensation and applying the limitations of Code Section 415 set forth in
Article 5, "Affiliate" shall include any corporation or enterprise, other than
the Company, which, as of a given date, is a member of the same controlled group
of corporations or the same group of trades or businesses under common control,
determined in accordance with Code Sections 414(b) or (c) as modified by Code
Section 415(h), as is the Company.
"After-Tax Contribution" is the contribution described in Section 4.1.
"Annual Addition" means for any Limitation Year, the sum of (a) all Before-
Tax Contributions, Matching Employer Contributions, Retirement Contributions,
forfeitures and After-Tax Contributions allocated to the Accounts of a
Participant under this Plan; (b) any employer contributions, forfeitures and
employee after-tax contributions allocated to such Participant under any other
defined contribution plan maintained by the Employer or an Affiliate; and (c)
amounts allocated to an individual medical account as defined in Code Section
415(l)(2) and amounts attributable to post-retirement medical benefits allocated
to an account described in Code Section 419A(d)(2) maintained by the Employer or
an Affiliate; provided, however, that with respect to a Limitation Year
beginning before the 1987 Plan Year, only the lesser of (i) the Participant's
after-tax contributions under this Plan and employee after-tax contributions
under such other plans for such year in excess of 6% of the Participant's
Section 415 Compensation for the Limitation Year or (ii) one-half of all of the
Participant's after-tax contributions under this Plan and employee after-tax
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contributions under such other plans for such Limitation Year shall be included
in the Annual Addition.
"Basic After-Tax Contributions" means the After-Tax Contributions that are
eligible to be matched in a given Plan Year (up to the first 6% of contributions
(combined before-tax and after-tax)).
"Basic Before-Tax Contributions" means the Before-Tax Contributions that
are eligible to be matched in a given Plan Year (up to the first 6% of
contributions (combined before-tax and after-tax)).
"Before-Tax Contributions" means the contributions made on behalf of a
Participant by the Employer as described in Section 3.2.
"Code" means the Internal Revenue Code of 1986, as from time to time
amended.
"Committee" mean the Administrative and Investment Committee appointed
pursuant to Article 9.
"Company" means Rust International Inc., a Delaware corporation, a
predecessor of such corporation, or any successor to it in ownership of all or
substantially all of its assets. For Plan Years prior to the 1993 Plan Year,
the term "Company" means Wheelabrator Technologies Inc.
"Compensation" means the regular salary or wages, bonuses, overtime pay,
shift differential, foreign service premiums and commissions paid by an Employer
to an employee as a Participant, before (a) any reduction pursuant to a Before-
Tax Contribution agreement or any agreement pursuant to an election made under
an Employer-sponsored plan intended to qualify under Code Section 125, and (b)
any deductions for federal, state or other taxes of any kind required to be
withheld or deducted and any other deductions or set-offs whatever, but (c)
excluding reimbursements or other expense allowances, taxable fringe benefits,
taxable welfare benefits, moving expenses, deferred compensation paid to a non-
qualified plan, foreign service housing allowances and similar payments, (d)
disregarding all compensation during any Plan Year in excess of $200,000 (or
such greater amount as may be applicable to the Plan Year in accordance with the
adjustments for increases in the cost of living pursuant to regulations under
Code Section 401(a)(17)), and (e) beginning with the 1994 Plan Year,
disregarding all compensation during any Plan Year in excess of $150,000 (or
such greater amount as may be applicable to the Plan Year in accordance with the
adjustments for increases in the cost of living pursuant to regulations under
Code Section 401(a)(17)).
"Contribution Percentage" and "Contribution Percentage Tests" are described
in Section 4.2.
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"Deductible Employee Contribution Account" for any Member, that portion of
the assets of the Trust Fund attributable to amounts credited to the Deductible
Employee Contribution Account and the IRA Plan Account of a Participant under a
Prior Plan which have been transferred to this Plan in connection with the sale
by Henley of WTI Common Stock, together with any income (or loss) allocated
thereto. For purposes of Article 5, amounts transferred from a Prior Plan shall
be deemed credited to the Deductible Employee Contribution Account under this
Plan when such amounts were credited to the applicable account under the Prior
Plan. No additional contributions shall be credited to the Deductible Employee
Contribution Account of a Participant pursuant to this Plan.
"Defined Benefit Dollar Limitation" means an amount equal to $90,000, or,
if greater, the amount in effect as of the last day of the Limitation Year under
Code Section 415(b)(1)(A), as adjusted by the Secretary of the Treasury pursuant
to Code Section 415(d).
"Defined Contribution Dollar Limitation" means an amount equal to $30,000
or, if greater, one-fourth of the Defined Benefit Dollar Limitation, prorated
for any Limitation Year of less than 12 months; provided that, for purposes of
Section 5.14(a)(ii), such amount shall be reduced by the amounts allocated to
any medical accounts described in subsection (c) of "Annual Addition."
"Disability" means a mental or physical condition of a Participant which
the Administrative Committee, on the basis of evidence satisfactory to it, finds
to be a permanent condition (a) which renders such Participant unfit to perform
the duties of an employee, as such duties shall be determined by the
Administrative Committee, and (b) in respect of which such Participant is
eligible for, and is receiving, disability benefits under either (i) the Federal
Social Security Act or (ii) the long-term disability plan maintained by such
Participant's Participating Employer.
"Eligibility Period" is a six-month period used for the purpose of
determining when an employee is eligible to participate in the Plan. An
employee's first "Eligibility Period" shall commence on the date on which he/she
first completes an Hour of Service. Subsequent Eligibility Periods shall
commence on the first day of each calendar month which begins after said date.
Notwithstanding the foregoing, the initial Eligibility Period of a former
employee who is reemployed after incurring one or more One-Year Breaks in
Service and who is not eligible for immediate participation pursuant to Section
2.1(b), shall commence on the date on which such employee first completes an
Hour of Service after such One-Year Break in Service, and subsequent Eligibility
Periods shall commence on the first day of each calendar month which begins
after said date.
"Eligible Employee" means any employee of the Employer if:
(a) such employee is not a Leased Employee;
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(b) such employee is not a participant who is currently accruing
benefits under another qualified savings or profit-sharing plan
maintained by an Employer;
(c) the individual is not a Member of a Collective Bargaining Unit;
(d) solely with respect to employees of Rust International
Corporation, such employee is not (i) an individual compensated
on an hourly wage as opposed to a salary basis (except as
provided in (c) above), (ii) an individual who is a consultant,
(iii) an individual hired to work only on a specific project or
projects from time to time or (iv) an individual hired as a non-
benefit direct contract employee;
(e) solely with respect to employees of Rust International Inc., such
employee is employed in a classification of employees designated
by the Employer to participate in the Plan and not (i) an
individual hired to work only on a specific project or projects
from time to time or (ii) an individual hired as a non-benefit
direct contract employee;
(f) solely with respect to employees of Pullman Power Products
Corporation, such employee is not (i) an individual compensated
on an hourly wage as opposed to a salary basis (except as
provided in (c) above), or (ii) an individual hired to work only
on a specific project or projects from time to time;
(g) solely with respect to employees of Wheelabrator Environmental
Systems, Inc., such employee is employed at an operating plant
the employees of which are specifically authorized to participate
hereunder; and
(h) solely with respect to employees of Johnson Filtration Systems
Inc., such employee is not (i) an individual hired to work only
on a specific project or projects from time to time or (ii) an
individual hired to work only for a specific period of time
rather than on a continuous basis.
In addition, any United States citizen employed by a Foreign Affiliate subject
to Section 406 of the Code and the regulations thereunder shall be considered an
Eligible Employee if the Employer has entered into an agreement under Section
3121(l) of the Code which applies to the Foreign Affiliate that employs such
citizen and contributions under a funded plan of deferred compensation (whether
or not a plan described in section 401(a) or 403(a) of the Code) are not
provided by any other person with respect to the remuneration paid to such
citizen by the Foreign Affiliate.
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"Eligible Participant" is a Participant defined in Section 5.8.
"Eligible Retirement Plan" means with respect to a Participant, the
surviving spouse of a Participant or a former spouse of the Participant who is
an alternate payee under a qualified domestic relations order, an individual
retirement account described in Code Section 408(a) or an individual retirement
annuity described in Code Section 408(b), and, also, with respect to a
Participant, an annuity plan described in Code Section 403(a) and a qualified
trust described in Code Section 401(a).
"Eligible Rollover Distribution" means any distribution of all or a portion
of the Accounts distributable to a Participant, the surviving spouse of the
Participant or the former spouse of the Participant who is an alternate payee
under a qualified domestic relations order; provided, however, that (a) any
distribution described in Section 7.1(c)(1)(B) for the life or joint life
expectancy of the Participant and/or spouse or for a specified period of 10
years or more, (b) the portion of a distribution required to be made under Code
Section 401(a)(9), and (c) the portion of the distribution that is not
includible in gross income of the recipient (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities),
shall not constitute an Eligible Rollover Distribution.
"Employer" means the Company and any Affiliate which adopts this Plan
pursuant to Article 13. With respect to each Eligible Employee, the term
"Employer" means such person's principal employer.
"Entry Date" means the first day of any calendar month.
"ERISA" means the Employee Retirement Income Security Act of 1974, as from
time to time amended.
"Excess Forfeiture Suspense Account" is the account described in Section
5.15.
"Excess Tentative Employer Contribution" is the excess contribution
described in Section 5.15.
"Family Group" means all Family Members of a Highly Compensated Employee
who is a Five-Percent Owner or who is a member of the group consisting of the 10
employees of the Employer and all Affiliates paid the greatest Section 415
Compensation during the Plan Year. If two or more Family Groups include common
Family Members, such Family Groups shall be aggregated as one Family Group.
"Family Member" means a Highly Compensated Employee and any individual who
at any time during the applicable Plan Year is the spouse, lineal ascendant or
descendant,
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or the spouse of a lineal ascendant or descendant, of such Highly Compensated
Employee.
"Five-Percent Owner" means an employee described in Code Section 416(i)(1).
"Foreign Affiliate" means any foreign entity in which an Employer has not
less than a 10% interest, directly or through one or more other entities.
"Fund" means one of the Funds established and maintained pursuant to
Article 5.
"Gap Period" means the period of time between the end of the Plan Year and
the last day of the month immediately preceding the date on which excess Before-
Tax Contributions and After-Tax Contributions are distributed to a Highly
Compensated Employee and excess Matching Employer Contributions are treated as
forfeitures.
"Highly Compensated Employee" means, for the Determination Year, an
employee of the Employer or an Affiliate who was a Participant eligible during
the Plan Year to make Before-Tax Contributions and/or After-Tax Contributions
and who:
(a) during the Lookback Year:
(i) was a Five-Percent Owner; or
(ii) received Section 415 Compensation in excess of $75,000 (as
adjusted annually for increases in the cost of living by the Secretary of
the Treasury); or
(iii) received Section 415 Compensation in excess of $50,000 (as
adjusted annually for increases in the cost of living by the Secretary of
the Treasury) and was among the top 20% of the employees (disregarding
those employees excludable under Code Section 414(q)(8)) when ranked on the
basis of Section 415 Compensation paid for that year; or
(iv) was an officer of the Employer or an Affiliate and received
Section 415 Compensation in excess of one-half of the Defined Benefit
Dollar Limitation for that year, provided that for this purpose, no more
than 50 employees (or if lesser the greater of 3 or 10% of all employees)
shall be treated as officers, or if there is no such officer, was the
highest paid officer of the Employer or an Affiliate for that year; or
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(b) at any time during the Determination Year:
(i) is a Five-Percent Owner; or
(ii) is a member of a group consisting of the 100 employees who
received the greatest Section 415 Compensation during that Plan Year and
would be a member of the group of employees described in subsection
(a)(ii), (iii) or (iv) above for the Determination Year. For any Plan Year,
the Committee may, to the extent permitted by law, elect to apply the
provisions of this subsection (b)(ii) without regard to the limitation of
the group to 100 employees.
For purposes of this definition, "Determination Year" means the current
Plan Year and "Lookback Year" means the preceding Plan Year or, at the election
of the Employer, the calendar year ending with or within the Determination Year.
To the extent required by Code Section 414(q)(9), a former employee who was
a Highly Compensated Employee when he/she separated from service with the
Employer and all Affiliates or at any time after attaining age 55 shall be
treated as a Highly Compensated Employee.
For purposes of determining a Highly Compensated Employee, Section 415
Compensation shall be determined without regard to Code Sections 125, 402(a)(8),
402(h)(1)(B), and employee contributions made pursuant to a salary reduction
agreement under Code Section 403(b).
"Hour of Service" is:
(a) each hour for which an employee is paid or entitled to payment for
the performance of duties for an Affiliate;
(b) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Affiliate; and
(c) each hour for which an employee is paid or entitled to payment for
a period during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity, layoff, jury duty, military duty, or leave of absence. In crediting
Hours of Service pursuant to this subparagraph (c), all payments made or due
shall be taken into account, whether such payments are made directly by an
Affiliate or indirectly (e.g., through a trust fund or insurer to which an
Affiliate makes payments, or otherwise), except that:
(i) no more than 501 such Hours of Service shall be credited for
any continuous period during which the employee performs no duties;
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(ii) no such Hours of Service shall be credited if payments are
made or due under a plan maintained solely for the purpose of complying
with any workers' compensation, unemployment compensation or disability
insurance laws; and
(iii) no such Hours of Service shall be credited for payments
which are made solely to reimburse the employee for medical or medically-
related expenses.
The Hours of Service, if any, for which an employee is credited for a period in
which he/she performs no duties shall be computed and credited to computation
periods in accordance with 29 C.F.R. 2530.200b-2 and other applicable
regulations promulgated by the Secretary of Labor.
"Individual Beneficiary" means a natural person designated by the
Participant in accordance with Section 7.3 to receive all or any portion of the
amounts remaining in the Participant's Accounts at the time of the Participant's
death. "Individual Beneficiary" also means a natural person who is a
beneficiary of a trust designated by the Participant in accordance with Section
7.3 to receive all or a portion of such amount, provided the trust complies with
the requirements of Code Section 401(a)(9) and regulations promulgated
thereunder, including that the trust be irrevocable, the beneficiaries with
respect to the trust's interest in the Participant's Accounts be identifiable
from the trust agreement and a copy of the trust agreement be provided to the
Administrative Committee.
"Leased Employee" means any individual who is not an employee of the
Employer or an Affiliate and who provides services for the Employer or an
Affiliate if:
(a) such services are provided pursuant to an agreement between the
Employer or an Affiliate and any other person;
(b) such individual has performed such services for the Employer or an
Affiliate (or a related person within the meaning of Code Section 144(a)(3)) on
a substantially full-time basis for a period of at least one year; and
(c) such services are of a type historically performed by employees in
the business field of the Employer or an Affiliate.
"Leave of Absence" means any period of an employee's absence (whether paid
or unpaid) from active employment authorized by the Employer in accordance with
uniform rules applied in a nondiscriminatory manner, and any period of military
service of an employee who leaves the service of the Employer to enter the
United States armed forces, including the period after his/her discharge or
release while his/her re-employment rights are protected under applicable
federal law. Except as provided in the determination of
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such employee's Severance Date, the employment of an employee shall not be
considered as broken or terminated during any period while he/she is on Leave of
Absence. If an employee does not return to active service with an Employer on or
before the expiration of his/her Leave of Absence, his/her employment shall be
considered as terminated as of the date of the expiration of the Leave and such
date shall, accordingly, be considered his/her Severance Date.
"Limitation Year" means the Plan Year.
"Matching Employer Contributions" means the contributions described in
Section 3.4.
"Member of a Collective Bargaining Unit" means any employee who is included
in a collective bargaining unit and whose terms and conditions of employment are
or were covered by a collective bargaining agreement if there is evidence that
retirement benefits were the subject of good-faith bargaining between
representatives of such employee and the Employer, unless such collective
bargaining agreement makes this Plan applicable to such employee.
"Multiple Use" is defined in Section 4.3(a).
"Non-Highly Compensated Employee" means, for any Plan Year, any employee of
the Employer or Affiliate who (a) at any time during the Plan Year was a
Participant eligible to make Before-Tax Contributions and/or After-Tax
Contributions, and (b) was not a Highly Compensated Employee for such Plan Year.
"One-Percent Owner" means an employee described in Code Section 416(i)(1).
"One-Year Break in Service"
(a) For purposes of determining an employee's Vesting Service, a
"One-Year Break in Service" is a one-year period, commencing on an employee's
Severance Date, during which such employee does not perform duties for the
Employer or an Affiliate. Solely for purposes of determining whether a One-Year
Break in Service has occurred, absences shall be disregarded if the employee
otherwise would normally have been credited with service but for the employee's
absence on a maternity or paternity absent. No more than one year of absence on
a single maternity or paternity absence shall be so disregarded.
(b) For purposes of determining an employee's eligibility to
participate, a "One-Year Break in Service" is a Plan Year in which an employee
completes 500 Hours of Service or less. Solely for purposes of determining
whether a One-Year Break in Service has occurred, "Hours of Service" shall also
include each hour for which the
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employee otherwise would normally have been credited but for the employee's
absence on a maternity or paternity absence. No more than 501 hours shall be
credited for a maternity or paternity absence. All such hours shall be credited
in the Plan Year in which the absence begins if necessary to prevent a One-Year
Break in Service in such Plan Year. If such hours are not necessary to prevent a
One-Year Break in Service in such Plan Year, the hours shall be credited in the
succeeding Plan Year if necessary to prevent a One-Year Break in Service in such
Plan Year. In the event the Administrative Committee is unable to determine the
hours which otherwise would normally have been credited for such absence, the
employee shall be credited with 8 hours per day.
(c) A maternity or paternity absence is an absence from work:
(i) by reason of the pregnancy of the employee;
(ii) by reason of the birth of a child of the employee;
(iii) by reason of the placement of a child with the employee in
connection with the adoption of such child by the employee; or
(iv) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
(d) Any employee entitled to credit for a maternity or paternity
absence shall furnish to the Administrative Committee such information as the
Administrative Committee may reasonably require to show that the absence from
work is a maternity or paternity absence and the number of days for which there
was such an absence.
"Participant" means:
(a) a current employee of the Employer or an Affiliate who has become
a Participant in the Plan pursuant to Section 2.1 or;
(b) a former employee for whose benefit an Account in the Trust Fund
is maintained.
"Plan" means the Wheelabrator-Rust Savings and Retirement Plan, including
all modifications and amendments of this Plan hereafter made. Prior to the 1993
Plan Year, the term "Plan" refers to the Wheelabrator Technologies Inc. Savings
and Retirement Plan.
"Plan Quarter" means the calendar quarter ending March 31, June 30,
September 30 and December 31, respectively.
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"Plan Year" means a 12-month period beginning on January 1 and ending on
December 31. References to specific Plan Years are made herein by reference to
the calendar year of the first day of the Plan Year.
"Prior Plan" means, with respect to former employees of Henley or its
subsidiaries who became employees of the Employer in connection with the sale by
Henley of WTI Common Stock to the public, one of (i) The Henley Employees'
Savings and Profit Sharing Plan, (ii) The Henley Group, Inc. Savings and Profit
Sharing Plan, (iii) Pullman Power Products Corporation Employees' Savings and
Investment Plan, (iv) Signal Environmental Systems Inc. Employees' Savings and
Profit Sharing Plan, (v) The Henley Savings and Stock Purchase Plan or (vi) Rust
International Corporation Savings and Investment Plan, in each case, only with
respect to those former employees of Henley or its subsidiaries who were or
would have been eligible to participate in one of such plans prior to the sale
of WTI Common Stock, and, in all cases, as each plan was in effect on September
30, 1987.
"Provisional Annual Addition" is the amount described in Section 5.14.
"Related Employer" means any Affiliate which is not an Employer hereunder.
"Required Beginning Date" means:
(a) for a Participant whose 70th birthday occurs on or after July 1,
1988, the April 1 following the calendar year in which the Participant attains
age 70-1/2;
(b) for a Participant whose 70th birthday occurs on or after July 1,
1987 but prior to July 1, 1988 and whose employment has not terminated prior to
January 1, 1989, April 1, 1990, and for any such Participant who has terminated
employment prior to January 1, 1989, April 1, 1989;
(c) for a Participant whose 70th birthday occurred prior to July 1,
1987, the April 1 following the later of the calendar year in which the
Participant attains age 70-1/2 or the calendar year in which the Participant
terminates employment; or
(d) for a Participant whose 70th birthday occurred prior to July 1,
1987 and who at any time during or after the calendar year in which he/she
attained age 66-1/2 was or became a Five-Percent Owner as defined in Code
Section 416(i)(1), the April 1 following the later of (1) the calendar year in
which he/she attained age 70-1/2 or (2) the earlier of the calendar year in
which he/she became a Five-Percent Owner or his/her employment terminates.
"Retirement Account" means the account to which a Participant's Retirement
Contribution is allocated.
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"Retirement Date" means the Participant's 65th birthday.
"Rollover Contribution" means (a) all or a portion of a distribution
received by an Eligible Employee from another qualified plan which is eligible
for tax-free rollover to a qualified plan and which is transferred by the
Eligible Employee to this Plan within 60 days following his/her receipt thereof;
(b) amounts transferred to this Plan from a conduit individual retirement
account which has no assets other than assets (and the earnings thereon) which
were (i) previously distributed to the Eligible Employee by another qualified
plan as an eligible rollover distribution, (ii) eligible for tax-free rollover
to a qualified plan and (iii) deposited in such conduit individual retirement
account within 60 days of receipt thereof; (c) amounts distributed to the
Eligible Employee from a conduit individual retirement account meeting the
requirements of (b) above, and transferred by the Eligible Employee to this Plan
within 60 days of his/her receipt thereof from such conduit individual
retirement account; and (d) effective on and after January 1, 1993, a direct
rollover within the meaning of Code Section 401(a)(31) of all or a portion of an
Eligible Rollover Distribution to this Plan by the trustee of another qualified
plan.
"Section 402(g) Dollar Limitation" means, with respect to any Plan Year,
the amount in effect under Code Section 402(g) for that Plan Year, as adjusted
by the Secretary of the Treasury pursuant to Code Section 402(g)(5).
"Section 415 Compensation" for a period is the Participant's compensation
(as described in Treasury Regulation Section 1.415-2(d)(1)) paid during the
period for personal services actually rendered in the course of employment with
the Company and all Affiliates, excluding deferred compensation and other
amounts which receive special tax treatment (as described in Treasury Regulation
Section 1.415-2(d)(2)).
"Service" means the period of employment, computed in years and months,
with the Employer or an Affiliate credited to an Eligible Employee or
Participant for purposes of determining the level of a Participant's
nonforfeitable Matching Account and Retirement Account hereunder. A
Participant's or Eligible Employee's Service shall be the period beginning on
his/her Employment Commencement Date (or Re-employment Commencement Date, if
applicable) and ending on his/her Severance Date, computed in accordance with
the following rules:
(a) Special Definitions.
(i) "Employment Commencement Date" means the date an employee
first performs an Hour of Service.
(ii) "Severance Date" means the earlier of:
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(A) The date on which an employee quits, retires, is
discharged or dies; or
(B) The first anniversary of the first day of a period in
which an employee remains absent from service (with or without pay)
with any Affiliate for any reason other than a quit, retirement,
discharge or death, such as vacation, holiday, sickness, disability,
Leave of Absence or layoff, except that this clause (B) shall not
apply to an employee on Leave of Absence for service in the United
States armed forces.
(iii) "Re-employment Commencement Date" means the date on which
an employee first performs an Hour of Service following a Period of
Severance.
(iv) "Period of Severance" means the period beginning on an
employee's Severance Date and ending on his/her Re-employment Commencement
Date.
(b) Aggregation Rule. All of an employee's periods of Service with
any Affiliate shall be aggregated on the basis that 365 days equal a full year,
except that with respect to the Retirement Account and Matching Account, if an
employee has a Period of Severance of six years or more:
(i) The prior period of Service shall be disregarded unless (A)
the employee's Retirement Account was nonforfeitable at the time the Period
of Severance began or (B) the Period of Severance is less than the prior
period of Service, and
(ii) Any period of Service after such Period of Severance shall
be disregarded in determining the vested percentage of the employee's
Retirement Account and Matching Account derived from Employer contributions
which accrued before the Period of Severance.
(c) Service Spanning Rule. If an employee's Re-employment
Commencement Date occurs within 12 months after his/her Severance Date, the
employee's Service shall include the intervening Period of Severance.
(d) Special Rules.
(i) If an Eligible Employee completes on Hour of Service in a
calendar month, he/she shall be credited with the entire month of Service.
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(ii) Solely with respect to determining the level of a
Participant's nonforfeitable Matching Account, Service shall be the sum of,
(A) Service credited from the date the Participant first
makes Before Tax-Contributions and/or After-Tax Contributions to the
Plan, plus
(B) Six months of Service.
"Stock Fund" means either the stock fund described in Section 5.2 that
invests in WTI common stock or, effective on and after July 1, 1993, the stock
fund described in Section 5.2 that invests in Rust common stock.
"Supplemental Matching Contribution" means a contribution made to the Plan
by the Company pursuant to Section 3.4(b).
"Tentative Employer Contribution" is the contribution described in Section
3.1.
"The 1.25 Test" is the test described in Sections 3.3(b)(i)(A) and
4.2(a)(i).
"The 2.0 Test" is the test described in Sections 3.3(b)(i)(B) and
4.2(a)(ii).
"Trust" or "Trust Fund" means the Trust or Trusts established in accordance
with Article 10.
"Trustee" means the Trustee or Trustees under the Trust or Trusts referred
to in Article 10.
"Trustee-to-Trustee Transfer" means a transfer from the trustee of an
employee pension benefit plan qualified under Code Section 401(a) which plan
provides for such transfers for the benefit of a Participant who is a
participant in said plan.
"Valuation Date" means the date as of which the Administrative Committee
shall determine the value of each Account.
"WTI" means Wheelabrator Technologies Inc.
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ARTICLE 2
Eligibility and Participation
-----------------------------
2.1 Eligibility and Participation.
(a) Each employee who was a Participant on the first day of the 1989
Plan Year shall continue as such, subject to the provisions of the Plan.
(b) Every other Eligible Employee shall be eligible to participate, if
he/she is then employed by an Employer on the Entry Date coinciding with or next
following the end of the first Eligibility Period in which he/she completes 500
Hours of Service; provided, however, that an individual's satisfaction of this
condition as of any Entry Date shall constitute satisfaction thereof as of all
subsequent Entry Dates, regardless of any intervening interruption of his/her
employment.
(c) No less than 20 days prior to such Entry Date, such Eligible
Employee shall have filed with the Administrative Committee an application to
participate as of such Entry Date and on such application he/she shall have:
(i) designated a level of Before-Tax Contributions permitted
under Section 3.2 and/or After-Tax Contributions permitted under Section
4.1;
(ii) authorized the making of regular payroll deductions on the
basis of such rate or rates;
(iii) made an investment election with respect to his/her
contributions in a manner permitted under Section 5.2; and
(iv) designated an Individual Beneficiary.
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ARTICLE 3
Contributions by Employer
-------------------------
3.1 Employer Contributions.
(a) Subject to the right reserved to the Employer to alter, amend or
discontinue this Plan and the Trust, each Employer shall for each Plan Year
contribute to the Trust Fund an amount equal to the sum of:
(i) the Retirement Contribution;
(ii) the Before-Tax Contribution; and
(iii) the Matching Employer Contribution.
Such sum, which is known as the Tentative Employer Contribution, shall be
reduced by an amount equal to the Excess Tentative Employer Contribution (as
provided in Section 5.15).
(b) In the event that the Tentative Employer Contribution, as reduced
by the Excess Tentative Employer Contribution, exceeds the amount deductible by
the Employer for said year for federal income tax purposes, then such Tentative
Employer Contribution shall be further reduced in an amount equal to such excess
(the "Employer Excess Contribution") as follows:
(i) first, the Retirement Contribution allocated to the
Retirement Accounts of Participants for such Plan Year shall be reduced by
the lesser of an amount equal to the Employer Excess Contribution or such
Retirement Contribution. A Participant's share of such reduction per such
Plan Year shall be in the same ratio that the Participant's share in the
Retirement Contribution (before reduction) bears to the shares of all
Participants in the Retirement Contribution (before reduction) for such
Plan Year.
(ii) second, to the extent that any Employer Excess Contribution
remains after application of (i) above, then the unmatched Before-Tax
Contributions of Participants for such Plan Year shall be reduced by the
lesser of an amount equal to the Employer Excess Contribution less the
reduction determined in (i) above for such Plan Year or such unmatched
Before-Tax Contributions. A Participant's share of such reduction for such
Plan Year shall be in the same ratio that the Participant's share in the
unmatched Before-Tax Contributions (before reduction) bears to the shares
of all Participants in the unmatched Before-Tax Contributions (before
reduction) for such Plan Year; and
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(iii) third, to the extent that any Employer Excess Contribution
remains after application of (i) and (ii) above, then the Matching Employer
Contribution of Participants and the Matched Before-Tax Contributions and
Matched After-Tax Contributions of Participants for such Plan Year will
each be reduced proportionately in an amount equal to the lesser of the
Employer Excess Contribution for such Plan Year less the reduction
determined in (i) above for such Plan Year and the sum of the Matching
Employer Contribution, Matched Before-Tax Contribution and Matched After-
Tax Contributions for such Plan Year. A Participant's share of such
reduction for such Plan Year shall be the same ratio that his/her share in
the Matching Employer Contribution, Matched Before-Tax Contributions
(before reduction) and Matched After-Tax Contributions (before reduction)
bears to the shares of all Participants in such contributions (before
reduction) for such Plan Year.
(c) Any Employer Contribution may be made in cash or partly or wholly
in property, including stock of the Company or any Affiliate, valued at its fair
market value as of the date of contribution.
(d) The Employer Contributions under the Plan for any Plan Year shall
be paid to the Trust Fund as follows:
(i) As to any Retirement Contribution or Employer Matching
Contribution, not later than the time prescribed by law for filing the
Employers' federal income tax return for that year, including any
extensions thereof; and
(ii) As to any Before-Tax Contribution or After-Tax
Contributions, not later than 30 days after end of the Plan Year, or such
longer period as may be permitted by regulations of the Secretary of the
Treasury.
3.2 Before-Tax Contributions.
(a) Subject to the provisions of Sections 3.1, 3.3 and 4.3, each
Participant pursuant to Section 2.1 may for each Plan Year elect to have the
Employer reduce his/her or her Compensation and make a Before-Tax Contribution
on the Participant's behalf in an amount equal to any whole percentage, which
shall not be less than 2% of the Participant's Compensation, and not in excess
of (i) 16% of the Participant's Compensation, or (ii) the Section 402(g) Dollar
Limitation, or (iii) such other lesser limit as the Administrative Committee in
its sole discretion may determine to comply with the limitations set forth in
Sections 3.3 and 4.3.
(b) A Participant may authorize or change his/her rate of Before-Tax
Contributions at the beginning of each calendar month, provided the Participant
files a written election form at such time and in such manner as the
Administrative Committee
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<PAGE>
shall from time to time prescribe. A Participant may elect to discontinue
his/her Before-Tax Contribution effective as of the beginning of a calendar
month by filing the appropriate form at such time and in such manner as the
Administrative Committee shall from time to time prescribe. Any Participant who
discontinues his/her Before-Tax Contributions pursuant to the preceding sentence
shall not be permitted to resume any Before-Tax Contributions prior to the first
day of the calendar month which is three months following the date the
Participant's discontinuance of Before-Tax Contributions became effective.
(c) The Administrative Committee may adopt such rules as it deems
necessary or desirable to impose limitations during a Plan Year on the Before-
Tax Contributions of Highly Compensated Employees pursuant to this Section 3.2,
including suspending such Before-Tax Contributions, for the purpose of avoiding
the necessity of adjustments pursuant to Section 3.3 or 4.3.
3.3 Limitations on Before-Tax Contributions.
(a) In no event shall a Participant's Before-Tax Contributions during
any calendar year exceed the Code Section 402(g) Dollar Limitation applicable to
such calendar year. If a Participant's Before-Tax Contributions, together with
any additional employer contributions to a qualified cash or deferred
arrangement, and any elective deferrals under a tax-sheltered annuity program or
a simplified employee pension plan, exceed such dollar limitation for any
calendar year, such excess, and any earnings allocable thereto, shall be
distributed to the Participant by April 15 of the following year; provided that,
if such excess contributions were made to a plan or arrangement not maintained
by the Employer or an Affiliate, the Participant must first notify the
Administrative Committee of the amount of such excess allocable to this Plan by
March 1 of the following year.
(b) Notwithstanding any other provision of this Plan to the contrary,
the Before-Tax Contributions for the Highly Compensated Employees for the Plan
Year shall be reduced in accordance with the following provisions:
(i) The Before-Tax Contributions of the Highly Compensated
Employees shall be reduced if neither of the Actual Deferral Percentage
Tests set forth in (A) or (B) below is satisfied:
(A) The 1.25 Test. The Actual Deferral Percentage of the
Highly Compensated Employees is not more than the Actual Deferral
Percentage of the Non-Highly Compensated Employees multiplied by 1.25.
(B) The 2.0 Test. The Actual Deferral Percentage of the
Highly Compensated Employees is not more than 2 percentage points
greater than the Actual Deferral Percentage of the Non-Highly
Compensated
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Employees and the Actual Deferral Percentage of the Highly Compensated
Employees is not more than the Actual Deferral Percentage of the Non-
Highly Compensated Employees multiplied by 2.0.
(ii) (A) As used in this subsection, "Actual Deferral
Percentage" means the average of the ratios of each Highly Compensated
Employee's or Non-Highly Compensated Employee's, as the case may be,
Before-Tax Contributions with respect to the Plan Year, to each such
Participant's Compensation for the Plan Year.
(B) If a Highly Compensated Employee is a member of a Family
Group, such Family Group shall constitute a single Highly Compensated
Employee. The Actual Deferral Percentage of such Family Group shall
be the aggregate Actual Deferral Percentage of all Family Members, and
the Actual Deferral Percentage of each Family Member shall be
disregarded for purposes of the Actual Deferral Percentage Tests.
(C) All Before-Tax Contributions made under this Plan and
all before-tax contributions made under any other plan that is
aggregated with this Plan for purposes of Code Sections 401(a)(4) and
410(b) shall be treated as made under a single plan. If any plan is
permissively aggregated with this Plan for purposes of Code Section
401(k), the aggregated plans must also satisfy Code Sections 401(a)(4)
and 410(b) as though they were a single plan. The Actual Deferral
Percentage ratios of any Highly Compensated Employee will be
determined by treating all plans subject to Code Section 401(k) under
which the Highly Compensated Employee is eligible as a single plan.
(iii) If neither Actual Deferral Percentage Test is satisfied as
of the end of the Plan Year, the Administrative Committee shall cause the
Before-Tax Contributions for the Highly Compensated Employees to be reduced
and refunded to each such Highly Compensated Employee until either Actual
Deferred Percentage Test is satisfied. The sequence of such reductions and
refunds shall begin with Highly Compensated Employees who elected to defer
the greatest percentage, then the second greatest percentage, continuing
until either Actual Deferred Percentage Test is satisfied. For example,
all Highly Compensated Employees who elected a 10% Before-Tax Contribution
shall have their Before-Tax Contributions reduced from 10% to 9%. If
neither Actual Deferral Percentage Test is then satisfied, all Highly
Compensated Employees who elected Before-Tax Contributions of 9% (including
those reduced to 9% as provided above) shall have their Before-Tax
Contributions reduced from 9% to 8%. This process shall continue through
the remaining Before-Tax Contributions until either Actual Deferral
Percentage Test is satisfied. Once either Actual Deferral Percentage Test
20
<PAGE>
is satisfied, the Administrative Committee shall direct the Trustee to
distribute to the appropriate Highly Compensated Employees the amount of
the reduction of the Before-Tax Contributions of each such Highly
Compensated Employee and to treat as forfeitures the appropriate amount of
Matching Employer Contributions allocable to such Before-Tax Contributions,
together with the net earnings or losses allocable thereto. The
Administrative Committee shall designate such distribution and forfeiture
as a distribution and forfeiture of excess contributions, determine the
amount of the allocable net earnings or losses to be distributed in
accordance with subsection (c) below, and cause such distributions and
forfeitures to occur prior to two and a half months after the end of that
Plan Year in which the excess Before-Tax Contributions and excess Matching
Employer Contributions were made.
(iv) Notwithstanding anything in this subsection (b) to the
contrary, the provisions of this subsection shall, effective for Plan Years
beginning no later than the 1993 Plan Year, apply separately (A) with
respect to the group of Eligible Employees who are employed by Employers
who are Controlled Group Affiliates and for each group of Eligible
Employees employed by each Employer which is not a Controlled Group
Affiliate, and (B) with respect to each group of Eligible Employees who are
Members of a Collective Bargaining Unit (if any). Further notwithstanding
anything in this subsection (b) to the contrary, the provisions of this
subsection shall not apply, prior to the 1993 Plan Year, to any group of
employees who are Members of a Collective Bargaining Unit.
(c) (i) Net earnings or losses to be refunded with the excess
Before-Tax Contributions shall be equal to (A) the net earnings or losses
on such contributions for the Plan Year in which the contributions were
made plus (B) effective for Plan Years before the 1991 Plan Year, the net
earnings or losses on such contributions during the Gap Period.
(ii) The net earnings or losses allocable to the excess Before-
Tax Contributions for the Plan Year shall be determined in the manner set
forth in Article 5.
(iii) The net earnings or losses allocable to the excess Before-
Tax Contributions for the Gap Period shall be the amount determined in
accordance with (A) or (B) below, as the Committee shall select:
(A) The amount determined by applying the formula described
in subsection (ii) above except that the phrase "Gap Period" shall be
substituted for the phrase "Plan Year."
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(B) The amount determined by multiplying the net earnings or
losses for the Plan Year determined in subsection (ii) above times
one-tenth for each month in the Gap Period, including the month in
which the refunds are distributed if the refund is distributed after
the 15th day of such month.
(d) Net earnings or losses to be treated as forfeitures together with
the Matching Employer Contributions shall be equal to (i) the net earnings or
losses on such contributions for the Plan Year in which the contribution were
made plus (ii) effective for Plan Years before the 1991 Plan Year, the net
earnings or losses on such contributions during the Gap Period. Net earnings or
losses on Matching Employer Contributions shall be determined in the same manner
as in subsection (c) above, except that the phrase "Matching Employer
Contribution" shall be substituted for the phrase "Before-Tax Contribution"
wherever used therein.
(e) Any excess contributions distributed to a Family Group or treated
as forfeitures pursuant to the reductions in subsection (b)(iii) above shall be
allocated to each Family Member in the same proportion that such Family Member's
Before-Tax Contributions and Matching Employer Contributions bear to the
aggregate Before-Tax Contributions and Matching Employer Contributions of the
Family Group.
(f) Any Matching Employer Contribution and net earnings or losses
treated as a forfeiture of an Employer's Participants pursuant to subsection (b)
above shall be applied as a forfeiture to reduce the Employer's Profit-Sharing
Contribution for the Plan Year following the Plan Year in which such excess
contributions were made.
(g) The Administrative Committee may adopt such rules as it deems
necessary or desirable to:
(i) impose limitations during a Plan Year on the percentage or
dollar amount of Before-Tax Contributions elected by Participants pursuant
to Section 3.2 for the purpose of avoiding the necessity of adjustments
pursuant to this Section or Section 5.15; or
(ii) increase during a Plan Year the percentage of Compensation
with respect to which a Participant may elect a Before-Tax Contribution for
the purpose of providing Participants with the opportunity to increase
their Before-Tax Contributions within the limitations of this Section 3.3.
(h) The amount of each Participant's Before-Tax Contributions as
determined under this Section 3.3 is subject to the provisions of Section 5.15.
22
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3.4 Matching Employer Contribution.
(a) Subject to the provisions of Sections 3.1 and 5.15, and at such
times and subject to such conditions as shall be prescribed by the
Administrative Committee on a uniform and nondiscriminatory basis, each Employer
shall pay to the Trustee for credit to the Matching Account of each Participant
employed by it an amount which, when added to the forfeitures of such Employer's
Participants, shall equal 30% of the amount of the Participant's Basic Before-
Tax and Basic After-Tax Contributions.
(b) For each Plan Year, at the discretion of and in the percentage
determined by each Employer, such Employer may make one or more Supplemental
Matching Contributions out of its current or accumulated profits, as determined
by the Administrative Committee. A Supplemental Matching Contribution may be
made at any time during a Plan Year and shall be allocated among Participants
employed by the Employer making such Supplemental Matching Contributions on the
last day of the month for which such Supplemental Matching Contributions are
made or, in the discretion of the Administrative Committee, among Participants
employed by the Employer making such Supplemental Matching Contributions on the
last day of the month next preceding the Supplemental Matching Contribution Date
who are making Basic Before-Tax and/or Basic After-Tax Contributions in the
month in which the Supplemental Matching Contribution is made. The amount of
any Supplemental Matching Contribution to be allocated to the Matching Account
of such a Participant shall be equal to a percentage, as determined by the
Company making the Supplemental Matching Contribution, of such Participant's
Basic Before-Tax and Basic After-Tax Contributions on the last day of the month
chosen pursuant to the procedures describe in the preceding sentence.
3.5 Retirement Contribution.
(a) Effective for Plan Years prior to the 1992 Plan Year, subject to
the provisions of Sections 3.1 and 5.15, each Employer shall pay to the Trustee
for each Plan Year a Retirement Contribution equal to 3% of the Compensation of
each Eligible Participant, and may, in its discretion, make one or more
additional Retirement Contributions to the Plan in such amount as may be
determined by each such Employer making an additional Retirement Contribution.
For purposes of determining the Retirement Contribution for an Eligible
Participant who is suffering from a Disability, the Compensation of such
Participant shall be determined in accordance with the provisions of Code
Section 415(c)(3)(C).
(b) Effective beginning with the 1992 Plan Year, subject to the
provisions of Section 3.1 and 5.15, each Employer shall pay to the Trustee for
each Plan Year a Retirement Contribution which, together with forfeitures, is
equal to 3% of the Compensation of each Eligible Participant, and may, in its
discretion, make one or more
23
<PAGE>
additional Retirement Contributions to the Plan in such amount as may be
determined by each such Employer making an additional Retirement Contribution.
For purposes of determining the Retirement Contribution for an Eligible
Participant who is suffering from a Disability, the Compensation of such
Participant shall be determined in accordance with the provisions of Code
Section 415(c)(3)(C).
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ARTICLE 4
Participant Contributions
-------------------------
4.1 After-Tax Contributions.
(a) Each Participant for each Plan Year may elect to contribute to the
Trust Fund an amount which, when added to the amount of Before-Tax Contributions
that he/she has elected to contribute to the Trust Fund under Section 3.2, is
not less than 2% of his/her Compensation and not in excess of 16% of the
Participant's Compensation.
(b) All After-Tax Contributions by a Participant shall be
provisionally accepted and are subject to return to the Participant as provided
in Article 5 and Section 4.2 below.
4.2 Code Section 401(m) Limitation on After-Tax and Matching Employer
Contributions. Notwithstanding any other provision to the contrary, the After-
Tax Contributions and Matching Employer Contributions of the Highly Compensated
Employees (after any reduction under Section 3.3(b)(iii)) shall be reduced in
accordance with the following provisions:
(a) The After-Tax and Matching Employer Contributions of the Highly
Compensated Employees shall be reduced if neither of the Contribution Percentage
Tests set forth in (i) or (ii) below is satisfied:
(i) The 1.25 Test. The Contribution Percentage of the Highly
Compensated Employees is not more than the Contribution Percentage of all
Non-Highly Compensated Employees multiplied by 1.25.
(ii) The 2.0 Test. The Contribution Percentage of the Highly
Compensated Employees is not more than 2 percentage points greater than the
Contribution Percentage of all Non-Highly Compensated Employees, and the
Contribution Percentage of the Highly Compensated Employees is not more
than the Contribution Percentage of all Non-Highly Compensated Employees
multiplied by 2.0.
(b) (i) As used in this Section 4.2, "Contribution Percentage" means
the average of the ratios of each Highly Compensated Employee's or Non-
Highly Compensated Employee's, as the case may be, After-Tax Contributions
and Matching Employer Contributions plus Designated Before-Tax
Contributions (as defined in subsection (c) below), if any, with respect to
the Plan Year, to each such Participant's Compensation for the Plan Year.
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(ii) If a Highly Compensated Employee is a member of a Family
Group, such Family Group shall constitute a single Highly Compensated
Employee. The Contribution Percentage of such Family Group shall be the
aggregate Contribution Percentage of all Family Members and the
Contribution Percentage of each Family Member shall be disregarded for
purposes of the Contribution Percentage Tests.
(iii) All Matching Employer Contributions made under this Plan
and all employee contributions and matching contributions made under any
other plan that is aggregated with this Plan for purposes of Code Sections
401(a)(4) and 410(b) shall be treated as made under a single plan. If any
plan is permissively aggregated with this Plan for purposes of Code Section
401(m), the aggregated plans must also satisfy Code Sections 401(a)(4) and
410(b) as though they were a single plan. The Contribution Percentage
ratio of any Highly Compensated Employee will be determined by treating all
plans subject to Code Section 401(m) under which the Highly Compensated
Employee is eligible as a single plan.
(iv) Notwithstanding anything in this subsection (b) to the
contrary, the provisions of this subsection shall, effective for Plan Years
beginning no later than the 1993 Plan Year, apply separately (A) with
respect to the group of Eligible Employees who are employed by Employers
who are Controlled Group Affiliates and for each group of Eligible
Employees employed by each Employer which is not a Controlled Group
Affiliate, and (B) with respect to each group of Eligible Employees who are
Members of a Collective Bargaining Unit (if any). Further notwithstanding
anything in this subsection (b) to the contrary, the provisions of this
subsection shall not apply, prior to the 1993 Plan Year, to any group of
employees who are Members of a Collective Bargaining Unit.
(c) To the extent necessary, and solely for the exclusive purpose of
satisfying the Contribution Percentage Test in Section 4.2(a), all or part of
the Before-Tax Contributions of Participants may be treated by the
Administrative Committee as After-Tax Contributions ("Designated Before-Tax
Contributions"), provided that each of the following is satisfied:
(i) The Before-Tax Contributions, including Designated Before-Tax
Contributions, satisfy the requirements of Section 3.3(b); and
(ii) The Before-Tax Contributions, excluding Designated Before-
Tax Contributions, satisfy the requirements of Section 3.3(b).
(d) If neither Contribution Percentage Test is satisfied as of the end
of the Plan Year, the Administrative Committee shall cause the Contributions of
the Highly Compensated Employees to be reduced and refunded to each affected
27
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Highly Compensated Employee until either Contribution Percentage Test is
satisfied. The sequence of such reductions and refunds shall begin with Highly
Compensated Employees who elected the greatest percentage, then the second
greatest percentage, continuing until either Contribution Percentage Test is
satisfied. Once either Contribution Percentage Test is satisfied, the
Administrative Committee shall direct the Trustee to distribute to appropriate
Highly Compensated Employees the amount of the reduction of the After-Tax
Contributions of each such Highly compensated Employee and treat as forfeitures
the appropriate amount of Matching Employer Contributions attributable to such
Highly Compensated Employees, together with the net earnings or losses allocable
thereto. The Administrative Committee shall designate such refund and forfeiture
as a refund and forfeiture of excess contributions, determine the amount of the
allocable net earnings or losses to be refunded or forfeited in accordance with
subsection (f) below, and cause such forfeitures to occur prior to two and a
half months after the end of that Plan Year in which such excess After-Tax
Contributions and Matching Employer Contributions were made.
(e) Notwithstanding anything in this Section 4.2 to the contrary, the
provisions of subsection (a) shall, effective for Plan Years beginning no later
than the 1993 Plan Year, apply separately (A) with respect to the group of
Eligible Employees who are employed by Employers who are Controlled Group
Affiliates and for each group of Eligible Employees employed by each Employer
which is not a Controlled Group Affiliate, and (B) with respect to each group of
Eligible Employees who are Members of a Collective Bargaining Unit (if any).
Further notwithstanding anything in this Section 4.2 to the contrary, the
provisions of this subsection shall not apply, prior to the 1993 Plan Year, to
any group of employees who are Members of a Collective Bargaining Unit.
(f) Net earnings or losses to be refunded with the excess After-Tax
Contributions shall be equal to (i) the net earnings or losses on such
contributions for the Plan Year in which the contributions were made plus (ii)
effective for Plan Years before the 1991 Plan Year, the net earnings or losses
on such excess After-Tax Contributions during the Gap Period. Net earnings or
losses shall be determined in the same manner as in Section 3.3(c), except that
the phrase "After-Tax Contributions" shall be substituted for the phrase
"Before-Tax Contributions" wherever used therein.
(g) Net earnings or losses to be treated as forfeitures together with
the Matching Employer Contributions shall be equal to (i) the net earnings or
losses on such contributions for the Plan Year in which the contributions were
made plus (i) effective for Plan Years before the 1991 Plan Year, the net
earnings or losses on such Matching Employer Contributions during the Gap
Period. Net earnings or losses shall be determined in the same manner as in
Section 3.3(c), except that the phrase "Matching Employer Contribution" and
shall be substituted for the phrase "Before-Tax Contribution" wherever used
therein.
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(h) Any excess contributions distributed to a Family Group or treated
as forfeitures pursuant to the reductions in subsection (d) above shall be
allocated to each Family Member in the same proportion that such Family Member's
After-Tax Contributions and Matching Employer Contributions bear to the
aggregate After-Tax Contributions and Matching Employer Contributions of the
Family Group.
(i) Any Matching Employer Contribution and net earnings or losses
treated as a forfeiture of an Employer's Participants pursuant to subsection (d)
above shall be applied as a forfeiture to reduce the Employer's Matching
Employer Contribution for the Plan Year following the Plan Year in which such
excess contributions were made.
(j) The Administrative Committee may adopt such rules as it deems
necessary or desirable to impose limitations during a Plan Year on the
percentage of After-Tax Contributions made by Participants pursuant to Section
4.1 for the purpose of avoiding the necessity of adjustments pursuant to this
Section, Section 4.3 or Section 5.15.
4.3 Multiple Use.
(a) This Section 4.3 will be applicable if the 2.0 Test is used to
satisfy both the Actual Deferral Percentage Test and the Contribution Percentage
Test. If this Section 4.3 is applicable, the Administrative Committee shall
determine whether a "Multiple Use" has occurred, and if such a Multiple Use has
occurred, the After-Tax Contribution and Matching Employer Contributions of the
Highly Compensated Employees shall be reduced in accordance with the provisions
of subsection (c) below.
(b) A Multiple Use occurs when, for the Highly Compensated Employees,
the sum of the Actual Deferral Percentage used to satisfy The 2.0 Test plus the
Contribution Percentage used to satisfy The 2.0 Test exceeds the "Aggregate
Limit." The Aggregate Limit is the greater of (i) or (ii) below, determined as
follows:
(i) (A) First, multiply 1.25 by the greater of (I) the Actual
Deferral Percentage, or (II) the Contribution Percentage of the Non-
Highly Compensated Employees;
(B) Second, add 2.0 to the lesser of (I) or (II) above
provided that such sum shall not exceed 2 times the lesser of (I) or
(II) above; and
(C) Finally, add the results from (A) and (B) to determine
the Aggregate Limit; or
28
<PAGE>
(ii) (A) First, multiply 1.25 by the lesser of (I) the Actual
Deferral Percentage, or (II) the Contribution Percentage of the Non-
Highly Compensated Employees;
(B) Second, add 2.0 to the greater of (I) or (II) above
provided that such sum shall not exceed 2 times the greater of (I) or
(II) above; and
(C) Finally, add the results from (A) and (B) to determine
the Aggregate Limit.
(c) If a Multiple Use has occurred, such Multiple Use shall be
corrected by reducing the Contribution Percentage of Highly Compensated
Employees in accordance with the provisions of Section 4.2(d) until the sum of
the Actual Deferral Percentage plus the Contribution Percentage for the Highly
Compensated Employees equals the Aggregate Limit.
(d) Net earnings or losses to be refunded with the excess After-Tax
Contributions shall be equal to (i) the net earnings or losses on such
contributions for the Plan Year in which the contributions were made plus (ii)
effective for Plan Years before the 1991 Plan Year, the net earnings or losses
on such excess contributions during the Gap Period. Net earnings or losses
shall be determined in the same manner as in Section 3.3(c) except that the
phrase "After-Tax Contributions" shall be substituted for the phrase "Before-Tax
Contributions" wherever used therein.
(e) Net earnings or losses to be treated as forfeitures together with
the excess Matching Employer Contributions shall be equal to (i) the net
earnings or losses on such contributions for the Plan Year in which the
contributions were made plus (ii) the net earnings or losses on such Matching
Employer Contributions during the Gap Period. Net earnings or losses shall be
determined in the same manner as in Section 3.3(c) except that the phrase
"After-Tax Contributions" shall be substituted for the phrase "Before-Tax
Contribution" wherever used therein.
(f) Any Matching Employer Contribution and net earnings or losses
treated as a forfeiture of an Employer's Participants pursuant to subsection (c)
above shall be applied as a forfeiture to reduce the Employer's Matching
Employer Contribution for the Plan Year following the Plan Year in which such
excess contributions were made.
4.4 Rollover Contribution.
(a) A Rollover Contribution may be transferred in cash to the Trust
Fund for the benefit of an Eligible Employee with the written permission of the
Administrative Committee, regardless of whether such Eligible Employee has
satisfied the participation
29
<PAGE>
requirements of Section 2.1. Prior to accepting any transfer which is intended
to be a Rollover Contribution, the Administrative Committee may require the
Eligible Employee to establish that the amount to be transferred meets the
definition of a Rollover Contribution and any other limitations of the Code
applicable to such transfers.
(b) If the Administrative Committee determines after a Rollover
Contribution has been made that such Rollover Contribution did not in fact
constitute a Rollover Contribution as defined in Section 1.4, the amount of such
Rollover Contribution and any earnings thereon shall be returned to the Eligible
Employee.
(c) Each Eligible Employee's Rollover Contribution shall be credited
to his/her Rollover Account and invested in accordance with Article 5. An
Eligible Employee's Rollover Account shall be fully vested and nonforfeitable.
(d) The Rollover Contribution of an Eligible Employee shall be
allocated to his/her Rollover Account as of the Valuation Date coinciding with
or next succeeding the date on which such amounts are received by the Trustee.
(e) Amounts may be distributed from an Eligible Employee's Rollover
Account under the terms and conditions described in Articles 6 and 7.
30
<PAGE>
ARTICLE 5
Investments, Accounting Provisions, and
---------------------------------------
Limitations on Contributions
----------------------------
5.1 Participant's Accounts. For each Participant there shall be
maintained as appropriate a separate Retirement Account, Before-Tax Account,
After-Tax Account (which shall, if applicable, consist of a separate pre-1987
After-Tax sub-account and a separate post-1986 After-Tax sub-account as
prescribed by the Administrative Committee), Deductible Employee Contribution
Account, Matching Account and Rollover Account. Each Account shall be credited
with the amount of contributions, forfeitures, interest and earnings of the
Trust Fund allocated to such Account.
5.2 Common Fund.
(a) The Trust Fund shall be a common fund which may be divided into
separate investment funds ("Funds") as provided in this Section 5.2. The Trust
Fund, or each Fund as may from time to time be established, shall be a common
fund in which each Participant shall have an undivided interest in the
respective assets of the Trust Fund or each such Fund. Except as otherwise
provided, the value of each Participant's Accounts in the Trust Fund or such
Funds shall be measured by the proportion that the net credits to his/her
Accounts bear to the total net credits to the Accounts of all Participants as of
the date that such share is being determined. For purposes of allocation of
income and valuation each Fund shall be considered separately. No Fund shall
share in the gains or losses of any other, and no Fund shall be valued by taking
into account any assets or distributions from any other.
(b) The Trustee, the investment manager and any insurance institution
responsible for investment of Trust assets shall be permitted to commingle the
assets of the Trust for purposes of investment with the assets of other plans or
trusts which are intended to qualify for a federal tax exemption under Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. Any
documents which are required to be incorporated in the Plan and the Trust to
permit such commingled investments are hereby so incorporated. Each account
invested in a particular Fund shall represent an undivided interest in such Fund
which corresponds to the balance of such account.
(c) Each loan made to a Participant pursuant to the provisions of
Section 7.10 shall be valued on each Valuation Date. Any changes in value
resulting from such valuation, together with any income or expenses, shall as of
the Valuation Date be credited or charged, as the case may be, to the Accounts
of the Participant from which such loan was made.
(d) Each Fund shall be invested by the Trustee in accordance with
investment objectives and policies determined from time to time by the
Administrative
31
<PAGE>
Committee. Any Fund may be partially or entirely invested in any common,
commingled or collective trust fund, pooled investment fund or mutual fund which
is invested in property of the kind specified for that Fund. Subject to the
discretion of the Administrative Committee to consolidate, eliminate or create
Funds, the Trustee shall establish and maintain in the Trust various Investment
Funds and shall be invested at the discretion of the Committee, Trustee, or any
designated investment advisor or manager as the case may be, as follows:
Fund A - A Fixed Income Fund, invested and reinvested principally in
one or more fixed income investments, including (without limitation) group
annuity or other contracts providing guaranteed rates of return, preferred
stocks, corporate, municipal or government bonds, debentures, notes,
certificates or other similar evidences of indebtedness, commercial paper,
government guaranteed paper, certificates of deposit or savings accounts.
Fund B- An Equity Indexed Fund, invested and reinvested primarily in a
passively managed, diversified fund of capital, common or other form of
equity stock with the objective of simulating the performance of the
Standard & Poor's Composite Index of 500 stocks.
Fund C - A Balanced Fund, invested and reinvested principally in
capital, common or other form of equity stock, or securities convertible
into stock, of corporations, and in one or more fixed income investments,
including (without limitation) group annuity or other contracts providing
guaranteed rates of return, preferred stocks, corporate, municipal or
government bonds, debentures, notes, certificates or other similar
evidences of indebtedness, commercial paper, government guaranteed paper,
certificates of deposit or savings accounts; provided, however, that no
amount allocated to the Balanced Fund shall be invested in any stock, or
securities convertible into stock of Rust International Inc., Wheelabrator
Technologies Inc., WMX Technologies, Inc., Chemical Waste Management, Inc.
or any successor thereto or any subsidiary or affiliate thereof; provided,
further, that effective until June 1, 1992, no amount allocated to the
Balanced Fund shall be invested in any stock or securities convertible into
the stock of The Henley Group, Inc., Allied-Signal Inc., Fisher Scientific
Group Inc., or any successor thereto or any subsidiary or affiliate
thereof.
Fund D - An International Growth Fund, invested and reinvested
primarily in the common stocks of companies based outside of the United
States, with the objective of achieving long-term capital growth. This
Fund D shall become an Investment fund under the Plan effective July 1,
1994.
Fund E - A Company Stock Fund, invested and reinvested principally in
the capital stock (whether common stock, preferred stock or a combination
of
32
<PAGE>
common and preferred stock) of WTI or any successor thereto; provided that
a part of the Company Stock Fund may be held temporarily in cash or cash
equivalent instruments pending investment in such capital stock and/or
contemplated distributions from the Company Stock Fund. Any stock dividends
received on account of distributions related to such stock (other than
stock dividends received on account of distributions related to WTI Common
Stock) shall be sold by the Trustee and the proceeds of such sale may, at
the discretion of the investment manager, be reinvested in the stock
issuing the stock dividend.
Fund F - A Company Stock Fund, invested and reinvested principally in
the capital stock (whether common stock, preferred stock or a combination
of common and preferred stock) of Rust International Inc., any successor
thereof or in such other securities that are received on account of a
distribution, exchange or other transaction related to such stock; provided
that a part of the Company Stock Fund may be held temporarily in cash or
cash equivalent instruments pending investment in such capital stock and/or
contemplated distributions from the Company Stock Fund. This Fund F shall
become an Investment fund under the Plan effective July 1, 1993.
(e) Income from the proceeds of sales of investments in each such Fund
shall be reinvested in the same Fund. Brokerage commissions, transfer taxes and
other charges and expenses in connection with the purchase and sale of
securities held in each Fund shall be charged to such Fund. The Trustee may
invest assets in property or hold amounts in cash or short-term marketable
securities in each Fund, as it may deem appropriate. The Trustee shall hold as
assets of the Trust Fund the notes generated by loans to Participants pursuant
to Section 7.10.
5.3 Investment Direction. Amounts paid to Participant's Accounts shall be
invested in such Fund or Funds as such Participant shall direct in an
application filed with the Administrative Committee; provided, that the amounts
to be invested in the Funds shall be in integral multiples of 10% of the amounts
contributed by or on behalf of the Participant under the Plan; provided,
further, that Before-Tax, After-Tax and Rollover Contributions may not be
invested in any Company Stock Fund. If the Participant fails to make an
investment election, any Contributions allocated to such Participant's Accounts
shall be invested in the Fixed Income Fund, or such other Fund as the
Administrative Committee may direct. Notwithstanding the foregoing, effective
prior to the 1992 Plan Year, one-half of the Retirement Contrition made by an
Employer shall be invested by the Trustee entirely in Fund A. Effective January
1, 1992, the restriction set forth in the preceding sentence shall no longer be
effective.
33
<PAGE>
5.4 Change in Investment Direction. Any investment direction by a
Participant pursuant to Section 5.3 shall be deemed a continuing direction until
changed by the Participant. A Participant may change his/her election by filing
the appropriate form with the Administrative Committee, or effective April 1,
1994, by using a telephone response system. Such change shall be implemented in
accordance with the conditions and procedures prescribed by the Administrative
Committee and recordkeeper.
5.5 Transfer of Investments. Any Participant may direct a transfer of
his/her Accounts between the various Funds by filing the appropriate form with
the Administrative Committee, or effective April 1, 1994, by using a telephone
response system.
5.6 Treatment of Loans.
(a) Each loan made to a Participant shall be treated as a separate
investment of such Participant (a "Segregated Loan"). Any such Segregated Loan
shall be made by a transfer from the Participant's investment Funds to the
Segregated Loan Account established under Section 7.10 in the proportion that
the total value of the Participant's interest in each separate investment Fund
bears to the total value of his/her investments under all Funds as of the date
of such loan.
(b) The amount of any principal and/or interest payment made by a
Participant with respect to a Segregated Loan shall be promptly transferred to
the separate Funds in accordance with the Participant's current investment
direction then in effect under Section 5.3. If the Participant does not have a
current investment election, loan repayments will be transferred to the Fixed
Income Fund.
5.7 Eligibility to Share in Matching Contributions. A Participant shall
be eligible to share in Matching Contributions as of the last day of which such
Contribution is being allocated if (a) he/she is then employed by the Employer,
or (b) his/her employment with the Employer terminated during the Plan Year due
to death, retirement or Disability.
5.8 Eligibility to Share in the Retirement Contribution. A Participant
shall be eligible to share in the Retirement Contribution for the Plan Year as
of the last day of which such Contribution is being allocated if (a) he/she is
then employed by the Employer as an Eligible Employee or (b) the Participant is
suffering from a Disability.
5.9 Crediting Accounts. The undivided interest of each Participant in a
Fund shall be determined in accordance with the accounting procedures specified
in the trust agreement, investment management agreement, insurance contract,
custodian agreement or other document under which such Fund is maintained.
5.10 Allocation Procedure. As of each Valuation Date, the Committee shall:
34
<PAGE>
(a) First, allocate the net earnings or losses of the Trust Fund.
(b) Second, allocate the Before-Tax Contributions.
(c) Third, allocate the After-Tax Contributions.
(d) Fourth, allocate the Matching Employer Contributions and
forfeitures.
(d) Fifth, allocate the Retirement Contribution and forfeitures.
5.11 Expenses. All investment costs and expenses shall be allocated among
the Funds in the proportion which the amount invested in each Fund bears to the
amount invested in all the Funds as of the Valuation Date preceding the day of
application, provided that all such costs and expenses directly identifiable to
one Fund shall be allocated to that Fund.
5.12 Determination of Value of Trust Fund. As of each Valuation Date, the
Trustee shall determine the net earnings or losses of the Trust Fund since the
preceding Valuation Date and shall thereupon determine the fair market value of
the Trust Fund. Net earnings or losses of the Trust Fund shall reflect credits
and charges to each of the Funds made in accordance with the procedures of the
separate investment trusts, mutual funds, investment contracts or similar
investment media in which the assets allocable to such Fund are invested.
5.13 Allocation of Net Earnings or Losses. The net earnings or losses of
the respective Funds shall be allocated to the Accounts of Participants from
time to time and at least annually in accordance with the procedures of the
respective investment media in which assets allocable to such Fund are invested.
5.14 Provisional Annual Addition. The sum of the Retirement Contributions
made pursuant to Section 3.5, Before-Tax Contributions made pursuant to Section
3.2, Matching Employer Contributions made pursuant to Section 3.4, and After-Tax
Contributions made pursuant to Section 4.1 for a Plan Year shall be known as the
"Provisional Annual Addition" and shall be subject to the limitation on Annual
Additions in Section 5.15.
5.15 Limitation on Annual Additions.
(a) For the purpose of complying with the restrictions on Annual
Additions to defined contribution plans imposed by Code Section 415, for each
Participant there shall be computed a Maximum Annual Addition, which shall be
the excess of the lesser of
(i) 25% of his/her Section 415 Compensation for the Plan Year; or
35
<PAGE>
(ii) the Defined Contribution Dollar Limitation for the Plan
Year,
over the amount of employer contributions, forfeitures and employee
contributions allocated as of any day in the Limitation Year to such
Participant's accounts under any other defined contribution plan maintained by
the Employer or an Affiliate.
(b) If the Maximum Annual Addition for a Participant equals or exceeds
the Provisional Annual Addition for that Participant, an amount equal to the
Provisional Annual Addition shall be allocated to the Participant's respective
Accounts.
(c) If the Provisional Annual Addition exceeds the Maximum Annual
Addition for that Participant, the Tentative Employer Contribution allocable to
such Participant shall be reduced by refunding the Participant's Before-Tax
Contributions and Matching Employer Contribution thereon and any investment
earnings on such contributions, until the Provisional Annual Addition as so
reduced equals the Maximum Annual Addition for such Participant. The
Provisional Annual Addition remaining after such reduction shall be allocated to
the Participant's respective Accounts.
(d) Any forfeiture which cannot be allocated under the Plan because of
the application of the above limit shall be carried in the Excess Forfeiture
Suspense Account for such Plan Year. In the next succeeding Plan Year the
amounts included in such account shall be treated as a forfeiture for such Plan
Year, shall be used to reduce the Employer Retirement Contribution for such Plan
Year, and shall be allocated to the Participants in accordance with the
provisions of Section 5.10 (and as such will be again subject to the limitations
of this Section 5.15 for such Plan Year). Amounts which are included in the
Excess Forfeiture Suspense Account as of the end of a Plan Year shall be treated
as a liability of the Trust Fund. Upon termination of the Plan, amounts then
held in the Excess Forfeiture Suspense Account which cannot be allocated
pursuant to this Section shall revert to the Employer.
(e) The Excess Tentative Employer Contribution is an amount equal to
the sum of the reductions in the Tentative Employer Contribution allocable to
the Accounts of Participants pursuant to subsection (c) above.
5.16 Application of SEC Rule 16b-3 to WTI Insiders. This Section 5.16 sets
forth provisions applicable to employees of Wheelabrator Technologies Inc. who
are officers or directors of WTI within the meaning of Rule 16a-1(f) of the
regulations promulgated by the Securities and Exchange Commission (the "SEC")
under Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act")
or Section 3(a)(7) of the Exchange Act, respectively (any such employee
hereinafter referred to as a "WTI Insider"). The limitations and restrictions
on the participation of the WTI Insiders set forth in this Section 5.16 are
intended and shall be administered by the Administrative Committee so as to
implement the provisions of SEC Rule 16b-3 which provide an
36
<PAGE>
exemption from the prohibitions of Section 16(b) of the Exchange Act for certain
transactions in WTI Common Stock effected under the Plan for the accounts of the
WTI Insiders. The provisions of this Section 5.16 shall be effective as of
December 6, 1991, the date on which WTI elected to bring its employee benefit
plans into compliance with the provisions of SEC Rule 16b-3, as amended
effective May 1, 1991.
(a) Notwithstanding any provision of this Plan to the contrary, any
investment election by a WTI Insider to invest all or any portion of future
Matching Employer Contributions or Retirement Contributions in Fund E shall not
be effective:
(i) if the WTI Insider has within six months prior to the Entry
Date on which such election is to become effective, made an election under
Section 5.3 ceasing the investment of all such contributions in Fund E; or
(ii) if the WTI Insider has within six months prior to the
Enrollment Date on which such election is to become effective, made a
withdrawal of WTI Common Stock from the Plan other than in connection with
death, retirement, disability, termination of employment or a qualified
domestic relations order.
In the event that an election of a WTI Insider under Section 5.3, 5.4
or 5.5 is ineffective by reason of subsections (i) or (ii) above, then the
Employer Contributions which were to have been invested in Fund E shall be
invested in Fund A, unless the WTI Insider shall designate another Fund (other
than Fund E) in which such Contributions are to be invested.
(b) The provisions of Section 5.3 relating to transfers of amounts
invested in the various Funds is hereby amended with respect to elections of WTI
Insiders as follows:
(i) an election by a WTI Insider to transfer all or a portion of
the Matching Employer Contributions or Retirement Contributions and income
thereon to or from Fund E shall not be effective unless the election is
filed with the Administrative Committee on a form prescribed by the
Administrative Committee for that purpose on a date that is: (A) at least
six months after the date of the last election filed by the WTI Insider
under Section 5.4 or 5.5 which resulted in a transfer to or from Fund E,
and (B) during a period beginning on the third business day and ending on
the twelfth business day following the date on which WTI has released for
publication its regular quarterly (or in the event of the fourth quarter of
WTI fiscal year, annual) summary financial information ( any such period
hereafter referred to as a "Window Period"); and
(ii) an election by a WTI Insider to transfer all or any portion
of the Matching Employer Contributions or Retirement Contributions and
Income to Fund
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<PAGE>
E shall not be effective unless such election (A) is made during a Window
Period, and (B) the WTI Insider has not, within the six month period
immediately preceding the Entry Date on which such transfer election will
be effective, withdrawn any WTI Common Stock from the Plan other than in
connection with death, retirement, disability, termination of employment or
a qualified domestic relations order.
In the event an election of a WTI Insider under Section 5.4 or 5.5 is
ineffective as a result of subsections (i) or (ii) above, the amounts that would
otherwise have been transferred from Fund E shall remain invested in Fund E and
the amounts that would otherwise have been transferred to Fund E shall remain in
the Fund in which such amounts are then invested unless the WTI Insider
designated some other Fund (other than Fund E) to which such amounts are to be
transferred.
5.17 Application of SEC Rule 16b-3 to Rust Insiders. This Section 5.17
sets forth provisions applicable to employees of Rust International Inc. who are
officers or directors of Rust within the meaning of Rule 16a-1(f) of the
regulations promulgated by the Securities and Exchange Commission (the "SEC")
under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or
Section 3(a)(7) of the Exchange Act, respectively (any such employee hereinafter
referred to as a "Rust Insider"). The limitations and restrictions on the
participation of the Rust Insiders set forth in this Section 5.17 are intended
and shall be administered by the Administrative Committee so as to implement the
provisions of SEC Rule 16b-3 which provide an exemption from the prohibitions of
Section 16(b) of the Exchange Act for certain transactions in Rust Common Stock
effected under the Plan for the accounts of the Rust Insiders. The provisions
of this Section 5.17 shall be effective as of July 1, 1993, the date on which
Rust common Stock became an eligible investment under the Plan.
(a) Notwithstanding any provision of this Plan to the contrary, any
investment election by an Rust Insider to invest all or any portion of future
Employer Matching Contributions or Retirement Contributions in Fund F shall not
be effective:
(i) if the Rust Insider has within six months prior to the
Enrollment Date on which such election is to become effective, made an
election under Section 5.3 ceasing the investment of all such contributions
in Fund F; or
(ii) if the Rust Insider has within six months prior to the Entry
Date on which such election is to become effective, made a withdrawal of
Rust Common Stock from the Plan other than in connection with death,
retirement, disability, termination of employment or a qualified domestic
relations order.
In the event that an election of a Rust Insider under Section 5.3, 5.4
or 5.5 is ineffective by reason of paragraphs (a) or (b) above, then the
Employer Contributions
38
<PAGE>
which were to have been invested in Fund F shall be invested in Fund A, unless
the Rust Insider shall designate another Fund (other than Fund F) in which such
Contributions are to be invested.
(b) The provisions of Section 5.4 or 5.5 relating to transfers of
amounts invested in the various Funds is hereby amended with respect to
elections of Rust Insiders as follows:
(i) an election by a Rust Insider to transfer all or a portion of
the Employer Matching Contributions or Retirement Contributions and Income
thereon to or from Fund F shall not be effective unless the election is
filed with the Administrative Committee on a form prescribed by the
Administrative Committee for that purpose on a date that is: (A) at least
six months after the date of the last election filed by the Rust Insider
under Section 5.4 or 5.5 which resulted in a transfer to or from Fund F,
and (B) during a period beginning on the third business day and ending on
the twelfth business day following the date on which Rust has released for
publication its regular quarterly (or in the event of the fourth quarter of
Rust's fiscal year, annual) summary financial information (any such period
hereafter referred to as a "Window Period"); and
(ii) an election by a Rust Insider to transfer all or any portion
of the Matching Employer Contributions or Retirement Contributions and
income to Fund F shall not be effective unless such election (A) is made
during a Window Period, and (B) the Rust Insider has not, within the six-
month period immediately preceding the Entry Date on which such transfer
election will be effective, withdrawn any Rust Common Stock from the Plan
other than in connection with death, retirement, disability, termination of
employment or a qualified domestic relations order.
In the event an election of a Rust Insider under Section 5.4 or 5.5 is
ineffective as a result of paragraph (a) or (b) above, the amounts that would
otherwise have been transferred from Fund F shall remain invested in Fund F and
the amounts that would otherwise have been transferred to Fund F shall remain in
the Fund in which such amounts are then invested unless the Rust Insider
designates some other Fund (other than Fund F) to which such amounts are to be
transferred.
5.18 Supplemental Benefit Plan
(a) Each time a Matching Employer Contribution or Retirement
Contribution is made to the Plan, the Company shall credit on its books the
amount which the Company would have contributed to the Plan on account of a
Participant but for the limitations imposed by Code Section 401(a)(17) either
(a) to an account (the "Savings Account") or (b) with the consent of the
Administrative Committee pursuant to any other
39
<PAGE>
deferral agreement or arrangement between the Company and such Participant. The
Company shall also credit on its books the amount of Before-Tax Contributions
and/or After-Tax Contributions that the Participant would have contributed but
for the limitations imposed by Code Section 401(a)(17). Such credits shall be
made only to the extent permitted by guidelines of the Administrative Committee.
Amounts credited pursuant to such other deferral agreement or arrangement shall
be credited with earnings and shall be paid to the Participant in accordance
with the terms thereof. The arrangement under this Section 5.18 shall constitute
a separate and nonqualified excess benefit plan for all purposes of tax law, and
shall not be part of the Plan for tax law purposes.
(b) Amounts credited to the Savings Account during any year shall
accrue interest at a rate equal to the average interest rate on ten-year U.S.
Treasury notes, as reported by the Federal Reserve Board on a weekly average
basis and published in The Wall Street Journal. Interest will be credited
quarterly in arrears based on the unweighted arithmetical average of such
Treasury note rates published on the last day of each week in such calendar
quarter.
(c) A Participant shall vest in amounts credited to him/her under this
Section 5.18 to the same extent he/she would have vested in such amounts under
Article 6.
(d) The Company shall pay the amounts payable to a Participant from
his/her Savings Account by a single sum payment upon termination of employment,
unless prior to the crediting of an amount hereunder, the Participant and the
Company have entered into a written agreement providing for a different schedule
of payment for such amounts and the earnings thereof. Such payments shall be
made to the extent of the vested interest of the Participant regardless of
whether the termination of his/her employment results from disability,
retirement, death, discharge or resignation. In the event of the death of a
Participant prior to the payment of the balance in his/her Savings Account, any
unpaid amount shall be paid to the Participant's estate. Neither any
Participant nor his/her legal representatives or any beneficiary designated by
him/her shall have any right, other than as an unsecured creditor, against the
Company in respect of the Savings Account.
40
<PAGE>
ARTICLE 6
Amount of Payments to Participants
----------------------------------
6.1 General Rule.
(a) Upon the retirement, disability or termination of employment of a
Participant, such Participant, or in the event of his/her death, his/her
beneficiary shall be entitled to receive from his/her Accounts under the Trust
Fund as of the date specified in subsection (b) below:
(i) an amount equal to the Participant's Before-Tax Account,
After-Tax Account, Rollover Account and Transferred Account, plus any of
the Participant's Before-Tax Contributions and After-Tax Contributions made
to the Trust Fund but not allocated to the Participant's Before-Tax Account
or After-Tax Account as of such date; and
(ii) the nonforfeitable portion of the Participant's Matching
Account and Retirement Account determined as hereafter set forth.
(b) The time and manner of distribution of a Participant's Accounts
shall be determined in accordance with Article 7.
6.2 Normal Retirement. Any Participant may retire on or after his/her
Retirement Date, at which date the forfeitable portion, if any, of his/her
Matching Account and Retirement Account shall become nonforfeitable. If the
retirement of a Participant is deferred beyond his/her Retirement Date, such
Participant shall continue in full participation in the Plan and Trust Fund.
6.3 Death. As of the date any Participant dies while in the employ of the
Employer, Affiliate or Related Employer, the forfeitable portion, if any, of
his/her Matching Account and Retirement Account shall become nonforfeitable.
6.4 Disability. As of the date any Participant shall be determined by the
Administrative Committee to be suffering from a Disability, the forfeitable
portion, if any, of his/her Matching Account and Retirement Account shall become
nonforfeitable.
6.5 Vesting. A Participant's interest in his/her Before-Tax Account,
After-Tax Account, Deductible Employee Contribution Account, Rollover Account
and Transferred Account shall be nonforfeitable at all times. Except as
otherwise provided in this Article 6, a Participant's nonforfeitable interest in
his/her Matching Account and Retirement Account at any point in time shall be
determined under Section 6.6.
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<PAGE>
6.6 Resignation or Dismissal.
(a) If any Participant shall resign or be dismissed from the service
of the Employer and all Affiliates, his/her Retirement Account shall become
nonforfeitable in accordance with the following schedule, subject to Section
6.7:
<TABLE>
<CAPTION>
Nonforfeitable
Years of Service Percentage
---------------- --------------
<S> <C>
Less than 5 0
5 or more 100
</TABLE>
(b) If any Participant shall resign or be dismissed from the service
of the Employer and all Affiliates, his/her Matching Account shall become
nonforfeitable in accordance with the following schedule, subject to Section
6.7:
<TABLE>
<CAPTION>
Nonforfeitable
Years of Service Percentage
---------------- --------------
<S> <C>
Less than 1 0
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
</TABLE>
(c) Any parts of the Participant's Matching Account and Retirement
Account which do not become nonforfeitable shall be treated as a forfeiture
pursuant to Section 6.8.
(d) Notwithstanding any of the foregoing provisions of this Section
6.6, a Participant who has been credited with ten or more Years of Service,
without regard to subsection (d)(ii) of the definition of Service, the
forfeitable portion, if any, or his/her Matching Account shall become
nonforfeitable.
(e) Notwithstanding any of the foregoing provisions of this Section
6.6, a Participant who was employed at the Company's Bedford, Virginia
facilities and whose employment with the Company was terminated due to the July
19, 1991 sale of that facility shall be fully vested in his/her Matching Account
and/or his/her Retirement Account upon such termination regardless of his/her
full Years of Vesting Service.
(f) Notwithstanding any of the foregoing provisions of this Section
6.6, a Participant who was employed by Swindell Dressler International Co.
("Swindell") on
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<PAGE>
October 2, 1991, and whose participation in the Plan terminated due to the
October 2, 1991 sale of Swindell, shall be fully vested in his/her Matching
Account and/or his/her Retirement Account upon such termination regardless of
his/her full Years of Vesting Service.
(g) Notwithstanding any of the foregoing provisions of this Section
6.6, a Member who was employed by Envirotech Operating Services at its Naples,
Florida facility ("EOS Naples") on October 30, 1992, and whose participation in
the Plan terminated due to the October 30, 1992 sale of EOS Naples, shall be
fully vested in such Participant's Matching Account and/or Retirement Account
upon such termination regardless of such Participant's full years of Service.
6.7 Computation of Period of Service. For purposes of determining the
nonforfeitable percentage of the Participant's Matching Account and Retirement
Account, all Years of Service shall be taken into account, except that the
following shall be disregarded:
(a) Years of Service prior to January 1, 1976 which would have been
disregarded under the terms, relating to breaks in service, of this Plan as in
effect prior to such date, as a result of a break in service commencing at a
time prior to such date;
(b) In the case of a Participant whose employment terminated prior to
the first day of the 1985 Plan Year, Years of Service which would have been
disregarded on the last day of the 1984 Plan Year if he/she had been reemployed
on December 31, 1984;
(c) years of Service before a One-Year Break in Service until such
Participant has completed one Year of Service after such One-Year Break in
Service; and
(d) In the case of a Participant whose nonforfeitable balance of
his/her Accounts is 0, Years of Service before a period consisting of five
consecutive One-Year Breaks in Service if the number of consecutive One-Year
Breaks in Service equals or exceeds the aggregate number of Years of Service
before such One-Year Breaks in Service. Such aggregate number of Years of
Service before such One-Year Breaks in Service shall not include any Years of
Service disregarded by reason of any prior to One-Year Breaks in Service.
6.8 Treatment of Forfeitures.
(a) Upon termination of a Participant's employment with the Employer
and all Affiliates, that part of his/her Matching Account or Retirement Account
which becomes a forfeiture pursuant to Section 6.6 shall become allocable
pursuant to Section 5.10 at the end of the Plan Year (effective January 1, 1994,
the Plan Quarter) in which the termination
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<PAGE>
of employment occurred if the Participant is not then reemployed by the Employer
or an Affiliate.
(b) If the Participant is reemployed by the Employer or an Affiliate
without incurring a five-year Period of Severance, the amount of the forfeiture
shall be restored to his/her Retirement Account as of the date of reemployment
and shall be deducted from the forfeitures which otherwise would be allocable
for such year or, to the extent such forfeitures are insufficient, shall require
a supplemental contribution from the Employer.
(c) If the Participant is reemployed by the Employer or an Affiliate
without incurring a five-year Period of Severance, and within such period repays
to the Plan any distribution made from his/her Matching Account on account of
termination of employment, the amount of the forfeiture shall be restored to the
Matching Account as of the date of reemployment and shall be deducted from the
forfeitures attributable to the Employer for which he/she was last employee
which otherwise would be allocable for such year or, to the extent such
forfeitures are insufficient, shall require a supplemental contribution from the
Employer for which he/she was last employed.
44
<PAGE>
ARTICLE 7
Distributions
-------------
7.1 Commencement and Form of Distributions.
(a) Distribution of a Participant's Accounts in the Trust Fund
following termination of employment with the Employer and all Affiliates shall
commence on or as soon as practicable after the first to occur of:
(i) the date set forth in the Participant's request for
distribution; provided that the Administrative Committee has notified the
Participant of the availability of such distribution in a manner that would
satisfy the notice requirements of Section 1.411(a)-11(c) of the income tax
regulations, and such notification is given no less than 30 days and no
more than 90 days prior to the distribution date requested by the
Participant; provided, further, that such distribution may commence less
than 30 days after the date the notice required under Section 1.411(a)-
11(c) of the income tax regulations is given, provided that:
(1) the Administrative Committee clearly informs the
Participant that the Participant has a right to a period of at least
30 days after receiving the notice to consider the decision of whether
or not to elect a distribution, and
(2) the Participant, after receiving the notice,
affirmatively elects a distribution; or
(ii) the 60th day after the close of the later of the Plan Year
in which the Participant attains his/her Retirement Date or terminates
employment with the Employer and all Affiliates, unless the Participant has
requested to defer the distribution to a later date.
(b) In all events, distribution shall commence no later than the
Required Beginning Date, and subsequent distributions required to be made each
year for compliance with Code Section 401(a)(9) and the regulations promulgated
thereunder shall be made no later than December 31 of such year.
(c) (i) A Participant's vested Accounts which are distributable to a
Participant who has terminated employment with the Employer and all
Affiliates on or after his/her Retirement Date, or because of Disability,
shall be distributed in one or more of the following ways, as the
Participant may request by filing such notice as shall be prescribed by the
Administrative Committee, and in accordance with applicable laws and
regulations:
45
<PAGE>
(A) by payment in one lump sum;
(B) by payment in substantially equal monthly, quarterly,
semi-annual or annual installments which, except for the final
payment, shall not be less than $100; provided, however, that unless
specifically provided for with respect to Participants covered by an
Appendix, this Section 7.1(c)(i)(B) shall not be effective until
January 1, 1995; or
(C) effective on and after January 1, 1993, by direct
rollover of all or a portion of distribution that constitutes an
Eligible Rollover Distribution to an Eligible Retirement Plan.
(ii) A Participant may change such election under subsection
(c)(i) above at any time which is both before his/her Required Beginning
Date and before any payment is made from the Plan pursuant to a prior
election of the Participant. If no election as to the form of distribution
is made, such distribution shall be made in a lump sum payment.
(iii) Distribution of a Participant's Accounts, to the extent
invested in a Stock Fund, shall be made either:
(A) in whole shares of the common stock of the applicable
company, plus cash equal to the value of any fractional share and any
dividends received or accrued for his/her Accounts in such Fund but
not yet invested in such stock; provided, however, that the minimum
stock distribution is 10 shares, or
(B) wholly in cash,
as elected by the Participant; provided, however, that to the extent that
the Participant does not elect to receive shares, such distribution shall
be made in cash. To the extent that distribution is made in shares of
common stock subsection (c)(i)(B), relating to installment payments, shall
not apply.
(d) The vested balance of the Participant's Accounts shall be paid to
the Participant over a period not to exceed his/her life expectancy or the joint
life expectancy of the Participant and his/her Individual Beneficiary. The
minimum amount of any installment distribution and determination of the life
expectancy of a Participant and the joint life expectancy of a Participant and
his/her Individual Beneficiary shall be determined in accordance with the
regulations prescribed under Code Section 401(a)(9); provided that the life
expectancy of a Participant or his/her spouse shall not be redetermined
annually. In no event shall the amount distributable in any year be less that
the amount determined
46
<PAGE>
in accordance with the minimum distribution incidental benefit requirements of
Treasury Regulation Section 1.401(a)(9)-2.
(e) Notwithstanding anything in this Section 7.1 to the contrary, if
the vested balance of such Participant's Accounts does not exceed $3,500 at the
time a distribution is to be made from the Plan and distribution pursuant to
this Section 7.1 has not otherwise commenced, the Administrative Committee shall
provide notice to the Participant that such amount will be distributed in a lump
sum and shall thereafter direct the Trustee to distribute such amount in a lump
sum payment to the individual so entitled or, if the individual shall have
timely elected, to an Eligible Retirement Plan, and the payment thereof shall be
in full satisfaction of any liability of the Trust to such individual. If the
vested balance a Participant's Accounts at the time of any prior distribution to
the individual so entitled exceeds $3,500, then the vested balance at any
subsequent time shall be deemed to exceed $3,500. Any Participant whose vested
balance in his/her Retirement Account is 0% shall be deemed to have received a
lump sum payment upon termination of employment.
(f) Notwithstanding anything in this Section 7.1 to the contrary, if
the amount of any distribution required to commence on a certain date cannot be
ascertained by such date, a payment retroactive to such date may be made no
later than 60 days after the earliest date on which such amount can be
ascertained.
7.2 Distributions to Beneficiaries.
(a) (i) The balance of a deceased Participant's Accounts
distributable to a beneficiary shall be distributed in a lump sum, unless
such beneficiary is the Surviving Spouse of the deceased Participant. The
balance distributable to such Participant's Surviving Spouse shall be
distributed in one of the forms described in Section 7.1(c)(i)(A), (B) or
(C), in accordance with the Terms of such Sections, and in accordance with
an effective designation filed by the beneficiary with the Administrative
Committee. To the extent the deceased Participant's Accounts are invested
in the WTI Stock Fund or the RUST Stock Fund, the provisions of Section
7.1(c)(iii) shall apply.
(ii) The value of a Participant's Accounts which are
distributable to a beneficiary of a Participant shall be computed as of the
date of distribution.
(b) In the event that the distribution of the Participant's Accounts
has begun in accordance with Section 7.1(c)(i)(B), any form of distribution to a
beneficiary under this Section 7.2 shall be designed to distribute the balance
of the deceased Participant's Accounts at least as rapidly as under the method
of distribution in effect at the time of the Participant's death.
47
<PAGE>
(c) Any form of distribution to a beneficiary of a deceased
Participant described in subsection (a)(i) above shall be designed to distribute
the balance of the deceased Participant's Accounts as follows:
(i) Any portion of the Accounts payable to or for the benefit of
an Individual Beneficiary, other than the Surviving Spouse, shall be
distributed in full no later than the December 31 coinciding with or next
following the 5th anniversary of the Participant's death. Accounts payable
to the Surviving Spouse may be distributed over a period not to exceed the
life expectancy of such Surviving Spouse, which payments must commence not
later than the later of (A) the December 31 coinciding with or next
following the first anniversary of the Participant's death, or (B) the
December 31 of the calendar year in which the Participant would have
attained age 70-1/2.
(ii) If the Participant's Surviving Spouse is an Individual
Beneficiary and dies prior to the commencement of benefit payments to such
spouse, subsection (i) above shall be applied as if the Participant's death
had occurred on the date of such spouse's death.
(d) If a Surviving Spouse to whom payments have commenced dies prior
to receipt of all such payments, the remaining balance of the Participant's
Accounts shall be distributed in a lump sum to the deceased beneficiary's
estate.
(e) The life expectancy of the Surviving Spouse of the Participant
shall not be redetermined annually.
(f) Notwithstanding the provisions of this Section 7.2, the Accounts
of a deceased Participant shall be distributed to a beneficiary in such method
or form of distribution and at such time as set forth in a written designation
filed with the Committee by the Participant prior to January 1, 1984, in
accordance with the provisions of the Plan as in effect prior to that date.
7.3 Beneficiaries.
(a) Unless a Participant has effectively elected otherwise in
accordance with this Section 7.3, the distributable balance of a deceased
Participant's Accounts shall be paid to his/her surviving spouse. In
determining the identity or status of a surviving spouse, the Administrative
Committee or its designee may rely upon records of the Plan or Employer and any
action taken in reliance thereon shall relieve the Plan, the Administrative
Committee, Trustees and the Company of any further obligation thereto unless the
Administrative Committee has actual knowledge that said information is not
correct.
48
<PAGE>
(b) The balance of a deceased Participant's Accounts shall be
distributed to the persons effectively designated by the Participant as his/her
beneficiaries. To be effective, the designation shall be filed with the
Administrative Committee in such written form as the Administrative Committee
requires and may include contingent or successive beneficiaries; provided that
any designation by a Participant who is married at the time of his/her death (or
if earlier, the date his/her benefits commenced under Section 7.1) which fails
to name his/her surviving spouse as the sole primary beneficiary shall not be
effective unless such surviving spouse has consented to the designation in
writing, witnessed by a Plan representative or notary public, acknowledging the
effect of the designation and the specific non-spouse beneficiary, including any
class of beneficiaries or any contingent beneficiary. Such consent shall not be
required if, at the time of filing such designation, the Participant established
to the satisfaction of the Administrative Committee that the consent of the
Participant's spouse could not be obtained because there is no spouse, such
spouse could not be located or by reason of such other circumstances as may be
prescribed by regulations. Any consent (or establishment that the consent could
not be obtained) shall be effective only with respect to such spouse. Any
Participant may change his/her beneficiary designation at any time by filing
with the Administrative Committee a new beneficiary designation (with such
spousal consent as may be required). Notwithstanding the foregoing, designation
of a beneficiary by a Participant who did not have an Hour of Service after
August 22, 1984, shall not require the consent of his/her surviving spouse to be
effective.
(c) (i) If a Participant dies, and to the knowledge of the
Administrative Committee after reasonable inquiry leaves no surviving
spouse, has not filed an effective beneficiary designation or has revoked
all such designations, or has filed an effective designation but the
beneficiary or beneficiaries predeceased him/her, the distributable portion
of the Participant's Accounts shall be paid to the following classes of
successive preference beneficiaries then surviving: the Participant's (1)
surviving spouse, (2) children, (3) parents, (4) brothers and sisters, or
(5) executor or administrator of the Participant's estate.
(ii) If the beneficiary, having survived the Participant, shall
die prior to the final and complete distribution of the Participant's
Accounts, then the distributable portion of said Accounts shall be paid:
(A) to the contingent or successive beneficiary named in the
most recent effective beneficiary designation filed by the Participant
in accordance with such designation; or
(B) if no such beneficiary has been named, to the executor
or administrator of the beneficiary's estate.
49
<PAGE>
7.4 Installment or Deferred Distributions. If distribution is made to a
Participant or to the beneficiary of a deceased Participant in installments or
is deferred, the undistributed vested balance shall share in the net earnings or
losses (including the net adjustments in the value of the Trust Fund) as
provided in Article 5.
7.5 Form of Elections and Applications for Benefits. Any election,
revocation of an election or application for benefits pursuant to the Plan shall
not be effective unless it is (a) made on such form, if any, as the
Administrative Committee may prescribe for such purpose; (b) signed by the
Participant and, if required by Section 7.3, by the Participant's spouse; and
(c) filed with the Administrative Committee.
7.6 Unclaimed Distributions. If the Committee notifies a Participant or
Beneficiary at his/her last known address of entitlement to benefits under the
Plan and the Participant or Beneficiary fails to claim such benefits within two
years after notification, his/her benefits shall be treated as a forfeiture and
shall be used to reduce the Retirement Contribution of such Participant's
Employer in accordance with Section 3.1. In the event such person subsequently
files a valid claim for such amount, such amount shall be restored to the
Participant's Accounts in a manner similar to the restoration of forfeitures
under Section 6.8.
7.7 Withdrawal of After-Tax Contributions and Rollover Contributions Prior
to Termination of Employment.
(a) Subject to the provisions of Section 7.8 and such other conditions
and procedures which may be prescribed by the Administrative Committee, a
Participant may request a partial withdrawal from his/her After-Tax Account and
Rollover Account prior to termination of employment by filing a written request
with the Administrative Committee. The amount of such withdrawal must be at
least $500, and any Matched After-Tax Contributions must have been contributed
to the Plan no less than two years prior to the date of distribution, and not
previously withdrawn. By filing such notice and executing such forms as shall
be prescribed by the Administrative Committee, any such Participant may
withdraw, in a lump sum in cash, effective as of the date coinciding with such
withdrawal, the amount specified in such notice which shall not exceed the
amount remaining in such Participant's After-Tax Account after deducting the
value of any loan allocable thereto and outstanding to such Participant pursuant
to Section 7.10. Any distribution hereunder shall be deemed to be made first
from the Participant's After-Tax Contributions made prior to January 1, 1987,
second, pro rata, from After-Tax Contributions made after December 31, 1986 and
from the earnings on such After-Tax Contributions, and third, from the earnings
on After-Tax Contributions made prior to January 1, 1987.
(b) Effective January 1, 1993, to the extent required by the
applicable laws and regulations, any Participant who elects a partial withdrawal
under this Section 7.7
50
<PAGE>
may also elect that the portion of such withdrawal other than that representing
a return of his/her After-Tax Contributions be distributed by transfer to an
Eligible Retirement Plan.
7.8 Withdrawals from Deductible Employee Contribution Account.
(a) Upon written notice to the Administrative Committee and otherwise
in accordance with this Section 7.8, a Participant may withdraw all or a portion
of his/her Accumulated Deductible Employee Account. The amount of such
withdrawal must be at least $500. In the case of a partial withdrawal made by a
Participant having an interest in more than one Fund, the amount withdrawn from
each shall be in the same proportion as the value of his/her interest in each
investment fund immediately preceding such withdrawal bears to the total value
of his/her Deductible Employee Contribution Account.
(b) Effective January 1, 1993, to the extent required by the
applicable laws and regulations, any Participant who elects a partial withdrawal
under this Section 7.8 may also elect that a portion of such withdrawal by
distributed by transfer to an Eligible Retirement Plan.
7.9 Withdrawals in Case of Hardship.
(a) A Participant who believes he/she is suffering from hardship may
apply in writing to the Administrative Committee in accordance with this Section
7.9 for payments from that portion of his/her interest in the Trust Fund which
consists of his/her After-tax Account, Rollover Account and the vested portion
of his/her Matching Contributions to alleviate such hardship. Upon receipt of
the Participant's application, the Administrative Committee may direct
distribution to the Participant of such amount from his/her Accounts as the
Administrative Committee may determine under uniform and nondiscriminatory rules
is necessary to alleviate such hardship. For purposes of this Section 7.9,
"hardship" shall mean a need for financial assistance in meeting obligations
incurred or to be incurred by a Participant for his/her health or welfare or for
the health and welfare of members of his/her immediate family and for which no
other financial resources are reasonably available, and shall include expenses
relating to the purchase, construction, remodeling or repair of the
Participant's residence, the purchase of land to be used for residential
purposes, the purchase or repair of major fixtures or appliances or appurtenant
to the Participant's residence (for example, a boiler, septic system, heating
system, waste system, air conditioning system, etc.), any of the foregoing
expenses to the extent such expenses relate to the residence of a member of the
Participant's immediately family, the purchase or repair of a car used to
commute to employment, educational expenses, unreimbursed medical expenses,
satisfaction of indebtedness or funeral expenses. The amount to be distributed
shall first be withdrawn from the Participant's After-tax Account, and the
balance, if any, of the amount to be distributed shall be withdrawn, secondly,
from the vested portion of his/her Matching Account and the balance, if any, of
the amount to be distributed shall be withdrawn lastly, from his/her Rollover
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<PAGE>
Account. In the event the Participant has an interest in more than one Fund,
the amount withdrawn from each shall be in the same proportion as the
value of his/her interest in each investment fund immediately preceding such
withdrawal bears to the total value of his/her Accounts.
(b) Effective January 1, 1993, to the extent required by the
applicable laws and regulations, any Participant who elects a partial withdrawal
under this Section 7.9 may also elect that the portion of such withdrawal other
than that representing a return of his/her After-Tax Contributions be
distributed by transfer to an Eligible Retirement Plan.
7.10 Loans.
(a) Upon the submission by the Participant of a written loan
application form as prescribed by the Administrative Committee, a Participant
who is currently an active employee of the Employer may borrow from the Trust,
on approval by the Administrative Committee under such uniform rules as it shall
adopt, an amount no less than $1,000 and not in excess of the lesser of (i) 80%
of his/her Before-Tax, After-Tax and Rollover Accounts and (ii) 50% of the total
vested Accounts as of the last day of the month immediately preceding the date
such loan is granted; provided, however, that the amount of such loan shall not
include any earnings on Before-Tax Contributions earned after December 31, 1988;
and provided further that the amount of such loan shall not exceed $50,000,
reduced by the greater of (i) the highest outstanding balance of loans from the
Trust Fund during the 1-year period ending on the date before the date on which
such loan is made or modified, or (ii) the outstanding balance of loans from the
Trust Fund on the date on which such loan is made or modified. No more than one
loan shall be outstanding at any time and there must be at least 12 months
between loan applications.
(b) Loans shall be made available on a reasonably-equivalent basis to
each Participant who is a "party-in-interest" as defined in Section 3(14) of
ERISA and who has nonforfeitable Account balances.
(c) Loans shall be made on such terms as the Administrative Committee
may prescribe, provided that any such loan shall be evidenced by a note or such
documents as the Administrative Committee, in its sole discretion, shall
determine under uniform rules prescribed by it, shall bear interest on the
unpaid balance thereof at a reasonable rate per annum to be set from time to
time by the Administrative Committee which is commensurate with the interest
rates charged by persons in the business of lending money for loans which would
be made under similar circumstances, but in no event less than 5%. The interest
rate is intended to equal the prime rate as published in the Wall Street Journal
on the last business day of June and the last business day of December.
52
<PAGE>
(d) Loans shall be repaid by the Participant by payroll deductions or
any other method approved by the Administrative Committee which require level
amortization of principal and repayments not less frequently than quarterly.
Such loans shall be repaid over a period not to exceed 4 1/2 years in accordance
with procedures established by the Administrative Committee from time to time.
(e) Upon the failure of a Participant to make loan payments or some
other event of default set forth in the promissory note, upon the cessation of a
Participant's employment with the Employer and all Affiliates, upon the
Participant's death or disability, or upon termination of the Plan, such loan
shall become due and payable, and the unpaid balance of such loan, including any
unpaid interest, may, in the Administrative Committee's discretion, be charged
against the Participant's Segregated Loan Account; provided that, any unpaid
balance of such loan, including any unpaid interest, shall be charged against
the Participant's Segregated Loan Account before any distribution to the
Participant or Beneficiary. The distribution of a Participant's canceled note
to such Participant (or to his/her Beneficiary in the event of death) shall be
considered as a payment for purposes of the Plan.
(f) The amount of any loan shall be charged against the Funds in which
the appropriate Accounts of the Participant are invested or a pro rata basis
across Funds. Loan repayments shall be credited to the various Funds pursuant
to the Participant's then effective investment direction pursuant to Section
5.3.
7.11 Withdrawals Prior to Termination of Employment From Before-Tax
Accounts.
(a) A Participant who has attained age 59 1/2 may, in accordance with
procedures established by the Administrative Committee, elect to withdraw from
his Before-Tax Account any amount not in excess of the Before-Tax Contributions
made by more than two years prior to the date of withdrawal and not previously
withdrawn, and earnings therein; provided the minimum amount of such withdrawal
shall not be less than $500.
(b) Subject to subsection (c) below, a Participant may upon the
determination by the Administrative Committee that the Participant has incurred
a financial hardship, make a hardship withdrawal from his/her Before-Tax
Account; provided that the minimum hardship withdrawal shall be $500 and not
more than one hardship withdrawal shall be permitted in a twelve month period.
In any case where the Participant claims financial hardship, he/she shall submit
a written request for such distribution in accordance with procedures prescribed
by the Administrative Committee. The Administrative Committee shall determine
whether the Participant has a "financial hardship" on the basis of such written
request in accordance with this Section 7.12, and such determination shall be
made in a uniform and nondiscriminatory manner. The Administrative Committee
shall only make a determination of "financial hardship" if (A) the distribution
to be made is made
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<PAGE>
on account of an immediate and heavy financial need of the Participant and (B)
the funds distributed are necessary to satisfy the Participant's need, in
accordance with the following rules:
(i) The determination of whether a Participant has an immediate
and heavy financial need is to be made by the Administrative Committee on
the basis of all relevant facts and circumstances. A distribution will be
deemed to be on account of an immediate and heavy financial need only if
made on account of:
(A) Expenses for medical care (as described in Code Section
213(d)) previously incurred by the Participant, the Participant's
spouse or any dependents of the Participant (as defined in Code
Section 152) or necessary for these persons to obtain such medical
care;
(B) The purchase (excluding mortgage payments) of a
principal residence for the Participant;
(C) Tuition and related education fees due for the next 12
months of post-secondary education for the Participant, the
Participant's spouse, children or dependents;
(D) The need to prevent the eviction of the Participant from
his/her principal residence or foreclosure on the mortgage of the
Participant's principal residence; or
(E) Any other event or expense deemed an immediate and heavy
financial need by the Department of the Treasury in rulings, notices
or other documents of general applicability.
(ii) The determination of whether a distribution is necessary to
satisfy the immediate and heavy financial need of the Participant shall be
made by the Committee on the basis of all relevant facts and circumstances.
The Committee shall determine that a distribution is necessary to satisfy
the financial need only if the Participant reasonably demonstrates that the
following requirements are satisfied:
(A) the distribution is not in excess of the amount of the
immediate and heavy financial need of the Participant, taking into
account any amounts necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to result from the
distribution; and
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<PAGE>
(B) the Participant has obtained all distributions (other
than hardship distributions), and all nontaxable loans currently
available under all plans maintained by the Employer or an Affiliate.
(c) Any withdrawals under this Section 7.11 shall not reduce the
Participant's Before-Tax Account below the amount of the balance of any
outstanding loan made pursuant to Section 7.10 and allocable to his/her Before-
Tax Account.
(d) Any withdrawal from a Participant's Before-Tax Account shall be
charged pro rata among all of a Participant's Fund investments.
7.12 Laid-off Participant. In the event a Participant is laid off due to
lack of work, he/she may withdraw his/her After-Tax Account, Deductible Employee
Contribution Account and the vested portion of his/her Matching Account and
Retirement Account, if any; or he/she may allow the same to remain in the Trust
Fund.
(a) In the event such a Participant chooses to make a withdrawal in
accordance with this Section 7.12, the balance of his/her Matching Account and
Retirement Account, if any, shall thereafter be subject to forfeiture in
accordance with, and at the time prescribed in, Section 6.8.
(b) In the event such a Participant allows his/her account balances to
remain in the Trust Fund, his/her Before-Tax Account, After-Tax Account, his/her
Deductible Employee Contribution Account and the vested portion of his/her
Matching Account and Retirement Account shall, unless he/she shall have returned
to work, become payable to him/her or his/her Beneficiary in accordance with,
and at the time prescribed in, any of the foregoing provisions of this Article 7
that may be applicable to him/her or, if earlier, on the date as of which any
unvested portion of his/her Sharing Account and Retirement Contribution Account
shall be forfeited pursuant to the provisions of Section 6.8.
7.13 Facility of Payment. When, in the Administrative Committee's opinion,
a Participant or beneficiary is under a legal disability or is incapacitated in
any way so as to be unable to manage his/her affairs, the Administrative
Committee may direct the Trustee to make payments:
(a) directly to the Participant or beneficiary;
(b) to a duly appointed guardian or conservator of the Participant or
beneficiary;
(c) to a custodian for the Participant or beneficiary under the
Uniform Gifts to Minors Act;
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<PAGE>
(d) to an adult relative of the Participant or beneficiary; or
(e) directly for the benefit of the Participant or beneficiary.
Any such payment shall constitute a complete discharge therefor with respect to
the Trustee and the Administrative Committee.
7.14 Claims Procedure.
(a) Any person who believes that he/she is then entitled to receive a
benefit under the Plan, including one greater than that initially determined by
the Administrative Committee, may file a claim in writing with the
Administrative Committee.
(b) The Administrative Committee or its delegate shall within 90 days
after the receipt of an application either allow or deny the application in
writing. A denial of benefits shall be written in a manner calculated to be
understood by the claimant and shall include:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the
denial is based;
(iii) a description of any additional material or information
necessary for the claimant to perfect his/her claim and an explanation of
why such material or information is necessary; and
(iv) an explanation of the Plan's claim review procedure.
(c) A claimant whose claim is denied (or his/her duly authorized
representative) may, within 60 days after receipt of denial of his/her
application:
(i) submit a written request for review to the Administrative
Committee;
(ii) review pertinent documents; and
(iii) submit issues and comments in writing.
(d) The Administrative Committee or its delegate shall notify the
claimant of its decision on review within 60 days after receipt of a request for
review. The decision on review shall be written in a manner calculated to be
understood by the claimant and
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<PAGE>
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.
(e) The 90-day and 60-day periods described in sections (b) and (d),
respectively may be extended at the discretion of the Administrative Committee
for up to a second 90- or 60-day period, respectively, provided that written
notice of the extension is furnished to the claimant prior to the termination of
the initial period, indicating the special circumstances requiring such
extension of time and the date by which a final decision is expected.
(f) Participants and beneficiaries shall not be entitled to challenge
the Administrative Committee's determinations in judicial or administrative
proceedings without first complying with the procedures in this Article. The
Administrative Committee's decisions made pursuant to this Section are intended
to be final and binding on Participants, beneficiaries and others.
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ARTICLE 8
Top-Heavy Plan Requirements
---------------------------
8.1 Definitions. For purposes of this Article 8:
(a) A "Key Employee" is any current or former employee (and the
beneficiaries of such employee) who at any time during the Determination Period
was (i) an officer of the Employer or an Affiliate if such individual's annual
compensation exceeds 50% of the Defined Benefit Dollar Limitation, (ii) an owner
(or considered an owner under Code Section 318) of one of the 10 largest
interests in the Employer if such individual's compensation exceeds 100% of the
Defined Contribution Dollar Limitation, (iii) a Five-Percent Owner, or (iv) a
One-Percent Owner of the Employer who has an annual compensation of more than
$150,000. Annual compensation means Section 415 Compensation plus amounts
contributed by the Employer pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code Section 125, 402(a)(8),
402(h) or 403(b). The "Determination Period" is the Plan Year containing the
Top-Heavy Determination Date and the 4 preceding Plan Years.
The determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the regulations thereunder.
(b) This Plan is "Top-Heavy" if any of the following conditions
exists:
(i) The Top-Heavy Ratio for this Plan exceeds 60% and this Plan
is not part of any Required Aggregation Group or Permissive Aggregation
Group of plans;
(ii) This Plan is a part of a Required Aggregation Group of plans
but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for
the Required Aggregation group exceeds 60%;
(iii) This Plan is a part of a Required Aggregation Group and
part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for
the Permissive Aggregation Group exceeds 60%.
(c) The "Top-Heavy Ratio" shall be determined as follows:
(i) If the Employer maintains one or more defined contribution
plans and the Employer has not maintained any defined benefit plan which
during the 5-year period ending on the Top-Heavy Determination Date(s) has
or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or for
the Required or Permissive Aggregation Group as appropriate is a fraction,
the numerator of which is the sum of the account balances of all Key
Employees as of the Top-Heavy
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<PAGE>
Determination Date(s) (including any part of any account balance
distributed in the 5-year period ending on the Top-Heavy Determination
Date(s)), and the denominator of which is the sum of all account balances
(including any part of any account balance distributed in the 5-year period
ending on the Top-Heavy Determination Date(s)), both computed in accordance
with Code Section 416 and the regulations thereunder. Both the numerator
and denominator of the Top-Heavy Ratio are increased to reflect any
contribution not actually made as of the Top-Heavy Determination Date, but
which is required to be taken into account on that date under Code Section
416 and the regulations thereunder.
(ii) If the Employer maintains one or more defined contribution
plans and the Employer maintains or has maintained one or more defined
benefit plans which during the 5-year period ending on the Top-Heavy
Determination Date(s) has or has had any accrued benefits, the Top-Heavy
Ratio for any Required or Permissive Aggregation Group as appropriate is a
fraction, the numerator of which is the sum of account balances under the
aggregated defined contribution plan or plans for all Key Employees,
determined in accordance with (i) above, and the Present Value of accrued
benefits under the aggregated defined benefit plan or plans for all Key
Employees as of the Top-Heavy Determination Date(s), and the denominator of
which is the sum of the account balances under the aggregated defined
contribution plan or plans for all Participants, determined in accordance
with (i) above, and the Present Value of accrued benefits under the
aggregated defined benefit plan or plans for all Participants as of the
Top-Heavy Determination Date(s), all determined in accordance with Code
Section 416 and the regulations thereunder. The accrued benefits under a
defined benefit plan in both the numerator and denominator of the Top-Heavy
Ratio are increased for any distribution of an accrued benefit made in the
5-year period ending on the Top-Heavy Determination Date.
(iii) For purposes of (i) and (ii) above the value of account
balances and the Present Value of accrued benefits will be determined as of
the most recent valuation date that falls within or ends with the 12-month
period ending on the Top-Heavy Determination Date, except as provided in
Code Section 416 and the regulations thereunder for the first and second
plan years of a defined benefit plan. The account balances and accrued
benefits of a Participant (A) who is not a Key Employee but who was a Key
Employee in a prior year, or (B) who has not been credited with at least
one hour of service with any employer maintaining the Plan at any time
during the 5-year period ending on the Top-Heavy Determination Date will be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to
which distributions, rollovers, and transfers are taken into account, will
be made in accordance with Code Section 416 and the regulations thereunder.
Deductible employee contributions will not be taken into account for
purposes of computing the Top-Heavy Ratio. When aggregating plans the
value of account
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<PAGE>
balances and accrued benefits will be calculated with reference to the Top-
Heavy Determination Date(s) that fall within the same calendar year. The
accrued benefit of a Participant other than a Key Employee shall be
determined under (1) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or (2)
if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional rule of Code
Section 411(b)(1)(C).
(d) "Permissive Aggregation Group" means the Required Aggregation
Group of plans plus any other plan or plans of the Employer which, when
considered as a group with the Required Aggregation Group, would continue to
satisfy the requirements of Code Sections 401(a)(4) and 410.
(e) "Required Aggregation Group" means (i) each qualified plan of the
Employer in which at least one Key Employee participates or participated at any
time during the Determination Period (regardless of whether the plan has
terminated), and (ii) any other qualified plan of the Employer which enables a
plan described in (i) to meet the requirements of Code Section 401(a)(4) or 410.
(f) "Top-Heavy Determination Date" means, for any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan Year or, for the
first Plan Year of the Plan, the last day of that year.
(g) "Present Value" shall be based on an interest assumption of 5% and
a post-retirement mortality assumption based on the UP-1984 Mortality Table.
(h) "Employer" means the Employer and all Affiliates except for
purposes of determining ownership under Code Section 416(i)(1).
8.2 Top-Heavy Plan Requirements.
(a) (i) Except as otherwise provided in (ii) and (iii) below, the
Employer contributions and forfeitures allocated on behalf of any
Participant who is not a Key Employee shall not be less than the lesser of
three percent of such Participant's Compensation or in the case where the
Employer has no defined benefit plan which designates this Plan to satisfy
Code Section 401, the largest percentage of Employer contributions and
forfeitures, as a percentage of the Key Employee's Compensation, allocated
on behalf of any Key Employee for that year. The minimum allocation is
determined without regard to any Social Security contribution. This
minimum allocation shall be made even though, under other Plan provisions,
the Participant would not otherwise be entitled to receive an allocation,
or would have received a lesser allocation for the year because of (A) the
Participant's failure to complete 1,000 Hours of Service (or any equivalent
provided
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<PAGE>
in the Plan), (B) the Participant's failure to make mandatory employee
contributions to the Plan, or (C) Compensation less than a stated amount.
(ii) The provision in (i) above shall not apply to any Participant who
was not employed by the Employer or an Affiliate on the last day of the
Plan Year.
(iii) The provision in (i) above shall not apply to any
Participant to the extent the Participant is covered under any other plan
or plans of the Employer and the Employer's contribution and forfeitures
allocated under such plan or plans are equal to or exceed the amount
required to be allocated under (i) above.
(b) The minimum allocation required (to the extent required to be
nonforfeitable under Code Section 416(b)) may not be forfeited under Code
Section 411(a)(3)(B) or 411(a)(3)(D).
(c) For any Plan Year in which this Plan is Top-Heavy, the following
schedule shall be substituted for the schedule set forth in Section 6.6(a):
<TABLE>
<CAPTION>
Nonforfeitable
Years of Continuous Service Percentage
--------------------------- --------------
<S> <C>
Less than 3 0
3 or more 100
</TABLE>
The minimum vesting schedule applies to all benefits within the meaning of Code
Section 411(a)(7) except those attributable to after-tax contributions,
including benefits accrued before the effective date of Code Section 416 and
benefits accrued before the Plan became Top-Heavy. Further, no reduction in
vested benefits may occur in the event the Plan's Top-Heavy status changes for
any Plan Year. However, this Section does not apply to the account balances of
any employee who does not have an Hour of Service after the Plan has initially
become Top-Heavy and such employee's account balance attributable to Employer
contributions and forfeitures will be determined without regard to this Section.
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<PAGE>
ARTICLE 9
Powers and Duties of Plan Committees
------------------------------------
9.1 Appointment of Plan Committee.
(a) The Board of Directors of the Company (the "Board of Directors")
shall name an Administrative and Investment Committee (the "Administrative
Committee") to consist of not less than 3 persons to serve as administrator and
named fiduciary of the Plan. Any person, including directors, shareholders,
officers and employees of the Employer, shall be eligible to serve on the
Administrative Committee. Every person appointed a member of the Administrative
Committee shall acknowledge his/her status as a fiduciary under the Plan.
(b) Members of the Administrative Committee shall serve at the
pleasure of the Board of Directors and may be removed by the Board of Directors
at any time with or without cause. Any member of the Administrative Committee
may resign by giving ten days advanced written notice to any Trustee and any
other Administrative Committee member. Such resignation shall become effective
at delivery or at any later date specified therein. While there is a vacancy in
the membership on the Administrative Committee, the remaining Administrative
Committee members shall have the same powers as the full Committee until the
vacancy is filled.
(c) Usual and reasonable expenses of the Administrative Committee
shall be paid by the Trustee out of the principal or income of the Trust Fund
except to the extent the Employer pays such expenses in whole or in part. The
members of the Administrative Committee shall not receive any compensation for
their services as such.
9.2 Plan Administration. Except as otherwise provided in this
Article 9, the Administrative Committee shall have final and binding
discretionary authority to control and manage the operation and administration
of the Plan, including all rights and powers necessary or convenient to the
carrying out of its functions hereunder, whether or not such rights and powers
are specifically enumerated herein. In exercising its responsibilities
hereunder, the Administrative Committee may manage and administer the Plan
through the use of agents who may include employees of the Employer.
Without limiting the generality of the foregoing, and in addition to
the other powers set forth in this Article 9, the Administrative Committee shall
have the following discretionary authorities:
(a) To construe and interpret the Plan, and decide all questions
relating to the eligibility, benefits and other rights of employees,
Participants and Beneficiaries under the Plan.
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<PAGE>
(b) To prescribe procedures and regulations to be followed by
Participants or beneficiaries with respect to enrolling in the Plan and filing
applications for benefits or making other elections.
(c) To prepare and distribute, in such manner as the Administrative
Committee determines to be appropriate, information explaining the Plan.
(d) To request and receive from the Employer, Participants and others
such information as shall be necessary for the proper administration of the
Plan.
(e) To furnish the Employer upon request such annual and other reports
with respect to the administration of the Plan as are reasonable and
appropriate.
(f) To receive, review and maintain on file reports of the financial
condition and of the receipts and disbursements of the Trust Fund from the
Trustee.
(g) To fix and determine the respective amounts payable by the
Employers pursuant to Article 3.
(h) To take such action not included within responsibilities allocated
to the Board of Directors, the Investment Committee, or the Trustee under the
provisions of the Plan as may be needed to carry out the orderly administration
of the Plan.
(i) To comply with all governmental reporting and disclosure
requirements.
(j) To allocate fiduciary responsibilities (other than trustee
responsibilities) among its members and to designate other persons to carry out
nonfiduciary and fiduciary responsibilities (other than trustee
responsibilities).
(k) To employ agents, attorneys, accountants, actuaries or other
persons (who also may be employed by the employers, the trustees, or any
investment manager or managers) and to allocate or delegate to them such powers,
rights and duties as the plan administrator considers necessary or advisable to
properly carry out the administration of the Plan; provided, however, that any
such allocation or delegation and the acceptance thereof must be in writing.
(l) To report at least annually to the Board of Directors of the
Company or to such person or persons as the Board of Directors of the Company
designates as to the administration of the Plan, any significant problems which
have developed in connection with the administration of the Plan and any
recommendations which the Plan administrator may have as to the amendment of the
Plan or the modification of plan administration.
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<PAGE>
9.3 Investment Responsibilities.
(a) Except for responsibilities retained by the Board of Directors of
the Company, the Administrative Committee shall have the responsibility to (i)
review investment performance of the Trust Fund; (ii) establish, eliminate or
consolidate Funds pursuant to Section 5.2; (iii) direct the Trustee with regard
to the investment of assets; and (iv) such other responsibilities as may be
delegated to it by the Board or pursuant to the Plan or Trust Agreement.
(b) In connection with these responsibilities, the Administrative
Committee shall have the following powers and duties:
(i) to establish investment guidelines and objectives for the
investment of the Trust Fund and each Fund as a part thereof, including,
but not by way of limitation, the establishment of additional Funds or the
elimination or consolidation of one or more of the existing Funds (other
than the WTI Stock Fund and Rust Stock Fund);
(ii) to review the performance of and recommend to the Board of
Directors the appointment and dismissal of the Trustee;
(iii) to receive, review and retain (as it deems convenient or
proper) reports of the investments and the receipts and disbursements of
the Trust Fund from the Trustee and/or any Investment Managers; and
(iv) to manage the investment of any assets for which the
Investment Committee serves as investment advisor.
(c) The Administrative Committee may, subject to periodic review, (i)
allocate or delegate among its members certain powers, (ii) authorize one or
more of its members or an agent to execute or deliver any instruments or make
payment on the Administrative Committee's behalf, and (iii) utilize the services
of agents and employ persons to perform ministerial, clerical, recordkeeping,
consulting or legal services to assist the Administrative Committee in the
performance of its duties.
(d) The Administrative Committee shall maintain records and accounts
showing the fiscal transactions and performance evaluations of the Trust Fund.
At least annually, the Administrative Committee shall submit to the Board a
report regarding the operation of the Trust during the past year and shall also
submit such other reports as the Board shall request.
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<PAGE>
9.4 Committee Procedures.
(a) The Committee may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs.
(b) A majority of the members of the Committee shall constitute a
quorum for the transaction of business. All resolutions or other actions taken
by the Committees at any meeting shall be by the vote of the majority of the
members of the Committees present at the meeting. The Committee may act without
a meeting by written consent of a majority of its members.
(c) The Committee may elect one of its members as chairman and shall
appoint a secretary, who may or may not be a Committee member. The secretary
shall keep a record of all actions of the Committee and shall forward all
necessary communications to the Employer or the Trustee.
(d) Filing or delivery of any document with or to the secretary of a
Committee in person or by registered or certified mail, addressed in care of the
Employer, shall be deemed a filing with or delivery to the Committee.
9.5 Consultation with Advisors. The Administrative Committee (or any
fiduciary designated by the Committee) may employ or consult with counsel,
actuaries, accountants, physicians or other advisors (who may be counsel,
actuaries, accountants, physicians or other advisors for the Employer).
9.6 Committee Members as Participants. A Committee member may also be a
Participant, but no Committee member shall have power to take part in any
discretionary decision or action affecting his/her own interest as a Participant
under this Plan unless such decision or action is upon a matter which affects
all other Participants similarly situated and confers no special right, benefit
or privilege not simultaneously conferred upon all other such Participants.
9.7 Records and Reports. The Administrative Committee shall take all such
action as it deems necessary or appropriate to comply with governmental laws and
regulations relating to the maintenance of records, notifications to
Participants, registrations with the Internal Revenue Service, reports to the
U.S. Department of Labor and all other requirements applicable to the Plan. At
the end of each Plan Year and such other periods as the Administrative Committee
may determine, the Administrative Committee will provide each Participant with a
statement of the balances in his/her Accounts.
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<PAGE>
9.8 Investment Policy.
(a) As provided in Section 9.3, the Administrative Committee from time
to time shall determine the Plan's short-term and long-term financial needs,
with which the investment policy of the Trust shall be appropriately
coordinated, and such needs shall be communicated from time to time to the
Trustee, Investment Managers or others having any responsibility for management
and control of the Trust assets.
(b) Subject to (c) below, the Trustee shall have exclusive authority
and discretion to manage and control the assets of the Trust pursuant to an
investment policy coordinated with the needs of the Plan as determined by the
Investment Committee.
(c) The Administrative Committee may in its discretion appoint one or
more Investment Managers to manage (including the power to acquire and dispose
of) any assets of the Plan pursuant to an investment policy coordinated with the
needs of the Plan as determined by the Administrative Committee, in which event
the Trustee shall not be liable for the acts or omissions of any such Investment
Manager or be under an obligation to invest or otherwise manage any asset of the
Plan which is subject to the management of any such Investment Manager except as
directed. Any such Investment Manager shall acknowledge in writing that he/she
is a fiduciary with respect to the Plan.
(d) The term "Investment Manager" shall mean: (i) a registered
investment adviser under the Investment Advisers Act of 1940; (ii) a bank as
defined in the Investment Advisers Act of 1940; or (iii) an insurance company
qualified under the laws of more than one state to manage, acquire and dispose
of plan assets.
9.9 Designation of Other Fiduciaries. Administrative Committee may
designate in writing other persons to carry out a specified part or parts of its
responsibilities hereunder (including the power to designate other persons to
carry out a part of such designated responsibility), but not including the
power to appoint Investment Managers. Any such designation shall be accepted by
the designated person, who shall acknowledge in writing that he/she is a
fiduciary with respect to the Plan.
9.10 Obligations of Administrative Committee.
(a) The Administrative Committee or its properly authorized delegate
shall make such determinations as are necessary to accomplish the purposes of
the Plan with respect to individual Participants or classes of such
Participants. The Employer shall notify the Committee of facts relevant to such
determinations, including, without limitation, length of service, compensation
for services, dates of death, permanent disability, granting or terminating of
leaves of absence, ages, retirement and termination of service for any reason
(but indicating such reason), and termination of participation.
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<PAGE>
The Employer shall also be responsible for notifying the Committee of any other
facts which may be necessary for the Committee to discharge its responsibilities
hereunder.
(b) The Administrative Committee is hereby authorized to act solely
upon the basis of notifications from or determinations of the Employer described
in paragraph 9.10(a) above and to rely upon any document or signature believed
by the Committee to be genuine and shall be fully protected in so doing. Any
action by the Company or its Board of Directors with respect to the appointment
or removal of a member of a Committee or the amendment of the Plan and Trust or
the designation of a group of employees to which the Plan is applicable shall be
evidenced by an instrument in writing, signed by a duly authorized officer or
officers, certifying that said action has been authorized and directed by a
resolution of the Board of Directors of the Company or such other person as
permitted by the Plan.
(c) The Administrative Committee shall notify the Trustee of its
actions and determinations affecting the responsibilities of the Trustee and
shall give the Trustee directions as to payments or other distributions from the
Trust Fund to the extent they may be necessary for the Trustee to fulfill the
terms of the Trust Agreement.
(d) The Administrative Committee shall be under no obligation to
enforce payment of contributions hereunder or to determine whether contributions
delivered to the Trustee comply with the provisions hereof relating to
contributions, and is obligated only to administer this Plan pursuant to the
terms hereof.
9.11 Indemnification of The Administrative Committee. The Employer shall
indemnify members of each Committee and its authorized delegates who are
employees of the Employer for any liability or expenses, including attorneys'
fees, incurred in the defense of any threatened or pending action, suit or
proceeding by reason of their status as members of the Committee or its
authorized delegates, to the full extent permitted by the law of the Employer's
state of incorporation.
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ARTICLE 10
Trustee and Trust Fund
----------------------
10.1 Trust Fund. A Trust Fund to be known as the Wheelabrator-Rust Savings
and Retirement Trust (herein referred to as the "Trust" or the "Trust Fund") has
been established by the execution of trust agreements with one or more Trustees
and is maintained for the purposes of this Plan. The assets of the Trust will
be held, invested and disposed of by the Trustee, in accordance with the terms
of the Trust, for the benefit of the Participants and their beneficiaries.
10.2 Payments to Trust Fund and Expenses. All contributions hereunder will
be paid into and credited to the Trust Fund and all benefits hereunder and
expenses chargeable thereto will be paid from the Trust Fund and charged
thereto.
10.3 Trustee's Responsibilities. The powers, duties and responsibilities
of the Trustee shall be as set forth in the Trust Agreement and nothing
contained in this Plan, either expressly or by implication, shall impose any
additional powers, duties or responsibilities upon the Trustee.
10.4 Reversion to an Employer. An Employer has no beneficial interest in
the Trust Fund and no part of the Trust Fund shall ever revert or be repaid to
an Employer, directly or indirectly, except that an Employer shall upon written
request have a right to recover:
(a) within one year of the date of payment of a contribution by such
Employer, any amount (less any losses attributable thereto) contributed through
a mistake of fact;
(b) within one year of the date on which any deduction for a
contribution by such Employer under Code Section 404 is disallowed, an amount
equal to the amount disallowed (less any losses attributable thereto); and
(c) at the termination of the Plan, any amounts with respect to its
employees remaining in the Excess Forfeiture Suspense Account.
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<PAGE>
ARTICLE 11
Amendment or Termination
------------------------
11.1 Amendment. The Company reserves the right to amend this Plan at any
time to take effect retroactively or otherwise, in any manner which it deems
desirable including, but not by way of limitation, the right to increase or
diminish contributions to be made by the Employer hereunder, to change or modify
the method of allocation of its contributions, to change any provision relating
to the distribution or payment, or both, of any assets of the Trust. Each
Employer that has adopted the Plan shall be deemed to have delegated authority
to amend the Plan to the Board of Directors of the Company and the
Administrative Committee.
11.2 Termination. The Company further reserves the right to terminate this
Plan at any time.
11.3 Form of Amendment, Discontinuance of Employer Contributions, and
Termination. Any such amendment, discontinuance of Employer contributions or
termination shall be made only by resolution of the Board of Directors of the
Company or by any person, including, but not limited to, the Administrative
Committee, so duly authorized by the Board of Directors.
11.4 Limitations on Amendments. The provisions of this Article are subject
to the following restrictions:
(a) Except as provided in Section 10.4, no amendment shall operate to
give the Employer any interest whatsoever in any funds or property held by the
Trustee under the terms hereof, or to permit corpus or income of the Trust to be
used for or diverted to purposes other than the exclusive benefit of the
Participants and their beneficiaries.
(b) Except to the extent necessary to conform to the laws and
regulations or to the extent permitted by any applicable law or regulation, no
amendment shall operate either directly or indirectly to deprive any Participant
of his/her nonforfeitable beneficial interest in his/her Accounts as they are
constituted at the time of the amendment.
(c) No amendment shall change any vesting schedule unless each
Participant who has completed 3 or more Years of Continuous Service is permitted
to elect to have the nonforfeitable percentage of his/her Accounts computed
under the Plan without regard to such amendment. The period for making such
election shall commence no later than the date of the adoption of such amendment
and shall expire no earlier than 60 days after the latest of the following
dates: (i) the date the Plan amendment is adopted, (ii) the date the Plan
amendment becomes effective, or (iii) the date the Participant is issued written
notice of the Plan amendment by the Administrative Committee. Notwithstanding
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<PAGE>
the foregoing, no election need be offered to a Participant whose nonforfeitable
percentage of his/her Accounts cannot at any time be lower than such percentage
determined without regard to such amendment.
(d) Except as permitted by applicable law, no amendment shall
eliminate or reduce an early retirement benefit or a retirement-type subsidy or
eliminate an optional form of benefit.
11.5 Level of Benefits Upon Merger. This Plan shall not merge or
consolidate with, or transfer assets or liabilities to, any other plan, unless
each Participant shall be entitled to receive a benefit immediately after said
merger, consolidation or transfer (if such other plan were then terminated)
which shall be not less than the benefit he/she would have been entitled to
receive immediately before said merger, consolidation or transfer (if this Plan
were then terminated).
11.6 Vesting Upon Termination or Discontinuance of Employer Contributions;
Liquidation of Trust.
(a) This Plan shall be deemed terminated if and only if the Plan
terminates by operation of law or pursuant to Section 11.2. In the event of any
termination or partial termination within the meaning of the Code, or in the
event the Employer permanently discontinues the making of contributions to the
Plan, the Accounts of each affected Participant who is employed by the Employer
on the date of the occurrence of such event shall be nonforfeitable; provided,
however, that in no event shall any Participant or beneficiary have recourse to
other than the Trust Fund for the satisfaction of benefits hereunder.
(b) In the event the Employer permanently discontinues the making of
contributions to the Plan, the Trustee shall make or commence distribution to
each Participant or his/her beneficiaries of the value of the Units in such
Participant's Accounts as provided herein within the time prescribed in Article
7. However, if, after such discontinuance, the Company shall determine it to be
impracticable to continue the Trust any longer, the Company may, in its
discretion, declare the date of termination to constitute the final distribution
date for each Participant or beneficiary whose Accounts are being distributed in
installments.
(c) The liquidation of the Trust, if any, in connection with any Plan
termination shall be accomplished by the Administrative Committee acting on
behalf of the Company. After directing that sufficient funds be set aside to
provide for the payment of all expenses incurred in the administration of the
Plan and the Trust, to the extent not paid or provided for by the Employer, the
Administrative Committee shall, as promptly as shall then be reasonable under
the circumstances, liquidate the Trust assets and distribute to each Participant
or beneficiary his/her Accounts in the Trust Fund.
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Notwithstanding the foregoing, if the Employer or an Affiliate maintains another
defined contribution plan, other than an employee stock ownership plan (as
defined in Code Section 4975(e) or 409) or a simplified employee pension plan
(as defined in Code Section 408(k)), the Accounts of such Participant shall be
transferred to such other plan unless the vested balance of such Accounts does
not exceed $3,500 or the Participant consents to the distribution of such
Accounts. If the vested balance of a Participant's Accounts at the time of any
distribution to the Participant exceeds $3,500, then the vested balance of a
Participant's Accounts at any subsequent time shall be deemed to exceed $3,500.
Upon completion of such liquidation and distribution, the Trust shall finally
and completely terminate. In the event the Administrative Committee is no longer
in existence, the actions to be taken by the Administrative Committee pursuant
to this Section shall be taken by the Trustee.
11.7 Automatic Transfers. Effective January 1, 1995, fully vested
Participants in this Plan who have been transferred to WMX Technologies, Inc.,
or any Related Employer thereof, and who have become participants in the WMX
Technologies, Inc. Profit Sharing and Savings Plan ("WMX Plan"), shall have
their Accounts transferred in a trustee-to-trustee transfer to the WMX Plan at
such time as the Administrative Committee shall determine in a uniform and
nondiscriminatory manner.
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ARTICLE 12
Miscellaneous
-------------
12.1 No Guarantee of Employment. Neither the creation of the Plan nor
anything contained in the Plan or Trust Agreement shall be construed as a
contract of employment between the Employer and the Participant or as giving any
Participant hereunder or other employee of the Employer any right to remain in
the employ of the Employer, any equity or other interest in the assets, business
or affairs of the Employer, or any right to complain about any action taken or
any policy adopted or pursued by the Employer.
12.2 Nonalienation.
(a) Except as may be provided in the Plan with respect to loans to
Participants, no Participant shall have any right to sell, assign, pledge,
hypothecate, anticipate or in any way create a lien upon any part of the Trust
Fund. Except to the extent required by law or provided in the Plan, no interest
in the Trust Fund, or any part thereof, shall be assignable in or by operation
of law, or be subject to liability in any way for the debts or defaults of
Participants, their beneficiaries, spouses or heirs-at-law, whether to the
Employer or to others.
(b) Prior to the time that distributions are to be made hereunder, the
Participants, their spouses, beneficiaries, heirs-at-law or legal
representatives shall have no right to receive cash or other things of value
from the Employer or the Trustee from or as a result of the Plan and Trust.
12.3 Qualified Domestic Relations Order.
(a) Notwithstanding Section 12.2 or anything else in the Plan to the
contrary, the Administrative Committee may direct the Trustees to comply with a
qualified domestic relations order.
(b) A "domestic relations order" is a judgment, decree or order
(including approval of a property settlement agreement) made pursuant to a state
domestic relations law (including a community property law) which relates to the
provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of a Participant ("alternate
payee").
(c) A "qualified domestic relations order" is a domestic relations
order which:
(i) creates or recognizes the existence of an alternate payee's
right to, or assigns to an alternate payee the right to, receive all or a
portion of the benefits payable to a Participant under the Plan;
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(ii) clearly specifies (A) the name and last known mailing address
(if any) of the Participant and the name and mailing address of each
alternate payee covered by the order, (B) the amount or percentage of the
Participant's benefits to be paid by the Plan to any alternate payee, or
the manner in which such amount or percentage is to be determined, (C) the
number of payments or the period to which the order applies and (D) each
plan to which the order applies; and
(iii) does not require the Plan to (A) provide any type or form
of benefit, or any option, not otherwise provided under the Plan, (B)
provide increased benefits (determined on the basis of actuarial value),
(C) pay benefits to an alternate payee that are required to be paid to
another alternate payee under a previous qualified domestic relations
order, or (D) pay any benefits to an alternate payee before the earlier of
the Participant's termination of employment or attainment of age 50.
(d) The Administrative Committee shall establish a procedure to
determine the qualified status of domestic relations orders and to administer
Plan distributions in accordance with qualified domestic relations orders. Such
procedure shall be in writing, shall include a provision specifying the
notification requirements enumerated in the preceding paragraph, shall permit an
alternate payee to designate a representative for receipt of communications from
the Committee and shall include such other provisions as the Committee
determines, consistent with Code Sections 401(a)(13) and 414(p) and regulations
thereunder.
(e) During any period in which the issue of the qualified status of a
domestic relations order is being determined (by the Committee, a court of
competent jurisdiction or otherwise), the Trustees may separately account for
the amounts, if any, which would have been payable to the alternate payee during
such period if the order had been determined to be a qualified domestic
relations order.
(f) Notwithstanding the foregoing provisions of the Section 12.3,
unless the qualified domestic relations order expressly provides to the
contrary, the amount of the Participant's Accounts payable to the alternate
payee may, if the alternate payee so elects, be distributed in a single sum
payment at any time after the domestic relations order has been determined to be
qualified.
12.4 Controlling Law. To the extent not preempted by the laws of the
United States of America, the laws of the State of New Hampshire shall be
controlling state law in all matters relating to the Plan.
12.5 Severability. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Plan, but
73
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this Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
12.6 Notification of Addresses. Each Participant and each beneficiary of a
deceased Participant shall file with the Administrative Committee from time to
time in writing his/her post-office address and each change of post-office
address. Any communication, statement or notice addressed to the last post-
office address filed with the Administrative Committee, or if no such address
was filed with the Administrative Committee, then to the last post-office
address of the Participant or beneficiary as shown on the Employer's records,
will be binding on the Participant and his/her beneficiary for all purposes of
this Plan and neither the Administrative Committee nor the Employer shall be
obliged to search for or ascertain the whereabouts of any Participant or
beneficiary.
12.7 Gender and Number. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.
12.8 No Guarantee of Benefits. The benefits provided under the Plan shall
be paid solely from the assets of the Trust Fund. Nothing contained in the Plan
or the Trust Agreement shall constitute a guarantee by any Employer, the
Committee or the Trustees that the assets of the Trust Fund will be sufficient
to pay any benefit to any person.
12.9 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting in
reliance thereon considers pertinent and reliable, and signed, made or presented
by the proper party.
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ARTICLE 13
Adoption by Affiliates
----------------------
13.1 Adoption of Plan. Subject to any resolution or terms of any agreement
approved by the Board of Directors of the Company or a committee thereof to the
contrary, any Affiliate may adopt this Plan for the benefit of its eligible
employees if authorized to do so by the Board of Directors of the Company or by
the Administrative Committee. Upon such adoption, such Affiliate shall become
an "Employer."
13.2 The Company as Agent for Employer. Each Employer which has adopted
this Plan pursuant to Section 13.1 hereby irrevocably gives and grants to the
Company full and exclusive power conferred upon it by the terms of the Plan and
Trust to take or refrain from taking any and all action which such Employer
might otherwise take or refrain from taking with respect to the Plan, including
sole and exclusive power to exercise, enforce or waive any rights whatsoever
which such Employer might otherwise have with respect to the Trust, and each
such Employer, by adopting this Plan, irrevocably appoints the Company its agent
for such purposes. Neither the Trustee nor the Committees nor any other person
shall have any obligation to account to any such Employer or to follow the
instructions of or otherwise deal with any such Employer, the intention being
that all persons shall deal solely with the Company as if it were the sole
company which had adopted this Plan. Each such Employer shall contribute such
amounts as determined under Article 3.
13.3 Adoption of Amendments.
(a) Any Employer which adopts this Plan pursuant to Section 13.1 may
amend this Plan with respect to its own employees by resolution of its board of
directors, if authorized to do so by the Board of Directors of the Company or
any person so duly authorized by the Board of Directors of the Company.
(b) Any Employer shall be deemed conclusively to have assented to any
amendment of this Plan by the Company or the Administrative Committee without
the necessity of any affirmative action on the part of such Employer.
13.4 Termination. Any Employer which adopts this Plan pursuant to Section
13.1 may terminate this Plan with respect to its own employees by resolution of
its board of directors, if authorized to do so by the Board of Directors of the
Company, or any person so duly authorized by the Board of Directors of the
Company.
13.5 Data to Be Furnished by Employers. Each Employer which adopts this
Plan pursuant to Section 13.1 shall furnish information and maintain such
records with respect to its Participants as called for hereunder, and its
determinations and notifications
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with respect thereto shall have the same force and effect as comparable
determinations by the Company with respect to its Participants.
13.6 Joint Employees. If a Participant receives Compensation during a
Plan Year from more than one Employer, the total amount of such Compensation
shall be considered for the purposes of the Plan, and the respective Employers
shall share in contributions to the Plan on account of said Participant based on
the Compensation paid to such Participant by the Employer.
13.7 Expenses. Each Employer shall pay such part of actuarial and other
necessary expenses incurred in the administration of the Plan as the Company
shall determine.
13.8 Withdrawal. An Employer may with consent of the Board of Directors of
the Company withdraw from the Plan by giving 60 days' written notice of its
intention to the Company and the Trustee, unless a shorter notice shall be
agreed to by the Company.
13.9 Prior Plans. If an Employer adopting the Plan already maintains a
defined contribution plan covering employees who will be covered by this Plan,
it may, with the consent of the Company, provide in its resolution adopting this
Plan for the termination of its own plan or for the merger, restatement and
continuation, of its own plan by this Plan. In either case, such Employer may,
subject to the approval of the Company, provide in its resolution of adoption of
this Plan for the transfer of the assets of such plan to the Trust for this Plan
for the payment of benefits accrued under such other plan.
In accordance with authorizations and directions of the Board of Directors
of Rust International, Inc., the Wheelabrator-Rust Savings and Retirement Plan
is hereby adopted effective as of January 1, 1989.
RUST INTERNATIONAL INC.
By:
------------------------------
Chief Executive Officer
Dated: November 16, 1994
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APPENDIX A
APPLICABLE TO
WESTCHESTER RESCO BARGAINING UNIT EMPLOYEES
-------------------------------------------
This Appendix A sets forth provisions applicable to employees of
Westchester RESCO Co. L.P. whose terms and conditions of employment are covered
by the labor agreement between Westchester RESCO Co. L.P. and the International
Brotherhood of Teamsters, Local 456 (the "Covered Employees"). Effective
February 1, 1990, Westchester RESCO Co. L.P. shall become an Employer under the
Plan. Except to the extent expressly modified by this Appendix A, the
provisions of the Plan, including the Appendices thereto, shall apply to the
participation of the Covered Employees. The Provisions of this Appendix shall,
unless provided otherwise, be effective as of February 1, 1990.
A.1 The definition of Compensation shall be amended by adding the following
sentence:
Solely with respect to Covered Employees of Westchester RESCO Co. L.P.,
Compensation shall be determined without taking into account commissions,
bonuses, shift differentials or overtime compensation.
A.2 The definition of Eligible Employee shall be amended by adding the
following sub-paragraph:
Solely with respect to employees of Westchester RESCO Co. L.P., such
employee is covered by the labor agreement between Westchester RESCO Co.
L.P. and the International Brotherhood of Teamsters, Local No. 456.
A.3 The definition of Retirement Account shall be amended by adding a new
sentence:
Notwithstanding the foregoing, the Retirement Account of a Covered Employee
of Westchester RESCO Co. L.P. shall include such amounts that have been
rolled over or transferred in accordance with Section 4.4.
A-1
<PAGE>
A.4 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Westchester RESCO Co. L.P..
Notwithstanding the foregoing provisions of Section 2.1, an individual who
is a Covered Employee of Westchester RESCO Co. L.P. on February 1, 1990
shall become a Participant as of such date. Any other Eligible Employee of
Westchester RESCO Co. L.P. shall become a Participant on the Entry Date
following the day as of which he/she is an Eligible Employee and has
completed a one-year period during which he/she completed 500 or more Hours
of Service; provided, however, that an individual's satisfaction of this
service requirement as of any Entry Date shall constitute satisfaction
thereof as of all subsequent Entry Dates, regardless of any intervening
interruption of his/her employment.
A.5 Section 6.7 shall be amended by adding the following subparagraph:
Notwithstanding the foregoing, solely with respect to employees of
Westchester RESCO Co. L.P., such period or periods of employment shall
include any period or periods when Westchester RESCO Co. L.P. was not a
Participating Employer.
A.6 Section 6.8A shall be added to read as follows:
6.8A Special Provisions Applicable to Westchester RESCO Co. L.P..
Notwithstanding the foregoing provisions of Section 6.8, if a Member who is
a Covered Employee of Westchester RESCO Co. L.P. has a Break in Service and
if, on the last day of a Plan Year included in such Break in Service,
he/she is not an Employee, his/her Retirement Account shall be forfeited as
of such day except to the extent that his/her interest therein is vested as
of such day in accordance with the provisions of Section 6.6. Any amount
so forfeited shall not longer remain credited to this Retirement Account,
but shall be allocated among other Participants in the manner prescribed in
Section 5.10. A termination of employment, as such, shall not cause a
forfeiture; however, employment, as such, shall not cause a forfeiture;
however, a Break in Service resulting from a Participant's termination of
employment will give rise to a forfeiture to the extent and in the manner
provided in Section 6.8. Upon termination of employment, a Participant
whose interest in his/her Retirement Contribution Account is entirely
nonvested at that time shall be deemed to have received a lump-sum
distribution of the vested portion of his/her accrued benefit in the amount
of "zero" dollars. The nonvested balance of the Retirement Account of a
Participant who is deemed to have received such a distribution shall b
treated as a forfeiture as of the last day of the Plan Year in which such
distribution is deemed to have occurred.
Notwithstanding any of the foregoing provisions of this Section 6.8A, if
any portion of the Retirement Account of a Participant is forfeited, such
portion shall be
A-2
<PAGE>
restored to the Retirement Account of the Participant is forfeited, such
portion shall be restored to the Retirement Account of the Participant if
such Participant becomes a Covered Employee before his/her Break in Service
includes five consecutive Plan Years. No portion of the restored amount
shall vest until the Member has completed a period of Service of at least
12 consecutive months after reemployment.
A.7 Section 4.1, Section 4.2, and Section 4.3, regarding After-Tax
Contributions, shall be inapplicable to Covered Employees of Westchester
RESCO Co. L.P. and all references in the Plan relating to After-Tax
Contributions shall be inoperative with respect to such Covered Employees.
A.8 Section 4.4 shall be amended so that the second complete sentence reads as
follows:
Such rollover contributions or transfers shall be made to the Rollover
Account or, if such amount is attributable to Qualified Voluntary Employee
Contributions made by the Employee to a prior qualified plan in accordance
with section 219(e) of the Internal Revenue Code and such treatment is
permitted under the Internal Revenue Code, to his/her Deductible Employee
Contribution Account; provided, however, that such rollover contributions
or transfers made on behalf of a Covered Employee of Westchester RESCO Co.
L.P. shall be made to the Retirement Account.
A.9 Section 3.2, Section 3.3, Section 3.4 and Section 5.18 shall be
inapplicable to Covered Employees of Westchester RESCO Co. L.P., and all
references in the Plan relating to Before-Tax Contributions, Matching
Employer Contributions, Before-Tax Account, Matching Account, Deductible
Employees Contribution Account, and the Supplement Benefit Plan shall be
inoperative with respect to such Covered Employees.
A-3
<PAGE>
A.10 Section 3.5A shall be added:
3.5A Special Provisions Applicable to Westchester RESCO Co. L.P.
Notwithstanding the foregoing provisions of Section 3.5, for each Plan
Year, Westchester RESCO Co. L.P. shall contribute to the Plan such amount,
if any, as shall be determined by the Board of Directors, which combined
with forfeitures as provided in Section 6.8, shall be in accordance with
the applicable collective bargaining agreement. Any such Retirement
Contribution shall be allocated among all Covered Employees who are
Participants as of the last day of a Plan Year for which such Retirement
Contribution is made and are employees of Westchester RESCO Co., L.P. shall
not be entitled to receive a Retirement Contribution. Contributions shall
be allocated among the Retirement Accounts of such Covered Employees in
proportion to their relative Compensation during the Plan Year.
A.11 Section 5.8A shall be added to read as follows:
5.8A Special Provisions Applicable to Westchester RESCO Co. L.P..
Notwithstanding the foregoing provisions of Section 5.8, as of the last day
of each Plan Year, an amount equal to the aggregate value of all interests
in the Trust Fund which have been forfeited as of that day pursuant to
Section 6.8 shall be allocated among the Retirement Accounts of those
Covered Employees to whom the Retirement Contributions of Westchester RESCO
Co. L.P. are allocated as of that date pursuant to Section 5.8, in the
proportion which the Compensation of each such Participant for that Plan
Year. Notwithstanding the foregoing, no allocation shall be made to a
Participant's Retirement Account to the extent such allocation would cause
the limitations set forth in Section 5.14 to be exceeded. If the amount of
forfeitures applied under this Section 5.8A to the Retirement Accounts of
Participants entitled to a restoration in accordance with Section 6.8 is
not sufficient to provide for all restorations required under Section 6.8,
Westchester RESCO Co. L.P. shall make a further contribution out of its
current or accumulated profits to the extent of the difference.
A.12 Article 7, Distributions, shall only apply to the extent it addresses
payments of amount in a Covered Employee's Retirement Account. Sections
7.7, 7.8, 7.9 and 7.11 (in-service withdrawals) and Section 7.10 (loans)
shall be inapplicable to Covered Employees of Westchester RESCO Co. L.P.
A-4
<PAGE>
APPENDIX B
APPLICABLE TO
BIO GRO SYSTEMS, INC.
---------------------
This Appendix B sets forth provisions applicable to Participants in
the Plan who were employees of Bio Gro Systems, Inc. ("Bio Gro") on September
30, 1991, who became Participants in the Plan on October 1, 1991, and whose
assets and liabilities were subsequently transferred from the Bio Gro Systems,
Inc. 401(k) Profit Sharing Trust to the Trust ("Former Bio Gro Participant").
Except to the extent expressly modified by this Appendix B, the provisions of
the Plan, including the Appendices thereto, shall apply to the participation of
such Covered Employees. The provisions of this Appendix B shall, unless
provided otherwise, be effective as of October 1, 1991.
B.1 A new definition of Bio Gro Plan shall be added to read as follows:
Bio Gro Plan means the Bio Gro Systems, Inc. 401(k) Profit Sharing
Plan as in effect on September 30, 1991, just prior to its merger into this
Plan.
B.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Bio Gro Systems, Inc.
Notwithstanding the foregoing provisions of Section 2.1, a Former Bio Gro
Participant who is an Eligible Employee on October 1, 1991, shall become a
Participant as of such date. Any other Eligible Employee of Bio Gro shall
become a Participant on the Entry Date following the day on which he/she is
an Eligible Employee and has completed a six-month period during which
he/she completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
B.3 Section 6.7 shall be amended by adding the following subparagraph:
Notwithstanding the foregoing, solely with respect to Former Bio Gro
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Bio Gro Plan.
B-1
<PAGE>
B.4 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of October 1, 1991, with respect to Former Bio Gro
Participants.
B.5 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of September 30, 1991, the
Bio Gro Plan shall be merged into this Plan with all accrued benefits under
the Bio Gro Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Bio Gro Plan.
B-2
<PAGE>
APPENDIX C
APPLICABLE TO
DESIGNATED CRAFT EMPLOYEES
OF THE RUST GROUP OF COMPANIES
------------------------------
This Appendix C sets forth provisions applicable to certain hourly
paid employees of the Rust Group of Companies on or after January 1, 1992
("Craft Employees"). Except to the extent expressly modified by this Appendix
C, the provisions of the Plan, including the Appendices thereto, shall apply to
the participation of such Craft Employees. The provisions of this Appendix C
shall, unless provided otherwise, be effective as of January 1, 1992.
C.1. Add a definition of Amoco Project to read as follows:
Amoco Project: A project undertaken by Rust Plant Services for Amoco
Oil Company in Decatur, Alabama.
C.2. The definition of Eligible Employee shall read as follows:
Eligible Employee: Solely with respect to hourly paid Employees of
the RUST Group of Companies, such Employee is a Designated Craft Employee
who is not a Member of a Collective Bargaining Unit.
C.3. The definition of Compensation shall read as follows:
"Compensation" means for any Plan Year, amounts paid to the individual
by an Employer while the individual is a Participant (commonly known as W-
2 compensation), which amounts include wages defined in Code Section
3401(a) for purposes of income tax withholding at the source, and all
other payments of compensation to the individual by an Employer for which
the Participating Employer is required to furnish the individual a written
statement under Code Sections 6041(d) and 6051(a)(3), but determined
without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed, disregarding all compensation during
the Plan Year in excess of $200,000 ($150,000 beginning with the 1994 Plan
Year) (or such greater amount as may be applicable to the Plan Year
C-1
<PAGE>
in accordance with the adjustments for increases in the cost of living
pursuant to regulations under Code Section 401(a)(17)).
C.4. Add a definition of Designated Craft Employee to read as follows:
"Designated Craft Employee" means an individual who is an hourly paid
manual or non-manual employee employed by one of the RUST Group of
Companies in a company, division or unit that is designated by the
Administrative Committee to participate in the Plan under the terms of this
Appendix.
C.5. The definition of Entry Date shall be amended to read as follows:
"Entry Date" means the first day of any payroll period.
C.6. The definition of Retirement Account shall be amended by adding a new
sentence to the end thereof to read as follows:
Notwithstanding the foregoing, the Retirement Account of a Designated Craft
Employee shall include such amounts that have been rolled over in
accordance with Section 4.4.
C.7. Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Designated Craft Employees. Any
Designated Craft Employee shall become a Participant on the next Enrollment
Date following the day on which he/she is an Eligible Employee and has
completed 1000 or more Hours of Service during the immediately preceding 12
calendar months; provided, that any Designated Craft Employee employed at
the Amoco Project on December 2, 1991, who had completed 6 months of full
time employment with a prior employer at the Amoco Project prior to
December 2, 1991, shall become a Participant on December 2, 1991. An
individual's satisfaction of the service requirement in the preceding
sentence as of any Entry Date shall constitute satisfaction thereof as of
all subsequent Entry Dates, regardless of any intervening interruption of
his/her employment. For purposes of measuring the 12-month period
described above, the first such period shall commence on January 1, 1992,
except that for Designated Craft Employees who are employed at the Amoco
Project, the first 12-month period shall commence on December 2, 1991.
C.8. A new Section 6.6A shall be added to read as follows:
C-2
<PAGE>
6.6A. Special Provision Application to Designated Craft Employees. A
Designated Craft Employee's interest in his/her Retirement Account shall
be fully vested and nonforfeitable at all times.
C.9. Section 4.1, Section 4.2, and Section 4.3, regarding After-Tax
Contributions, shall be inapplicable to Designated Craft Employees and all
references in the Plan relating to After-Tax Contributions shall be
inoperative with respect to such Designated Craft Employees.
C.10. Section 4.4 shall be amended so that the third complete sentence reads as
follows:
Such rollover contributions or transfers shall be made to the Rollover
Account or, if such amount is attributable to Qualified Voluntary Employee
Contributions made by the Employee to a prior qualified plan in accordance
with section 219(e) of the Internal Revenue Code and such treatment is
permitted under the Internal Revenue Code, to his/her Deductible Employee
Contribution Account; provided, however, that such rollover contributions
or transfers made on behalf of a Designated Craft Employee shall be made
to such Employee's Retirement Account.
C.11. Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 5.16 shall
be inapplicable to Designated Craft Employees, and all references in the
Plan relating to Before-Tax Contributions, Matching Employer
Contributions, Before-Tax Account, Matching Account, Deductible Employee
Contribution Account, and the Supplemental Benefit Plan shall be
inoperative with respect to such Designated Craft Employees.
C-3
<PAGE>
C.12. The first paragraph of Section 3.6 shall be amended to read as follows:
For each Plan Year, each Company employing a Designated Craft Employee
shall make a Retirement Contribution to the Plan in an amount equal to 2%
of the aggregate Compensation of each Designated Craft Employee who is a
Covered Employee or former Covered Employee of such Company entitled to an
allocation pursuant to the following sentence and may, in its discretion,
make one or more additional Retirement Contributions to the Plan;
provided, that the aggregate Compensation of Covered Employees and former
Covered Employees who became Members on December 2, 1991 pursuant to
Section 3.2 shall also include Compensation from December 2, 1991 through
December 31, 1991. A Retirement Contribution shall be allocated among all
Covered Employees and former Covered Employees who are Members and who
have completed 200 or more Hours of Service during the Plan Year. A
Retirement Contribution shall be allocated among the Retirement Accounts
of such Covered Employees and former Covered Employees in proportion to
their relative Compensation during the period beginning with the first day
of the Plan Year or other allocation period for which such Retirement
Contribution is made and ending with the last day of the month during such
Plan Year or other allocation period for which such Retirement
Contribution is made. Notwithstanding the foregoing, beginning with the
1995 Plan Year, the amount, if any, of the Retirement Contribution shall
be entirely discretionary.
C.13. Article 7. Distributions, shall only apply to the extent it addresses
payments of amounts in a Participant's Retirement Account. Section 7.7,
7.8, 7.9 and 7.11 (in-service withdrawals) and Section 7.10 (loans) shall
be inapplicable to Designated Craft Employees.
C-4
<PAGE>
APPENDIX D
APPLICABLE TO
DONOHUE ASSOCIATES INC.
-----------------------
This Appendix D sets forth provisions applicable to Participants in
the Plan who were employees of Donohue Associates Inc. ("Donohue") on December
31, 1992, who became Participants in the Plan on May 1, 1992, and whose assets
and liabilities were subsequently transferred from the Donohue Associates Inc.
Retirement Savings Plan to the Trust ("Former Donohue Participants"). Except to
the extent expressly modified by this Appendix D, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former Donohue Participants. The provisions of this Appendix D shall, unless
provided otherwise, be effective as of May 1, 1992.
D.1 A new definition of Donohue Plan shall be added to read as follows:
"Donohue Plan" means the Donohue Associates Inc. Retirement Savings
Plan as in effect on April 30, 1992, just prior to its merger into this
Plan.
D.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Donohue Associates Inc..
Notwithstanding the foregoing provisions of Section 2.1, a Former Donohue
Participant and who is an Eligible Employee on May 1, 1992, shall become a
Participant as of such date. Any other Eligible Employee of Donohue shall
become a Participant on the Entry Date following the day on which he/she is
an Eligible Employee and has completed a six-month period during which he
completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
D-1
<PAGE>
D.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Donohue
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Donohue Plan.
D.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of April 30, 1992, the
Donohue Plan shall be merged into this Plan with all accrued benefits under
the Donohue Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Donohue Plan.
D-2
<PAGE>
APPENDIX E
APPLICABLE TO
ALFRED CREW CONSULTING ENGINEERS INC.
-------------------------------------
This Appendix E sets forth provisions applicable to Participants in
the Plan who were employees of Alfred Crew Consulting Engineers Inc. ("Alfred
Crew") on June 30, 1992, who became Participants in the Plan on July 1, 1992,
and whose assets and liabilities were subsequently transferred from the Alfred
Crew Consulting Engineers Inc. Profit Sharing Plan to the Trust ("Former Alfred
Crew Participants"). Except to the extent expressly modified by this Appendix
E, the provisions of the Plan, including the Appendices thereto, shall apply to
the participation of such Former Alfred Crew Participants. The provisions of
this Appendix E shall, unless provided otherwise, be effective as of July 1,
1992.
E.1 A new definition of Alfred Crew Plan shall be added to read as follows:
"Alfred Crew Plan" means the Alfred Crew Consulting Engineers Inc.
Profit Sharing Plan as in effect on June 30, 1992, just prior to its merger
into this Plan.
E.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Alfred Crew Consulting Engineers
Inc.. Notwithstanding the foregoing provisions of Section 2.1, a Former
Alfred Crew Participant and who is an Eligible Employee on July 1, 1992,
shall become a Participant as of such date. Any other Eligible Employee of
Alfred Crew shall become a Participant on the Entry Date following the day
on which he/she is an Eligible Employee and has completed a six-month
period during which he/she completed 500 or more Hours of Service;
provided, however, that an individual's satisfaction of this service
requirement as of any Entry Date shall constitute satisfaction thereof as
of all subsequent Entry Dates, regardless of any intervening interruption
of his/her employment.
E-1
<PAGE>
E.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Alfred
Crew Participants, such period or periods of employment shall include any
period or periods previously credited to that employee under the Alfred
Crew Plan.
E.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of June 30, 1992, the Alfred
Crew Plan shall be merged into this Plan with all accrued benefits under
the Alfred Crew Plan becoming accrued benefits under this Plan. To the
extent required by law or otherwise appropriate, the provisions of this
Appendix and the applicable provisions of the Plan (including those
relating to the Tax Reform Act of 1986 and related laws and regulations)
shall be deemed to apply retroactively to the Alfred Crew Plan.
E-2
<PAGE>
APPENDIX F
APPLICABLE TO
CPC ENGINEERING CORPORATION
---------------------------
This Appendix F sets forth provisions applicable to Participants in
the Plan who were employees of CPC Engineering Corporation ("CPC") on June 30,
1992, who became Participants in the Plan on July 1, 1992, and whose assets and
liabilities were subsequently transferred from the CPC Engineering Corporation
Profit Sharing Plan to the Trust ("Former CPC Participants"). Except to the
extent expressly modified by this Appendix F, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former CPC Participants. The provisions of this Appendix F shall, unless
provided otherwise, be effective as of July 1, 1992.
F.1 A new definition of CPC Plan shall be added to read as follows:
"CPC Plan" means the CPC Engineering Corporation Profit Sharing Plan
as in effect on June 30, 1992, just prior to its merger into this Plan.
F.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to CPC Engineering Corporation.
Notwithstanding the foregoing provisions of Section 2.1, a Former CPC
Participant and who is an Eligible Employee on July 1, 1992, shall become a
Participant as of such date. Any other Eligible Employee of CPC shall
become a Participant on the Entry Date following the day on which he/she is
an Eligible Employee and has completed a six-month period during which
he/she completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
F-1
<PAGE>
F.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former CPC
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the CPC Plan.
F.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of June 30, 1992, the CPC
Plan shall be merged into this Plan with all accrued benefits under the CPC
Plan becoming accrued benefits under this Plan. To the extent required by
law or otherwise appropriate, the provisions of this Appendix and the
applicable provisions of the Plan (including those relating to the Tax
Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the CPC Plan.
F-2
<PAGE>
APPENDIX G
APPLICABLE TO
APPLIED ENVIRONMENTAL CONSULTING INC.
-------------------------------------
This Appendix G sets forth provisions applicable to Participants in
the Plan who were employees of Applied Environmental Consulting Inc. ("Applied
Environmental") on December 31, 1992, who became Participants in the Plan on
August 1, 1992, and whose assets and liabilities were subsequently transferred
from the Applied Environmental Consulting Inc. 401(k) Plan to the Trust ("Former
Applied Environmental Participants"). Except to the extent expressly modified
by this Appendix G, the provisions of the Plan, including the Appendices
thereto, shall apply to the participation of such Former Applied Environmental
Participants. The provisions of this Appendix G shall, unless provided
otherwise, be effective as of August 1, 1992.
G.1 A new definition of Applied Environmental Plan shall be added to read as
follows:
"Applied Environmental Plan" means the Applied Environmental
Consulting Inc. 401(k) Plan as in effect on July 31, 1992, just prior to
its merger into this Plan.
G.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Applied Environmental Consulting
Inc.. Notwithstanding the foregoing provisions of Section 2.1, a Former
Applied Environmental Participant and who is an Eligible Employee on August
1, 1992, shall become a Participant as of such date. Any other Eligible
Employee of Applied Environmental shall become a Participant on the Entry
Date following the day on which he/she is an Eligible Employee and has
completed a six-month period during which he/she completed 500 or more
Hours of Service; provided, however, that an individual's satisfaction of
this service requirement as of any Entry Date shall constitute satisfaction
thereof as of all subsequent Entry Dates, regardless of any intervening
interruption of his/her employment.
G-1
<PAGE>
G.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Applied
Environmental Participants, such period or periods of employment shall
include any period or periods previously credited to that employee under
the Applied Environmental Plan.
G.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of July 31, 1992, the
Applied Environmental Plan shall be merged into this Plan with all accrued
benefits under the Applied Environmental Plan becoming accrued benefits
under this Plan. To the extent required by law or otherwise appropriate,
the provisions of this Appendix and the applicable provisions of the Plan
(including those relating to the Tax Reform Act of 1986 and related laws
and regulations) shall be deemed to apply retroactively to the Applied
Environmental Plan.
G-2
<PAGE>
APPENDIX H
ENVIROTECH OPERATING SERVICES
-----------------------------
This Appendix H sets forth provisions applicable to Participants in
the Plan who were employees of Envirotech Operating Services at the Great Falls,
Montana facility are covered by a collective bargaining agreement with the Great
Falls Craft Council. Except to the extent expressly modified by this Appendix
H, the provisions of the Plan, including the Appendices thereto, shall apply to
the participation of such Covered Employees. The provisions of this Appendix H
shall, unless provided otherwise, be effective as of October 1, 1992.
H.1. The definition of Compensation is amended to take into account base pay
only and not overtime or bonuses.
H-1
<PAGE>
APPENDIX I
APPLICABLE TO
AMCEC CORPORATION
-----------------
This Appendix I sets forth provisions applicable to Participants in
the Plan who were employees of AMCEC Corporation ("AMCEC") on December 31, 1992,
who became Participants in the Plan on January 1, 1993, and whose assets and
liabilities were subsequently transferred from the AMCEC Corporation 401(k)
Profit Sharing Plan to the Wheelabrator Technologies Inc. Savings and Retirement
Trust ("Former AMCEC Participants"). Except to the extent expressly modified by
this Appendix I, the provisions of the Plan, including the Appendices thereto,
shall apply to the participation of such Former AMCEC Participants. The
provisions of this Appendix I shall, unless provided otherwise, be effective as
of January 1, 1993.
I.1 A new definition of AMCEC Plan shall be added to read as follows:
AMCEC Plan" means the AMCEC Corporation 401(k) Profit Sharing Plan as
in effect on December 31, 1992, just prior to its merger into this Plan.
I.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to AMCEC Corporation.
Notwithstanding the foregoing provisions of Section 2.1, a Former AMCEC
Participant and who is an Eligible Employee on January 1, 1993, shall
become a Participant as of such date. Any other Eligible Employee of AMCEC
shall become a Participant on the Entry Date following the day on which
he/she is an Eligible Employee and has completed a six-month period during
which he/she completed 500 or more Hours of Service; provided, however,
that an individual's satisfaction of this service requirement as of any
Entry Date shall constitute satisfaction thereof as of all subsequent Entry
Dates, regardless of any intervening interruption of his/her employment.
I-1
<PAGE>
I.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former AMCEC
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the AMCEC Plan.
I.4 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of January 1, 1993, with respect to Former AMCEC Participants.
I.5 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1992, the
AMCEC Plan shall be merged into this Plan with all accrued benefits under
the AMCEC Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the AMCEC Plan.
I-2
<PAGE>
APPENDIX J
APPLICABLE TO
ENVIROLAND INC., 401(K) SALARY REDUCTION PLAN
---------------------------------------------
This Appendix J sets forth provisions applicable to Participants in
the Plan who were employees of Enviroland Inc. ("Enviroland") on December 31,
1992, who became Participants in the Plan on January 1, 1993, and whose assets
and liabilities were subsequently transferred from the Enviroland Inc. 401(k)
Salary Reduction Plan ("Enviroland Plan") to the Trust ("Former Enviroland
Participants"). Except to the extent expressly modified by this Appendix J, the
provisions of the Plan, including the Appendices thereto, shall apply to the
participation of such Former Enviroland Participants. The provisions of this
Appendix J shall, unless provided otherwise, be effective as of January 1, 1993.
J.1 A new definition of Enviroland Plan shall be added to read as follows:
"Enviroland Plan" means the Enviroland Inc. 401(k) Salary Reduction
Plan as in effect on December 31, 1992, just prior to its merger into this
Plan.
J.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Enviroland, Inc.
Notwithstanding the foregoing provisions of Section 2.1, a Former
Enviroland Participant who is an Eligible Employee on January 1, 1993,
shall become a Participant as of such date. Any other Eligible Employee of
Enviroland shall become a Participant on the Enrollment Date following the
day on which he/she is an Eligible Employee and has completed a six-month
period during which he/she completed 500 or more Hours of Service;
provided, however, that an individual's satisfaction of this service
requirement as of any Entry Date shall constitute satisfaction thereof as
of all subsequent Entry Dates, regardless of any intervening interruption
of his/her employment.
J-1
<PAGE>
J.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former
Enviroland Participants, such period or periods of employment shall include
any period or periods previously credited to that employee under the
Enviroland Plan.
J.4 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of January 1, 1993, with respect to Former Enviroland
Participants.
J.5 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1992, the
Enviroland Plan shall be merged into this Plan with all accrued benefits
under the Enviroland Plan becoming accrued benefits under this Plan. To
the extent required by law or otherwise appropriate, the provisions of this
Appendix and the applicable provisions of the Plan (including those
relating to the Tax Reform Act of 1986 and related laws and regulations)
shall be deemed to apply retroactively to the Enviroland Plan.
J-2
<PAGE>
APPENDIX K
APPLICABLE TO
AME
---
This Appendix K sets forth provisions applicable to Participants in
the Plan who were employees of AME ("AME") on December 31, 1992, who became
Participants in the Plan on January 1, 1993, and whose assets and liabilities
were subsequently transferred from the AME Salary Savings Plan to the Trust
("Former AME Participants"). Except to the extent expressly modified by this
Appendix K, the provisions of the Plan, including the Appendices thereto, shall
apply to the participation of such Former AME Participants. The provisions of
this Appendix K shall, unless provided otherwise, be effective as of January 1,
1993.
K.1 A new definition of AME Plan shall be added to read as follows:
"AME Plan" means the AME Salary Savings Plan as in effect on December
31, 1992, just prior to its merger into this Plan.
K.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to AME. Notwithstanding the
foregoing provisions of Section 2.1, a Former AME Participant and who is an
Eligible Employee on January 1, 1993, shall become a Participant as of such
date. Any other Eligible Employee of AME shall become a Participant on the
Entry Date following the day on which he/she is an Eligible Employee and
has completed a six-month period during which he/she completed 500 or more
Hours of Service; provided, however, that an individual's satisfaction of
this service requirement as of any Entry Date shall constitute satisfaction
thereof as of all subsequent Entry Dates, regardless of any intervening
interruption of his/her employment.
K.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
K-1
<PAGE>
Notwithstanding the foregoing, solely with respect to Former AME
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the AME Plan.
K.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1992, the
AME Plan shall be merged into this Plan with all accrued benefits under the
AME Plan becoming accrued benefits under this Plan. To the extent required
by law or otherwise appropriate, the provisions of this Appendix and the
applicable provisions of the Plan (including those relating to the Tax
Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the AME Plan.
K-2
<PAGE>
APPENDIX L
APPLICABLE TO
ALTECH INSTRUMENTATION SYSTEMS
------------------------------
This Appendix L sets forth provisions applicable to Participants in
the Plan who were employees of Altech Instrumentation Systems ("Altech") on
December 31, 1992, who became Participants in the Plan on January 1, 1993, and
whose assets and liabilities were subsequently transferred from the Altech
Instrumentation Systems Inc. Profit Sharing Plan to the Trust ("Former Altech
Participants"). Except to the extent expressly modified by this Appendix L, the
provisions of the Plan, including the Appendices thereto, shall apply to the
participation of such Former Altech Participants. The provisions of this
Appendix L shall, unless provided otherwise, be effective as of January 1, 1993.
L.1 A new definition of Altech Plan shall be added to read as follows:
"Altech Plan" means the Altech Instrumentation Systems Inc. Profit
Sharing Plan as in effect on December 31, 1992, just prior to its merger
into this Plan.
L.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Altech Instrumentation Systems.
Notwithstanding the foregoing provisions of Section 2.1, a Former Altech
Participant and who is an Eligible Employee on January 1, 1993, shall
become a Participant as of such date. Any other Eligible Employee of
Altech shall become a Participant on the Entry Date following the day on
which he/she is an Eligible Employee and has completed a six-month period
during which he/she completed 500 or more Hours of Service; provided,
however, that an individual's satisfaction of this service requirement as
of any Entry Date shall constitute satisfaction thereof as of all
subsequent Entry Dates, regardless of any intervening interruption of
his/her employment.
L-1
<PAGE>
L.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Altech
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Altech Plan.
L.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1992, the
Altech Plan shall be merged into this Plan with all accrued benefits under
the Altech Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Altech Plan.
L-2
<PAGE>
APPENDIX M
APPLICABLE TO
ARI-NSC
-------
This Appendix M sets forth provisions applicable to Participants in
the Plan who were employees of ARI-NSC on December 31, 1992, who became
Participants in the Plan on January 1, 1993, and whose assets and liabilities
were subsequently transferred from the ARI-NSC Employee's 401(k) Savings and
Retirement Plan to the Trust ("Former ARI-NSC Participants"). Except to the
extent expressly modified by this Appendix M, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former ARI-NSC Participants. The provisions of this Appendix M shall, unless
provided otherwise, be effective as of January 1, 1993.
M.1 A new definition of ARI-NSC Plan shall be added to read as follows:
"ARI-NSC Plan" means the ARI-NSC Employee's 401(k) Savings and
Retirement Plan as in effect on December 31, 1992, just prior to its merger
into this Plan."
M.2 Section 2.1A shall be added to read as follows:
"2.1A Special Provision Applicable to ARI-NSC. Notwithstanding the
foregoing provisions of Section 2.1, a Former ARI-NSC Participant and who
is an Eligible Employee on January 1, 1993, shall become a Participant as
of such date. Any other Eligible Employee of ARI-NSC shall become a
Participant on the Entry Date following the day on which he/she is an
Eligible Employee and has completed a six-month period during which he/she
completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment."
M-1
<PAGE>
M.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former ARI-NSC
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the ARI-NSC Plan.
M.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1992, the
ARI-NSC Plan shall be merged into this Plan with all accrued benefits under
the ARI-NSC Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the ARI-NSC Plan.
M-2
<PAGE>
APPENDIX N
APPLICABLE TO
HYDRO SERVICES
--------------
This Appendix N sets forth provisions applicable to Participants in
the Plan who were employees of Hydro Services ("Hydro") on December 31, 1992,
who became Participants in the Plan on January 1, 1993, and whose assets and
liabilities were subsequently transferred from the Hydro Services Employees
Profit Sharing Plan to the Trust ("Former Hydro Participants"). Except to the
extent expressly modified by this Appendix N, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former Hydro Participants. The provisions of this Appendix N shall, unless
provided otherwise, be effective as of January 1, 1993.
N.1 A new definition of Hydro Plan shall be added to read as follows:
"Hydro Plan" means the Hydro Services Employees Profit Sharing Plan as
in effect on December 31, 1992, just prior to its merger into this Plan.
N.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Hydro Services. Notwithstanding
the foregoing provisions of Section 2.1, a Former Hydro Participant and who
is an Eligible Employee on January 1, 1993, shall become a Participant as
of such date. Any other Eligible Employee of Hydro shall become a
Participant on the Entry Date following the day on which he/she is an
Eligible Employee and has completed a six-month period during which he/she
completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
N-1
<PAGE>
N.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Hydro
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Hydro Plan.
N.4 A new Section 7.8A shall be added to read as follows:
7.8A Withdrawal of Accounts Prior to Termination of Employment.
(a) Subject to such conditions and procedures which may be
prescribed by the Administrative Committee, a Former Hydro Participant who
has attained age 59 1/2 may request a withdrawal from his/her Before-Tax,
After-Tax, Rollover and Matching Accounts prior to termination of
employment by filing a written request with the Administrative Committee.
By filing such notice and executing such forms as shall be prescribed by
the Administrative Committee, any such Participant may withdraw, in a lump
sum in cash, effective as of the date coinciding with such withdrawal, the
amount specified in such notice which shall not exceed the amount remaining
in such Participant's Before-Tax, After-Tax, Rollover and Matching Accounts
after deducting the value of any loan allocable thereto and outstanding to
such Participant pursuant to Section 7.10.
(b) Subject to such conditions and procedures which may be
prescribed by the Administrative Committee a Former Hydro Services
Participant who has not yet attained age 59-1/2 may withdraw any vested
amount of his/her Matching Account that has been allocated to such account
for at lest two years. By filing such notice and executing such forms as
shall be prescribed by the Administrative Committee any such Participant
may withdraw in a lump sum in cash, effective as of the date coinciding
with such withdrawal, the amount specified in such notice which shall not
exceed the amount remaining in such Participant's Matching Account after
deducting the value of any loan allocable thereto and outstanding to such
Participant pursuant to Section 7.10.
(c) To the extent required by the applicable laws and
regulations, any Former Hydro Participant who elects a withdrawal under
this Section 7.8A may also elect that the portion of such withdrawal other
than that representing a return of his/her After-Tax Contributions be
distributed by transfer to an Eligible Retirement Plan.
N.5 Section 11.5A shall be added to read as follows:
N-2
<PAGE>
11.5A Merger. Effective as of the close of December 31, 1992, the
Hydro Plan shall be merged into this Plan with all accrued benefits under
the Hydro Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Hydro Plan.
N-3
<PAGE>
APPENDIX O
APPLICABLE TO
BURTON, ADAMS, KEMP & KEREG, INC.
---------------------------------
This Appendix O sets forth provisions applicable to Participants in
the Plan who were employees of Burton, Adams, Kemp & Kereg, Inc. ("Burton") on
January 31, 1993, who became Participants in the Plan on February 1, 1993, and
whose assets and liabilities were subsequently transferred from the Burton,
Adams, Kemp & Kereg, Inc. 401(k) Plan to the Trust ("Former Burton
Participants"). Except to the extent expressly modified by this Appendix O, the
provisions of the Plan, including the Appendices thereto, shall apply to the
participation of such Former Burton Participants. The provisions of this
Appendix O shall, unless provided otherwise, be effective as of February 1,
1993.
O.1 A new definition of Burton Plan shall be added to read as follows:
"Burton Plan" means the Burton, Adams, Kemp & Kereg, Inc. 401(k) Plan
as in effect on January 31, 1993, just prior to its merger into this Plan.
O.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Burton, Adams, Kemp & Kereg,
Inc.. Notwithstanding the foregoing provisions of Section 2.1, a Former
Burton Participant and who is an Eligible Employee on February 1, 1993,
shall become a Participant as of such date. Any other Eligible Employee of
Burton shall become a Participant on the Entry Date following the day on
which he/she is an Eligible Employee and has completed a six-month period
during which he/she completed 500 or more Hours of Service; provided,
however, that an individual's satisfaction of this service requirement as
of any Entry Date shall constitute satisfaction thereof as of all
subsequent Entry Dates, regardless of any intervening interruption of
his/her employment.
O-1
<PAGE>
O.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Burton
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Burton Plan.
O.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of January 31, 1993, the
Burton Plan shall be merged into this Plan with all accrued benefits under
the Burton Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Burton Plan.
O-2
<PAGE>
APPENDIX P
APPLICABLE TO
AMERIQUEST, INC.
----------------
This Appendix P sets forth provisions applicable to Participants in
the Plan who were employees of AmeriQuest, Inc. ("AmeriQuest") on May 31, 1993,
who became Participants in the Plan on June 1, 1993, and whose assets and
liabilities were subsequently transferred from the AmeriQuest, Inc. 401(k)
Profit Sharing Plan to the Trust ("Former AmeriQuest Participants"). Except to
the extent expressly modified by this Appendix P, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former AmeriQuest Participants. The provisions of this Appendix P shall, unless
provided otherwise, be effective as of June 1, 1993.
P.1 A new definition of AmeriQuest Plan shall be added to read as follows:
"AmeriQuest Plan" means the AmeriQuest, Inc. 401(k) Profit Sharing
Plan as in effect on May 31, 1993, just prior to its merger into this Plan.
P.2 A new definition of Qualified Joint and Survivor Annuity shall be added to
read as follows:
"Qualified Joint and Survivor Annuity" for a married Participant is an
annuity for the life of a Participant with payments continued upon the
death of the Participant for the life of his/her spouse in an amount which
is 1/2 of the amount payable while the Participant was living and for an
unmarried Participant is an annuity for the life of the Participant only.
P.3 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to AmeriQuest, Inc.
Notwithstanding the foregoing provisions of Section 2.1, a Former
AmeriQuest Participant who is an Eligible Employee on June 1, 1993, shall
become a Participant as of such date. Any other Eligible Employee of
AmeriQuest shall become a Participant on the Entry Date following the day
on which he/she is an Eligible Employee and has completed a six-month
period during which he/she completed 500 or more Hours of Service;
P-1
<PAGE>
provided, however, that an individual's satisfaction of this service
requirement as of any Entry Date shall constitute satisfaction thereof as
of all subsequent Entry Dates, regardless of any intervening interruption
of his/her employment.
P.4 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former
AmeriQuest Participants, such period or periods of employment shall include
any period or periods previously credited to that Employee under the
AmeriQuest Plan.
P.5 A Former AmeriQuest Participant may elect to receive the value of his/her
Accounts under Section 7.1 of the Plan in the form of a lump sum,
installment payments or in the form of an annuity contract, whether such
Participant terminates employment before, on, or after his/her Retirement
Date. If a Participant elects to receive such an annuity, the requirements
of the following Sections 7.1A and 7.1B apply. If a Participant does not
elect to receive the annuity, Sections 7.1A and 7.1B shall not apply.
7.1A Qualified Joint and Survivor Annuity.
(a) If a Participant elects an annuity distribution, distribution
of the portion of his/her Account attributable to the annuity shall be made
in the form of a Qualified Joint and Survivor Annuity unless the
Participant has elected not to receive a Qualified Joint and Survivor
Annuity pursuant to subsection (c) below.
(b) Benefits payable in the form of a Qualified Joint and
Survivor Annuity shall be paid by distributing to the Participant the
annuity contract. Any such annuity contract shall be nonassignable and
non-commutable and shall be subject to the election, consent, written
explanation and Survivor Annuity requirements set forth in Section 7.1B.
Delivery of such contract shall be in full satisfaction of the rights of
the Participant hereunder and upon delivery of any such contract, the
Participant shall look solely to the insurer issuing such contract for the
payment of benefits.
(c) A Participant may, within 90 days before his/her Annuity
Starting Date (the "Election Period"), elect not to receive a Qualified
Joint and Survivor Annuity. Such election may be revoked at any time
during the Election Period and if so revoked the Participant's benefit
shall automatically be paid in the form of a Qualified Joint and Survivor
Annuity unless he/she again elects within the Election Period not to
receive his/her benefit in such form. Elections and revocations may
continue to be made under this Section within the Election Period.
P-2
<PAGE>
Subject to the requirements of Section 7.1A(e), annuity payments may be
made over one of the following periods:
(1) the life of the Participant;
(2) the lives of the Participant and a designated
beneficiary, with the amount payable to the designated beneficiary
equal to 50% or 100% of the amount payable to the Participant;
(3) a period certain not extending beyond the life
expectancy of the Participant; and
(4) a period certain not extending beyond the life
expectancy of the Participant and designated beneficiary.
(d) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Qualified
Joint and Survivor Annuity, the Participant's right to make and the effect
of an election to waive it, the rights of the Participant's spouse, the
Participant's right to revoke an election to waive the Qualified Joint and
Survivor Annuity and the effect of such a revocation. This general
explanation shall be furnished to a Participant within a reasonable period
before the Participant's Annuity Starting Date.
(e) Any election under subsections 7.1A(c) or 7.1B(d) must have
the consent of the Participant's spouse to be effective unless, at the time
of filing such election, the Participant established to the satisfaction of
the Administrative Committee that the consent of the spouse could not be
obtained because such spouse could not be located or by reason of such
other circumstances as may be prescribed by regulations. Any consent (or
establishment that the consent could not be obtained) shall be effective
only with respect to such spouse. Such consent shall be in writing,
witnessed by a Plan representative or notary public, acknowledging the
effect of the election and the designation of the specific non-spouse
beneficiary, including any class of beneficiary or any contingent
beneficiary, to receive the Participant's Accounts in the Trust Fund in the
event of the Participant's death, and shall be irrevocable with respect to
such form and beneficiary designation.
7.1B Surviving Spouse Survivor Annuity.
(a) The Accounts of a Participant who dies prior to his/her
Annuity Starting Date, who is married on the date of his/her death and who
has elected to receive his/her Accounts in the form of an annuity shall be
distributed in the form of an annuity for the life of his/her surviving
spouse ("Survivor Annuity") unless such
P-3
<PAGE>
Participant has elected not to have benefits paid in the form of a Survivor
Annuity pursuant to subsection (d) below.
(b) Benefits payable in the form of a Survivor Annuity shall be
paid by distributing to the surviving spouse of the Participant the annuity
contract. Such annuity contract shall provide for level monthly payments
for the life of the surviving spouse commencing as soon as practicable
thereafter. Any such annuity contract shall be nonassignable and non-
commutable. Delivery of any such contract shall be in full satisfaction of
the rights of the Participant's spouse.
(c) Notwithstanding subsection (b) above, the surviving spouse of
a Participant may elect to receive a distribution of the balance of the
deceased Participant's Accounts in one lump sum, installments or in the
form of an annuity over a period certain not greater than his/her life
expectancy, subject to the requirements of Section 7.2(c). Such election
shall be made by filing an election with the Administrative Committee at
such time and in such manner as the Administrative Committee shall provide.
(d) A Participant may elect not to have a Survivor Annuity paid
to his/her surviving spouse. Such election may be made at any time during
the Election Period described in subsection (e) below. To be effective any
such election shall require the consent of the Participant's spouse as
provided in Section 7.1A(e). Any such election may be revoked by the
Participant within the Election Period.
(e) The Election Period shall commence on the first day of the
Plan Year in which the Participant attains age 35 and end on the earlier
of: (i) the date of the Participant's death or (ii) his/her Annuity
Starting Date; provided that, in the case of a Participant who separates
from service prior to attaining age 35, the Election Period shall commence
on the date of his/her separation from service.
(f) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Survivor
Annuity, the Participant's right to make and the effect of an election to
waive it, the rights of the Participant's spouse, the Participant's right
to revoke an election to waive the Survivor Annuity and the effect of such
a revocation.
P.6 In the event a Former AmeriQuest Participant dies prior to commencement of
his/her benefits, and the balance of the Participant's Accounts was not
distributed in accordance with Section 7.1B, the beneficiary may receive
the balance of such Participant's Accounts under Section 7.2 of the Plan in
the form of a lump sum, installments or an annuity contract. The annuity
may be for the life of the
P-4
<PAGE>
beneficiary or over a period certain not extending beyond the life
expectancy of the beneficiary, subject to the requirements of Section
7.2(c). If the beneficiary is the Participant's surviving spouse, or if the
Participant has not designated the form of distribution prior to his/her
death, the designated beneficiary must elect the method of distribution no
later than the date such distributions are required to begin in accordance
with Section 7.2(c).
P.7 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of June 1, 1993, with respect to Former AmeriQuest
Participants.
P.8 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of May 31, 1993, the
AmeriQuest Plan shall be merged into this Plan with all accrued benefits
under the AmeriQuest Plan becoming accrued benefits under this Plan. To
the extent required by law or otherwise appropriate, the provisions of this
Appendix and the applicable provisions of the Plan (including those
relating to the Tax Reform Act of 1986 and related laws and regulations)
shall be deemed to apply retroactively to the AmeriQuest Plan.
P-5
<PAGE>
APPENDIX Q
AMENDMENT APPLICABLE TO HOURLY PAID EMPLOYEES
PREVIOUSLY EMPLOYED BY THE BRAND COMPANIES, INC.
------------------------------------------------
This Appendix Q sets forth provisions applicable on and after June 1,
1993 to hourly paid employees previously employed by The Brand Companies, Inc.
Except to the extent expressly modified by this Appendix Q, the provisions of
the Plan, including the Appendices thereto, shall apply to the participation of
such employees. The provisions of this Appendix Q shall, unless provided
otherwise, be effective as of June 1, 1993.
Q.1. The definition of Eligible Employee shall read as follows:
"Eligible Employee" means solely with respect to hourly paid employees
previously employed by The Brand Companies, Inc., such employee's terms and
conditions of employment are not or were not covered by a collective
bargaining agreement. Such terms and conditions of employment are or were
covered by a collective bargaining agreement if there is evidence that
retirement benefits were the subject of good-faith bargaining between
representatives of such employee and his/her employer unless such
collective bargaining agreement makes this Plan applicable to such
employee."
Q.2. The definition of Compensation shall read as follows:
"Compensation" means for any Plan Year, amounts paid to the individual
by an Employer while the individual is a Participant (commonly known as W-2
compensation), which amounts include wages defined in Code Section 3401(a)
for purposes of income tax withholding at the source, and all other
payments of compensation to the individual by an Employer for which the
Employer is required to furnish the individual a written statement under
Code Sections 6041(d) and 6051(a)(3), but determined without regard to any
rules under Code Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or the services
performed, disregarding all compensation during the Plan Year in excess of
$200,000 ($150,000 beginning with the 1994 Plan Year) (or such greater
amount as may be applicable to the Plan Year in accordance with adjustment
for increases in the cost of living pursuant to regulation under Code
Section 401(a)(17)).
Q-1
<PAGE>
Earnings shall not include any amounts in excess of $200,000 ($150,000
beginning with the 1994 Plan Year), or such adjusted amount as the
Secretary of the Treasury may prescribe by regulation.
Q.3. The definition of Entry Date shall be amended to read as follows:
"Entry Date" is the first day of any payroll period.
Q.4. A new definition of Grandfathered Eligible Employee shall be added to read
as follows:
"Grandfathered Eligible Employee" means a Covered Employee initially
employed by RUST Industrial Services or RUST Construction Services who as
of April 1, 1993 and May 1, 1993, respectively, was contributing to the
Waste Management, Inc. Profit Sharing and Savings Plan. Such Employee
shall cease to be a Grandfathered Covered Employee with respect to the
ability to make Before-Tax Contributions upon the suspension or termination
of Before-Tax Contributions to the Plan, and with respect to the ability to
make After-Tax Contributions upon the suspension or termination of After-
Tax Contributions to the Plan. A Covered Employee shall be a Grandfathered
Covered Employee only with respect to the types of contributions (before-
tax and/or after-tax) previously made to the Waste Management, Inc. Profit
Sharing and Savings Plan.
Q.5. The definition of Retirement Account shall be amended by adding a new
sentence to the end thereof to read as follows:
Notwithstanding the foregoing, the Retirement Contribution Account of an
Employee shall include such amounts that have been rolled over in
accordance with Section 4.4.
Q.6. Section 2.1 shall be amended to read as follows:
2.1 Special Provision Applicable to Hourly Paid Employees Previously
Employed By The Brand Companies, Inc. An employee who, on June 1, 1993 is
a Covered Employee and has completed 1,000 or more Hours of Service during
the immediately preceding 12 calendar months shall become a Participant on
that date. Any other employee shall become a Participant on the next Entry
Date following the day on which he/she is a Covered Employee and has
completed 1000 or more Hours of Service during the immediately preceding 12
calendar months. An individual's satisfaction of the service requirement
in the preceding sentences
Q-2
<PAGE>
as of any Entry Date shall constitute satisfaction thereof as of all
subsequent Entry Dates, regardless of any intervening interruption of
his/her employment.
Q.7. A new Section 6.6A shall be added to read as follows:
6.6A Retirement Account. A Participant's interest in his/her
Retirement Account shall be fully vested and nonforfeitable at all times.
Q.8. Section 4.1, Section 4.2, and Section 4.3, regarding After-Tax
Contributions, shall be applicable only to Grandfathered Covered
Employees, and all references in the Plan relating to After-Tax
Contributions or to an Investment Account shall be operative only with
respect to such Grandfathered Covered Employees.
Q.9. Section 4.4 shall be amended so that the third complete sentence reads as
follows:
"Such rollover contributions or transfers shall be made to the Rollover
Account or, if such amount is attributable to Qualified Voluntary Employee
Contributions made by the Employee to a prior qualified plan in accordance
with section 219(e) of the Internal Revenue Code and such treatment is
permitted under the Internal Revenue Code, to his/her Deductible Employee
Contribution Account; provided, however, that such rollover contributions
or transfers made on behalf of an Employee shall be made to such
Employee's Retirement Account.
Q.10. Section 3.2, Section 3.3, Section 3.4 and Section 5.16 shall be applicable
only to Grandfathered Covered Employees, and all references in the Plan
relating to Before-Tax Contributions, Before-Tax Account, Matching
Account, Deductible Employee Contribution Account, and the Supplemental
Benefit Plan shall be operative only with respect to such Grandfathered
Covered Employees.
Q.11. The first paragraph of Section 3.5 shall be amended to read as follows:
For each Plan Year, each Company shall make a Retirement Contribution
to the Plan in an amount equal to 2% of the aggregate Compensation of each
employee who is a Covered Employee or former Covered Employee entitled to
an
Q-3
<PAGE>
allocation pursuant to the following sentence and may, in its discretion,
make one or more additional Retirement Contributions to the Plan. A
Retirement Contribution shall be allocated among all Covered Employees and
former Covered Employees who are Participants and who have completed 200
or more Hours of Service during the Plan Year. A Retirement Contribution
shall be allocated among the Retirement Contribution Accounts of such
Covered Employees and former Covered Employees in proportion to their
relative Earnings during the period beginning with the first day of the
Plan Year or other allocation period for which such Retirement
Contribution is made and ending with the last day of the month during such
Plan Year or other allocation period for which such Retirement
Contribution is made.
Q.12. Article 7, Plan Payments and Withdrawals, shall only apply to Covered
Employees to the extent it addresses payments of amounts in a
Participant's Retirement Account. Notwithstanding the foregoing, Sections
7.7, 7.8, 7.9 and 7.11 (in-service withdrawals) and Section 7.10 (loans)
shall be applicable only to Grandfathered Covered Employees.
Q-4
<PAGE>
APPENDIX R
AMENDMENT APPLICABLE TO SALARIED EMPLOYEES
PREVIOUSLY EMPLOYED BY THE BRAND COMPANIES, INC.
------------------------------------------------
This Appendix R sets forth provisions applicable on and after June 1,
1993, to salaried employees previously employed by The Brand Companies, Inc.
Except to the extent expressly modified by this Appendix R the provisions of the
Plan, including the Appendices thereto, shall apply to the participation of such
Employees. The provisions of this Appendix R shall, unless provided otherwise,
be effective as of June 1, 1993.
R.1. The definition of Eligible Employee shall read as follows:
"Eligible Employee" means solely with respect to salaried employees
previously employed by The Brand Companies, Inc., such employee's terms and
conditions of employment are not or were not covered by a collective
bargaining agreement. Such terms and conditions of employment are or were
covered by a collective bargaining agreement if there is evidence that
retirement benefits were the subject of good-faith bargaining between
representatives of such employee and his/her employer unless such
collective bargaining agreement makes this Plan applicable to such
employee.
R.2. Section 3.5 shall be amended to read as follows:
3.5 Retirement Contributions. Subject to the provisions of Section
3.1 and 5.15, each Employer shall pay to the Trustee for each Plan Year a
Retirement Contribution which, together with forfeitures, is equal to 2% of
the Compensation of each Eligible Participant, and may, in its discretion,
make one or more additional Retirement Contributions to the Plan in such
amount as may be determined by each such Employer making an additional
Retirement Contribution. For purposes of determining the Retirement
Contribution for an Eligible Participant who is suffering from a
Disability, the Compensation of such Participant shall be determined in
accordance with the provisions of Code Section 415(c)(3)(C).
R-1
<PAGE>
APPENDIX S
APPLICABLE TO
DUNN GEOSCIENCE CORPORATION
---------------------------
This Appendix S sets forth provisions applicable to Participants in
the Plan who were employees of Dunn Geoscience Corporation ("Dunn") on June 30,
1993, who became Participants in the Plan on July 1, 1993, and whose assets and
liabilities were subsequently transferred from the Dunn Geoscience Corporation
401(k) and Profit Sharing Plan ("Dunn Plan") to the Trust ("Former Dunn
Participants"). Except to the extent expressly modified by this Appendix S, the
provisions of the Plan, including the Appendices thereto, shall apply to the
participation of such Former Dunn Participants. The provisions of this Appendix
S shall, unless provided otherwise, be effective as of July 1, 1993.
S.1 A new definition of Dunn Plan shall be added to read as follows:
"Dunn Plan" means the Dunn Geoscience Corporation 401(k) and Profit
Sharing Plan as in effect on June 30, 1993, just prior to its merger into
this Plan.
S.2 A new definition of Annuity Starting Date shall be added to read as
follows:
"Annuity Starting Date" means the first day of the first period for
which a benefit is payable in the form of an annuity under the Plan, or in
the case of a benefit not payable in the form of an annuity, the first day
on which all events have occurred which entitle the Participant or
beneficiary to such benefit.
S.3 A new definition of Qualified Joint and Survivor Annuity shall be added to
read as follows:
"Qualified Joint and Survivor Annuity" for a married Participant is an
annuity for the life of a Participant with payments continued upon the
death of the Participant for the life of his/her spouse in an amount which
is 1/2 of the amount
S-1
<PAGE>
payable while the Participant was living and for an unmarried Participant
is an annuity for the life of the Participant only.
S.4 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Dunn Geoscience Corporation.
Notwithstanding the foregoing provisions of Section 3.1, a Former Dunn
Participant who is an Eligible Employee on July 1, 1993, shall become a
Participant as of such date. Any other Eligible Employee of Dunn shall
become a Participant on the Entry Date following the day on which he/she is
an Eligible Employee and has completed a six-month period during which
he/she completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
S.5 Section 6.7 shall be amended by adding the following subparagraph:
Notwithstanding the foregoing, solely with respect to Former Dunn
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Dunn Plan.
S.6 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of July 1, 1993, with respect to Former Dunn Participants.
S.7 A Former Dunn Participant may elect to receive the value of his/her
Accounts under Section 7.1 of the Plan in the form of a lump sum,
installment payments or in the form of an annuity contract, whether such
Participant terminates employment before, on, or after his/her Retirement
Date. If a Participant elects to receive such an annuity, the requirements
of the following Sections 7.1A and 7.1B apply. If a Participant does not
elect to receive the annuity, Sections 7.1A and 7.1B shall not apply.
7.1A Qualified Joint and Survivor Annuity.
(a) If a Participant elects an annuity distribution, distribution
of the portion of his/her Account attributable to the annuity shall be made
in the form of a Qualified Joint and Survivor Annuity unless the
Participant has elected not to receive a Qualified Joint and Survivor
Annuity pursuant to subsection (c) below.
(b) Benefits payable in the form of a Qualified Joint and
Survivor Annuity shall be paid by distributing to the Participant the
annuity contract. Any
S-2
<PAGE>
such annuity contract shall be nonassignable and non-commutable and shall
be subject to the election, consent, written explanation and Survivor
Annuity requirements set forth in Section 7.1B. Delivery of such contract
shall be in full satisfaction of the rights of the Participant hereunder
and upon delivery of any such contract, the Participant shall look solely
to the insurer issuing such contract for the payment of benefits.
(c) A Participant may, within 90 days before his/her Annuity
Starting Date (the "Election Period"), elect not to receive a Qualified
Joint and Survivor Annuity. Such election may be revoked at any time
during the Election Period and if so revoked the Participant's benefit
shall automatically be paid in the form of a Qualified Joint and Survivor
Annuity unless he/she again elects within the Election Period not to
receive his/her benefit in such form. Elections and revocations may
continue to be made under this Section within the Election Period. Subject
to the requirements of Section 7.1A(e), annuity payments may be made over
one of the following periods:
(1) the life of the Participant;
(2) the lives of the Participant and a designated
beneficiary;
(3) a period certain not extending beyond the life
expectancy of the Participant; and
(4) a period certain not extending beyond the life
expectancy of the Participant and designated beneficiary.
(d) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Qualified
Joint and Survivor Annuity, the Participant's right to make and the effect
of an election to waive it, the rights of the Participant's spouse, the
Participant's right to revoke an election to waive the Qualified Joint and
Survivor Annuity and the effect of such a revocation. This general
explanation shall be furnished to a Participant within a reasonable period
before the Participant's Annuity Starting Date.
(e) Any election under subsections 7.1A(c) or 7.1B(d) must have
the consent of the Participant's spouse to be effective unless, at the time
of filing such election, the Participant established to the satisfaction of
the Administrative Committee that the consent of the spouse could not be
obtained because such spouse could not be located or by reason of such
other circumstances as may be prescribed by regulations. Any consent (or
establishment that the consent could not be obtained) shall be effective
only with respect to such spouse. Such consent shall be in writing,
witnessed by a Plan representative or notary public,
S-3
<PAGE>
acknowledging the effect of the election and the designation of the
specific non-spouse beneficiary, including any class of beneficiary or any
contingent beneficiary, to receive the Participant's Accounts in the Trust
Fund in the event of the Participant's death, and shall be irrevocable with
respect to such form and beneficiary designation.
7.1B Surviving Spouse Survivor Annuity.
(a) The Accounts of a Participant who dies prior to his/her
Annuity Starting Date, who is married on the date of his/her death and who
has elected to receive his/her Accounts in the form of an annuity shall be
distributed in the form of an annuity for the life of his/her surviving
spouse ("Survivor Annuity") unless such Participant has elected not to have
benefits paid in the form of a Survivor Annuity pursuant to subsection (d)
below.
(b) Benefits payable in the form of a Survivor Annuity shall be
paid by distributing to the surviving spouse of the Participant the annuity
contract. Such annuity contract shall provide for level monthly payments
for the life of the surviving spouse commencing as soon as practicable
thereafter. Any such annuity contract shall be nonassignable and non-
commutable. Delivery of any such contract shall be in full satisfaction of
the rights of the Participant's spouse.
(c) Notwithstanding subsection (b) above, the surviving spouse of
a Participant may elect to receive a distribution of the balance of the
deceased Participant's Accounts in one lump sum, installments or in the
form of an annuity over a period certain not greater than his/her life
expectancy, subject to the requirements of Section 7.2(c). Such election
shall be made by filing an election with the Administrative Committee at
such time and in such manner as the Administrative Committee shall provide.
(d) A Participant may elect not to have a Survivor Annuity paid
to his/her surviving spouse. Such election may be made at any time during
the Election Period described in subsection (e) below. To be effective any
such election shall require the consent of the Participant's spouse as
provided in Section 7.1A(e). Any such election may be revoked by the
Participant within the Election Period.
(e) The Election Period shall commence on the first day of the
Plan Year in which the Participant attains age 35 and end on the earlier
of: (i) the date of the Participant's death or (ii) his/her Annuity
Starting Date; provided that, in the case of a Participant who separates
from service prior to attaining age 35, the Election Period shall commence
on the date of his/her separation from service.
S-4
<PAGE>
(f) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Survivor
Annuity, the Participant's right to make and the effect of an election to
waive it, the rights of the Participant's spouse, the Participant's right
to revoke an election to waive the Survivor Annuity and the effect of such
a revocation.
S.8 In the event a Former Dunn Participant dies prior to commencement of
his/her benefits, and the balance of the Participant's Accounts was not
distributed in accordance with Section 7.1B, the beneficiary may receive
the balance of such Participant's Accounts under Section 7.2 of the Plan in
the form of a lump sum, installments or an annuity contract. The annuity
may be for the life of the beneficiary or over a period certain not
extending beyond the life expectancy of the beneficiary, subject to the
requirements of Section 7.2(c). If the beneficiary is the Participant's
surviving spouse, or if the Participant has not designated the form of
distribution prior to his/her death, the designated beneficiary must elect
the method of distribution no later than the date such distributions are
required to begin in accordance with Section 7.2(c).
S.9 A new Section 7.8A shall be added to read as follows:
7.8A Withdrawal of Accounts Prior to Termination of Employment After
Attainment of Age 59 1/2.
(a) Subject to such conditions and procedures which may be
prescribed by the Administrative Committee, a Former Dunn Participant who
has attained age 59 1/2 may request a withdrawal from his/her Before-Tax,
After-Tax, Rollover and Matching Accounts prior to termination of
employment by filing a written request with the Administrative Committee.
By filing such notice and executing such forms as shall be prescribed by
the Administrative Committee, any such Participant may withdraw, in a lump
sum in cash, effective as of the date coinciding with such withdrawal, the
amount specified in such notice which shall not exceed the amount remaining
in such Participant's Before-Tax, After-Tax, Rollover and Matching Accounts
after deducting the value of any loan allocable thereto and outstanding to
such Participant pursuant to Section 7.10.
(b) To the extent required by the applicable laws and
regulations, any Former Dunn Participant who elects a withdrawal under this
Section 7.8A may also elect that the portion of such withdrawal other than
that representing a return of his/her After-Tax Contributions be
distributed by transfer to an Eligible Retirement Plan.
S.10 Section 11.5A shall be added to read as follows:
S-5
<PAGE>
11.5A Merger. Effective as of the close of June 30, 1993, the Dunn
Plan shall be merged into this Plan with all accrued benefits under the
Dunn Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Dunn Plan.
S-6
<PAGE>
APPENDIX T
APPLICABLE TO
HPD INC.
--------
This Appendix T sets forth provisions applicable to Participants in the
Plan who were employees of HPD Inc. ("HPD") on August 31, 1992, who became
Participants in the Plan on September 1, 1993, and whose assets and liabilities
were subsequently transferred from the HPD Inc. 401(k) Profit Sharing Plan to
the Trust ("Former HPD Participants"). Except to the extent expressly modified
by this Appendix T, the provisions of the Plan, including the Appendices
thereto, shall apply to the participation of such Former HPD Participants. The
provisions of this Appendix T shall, unless provided otherwise, be effective as
of September 1, 1993.
T.1 A new definition of HPD Plan shall be added to read as follows:
"HPD Plan" means the HPD Inc. 401(k) Profit Sharing Plan as in effect
on August 31, 1992, just prior to its merger into this Plan.
T.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to HPD Inc.. Notwithstanding the
foregoing provisions of Section 2.1, a Former HPD Participant and who is an
Eligible Employee on September 1, 1993, shall become a Participant as of
such date. Any other Eligible Employee of HPD shall become a Participant
on the Entry Date following the day on which he/she is an Eligible Employee
and has completed a six-month period during which he/she completed 500 or
more Hours of Service; provided, however, that an individual's satisfaction
of this service requirement as of any Entry Date shall constitute
satisfaction thereof as of all subsequent Entry Dates, regardless of any
intervening interruption of his/her employment.
T-1
<PAGE>
T.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former HPD
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the HPD Plan.
T.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of August 31, 1992, the HPD
Plan shall be merged into this Plan with all accrued benefits under the HPD
Plan becoming accrued benefits under this Plan. To the extent required by
law or otherwise appropriate, the provisions of this Appendix and the
applicable provisions of the Plan (including those relating to the Tax
Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the HPD Plan.
T-2
<PAGE>
APPENDIX U
APPLICABLE TO
AERO MAP U.S., INC.
-------------------
This Appendix U sets forth provisions applicable to Participants in
the Plan who were employees of Aero Map U.S., Inc. ("Aero Map") on December 31,
1993, who became Participants in the Plan on January 1, 1994, and whose assets
and liabilities were subsequently transferred from the Aero Map U.S., Inc.
401(k) Plan to the Trust ("Former Aero Map Participants"). Except to the extent
expressly modified by this Appendix U, the provisions of the Plan, including the
Appendices thereto, shall apply to the participation of such Former Aero Map
Participants. The provisions of this Appendix U shall, unless provided
otherwise, be effective as of January 1, 1994.
U.1 A new definition of Aero Map Plan shall be added to read as follows:
"Aero Map Plan" means the Aero Map U.S., Inc. 401(k) Plan as in effect
on December 31, 1993, just prior to its merger into this Plan.
U.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Aero Map U.S., Inc..
Notwithstanding the foregoing provisions of Section 2.1, a Former Aero Map
Participant and who is an Eligible Employee on January 1, 1994, shall
become a Participant as of such date. Any other Eligible Employee of Aero
Map shall become a Participant on the Entry Date following the day on which
he/she is an Eligible Employee and has completed a six-month period during
which he/she completed 500 or more Hours of Service; provided, however,
that an individual's satisfaction of this service requirement as of any
Entry Date shall constitute satisfaction thereof as of all subsequent Entry
Dates, regardless of any intervening interruption of his/her employment.
U-1
<PAGE>
U.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Aero Map
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Aero Map Plan.
U.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of December 31, 1993, the
Aero Map Plan shall be merged into this Plan with all accrued benefits
under the Aero Map Plan becoming accrued benefits under this Plan. To the
extent required by law or otherwise appropriate, the provisions of this
Appendix and the applicable provisions of the Plan (including those
relating to the Tax Reform Act of 1986 and related laws and regulations)
shall be deemed to apply retroactively to the Aero Map Plan.
U-2
<PAGE>
APPENDIX V
APPLICABLE TO
ENCLEAN
-------
This Appendix V sets forth provisions applicable to Participants in
the Plan who were employees of EnClean ("EnClean") on January 31, 1994, who
became Participants in the Plan on February 1, 1994, and whose assets and
liabilities were subsequently transferred from the EnClean Savings and Incentive
Plan to the Trust ("Former EnClean Participants"). Except to the extent
expressly modified by this Appendix V, the provisions of the Plan, including the
Appendices thereto, shall apply to the participation of such Former EnClean
Participants. The provisions of this Appendix V shall, unless provided
otherwise, be effective as of February 1, 1994.
V.1 A new definition of EnClean Plan shall be added to read as follows:
"EnClean Plan" means the EnClean Savings and Incentive Plan as in
effect on January 31, 1994, just prior to its merger into this Plan.
V.2 A new definition of Annuity Starting Date shall be added to read as
follows:
"Annuity Starting Date" means the first day of the first period for
which a benefit is payable in the form of an annuity under the Plan, or in
the case of a benefit not payable in the form of an annuity, the first day
on which all events have occurred which entitle the Participant or
beneficiary to such benefit.
V.3 A new definition of Qualified Joint and Survivor Annuity shall be added to
read as follows:
"Qualified Joint and Survivor Annuity" for a married Participant is an
annuity for the life of a Participant with payments continued upon the
death of the Participant for the life of his/her spouse in an amount which
is 1/2 of the amount payable while the Participant was living and for an
unmarried Participant is an annuity for the life of the Participant only.
V-1
<PAGE>
V.4 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to EnClean. Notwithstanding the
foregoing provisions of Section 2.1, a Former EnClean Participant shall
become a Participant as of such date. Any other Eligible Employee of
EnClean shall become a Participant on the Entry Date following the day on
which he/she is an Eligible Employee and has completed a six-month period
during which he/she completed 500 or more Hours of Service; provided,
however, that an individual's satisfaction of this service requirement as
of any Entry Date shall constitute satisfaction thereof as of all
subsequent Entry Dates, regardless of any intervening interruption of
his/her employment.
V.5 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Enclean
Participants, such period or periods of employment shall include any period
or periods previously credited to that Employee under the EnClean Plan.
V.6 A Former EnClean Participant may elect to receive the value of his/her
Accounts under Section 7.1 of the Plan in the form of a lump sum or in the
form of an annuity contract, or combination thereof, whether such
Participant terminates employment before, on, or after his/her Retirement
Date. If a Participant elects to receive such an annuity, the requirements
of the following Sections 7.1A and 7.1B apply. If a Participant does not
elect to receive the annuity, Sections 7.1A and 7.1B shall not apply.
7.1A Qualified Joint and Survivor Annuity.
(a) If a Participant elects an annuity distribution, distribution
of the portion of his/her Account attributable to the annuity shall be made
in the form of a Qualified Joint and Survivor Annuity unless the
Participant has elected not to receive a Qualified Joint and Survivor
Annuity pursuant to subsection (c) below.
(b) Benefits payable in the form of a Qualified Joint and
Survivor Annuity shall be paid by distributing to the Participant the
annuity contract. Any such annuity contract shall be nonassignable and
non-commutable and shall be subject to the election, consent, written
explanation and Survivor Annuity requirements set forth in Section 7.1B.
Delivery of such contract shall be in full satisfaction of the rights of
the Participant hereunder and upon delivery of any such contract, the
Participant shall look solely to the insurer issuing such contract for the
payment of benefits.
V-2
<PAGE>
(c) A Participant may, within 90 days before his/her Annuity
Starting Date (the "Election Period"), elect not to receive a Qualified
Joint and Survivor Annuity. Such election may be revoked at any time
during the Election Period and if so revoked the Participant's benefit
shall automatically be paid in the form of a Qualified Joint and Survivor
Annuity unless he/she again elects within the Election Period not to
receive his/her benefit in such form. Elections and revocations may
continue to be made under this Section within the Election Period. Subject
to the requirements of Section 7.1A(e), annuity payments may be made over
one of the following periods:
(1) the life of the Participant;
(2) the lives of the Participant and a designated
beneficiary, with the amount payable to the designated beneficiary
equal to 50% or 100% of the amount payable to the Participant;
(3) a period certain not extending beyond the life
expectancy of the Participant; and
(4) a period certain not extending beyond the life
expectancy of the Participant and designated beneficiary.
(d) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Qualified
Joint and Survivor Annuity, the Participant's right to make and the effect
of an election to waive it, the rights of the Participant's spouse, the
Participant's right to revoke an election to waive the Qualified Joint and
Survivor Annuity and the effect of such a revocation. This general
explanation shall be furnished to a Participant within a reasonable period
before the Participant's Annuity Starting Date.
(e) Any election under subsections 7.1A(c) or 7.1B(d) must have
the consent of the Participant's spouse to be effective unless, at the time
of filing such election, the Participant established to the satisfaction of
the Administrative Committee that the consent of the spouse could not be
obtained because such spouse could not be located or by reason of such
other circumstances as may be prescribed by regulations. Any consent (or
establishment that the consent could not be obtained) shall be effective
only with respect to such spouse. Such consent shall be in writing,
witnessed by a Plan representative or notary public, acknowledging the
effect of the election and the designation of the specific non-spouse
beneficiary, including any class of beneficiary or any contingent
beneficiary, to receive the Participant's Accounts in the Trust Fund in the
event of the Participant's death, and shall be irrevocable with respect to
such form and beneficiary designation.
V-3
<PAGE>
7.1B Surviving Spouse Survivor Annuity.
(a) The Accounts of a Participant who dies prior to his/her
Annuity Starting Date, who is married on the date of his/her death and who
has elected to receive his/her Accounts in the form of an annuity shall be
distributed in the form of an annuity for the life of his/her surviving
spouse ("Survivor Annuity") unless such Participant has elected not to have
benefits paid in the form of a Survivor Annuity pursuant to subsection (d)
below.
(b) Benefits payable in the form of a Survivor Annuity shall be
paid by distributing to the surviving spouse of the Participant the annuity
contract. Such annuity contract shall provide for level monthly payments
for the life of the surviving spouse commencing as soon as practicable
thereafter. Any such annuity contract shall be nonassignable and non-
commutable. Delivery of any such contract shall be in full satisfaction of
the rights of the Participant's spouse.
(c) Notwithstanding subsection (b) above, the surviving spouse of
a Participant may elect to receive a distribution of the balance of the
deceased Participant's Accounts in one lump sum or in the form of an
annuity over a period certain not greater than his/her life expectancy,
subject to the requirements of Section 7.2(c). Such election shall be made
by filing an election with the Administrative Committee at such time and in
such manner as the Administrative Committee shall provide.
(d) A Participant may elect not to have a Survivor Annuity paid
to his/her surviving spouse. Such election may be made at any time during
the Election Period described in subsection (e) below. To be effective any
such election shall require the consent of the Participant's spouse as
provided in Section 7.1A(e). Any such election may be revoked by the
Participant within the Election Period.
(e) The Election Period shall commence on the first day of the
Plan Year in which the Participant attains age 35 and end on the earlier
of: (i) the date of the Participant's death or (ii) his/her Annuity
Starting Date; provided that, in the case of a Participant who separates
from service prior to attaining age 35, the Election Period shall commence
on the date of his/her separation from service.
(f) The Administrative Committee shall furnish each Participant a
general written explanation of the terms and conditions of the Survivor
Annuity, the Participant's right to make and the effect of an election to
waive it, the rights of the Participant's spouse, the Participant's right
to revoke an election to waive the Survivor Annuity and the effect of such
a revocation.
V-4
<PAGE>
V.7 In the event a Former EnClean Participant dies prior to commencement of
his/her benefits, and the balance of the Participant's Accounts was not
distributed in accordance with Section 7.1B, the beneficiary may receive
the balance of such Participant's Accounts under Section 7.2 of the Plan in
the form of a lump sum or an annuity contract. The annuity may be for the
life of the beneficiary or over a period certain not extending beyond the
life expectancy of the beneficiary, subject to the requirements of Section
7.2(c). If the beneficiary is the Participant's surviving spouse, or if
the Participant has not designated the form of distribution prior to
his/her death, the designated beneficiary must elect the method of
distribution no later than the date such distributions are required to
begin in accordance with Section 7.2(c).
V.8 A new Section 7.8A shall be added to read as follows:
7.8A Withdrawal of Accounts Prior to Termination of Employment After
Attainment of Age 59 1/2.
(a) Subject to such conditions and procedures which may be
prescribed by the Administrative Committee, a Former EnClean Participant
who has attained age 59 1/2 may request a withdrawal from his/her Before-
Tax, After-Tax, Rollover and Matching Accounts prior to termination of
employment by filing a written request with the Administrative Committee.
By filing such notice and executing such forms as shall be prescribed by
the Administrative Committee, any such Participant may withdraw, in a lump
sum in cash, effective as of the date coinciding with such withdrawal, the
amount specified in such notice which shall not exceed the amount remaining
in such Participant's Before-Tax, After-Tax, Rollover and Matching Accounts
after deducting the value of any loan allocable thereto and outstanding to
such Participant pursuant to Section 7.10.
(b) To the extent required by the applicable laws and
regulations, any Former EnClean Participant who elects a withdrawal under
this Section 7.8A may also elect that the portion of such withdrawal other
than that representing a return of his/her After-Tax Contributions be
distributed by transfer to an Eligible Retirement Plan.
V.9 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of January 31, 1994, the
EnClean Plan shall be merged into this Plan with all accrued benefits under
the EnClean Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the EnClean Plan.
V-5
<PAGE>
APPENDIX W
APPLICABLE TO
WAHLER COMPANY
--------------
This Appendix W sets forth provisions applicable to Participants in the
Plan who were employees of Wahler Company ("Wahler") on February 28, 1994, who
became Participants in the Plan on March 1, 1994, and whose assets and
liabilities were subsequently transferred from the Wahler Company Savings Plan
("Wahler Plan") to the Trust ("Former Wahler Participants"). Except to the
extent expressly modified by this Appendix W, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Former Wahler Participants. The provisions of this Appendix W shall, unless
provided otherwise, be effective as of March 1, 1994.
W.1 A new definition of Wahler Plan shall be added to read as follows:
"Wahler Plan" means the Wahler Company Savings Plan as in effect on
February 28, 1994, just prior to its merger into this Plan.
W.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Wahler Company. Notwithstanding
the foregoing provisions of Section 2.1, a Former Wahler Participant and
who is an Eligible Employee on March 1, 1994, shall become a Participant as
of such date. Any other Eligible Employee of Wahler shall become a
Participant on the Entry Date following the day on which he/she is an
Eligible Employee and has completed a six-month period during which he/she
completed 500 or more Hours of Service; provided, however, that an
individual's satisfaction of this service requirement as of any Entry Date
shall constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
W-1
<PAGE>
W.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
Notwithstanding the foregoing, solely with respect to Former Wahler
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the Wahler Plan.
W.4 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of March 1, 1994, with respect to Former Wahler Participants.
W.5 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of February 28, 1994, the
Wahler Plan shall be merged into this Plan with all accrued benefits under
the Wahler Plan becoming accrued benefits under this Plan. To the extent
required by law or otherwise appropriate, the provisions of this Appendix
and the applicable provisions of the Plan (including those relating to the
Tax Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the Wahler Plan.
W-2
<PAGE>
APPENDIX X
APPLICABLE TO
LJA, INC.
---------
This Appendix X sets forth provisions applicable to Participants in
the Plan who were employees of LJA, Inc. ("LJA") on March 31, 1994, who became
Participants in the Plan on April 1, 1994, and whose assets and liabilities were
subsequently transferred from the LJA, Inc. 401(k) Plan to the Trust ("Former
LJA Participants"). Except to the extent expressly modified by this Appendix X,
the provisions of the Plan, including the Appendices thereto, shall apply to the
participation of such Former LJA Participants. The provisions of this Appendix
X shall, unless provided otherwise, be effective as of April 1, 1994.
X.1 A new definition of LJA Plan shall be added to read as follows:
"LJA Plan" means the LJA, Inc. 401(k) Plan as in effect on March 31,
1994, just prior to its merger into this Plan.
X.2 Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to LJA, Inc.. Notwithstanding the
foregoing provisions of Section 2.1, a Former LJA Participant and who is an
Eligible Employee on April 1, 1994, shall become a Participant as of such
date. Any other Eligible Employee of LJA shall become a Participant on the
Entry Date following the day on which he/she is an Eligible Employee and
has completed a six-month period during which he/she completed 500 or more
Hours of Service; provided, however, that an individual's satisfaction of
this service requirement as of any Entry Date shall constitute satisfaction
thereof as of all subsequent Entry Dates, regardless of any intervening
interruption of his/her employment."
X.3 Section 6.7 shall be amended by adding the following subparagraph to read
as follows:
X-1
<PAGE>
Notwithstanding the foregoing, solely with respect to Former LJA
Participants, such period or periods of employment shall include any period
or periods previously credited to that employee under the LJA Plan.
X.4 Section 11.5A shall be added to read as follows:
11.5A Merger. Effective as of the close of March 31, 1994, the LJA
Plan shall be merged into this Plan with all accrued benefits under the LJA
Plan becoming accrued benefits under this Plan. To the extent required by
law or otherwise appropriate, the provisions of this Appendix and the
applicable provisions of the Plan (including those relating to the Tax
Reform Act of 1986 and related laws and regulations) shall be deemed to
apply retroactively to the LJA Plan.
X-2
<PAGE>
APPENDIX Y
APPLICABLE TO
TRANSFERRED WMX PARTICIPANTS
----------------------------
This Appendix Y sets forth provisions applicable to Participants in
the Plan whose assets and liabilities in the WMX Technologies, Inc. Profit
Sharing and Savings Plan (the "WMX Plan") were transferred from the WMX Plan to
the Trust on or after October 1, 1994 ("Transferred WMX Participants"). Except
to the extent expressly modified by this Appendix Y, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Transferred WMX Participants. The provisions of this Appendix Y shall, unless
provided otherwise, be effective as of October 1, 1994.
Y.1 Section 5.2(d) shall be amended to add the following provisions to read as
follows:
WMX Stock Fund - To be invested primarily in WMX Technologies, Inc.
common stock.
CWM Stock Fund - To be invested primarily in Chemical Waste
Management, Inc. common stock, or any qualifying employer securities of
Chemical Waste Management, Inc. or WMX Technologies, Inc.
Y.2 Section 5.3 shall be amended to add the following sentence to read as
follows:
Notwithstanding anything in the Plan to the contrary, the amounts, if any,
invested in the WMX Stock Fund and/or the CWM Stock Fund shall be frozen,
and no additional amounts may be invested in such Funds.
Y.3 Section 7.1(c)(i)(B), regarding installment distributions, shall be
effective as of October 1, 1994, with respect to Transferred WMX
Participants.
Y-1
<PAGE>
Y.4 Section 7.9A shall be added to read as follows:
7.9A Withdrawals Prior to Termination of Employment.
(a) Subject to subsection (b) below, a Participant may upon the
determination by the Administrative Committee that the Participant has
incurred a financial hardship, make a hardship withdrawal from his/her
Rollover and Matching Accounts; provided that the minimum hardship
withdrawal shall be $500 and not more than one hardship withdrawal shall be
permitted per Plan Year. In any case where the Participant claims financial
hardship, he/she shall submit a written request for such distribution in
accordance with procedures prescribed by the Administrative Committee. The
Administrative Committee shall determine whether the Participant has a
"financial hardship" on the basis of such written request in accordance
with this Section 7.9A, and such determination shall be made in a uniform
and nondiscriminatory manner. The Administrative Committee shall only make
a determination of "financial hardship" if (A) the distribution to be made
is made on account of an immediate and heavy financial need of the
Participant and (B) the funds distributed are necessary to satisfy the
Participant's need, in accordance with the following rules:
(i) The determination of whether a Participant has an
immediate and heavy financial need is to be made by the Administrative
Committee on the basis of all relevant facts and circumstances. A
distribution will be deemed to be on account of an immediate and heavy
financial need only if made on account of:
(A) Expenses for unreimbursed medical care (as
described in Code Section 213(d)) previously incurred by the
Participant, the Participant's spouse or any dependents of the
Participant (as defined in Code Section 152);
(B) The purchase (excluding mortgage payments) of a
principal residence for the Participant;
(C) Tuition and related education fees due for the next
12 months of post-secondary education for the Participant, the
Participant's spouse, children or dependents;
(D) The need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of
the Participant's principal residence; or
Y-2
<PAGE>
(E) Any other event or expense deemed an immediate and
heavy financial need by the Department of the Treasury in
rulings, notices or other documents of general applicability.
(ii) The determination of whether a distribution is
necessary to satisfy the immediate and heavy financial need of the
Participant shall be made by the Committee on the basis of all
relevant facts and circumstances. The Committee shall determine that
a distribution is necessary to satisfy the financial need only if the
Participant reasonably demonstrates that all of the following
requirements are satisfied:
(A) the distribution is not in excess of the amount of
the immediate and heavy financial need of the Participant, taking
into account any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result
from the distribution; and
(B) the Participant has obtained all distributions
(other than hardship distributions), and all nontaxable loans
currently available under all plans maintained by the Employer or
an Affiliate.
(b) Any withdrawals under this Section 7.9A shall not reduce the
Participant's Accounts below the amount of the balance of any outstanding
loan made pursuant to Section 7.10. Withdrawals on account of hardship
shall be further limited by (c) below.
(c) Distributions from the Participant's Accounts because of
hardship pursuant to (a) above shall not exceed the lesser of:
(i) the amount of the immediate and heavy financial need; or
(ii) the sum of the balances of the Participant's After-Tax,
Rollover Account and 50% of the vested portion of his Matching Account
as of the Valuation Date coinciding with or immediately preceding the
date of such withdrawal;
(d) Each amount so withdrawn by a Participant shall be charged
against his Accounts as of the date of the withdrawal in the following
order:
(i) Rollover Account; and
Y-3
<PAGE>
(ii) Matching Account.
(e) Any withdrawal from a Participant's Accounts pursuant to this
Section 7.9A shall be charged against Units of the various Funds pro rata
among all of a Participant's Fund investments.
Y-4
<PAGE>
FIRST AMENDMENT TO
THE WHEELABRATOR-RUST
SAVINGS AND RETIREMENT PLAN
(as amended and restated effective January 1, 1989)
The Wheelabrator-Rust Savings and Retirement Plan is hereby amended
effective January 1, 1995, as follows:
1. Appendix Q shall be amended to add two new sections to read as follows:
"Q.13. Notwithstanding anything in the Plan to the contrary, any Covered
Employee who is employed by Rust Industrial Services as of
January 1, 1995, shall be fully vested in his/her Retirement
Account and Matching Account regardless of his/her Years of
Service."
"Q.14. Effective as of January 1, 1995, this Appendix Q shall cease to
be effective."
2. Appendix R shall be amended to add two new sections to read as follows:
"R.3. Notwithstanding anything in the Plan to the contrary, any Covered
Employee who is employed by Rust Industrial Services as of
January 1, 1995, shall be fully vested in his/her Retirement
Account and Matching Account regardless of his/her Years of
Service."
"R.4. Effective as of January 1, 1995, this Appendix R shall cease to
be effective."
3. A new Appendix Z (a copy of which is attached hereto) shall be added
covering employees of Rust Industrial Services.
<PAGE>
APPENDIX Z
APPLICABLE TO EMPLOYEES
OF RUST INDUSTRIAL SERVICES
---------------------------
This Appendix Z sets forth provisions applicable on and after January 1,
1995 to employees of Rust Industrial Services ("Covered Employees"). Except to
the extent expressly modified by this Appendix Z, the provisions of the Plan,
including the Appendices thereto, shall apply to the participation of such
Covered Employees. The provisions of this Appendix Z shall, unless provided
otherwise, be effective as of January 1, 1995.
Z.1. The definition of Eligible Employee shall read as follows:
"Eligible Employee" means, solely with respect to employees of Rust
Industrial Services, any employee of Rust Industrial Services if such
employee's terms and conditions of employment are not or were not covered
by a collective bargaining agreement. Such terms and conditions of
employment are or were covered by a collective bargaining agreement if
there is evidence that retirement benefits were the subject of good-faith
bargaining between representatives of such employee and his/her employer
unless such collective bargaining agreement makes this Plan applicable to
such employee.
Z.2. The definition of Eligibility Period shall read as follows:
"Eligibility Period" is a 12-month period used for the purpose of
determining when an employee is eligible to participate in the Plan. An
employee's first "Eligibility Period" shall commence on the date on which
he/she first completes an Hour of Service. Subsequent Eligibility Periods
shall commence on the first day of each calendar month which begins after
said date. Notwithstanding the foregoing, the initial Eligibility Period
of a former employee who is reemployed after incurring one or more One-Year
Breaks in Service and who is not eligible for immediate participation
pursuant to Section 2.1A(b) shall commence on the date on which such
employee first completes an Hour of Service after such One-Year Break in
Service, and subsequent Eligibility Periods shall commence on the first day
of each calendar month which begins after said date.
<PAGE>
Z.3. Section 2.1A shall be added to read as follows:
2.1A Special Provision Applicable to Covered Employees of Rust
Industrial Services.
(a) An Eligible Employee who was employed by Rust Industrial Services
on or before December 31, 1994, shall become a Participant on January 1,
1995.
(b) Every other Eligible Employee shall be eligible to participate, if
he/she is then employed by Rust Industrial Services on the Entry Date
coinciding with or next following the end of the first Eligibility Period
in which he/she completes 1,000 Hours of Service; provided, however, that
an individual's satisfaction of this condition as of any Entry Date shall
constitute satisfaction thereof as of all subsequent Entry Dates,
regardless of any intervening interruption of his/her employment.
Z.4. Section 3.4 shall read as follows:
3.4 Matching Employer Contribution. Subject to the provisions of
Sections 3.1 and 5.15, and at such time and subject to such conditions as
shall be prescribed by the Administrative Committee on a uniform and
nondiscriminatory basis, Rust Industrial Services shall pay to the Trustee
for credit to the Matching Account an amount which shall equal 100% of the
amount of the Participant's Basic Before-Tax Contributions and Basic After-
Tax Contributions up to $500.
Z.5. Section 6.6A shall be added to read as follows:
6.6A Matching Account for Covered Employees of Rust Industrial
Services. Notwithstanding any of the foregoing provisions of Section 6.6,
a Participant's interest in his/her Matching Account shall be fully vested
and nonforfeitable at all times.
Z.6. Section 3.5, regarding Retirement Contributions, shall be inapplicable to
Covered Employees, and all references in the Plan relating to Retirement
Contributions shall be inoperative with respect to Covered Employees.
3
<PAGE>
SECOND AMENDMENT
TO THE
WHEELABRATOR-RUST
SAVINGS AND RETIREMENT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989)
Effective April 30, 1995, the Wheelabrator-Rust Savings and Retirement
Plan (the "Plan") is hereby amended as follows:
1. Section 6.6 is hereby amended to add a new subsection (h) to read
as follows:
"(h) Notwithstanding any of the foregoing provisions of this Section
6.6, Participants employed by Rust Remedial Services or Rust Federal
Services on April 30, 1995, whose participation in the Plan terminated due
to the sale of certain assets of Rust Remedial Services and Rust Federal
Services to OHM Corporation, shall be fully vested in such Participant's
Account and/or Retirement Account upon such termination regardless of such
Participant's full years of Service."
2. Section 7.1(c)(i) is hereby amended to read as follows:
"(c) (i) A Participant's vested Accounts which are distributable to
a Participant who has terminated employment with the Employer and all
Affiliates, or because of Disability, shall be distributed in one or more
of the following ways, as the Participant may request by filing such notice
as shall be prescribed by the Administrative Committee, and in accordance
with applicable laws and regulations:
(A) by payment in one lump sum;
(B) by payment in substantially equal monthly, quarterly, semi-
annual or annual installments which, except for the final
payment, shall not be less than $100;
(C) by direct rollover of all or a portion of a distribution
that constitutes an Eligible Rollover Distribution to an
Eligible Retirement Plan; or
(D) solely with respect to Participants employed by Rust
Remedial Services or Rust Federal Services on April 30,
1995, whose participation in the Plan terminated due to the
sale of certain assets of Rust Remedial Services and Rust
Federal Services to OHM Corporation, in an elective
trustee-to-trustee transfer to the OHM Corporation
Retirement Savings Plan."
<PAGE>
3. Section 7.10(e) is hereby amended to add the following sentence at the
end thereof to read as follows:
"Notwithstanding anything to the contrary in the Plan or in any promissory
note, solely with respect to Participants employed by Rust Remedial
Services or Rust Federal Services on April 30, 1995, whose participation in
the Plan terminated due to the sale of certain assets of Rust Remedial
Services and Rust Federal Services to OHM Corporation, such loan shall not
become due and payable for 90 days following such Participant's termination
of employment."
<PAGE>
THIRD AMENDMENT
TO THE
WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
(AS AMENDED AND RESTATED JANUARY 1, 1989)
-----------------------------------------
WHEREAS, Rust International Inc. ("Rust") and Wheelabrator
Technologies Inc. ("WTI") maintain the Wheelabrator-Rust Savings and Retirement
Plan (the "Plan") for the benefit of their employees, which was most recently
amended and restated effective January 1, 1989; and
WHEREAS, Rust and WTI are seeking to improve the administration of the
Plan by providing for daily processing and valuation of account balances and the
availability of new investment funds; and
WHEREAS, the Administrative Committee of the Plan has the power to
amend the Plan and the Plan must be formally amended to implement the
administrative changes and to make other necessary and desirable changes;
NOW, THEREFORE, BE IT RESOLVED, that the Plan be hereby amended,
effective July 1, 1995 unless otherwise provided, as set forth below:
I.
The definition of "Entry Date" in Section 1.4 of the Plan is amended
to read as follows:
"Entry Date" means (i) prior to July 1, 1995, the first day of any
calendar month, (ii) from July 1, 1995 through August 31, 1995,
September 1, 1995, and (iii) on and after September 1, 1995, the first
day of any payroll period.
II.
The definition of "Eligible Retirement Plan" in Section 1.4 of the
Plan is amended, effective January 1, 1989, to read as follows:
"Eligible Retirement Plan" means with respect to a Participant, the
surviving spouse of a Participant and a former spouse of a Participant
who is an alternate payee under a qualified domestic relations order,
an individual retirement account described in Code Section 408(a) or
an individual retirement annuity described in Code Section 408(b), and
also, with respect to a Participant and the former spouse of a
Participant who is an alternate payee under a qualified domestic
relations order, an annuity plan described in Code Section 403(a) and
a qualified trust described in Code Section 401(a).
<PAGE>
III.
Clause (A) of paragraph (d) of the definition of "Service" in Section
1.4 of the Plan is amended, effective July 1, 1995, to read as follows:
(A) Service credited from the date the Participant first makes Before
Tax-Contributions and/or After-Tax Contributions to the Plan (or, in
the case of a Participant whose Entry Date was delayed to September 1,
1995 by virtue of clause (ii) of the definition of "Entry Date",
Service credited from the Entry Date that would have been applicable
if he/she were covered by clause (i) of the definition of Entry Date
(without regard to the July 1, 1995 cut-off date) and if he or she
begins to make Before-Tax and/or After-Tax Contributions on September
1, 1995), plus
IV.
The definition of "Stock Fund" in Section 1.4 of the Plan is amended
to read as follows:
"Stock Fund" means any of (i) the stock fund described in Section 5.2
that invests in Wheelabrator Technologies Inc. common stock, (ii)
effective on and after July 1, 1993 but prior to July 12, 1995, the
stock fund described in Section 5.2 that invests in Rust International
Inc. common stock, and (iii) effective September 1, 1995, the stock
fund described in Section 5.2 that invests in WMX Technologies, Inc.
common stock.
V.
The first clause of Section 2.1(c) of the Plan is amended, effective
September 1, 1995, to read as follows:
(c) Eligible Employees shall file with the Administrative Committee an
application to participate as of such Entry Date in such manner
prescribed by the Administrative Committee and shall have:
VI.
Section 3.2(b) of the Plan is amended, effective September 1, 1995, to
read as follows :
(b) A Participant may
(i) authorize,
(ii) change his/her rate of, or
(iii) discontinue his/her
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<PAGE>
Before-Tax Contributions effective at the beginning of any payroll
period, provided the Participant makes an election at such time and in
such manner as the Administrative Committee shall from time to time
prescribe.
VII.
Section 3.4 of the Plan is amended, effective January 1, 1989, to read
as follows:
(a) Subject to the provisions of Sections 3.1, 5.7 and 5.15, and
at such times and subject to such conditions as shall be prescribed by
the Administrative Committee on a uniform and nondiscriminatory basis,
each Employer shall pay to the Trustee for credit to the Matching
Account of each Participant employed by it in an amount which, when
added to the forfeitures of such Employer's Participants, shall equal
30% of the amount of the Participant's Basic Before-Tax and Basic
After-Tax Contributions.
(b) Subject to the provisions of Sections 3.1, 5.7 and 5.15, for
each Plan Year, at the discretion of and in the percentage determined
by each Employer, such Employer may make one or more Supplemental
Matching Contributions out of its current or accumulated profits, as
determined by the Administrative Committee. A Supplemental Matching
Contribution may be made at any time during the Plan Year and shall be
allocated among Participants employed by the Employer making such
Supplemental Matching Contributions on the last day of the calendar
quarter for which such Supplemental Matching Contributions are made.
The amount of any Supplemental Matching Contribution to be allocated
to the Matching Account of such a Participant shall be equal to a
percentage, as determined by the Employer making the Supplemental
Matching Contribution, of such Participant's Basic Before-Tax and
Basic After-Tax Contributions made during such calendar quarter.
VIII.
Section 5.2(d) of the Plan is amended to read as follows:
(d) Each Fund shall be invested by the Trustee in accordance with
investment objectives and policies determined from time to time by the
Administrative Committee. Any Fund may be partially invested in any
common, commingled or collective trust fund, pooled investment fund or
mutual fund which is invested in property of the kind specified for
that Fund. The Administrative Committee shall have the discretion to
establish, consolidate, eliminate or create Funds, which the Trustee
shall establish and maintain in the Trust and which shall be invested
as provided for under the governing instruments of such Fund.
IX.
Section 5.3 of the Plan is amended, effective September 1, 1995, to
read as follows:
3
<PAGE>
5.3 Investment Direction. Amounts paid to Participants' Accounts
shall be invested in such Fund or Funds as such Participant shall direct in
an application filed with the Administrative Committee or by using a
telephone response system; provided, that the amounts to be invested in the
Funds shall be in integral multiples of 1% of the amounts contributed by or
on behalf of the Participant under the Plan. If the Participant fails to
make an investment election, any Contributions allocated to such
Participant's Accounts shall be invested in a fixed income Fund, or such
other Fund as the Administrative Committee shall direct.
X.
Section 5.3 of the Plan is further amended, effective on the closing date
of the Rust going private transaction, to redesignate the existing paragraph as
(a) and to add the following paragraph:
(b) Notwithstanding the foregoing, any amounts that were invested in
the Rust Stock Fund and that were converted into cash as a result of the
going private transaction and any amounts that were elected to be invested
in the Rust Stock Fund on an ongoing basis (the "Rust Investments") shall
be invested in a short term income fund as of the closing date of the
transaction. Effective, September 1, 1995, such Rust Investments shall be
invested in a fixed income Fund, or such other Fund as the Administrative
Committee shall direct, unless and until a Participant shall effect a
change in such investment in accordance with Section 5.4 below.
XI.
Section 5.7 of the Plan is amended, effective January 1, 1989, to read as
follows:
5.7 Eligibility to Share in Matching Contributions. A Participant
shall be eligible to share in the Matching Contributions made pursuant to
Section 3.4(a) for a month if he/she has made Basic Before-Tax or Basic
After-Tax Contributions at any time during the month. A Participant shall
be eligible to share in the Supplemental Matching Contributions made
pursuant to Section 3.4(b) for a Plan Year as of the last day of the
quarter for which such Contribution is being allocated if he/she has made
Basic Before-Tax or Basic After-Tax Contributions during the last month of
such quarter and he/she is employed by the Employer on the last day of such
quarter.
XII.
Section 5.15(c) of the Plan is amended, effective January 1, 1995, to read
as follows:
(c) If the Provisional Annual Addition exceeds the Maximum Annual
Addition for that Participant, the Provisional Annual Addition shall be
reduced to the minimum extent necessary until the Provisional Annual
Addition as so reduced equals the Maximum Annual Addition for such
Participant, in the following manner:
4
<PAGE>
(i) first, the Participant's After-Tax Contributions shall be
refunded (reducing as necessary a proportional amount of Matching
Employer Contributions made with respect to refunded After-Tax
Contributions);
(ii) second, the Participant's Before-Tax Contributions shall be
refunded (reducing as necessary a proportional amount of Matching
Employer Contributions made with respect to refunded Before-Tax
Contributions);
(iii) third, the Matching Employer Contribution that would have
been made with respect to such Participant shall be reduced; and
(iv) finally, the Retirement Contribution that would have been
made with respect to such Participant shall be reduced.
Any contributions refunded in accordance with subsection (i) above shall
also include a proportionate amount of investment earnings (losses) on such
contributions. Any contributions refunded or reduced in accordance with
subsections (ii) through (iv) above shall also require a proportionate
reduction in the amount of investment earnings (losses) on such
contributions. The Provisional Annual Addition remaining after such
reduction shall be allocated to the Participant's respective Accounts.
XIII.
Section 5.16 of the Plan is amended to change references therein to "Fund
E" to "the Stock Fund of WTI" and Section 5.17 of the Plan is amended to change
references therein to "Fund F" to "the Stock Fund of Rust".
XIV.
Section 5.18 of the Plan is deleted, having been moved to a separate plan
document.
XV.
Section 7.1(c)(iii)(A) of the Plan is amended to read as follows:
(A) in whole shares of the common stock of the applicable company, plus
cash equal to the value of any fractional share and any dividends received
or accrued for his/her Accounts in such Fund but not yet invested in such
stock, or
XVI.
The first sentence of Section 7.10(a) of the Plan is amended through the
first proviso to read as follows:
5
<PAGE>
Upon the submission by the Participant of a written loan application form
as prescribed by the Administrative Committee, a Participant who is
currently an active employee of the Employer may borrow from his or her
Before-Tax Account, After-Tax Account and/or Rollover Account, on approval
from the Administrative Committee under such uniform rules as it shall
adopt, an amount no less than $1,000 and not in excess of 50% of the total
vested Accounts as of the Valuation Date immediately preceding the date the
application is made;
XVII.
Section C12 of Appendix C of the Plan is amended to read as follows:
For each Plan Year, each Company employing a Designated Craft Employee
shall make a Retirement Contribution to the Plan in an amount equal to 2%
of the aggregate Compensation of each Designated Craft Employee who is a
Covered Employee or former Covered Employee of such Company entitled to an
allocation pursuant to the following sentence and may, in its discretion,
make one or more additional Retirement Contributions to the Plan; provided,
that the aggregate Compensation of Covered Employees and former Covered
Employees who became Participants on December 2, 1991 pursuant to Section
3.2 shall also include Compensation from December 2, 1991 through December
31, 1991. A Retirement Contribution shall be allocated among all Covered
Employees and former Covered Employees who are Participants and who have
completed at least one Hour of Service during the Plan Year. A Retirement
Contribution shall be allocated among the Retirement Accounts of such
Covered Employees and former Covered Employees in proportion to their
relative Compensation during the period beginning with the first day of the
Plan Year or other allocation period for which such Retirement Contribution
is made and ending with the last day of the month during such Plan Year or
other allocation period for which such Retirement Contribution is made.
Notwithstanding the foregoing, beginning with the 1995 Plan Year, the
amount, if any, of the Retirement Contribution shall be entirely
discretionary.
XVIII.
Except as set forth herein, the provisions of the Plan shall remain in
effect.
6
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1995, included (or incorporated by reference) in the Wheelabrator
Technologies Inc. Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
New York, New York
August 30, 1995
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1995 (except with respect to the matter discussed in Note 17, as to
which the date is March 14, 1995), included (or incorporated by reference), in
the WMX Technologies, Inc. Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 30, 1995
<PAGE>
Exhibit 23.03
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated August
28, 1995, included in the Wheelabrator-Rust Savings and Retirement Plan Form
11-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
August 28, 1995
