Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0470580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Checkerboard Square, St. Louis, MO 63164
(Address of principal executive offices) (Zip Code)
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
(Full title of the plan)
J. M. Neville, Esq. Vice President and General Counsel
RALSTON PURINA COMPANY
Checkerboard Square
St. Louis, Missouri 63164
(Name and address of agent for service)
Telephone Number of agent for service: (314) 982-1266
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of securities. Amount to be maximum offering aggregate offering Amount of
being registered . . registered price per share (a) price registration fee
Ralston Purina
Common Stock
.10 par value . . . 500,000 $32 $16,000,000 $ 4,720.00
</TABLE>
[FN]
(a) The average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on July 31, 1998.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File No. 1-4582) by
Ralston Purina Company (hereinafter the "Company") are incorporated by
reference:
(i) Annual Report on Form 10-K for the year ended September 30, 1997,
(ii) Quarterly Reports on Form 10-Q for the periods ended December 31, 1997
and March 31, 1998,
(iii) Current Reports on Form 8-K dated December 3, 1997 and May 28, 1998,
and
(iv) The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement dated as
of March 28, 1996 between the Registrant and Boatmen's Trust Company as Rights
Agent, contained in the Registrant's Form 8-A Registration Statements under the
Securities Exchange Act of 1934, filed on June 7, 1993, as amended June 11,
1993, and on March 29, 1996, including any amendments or reports filed for the
purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicated that all securities
offered have been sold or which deregisters all securities 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 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 deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
Item 4. Description of Securities.
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the securities and obligations being
registered has been passed upon for the Registrant by J. M. Neville, Vice
President and General Counsel for the Registrant. Mr. Neville is paid a salary
by the Company and participates in various employee benefit plans offered to
employees generally, including the Ralston Purina Company Savings Investment
Plan, as well as in plans offered to a limited number of key employees. At July
1, 1998, Mr. Neville was the beneficial owner of 26,485 shares of the
Registrant's common stock, and options to purchase 125,537 additional shares of
common stock. Additionally, as of May 29, 1998, 442 shares of the Registrant's
common stock and 1,699 shares of the Registrant's Series A ESOP Convertible
Preferred Stock were allocated to Mr. Neville's accounts under the Ralston
Purina Company Savings Investment Plan.
The financial statements incorporated in this Registration Statement by
reference to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1997, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP has
served as independent accountant to the Registrant since 1955, and has no equity
or other interest in Registrant.
Item 6. Indemnification of Directors and Officers.
Under the terms of Section 351.355 of the Missouri G.B.C.L. and the
Company's Restated Articles of Incorporation, Ralston must indemnify any person
who is or was a director, officer or employee of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against any and all expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with any civil, criminal, administrative or investigative action,
proceeding or claim (including an action by or in the right of the Company) by
reason of the fact that he is or was serving in such capacity, provided that
such person's conduct is not finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. As permitted by the Company's
Restated Articles, the Company has entered into contracts with each of its
directors and corporate officers guaranteeing the indemnification provisions
stated in the Restated Articles and providing for advancement to such
individuals of legal fees and other expenses necessary in defending against such
actions, proceedings or claims.
The Company has directors' and officers' insurance which protects each
director or officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals in certain situations than may be required by the provisions of
Section 351.355 or the Company's Restated Articles of Incorporation.
The foregoing represents a summary of the general effect of Missouri law
and the Company's Restated Articles of Incorporation for purposes of general
description only. Additional information regarding indemnification of directors
and officers can be found in Section 351.355 of the Missouri G.B.C.L., the
Company's Restated Articles of Incorporation and its pertinent insurance
contracts.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
Exhibit 4.1 Ralston Purina Company Savings Investment Plan.
Exhibit 4.2 Ralston Purina Company Retirement Plan.
Exhibit 5 Opinion of James M. Neville, Vice President and General
Counsel.
Exhibit 23 Consent of Independent Certified Public Accountants.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) to include any prospectus 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 the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement;
(iii) to include any material information with respect to the plan or
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be required with respect to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, Missouri, as of the 7th day of
August, 1998.
RALSTON PURINA COMPANY
By: /s/ John P. Mulcahy By: /s/ William P. McGinnis
----------------------------- -----------------------------------
John P. Mulcahy William P. McGinnis
Co-Chief Executive Officer Co-Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Neville, Nancy E. Hamilton and Charles
S. Sommer, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities described
as of August 7, 1998.
SIGNATURE TITLE
- --------- -----
/s/ William P. Stiritz Chairman of the Board
- -------------------------------
William P. Stiritz and Director
/s/ John P. Mulcahy Co-Chief Executive Officer
- ----------------------------
John P. Mulcahy and Co-President
/s/ William P. McGinnis Co-Chief Executive Officer
- --------------------------------
William P. McGinnis and Co-President
/s/ James R. Elsesser Vice President and Chief
- ------------------------------
James R. Elsesser Financial Officer
/s/ Anita M. Wray Vice President and
- --------------------------
Anita M. Wray Controller
/s/ David R. Banks Director
- ---------------------------
David R. Banks
/s/ John H. Biggs Director
- --------------------------
John H. Biggs
/s/ Donald Danforth, Jr. Director
- ---------------------------------
Donald Danforth, Jr.
<PAGE>
SIGNATURE TITLE
- --------- -----
/s/ William H. Danforth Director
- --------------------------------
William H. Danforth
/s/ David C. Farrell Director
- -----------------------------
David C. Farrell
/s/ M. Darrell Ingram Director
- ------------------------------
M. Darrell Ingram
/s/ Richard A. Liddy Director
- -----------------------------
Richard A. Liddy
/s/ John F. McDonnell Director
- ------------------------------
John F. McDonnell
/s/ Katherine D. Ortega Director
- --------------------------------
Katherine D. Ortega
<PAGE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the Ralston Purina Company Savings Investment Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, as of the 7th day of August, 1998.
RALSTON PURINA COMPANY,
as Plan Administrator
By: /s/ James R. Elsesser
----------------------------------
James R. Elsesser, Vice President and
Chief Financial Officer
EXHIBIT 5
---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ralston Purina Company Savings Investment Plan
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission in respect of 500,000 shares of Ralston Purina Common Stock
(the "Shares") which will be offered to employees of Ralston Purina Company
("Ralston") under the terms of the Ralston Purina Company Savings Investment
Plan (the "Plan").
I am a member of the bar of the State of Missouri and I serve as Vice
President and General Counsel of Ralston. In that capacity, I, or lawyers in
the Ralston Law Department acting under my supervision, have examined the
written documents constituting the Plan and such other documents and corporate
records as I, or they, have deemed necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing, it is my opinion that:
(1) Ralston is duly incorporated and validly existing as a corporation
under the laws of the State of Missouri.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Shares being registered pursuant to the Registration Statement,
and all such Shares issued in accordance with the Plan will be legally issued,
fully paid and non-assessable when the Registration Statement shall have become
effective and Ralston shall have received therefor the consideration provided in
the Plan.
(3) The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and is in compliance with the
requirements of ERISA pertaining thereto.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to a reference to me and this opinion in
the documents constituting a prospectus relating to the Plan and meeting the
requirements of the Securities Act of 1933, as amended.
Very truly yours,
/s/ James M. Neville
James M. Neville
Vice President and General Counsel
EXHIBIT 23
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 4, 1997, except for the Discontinued
Operations note which is as of December 3, 1997, which appears on page 27 of the
1997 Annual Report to Shareholders of Ralston Purina Company, which is
incorporated by reference in Ralston Purina Company's Annual Report on Form 10-K
for the year ended September 30, 1997. We also consent to the reference to us
under the heading "Interests of Named Experts and Counsel" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
August 7, 1998
DRAFT
RALSTON PURINA COMPANY
Ralston Purina Company
Savings Investment Plan
Ralston Purina Company
1/01/88
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Table of Contents
Page
<S> <C>
Recitals 1
ARTICLE I - Definitions
Section 1.01 - Accounts
Section 1.02 - Affiliated Company
Section 1.03 - After-Tax Supplemental Contributions
Section 1.04 - After-Tax Supplemental Investment Account
Section 1.05 - Before-Tax Investment Account
Section 1.06 - Before-Tax Matched Contributions
Section 1.07 - Before-Tax Unmatched Contributions
Section 1.08 - Beneficiary
Section 1.09 - Board of Directors
Section 1.10 - CBG Stock
Section 1.11 - Closing Price
Section 1.12 - Code
Section 1.13 - Common Stock
Section 1.14 - Commonly Controlled Entity
Section 1.15 - Company
Section 1.16 - Company Contribution Account
Section 1.17 - Company Matching Contributions
Section 1.18 - Company PAYSOP Account Contributions
Section 1.19 - Compensation
Section 1.20 - Covered Service
Section 1.21 - Disability
Section 1.22 - EBAIC
Section 1.23 - Effective Date
Section 1.24 - Eligible Employee
Section 1.25 - Eligible Spouse
Section 1.26 - Employee
Section 1.27 - Employer
Section 1.28 - Entry Date
Section 1.29 - ESOP Allocated Shares Account
Section 1.30 - ESOP Payment Account
Section 1.31 - ESOP Preferred Stock
Section 1.32 - ESOP Suspense Account
Section 1.33 - ESOP Loan
Section 1.34 - Five-Percent (5%) Owner
Section 1.35 - Highly Compensated Employee
Section 1.36 - Investment Fund or Funds
Section 1.37 - Leased Employee
Section 1.38 - Member
Section 1.39 - Minimum Redemption Value
Section 1.40 - Non-Highly Compensated Employee
Section 1.41 - Participating Unit
Section 1.42 - Plan
Section 1.43 - Prior Plan
Section 1.44 - Plan Administrator
Section 1.45 - Plan Year
Section 1.46 - Profits
Section 1.47 - RPG Stock
Section 1.48 - Retirement
Section 1.49 - Rollover Contribution
Section 1.50 - Temporary Employee
Section 1.51 - Termination of Employment
Section 1.52 - Trustee
Section 1.53 - Trust Fund
Section 1.54 - Valuation Date
Section 1.55 - Withdrawal Valuation Date
ARTICLE II - Membership
Section 2.01 - Eligibility
Section 2.02 - Membership Application
Section 2.03 - Rehired Former Employee
ARTICLE III - Service
Section 3.01 - Absence in Military Service
Section 3.02 - Approved Leave of Absence
Section 3.03 - Family Medical Leave
Section 3.04 - Period of Service
Section 3.05 - Service Definitions
ARTICLE IV - Contributions
Section 4.01 - Before-Tax Matched Contributions
Section 4.02 - Company Contributions
Section 4.03 - Before-Tax Unmatched Contributions
Section 4.04 - After-Tax Supplemental Contributions
Section 4.05 - Deferral Percentages
Section 4.06 - Contribution Percentages
Section 4.07 - Change in Before-Tax Matched, Before-Tax Unmatched, and Supplemental Contributions
Section 4.08 - Suspension of Before-Tax Matched, Before-Tax Unmatched, and Supplemental Contributions
Section 4.09 - Limitation of Contributions
ARTICLE V - Trust Fund
Section 5.01 - The Trust Agreement
Section 5.02 - The Trustee
Section 5.03 - Separate Investment Funds
Section 5.04 - Temporary Investment
Section 5.05 - Investment Managers
ARTICLE VI - ESOP Preferred Stock Fund
The following Article VI is effective for Plan Years beginning on or after January 1989 and ending on or before December 31, 1998.
Section 6.01 - The ESOP Preferred Stock Fund
Section 6.02 - ESOP Loans
Section 6.03 - ESOP Loan Payments
Section 6.04 - Release of ESOP Preferred Stock
Section 6.05 - ESOP Preferred Stock Dividends
Section 6.06 - Withdrawals and Distributions
Section 6.07 - Voting and Tendering
Section 6.08 - Diversification Elections
ARTICLE VII - Other Investment Funds
Section 7.01 - Other Investment Funds
Section 7.02 - Investment of Contributions
Section 7.03 - Member Responsibility For Selection of Funds
Section 7.04 - Voting and Tendering
ARTICLE VIII - Valuation of Assets and Members' Accounts
Section 8.01 - Valuation of Assets
Section 8.02 - Valuation of Accounts
Section 8.03 - Statement of Accounts
Section 8.04 - Accounts in Units
ARTICLE IX - Vesting of Contributions
Section 9.01 - Vesting of Basic and Supplemental Investment Accounts
Section 9.02 - Vesting of Company Contributions Account
ARTICLE X - Distributions
Section 10.01 - General
Section 10.02 - Methods of Distribution
Section 10.03 - Qualified Joint and Survivor Annuity
Section 10.04 - Election Not to Receive a Qualified Joint and Survivor Annuity
Section 10.05 - Completion of Appropriate Forms
Section 10.06 - Accounts of Former Employees
Section 10.07 - Consent to Payment
Section 10.08 - Latest Deferral of Payment
Section 10.09 - Lost Payees
Section 10.10 - Distribution of Annuity Contracts
ARTICLE XI - Death Benefits
Section 11.01 - Death Benefits
Section 11.02 - Beneficiary Designation
Section 11.03 - Pre-Retirement Survivor Annuity
Section 11.04 - Payment of Benefit
Section 11.05 - Latest Time for Payment
Section 11.06 - Payments in the Event of Death with No Designated Survivor or Incompetency
Section 11.07 - Renunciation of Death Benefit
Section 11.08 - Proof of Death and Right of Beneficiary or Other Person
ARTICLE XII - Withdrawal Prior to Termination of Employment
Section 12.01 - Withdrawal of Supplemental Contributions
Section 12.02 - Hardship Withdrawal of Basic Contributions and/or Company Matching Contributions
Section 12.03 - Age Fifty-Nine and One-Half (59-1/2) Withdrawal
Section 12.04 - Order of Withdrawals
ARTICLE XIII - Forfeitures
Section 13.01 - Time of Forfeiture and Restoration
Section 13.02 - Disposition of Forfeitures
Section 13.03 - Effect of Withdrawal Under Article XII
Section 13.04 - Maternity Absence
ARTICLE XIV - Administration of Plan
Section 14.01 - Plan Administrator
Section 14.02 - Benefits Council
Section 14.03 - Benefits Policy Board
Section 14.04 - EBAIC
Section 14.05 - Authority and Duties of Various Fiduciaries
Section 14.06 - Named Fiduciaries
Section 14.07 - Delegation
Section 14.08 - Multiple Capacities
ARTICLE XV - Amendments, Termination, Permanent Discontinuance of Contributions, Merger or Consolidation
Section 15.01 - Amendments
Section 15.02 - Termination or Permanent Discontinuance of Contributions
Section 15.03 - Partial Termination
Section 15.04 - Benefits in Case of Merger or Consolidation
ARTICLE XVI - Loans
Section 16.01 - Loans
Section 16.02 - Interest Rates
Section 16.03 - Other Rules
ARTICLE XVII - Miscellaneous
Section 17.01 - Benefits Payable from Trust Fund
Section 17.02 - Elections
Section 17.03 - No Right to Continued Employment
Section 17.04 - Inalienability of Benefits and Interest
Section 17.05 - Payments for Exclusive Benefits of Members
Section 17.06 - Missouri Law to Govern
Section 17.07 - No Guarantee
Section 17.08 - Address of Record
Section 17.09 - Participating Units
Section 17.10 - Headings
Section 17.11 - Use of Masculine Terms
Section 17.12 - Payment of Expenses
Section 17.13 - Rollover Contributions
ARTICLE XVIII - Claim Procedure
Section 18.01 - Initial Determination
Section 18.02 - Review
ARTICLE XIX - Limitation on Contributions
Section 19.01 - Maximum Annual Additions
ARTICLE XX - Top-Heavy Provisions
Section 20.01 - Application of Top-Heavy Provisions
Section 20.02 - Definitions
Section 20.03 - Minimum Contribution
Section 20.04 - Limit on Annual Additions: Combined Plan Limit
</TABLE>
RESTATED RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN [AND TRUST]
Whereas, Ralston Purina Company (the "Company") previously established the
- -------
Ralston Purina Company Savings Investment Plan for salaried, administrative, and
- -----
clerical employees (the "SAC SIP"), effective January 1, 1989, which resulted
from the merger of the Ralston Purina Savings Investment Plan effective April 1,
1983, and the implementation of a leverageable employee stock ownership plan
component;
Whereas, the Company merged the Ralston Purina Company Savings Investment Plan
- -------
for Production Employees, [EFFECTIVE JANUARY 1, 1988], for production employees
(the "Production SIP") and the SAC SIP effective January 1, 1992, resulting in
the Ralston Purina Company Savings Investment Plan (the "Plan");
Whereas, the Company reserved the right to amend the Plan pursuant to Article XV
- -------
hereof;
Whereas, the Company has previously amended and restated the Plan effective
- -------
January 1, 1988;
- ----
Whereas, the leverageable employee stock ownership component of the Plan expires
- -------
on December 31, 1998 upon complete satisfaction and payment of the ESOP Loan;
Whereas, the Company desires to further amend and completely restate the Plan to
- -------
reflect (i) the satisfaction and payment of the ESOP Loan on December 31, 1998,
(ii) the redemption and/or the conversion of the ESOP Preferred Stock, and (iii)
Company Contribution formula modifications.
Whereas, effective April 1, 1998, the Company spun off its international
- -------
agricultural feed business to the shareholders of Ralston Purina Company common
- -------
stock, in a spin-off qualifying under Code Section 355; and the Company is
hereby further amending the Plan to reflect the spin-off of the account balances
of participants who became employees of the spun-off company;
[WHEREAS, THE COMPANY WISHES TO FURTHER AMEND THE PLAN TO COMPLY WITH PROVISIONS
-------
OF THE SMALL BUSINESS JOB PROTECTION ACT OF 1996 ("SBJPA"); THE URUGUAY ROUND
AGREEMENTS ACT ("GATT"); AND THE UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT
RIGHTS ACT OF 1994 ("USERRA")]
Now, therefore, resolved that the Ralston Purina Company Savings Investment Plan
- ------------------------
is hereby amended and restated to reflect the above changes, [GENERALLY
EFFECTIVE AS OF JANUARY 1, 1999, UNLESS OTHERWISE INDICATED].
<PAGE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
ARTICLE I - Definitions
Section 1.01 - Accounts
--------
Accounts shall mean, with respect to any Member, his Basic and Supplemental
Investment Accounts, his Company Contribution Account, and his Rollover Account.
Section 1.02 - Affiliated Company
-------------------
Affiliated Company shall mean (a) any company more than fifty percent (50%) of
the voting stock of which is directly or indirectly owned by Ralston Purina
Company or by any successor, and (b) any Commonly Controlled Entity; provided,
however, that a company shall not be an Affiliated Company unless Common Stock
would be employer securities within the meaning of Code Section 409(l) with
respect to such company.
Section 1.03 - After-Tax Supplemental Contributions
--------------------------------------
After-Tax Supplemental Contributions shall mean the contributions of a Member
which are credited to his After-
Tax Supplemental Investment Account in accordance with Section 4.04.
Section 1.04 - After-Tax Supplemental Investment Account
--------------------------------------------
After-Tax Supplemental Investment shall mean that portion of the Trust Fund
which, with respect to any Member, is attributable to his own After-Tax
Supplemental Contributions, and any investment earnings and gains or losses
thereon.
Section 1.05 - Before-Tax Investment Account
-------------------------------
Before-Tax Investment Account shall mean that portion of the Trust Fund which,
with respect to any Member, is attributable to Before-Tax Matched and Before-Tax
Unmatched Contributions under the Plan and any investment earnings and gains or
losses thereon.
Section 1.06 - Before-Tax Matched Contributions
----------------------------------
Before-Tax Matched Contributions shall mean the amount remitted by the Employer
in accordance with Section 4.01.
Section 1.07 - Before-Tax Unmatched Contributions
------------------------------------
Before-Tax Unmatched Contributions shall mean the amount remitted by the
Employer in accordance with Section 4.03.
Section 1.08 - Beneficiary
-----------
Beneficiary shall mean any person or persons designated in accordance with
Section 11.02.
Section 1.09 - Board of Directors
--------------------
Board of Directors shall mean the Board of Directors of Ralston Purina Company
and any committee of directors authorized by such Board to act in its behalf
with reference to the Plan.
Section 1.10 - CBG Stock
----------
CBG Stock shall mean the Ralston-Continental Baking Group $.10 Par Value Common
Stock, effective July 30, 1993.
Section 1.11 - Closing Price
--------------
Closing Price shall mean the price assigned to a transaction order on a
Valuation Date. Generally, the Closing Price is determined by the Trustee on
the day the order is placed. However, if, in the best judgment of the EBAIC, it
would not be in the best interests of Plan Participants to determine the Closing
Price on the day the order is placed, due to unusual circumstances, EBAIC may,
in its sole discretion, complete the order in such manner as the members thereof
deem prudent. If a transaction is completed over several days, Participants who
placed such orders on the original date will not be permitted to effect any
other transactions, other than making contributions and loan repayments, until a
Closing Price for the original Valuation Date is established. The Closing Price
assigned to such orders will reflect the average price of the transactions
necessary to complete the orders.
Section 1.12 - Code
----
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.
Section 1.13 - Common Stock
-------------
Common Stockshall mean the common stock of Ralston Purina Company and shall
include any other authorized class or series of Common Stock outstanding upon
the reclassification of any of such classes or series of Common Stock,
including, without limitation, any stock split-up, stock dividend, creation of
targeted stock or other distributions of stock in respect of stock [TIM-NANCY:
THIS WOULD MAKE STOCK OF SPUN-OFF ENTITIES' STOCK AND THIS IS NOT THE CASE], or
any reverse stock split-up, or recapitalization of the Company, or any merger or
consolidation of the Company with any Affiliated Company. Common stock shall
include CBG or RPG Stock from July 30, 1993 through [July _____, 1995.]
Section 1.14 - Commonly Controlled Entity
----------------------------
Commonly Controlled Entity shall mean (1) any corporation which is a member of
the same controlled group of corporations within the meaning of Code Section
414(b) as Ralston Purina Company, (2) any trade or business (whether or not
incorporated) which is under common control with Ralston Purina Company within
the meaning of Code Section 414(c), and (3) any organization which is a member
of an affiliated service group within the meaning of Code Section 414(m) of
which a Company is also a member, and (4) any entity which is required to be
aggregated under Code Section 414(o).
Section 1.15 - Company
-------
Company shall mean Ralston Purina Company, a Missouri corporation, and any
Affiliated Company.
Section 1.16 - Company Contribution Account
------------------------------
Company Contribution Account shall mean that portion of the Trust Fund which,
with respect to any Member, is attributable to any contributions made on the
Member's behalf by the Company in accordance with Section 4.02 and any
investment earnings and gains or losses thereon.
Section 1.17 - Company Matching Contributions
--------------------------------
Company Matching Contributions shall mean the amount contributed by the Employer
in accordance with Section 4.02(a)(i).
Section 1.18 - Company PAYSOP Account Contributions
---------------------------------------
Company PAYSOP Account Contributions shall mean the amount contributed by the
Employer in accordance with Section 4.02(a)(ii).
Section 1.19 - Compensation
------------
Compensation shall mean the basic compensation and such other forms of cash
compensation paid for employment in Covered Service, as determined by the Plan
Administrator including but not limited to, regular cash bonuses (unless the
Member elects to defer such bonus under a Company sponsored deferred
compensation plan); payments made under a Code Section 125 Cafeteria Plan;
payments received by Members as a result of non-occupational sicknesses or
injuries as wage replacement; and payments received by a Member under any type
of Company sponsored voluntary supplementation of worker's compensation
payments. Compensation shall not include employer paid reimbursements and
allowances, or non-recurring awards. Notwithstanding the foregoing, for Plan
Years commencing on or after January 1, 1994, Compensation for purposes of the
Plan shall not exceed the dollar limit provided under Code 401(a)(17) of the
Code, or such increases as the Secretary of Treasury may determine in accordance
with Code Section 401(a)(17).
Section 1.20 - Covered Service
----------------
Covered Service means employment of an Employee by an Employer in a
Participating Unit, as a regular Employee for which the Employee is paid from a
United States dollar payroll maintained in the United States and for which the
Employee receives a regular and stated compensation or retainer and an Employee,
while designated as an Internationally Assigned Employee in a sales,
administrative, clerical, or production capacity for which the Employee receives
a regular stated compensation or retainer which is subject to taxes imposed by
the Federal Insurance Contributions Act; provided that the following service
shall not be Covered Service:
(a) Employment excepted by the Board of Directors, or by the Plan
Administrator pursuant to authority delegated to it by the Board of Directors,
on a uniform and nondiscriminatory basis with respect to persons similarly
situated;
(b) Employment subject to a collective bargaining agreement the terms
and conditions of which do not make this Plan applicable to it; and
(c) Employment as a Leased Employee;
(d) Employment as a Temporary Employee; and
(e) Employment as a fee-for-service worker or independent contractor or
in a similar capacity (rather than in the capacity of an Employee), regardless
of such individual's status under common law, including any such individual who
is or has been determined by a third party (including, without limitation, a
government agency or board or court or arbitrator) to be an Employee of the
Company, or any Affiliated Company for any purpose, including, for purposes of
any employee benefit plan of the Company or any Affiliated Company (including
this Plan) or for purposes of federal, state, or local tax withholding,
employment tax, or employment law.
Section 1.21 - Disability
----------
Disability shall mean, (a) being disabled within the meaning of any pension plan
or long term disability plan of an Employer under which a Member is entitled to
receive benefits and which results in Termination of Employment, or (b), if (a)
is not applicable, as provided in Code Section 72(m)(7), being unable to engage
in any substantial gainful activity by reason of any medically determined
physical or mental impairment which can be expected to result in death or to be
of a long continued and indefinite duration which results in a Termination of
Employment.
Section 1.22 - EBAIC
-----
EBAIC shall mean the Employee Benefit Asset Investment Committee, as provided in
Article XIV.
Section 1.23 - Effective Date
---------------
Effective Date shall mean January 1, 1988, except as otherwise provided herein,
in respect of Ralston Purina Company, and the date as of which the Plan is
adopted by an Affiliated Company, with respect to such company.
Section 1.24 - Eligible Employee
------------------
Eligible Employee shall mean an Employee who has satisfied the eligibility
requirement of Section 2.01 and is employed in Covered Service.
Section 1.25 - Eligible Spouse
----------------
Eligible Spouse shall mean the person to whom a Member is lawfully married at
the time benefit payments to the Member from this Plan commence, or in the case
of a Member who dies before such time, the person to whom the Member is lawfully
married on the date of death of the Member.
Section 1.26 - Employee
--------
Employee shall mean any person employed by the Company, including a Leased
Employee.
Section 1.27 - Employer
--------
Employer shall mean Ralston Purina Company or any Affiliated Company by whom the
Employee is employed that contributes to the Plan for the benefit of its
employees with the approval of the Plan Administrator. Any such Company that
contributes to the Plan shall thereby agree to all of the terms and conditions
of the Plan.
Section 1.28 - Entry Date
-----------
Entry Date shall mean, with respect to an Eligible Employee first hired after
February 28, 1995, the first day of the second month immediately following his
or her Employment Commencement Date. For all other Eligible Employees, Entry
Date shall mean the earlier of: (i) the first day of the month immediately
following the completion by the Employee of a one-year Period of Service, or
(ii) May 1, 1995.
Notwithstanding the foregoing, for all Eligible Employees of Energizer Power
Systems, a division of Eveready Battery Company, Inc., who were employed by
Gates Energy Products Inc. as of August 27, 1993, Entry Date shall mean August
28, 1993. For all other Eligible Employees of Energizer Power Systems, Entry
Date shall mean the first day of the first month immediately following his
Employment Commencement Date.
Section 1.29 - ESOP Allocated Shares Account
--------------------------------
ESOP Allocated Shares Account shall mean that portion of the Ralston Purina ESOP
Preferred Stock Fund described in Section 6.04(a).
Section 1.30 - ESOP Payment Account
----------------------
ESOP Payment Account shall mean that portion of the Ralston Purina ESOP
Preferred Stock Fund described in Section 6.03.
Section 1.31 - ESOP Preferred Stock
----------------------
ESOP Preferred Stock shall mean the Series A Convertible Preferred Stock issued
by Ralston Purina Company to be held as qualifying employer securities under the
Plan.
Section 1.32 - ESOP Suspense Account
-----------------------
ESOP Suspense Account shall mean the separate account to which shares of ESOP
Preferred Stock acquired with the proceeds of an ESOP Loan are allocated.
Section 1.33 - ESOP Loan
----------
ESOP Loan shall mean a loan to the Plan from or guaranteed by the Company which
satisfies the requirements of Article VI.
Section 1.34 - Five-Percent (5%) Owner
-------------------------
Five-Percent (5%) Owner shall mean an Employee who is a five-percent (5%) owner
as defined in Code Section 416(i)(1)(B)(i).
Section 1.35 - Highly Compensated Employee
-----------------------------
Highly Compensated Employee shall mean any Employee who is a highly-compensated
employee as defined in Section 414(q) of the Code and regulations thereunder.
Section 1.36 - Investment Fund or Funds
---------------------------
Investment Fund or Funds shall mean the separate funds established within the
Trust in accordance with Article VII.
Section 1.37 - Leased Employee
----------------
Leased Employee shall mean a person who provides services to the Company and--
(1) such services are provided pursuant to an agreement (written
or oral) between the Company, and any other person ("leasing organization"),
(2) such person has performed such services for the Company on a
substantially full-time basis for a period of at least one year, and
(3) such services are performed under primary direction or control
by the recipient for all Plan years beginning after December 31, 1996. For all
Plan years beginning prior to January 1, 1997, this item 3 shall read: such
services are of a type historically performed in the business field of the
Company by Employees.
A person shall not be deemed a Leased Employee if he is covered by a plan
maintained by a leasing organization which is a money purchase pension plan with
a non-integrated employer contribution rate of at least ten percent (10%) of
compensation, and provides for immediate participation and for full and
immediate vesting provided that Leased Employees constitute less than twenty
percent (20%) of the Company's Non-Highly Compensated Employees.
Section 1.38 - Member
------
Member shall mean any person included in the membership of the Plan as provided
in Article II. Unless otherwise specified, Member shall include "EPS Member" as
defined in Article IV.
Section 1.39 - Minimum Redemption Value
--------------------------
Minimum Redemption Value shall be an amount equal to the total cost of ESOP
Preferred Stock acquired by the Trustee with the proceeds of an ESOP Loan
divided by the total number of shares so acquired.
Section 1.40 - Non-Highly Compensated Employee
---------------------------------
Non-Highly Compensated Employee shall mean any Employee who is neither a Highly
Compensated Employee nor a family member of a Highly Compensated Employee, as
defined in Section 414(q) of the Code and regulations thereunder.
Section 1.41 - Participating Unit
-------------------
Participating Unit shall mean Ralston Purina Company or any subsidiary of
Ralston Purina Company that contributes to the Plan for the benefit of its
Employees with the approval of the Plan Administrator, and any unit of Employees
of the Company or an Affiliated Company authorized to participate in the Plan in
accordance with Section 17.09.
Section 1.42 - Plan
----
Plan shall mean the Ralston Purina Company Savings Investment Plan, as described
herein or as hereafter amended.
Section 1.43 - Prior Plan
-----------
Prior Plan shall mean the Ralston Purina Company Savings Investment Plan as in
effect on December 31, 1987.
Section 1.44 - Plan Administrator
-------------------
Plan Administrator shall mean Ralston Purina Company.
Section 1.45 - Plan Year
----------
Plan Year shall mean the calendar year.
Section 1.46 - Profits
-------
Profits shall mean both the accumulated earnings and profits and current net
taxable income of the Company attributable to the Energizer Power Systems
division (EPS), before deduction of federal, state, and local income taxes and
before any contributions made by the Company to this or any other employee
benefit plan maintained by the Company, on behalf of employees of EPS, as
determined by its independent public accountants in accordance with generally
accepted accounting principles.
Section 1.47 - RPG Stock
----------
RPG Stock shall mean the Ralston - Ralston Purina Group Common $.10 Par Value
Stock, effective July 30, 1993, through [_______________, 1995].
Section 1.48 - Retirement
----------
Retirement shall mean early or normal retirement under any other retirement plan
of the Company, provided such retirement results in the Member's Termination of
Employment. ["RETIREMENT" FOR MEMBERS NOT COVERED BY SUCH A PLAN SHALL MEAN
TERMINATION OF EMPLOYMENT AFTER ATTAINING AGE SEVENTY (70).(?)]
Section 1.49 - Rollover Contribution
----------------------
Rollover Contribution shall mean that portion of the Trust Fund which, with
respect to any Member, is attributable to Rollover Contributions under Section
17.13 under the Plan, and any investment earnings and gains or losses thereon.
Section 1.50 - Temporary Employee
-------------------
Temporary Employee shall mean an Employee who is hired (i) to complete a special
project of limited duration, or (ii) to fill the vacancy of an Employee who is
on a leave of absence.
Section 1.51 - Termination of Employment
---------------------------
Termination of Employment shall mean separation from the employment of the
Company for any reason, including, but not limited to, Retirement, death,
Disability, resignation or dismissal by the Company; provided, however, that a
transfer of employment between Ralston Purina Company and an Affiliated Company
or between Affiliated Companies shall not be deemed to be "Termination of
Employment." Notwithstanding the foregoing, for purposes hereunder, an Employee
who has been placed on inactive status for a twelve (12) consecutive month
period shall be treated as having incurred a termination of Employment;
provided, however, if a definite date has been established at which time the
Employee is expected to return to Covered Service, then the person shall not be
deemed to have incurred a "Termination of Employment". With respect to any
leave of absence or any period of service in the Armed Forces of the United
States ("Armed Forces"), Article III shall govern.
Section 1.52 - Trustee
-------
Trustee shall mean a trustee or trustees at any time acting as such under a
trust agreement or agreements established for purposes of this Plan.
Section 1.53 - Trust Fund
-----------
Trust Fund shall mean the cash and other properties arising from contributions
made in accordance with the provisions of this Plan.
Section 1.54 - Valuation Date
---------------
Valuation Date shall mean the date reflecting the effective date on which a
transaction was implemented at the Closing Price established for that date.
Section 1.55 - Withdrawal Valuation Date
---------------------------
[WITHDRAWAL VALUATION DATE SHALL MEAN, WITH RESPECT TO A MEMBER, THE VALUATION
DATE COINCIDING WITH, OR IMMEDIATELY FOLLOWING, THE DATE ON WHICH HIS REQUEST
FOR A WITHDRAWAL UNDER THE PLAN IS EFFECTED BY THE PLAN ADMINISTRATOR.] ?
ARTICLE II - Membership
Section 2.01 - Eligibility
-----------
An Employee shall be eligible for membership in the Plan on any Entry Date on
which the Employee is employed in Covered Service.
Section 2.02 - Membership Application
-----------------------
An Eligible Employee may become a Member on an Entry Date by completing and
submitting to the Plan Administrator in a timely manner an application form
supplied by the Plan Administrator on which he designates the percentage of his
Compensation he wishes to be contributed to this Plan by means of deductions
from his Compensation, he chooses one or more Investment Fund(s), and he names a
Beneficiary. Participation in the Plan by an Eligible Employee is voluntary.
Section 2.03 - Rehired Former Employee
-------------------------
If a former Employee formerly eligible for membership under Section 2.01 above
is rehired after a Severance from Service Date as defined in Section 3.02(d),
the former Employee shall again be eligible to become a Member of the Plan on
the date of his re-employment as an Eligible Employee.
ARTICLE III - Service
Section 3.01 - Absence in Military Service
------------------------------
If an Employee shall have been absent from the service of the Company because of
service in the Armed Forces of the United States and if he shall have returned
to the service of the Company within the period during which re-employment
rights are extended by law, such absence shall not count as a period of
severance. Any period of such absence which is not otherwise included in his
Period of Service shall be so included. [AMEND TO ADDRESS USERRA.]
Section 3.02 - Approved Leave of Absence
----------------------------
A period during which an Employee is on a leave of absence approved by the
Company not otherwise included in a Period of Service shall, if the Plan
Administrator so determines, be so included under rules established by the Plan
Administrator uniformly applicable to all Employees similarly situated.
Section 3.03 - Family Medical Leave
----------------------
If an Employee is absent from the service of the Company because of a leave of
absence which qualifies as a leave under the Family Medical Leave Act, such
absence shall be included in the Period of Service.
Section 3.04 - Period of Service
-------------------
The Period of Service of an Employee means the period of Covered Service
beginning on an Employment Commencement Date of an Employee and ending on the
Severance from Service Date of the Employee that next follows such an Employment
Commencement Date. Nonconsecutive Periods of Service shall be aggregated and
three hundred sixty-five (365) days of service shall equal a whole year of
service. If an Employee performs an Hour of Service within twelve (12) months
of a Severance from Service Date, the Employee's Period of Service shall include
the time which elapsed between the date of such a Severance from Service Date
and such date of re-employment.
Additionally, the following Covered Service shall be included in an Employee's
Period of Service:
(a) service with Beech-Nut Nutrition Corporation, a division of
Nestle, Inc., for all employees of Beech-Nut Nutrition Corporation on November
2, 1989, who became Employees of the Company on November 3, 1989;
(b) service with Solka-Floc, a division of James River Traders,
Inc., for all employees of Solka-Floc on September 29, 1991, who became
Employees of the Company on September 30, 1991;
(c) service with Gates Energy Products, Inc., for all employees
who were employed by Gates Energy Products, Inc. on August 27, 1993, who became
Employees of Eveready Battery Company, Inc. on August 28, 1993;
(d) service with Interstate Brands Corporation for all employees
who were employed by Interstate Brands Corporation on January 23, 1994, at their
Los Angeles bakery location, who became Employees of Continental Baking Company
on January 24, 1994;
(e) service with National Oats, a division of Curtice Burns, Inc.,
for all employees of National Oats on November 18, 1993, who became Employees of
the Company on November 19, 1993.
(f) service with Breckenridge Ski Corporation for all employees of
Breckenridge Ski Corporation on May 2, 1993 who became Employees of Keystone
Management, Inc. on May 3, 1993.
Section 3.05 - Service Definitions
--------------------
(a) "Employment Commencement Date" shall mean the date the
Employee first performs an Hour of Service; provided that, if an Employee incurs
a Break in Service of at least one year, the Employment Commencement Date of the
Employee shall be the first day on which the Employee performs an Hour of
Service after incurring such a Break in Service.
(b) "Break in Service" means the period following a Severance from
Service Date extending until the Employee again completes an Hour of Service.
(c) "Hour of Service" means an hour for which an Employee is paid,
or entitled to payment, for the performance of duties for the Company.
[(D) "SEVERANCE FROM SERVICE DATE" MEANS THE EARLIER OF (1) THE
DATE THE EMPLOYEE RETIRES, DIES, RESIGNS OR IS DISCHARGED, OR (2) THE FIRST
ANNIVERSARY OF THE DATE ON WHICH THE EMPLOYEE BEGINS A PERIOD OF ABSENCE, WITH
OR WITHOUT PAY, WITH THE COMPANY, SUBJECT, HOWEVER, TO THE PROVISIONS OF SECTION
1.51.]
ARTICLE IV - Contributions
Section 4.01 - Before-Tax Matched Contributions
----------------------------------
(a) (i) For years beginning on or after January 1, 1999, each
Member may elect to reduce his Compensation in any amount from one percent (1%)
to four percent (4%) [in one percent (1%) increments] of his Compensation for
each payroll period subject to the provisions set forth in Sections 4.01(c) and
(d), 4.05, 4.09, and Article XIX, and his Employer shall remit to the Plan on
his behalf Before-Tax Matched Contributions equal to the amount of the reduction
in his Compensation as soon as practicable after the end of the payroll period.
Such contribution shall in no event be made later than ninety (90) days after
the end of such payroll period.
(ii) For years beginning on or after January 1, 1989, but
ending on or before December 31, 1998, each Member may elect to reduce his
Compensation in any amount from one percent (1%) to six percent (6%) [in one
percent (1%) increments] of his Compensation for each payroll period subject to
the provisions set forth in Sections 4.01(c) and (d), 4.05, 4.09, and Article
XIX, and his Employer shall remit to the Plan on his behalf Basic Matched
Contributions equal to the amount of the reduction in his Compensation as soon
as practicable after the end of the payroll period. Such contribution shall in
no event be made later than ninety (90) days after the end of such payroll
period.
(b) Each Member who is an Employee of EPS ("EPS Member") may elect
to reduce his Compensation in any amount from one percent (1%) to three percent
(3%) [in one percent (1%) increments] of his Compensation for each payroll
period, subject to the provisions set forth in Sections 4.01(c), 4.05(g), 4.09,
and Article XIX, and his Employer shall remit to the Plan on his behalf Pre-Tax
Matched Contributions equal to the amount of the reduction in his Compensation
as soon as practicable after the end of the payroll period. Such contribution
shall in no event be made later than ninety (90) days after the end of such
payroll period.
(c) Notwithstanding the foregoing, the Employer shall not remit to
the Plan any Pre-Tax Matched Contributions on behalf of any Member who receives
a hardship withdrawal of his Pre-Tax Contribution Account or his Company
Matching Contribution Account after February 28, 1995, in accordance with
Section 12.02, during the twelve-month period immediately following such
withdrawal.
Section 4.02 - Company Contributions
----------------------
(a) (i) Company Matching Contributions. For Plan Years
------------------------------
commencing on or after January 1, 1999, the Company shall contribute to the Plan
as of each payroll period an amount equal to twenty-five percent (25%) of the
aggregate before-tax matched contributions for such period.
(ii) For Plan Years commencing on or after January 1, 1989
and ending on or before December 31, 1998, the Company shall from time to time,
within a loan amortization period, contribute to the Plan such amounts which
will, in the aggregate at the end of such loan amortization payment period (as
described in Section 6.04 herein), equal the amount which, when combined with
other amounts credited to the Loan Payment Account and, at the EBAIC's
direction, with dividends paid or payable with respect to shares of ESOP
Preferred Stock allocated to Member's Accounts, equal the dollar amount of the
loan amortization payment which may be required pursuant to the terms of any
outstanding ESOP Loan.
(iii) Company "PAYSOP" Account Contributions. The Company
--------------------------------------
shall also contribute to the Plan as of each December 31, commencing December
31, 1989 and ending December 31, 1993, an amount equal to twenty percent (20%)
of the aggregate value of the accounts transferred on March 1, 1989 from the
Purina ESOP for Production Employees, and Purina ESOP for SAC Employees, (the
"PAYSOPs") to the SAC SIP and the Production SIP of Members who are Employees on
the September 30 immediately preceding the respective above-designated
contribution date. For purposes of determining the amount of the Company
contribution described hereunder, the value of the accounts transferred from the
PAYSOPs shall be determined as of December 31, 1988.
[ (B) (I) AS HEREINAFTER PROVIDED, EACH EMPLOYER OTHER THAN
ENERGIZER POWER SYSTEMS, SHALL, FOR ANY PLAN YEAR, CONTRIBUTE A PORTION OF THE
TOTAL COMPANY MATCHING CONTRIBUTIONS, MADE PURSUANT TO SUBPARAGRAPH (A)(I)
ABOVE, EQUAL TO THE TOTAL COMPANY MATCHING CONTRIBUTIONS MULTIPLIED BY A
FRACTION, THE NUMERATOR OF WHICH IS THE AGGREGATE BEFORE-TAX MATCHED
CONTRIBUTIONS DESCRIBED IN SECTION 4.01(A) [BUT EXCLUDING THE BEFORE-TAX MATCHED
CONTRIBUTIONS DESCRIBED IN SECTION 4.01(B)], ALLOCATED TO EACH MEMBER AS
DETERMINED UNDER SECTION 6.04(B) FOR PERIODS WHILE THEY ARE EMPLOYEES OF SUCH
EMPLOYER, AND THE DENOMINATOR OF WHICH IS THE TOTAL AGGREGATE BEFORE-TAX MATCHED
CONTRIBUTIONS OF ALL MEMBERS [EXCLUDING THE BEFORE-TAX MATCHED CONTRIBUTIONS
DESCRIBED IN SECTION 4.01(B)], SUBJECT TO THE PROVISIONS OF SECTION 13.02.]
(ii) As hereinafter provided, each Employer shall, for each
Plan Year ending on or after December 31, 1989, but no later than December 31,
1998, contribute a portion of the total Company PAYSOP Account Contributions,
made pursuant to subsection (a)(ii) above, equal to the total Company PAYSOP
Account Contributions of Members who are Employees of such Employers on
September 30 immediately preceding the contribution date identified in
subparagraph (a)(ii) above.
(c) In satisfaction of its obligation under subsection (a), an
Employer may pay its contribution in cash or, for Plan Years on or beginning
after January 1, 1989, but ending on or before December 31, 1998, to the extent
provided by Section 6.04(b) may contribute shares of ESOP Preferred Stock, or
for Plan Years beginning after December 31, 1998, in cash or shares of Common
Stock.
(d) In the event that the Commissioner of Internal Revenue, on
timely application made after the adoption of the Plan, as restated, determines
that the Plan and the implementing trust do not qualify for tax-exempt status,
or refuses, in writing, to issue a favorable determination with respect to the
Plan and such trust, the Employer contributions made on or after the date on
which such determination or refusal is applicable shall be returned to the
Employer without interest. In the event that an Employer contribution to the
Plan is made by a mistake of fact or all or part of the Employer's deductions
under Code Section 404 for con-tributions to the Plan are disallowed by the
Internal Revenue Service, the portion of the contributions attributable to such
mistake of fact or to which such disallowance applies shall be returned to the
Employer without interest. [REVIEW.]
Any such return shall be made within one year after the making of such
contribution by mistake of fact or the denial of qualification or disallowance
of deductions, as the case may be.
(e) (i) Energizer Power Systems Company Basic Contributions.
----------------------------------------------------
The Company shall contribute to the Plan each month on behalf of each EPS Member
an amount equal to three percent (3%) of each Member's monthly Compensation.
Such Company Basic Contributions shall be made from Profits.
(ii) Energizer Power Systems Company Matching Contributions.
-------------------------------------------------------
The Company shall also contribute to the Plan, on behalf of each EPS Member who
makes an election in accordance with Section 4.01(b), out of Profits, an amount
equal to one hundred percent (100%) of the Basic Matched Contributions made on
behalf of each EPS Member, subject to the provisions of Article XIX.
Section 4.03 - Before-Tax Unmatched Contributions
------------------------------------
(a) For Plan Years commencing on or after January 1, 1989 and
ending on or before December 31, 1998, a Member who has elected the maximum
Pre-Tax Matched Contribution rate of six percent (6%) may elect to further
reduce his Compensation by an additional one percent (1%) to six percent (6%)
[in one percent (1%) increments] of his Compensation for each payroll period,
subject to the provisions set forth in Sections 4.03(c), (d), 4.05, 4.09, and
Article XIX, and his Employer shall remit to the Plan on his behalf Pre-Tax
Unmatched Contributions equal to the amount of the reduction in his Compensation
as soon as practicable after the end of the payroll period. Such contribution
shall in no event be made later than ninety (90) days after the end of such
payroll period.
(b) For Plan Years commencing on or after January 1, 1999 and
ending on or before December 31, 1998, a Member who has elected the maximum
Pre-Tax Matched Contribution rate of six percent (6%) may elect to further
reduce his Compensation by an additional one percent (1%) to ten percent (10%)
[in one percent (1%) increments] of his Compensation for each payroll period,
subject to the provisions set forth in Sections 4.03(c), (d), 4.05, 4.09, and
Article XIX, and his Employer shall remit to the Plan on his behalf Pre-Tax
Unmatched Contributions equal to the amount of the reduction in his Compensation
as soon as practicable after the end of the payroll period. Such contribution
shall in no event be made later than ninety (90) days after the end of such
payroll period.
(c) An EPS Member who has elected the maximum Pre-Tax Matched
Contribution rate of three percent (3%), may elect to further reduce his
Compensation by an additional one percent (1%) to six percent (6%) [in one
percent (1%) increments] of his Compensation for each payroll period, subject to
the provisions set forth in Section 4.05, 4.09 and Article XIX, and his Employer
shall remit to the Plan on his behalf Before-Tax Unmatched Contributions equal
to the amount of the reduction in his Compensation as soon as practicable after
the end of the payroll period. Such contribution shall in no event be made
later than ninety (90) days after the end of such payroll period.
(d) An EPS Member who has elected the maximum Pre-Tax Matched
Contribution rate of three percent (3%), may elect to further reduce his
Compensation by an additional one percent (1%) to six percent (6%) [in one
percent (1%) increments] of his Compensation for each payroll period, subject to
the provisions set forth in Section 4.05, 4.09 and Article XIX, and his Employer
shall remit to the Plan on his behalf Before-Tax Unmatched Contributions equal
to the amount of the reduction in his Compensation as soon as practicable after
the end of the payroll period. Such contribution shall in no event be made
later than ninety (90) days after the end of such payroll period.
(e) Notwithstanding the foregoing, the Employer shall not remit to
the Plan any Pre-Tax Unmatched Contributions on behalf of any Member who
receives a hardship withdrawal of his Pre-Tax Contribution Account or his
Company Matching Contribution Account after February 28, 1995, in accordance
with Section 12.02, during the twelve-month period immediately following such
withdrawal.
Section 4.04 - After-Tax Supplemental Contributions
--------------------------------------
(a) For Plan Years beginning on or after January 1, 1988 and
ending on or before December 31, 1998, a Member may elect to make After-Tax
Supplemental Contributions by authorizing payroll deductions of one percent (1%)
to ten percent (10%) of his Compensation in one percent (1%) increments which
shall be paid to the Trustee as soon as practicable after the end of the month
in which the applicable payroll period ends, but in no event later than ninety
(90) days after the end of such payroll period. For Plan Years beginning on or
after January 1, 1999, a Member may elect to make After-Tax Supplemental
Contributions by authorizing payroll deductions of one percent (1%) to
Twenty-Three and Seventy-Five Hundredths Percent (23.75%). A Member's election
of Supplemental Contributions may be made in addition to any Before-Tax Matched
or Before-Tax Unmatched Contributions elected by the Member, or may be made in
lieu of such other contributions, subject to the provisions set forth in Section
4.06 and Article XIX.
The Plan Administrator may implement rules limiting the
Supplemental Contributions which may be made on behalf of some or all Highly
Compensated Employees so that these limits are satisfied.
(b) Notwithstanding the foregoing, a Member may not elect to make
After-Tax Supplemental Contributions during the twelve-month period immediately
following the distribution of any hardship withdrawal of his Before-Tax
Contribution Account or his Company Matching Contribution Account made after
February 28, 1995, in accordance with Section 12.02.
Section 4.05 - Deferral Percentages
---------------------
(a) The actual deferral percentage for the Highly Compensated
Employees shall satisfy at least one of the following tests:
(i) The actual deferral percentage for the eligible
Highly Compensated Employees for the Plan Year does not exceed the actual
deferred percentage for the eligible Non-Highly Compensated Employees for the
Plan Year, multiplied by 1.25; or
(ii) The actual deferral percentage for the eligible
Highly Compensated Employees for the Plan Year does not exceed the actual
deferral percentage for the eligible Non-Highly Compensated Employees for the
Plan Year, multiplied by 2.0; provided, however, that the actual deferral
percentage for the eligible Highly Compensated Employees may not exceed the
actual deferral percentage for the eligible Non-Highly Compensated Employees by
more than two percentage points.
(b) (1) The actual deferral percentage with respect to Basic
Matched Contributions for a specified group of Employees for a Plan Year shall
be the average of the ratios (calculated separately for each Employee in such
group) of:
(i) The amount of Basic Matched Contributions actually
paid to the Plan on behalf of each such Employee for such Plan Year, to
(ii) The Employee's compensation (within the meaning of
Code Section 414(a)) for such Plan Year.
(b) (2) The actual deferral percentage with respect to Basic
Unmatched Contributions for a specified group of Employees for a Plan Year shall
be the average of the ratios (calculated separately for each Employee in such
group) of:
(i) The amount of Basic Unmatched Contributions
actually paid to the Plan on behalf of each such Employee for such Plan Year, to
(ii) The Employee's compensation (within the meaning of
Code Section 414(a)) for such Plan Year.
(b) (3) In each case referred to in Sections (b)(1) and
(b)(2), the actual deferral percentage test described in Section 4.05(a) shall
be computed separately for each controlled group [determined in accordance with
Code Sections 414(b), (c), (m), (n), and (o)] whose Employees participate in the
Plan.
(c) In making the deferral percentage calculations set forth
above, the Plan Administrator, as permitted by law, may, but is not required to,
take into account other contributions made by the Company on behalf of Eligible
Employees; provided that such other contributions must be one hundred percent
(100%) vested and subject to the withdrawal restrictions applicable to qualified
non-elective contributions [as defined in Code Section 401(m)].
(d) If the actual deferral percentage of eligible Highly
Compensated Employees exceeds the amounts allowed under Paragraphs (a) and (b)
above, the excess deferrals (as determined below) shall be distributed to the
Members as soon as practicable (but in no event later than the last day of the
next succeeding Plan Year). Any such distribution shall include income and loss
allocated to the excess in accordance with Reg. Section 1.401(k) - 1(f)(4).
(e) The amount of excess deferrals to be so distributed to a
Highly Compensated Employee shall be determined separately with respect to Basic
Matched and Basic Unmatched Contributions and, in each case, shall equal
(i) The total deferrals specified in clause (i) of Section
4.05(b)(1) or (b)(2), as the case may be, for such employee, less
(ii) The reduced deferral percentage (determined below) for
such employee with respect to Basic Matched or Basic Unmatched Contributions, as
the case may be, multiplied by his Compensation for the Plan Year.
(f) The reduced deferral percentage for each Highly Compensated
Employee shall be determined by reducing the actual deferral percentage of the
Highly Compensated Employee with the highest actual deferral percentage to
whichever of the following percentages is higher:
(i) The percentage which enables the highly compensated
group to satisfy one of the tests of paragraph (a)(1); or
(ii) The percentage that is equal to that of the Highly
Compensated Employee with the next highest actual deferral percentage.
The above process shall be repeated until the highly compensated group satisfies
one of the tests set forth in paragraph (a).
(g) The Plan Administrator may implement rules limiting the Basic
Matched and Unmatched Contributions which may be made on behalf of some or all
Highly Compensated Employees so that the tests set forth in Section 4.05 are
satisfied.
(h) For purposes of determining the actual deferral percentage of
a Member who is either a five-percent (5%) owner or one of the ten (10) most
highly-paid, Highly Compensated Employees, the Basic Matched Contributions,
Basic Unmatched Contributions, and Compensation of such Member shall include the
Basic Matched Contributions, Basic Unmatched Contributions, and Compensation of
family members. Family members of Members who are either five percent (5%)
owners or one of the ten (10) most highly-paid, Highly Compensated Employees
shall be disregarded as separate employees in determining the actual deferral
percentages for both Members who are Highly Compensated Employees and for
Members who are Non-Highly Compensated Employees.
Section 4.06 - Contribution Percentages
-------------------------
(a) The actual contribution percentage for the Highly Compensated
Employees, for each Plan Year, shall not exceed the greater of (i) the actual
contribution percentage for eligible Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25, or (ii) the lesser of (A) two hundred percent
(200%) of the actual contribution percentage of the eligible Non-Highly
Compensated Employees, or (B) the actual contribution percentage of the eligible
Non-Highly Compensated Employees, plus two (2) percentage points.
(b) (1) The actual contribution percentage with respect to
contributions to the ESOP Preferred Stock Fund for a specified group of
employees shall be the average of the ratios (calculated separately for each
Employee in such group) of:
(i) The sum of the following which are actually paid to
the ESOP Preferred Stock Fund on behalf of such Employee for such Plan Year,
(A) Company Matching Contributions
(B) Supplemental Contributions, and
(C) Any Qualified Non-Elective Contributions [as defined in Section
401(m)(4)(C) of the Code],
(ii) The Employee's compensation (within the meaning of
Code Section 414(s)) for such Plan Year.
(b) (2) The actual contribution percentage with respect to
contributions to Investment Funds other than the ESOP Preferred Stock Fund for a
specified group of Employees shall be the average of the ratios (calculated
separately for each Employee in such group) of:
(i) The sum of each of the following which are actually
paid to such other Investment Funds on behalf of such Employee for such Plan
Year,
(A) Company Matching Contributions
(B) Supplemental Contributions, and
(C) Any Qualified Non-Elective Contributions and Matching Contributions, to
(ii) The Employee's compensation (within the meaning of
Code Section 414(a)) for such Plan Year.
(c) In making the contribution percentage calculations set forth
above, the Plan Administrator, as permitted by law, may, but is not required to,
take into account other contributions made by the Company on behalf of Eligible
Employees.
(d) If the actual contribution percentage of Highly Compensated
Employees exceeds the amounts allowed under Paragraphs (a) and (b) above, the
excess contributions (as determined below) shall be distributed to the Members
as soon as practicable (but in no event later than the last day of the next
succeeding Plan Year). Any such distribution shall include income and loss
allocated to the excess in accordance with Reg. Section 1.401(m)-1(e)(3).
(e) The amount of excess contributions to be so distributed to a
Highly Compensated Employee shall be determined separately with respect to
contributions to the ESOP Preferred Stock fund and contributions to the other
Investment Funds, and in each case, shall equal
(i) The total contributions specified in clause (i) of
Section 4.06(b)(1) or (2), as the case may be, for such Employee, less
(ii) The reduced contribution percentage (determined
below) for such employee with respect to contributions to the ESOP Preferred
Stock Fund or contributions to the other Investment Funds, as the case may be,
multiplied by his Compensation for the Plan Year.
(f) The reduced contribution percentage for each Highly
Compensated Employee shall be determined by reducing the actual contribution
percentage of the Highly Compensated Employee with the highest actual
contribution percentage to whichever of the following percentage is higher:
(i) The percentage which enables the highly compensated
group to satisfy one of the tests of paragraph (a)(1); or
(ii) The percentage that is equal to that of the Highly
Compensated Employee with the next highest actual contribution percentage.
The above process shall be repeated until the highly compensated
group satisfies one of the tests set forth in paragraph (a).
(g) The multiple use of the alternative non-discrimination tests
set forth in Section 4.05(a)(ii) and Section 4.06(a)(ii) shall be limited as
prescribed by law. If restrictions on such multiple use apply, the Plan
Administrator shall designate either the actual deferral percentages or the
actual contribution percentages of Highly Compensated Employees to be reduced,
and shall reduce such percentages in the manner described above, until the
multiple use limitations are no longer exceeded.
(h) The Plan Administrator may implement rules limiting the
Supplemental Contributions which may be made by some or all Highly Compensated
Employees, so that the test set forth in Section 4.06(a) is satisfied.
(i) For purposes of determining the actual contribution percentage
of a Member who is either a five-percent (5%) owner or one of the ten (10) most
highly-paid, Highly Compensated Employees, the Company matching Contributions,
Supplemental Contributions, qualified non-elective contributions, other matching
contributions, and Compensation of such Member shall include the Company
Matching Contributions, Supplemental Contributions, qualified non-elective
contributions, other matching contributions, and Compensation of family members.
Family members of Members who are either five-percent (5%) owners or one of the
ten (10) most highly-paid, Highly Compensated Employees shall be disregarded as
separate employees in determining the actual contribution percentages for both
Members who are Highly Compensated Employees and for Members who are
Non-Highly-Compensated Employees.
Section 4.07 - Change in Before-Tax Matched, Before-Tax Unmatched, and
-------------------------------------------------------------
Supplemental Contributions
------------------
Subject to the provisions of Sections 4.01, 4.03 and 4.04, and not more than
once in any one-month period, a Member may change the election permitted by
Sections 4.01, 4.03 and 4.04 by giving at least fifteen (15) days' prior written
notice to the Plan Administrator or such shorter period as the Plan
Administrator or its delegatee may approve. Such changed election shall become
effective no later than the first day of the first month commencing on or after
the expiration of the notice period. In addition, where Basic Matched, Basic
Unmatched, or Supplemental Contributions by payroll deduction are or may be
prohibited by law, in the opinion of counsel to the Company, a Member, upon
approval by the Plan Administrator, may make contributions directly to the
Trustee for each payroll period by a method satisfactory to the Plan
Administrator as long as such deposits are timely made on the same schedule as
payroll deductions. The Trustee shall not accept direct contributions not
timely made by a Member.
Section 4.08 - Suspension of Before-Tax Matched, Before-Tax Unmatched, and
--------------------------------------------------------------
Supplemental Contributions
----------------------
(a) A Member may cause the suspension of Before-Tax Matched,
Before-Tax Unmatched, and/or Supplemental Contributions on his behalf at any
time by giving at least fifteen (15) days' prior written notice to the Plan
Administrator, or such shorter period as the Plan Administrator or its delegatee
may approve, in advance of the date on which such a suspension shall become
effective. The suspension shall become effective as soon as practicable after
notification is received. During such period of suspension of Basic Matched
Contributions no Company Matching Contributions on behalf of such a Member shall
be made by the Company.
(b) A Member who has caused the suspension of Before-Tax Matched,
Before-Tax Unmatched, and/or Supplemental Contributions may have them resumed in
accordance with Sections 4.01, 4.03 and 4.04 by notifying the Plan Administrator
in writing at least fifteen (15) days in advance of the date on which
contributions are resumed, or such shorter period as the Plan Administrator or
its delegatee may approve. Contributions shall resume on the first day of the
first month commencing immediately after the expiration of the fifteen (15) day
notice period.
(c) A Member for whom contributions under Sections 4.01, 4.03 and
4.04 have ceased because he is on an unpaid absence from service shall again be
eligible to have such contributions made on the date he returns to service as an
Eligible Employee. No contributions may be made for a Member for any unpaid
period of absence from service including, but not limited to, absence due to
sickness, leave of absence due to sickness, leave of absence under the Family
and Medical Leave Act, or service in the Armed Forces.
(d) A Member for whom contributions under Sections 4.01, 4.03 and
4.04 have ceased because he has ceased to be an Eligible Employee but,
nevertheless, continues to be an Employee shall again be eligible to have such
contributions made on the next Entry Date after he again becomes an Eligible
Employee and gives written notice to the Plan Administrator on the prescribed
form.
Section 4.09 - Limitation of Contributions
-----------------------------
The sum of Basic Matched Contributions and Basic Unmatched Contributions
remitted on behalf of any Member shall be limited to $7,000, or such other
dollar amount as may be specified by the Secretary of the Treasury pursuant to
Section 402(g) of the Code. Contributions shall be further limited as described
in Article XIX. In accordance with Code Section 402(g)(2)(A)(ii), any excess
deferral shall be distributed to a Member by April 15 following the close of the
Plan Year in which such excess deferral occurred. Any such distribution shall
include income and loss allocated to such excess.
ARTICLE V - Trust Fund
Section 5.01 - The Trust Agreement
---------------------
The Ralston Purina Company shall enter into one or more trust agreements (the
"Trust Agreement") which shall contain such provisions as shall render it
impossible for any part of the corpus of the Trust Fund or income therefrom to
be at any time used for, or diverted to, purposes other than for the exclusive
benefit of Members. Any or all rights or benefits accruing to any person under
the Plan with respect to any Company contributions deposited under the Trust
Agreement shall be subject to all the terms and provisions of the Trust which
shall be part of the P an.
Section 5.02 - The Trustee
------------
The Trustee shall be appointed by the Board of Directors or its delegatee to
serve at its pleasure. The Trust Fund may be held by the Trustee as part of a
master or collective trust comprised of assets of various qualified plans
maintained by the Company.
Section 5.03 - Separate Investment Funds
---------------------------
The Trustee will maintain as many separate Investment Funds, each with different
investment objectives, as the EBAIC deems advisable. Such Investment Funds may
be added or deleted as the EBAIC so determines in accordance with the provisions
of Section 14.04. The Investment Funds are described in Articles VI and VII.
Each Investment Fund may be part of a fund with the same investment objectives
maintained by the Trustee for the benefit of participants in other qualified
plans maintained by the Company, or may be a separate fund maintained only for
the benefit of Members of this Plan. Earnings or gains derived from the assets
of any Investment Fund will be invested in that Fund. Appropriate Accounts for
each Member shall be established and maintained in each Investment Fund in which
a Member has an interest.
Section 5.04 - Temporary Investment
---------------------
Pending permanent investment of the assets of any Investment Fund, the Trustee
temporarily may make short-term investments in obligations of the United States
Government, commercial paper, an interim investment fund for tax qualified
employee benefit plans established by the Trustee unless otherwise provided by
applicable law, or other investments of a short-term nature.
Section 5.05 - Investment Managers
--------------------
Ralston Purina Company may, by action of the parties authorized under Article
XIV, enter into a written agreement with, or direct the Trustee to enter into an
agreement with, one or more investment managers to manage the investments of one
or more of the Investment Funds. Such investment managers may include one or
more insurance companies which enter into guaranteed investment contracts with
the Trustee. Ralston Purina Company may, from time to time, remove any such
investment manager or any successor investment manager, or direct the Trustee to
do so, and any such investment manager may resign. Ralston Purina Company may,
upon removal or resignation of an investment manager, provide for the
appointment of a successor investment manager.
ARTICLE VI - ESOP Preferred Stock Fund
The following Article VI is effective for Plan Years beginning on or after
January 1989 and ending on or before December 31, 1998.
Section 6.01 - The ESOP Preferred Stock Fund
---------------------------------
The assets of the Ralston Purina ESOP Preferred Stock Fund shall be invested
primarily in ESOP Preferred Stock. Beginning February 1, 1989, all Basic
Matched Contributions, Company Matching Contributions, and Company PAYSOP
Account Contributions remitted to the Plan shall be invested solely in the ESOP
Preferred Stock Fund. Notwithstanding the foregoing, the Basic Matched
Contributions and Company Basic and Company Matching Contributions of EPS
Members shall be invested in other Investment Funds in accordance with the
provisions of Article VII. Beginning March 1, 1995, the Basic Unmatched
Contributions of a Member who has not completed a one (1) year Period of
Service, other than a Member who is an EPS Member, representing from two percent
(2%) to six percent (6%) of the Member's Compensation (the "ESOP Unmatched
Contributions"), shall be invested solely in the ESOP Preferred Stock Fund.
Section 6.02 - ESOP Loans
-----------
(a) The Trustee shall enter into one or more loan transactions
(individually an "ESOP Loan") as directed by the EBAIC and upon such terms as
the EBAIC directs, which terms shall be in conformity with the provisions
hereof. Each ESOP Loan must be primarily for the benefit of Members and their
beneficiaries. The terms of each ESOP Loan must, at the time the loan is made,
be at least as favorable to the Trust as the terms of a comparable loan
resulting from arm's length negotiations between independent parties. Each ESOP
Loan shall be for a specific term and shall bear a reasonable rate of interest.
An ESOP Loan may be secured by a pledge of the ESOP Preferred Stock acquired
with the proceeds of the ESOP Loan (or acquired with the proceeds of a prior
ESOP Loan which is being refinanced). No other Trust assets may be pledged as
collateral for an ESOP Loan, and no lender shall have recourse against Trust
assets other than (a) collateral given for the ESOP Loan, (b) contributions
(other than contributions of ESOP Preferred Stock) made to meet the Company's
obligation under the ESOP Loan, and (c) earnings attributable to such collateral
and the investment of such Contributions. An ESOP Loan shall not be payable on
demand except in the event of default. In the event of default of an ESOP Loan,
the value of plan assets transferred in satisfaction of the Loan shall not
exceed the amount of default. If the lender is a disqualified person within the
meaning of Code Section 4975(e)(2), the ESOP Loan must provide for a transfer of
Trust assets on default only upon and to the extent of the failure of the Trust
to meet the payment schedule of the ESOP Loan. Payments of principal and/or
interest on any ESOP Loan shall be made by the Trustee only from collateral
given for the ESOP Loan, Contributions that are made to meet the obligations
under the ESOP Loan and from earnings attributable to such collateral and the
investment of such contributions.
(b) The ESOP Loan proceeds shall be used by the Trustee within a
reasonable time after receipt to acquire ESOP Preferred Stock or to repay a
prior ESOP Loan. With respect to any such acquisition of ESOP Preferred Stock,
the EBAIC shall take all appropriate and necessary measures to ensure that the
Trust pays no more than "adequate consideration" [within the meaning of Section
3(18) of the Employee Retirement Income Security Act of 1974, as amended
(ERISA)] for such securities. All ESOP Preferred Stock acquired with the
proceeds of an ESOP Loan shall be placed in an ESOP Loan Suspense Account
established by the Trustee. To the extent required for the purpose of pledging
such ESOP Preferred Stock as collateral for the ESOP Loan, the shares held as
collateral in the ESOP Loan Suspense Account may be physically segregated from
other Trust assets. Any pledge of ESOP Preferred Stock must provide for the
release of the securities so pledged as payments on the ESOP Loan are made by
the Trustee and for such securities to be transferred to the appropriate Member
Accounts pursuant to Section 6.04 hereunder.
(c) Except as otherwise permitted in Code Section 409(h) or Code
Section 4975 and regulations promulgated thereunder, no ESOP Preferred Stock
acquired with the proceeds of an ESOP Loan shall be subject to any put, call or
other option, or any buy-sell or similar agreement while held by and when
distributed from the Trust, whether or not the Plan constitutes an "employee
stock ownership plan" within the meaning of Code Section 4975(e)(7) at such
time, and whether or not the ESOP Loan has been repaid at such time.
(d) The Trustee, at the direction of the EBAIC, may at any time
elect to require Ralston Purina Company to redeem shares of ESOP Preferred Stock
held in the Trust for cash or for shares of Common Stock, or to convert such
shares of ESOP Preferred Stock into shares of Common Stock.
Section 6.03 - ESOP Loan Payments
--------------------
ESOP loan amortization payments shall be made by the Trustee from amounts held
in the ESOP Payment Account. The ESOP Payment Account shall be credited with
(1) Basic Matched, Company Matching Contributions and Company PAYSOP Account
Contributions received by the Trust in accordance with Article IV; (2) dividends
paid with respect to ESOP Preferred Stock held in the ESOP Suspense Account; (3)
as directed by the EBAIC, dividends paid with respect to other shares of ESOP
Preferred Stock; and (4) all other earnings of the ESOP Suspense Account and the
ESOP Payment Account. Assets held in the ESOP Payment Account may be
temporarily invested in obligations of the United States Government, commercial
paper, an interim investment fund for the qualified employee benefit plans
established by the Trustee unless otherwise provided by applicable law, or other
investments of a temporary nature.
Section 6.04 - Release of ESOP Preferred Stock
-----------------------------------
(a) From time to time during the period beginning the day after an
ESOP Loan amortization payment becomes due and extending until the next
following loan amortization payment becomes due (the "loan amortization payment
period"), a number of shares of the ESOP Preferred Stock shall be released from
the ESOP Suspense Account and transferred to the ESOP Allocated Shares Account.
The total number of shares so released shall at least equal the number of shares
of ESOP Preferred Stock held in the ESOP Suspense Account with respect to such
ESOP Loan immediately prior to the release multiplied by a fraction. The
numerator of the fraction shall be the amount of principal paid by the Trust on
the ESOP Loan in such loan amortization payment. The denominator of the
fraction shall be the sum of the numerator plus the principal to be paid on such
ESOP Loan for all future amortization payments. The shares that are transferred
to the ESOP Allocated Shares Fund pursuant to this Section shall be allocated to
the appropriate Member Account in the manner specified paragraphs (b) and (c)
below.
(b) Shares of ESOP Preferred Stock transferred to the ESOP
Allocated Shares Account shall be allocated to the Accounts of Members on at
least an annual basis. The number of shares to be allocated to each Member's
Account shall be determined as follows:
(i) the number of shares to be allocated to the
Account of each Member who was first hired by the Company on or before June 30,
1993, ("Grandfathered Member") shall be determined by multiplying the total
number of shares to be allocated to the Accounts of Grandfathered Members by a
fraction, the numerator of which equals the amount of Basic Matched
Contributions made on behalf of such Grandfathered Member during the period of
allocation, and the denominator of which equals the total of all Basic Matched
Contributions made on behalf of the Grandfathered Members for the period of
allocation; and
(ii) The number of shares to be allocated to the
Account of each Member who is first hired on or after July 1, 1993, ("New
Member") shall be determined by multiplying the total number of shares to be
allocated to the Accounts of New Members by a fraction, the numerator of which
equals the amount of Basic Matched Contributions and ESOP Unmatched
Contributions, as the case may be, made on behalf of such New Member during the
period of allocation multiplied by twenty percent (20%) for each whole year [not
to exceed five (5) whole years] included in the New Member's Period of Service,
regardless of whether such employment occurs before or after participation in
the Plan; and the denominator of which equals the total of all Basic Matched
Contributions and ESOP Unmatched Contributions made on behalf of the New Members
for the period of allocation.
(iii) The number of shares to be allocated pursuant to
subparagraph (b)(i) and (ii) shall not exceed two hundred percent (200%) of such
Member's Basic Matched Contributions for the period of allocation divided by the
Minimum Redemption Value.
(iv) The number of shares to be allocated to the Account
of each Member who is entitled to a Company PAYSOP Account Contribution (the
"PAYSOP Member") shall be determined by multiplying the total number of shares
to be allocated to the Accounts of the PAYSOP Members in accordance with the
provisions of Section 4.02(b)(ii), by a fraction, the numerator of which equals
the value of the PAYSOP Account of each PAYSOP Member, and the denominator of
which equals the total of all PAYSOP Accounts of the PAYSOP Members.
(v) In the event that, as of the end of any Plan Year
shares of ESOP Preferred Stock are released from the ESOP Suspense Account
pursuant to paragraph (a) in excess of the total number of shares allocated
pursuant to subparagraph (b)(i), (ii) and (iv), the excess shares shall be
allocated among those Members who remain participants on the last day of the
Plan Year in the same manner as set forth in subparagraphs (b)(i), (ii) and
(iv).
(vi) Notwithstanding the foregoing, no shares of ESOP
Preferred Stock shall be allocated to the Accounts of EPS Members.
(c) In the event that the Minimum Redemption Value of ESOP
Preferred Stock allocated to the Member's Accounts pursuant to paragraph (b)(i)
does not equal or exceed two hundred percent (200%) of Basic Matched
Contributions, the Company shall make additional Company Matching Contributions
to the Plan to provide for release of additional shares of ESOP Preferred Stock,
or, alternatively, the Company may contribute additional shares of ESOP
Preferred Stock.
(d) Upon conversion or redemption of the ESOP Preferred Stock at
the time of payment in full of the ESOP Notes, the shares of RPG Stock and CBG
Stock received, or the shares of each such class of stock purchased by the
Trustee with the cash received from the Company, will be transferred to new or
existing accounts for each ESOP Stock Fund participant established pursuant to
the RPG Stock Fund and the CBG Stock Fund. The amount of shares of each such
class of stock which will be allocated to such accounts in the event of a
redemption will be based upon the per share market prices of each class of stock
at the time of redemption and the initial allocation of the ESOP Preferred Stock
between the RPG Group and the CBG Group of the Company at the time of the
distribution of the shares of CBG Stock, or if the Company redeems in cash and
the Trustee acquires shares of each such class of stock, will be based upon the
relative market capitalizations of the two classes of stock.
Section 6.05 - ESOP Preferred Stock Dividends
---------------------------------
(a) ESOP Preferred Stock Allocated to Member Accounts. Cash
--------------------------------------------------
dividends paid with respect to ESOP Preferred Stock credited to a Member's
Accounts may be used to make ESOP Loan amortization payments on an outstanding
ESOP Loan or, alternatively, the EBAIC may in its sole discretion direct the
Trustee to pay such dividends directly to the Members. In the event that
dividends are used to make ESOP Loan amortization payments, there shall be
released from the ESOP Suspense Account, or repurchased by the Trustee from
Members' Accounts in accordance with Section 6.06, in the sole discretion of the
EBAIC, and allocated to Members' Accounts additional shares of ESOP Preferred
Stock. The aggregate number of shares so released or repurchased shall be
determined by dividing the dollar value of the cash dividends by the Minimum
Redemption Value of the ESOP Preferred Stock. Shares released pursuant to this
section shall be in addition to shares released pursuant to Section 6.04.
(b) Stock in ESOP Suspense Account. Cash dividends paid with
------------------------------
respect to ESOP Preferred Stock credited to the ESOP Suspense Account shall be
allocated to the ESOP Payment Account and used to make ESOP Loan Amortization
Payments.
(c) Stock Dividends. Shares of ESOP Preferred Stock received by
---------------
the Trustee as stock dividends or stock splits with respect to ESOP Preferred
Stock allocated to any Member's Accounts shall be credited to such Member's
Accounts. Shares of ESOP Preferred Stock received by the Trustee as stock
dividends or stock splits with respect to shares of ESOP Preferred Stock held in
the ESOP Suspense Account shall be credited to the ESOP Suspense Account.
Section 6.06 - Withdrawals and Distributions
-------------------------------
(a) In the event a Member becomes entitled to a distribution or
withdrawal, or loan of some or all of amounts invested in the ESOP Preferred
Stock Fund, the Trustee shall cause as many shares of such Member's ESOP
Preferred Stock as are the subject of such distribution, loan, or withdrawal to
be either redeemed or repurchased for cash or stock, as appropriate, or
converted into shares of RPG Stock and CBG Stock in accordance with the
distribution election of the Member provided, however, in the event such Member
elects to take a distribution in stock but fails to indicate on his stock
distribution election the number of shares of RPG Stock and CBG Stock, such
Member's ESOP Preferred Stock shall be converted into a number of shares of RPG
Stock and a number of shares of CBG Stock based on their respective aggregate
market capitalization (shares outstanding multiplied by their respective closing
values on the New York Stock Exchange) as of the most recent Valuation Date;
provided, further, however, that if a Member elects to take a distribution in
cash, or if an annuity contract is to be purchased, and the aggregate market
value of 2.255 shares of RPG Stock and .4 shares of CBG Stock (adjusted in
accordance with the Certificate of Designation of the ESOP Stock, as amended),
determined pursuant to Section 8.01(a) on the Valuation Date immediately
preceding a distribution is greater than the Minimum Redemption Value of a share
of ESOP Preferred Stock, then each share of ESOP Preferred Stock shall first be
converted into 2.001 shares of RPG Stock and .4 shares of CBG Stock which will
then be either, in the sole discretion of the EBAIC, (i) sold or (ii)
repurchased for cash by the Trustee in an amount equal to the aggregate market
value of 2.001 shares of RPG and .4 shares of CBG stock, and the proceeds
distributed to such Member as are necessary to distribute. In the event shares
of ESOP Preferred stock are repurchased by the Trustee, such shares will be
available for reallocation to Members' accounts in accordance with the terms of
Section 6.04(b). Any such conversion or repurchase shall be made effective as
soon as practicable after notification of the Member's termination, request for
withdrawal or loan, or death.
Section 6.07 - Voting and Tendering
----------------------
Each Member shall have the right and shall be afforded the opportunity to
instruct the Trustee how to vote at any meeting of Ralston Purina Company
shareholders those shares of ESOP Preferred Stock allocated or credited to his
Accounts as of a date prior to such meeting as established by the Plan
Administrator for administrative purposes. Instructions by Members to the
Trustee shall be in such form and pursuant to such regulations as the Plan
Administrator may prescribe and any such instructions shall remain in the strict
confidence of the Trustee. If the Trustee does not timely receive instructions
from a Member regarding his shares, the Trustee shall be required to vote such
shares in the same proportion as were voted those shares for which the Trustee
received Member instruction. ESOP Preferred Stock remaining in the ESOP
Suspense Account shall be voted in the same proportion as were voted shares for
which the Trustee received Member instruction.
Each Member shall have the right to instruct the Trustee in writing as to the
manner in which to respond to a tender or exchange offer (other than a tender or
exchange offer made by Ralston Purina Company) for any or all shares of ESOP
Preferred Stock credited to such Member's Accounts as of a date prior to the
expiration of the offer, as established by the Plan Administrator for
administrative purposes. The Trustee shall notify each Member and utilize its
best efforts to timely distribute or cause to be distributed to him such
information as will be distributed to shareholders of the Company in connection
with any such tender or exchange offer. Upon its timely receipt of such
instructions, the Trustee shall tender or exchange such shares of ESOP Preferred
Stock as and to the extent so instructed. The failure of a Member to instruct
the Trustee to tender or exchange shares of ESOP Preferred Stock credited to his
account shall be deemed to be an instruction not to tender or exchange such
shares of stock. Accordingly, if the Trustee does not receive instructions from
a Member regarding any such tender or exchange offer for ESOP Preferred Stock,
the Trustee shall not tender such shares. Shares not allocated or credited to a
Member's Account as of the date and ESOP Preferred Stock remaining in the ESOP
Suspense Account shall be tendered or exchanged or not tendered or exchanged in
the same proportion as were tendered or exchanged or not tendered or exchanged
Shares for which the Trustee received Member instructions. Notwithstanding the
foregoing, the rights of Members and duties of the Trustee set forth herein
shall not apply in the event of a tender offer by the Company for any or all
shares of ESOP Preferred Stock credited to such Members' Accounts; nor shall the
Trustee tender or exchange any ESOP Preferred Stock.
Section 6.08 - Diversification Elections
--------------------------
(a) At any time during the sixty (60) month period beginning on
January 1, 1999, a Member may make a one-time election, by giving thirty (30)
days' prior written notice to the Plan Administrator, to have up to fifty
percent (50%) of the value of his Accounts in the ESOP Preferred Stock Fund as
of January 1, 1999 transferred to any other investment fund offered pursuant to
the Plan. In the event that the ESOP Preferred Stock previously held in the
ESOP Preferred Stock Fund has been converted to shares of Common Stock pursuant
to Section 6.06, this election shall apply to those shares of Common Stock
obtained from the ESOP Preferred Stock conversion. Amounts diversified pursuant
to this paragraph shall remain subject to Code Section 409(h).
(b) A Member who has attained age fifty-five (55) and completed
ten (10) years of participation in the Plan may, within ninety (90) days after
the close of each Plan Year in the "qualified election period", as defined
below, direct the Trustee to diversify as soon as the Trustee, in its sole
discretion, deems it prudent and practicable, the investment of twenty-five
percent (25%) of his Accounts in the ESOP Preferred Stock Fund (to the extent
such portion exceeds the amount to which a prior election applies). In the case
of the last year in which such an election applies, fifty percent (50%) shall be
substituted for twenty-five percent (25%). The maximum percentage of a Member's
Account that is subject to diversification is applied to the value of such
Member's Account as of the last day of the preceding Plan Year. For purposes of
this Section, the qualified election period means a period of five Plan Years
commencing with the Plan Year following the Plan Year in which the Participant
has both attained age fifty-five (55) and completed ten (10) years of
participation in the Plan. Additional Investment Funds shall be established in
accordance with Article V to the extent required under the provisions of ERISA
or the Code.
(c) Notwithstanding the foregoing, effective August 22,1996, a
Member who has attained age fifty-five (55) and completed ten (10) years of
participation in the Plan (and any predecessor plan thereof), may, at any time
and from time to time following the close of the Plan Year during which the
Member has satisfied these requirements, elect to diversify the investment of up
to an aggregate of fifty percent (50%) of the shares of ESOP Preferred Stock in
his ESOP Preferred Stock Fund Account (to the extent such portion exceeds the
amount to which a prior election applies), as determined on the last day of the
Plan Year immediately preceding the Plan Year during which the election occurs,
by electing to invest such portion of his Account in the Investment Funds
authorized by the EBAIC and maintained by the Trustee in accordance with Section
7.01 hereof. For purposes of this paragraph (c), any reduction in the Member's
Account in the ESOP Preferred Stock Fund after the close of such immediately
preceding Plan Year which is attributable to (i) a hardship withdrawal as
described in Section 12.02 hereof, or (ii) a Member's loan as described in
Section 16.01 hereof, shall be treated as subject to the Member's election to
diversify for purposes of applying the fifty percent (50%) limit. (Restrictions
on such loans and hardship withdrawals, however, shall be governed solely by
Article XVI and Article XII, respectively.)
ARTICLE VII - Other Investment Funds
Section 7.01 - Other Investment Funds
------------------------
Other Investment Funds, as authorized by the EBAIC and maintained by the
Trustee, from time to time may include the following:
(a) The CBG Stock Fund. The assets of the CBG Stock Fund shall be
------------------
invested entirely in CBG Stock. Such CBG Stock shall be purchased by the
Trustee regularly on the open market, or in privately negotiated transactions,
including purchases directly from Ralston Purina Company or any Affiliated
Company, in accordance with a nondiscretionary purchase program, as the Trustees
shall determine to be in the best interest of the Fund. The Trustee may invest
assets of the CBG Stock Fund temporarily as provided in Section 5.04, pending
permanent investment in CBG Stock. All shares of CBG Stock held in the Fund
shall be held in the name of the Trustee or its nominee.
(b) The RPG Stock Fund. The assets of the RPG Stock Fund shall be
------------------
invested entirely in RPG Stock. Such RPG Stock shall be purchased by the
Trustee regularly on the open market, or in privately negotiated transactions,
including purchases directly from Ralston Purina Company or any Affiliated
Company, in accordance with a nondiscretionary purchase program, as the Trustees
shall determine to be in the best interest of the Fund. The Trustee may invest
assets of the RPG Stock Fund temporarily as provided in Section 5.05, pending
permanent investment in RPG Stock. All shares of RPG Stock held in the Fund
shall be held in the name of the Trustee or its nominee.
(c) U.S. Government Money Market Fund. The objective of the Fund
---------------------------------
is to seek the maximum current income consistent with preservation of principal
and liquidity. The Fund invests in short-term securities issued by the United
States Government, its agencies and instrumentalities, and in repurchase
agreements collateralized by such securities. A portion of the U.S. Government
securities held by the Federal Portfolio may not be backed by the full faith and
credit of the U.S. Government.
(d) Fixed Income Fund. The objective of the Fund is to provide a
-----------------
stable principal amount, but a higher yield than can be earned in a money market
fund. Assets are primarily invested in contracts with insurance companies which
provide for repayment by the issuing company of principal with interest at a
fixed rate, or fixed minimum rate, for a specified period and in short-term
corporate and government bonds. The yield on the Fund is a blended rate
reflecting the interest rates on all investments in the Fund.
-----
(e) Balanced Fund. The objective of this Fund is to follow a
-------------
diversified and balanced program of investing in bonds and common stock. The
Fund invests sixty-seventy percent (60%-70%) of its net assets in stocks of
large well-known companies and thirty-forty percent (30%-40%) of its net assets
in long-term high-quality bonds. The Fund is designed to provide conservation
of principal, a reasonable income return, and potential growth of capital.
(f) Equity Index Fund. A growth and income fund, the Fund invests
-----------------
in all of the stock included in the Standard & Poor's 500 Index in approximately
the same proportions as they are represented in the S&P 500 Index. The Fund is
designed to provide investment results that correspond to the performance of the
Standard & Poor's 500 Composite Stock Price Index.
(g) Growth and Income Fund. This Fund invests in common stocks
----------------------
that have a history of paying dividends. The Fund selects common stocks that,
in the opinion of the investment manager, are undervalued in the marketplace.
The Fund seeks long-term capital growth and a reasonable level of dividend
income.
(h) Aggressive Growth Fund. The Fund primarily invests in common
----------------------
stocks of smaller companies with favorable prospects for growth in market value.
The Fund seeks long-term growth of capital.
(i) International Growth Fund. This Fund invests in a diversified
-------------------------
portfolio of international stocks, or stocks of companies based outside of the
United States. The Portfolio seeks to provide long-term growth of capital. The
Portfolio provides little, if any, dividend income.
(j) The Ralcorp Stock Fund. The assets of the Ralcorp Stock Fund
----------------------
shall be invested solely in the common stock of Ralcorp Holdings, Inc. ("Ralcorp
Stock"), credited to a Member's Account upon the spin-off of Ralcorp Holdings,
Inc. by the Company effective April 1, 1994, which resulted in all holders of
RPG Stock receiving one (1) share of Ralcorp Stock for every three (3) shares of
RPG Stock. Except for the reinvestment of dividends, the Trustee shall not
purchase any additional shares of Ralcorp Stock for crediting to Members'
Accounts. All shares of Ralcorp Stock held in the Fund shall be held in the
name of the Trustee or its nominee. Any assets remaining in the Ralcorp Stock
Fund on March 31, 1995 shall be invested in the U.S. Government Money Market
Fund.
Section 7.02 - Investment of Contributions
-----------------------------
(a) Election. Subject to the provisions of Section 6.01, all
--------
Basic Unmatched, Supplemental Contributions, Rollover Contributions, and all
Basic Matched Contributions remitted to the Plan before February 1, 1989 will be
invested at the election of the Member in multiples of one percent (1%) in the
Investment Funds authorized by the EBAIC and maintained by the Trustee in
accordance with Section 7.01. Contributions for which a Member does not make a
valid election shall be invested in the U.S. Government Money Market Fund.
Amounts in the CBG Stock Fund and RPG Stock Fund attributable to Company
Matching Contributions made after January 1, 1988 and before February 1, 1989,
including the earnings thereon, can, prior to March 1, 1995, be invested only in
the CBG Stock Fund or RPG Stock Fund, or transferred between such Funds.
Investment directions of each new Member shall be delivered in
writing to the Plan Administrator or its delegatee. Except with respect to
contributions invested solely in the ESOP Preferred Stock Fund in accordance
with Section 6.01, a Member may change his direction governing investment of
future contributions to be credited to his respective Accounts at any time upon
providing the appropriate notice to the Plan Administrator or its delegatee. An
investment direction once given shall be deemed to be a continuing direction
until explicitly changed by the Member by a subsequent direction to the Plan
Administrator or its delegatee in accordance with appropriate procedures set
forth by the Plan Administrator or its delegatee.
(b) Transfer of Investments. Except with respect to Contributions
-----------------------
invested solely in the ESOP Preferred Stock Fund in accordance with Section
6.01, a Member may elect, at any time, to have all or any multiple of one
percent (1%) of the value of his Account as of any future Valuation Date or any
dollar amount of his Account transferred to any separate Investment Fund
maintained by the Trustee in accordance with Section 7.01, other than the
Ralston Purina ESOP Preferred Stock Fund or the Ralcorp Stock Fund, except that
only one transfer to or out of the CBG Stock Fund and only one transfer to or
out of the RPG Stock Fund may be made during any consecutive sixty (60) day
period.
(c) Notwithstanding anything in this Section to the contrary, any
contributions invested in an investment contract shall be subject to any and all
terms of such contract, regarding the transfer of assets from such contract.
Section 7.03 - Member Responsibility For Selection of Funds
-------------------------------------------------
Each Member is solely responsible for the selection of his Investment Funds.
Neither the Trustee, the Plan Administrator, the Company nor any of the officers
or supervisors of the Company are empowered to advise a Member as to the manner
in which his Accounts shall be invested. The fact that a security is available
to members for investment under the Plan shall not be construed as a
recommendation for the purchase of that security, nor shall the designation of
any Investment Fund impose any liability on the Company, its directors, officers
or employees, the Trustee, or the Plan Administrator.
When an investment election regarding the Fund is required to be made by
Members, such Member shall be informed as to the manner in which their funds
will be invested if they fail to make an affirmative election in a timely
manner. In such event, those Members who fail to communicate an election to the
Plan Administrator or its delegatee shall be deemed to have elected the
specified investment and the Company, its directors, officers or employees, the
Trustee, the EBAIC, and any other plan fiduciary shall be deemed to be relieved
of fiduciary responsibility for the investment of such funds.
Section 7.04 - Voting and Tendering
----------------------
Each Member shall have the right and shall be afforded the opportunity to
instruct the Trustee how to vote at any meeting of Ralston Purina Company
shareholders those shares of Common Stock held in the CBG Stock Fund or RPG
Stock Fund which are allocated to his Accounts as of a date prior to such
meeting as established by the Plan Administrator for administrative purposes.
Instructions by Members to the Trustee shall be in such form and pursuant to
such regulations as the Plan Administrator may prescribe and any such
instructions shall remain in the strict confidence of the Trustee. If the
Trustee does not receive timely instructions from a Member regarding the voting
of his shares, the Trustee shall be required to vote such shares in the same
proportion as were voted those shares for which the Trustee received Members'
instructions. The Trustee shall vote shares of CBG Stock and RPG Stock held in
the CBG Stock Fund or RPG Stock Fund, respectively, which are not allocated to
the Accounts of any Member in the same proportion as were voted CBG shares and
RPG shares respectively for which the Trustee received no Member instruction.
Each Member (or in the event of his death, his Beneficiary) shall have the right
to instruct the Trustee in writing as to the manner in which to respond to a
tender or exchange offer for any or all shares of Common Stock credited to such
Member's Account as of a date prior to the expiration of the offer as
established by the Plan Administrator for administrative purposes. The Trustee
shall notify each Member (or Beneficiary) and utilize its best efforts to timely
distribute or cause to be distributed to him such information as will be
distributed to shareholders of the Company in connection with any such tender or
exchange offer. Upon its timely receipt of such instructions, the Trustee shall
tender or exchange such shares of Common Stock as and to the extent so
instructed. The failure of a Member to instruct the Trustee to tender or
exchange shares of Common Stock credited to his account shall be deemed to be an
instruction not to tender or exchange such shares of stock. Accordingly, if the
Trustee does not receive instructions from a Member (or Beneficiary) regarding
any such tender or exchange offer for Common Stock, the Trustee shall not tender
or exchange such stock. Shares of RPG Stock and CBG Stock not allocated or
credited to a Member's Account as of the specified date shall be tendered or
exchanged in the same proportion as were tendered or exchanged or not tendered
or exchanged shares of RPG Stock and CBG Stock, respectively, for which the
Trustee received Member instructions. Notwithstanding the foregoing, the rights
of each Member and duties of the Trustee set forth herein shall not apply in the
event of a tender offer by the Company for any or all shares of Common Stock
credited to such Member's Account under the Trust Fund; nor shall the Trustee
tender or exchange any Common Stock.
ARTICLE VIII - Valuation of Assets and Members' Accounts
Section 8.01 - Valuation of Assets
---------------------
(a) At the end of each Valuation Date, the Trustee shall determine
the aggregate fair market value of the assets then held by it in each Investment
Fund.
(1) The market value of shares of RPG Stock and CBG stock
shall be their respective closing values on the New York Stock Exchange.
(2) The market value of a share of ESOP Preferred Stock shall
be the greater of the Minimum Redemption Value of the ESOP Preferred Stock, or
the combined market value of 2.255 shares of RPG Stock and .4 shares of CBG
Stock as adjusted in accordance with the Certificate of Designation of ESOP
Stock, as amended, as applicable, to reflect accrued but unpaid dividends. The
fair value of each share of ESOP Preferred Stock shall be determined on at least
an annual basis by an independent appraiser (excluding any increase in value for
accrued but unpaid dividends), such value referred to herein as the "appraised
value" of the ESOP Preferred Stock.
Section 8.02 - Valuation of Accounts
-----------------------
At the end of each Valuation Date, before the calculation and debiting of any
distributions and in-service withdrawals from the Trust fund or the posting of
transfers among Investment Funds, the net credit balances in the Accounts of
Members or their beneficiaries will be adjusted to reflect any contributions to,
and investment gains or losses in, the respective Investment Funds.
Section 8.03 - Statement of Accounts
-----------------------
Each member shall be furnished, at least annually, a statement setting forth the
value of his Accounts.
Section 8.04 - Accounts in Units
-------------------
Each Member's Accounts shall be maintained in units.
ARTICLE IX - Vesting of Contributions
Section 9.01 - Vesting of Basic and Supplemental Investment Accounts
-----------------------------------------------------------
Each Member's Basic Investment Account and Supplemental Investment Account shall
at all times be fully vested.
Section 9.02 - Vesting of Company Contributions Account
--------------------------------------------
(a) Subject to the provisions of subparagraph (b), a Member shall
be vested in his Company Contribution Account (i) at the rate of twenty-five
percent (25%) for each whole year included in a Period of Service regardless of
whether such employment occurs before or coincident with participation in the
Plan, or (ii) one hundred percent (100%) in the event of the occurrence of any
one of the following:
(1) attainment of age sixty-five (65),
(2) Retirement,
(3) Disability,
(4) death,
(5) termination of the Plan,
(6) complete discontinuance of Company contributions.
(b) (i) An EPS Member shall at all times be fully vested in
his Company Basic Contribution Account.
(ii) An EPS Member who was employed by Gates Energy Products,
Inc. on August 27, 1993, shall be fully vested in his Company Matching
Contribution Account after a three (3) year Period of Service. All other EPS
Members shall be vested in their Company Matching Contribution Account (A) at
the rate of twenty-five percent (25%) for each whole year included in a Period
of Service regardless of whether such employment occurs before or after
participation in the Plan, or (B) one hundred percent (100%) vested in the event
of the occurrence of any one of the events set forth in subparagraph (a)(ii)
above.
ARTICLE X - Distributions
Section 10.01 - General
-------
(a) Upon the Termination of Employment of a Member at or after the
attainment of age sixty-five (65), or upon the occurrence of Retirement,
Disability or other subsection 9.02(b) event, the entire amount credited to all
of his Accounts determined as of the Valuation Date on which the Trustee
receives properly authorized instructions from the Plan Administrator to make
the payment, and such amount, as adjusted in accordance with Article X shall be
distributed as provided in Section 10.02 to the Member, unless the Member has
elected to defer the distribution of his Accounts in accordance with
subparagraph (c) below.
(b) Upon the Termination of Employment of a Member prior to
attaining age sixty-five (65) for reasons other than Retirement, Disability, or
death, or other Section 9.02 event, the vested portion of the value of his
Accounts shall become distributable in accordance with Article IX (Vesting of
Contributions) and shall be determined as of the Valuation Date on which the
Trustee receives properly authorized instructions to make the payment from the
Plan Administrator, and such amount, as adjusted in accordance with Section
10.06, shall be distributed as provided in Section 10.02, unless the Member has
elected to defer the distribution of his Accounts in accordance with
subparagraph (c) below.
(c) Effective January 1, 1988 for all Members who were
participants in the Eveready Battery Company Savings Plans in effect immediately
prior to the acquisition of Eveready Battery Company by Ralston Purina Company,
effective November 1, 1989 for all participants in the Beech-Nut Savings Plan
immediately prior to the acquisition of Beech-Nut by Ralston Purina Company, and
effective January 1, 1992, for all other Members, a Member may, upon the
Termination of Employment for whatever reason, elect to defer the distribution
of the vested portion of the value of his Accounts until a date which is not
later than the December 31 of the calendar year in which the Member attains age
seventy and one-half (70-1/2) years (the "Deferral Period") by notifying the
Plan Administrator or its delegatee in writing of such election to defer as soon
as practicable after Termination of Employment, in accordance with procedures
established by the Plan Administrator. At any time during the Deferral Period,
a Member may revoke the election to defer all or a portion of the total
remaining balance of the vested portion of his Accounts, and request a timely
distribution of all or any portion of the total remaining balance of the vested
portion of his Accounts.
Section 10.02 - Methods of Distribution
-------------------------
Except as otherwise provided in this Article, distributions provided for under
the Plan shall be made in the following manner:
(a) A Member who has incurred a Termination of Employment, for
whatever reason, by written notice on a form approved by the Plan Administrator
for such purpose delivered to the Plan Administrator at least fifteen (15) days
prior to his Termination of Employment, or such shorter period as determined by
the Plan Administrator may irrevocably elect to receive his distribution in
accordance with any one of the following methods of payment:
(1) by purchase of a nontransferable annuity contract from an
Insurance Company, or
(2) by a lump sum payment as soon as practicable after such a
Termination of Employment,
(3) effective for distributions on or after March 1, 1995, in
monthly, quarterly, semiannual or annual installments of principal (together
with earnings on the remaining Account balance) to reflect (A) fixed dollar
installments, (B) fixed percentage installments, (C) declining balance
installments, or (D) life expectancy installments,
(b) A Member who was a participant in the Continental Baking
Company "Interim" Savings Plan on December 31, 1985, and whose Termination of
Employment results from his Retirement or Disability, may, in addition to the
methods of payment set forth in subparagraph (a) above, elect to receive his
distribution in the form of consecutive annual substantially equal installments
of principal (together with earnings on the remaining Account balance) over a
period not extending beyond fifteen (15) years, (the Installment Period"). At
any time during the Installment Period, a Member may, with the approval of the
Plan Administrator, revoke this election and elect to receive the total
remaining balance of his Accounts in the form of a lump sum payment.
(c) If a Member elects a distribution in the form of an annuity
contract that permits payments in the form of a life annuity, the contract shall
provide that benefits are paid automatically in the form of a Qualified Joint
and Survivor Annuity, as defined in Section 10.03, unless the Member, with the
consent of his Eligible Spouse, if any, elects another form of payment in
accordance with Section 10.04.
(d) All distributions from Investment Funds other than the CBG
Stock Fund, the RPG Stock Fund, and the ESOP Preferred Stock Fund, shall be made
in cash. Except when an annuity contract is purchased, distribu-tions from the
CBG Stock Fund and RPG Stock Fund shall be in CBG Stock or RPG Stock with cash
paid for any fractional share, unless the Member or his Beneficiary elects to
take cash for distribution. Except when an annuity contract is purchased,
distributions from the ESOP Preferred Stock Fund shall be made in Common Stock
with cash paid for any fractional share, unless the Member elects to take cash
for distribution.
(e) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under Section 10.02, with respect
to distributions made on or after January 1, 1993 a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator or its delegatee
to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a direct rollover.
As used herein, Eligible Rollover Distribution shall mean any
distribution of all or any portion of the balance to the credit of the
Distributee's Accounts except that an Eligible Rollover Distribution does not
include any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee's designated beneficiary, or for a
specified period of ten (10) years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9) and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to Employer
securities).
As used herein, Eligible Retirement Plan shall mean an individual
retirement account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401(a), that
accepts the Distributee's Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution of the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.
A Distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employees' or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p) are Distributee's with regard to the interest of the spouse or former
spouse.
A Direct Rollover shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
Section 10.03 - Qualified Joint and Survivor Annuity
----------------------------------------
A Qualified Joint and Survivor Annuity means an annuity for the life of the
Member, with a survivor annuity for the life of the Eligible Spouse which is not
less than fifty percent (50%) and is not greater than one hundred percent (100%)
of the amount of the annuity which is respectively payable during the joint
lives of the Member and the Eligible Spouse and which is the actuarial
equivalent of a single life annuity for the life of the Member. In the case of
a Member who does not have an Eligible Spouse, a Qualified Joint and Survivor
Annuity means an annuity for the life of the Member.
Each Member entitled to receive his benefit in the form of a Qualified Joint and
Survivor Annuity shall furnish proof of the age of the Eligible Spouse within a
reasonable period before payments commence under the Qualified Joint and
Survivor Annuity.
Section 10.04 - Election Not to Receive a Qualified Joint and Survivor Annuity
--------------------------------------------------------------
An election not to receive retirement income in the form of a Qualified Joint
and Survivor Annuity may be made (and any prior such election may be revoked) by
a Member entitled to receive his retirement income in such form, subject to the
following:
(a) The election must be made during the ninety (90) day period
ending on the date payments of benefits to the Member commence ("Election
Period").
(b) The election must be in writing on a form acceptable to the
Plan Administrator (or the insurance company) and must be signed by the Member.
The election form must clearly indicate that the Member is electing to receive
his retirement income in a form other than a Qualified Joint and Survivor
Annuity.
(c) The Eligible Spouse, if any, of the Member must consent to the
election in writing on a form acceptable to the Plan Administrator (or the
Insurance Company), signed by the Eligible Spouse and witnessed by a Plan
representative or a notary public. The consent must acknowledge the effect of
the election. Such a consent is not necessary if the Member establishes to the
satisfaction of the Plan Administrator (or the insurance company) that such
written consent may not be obtained because there is no Eligible Spouse, because
the Eligible Spouse cannot be located, or because of such other circumstances as
Treasury Regulations may prescribe. Any consent by an Eligible Spouse shall be
effective only with respect to such Spouse, and must specifically identify the
beneficiary and the optional form of benefit to which the consent relates.
(d) Any such election may be revoked or changed by the Member by a
subsequent election made in accordance with this Section during the Election
Period. The election may be revoked, but not changed, without the consent of
the Eligible Spouse. The Eligible Spouse may not revoke a consent to a valid
election.
(e) Within a reasonable period [no later than ninety (90) days and
at least thirty (30) days] before the benefit payments commence, the Plan
Administrator (or the insurance company) shall furnish to each Member entitled
to receive his retirement income in the form of a Qualified Joint and Survivor
Annuity, a written explanation of:
(1) The terms and conditions of the Qualified Joint and
Survivor Annuity;
(2) The availability of the election provided by this Section
and the effect of making such an election;
(3) The rights of the Eligible Spouse of the Member; and
(4) The right to revoke a previous election and the effect of
such revocation.
Section 10.05 - Completion of Appropriate Forms
----------------------------------
The Plan Administrator has prescribed forms providing written notice to the
Company in order for a distribution to be made under the Plan. In the event a
Member or a Beneficiary does not complete, execute and return such forms to the
Company, the distribution of such Member's Accounts shall (except to the extent
provided in Section 17.09), be mailed, as provided in Section 10.02(d) in cash,
to the Address of Record as provided in Section 17.08 to a Member as soon as
practicable following the sixty-fifth (65th) birthday of such Member, or to a
Beneficiary. The Valuation Date for purposes of this Section 10.05 shall be as
described in Article VIII.
Section 10.06 - Accounts of Former Employees
-------------------------------
The amount credited to the accounts of a Member, if any, after Termination of
Employment of such Member shall be adjusted in accordance with Article VIII as
of each Valuation Date next following such Termination of Employment until such
amount shall have been distributed in full in accordance with this Article.
Distribution of the balance of the amount credited to the Accounts of a Member,
determined as of the Valuation Date immediately preceding such distribution,
shall constitute payment in full of the benefits of such Member hereunder. Any
balance of such accounts remaining unpaid at the death of a Member or
Beneficiary shall be distributed in accordance with Article XI.
Any amounts being held for deferred distribution will continue to be held by the
Trustee and invested in accordance with the instructions of the Members. Such
instructions will be given in accordance with the provisions of this Plan.
Persons receiving a deferred distribution are former Members and shall not be
credited with Basic, Supplemental or Matching Company Contributions after
Termination of Employment, except with respect to compensation paid subsequent
to the Termination of Employment but attributable to services performed as an
Employee in Covered Service.
Section 10.07 - Consent to Payment
--------------------
Notwithstanding the foregoing provisions of Article X: (a) if the vested
portion of the Accounts of a Member is $3,500 or less, it shall be distributed
in a lump sum payment; and (b) if the vested portion of the Accounts of a Member
exceeds $3,500 at the time the Member first becomes entitled to a distribution
under this Article X, and the Member has not attained sixty-five (65) years of
age, the Member must consent in writing before any portion of such Account may
be distributed to the Member.
Section 10.08 - Latest Deferral of Payment
-----------------------------
Notwithstanding anything to the contrary in the Plan, payment of benefits
pursuant to the Plan (including pursuant to annuity contracts distributed to a
Member) shall not provide for deferment of payments extending beyond the
following periods:
(a) If the Beneficiary or contingent annuitant of a Member under
any method of distribution is other than his Eligible Spouse, the actuarial
present value of payments expected to be made to the Member shall not be less
than fifty-one percent (51%) of the total actuarial present value of the
benefits expected to be paid to the Member and his Beneficiary or contingent
annuitant.
(b) Unless the Member elects otherwise in writing, the latest date
by which payment of benefits must commence shall be the sixtieth (60th) day
after close of the Plan Year in which the latest of the following events occurs:
(1) the Member attains sixty-five (65) years of age; (2) the Member incurs a
Termination of Employment; and (3) ten (10) years have elapsed from the time the
Member commenced participation in the Plan.
If payment in full is not feasible within the time limits
prescribed by this subsection (b) the Plan Administrator may make interim
payments from accounts of the Member.
(c) Notwithstanding anything to the contrary in this Plan and
regardless of any election by the Member, payment of benefits shall commence no
later than the April 1 of the calendar year following the earlier of the
calendar year in which the Member attains age seventy and one-half (70-1/2)
years, or the calendar year in which the Member actually retires, provided that
a Member who attained age seventy and one-half (70-1/2) prior to January 1,
1988, who is not a five-percent (5%) owner, may defer commencement of benefits
until the April 1 of the calendar year following the calendar year in which such
Member actually retires. The minimum distribution to be made each year shall be
the amount equal to the quotient obtained by dividing the Member's Account
balance at the beginning of the year by the life expectancy of the Member (or
the joint life and last survivor expectancy of the Member and the Beneficiary).
If payments are made over the life expectancy of the Member, or the joint life
expectancy of the Member and his spouse, life expectancy will be determined
either: (1) only once, at the time the Member (or his spouse) receives the
first distribution of his account balance; or (2) periodically, but no more
frequently than annually. If payments are made over the joint life expectancy
of the Member and a non-spouse Beneficiary, the change in the life expectancy of
the Member may be determined periodically, but not more frequently than
annually; but the life expectancy of the non-spouse Beneficiary shall be
determined only once at the time the Member (or Beneficiary) receives the first
distribution of his account balance.
Section 10.09 - Lost Payees
------------
In the event the amount credited to the Account(s) of a Member remain unclaimed
for more than five (5) years after such amount becomes distributable pursuant to
Section 10.07, and the Plan Administrator is unable to locate such Member (or
his Beneficiary), the Plan Administrator may direct such amount to be applied to
reduce Company Matching Contributions provided that in the event such Member (or
his Beneficiary) subsequently claims such amounts, the Employer shall contribute
an amount to the Plan which will cause the balance of such Member's account(s)
to equal the amount which would have been credited to such account(s) as of such
date if such amounts had never been reallocated pursuant to this Section.
Section 10.10 - Distribution of Annuity Contracts
------------------------------------
Notwithstanding anything to the contrary in the Plan, the Plan Administrator may
distribute all or any portion of the balance of an account that is distributable
to a Member (or a Beneficiary) by purchasing a nontransferable annuity contract
from an insurance company and transferring ownership of the contract to the
Member. Any annuity contract distributed to a Member (or a Beneficiary) shall
provide payment options that conform to those provided by the terms of the Plan,
so that payments pursuant to the contract satisfy the survivor annuity and other
requirements of the Plan governing payment of benefits.
ARTICLE XI - Death Benefits
Section 11.01 - Death Benefits
---------------
Upon the death of a Member, the amount credited to the Member's account shall
become distributable to the Beneficiary or Beneficiaries of the Member in a lump
sum payment as soon as practicable after the death of such Member, unless the
Member had elected payment of his benefit in the form of a life annuity prior to
his death.
Section 11.02 - Beneficiary Designation
------------------------
Subject to Section 11.03, each Member from time to time on a form acceptable to
the Plan Administrator may designate any person (including a trust) or persons
(concurrently, contingently or successively) to whom the Member's benefits under
the Plan are to be paid if the Member dies before receiving all of such
benefits. A beneficiary designation form shall be effective only when the form
is filed in writing by the Member and shall cancel all beneficiary designation
forms previously signed and filed by the Member.
With respect to a Member who has at least one Hour of Service after August 22,
1984, the designation of a non-spouse Beneficiary shall be valid only if the
surviving spouse of the Member shall have consented in writing to such
designation, the consent acknowledges the effect of such designation and the
consent is witnessed by a Plan representative or a notary public.
Section 11.03 - Pre-Retirement Survivor Annuity
---------------------------------
This Section shall apply only to a Member who is eligible to receive a Qualified
Joint and Survivor Annuity pursuant to Article X because the Member elected
payment in the form of a life annuity and who dies before payment of benefits
has commenced.
Upon the death of such a Member, at least fifty percent (50%) of the amount
credited to the Member's Accounts (or the cash value of an annuity contract
distributed to the Member) as of the date of death shall be distributed in the
form of a single life annuity for the life of the Member's Eligible Spouse
unless the Eligible Spouse has validly consented to the designation of another
Beneficiary in accordance with Section 11.02 after the earlier of (a) the first
day of the Plan Year in which the Member attained thirty-five (35) years of age
or (b) the date on which such Member terminates employment. If the amount to be
applied to the purchase of such an annuity is Three Thousand Five Hundred
Dollars ($3,500) or less, such amount shall be paid to the Eligible Spouse in
cash in lieu of the annuity.
An Eligible Surviving Spouse entitled to receive a single life annuity may
direct that payments under the annuity commence within a reasonable time after
the Member's death.
Section 11.04 - Payment of Benefit
--------------------
The portion of the death benefit not payable in the form of a Pre-retirement
Survivor Annuity pursuant to Section 11.03 shall be distributed in one lump sum
payment as soon as practicable after the death of the Member. Such payment
shall be made to the Member's Eligible Spouse unless such Eligible Spouse has
consented to another beneficiary pursuant to Section 11.02.
Section 11.05 - Latest Time for Payment
--------------------------
For Plan Years commencing after 1984, if a Member dies after distribution of
benefits has commenced but before the entire interest has been distributed, the
remaining portion of such interest shall be distributed at least as rapidly as
the distribution option elected by the Member.
If a Member dies before a distribution of benefits has commenced, the entire
interest shall be distributed within five (5) years of the Member's death;
unless any portion of the interest is payable to or for a Beneficiary over a
period not to exceed the life or life expectancy of the Beneficiary and payments
commence within one year after the Member's death. However, if the Beneficiary
is the surviving spouse of the Member, distribution need not commence before the
date when the Member would have attained age seventy and one-half (70-1/2)
years; provided that if the surviving spouse dies before distribution to such
spouse begins, this paragraph shall be applied as if the surviving spouse were
the Member.
Section 11.06 - Payments in the Event of Death with No Designated Survivor or
-------------------------------------------------------------
Incompetency
----------
In the event of (a) the death of a Member or Beneficiary not survived by a
person designated to receive any payment then due, or (b) the Plan Administrator
finding that a Member or other person entitled to a benefit is unable to care
for his affairs because of illness or accident or is a minor or has died, or (c)
no Beneficiary being designated, the Plan Administrator may direct that any
benefit payment due him, unless claim shall have been made therefor by a duly
appointed legal representative, be paid to his spouse, a child, a parent or
other blood relative, a person with whom he resides, or to any other person the
Plan Administrator considers suitable, and any such payment so made shall be a
complete discharge of the liabilities of the Plan therefor.
Section 11.07 - Renunciation of Death Benefit
--------------------------------
Any Beneficiary of a Member entitled to a benefit under this Plan may disclaim
his right to all or a portion of such benefit by filing a written irrevocable
and unqualified refusal to accept such a benefit with the Plan Administrator
before receiving any such benefit. If such a renunciation is filed by the
Eligible Spouse of the Member, the value of the annuity described in Section
11.03 shall be zero. Any benefits so disclaimed shall be distributable to the
person or persons (and in the proportions) to which such benefit would have been
distributable if the Beneficiary who so disclaims such benefits had predeceased
such Member.
Section 11.08 - Proof of Death and Right of Beneficiary or Other Person
-------------------------------------------------------------
The Plan Administrator may require and rely upon such proof of death and such
evidence of the right of any Beneficiary or other person to receive the
undistributed value of the Accounts of a deceased Member as the Plan
Administrator may deem proper and its determination of death and of the right of
such Beneficiary or other person to receive payment shall be conclusive.
ARTICLE XII - Withdrawal Prior to Termination of Employment
Section 12.01 - Withdrawal of Supplemental Contributions
-------------------------------------------
A Member who has made Supplemental Contributions may withdraw such contributions
in accordance with guidelines determined by the Plan Administrator at any time
by submitting a written request to the Plan Administrator specifying the amount
to be withdrawn. Payment shall be made to the Member as soon as practicable
after the submission of the Member's written request to the Plan Administrator.
The withdrawal may not exceed the lesser of the Member's Supplemental Investment
Account or his total Supplemental Contributions.
Section 12.02 - Hardship Withdrawal of Basic Contributions and/or Company
-------------------------------------------------------------
Matching Contributions
-----------------
A Member may withdraw amounts from his Basic Contribution Account and/or his
Company Matching Contribution Account by submitting his written request to the
Plan Administrator at such time and in such manner as shall be prescribed by the
Plan Administrator subject to the following provisions:
(a) The withdrawal request must be for an immediate and heavy
financial need on account of:
(1) Nonreimbursable medical expenses incurred by the Member,
his Spouse, or dependents;
(2) Costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Member;
(3) Payment of tuition for the next twelve (12) months of
post-secondary education for the Member, his Spouse, or dependents; or
(4) The need to prevent the eviction of the Member from his
principal residence or foreclosure on the mortgage on the Member's principal
residence.
(b) The amount withdrawn may not exceed the actual expense
incurred or to be incurred by the Member on account of such needs. The amount
of an immediate and heavy financial need may include any amounts necessary to
pay any federal, state, or local income taxes or penalties reasonably
anticipated to result from the distribution. The amount may be withdrawn only
to the extent that the need cannot be satisfied by other resources reasonably
available to the Member.
In making this determination, the Plan Administrator may rely on
the Member's representation that the need cannot be relieved:
(1) Through reimbursement or compensation by insurance or
otherwise;
(2) By reasonable liquidation of the Member's assets;
(3) By other distributions or loans from Company-sponsored
plans, or
(4) By borrowing from commercial sources on reasonable terms.
(c) Only one such withdrawal shall be permitted during a
twelve-month period.
(d) The maximum amount which may be withdrawn is the sum of:
(i) The dollar amount of Basic Contributions made on behalf
of such Member after January 1, 1989 (but excluding income thereon);
(ii) The balance of his Company Matching Contributions
Account, provided he is fully vested in his Company Matching Contribution
Account; and
(iii) The balance of the Member's Basic Investment Account
under the Prior Plan.
(e) The withdrawal shall be paid to the Member as soon as
practicable after the Member's written request is submitted to the Plan
Administrator.
(f) A Member requesting a hardship withdrawal after February 28,
1995 shall be precluded from making any Basic Matched Contributions, Basic
Unmatched Contributions, and Supplemental Contributions during the twelve (12)
month period immediately following such withdrawal.
Section 12.03 - Age Fifty-Nine and One-Half (59-1/2) Withdrawal
----------------------------------------------------
A Member who has attained age fifty-nine and one-half (59-1/2) may withdraw
Basic, Supplemental, and Company Matching Contributions, and related earnings
(to the extent he is vested in such contributions and related earnings) in
accordance with guidelines determined by the Plan Administrator by submitting a
written request to the Plan Administrator specifying the amount to be withdrawn.
Payment shall be made to the Member as soon as practicable after submission of
the Member's written request to the Plan Administrator.
Section 12.04 - Order of Withdrawals
----------------------
(a) A Member wishing to withdraw amounts from his accounts must
first withdraw the total amount in his Supplemental Investment Account.
(b) Once a Member has withdrawn all amounts in his Supplemental
Investment Account or if a Member has no Supplemental Investment Account, he
must then withdraw amounts from his Company Contribution Account (other than
amounts invested in the Ralston Purina ESOP Preferred Stock Fund), provided he
satisfies the withdrawal requirements of Section 12.02.
(c) When a Member has withdrawn all amounts in his Supplemental
Investment Account or has no Supplemental Investment Account and has also
withdrawn all amounts from his Company Contribution Account (other than amounts
invested in the Ralston Purina ESOP Preferred Stock Fund) or is not fully vested
in said Account, then the Member may withdraw amounts from his Basic Investment
Contribution Account (other than amounts invested in the Ralston Purina ESOP
Preferred Stock Fund) provided he satisfies the requirements of Section 12.02.
(d) When a Member has withdrawn all other amounts, to the extent
he is vested in his Accounts, then the Member may withdraw amounts held in the
Ralston Purina ESOP Preferred Stock Fund, provided he satisfies the withdrawal
requirements of Section 12.02.
ARTICLE XIII - Forfeitures
Section 13.01 - Time of Forfeiture and Restoration
--------------------------------------
(a) If a Member incurs a Termination of Employment prior to the
attainment of age sixty-five (65) for reasons other than Retirement, Disability
or death, the portion, if any, of his Company Matching Contribution Account in
which he is not vested pursuant to Article IX shall be forfeited as of the
Valuation Date on which (i) the Member has received a distribution of the entire
vested portion of his Accounts, or (ii) the Member has incurred a five
consecutive year Break in Service.
(b) If a Member has forfeited a portion of his Company
Contribution Account pursuant to subsection (a), such forfeited amount will be
restored if he is re-employed by the Company before he has incurred a Break in
Service of at least five (5) years. Any amounts restored and repaid to the
Trust Fund under this Section shall be paid into the remaining Funds in the same
proportion as Basic Unmatched and Supplemental Contributions are currently being
made.
The permissible sources for restoring forfeitures shall be income
or gain to the Plan, forfeitures, or Company contributions (without regard to
the existence of profits).
Section 13.02 - Disposition of Forfeitures
----------------------------
All forfeitures arising out of the application of the provisions of Section
13.01 shall be used to reduce Company Matching Contributions otherwise payable
to the Plan.
Section 13.03 - Effect of Withdrawal Under Article XII
-------------------------------------------
The non-vested Company Contribution Account of a Member who makes a withdrawal
described in Article XII shall not be forfeited by reason thereof.
Section 13.04 - Maternity Absence
------------------
In the case of an Employee who is absent from work for maternity or paternity
reasons, the Break in Service of the Employee shall not include the twelve (12)
consecutive month period beginning on the first anniversary of the day such
absence began. Absence from work for maternity or paternity reasons means
absence from work on account of the pregnancy or birth of a child of the
employee, the placement of a child with the Employee in connection with the
adoption of the child, or for purposes of caring for a child following such a
birth or placement.
ARTICLE XIV - Administration of Plan
Section 14.01 - Plan Administrator
-------------------
Ralston Purina Company, as the Plan Administrator, shall have the responsibility
for carrying out the provisions of the Plan and the general administration of
the Plan.
Section 14.02 - Benefits Council
-----------------
(a) The claims fiduciary for the Plan, in accordance with Article
XVIII, shall be the Benefits Council, to be comprised of no less than three
persons appointed by the Chairman of the Board of Ralston Purina Company.
(b) Any person appointed a member of the Benefits Council shall
signify his acceptance by filing a written acceptance with the Secretary of the
Benefits Council. Any member of the Benefits Council may resign by delivering
his written resignation to the Secretary of the Benefits Council, and such
resignation shall become effective upon the date specified therein.
(c) The Chairman of the Board shall appoint a Chairman and a
Secretary of the Benefits Council. The Benefits Council may appoint from its
members such committees with such powers as it shall determine, and may
authorize one or more of its members, or any agent, to execute or deliver any
instrument or make any payment in its behalf.
(d) The Benefits Council shall hold meetings upon such notice, at
such place or places, and at such time or times as it may from time to time
determine.
(e) A majority of the members of the Benefits Council shall
constitute a quorum for the transaction of business. All resolutions or other
action taken by the Benefits Council shall be by the vote of a majority of the
members of the Benefits Council present at any meeting or without a meeting by
an instrument in writing signed by a majority of the members of the Benefits
Council.
Section 14.03 - Benefits Policy Board
-----------------------
(a) The Benefits Policy Board shall have the authority to amend
the Plan to the extent the annual cost to the Plan resulting from such amendment
does not exceed $250,000. Members of the Benefits Policy Board are appointed by
the Chief Executive Officer.
(b) Any person appointed a member of the Benefits Policy Board
shall signify his acceptance by filing a written acceptance with the Secretary
of the Benefits Policy Board. Any member of the Benefits Policy Board may
resign by delivering his written resignation to the Secretary of the Benefits
Policy Board and such resignation shall become effective upon the date specified
therein.
(c) The Benefits Policy Board shall elect from its members a
Chairman, and shall also elect a Secretary who may be, but need not be, one of
the members of the Benefits Policy Board. The Benefits Policy Board may appoint
from its members such committees with such powers as it shall determine, and may
authorize one or more of its members, or any agent, to execute or deliver any
instrument or make any payment in its behalf.
(d) The Benefits Policy Board shall hold meetings upon such
notice, at such place or places, and at such time or times as it may from time
to time determine.
(e) A majority of the members of the Benefits Policy Board shall
constitute a quorum for the transaction of business. All resolutions or other
action taken by the Benefits Policy Board shall be by the vote of a majority of
the members of the Benefits Policy Board present at any meeting or without a
meeting by an instrument in writing signed by a majority of the members of the
Benefits Policy Board.
Section 14.04 - EBAIC
-----
(a) Certain responsibilities to control and manage Plan assets, to
add or delete investment funds, and to appoint and remove the Trustee and any
investment managers retained in connection with the investment of Plan assets,
shall be placed in the Employee Benefit Asset Investment Committee ("EBAIC"), to
be comprised of persons appointed in the manner determined by the Board of
Directors.
(b) Any person appointed a member of the EBAIC shall signify his
acceptance by filing a written acceptance with the Secretary of the EBAIC. Any
member of the EBAIC may resign by delivering his written resignation to the
Secretary of the EBAIC and such resignation shall become effective upon the date
specified therein.
(c) The EBAIC shall elect from its members a Chairman, and shall
also elect a Secretary who may be, but need not be, one of the members of the
EBAIC. The EBAIC may appoint from its members such committees with such powers
as it shall determine, and may authorize one or more of its members, or any
agent, to execute or deliver any instrument or make any payment in its behalf.
(d) The EBAIC shall hold meetings upon such notice, at such place
or places, and at such time or times as it may from time to time determine.
(e) A majority of the members of the EBAIC shall constitute a
quorum for the transaction of business. All resolutions or other action taken
by the EBAIC shall be by the vote of a majority of the members of the EBAIC
present at any meeting or without a meeting by an instrument in writing signed
by a majority of the members of the EBAIC.
Section 14.05 - Authority and Duties of Various Fiduciaries
------------------------------------------------
(a) Except for matters required by the terms of the Plan, or of
the Trust to be decided by the Trustee, the Plan Administrator shall have the
exclusive right to interpret the Plan and to decide any and all matters arising
under the Plan or in connection with its administration, including determination
of eligibility for, and the amount of distributions and withdrawals. The
Company shall have no power to direct or modify any interpreta-tions,
determinations, or decisions of the Plan Administrator. The Plan Administrator
may recommend amendments to the Board of Directors or the Benefits Policy Board
or its delegatee. The Plan Administrator may from time to time adopt rules for
the administration of the Plan and the conduct of its business, which rules
shall be consistent with the provisions of the Plan.
(b) The Plan Administrator, the EBAIC, the Trustee, the Benefits
Policy Board, and any other named fiduciary may each employ counsel, agents, and
such clerical and accounting services as it may require in carrying out its
responsibilities under the Plan. All fiduciaries shall be entitled to rely upon
tables, valuations, certificates, opinions, and reports furnished by any
actuary, accountant, or legal counsel appointed under the provisions of the
Plan.
(c) The Plan Administrator shall keep in convenient form such
personnel data as may be necessary for the Plan. The Plan Administrator shall
prepare, distribute, and file such reports and notices as may be required by
applicable law or regulations.
(d) The Plan Administrator shall control and manage the Plan
assets to the extent it has not delegated its power to do so to the EBAIC. Such
delegation of power may include the right to appoint and remove investment
managers and Trustees. Such delegation may be accomplished by a separate
instrument or by appropriate provisions in the Trust.
(e) The members of the Plan Administrator, the EBAIC, and the
Trustee shall use that degree of care, skill, prudence and diligence that a
prudent person acting in a like capacity and familiar with such matters would
use in his conduct of a similar Situation. A member of the Plan Administrator,
the EBAIC, or the Trustee shall not be liable for the breach of fiduciary
responsibility of another fiduciary unless (1) he participates knowingly in, or
knowingly undertakes to conceal, an act or omission of such other fiduciary,
knowing such act or omission is a breach; or (2) by his failure to discharge his
duties solely in the interest of Members and Beneficiaries for the exclusive
purpose of providing their benefits and defraying reasonable expenses of
administering the Plan not met by the Company, he has enabled such other
fiduciary to commit a breach; or (3) he has knowledge of a breach by such other
fiduciary and does not make reasonable efforts to remedy the breach; or (4) if
the Plan Administrator, the EBAIC, or the Trustee improperly allocates among
themselves or delegates to others, or fails to properly review such allocation
or delegation of fiduciary responsibilities.
(f) The Company will indemnify and save harmless the members of
the Plan Administrator, the EBAIC, the Trustee, and any person to whom fiduciary
responsibilities are delegated under this Plan against any and all expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him in connection with any civil, criminal,
administrative, or investigative action, proceeding, or claim (including an
action by or in the right of the Company) by reason of the fact that he is or
was serving in such capacity, provided that such person's conduct is not finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct.
(g) Each Trustee shall maintain accounts showing the fiscal
transactions of the Trust established hereunder. The EBAIC shall keep in
convenient form such financial data as may be necessary for the Plan, and shall
annually cause to be prepared a balance sheet and statement of financial
transactions of the Plan and the Trust.
(h) Whenever, in the administration of the Plan, any discretionary
action is required, the authorized party shall exercise his authority in a
nondiscriminatory manner so that all persons similarly situated will receive
substantially the same treatment.
Section 14.06 - Named Fiduciaries
------------------
(a) The Board of Directors, the Plan Administrator, and the EBAIC
shall each constitute named fiduciaries as such term is defined in ERISA.
(b) Any committee of the Board of Directors or other fiduciary
appointed as a named fiduciary by the Board of Directors by resolution or
appointed by an appropriate instrument executed by an officer of the Company
thereunto authorized by resolution of the Board of Directors, shall also
constitute a named fiduciary in respect of the duty delegated to him or it in
such resolution or instrument.
Section 14.07 - Delegation
----------
Any named fiduciary designated herein or appointed as provided herein, unless
precluded from doing so by the terms of such appointment, may by appropriate
instrument designate any person (including any firm or corporation) to carry out
part or all of such fiduciary's responsibilities and upon such designation the
named fiduciary shall have no liability, except as imposed by applicable law,
for any act or omission of such person. The foregoing does not preclude any
other fiduciary to the extent allowed by ERISA and the terms of his appointment
from delegating part or all of such fiduciary's responsibilities with respect to
the Plan.
Section 14.08 - Multiple Capacities
--------------------
Any fiduciary may serve in more than one fiduciary capacity with respect to the
Plan.
ARTICLE XV - Amendments, Termination, Permanent Discontinuance of Contributions,
Merger or Consolidation
Section 15.01 - Amendments
----------
The Board of Directors, or the Benefits Policy Board, or any delegatee, or the
EBAIC to the extent authority to do so is granted by the Board of Directors, may
at any time and from time to time, both retroactively and prospectively, modify
or amend, in whole or in part, any or all of the provisions of the Plan,
including any modification in the Plan or in the agreement or agreements
establishing the trust as the Plan Administrator shall deem to be necessary or
advisable in order to obtain the qualification or exemption, or to maintain the
qualification or exemption of the Plan and the Trust under the Code to comply
with ERISA, provided, however, that no such modification or amendment shall make
it possible for any part of the funds of the Plan to be used for, or diverted
to, purposes other than for the exclusive benefit of Members, spouses, former
Members, retired Members or Beneficiaries under the Plan; that no modification
or amendment shall be made which has the effect of decreasing retroactively the
Accounts of any Member or of reducing the non-forfeitable percentage of the
Company Matching Contribution Account of a Member below the non-forfeitable
percentage thereof computed under the Plan as in effect on the later of the date
on which the amendment is adopted or becomes effective.
Section 15.02 - Termination or Permanent Discontinuance of Contributions
-------------------------------------------------------------
Ralston Purina Company may by action of its Board of Directors terminate the
Plan with respect to all participating companies or any of them or direct
complete discontinuance of contributions hereunder by all or any of the
participating companies for any reason at any time. In case of such termination
or complete discontinuance of contributions hereunder, there shall automatically
vest in the appropriate Members non-forfeitable rights to the Company Matching
Contributions credited to their Accounts.
Section 15.03 - Partial Termination
--------------------
In the event of a partial termination of the Plan, the provisions of Section
15.02 shall be applicable only to the Members affected by such partial
termination.
Section 15.04 - Benefits in Case of Merger or Consolidation
-------------------------------------------------
The Plan may not be merged or consolidated with, nor may its assets or
liabilities be transferred to, any other plan unless each Member, spouse, former
Member, retired Member or Beneficiary under the Plan would, if the resulting
plan were then terminated, receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger,
consolidation, or transfer if the Plan had been terminated.
ARTICLE XVI - Loans
Section 16.01 - Loans
-----
In the event of financial necessity, a Member may make application to the Plan
Administrator in writing to borrow from the Trust Fund and the Plan
Administrator may in its sole discretion permit such a loan upon the conditions
hereinafter specified. The authority herein granted to the Plan Administrator
to approve loans from the Trust Fund is for the purpose of assisting a Member to
meet special situations and shall not be used as a means of distributing
benefits before they otherwise become due. Loans shall be granted in a uniform
and non-discriminatory manner and shall be made on the following conditions:
(a) The amount of a loan to a Member (when added to the
outstanding balance of all other loans from the Plan to the Member) shall not
exceed the lesser of--
(1) Fifty percent (50%) of the vested amount in the
Member's Accounts, or
(2) $50,000, reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the Member during the one-year
period ending on the day before the date on which such loan was made over the
outstanding balance of loans from the Plan on the date on which such loan was
made.
The maturity of a loan shall not exceed five (5) years, except in
the case of a loan to acquire or construct the Member's principal residence,
which shall mature in not more than ten (10) years.
If the Member is also covered under another qualified plan
maintained by the Company, the limitations of subsections (a)(1) and (2) shall
be applied as though all such qualified plans are one plan.
(b) A note shall be signed by the Member establishing regular
installment payments made by payroll deduction whenever possible and to the
extent permitted by law. The terms of such loans shall require substantially
level amortization over the term of the loan with payments not less frequently
than quarterly. Loans shall bear interest as specified in Section 16.02. Loans
shall be granted only if secured by the Member's vested Account Balances;
provided, however, that no more than fifty percent (50%) of the Member's vested
Account Balance may be pledged as collateral for the loan.
(c) In the event an installment payment is not paid within seven
(7) days following the due date, the Plan Administrator shall give written
notice to the Member sent to his last known address. If such installment
payment is not made within thirty (30) days thereafter, the Plan Administrator
may proceed with such actions as they deem necessary in order to preserve plan
assets from loss including, but not limited to, foreclosure, sale, or other
disposition of the security.
(d) In the event of the Termination of Employment of the Member
before the loan is repaid in full, the unpaid balance thereof, together with
interest thereon, shall become due and payable and the Trustee shall first
satisfy the indebtedness from the amount payable to the Member or to the
Member's Beneficiary before making any payments to the Member or to the Member's
Beneficiary.
Section 16.02 - Interest Rates
---------------
Interest rates for Plan loans shall be regularly reviewed and adjusted in
conformity with interest rates which, in the judgment of the Plan Administrator,
are commensurate with rates charged by commercial lenders for similar types of
loans. The interest rate applicable to a Plan loan shall be fixed as of the
date the application for such a loan is received by the Plan Administrator or
its delegatee, and shall not be subject to change or renegotiation after such
date.
Section 16.03 - Other Rules
------------
In addition to the foregoing, the Plan Administrator shall prescribe such rules
and procedures as it may deem appropriate, including, without limitation, the
imposition of loan application fees, rules and procedures by which the making of
loans may be terminated, suspended or restricted, and the requirement of a
spousal consent to loans of married Members, if and to the extent deemed by the
Plan Administrator to be necessary or desirable in order to effect compliance
with applicable laws and regulations or to provide for effective administration
of such loans.
ARTICLE XVII - Miscellaneous
Section 17.01 - Benefits Payable from Trust Fund
------------------------------------
All persons with any interest in the Trust Fund shall look solely to the Trust
Fund for any payments with respect to such interest.
Section 17.02 - Elections
---------
Elections hereunder shall be made by a Member in writing by the completion and
delivery to the Plan Administrator of forms prescribed by the Plan Administrator
for such purposes, within the time limits set forth hereunder with respect to
each such election or, if no time limit is set forth, such limit as may be
established by the Plan Administrator.
Section 17.03 - No Right to Continued Employment
------------------------------------
Neither the establishment of the Plan nor the payment of any benefits thereunder
nor any action of the Company, the Board of Directors, the Plan Administrator or
the Trustee shall be held or construed to confer upon any person any legal right
to be continued in the employ of the Company.
Section 17.04 - Inalienability of Benefits and Interest
-------------------------------------------
No benefit payable under the Plan or interest in the Trust Fund shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be void and no such
benefit or interest shall be in any manner liable for or subject to debts,
contracts, liabilities, engagements or torts of any Member or Beneficiary. If
any Member or Beneficiary shall become bankrupt or shall attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit payable
under the Plan or interest in the Trust Fund, then to the extent permitted by
law, the Plan Administrator in its discretion may hold or apply such benefit or
interest or any part thereof to or for the benefit of such Member, or his
Beneficiary, his spouse, children, blood relatives, or dependents, or any of
them, in such manner and in such proportions as the Plan Administrator may
consider proper. Notwithstanding the foregoing, any Member may direct that
benefits payable pursuant to Article VIII from the Trust Fund shall be paid to
the trustee of a trust created by him for his own benefit or for the benefit of
his immediate family.
Notwithstanding any provision in the Plan to the contrary, the Plan shall make
all payments required by a qualified domestic relations order within the meaning
of Code Section 414(p), including distributions required or permitted by the
qualified domestic relations order to an alternate payee even though such
payments are with respect to a Member who has not separated from service and
which commence before the Member has attained the earliest retirement age under
the Plan; provided, however, the present value of the benefit to be paid to the
alternate payee (1) does not exceed $3,500; or (2) exceeds at least $3,500 and
the alternate payee consents in writing to such earlier distribution. The Plan
Administrator shall establish a procedure to determine the qualified status of a
domestic relations order and to administer distributions under such a qualified
order.
Section 17.05 - Payments for Exclusive Benefits of Members
-----------------------------------------------
Payments of benefits in respect of the interest of a Member under the Plan to
any person other than such Member in accordance with the provisions of the Plan
shall be deemed to be for the exclusive benefit of such Member.
Section 17.06 - Missouri Law to Govern
-------------------------
All questions pertaining to the construction, regulation, validity and effect of
the provisions of the Plan shall be determined in accordance with the laws of
the State of Missouri, except as provided in Section 514 of ERISA.
Section 17.07 - No Guarantee
-------------
Neither the Company nor the Trustee guarantees the Trust Fund in any manner
against loss or depreciation.
Section 17.08 - Address of Record
-------------------
Each individual or entity with an actual or potential interest in the Plan shall
file and maintain a current record address with the Plan. Communications mailed
by the Company, trustee, or Plan Administrator to such record address fulfills
all obligations to provide required information to Members, including former
employees and Beneficiaries, in regard to the Plan.
If no record address is filed, it may be presumed that the address used by the
Company in forwarding statements of a Member's Account is the record address.
Section 17.09 - Participating Units
--------------------
The Board of Directors or the Plan Administrator, to the extent authority to do
so is granted to the Plan Administrator by the Board of Directors, may include a
designated unit of the Employees of an Affiliated Company in the Plan as
employed in a Participating Unit upon appropriate action by such Affiliated
Company necessary to adopt the Plan. Any such company may terminate its
participation in the Plan with respect to a designated unit of its employees
upon appropriate action by it, in which event the funds of the Plan held on
account of Members in the employ of such company and any unpaid balances of the
Accounts of Members who have separated from the employ of such company, shall be
determined by the Plan Administrator and shall be distributed as provided in
Section 15.02 in the event of termination of the Plan, held and distributed in
accordance with the terms of the Plan governing treatment of Members transferred
from Covered Service, or shall be segregated by the Trustee as a separate trust
fund, pursuant to direction to the Trustee by the Plan Administrator, continuing
the Plan as a separate plan for such employees of such company under which the
board of directors of such company shall succeed to all the powers and duties of
the Board of Directors, including the appointment of the members of the Plan
Administrator.
Section 17.10 - Headings
--------
Headings of Articles and Sections of the Plan are inserted for convenience of
reference. They constitute no part of the Plan.
Section 17.11 - Use of Masculine Terms
-------------------------
As used herein, masculine terms shall include the feminine wherever appropriate.
Section 17.12 - Payment of Expenses
---------------------
(a) Direct charges and expenses arising out of the purchase or
sale of securities, and taxes levied on or measured by such transactions shall
be charged against the Investment Fund or Funds for which the transaction took
place.
(b) To the extent permitted by law, all other expenses reasonably
incurred in administering the Plan, including expenses of the Plan Administrator
and the Trustee, fees for legal services, all taxes, if any, other than those
charged to the Funds, and the brokerage fees arising out of the purchase of
Common Stock for the Ralston Purina Common Stock Fund and the reinvestment of
dividends on such Common Stock shall be charged to the Trust in the manner
determined by the Plan Administrator.
Section 17.13 - Rollover Contributions
-----------------------
(a) An Employee, whether or not he would otherwise be a Member in
the Plan, may contribute a Rollover Contribution to the Trust by delivery of
such contribution to the Trustee, provided that the contribution qualifies as a
rollover contribution within the meaning of Code Section 402(a) which the Plan
may accept.
(b) A Rollover Contribution shall be considered as a part of the
account of the Employee in this Plan, shall be fully vested and non-forfeitable,
and shall be accounted for separately from Company contributions.
ARTICLE XVIII - Claim Procedure
Section 18.01 - Initial Determination
----------------------
The initial determination of a Member's or Beneficiary's eligibility for, and
the amount of, a benefit shall be made by the Benefits Council which shall mail
or deliver to each covered individual who has filed an effective claim for a
benefit a written statement of the amount of his benefit or a notice of denial
of his claim on or before the ninetieth (90th) day following the Council's
receipt of such claim. If special circumstances require additional time for
processing the claim, the Benefits Council may delay issuing its statement or
notice for an additional ninety (90) days provided that the Member or
Beneficiary is notified of the circumstances necessitating the delay and the
date the Committee expects to render its final opinion. A claim for benefits is
not effective unless filed on forms prescribed by the Benefits Council. Each
notice of whole or partial denial of claimed benefits shall set forth the
specific reasons for the denial, the time within which an appeal must be made by
the Member or Beneficiary or his duly authorized representative, and shall
contain such other information as may be required by applicable law. If a
statement or notice is not issued within the prescribed period, the claim shall
be deemed denied.
Section 18.02 - Review
------
Each Member or Beneficiary whose claim for benefits has been wholly or partially
denied shall have such rights to review documents and submit comments as the
Benefits Council may provide, and shall also have the right to request the
Benefits Council to review such denial; such request shall be made on forms
prescribed by the Benefits Council. A request for review shall be filed by the
Member or Beneficiary or his duly authorized representative on or before the
sixtieth (60th) day following the earlier of the Member or Beneficiary's receipt
of notice of denial of his claim or the expiration of the prescribed period for
issuing a statement of benefits or notice of denial. The Benefits Council shall
issue a written statement on or before the sixtieth (60th) day following its
receipt of such request stating the Benefits Council's decision on review and
the reasons therefor, including specific references to pertinent Plan provisions
on which the decision is based, and any other information required by applicable
law. If special circumstances require additional time for processing such
review, the Benefits Council may delay issuing its decision for an additional
sixty (60) days provided that the Member or Beneficiary is notified of such
circumstances and the date the Benefits Council expects to render its final
decision. If the decision is not issued within the prescribed period, the
appeal shall be deemed denied. No Member or Beneficiary shall have recourse to
courts of law until the administrative review process set forth herein has been
completed.
ARTICLE XIX - Limitation on Contributions
Section 19.01 - Maximum Annual Additions
--------------------------
(a) The Annual Addition (as defined in subsection (c) below) for a
---------------
Member with respect to a Limitation Year (as defined in subsection (e) below)
shall not exceed the lesser of--
(1) $30,000 or such higher annual amount specified by the
Department of the Treasury to reflect increases in the cost-of-living, effective
January 1 of each year; or
(2) Twenty-five percent (25%) of the Member's Compensation
[as defined in subsection (f)].
(b) (1) If a Member is, or was, covered under a qualified
defined benefit plan maintained by the Company, the sum of the Member's Defined
Benefit Fraction and Defined Contribution Fraction may not exceed 1.0 in any
Limitation Year.
(2) The Defined Benefit Fraction is a fraction, the numerator
----------------------------
of which is the sum of the Member's Projected Annual Benefits under all
qualified defined benefit plans (whether or not terminated) maintained by the
Company and the denominator of which is the lesser of--
(A) 1.25 times the dollar limitation of Code Section
415(b) (1)(A) in effect for each Limitation Year, or
(B) 1.4 times the Member's average Compensation for the
three consecutive Plan Years during which the Member both was an active
participant in the Plan and had the greatest aggregate Compensation.
Projected Annual Benefit means the annual benefit to which the
Member would be entitled under the terms of a defined benefit plan, if the
Member continued employment until normal retirement age (or current age, if
later) and the Member's Compensation for the Limitation Year and all other
relevant factors used to determine such benefit remained constant until normal
retirement age (or current age, if later).
(3) The Defined Contribution Fraction is a fraction, the
-----------------------------
numerator of which is the sum of the Annual Additions to the Member's account
under all qualified defined contribution plans (whether or not terminated)
maintained by the Company or a Commonly Controlled Entity of the Company for the
current and all prior Limitation Years, and the denominator of which is the sum
of the lesser of the following amounts determined for such year and for each
prior year of service with the Company or a Commonly Controlled Entity--
(A) 1.25 times the dollar limitation in effect under
Code Section 415(c)(1)(A) for such year [determined without regard to Code
Section 415(e)(6)], or
(B) 1.4 times the amount which may be taken into account
under Code Section 415(c)(1)(B).
In calculating the Defined Contribution Fraction, the Plan
Administrator may, at its discretion, make the election described in Code
Section 415(e)(6).
If the Plan satisfied the applicable requirements of Section 415 of the Code as
in effect for all Limitation Years beginning before January 1, 1987, an amount
shall be subtracted from the numerator of the Defined Contribution Fraction (not
exceeding such numerator) as prescribed by the Secretary of the Treasury so that
the sum of the Defined Benefit Fraction and the Defined Contribution Fraction
does not exceed 1.0 for such Limitation Year.
(c) Annual Addition means the sum of the following amounts for a
---------------
Limitation Year with respect to each Member--
(1) Basic Matched Contributions
(2) Company Matching Contributions
(3) Basic Unmatched Contributions
(4) Supplemental Contributions
(5) Forfeitures
(6) Similar amounts under other qualified defined
contribution plans maintained by the Company, and
(7) Amounts allocated to a post-retirement medical account
described in Code Section 415(1)(2) or Code Section 419A(d).
Annual additions shall include excess contributions as defined in Code Section
401(k)(8) of the Code, excess aggregate contributions as defined in Code Section
401(m)(6)(B), and excess deferrals as described in Code Section 402(g),
regardless of whether such amounts are distributed or forfeited.
Rollover Contributions, repaid distributions, restored forfeitures pursuant to
Section 13.01, and loan payments shall not be treated as Annual Additions.
The Annual Addition for any Limitation Year beginning before January 1, 1987
shall not be recomputed to treat all employee contributions as an Annual
Addition.
(d) For the purpose of this section, Company shall include a
Commonly Controlled Entity as defined in Section 1.11, except that in applying
Section 414(b), the phrase "more than fifty percent (50%)" shall be substituted
for the phrase "at least eighty percent (80%)" each place it appears in Code
Section 1563(a)(1).
(e) "Limitation Year" means the Plan Year.
(f) For the purposes of this section, "Compensation" means
compensation as defined in Treas. Reg. 1.415-2(d) (or any regulation which
replaces or supersedes such regulation) for purposes of the limitations on
benefits and contributions under qualified plans.
(g) If, for any Plan Year, it is necessary to limit the allocation
of an amount to a Member's Account to comply with subsection (a), the Plan shall
limit such allocation by reducing contributions in the following order -
(1) first, to the extent necessary, Supplemental
Contributions and any earnings thereon;
(2) second, to the extent necessary, the Basic Unmatched
Contributions, if any, made on his behalf and any earnings thereon;
(3) third, to the extent necessary, the amount of the Basic
Matched Contributions made on his behalf and any earnings thereon. The Company
Matching Contributions made with respect to such Basic Matched Contributions and
any earnings thereon shall be treated as though they were forfeitures to the
extent necessary and as soon as administratively feasible; and
(4) fourth, to the extent necessary, other Company or
Commonly Controlled Entity contributions made to other qualified defined
contribution plans.
If the limitations of subsection (b) are exceeded, the accrued benefit of the
Member under the defined benefit plan shall be reduced to the extent necessary
to satisfy the requirements of subsection (b).
(h) For any Plan Year in which no more than one-third of
contributions to the Plan which are made to meet the obligations under an ESOP
Loan are allocated to Highly Compensated Employees, the dollar limitation of
(a)(1) above shall be increased by the lesser of the dollar amount as computed
without regard to this sentence, or the amount of ESOP Preferred Stock
contributed as or purchased with such contributions for such Plan Year. For any
Plan Year in which no more than one-third of contributions to the Plan which are
made to meet the obligation under an ESOP Loan are allocated to Highly
Compensated Employees, the limitations of this Article XIX shall not apply to
any forfeitures of ESOP Preferred Stock acquired with the proceeds of an ESOP
Loan or to contributions which are used to make interest payments under an ESOP
Loan and charged against a Member's account.
ARTICLE XX - Top-Heavy Provisions
Section 20.01 - Application of Top-Heavy Provisions
--------------------------------------
(a) Except as provided in subsection (b)(2), if as of a
Determination Date, the sum of the amount of the Section 416 Accounts of Key
Employees and the Beneficiaries of deceased Key Employees exceeds sixty percent
(60%) of the amount of the Section 416 Accounts of all Members and
Beneficiaries, the Plan is top-heavy and the provisions of this Article shall
become applicable.
If any individual has not received any compensation (other than
benefits under a plan) from the Company or a Commonly Controlled Entity of the
Company at any time during the five-year period ending on the Determination
Date, the Section 416 Account of such individual or his Beneficiary shall be
excluded from all computations under this Article with respect to Plan Years
beginning after December 31, 1984. However, if such an individual returns to
employment with the Company or Commonly Controlled Entity, his Section 416
account shall be included in calculations under this section. The Section 416
Account of an individual who was a Key Employee but is not a Key Employee for
the Plan Year containing the Determination Date and the preceding four Plan
Years or the Section 416 Account of the Beneficiary of such an individual shall
be excluded from all computations under this Article.
(b) (1) If as of a Determination Date this Plan is part of an
Aggregation Group which is top-heavy, the provisions of this Article shall
become applicable. Top-heaviness for the purpose of this subsection shall be
determined with respect to the Aggregation Group in the same manner as described
in subsection (a) except that if the Aggregation Group includes a defined
benefit plan, the Section 416 Account shall include the present value of the
accrued benefit of a member or a beneficiary under such plan.
(2) If this Plan is top-heavy under subsection (a), but the
Aggregation Group is not top-heavy, this Article shall not be applicable.
(c) The Plan Administrator shall have responsibility to make all
calculations to determine whether this Plan is top-heavy. The Plan
Administrator may use a method which approximates the calculations described in
Section 20.01(a) provided that it mathematically proves that the Plan is not
top-heavy, such as a method which overstates the Section 416 Accounts with
respect to Key Employees and understates the Section 416 Accounts with respect
to non-Key Employees.
Section 20.02 - Definitions
-----------
(a) "Aggregation Group" means this Plan and all other plans
(including a frozen plan) maintained by the Company which covers a Key Employee
or his Beneficiary and any other plan which enables a plan covering a Key
Employee or his Beneficiary to meet the requirements of Code Sections 401(a)(4)
or 410. A terminated plan shall be included in an Aggregation Group if it was
maintained by the Company within the last five (5) years ending on the
Determination Date for the Plan Year in question and would, but for the fact it
was terminated, meet the conditions of the preceding sentence. In addition, at
the election of the Plan Administrator, the Aggregation Group may be expanded by
the company if such expanded Aggregation Group meets the requirements of Code
Sections 401(a)(4) and 410.
(b) "Determination Date" means the last day of the Plan Year
immediately preceding the Plan Year for which top-heaviness is to be determined.
(c) "Key Employee" means an Employee (or a former or deceased
Employee) who, for the Plan Year containing the Determination Date or any of the
four preceding Plan Years (including years before 1984), is:
(1) an officer of the Company or a Commonly Controlled Entity
of the Company having an annual Compensation for a Plan Year greater than one
hundred fifty percent (150%) of the amount in effect under Code Section
415(c)(1)(A) for the calendar year in which the Plan Year ends; provided,
however, that no more than the lesser of --
(A) 50 Employees, or
(B) the greater of (i) three Employees or (ii) ten
percent (10%) of the greatest number of employees of the company and its
Commonly Controlled Entities for the Plan Year containing the Determination Date
and the preceding four Plan Years shall be treated as officers, and such
officers shall be those with the highest annual Compensation in the five-year
period;
(2) one of the ten Employees having an annual Compensation in
excess of the amount in effect under Code Section 415(c)(1)(A) and owning (or
considered as owning within the meaning of Code Section 318) both more than
one-half percent (1/2%) interest in the Company and the largest interests in the
Company;
(3) a five-percent (5%) owner of the Company; or
(4) a one-percent (1%) owner of the Company having an annual
Compensation [as defined in Section 19.01(f)] of more than $150,000.
For the purpose of subsection (c)(1)(B)(II), if ten percent (10%)
of the number of Employees is not an integer, the number shall be increased to
the nearest integer. The determination as to whether a person is an officer
shall be made on the basis of his actual authority and duties and without regard
to his title. For the purpose of subsection (c)(2), if two Employees have the
same interest in the Company, the Employee having the greater annual
Compensation from the Company, shall be treated as having a larger interest.
For the purpose of subsections (c) (3) and (c)(4), ownership shall be determined
in accordance with Code Section 416 (i)(1)(B) and (C).
(d) "Section 416 Account" means the sum of:
(1) the amount credited to a Member's or Beneficiary's
Account under this Plan as of the most recent Valuation Date occurring within
the twelve (12) month period ending on the Determination Date (or his account
under another qualified defined contribution plan which is part of an
Aggregation Group) including uncontributed amounts due as of such Valuation Date
but which are actually contributed on or before the Determination Date;
(2) the present value of the accrued benefit credited as of a
Determination Date to a Member or Beneficiary under a qualified defined benefit
plan which is part of an Aggregation Group; and
(3) the amount of distributions to the Member or Beneficiary
during the five-year period ending on the Determination Date, including a
distribution under a terminated plan which, if it had not been terminated, would
have been required to be included in an Aggregation Group, a distribution of
Employee contributions, and a distribution made before January 1, 1984, but
excluding a distribution which is a tax-free rollover contribution (or similar
transfer) that is not initiated by the Member or that is contributed to a plan
which is maintained by the Company; reduced by--
(4) the amount of a rollover contribution (or similar
transfer) which is accepted by this Plan (or a plan forming part of an
Aggregation Group) after December 31, 1983 and which was initiated by the Member
and derived from a plan not maintained by the Company or a Commonly Controlled
Entity of the Company, and the earnings on such rollover contribution.
Section 20.03 - Minimum Contribution
---------------------
(a) If this Plan is determined to be top-heavy under the
provisions of Section 20.01, with respect to each Member who is not a Key
employee and is an Employee on the last day of the Plan Year, the sum of
Employer Contributions (other than Basic Contributions), forfeitures treated as
Employer Contributions under this Plan, and under all qualified defined
contribution plans in the Aggregation Group shall not be less than three percent
(3%) of such Member's Compensation [as defined in Section 19.01(f)].
Notwithstanding the provisions of Section 9.02, contributions made pursuant to
this Section shall be fully vested at all times. This Section shall not be
applicable with respect to a Member who is also covered under a defined benefit
plan maintained by the Company which provides the benefit specified by Code
Section 416(c)(1).
(b) The contribution rate specified in subsection (a) shall not
exceed the percentage at which Employer Contributions and forfeitures are
allocated under the Plan or the plans of the Aggregation Group to the account of
the Key Employee for whom such percentage is the highest for the Plan Year. For
the purpose of this subsection, the percentage for each Key Employee shall be
determined by dividing the Employer Contributions and forfeitures for the Key
Employee by the amount of his total compensation for the year not in excess of
$200,000 [as adjusted by the Secretary of the Treasury under Code Section
416(d)]. This subsection shall not apply if this Plan is required to be
included in an Aggregation Group and the Plan enables a defined benefit plan
which is part of the Aggregation Group to meet the requirements of Code Section
401(a)(4) or 410.
Section 20.04 - Limit on Annual Additions: Combined Plan Limit
------------------------------------------------------
(a) If this Plan is determined to be top-heavy under Section
20.01, Section 19.01(b) of this Plan shall be applied by substituting 1.0 for
1.25. The transitional rule of Code Section 415(e)(6)(B)(i) shall be applied by
substituting "$41,500" for "$51,875".
(b) Subsection (a) shall not be applicable if--
(1) Section 20.03 is applied by substituting "four percent
(4%)" for "three percent (3%) ", and
(2) this Plan would not be top-heavy if "ninety percent
(90%)" is substituted for "sixty percent (60%)" in Section 20.01.
(c) If, but for this subsection (c), subsection (a) would begin to
apply with respect to the Plan, the application of subsection (a) shall be
suspended with respect to a Member so long as there are--
(1) no Company contributions, forfeitures, or voluntary
nondeductible contributions allocated to such Member, and
(2) no accruals under a qualified defined benefit plan for
such Member.
<PAGE>
IN WITNESS WHEREOF, the Ralston Purina Company has caused these presents to be
executed by the undersigned representative of the Company effective as of the
first day of January 1988, or as otherwise indicated.
RALSTON PURINA COMPANY
By __________________________________
C. S. Sommer
Vice President, Administration
<PAGE>
RALSTON PURINA RETIREMENT PLAN
(as amended and restated as of January 1, 1999)
restated as of January 1, 1999
<PAGE>
TABLE OF CONTENTS
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Page
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i
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I - DEFINITIONS
Section 1.1C Accrued Benefit
Section 1.1B Actuarial Equivalent
Section 1.1C Affiliated Company
Section 1.2 Annual Earnings
Section 1.2A Annuity Starting Date 3
Section 1.2B Applicable Interest Rate 3
Section 1.2C Applicable Mortality Table
Section 1.3 Average Annual Earnings 3
Section 1.4 Beneficiary
Section 1.5 Board of Directors
Section 1.5A Cash Balance Account 3
Section 1.5B Cash Balance Benefit 4
Section 1.6 Code 4
Section 1.7 Commonly Controlled Entity
Section 1.8 Company
Section 1.9 Credited Service
Section 1.9A Employment Commencement Date
Section 1.9B Adjusted Employment Commencement Date
Section 1.9C Re-employment Commencement Date
Section 1.9D Hour of Service
Section 1.9E Period of Service
Section 1.9F Severance from Service Date
Section 1.9G Period of Severance
Section 1.9H Maternity or Paternity Absence
Section 1.9I Service Spanning.
Section 1.9J Re-employment.
Section 1.9K Leave of Absence
Section 1.9L Family Medical Leave.
Section 1.9M Military Absence
Section 1.10 Deferred Retirement Date
Section 1.11 Early Retirement Date
Section 1.12 Employee
Section 1.12A Admin Employee
Section 1.12B Production Employee
Section 1.13 ERISA
Section 1.13A FAP Benefit 8
Section 1.14 Foreign Affiliate
Section 1.15 Investment Manager
Section 1.16 Leased Employee
Section 1.17 Normal Form
Section 1.18 Normal Retirement Date
Section 1.19 Participant
Section 1.19A Pension Benefit 9
Section 1.19B Pension Equity Benefit 9
Section 1.19C Periodic Interest Rate 9
Section 1.20 Plan
Section 1.21 Plan Administrator
Section 1.22 Plan Year
Section 1.23 Predecessor Plan
Section 1.23A Rehired Participant
Section 1.24 Retiree
Section 1.25 Social Security Benefit
Section 1.25A Social Security Covered Compensation
Section 1.26 Social Security Offset
Section 1.27 Social Security Retirement Age
Section 1.28 Temporary Employee
Section 1.29 Trustee or Trustees
Section 1.29A Year Of Credited Service
ARTICLE II - PARTICIPATION
Section 2.1 Prior Participants
Section 2.2 Enrollment
Section 2.3 Re-employment -- Service Credit
Section 2.3A -- Eligibility for Pension Benefit Provisions
Section 2.3B Re-employment -- Calculation of Accrued Benefit and Suspension of Benefits 12
Section 2.4 Employees Covered by a Collectively Bargained Plan
Section 2.5 Employees Covered by Merged Plans
Section 2.6 Participation in Pension Equity Benefit
Section 2.7 Participation in Cash Balance Benefit 13
ARTICLE III - CONTRIBUTIONS
Section 3.1 Employee Contributions
Section 3.2 Affiliated Company Contributions
ARTICLE IV - VESTING
Section 4.1 Vesting
Section 4.2 Years of Credited Service for Vesting
ARTICLE V - AMOUNT OF BENEFIT
Section 5.1 Normal Retirement Benefit
Section 5.2 Compliance With Code Section 401(a)(17)
Section 5.3 [Intentionally Omitted]
Section 5.4 Prior Service Guarantees
Section 5.5 Offset for Retirement Payments Required by Foreign Law
Section 5.6 Maximum Limitation on a Participant's Retirement Benefit
Section 5.7 Maximum Benefit if Participant Covered Under Both the Plan and a Defined
Contribution Plan For Play Years Beginning On Or Before December 31, 1999
ARTICLE VI - RETIREMENT BENEFITS
Section 6.1 Normal Retirement
Section 6.2 Deferred Retirement
Section 6.2A Suspension of Benefits
Section 6.3 Early Retirement
Section 6.4 Vested Deferred Retirement 23
Section 6.4A Vested Deferred Retirement 23
Section 6.5 Commencement of Retirement Benefits 23
Section 6.6 Withdrawal of Contributions 23
Section 6.7 Inability to Locate Participants or Beneficiaries 24
ARTICLE VII - FORM OF RETIREMENT BENEFIT 24
Section 7.1 Form of Benefit 24
Section 7.2 Qualified Joint and Survivor Annuity 24
Section 7.2A Election Out of Qualified Joint and Survivor Annuity 24
Section 7.3 Optional Forms of Retirement Benefit 25
Section 7.3A Option A 25
Section 7.3B Option B 26
Section 7.3C Option C 26
Section 7.3D Social Security Adjustment Option 26
Section 7.3E Pop-up Benefit 26
Section 7.3F Single Sum Payment 27
Section 7.4 Small Payments 27
Section 7.5 Direct Rollovers 28
Section 7.6 Restrictions on Benefits 28
ARTICLE VIII - DEATH BENEFITS 28
Section 8.1 Death Prior to Retirement 28
Section 8.2 Death After Retirement 29
Section 8.3 Election of Beneficiary 29
Section 8.4 Surviving Spouse's Benefit 29
Section 8.4A 29
Section 8.4B 29
Section 8.4C 29
Section 8.5 Pension Equity and Cash Balance Death Benefit 30
Section 8.6 QPSA Provisions 30
ARTICLE IX - VESTED BENEFITS 31
Section 9.1 Return of Contributions 31
Section 9.2 Form of Benefit 31
Section 9.3 Surviving Spouse's Benefit Vested Terminated Participant 31
Section 9.4 Cash Balance Account Death Benefit 32
ARTICLE X - PERMANENT AND TOTAL DISABILITY BENEFIT 32
Section 10.1 Permanent and Total Disability Defined 32
Section 10.2 Vesting and Benefit Accrual During Periods of Disability 32
Section 10.3 Effect of Re-employment Upon Cessation of Disability 32
Section 10.4 Effect of Failure of Re-employment Upon Cessation of Disability 32
Section 10.5 Physical Examination Requirements 32
Section 10.6 Pension Equity Disability Benefit 33
ARTICLE XI - CONTINENTAL BAKING COMPANY PROVISIONS 33
Section 11.1 Application 33
Section 11.2 Definitions 33
Section 11.3 Normal Retirement Benefit for Former Participants in the CBC Plan 35
Section 11.4 Early Retirement for Former Participants in the Continental Baking Company
Salaried Pension Plan 35
Section 11.5 Transitional Early Retirement Benefit 35
Section 11.6 Optional Benefit Amounts 36
Section 11.7 Change in Employment Status 37
Section 11.7 Interstate Bakeries Provisions 37
ARTICLE XII - EVEREADY BATTERY COMPANY PROVISIONS 38
Section 12.1 Application 38
Section 12.2 Definitions 38
Section 12.3 Frozen Accrued Benefit 40
Section 12.4 Retirements After January 1, 1993 41
Section 12.5 Optional Forms 42
Section 12.6 Surviving Spouse's Benefit of Active Participant 43
Section 12.7 Surviving Spouse's Benefit of Vested Terminated Participant 44
Section 12.8 Disability Benefit 44
Section 12.9 Adjustment for Pension Equity Provisions 44
ARTICLE XIII - PLAN ADMINISTRATION 44
Section 13.1 Plan Administrator 44
Section 13.2 Benefits Council 44
Section 13.3 Benefits Policy Board 44
Section 13.4 EBAIC 45
Section 13.5 Authority and Duties of Various Fiduciaries 46
Section 13.6 Named Fiduciaries 47
Section 13.7 Delegation 47
Section 13.8 Multiple Capacities 47
Section 13.9 Standard of Review 47
ARTICLE XIV - FUNDING 48
Section 14.1 Funding. 48
ARTICLE XV - RIGHTS OF AFFILIATED COMPANIES TO DISCONTINUE OR AMEND 48
Section 15.1 Right to Terminate the Plan. 48
Section 15.2 Plan Amendment Procedure. 48
ARTICLE XVI - TERMINATION OF PLAN 49
Section 16.1 Plan Termination. 49
Section 16.2 Termination Restrictions. 49
Section 16.3 Rights of Affiliated Companies to Remaining Amounts. 51
ARTICLE XVII - TOP-HEAVY PROVISIONS 52
Section 17.1 Top-Heavy Determination. 52
Section 17.2 Valuation as of Determination Date. 52
Section 17.3 Key Employee 52
Section 17.4 Vesting Requirements. 53
Section 17.5 Minimum Benefits 53
Section 17.6 Adjustment to Combination Defined Benefit Plan and Defined Contribution Plan Limitations 53
ARTICLE XVIII - PROVISIONS TO PREVENT DISCRIMINATION 54
Section 18.1 Restrictions of Benefits Upon Plan Termination 54
Section 18.2 Restrictions on Distributions. 54
Section 18.3 Purposes for Restriction 55
ARTICLE XIX - SPECIAL PROVISIONS 55
Section 19.1 No Right to Continued Employment 55
Section 19.2 Payments and Liabilities Not Attributable to Affiliated Companies 55
Section 19.3 Interpretation of Agreement 55
Section 19.4 Required Participant Information 55
Section 19.5 Participants' Mailing Addresses 55
Section 19.6 Change of Status 56
Section 19.7 Transfers From Controlled Corporations Which Are Not Affiliated Companies 56
Section 19.8 Transferred Employees and Payment Source 56
Section 19.9 Plan Maintained for Exclusive Benefit of Participants 56
Section 19.10 Return of Employer Contributions 56
Section 19.11 Employer Withholding 57
Section 19.12 Spinoff or Merger of Assets or Liabilities 57
Section 19.13 Merger, Consolidation or Transfer of Assets 57
Section 19.14 Agreement Binding Upon All Successors 57
Section 19.15 Titles 57
Section 19.16 Construction 57
Section 19.17 Severability 57
Section 19.18 Counterparts 58
Section 19.19 Non-Alienation of Retirement Benefits 58
Section 19.20 Special Vesting of Participants who were Employees of Foodservices, Inc. 58
Section 19.21 Special Provision for Female Employees with an Age Sixty (60) Normal
Retirement Date 58
</TABLE>
RESTATED RALSTON PURINA RETIREMENT PLAN
PLAN AND TRUST
January 1, 1999
WHEREAS, Ralston Purina Company (the "Company") previously established the
Purina Retirement Plan for Sales, Administrative, and Clerical Employees (the
"Admin Plan") to provide retirement income benefits for eligible employees of
Ralston Purina Company and its affiliates;
WHEREAS, Company reserved the right to amend the Admin Plan pursuant to
Article XV thereof;
WHEREAS, the Company has previously amended and restated the Admin Plan
effective January 1, 1989;
WHEREAS, the Company's Board of Directors authorized the merger of the
Purina Retirement Plan for Production Employees (the "Production Plan"), a plan
qualified under Code Section 401(a), into the Admin Plan effective September 30,
1996, and renamed the Admin Plan, the Ralston Purina Retirement Plan (the
"Plan");
WHEREAS, the Company desires to further amend and completely restate the
Plan, to reflect (i) the merger of the Admin Plan and the Production Plan,
effective September 30, 1996, (ii) the adoption of a "Pension Equity Benefit",
and a "Cash Balance Account", as defined in Article V hereof, effective January
1, 1999, and (iii) other miscellaneous revisions.
Except as otherwise explicitly provided in the Plan, the provisions of the
Plan as so amended and restated, shall govern the rights and benefits of each
Employee who terminates employment or retires on or after January 1, 1999. The
rights and benefits, if any, of an Employee who retired or terminated employment
before January 1, 1999 shall be determined in accordance with the provisions of
the Plan applicable to that Employee as in effect on the date that the Employee
retired or terminated employment, except as otherwise explicitly provided in the
Plan.
Now, THEREFORE, resolved that the Ralston Purina Retirement Plan is hereby
amended and completely restated in its entirety conditioned on the receipt of a
favorable determination by the Internal Revenue Service of the qualified status
of the Plan, as follows:
<PAGE>
ARTICLE I - Definitions
Section 1.1A Accrued Benefit
Accrued Benefit means the sum of a Participant's accrued benefits calculated
under the Plan provisions used to calculate the FAP Benefit, the Pension Equity
Benefit, and the Cash Balance Benefit.
A Participant's Accrued Benefit under the plan provisions used to calculate the
FAP Benefit is the FAP Benefit payable as a single life annuity payable in the
Normal Form at a Participant's Normal Retirement Date (or, if later, such
Participant's actual retirement date).
A Participant's Accrued Benefit under the plan provisions used to calculate the
Pension Equity Benefit is the single life annuity payable in the Normal Form to
a Participant, commencing on the Participant's Normal Retirement Date (or, if
later, such Participant's actual retirement date). Such single life annuity
shall be the Actuarial Equivalent (using the Applicable Interest Rate and
Applicable Mortality Table) as of a Participant's Normal Retirement Date (or, if
later, such Participant's actual retirement date) of the Participant's Pension
Equity Benefit, as of the time of reference, adjusted using an interest rate of
3% from the time of reference to the Participant's Normal Retirement Date (or,
if later, such Participant's actual retirement date).
A Participant's Accrued Benefit under the plan provisions used to calculate the
Cash Balance Benefit is the single life annuity payable in the Normal Form to a
Participant, commencing on the Participant's Normal Retirement Date (or, if
later, such Participant's actual retirement date). Such single life annuity
shall be the Actuarial Equivalent (using the Applicable Interest Rate and
Applicable Mortality Table) as of a Participant's Normal Retirement Date (or, if
later, such Participant's actual retirement date) of the Participant's Cash
Balance Account, as of the time of reference, adjusted using the Periodic
Interest Rate from the time of reference to the Participant's Normal Retirement
Date.
The Accrued Benefit attributable to employee contributions shall be included in
the FAP Benefit or Pension Equity Benefit, as applicable to a Participant.
The foregoing provisions, and all other Plan provisions, shall be deemed to
comply with the rules of Section 411(b)(1).
Section 1.1B Actuarial Equivalent
Actuarial Equivalent for any annuity or benefit means another annuity or benefit
calculated under the Plan, commencing at a different date or payable in a
different form than the specified annuity or benefit, but which has the same
present value as the specified annuity or benefit, when measured using the
factors specified in the Plan under Appendix A hereto.
Section 1.1C Affiliated Company
Affiliated Company shall mean (a) any company more than fifty (50) percent of
the voting stock of which is directly or indirectly owned by Ralston Purina
Company or by any successor, and (b) any Commonly Controlled Entity.
Section 1.2 Annual Earnings
Annual Earnings means the total compensation (excluding reimbursed expenses,
amounts paid by reason of employment relocations and other items of compensation
as determined from time to time by the Plan Administrator or its delegatee and
applied in a uniform, consistent and nondiscriminatory manner) (i) paid an
Employee during a calendar year by the Company or Affiliated Company; (ii)
deferred by any Employee to a nonqualified plan of deferred compensation
maintained by the Company or an Affiliated Company, or (iii) contributed by
means of salary reduction by any Employee to a plan of deferred compensation
maintained by the Company or an Affiliated Company and intended to satisfy the
requirements of Section 401(k) of the Code and payments made under a Code
Section 125 Cafeteria Plan. "Annual Earnings" during an unpaid Leave of Absence
or Military Absence shall be deemed to be the Participant's Annual Earnings for
the year prior to the year in which such absence began. Notwithstanding the
foregoing, effective January 1, 1994, "Annual Earnings" shall not include
compensation designated by the Company as a "Special Bonus". The "Annual
Earnings" of a Participant taken into account under this Plan shall not exceed
the compensation limit set forth in Code Section 401(a)(17) as adjusted by the
Secretary of the Treasury.
Section 1.2A Annuity Starting Date
Annuity Starting Date means (a) with respect to an annuity form of benefit, the
first day on which an amount is payable as an annuity; and (b) with respect to a
form of benefit which is not an annuity, the date on which all events have
occurred which entitle the Participant to such benefit. In either case, an
Annuity Starting Date must be the first day of a calendar month.
Section 1.2B Applicable Interest Rate
Applicable Interest Rate means the annual interest rate on 30-year Treasury
securities as specified by the Commissioner of the Internal Revenue Service in
revenue rulings, notices or other guidance, published in the Internal Revenue
Bulletin, (a) to the extent required by Treasury Regulations, for the 12-month
period commencing on October 1, 1997 and ending on September 30, 1998, the
lesser of the rate in effect for the second month preceding the first day of the
month in which the Annuity Starting Date occurs (resulting in a one month
stability period) or the rate in effect for August, 1997, whichever results in
the larger distribution, and (b) for periods commencing on and after October 1,
1998, for the August preceding the first day of the Plan Year in which the
Annuity Starting Date occurs (resulting in a one year stability period).
Section 1.2C Applicable Mortality Table
Applicable Mortality Table means the mortality table based on the prevailing
commissioners' standard table (described in section 807(d)(5)(A) of the Code)
used to determine reserves for group annuity contracts issued on the date as of
which present value is determined (without regard to any other subparagraph of
section 807(d)(5) of the Code), that is prescribed by the Commissioner of the
Internal Revenue Service in revenue rulings, notices, or other guidance,
published in the Internal Revenue Bulletin.
Section 1.3 Average Annual Earnings
Average Annual Earnings means the average of an Employee's five (5) highest
consecutive Annual Earnings during the ten (10) completed calendar years ending
prior to or coincident with the date on which the Employee reaches his Normal
Retirement Date or otherwise terminates his service, if earlier. If an Employee
has less than five (5) years of Annual Earnings, Average Annual Earnings shall
be the average of all his Annual Earnings.
Section 1.4 Beneficiary
Beneficiary means any person (including a trust) designated by the Participant
as provided in Article VIII to receive benefits as a result of a Participant's
death.
Section 1.5 Board of Directors
Board of Directors means the Board of Directors of Ralston Purina Company.
Section 1.5A Cash Balance Account
Cash Balance Account means the notional account established for each Employee
who is eligible to become a Participant in such an Account in accordance with
the terms of Article II.
Section 1.5B Cash Balance Benefit
Cash Balance Benefit means the benefit payable from the Plan which is based on
the Cash Balance Account.
Section 1.6 Code
Code means the Internal Revenue Code of 1986, as amended, or any successor
statute thereto.
Section 1.7 Commonly Controlled Entity
Commonly Controlled Entity shall mean (a any corporation which is a member of
the same controlled group of corporations within the meaning of Code Section
414(b) as Ralston Purina Company, (b) any trade or business (whether or not
incorporated) which is under common control with Ralston Purina Company within
the meaning of Code Section 414(c), and (c) any organization which is a member
of an affiliated service group [within the meaning of Code Section 414(m)] of
which a Company is also a member, and (d) any entity which is required to be
aggregated under Code Section 414(o).
Section 1.8 Company
Company means Ralston Purina Company, a Missouri Corporation, or any Affiliated
Company.
Section 1.9 Credited Service
Credited Service means an Employee's entire Period of Service after December 31,
1975, including any Leave of Absence described in Section 1.9K, Family Medical
Leave described in Section 1.9L, or Military Absence described in Section 1.9M,
computed in full years and completed months. Credited Service shall include
certain Periods of Severance, as described in Section 1.9G, under the Service
Spanning rules as described in Section 1.9I, and certain prior Periods of
Service under the Re-employment rules, as described in Section 1.9J. Credited
Service shall also include an Employee's Continuous Service earned under the
terms of the Purina Administrative Plan or Purina Production Plan in effect on
December 31, 1975, or any successor Plan.
Section 1.9A Employment Commencement Date
Employment Commencement Date means the date on which the Employee first performs
an Hour of Service for the Company.
Section 1.9B Adjusted Employment Commencement Date
Adjusted Employment Commencement Date means an Employee's Employment
Commencement Date, recalculated to reflect noncreditable Periods of Severance.
Section 1.9C Re-employment Commencement Date
Re-employment Commencement Date means the date an Employee first performs an
Hour of Service following a Period of Severance.
Section 1.9D Hour of Service
Hour of Service means:
(a) each hour for which an Employee is paid, or is entitled to payment, for
the performance of duties for the Company or an Affiliated Company; or
(b) each hour for which an Employee is paid, or entitled to payment, by the
Company or an Affiliated Company during a period in which no duties are
performed (irrespective of whether the employment relationship has been
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, Leave of Absence described in Section 1.9K,
Family Medical Leave described in Section 1.9L, Military Absence as described in
Section 1.9M, and similar pay periods.
Section 1.9E Period of Service
Period of Service means the period of service commencing on the Employee's
Employment Commencement Date, Adjusted Employment Commencement Date or
Re-employment Commencement Date, whichever is applicable, and ending on his
Severance from Service Date. Period of Service shall include periods of
Permanent and Total Disability to the extent provided in Article X. For
purposes of Article II and Article IV, a Period of Service shall include (1)
service with Gates Energy Products, Inc. for all employees who were employed by
Gates Energy Products, Inc. as of August 28, 1993 who became Employees of
Eveready Battery Company, Inc. on such date, except those Employees employed by
Energizer Power Systems division of Eveready Battery Company; and (2) service
with Interstate Brands Corporation for all employees who were employed by
Interstate Brands Corporation as of January 24, 1994, at their Los Angeles
bakery location, who became Employees of Continental Baking Company on such
date. A Period of Service shall not include service with the Company or any
Affiliated Company as a Temporary Employee, a Leased Employee, or while retained
by the Company or any Affiliated Company to perform services for the Company or
any Affiliated Company (for either a definite or indefinite duration) and is
characterized thereby as a fee-for-service worker or independent contractor or
in a similar capacity (rather than in the capacity of an employee), regardless
of such individual's status under common law, including, without limitation, any
such individual who is or has been determined by a third party, including,
without limitation, a government agency or board or court or arbitrator, to be
an employee of the Company or any Affiliated Company for any purpose,
including, without limitation, for purposes of any employee benefit plan of the
Company or any Affiliated Company (including this Plan) or for purposes of
federal, state or local tax withholding, employment tax or employment law.
Except as provided in Article II and Section 4.2 regarding Service for
eligibility and vesting purposes only, a Period of Service shall not include
service with the Golden Cat Company.
Section 1.9F Severance from Service Date
Severance from Service Date shall occur on the earlier of:
(a) the date on which an Employee quits, retires, is discharged or dies; or
(b) the first anniversary of the first date of a period in which an Employee
is absent from service (with or without pay) with the Company or an Affiliated
Company for any reason other than a quit, retirement, discharge or death, such
as vacation, holiday, sickness, Leave of Absence (unless such Leave is
authorized to extend beyond one (1) year) or is a Family Medical Leave described
in Section 1.9M, Military Absence (unless the Participant complies with Section
1.9M) or layoff.
Section 1.9G Period of Severance
Period of Severance means the period of time commencing on an Employee's
Severance from Service Date and ending on his Re-employment Commencement Date.
Section 1.9H Maternity or Paternity Absence
Maternity or Paternity Absence means an absence of an Employee from work by
reason of:
(a) the pregnancy of the Employee,
(b) the birth of a child of the Employee,
(c) the placement of a child with the Employee in connection with the
adoption of such child by such Employee, or
(d) the care of such child for a period beginning immediately following
such birth or placement.
Section 1.9I Service Spanning.
An Employee's Period of Service shall include the following Periods of
Severance:
(a) If an Employee severs from service by reason of a quit, discharge
or retirement and then performs an Hour of Service within twelve (12) months of
the Severance from Service Date, the Plan shall take into account the Period of
Severance;
(b) if an Employee severs from service by reason of a quit, discharge
or retirement during an absence from service of twelve (12) months or less for
any reason other than a quit, discharge, or retirement and then performs an Hour
of Service within twelve (12) months of the date on which the Employee was first
absent from service, the Plan shall take into account the Period of Severance.
Section 1.9J Re-employment.
(a) Upon re-employment an Employee's Credited Service shall include
prior Periods of Service only if either:
(i) the Employee had any vested interest in Plan benefits pursuant to
Article IV; or
(ii) the Employee did not have any vested interest pursuant to said Article,
but his Period of Severance did not exceed the greater of:
(A) his prior Periods of Service (determined without including service not
required to be credited by reason of any prior break), whether or not
consecutive, completed before his Period of Severance, or
(B) five (5) years
and, if his Period of Severance commenced before January 1, 1985, his Period of
Severance as of December 31, 1984 did not exceed his prior Periods of Service.
(b) If an Employee who severed service before January 1, 1976 is
re-employed, his Credited Service shall include prior Continuous Service if:
(i) he meets either the requirements of paragraph (a) above or the
requirements of subsection 1.9I, whichever is applicable, and
(ii) he completes ten (10) years of uninterrupted Credited Service after his
re-employment.
(c) If an Employee who was a non-vested employee of Continental Baking
Company severed service and is re-employed prior to January 1, 1986, he shall
have his prior service with Continental Baking Company reinstated for purposes
of this Plan if he completed a Period of Service subsequent to his re-employment
which equals the lesser of ten (10) years or his Period of Severance.
Section 1.9K Leave of Absence
Leave of Absence means any absence from work which shall have been approved by
the Company or an Affiliated Company under uniform rules and regulations. A
Leave of Absence which extends beyond one (1) year shall be approved by the Plan
Administrator. Leave of Absence shall include a period of layoff which does not
exceed one (1) year.
Section 1.9L Family Medical Leave.
If an Employee is absent from the service of the Company or an Affiliated
Company because of a leave of absence, which qualifies as a leave under the
Family Medical Leave Act, such absence shall be included in the Employee's
Period of Service.
Section 1.9M Military Absence
Military Absence means an absence for any period of military service with the
Armed Forces of the United States to the extent required to be taken into
account under federal law, provided that the Employee returns to work with the
Company or an Affiliated Company within the period during which re-employment is
required under federal law.
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits, and credited service with respect to qualified military service will
be provided in accordance with Code Section 414(u).
Section 1.10 Deferred Retirement Date
Deferred Retirement Date means the date upon which a Participant who has
remained in the employ of the Company or an Affiliated Company after his Normal
Retirement Date actually retires.
Section 1.11 Early Retirement Date
Early Retirement Date means the first day of the month nearest the date on which
a Participant both attains age fifty-five (55) and completes two (2) years of
Credited Service or the first day of any month thereafter on which such
Participant elects to retire prior to his Normal Retirement Date. If an
Employee's birthday is equally near the first days of two months, than the Early
Retirement Date of such Employee shall be the first day of the month in which
such birthday occurs.
Section 1.12 Employee
Employee means a person who is employed by the Company or any Affiliated Company
which, with the approval of Ralston Purina Company, elects to adopt this Plan;
or a U.S. citizen or resident alien employed by a Foreign Affiliate and covered
under an agreement entered into by the Company or any of the Affiliated
Companies with the Internal Revenue Service under Title II of the Social
Security Act, but provided that contributions under a funded plan of deferred
compensation are not made by any other employer with respect to the remuneration
paid to such citizen. Notwithstanding the foregoing, the term "Employee" shall
exclude a person classified by the Company or an Affiliated Company as a
Temporary Employee, a Leased Employee, or who is retained by the Company or any
Affiliated Company to perform services for the Company or any Affiliated Company
(for either a definite or indefinite duration) and is characterized thereby as a
fee-for-service worker or independent contractor or in a similar capacity
(rather than in the capacity of an employee), regardless of such individual's
status under common law, including, without limitation, any such individual who
is or has been determined by a third party, including, without limitation, a
government agency or board or court or arbitrator, to be an employee of the
Company or any Affiliated Company for any purpose, including, without
limitation, for purposes of any employee benefit plan of the Company or any
Affiliated Company (including this Plan) or for purposes of federal, state or
local tax withholding, employment tax or employment law
Section 1.12A Admin Employee
Admin Employee means an Employee who is classified by the Company as employed in
a sales, administrative, or clerical capacity, including officers.
Section 1.12B Production Employee
Production Employee means an Employee who is classified by the Company as
employed in a production employee capacity.
Section 1.13 ERISA
ERISA means the Employee Retirement Income Security Act of 1974, including all
amendments thereto.
Section 1.13A FAP Benefit
FAP Benefit means that portion of a Participant's Accrued Benefit derived from
the Plan provisions granting a Plan benefit based on a Participant's Average
Annual Earnings, as set forth in Section 5.1(a) of the Plan, and shall also
include the Supplemental FAP Benefit, as set forth in Section 5.1(d).
Section 1.14 Foreign Affiliate
Foreign Affiliate means a foreign entity in which any one of the domestic
Affiliated Companies has not less than a ten-percent (10%) interest. An
Affiliated Company has a ten-percent (10%) interest in any entity if such
company has such an interest directly (or through one or more entities), (i) in
the case of a corporation, in the voting stock thereof, and (ii) in the case of
any other entity, in the profits thereof.
Section 1.15 Investment Manager
Investment Manager means any entity designated by a named fiduciary which
qualifies as an Investment Manager as that term is defined by ERISA, Title I,
Section 3(38), which acknowledges in writing its status as a fiduciary with
respect to the Plan, and which has the power to manage, acquire or dispose of
any Plan asset.
Section 1.16 Leased Employee
Leased Employee shall mean a person who provides services to the Company or an
Affiliated Company and is considered a "leased employee" under Code Section
414(n)(2).
Section 1.17 Normal Form
Normal Form means the Normal Retirement Benefit with sixty (60) monthly payments
guaranteed as further described in Section 7.1.
Section 1.18 Normal Retirement Date
Normal Retirement Date means the first day of the month nearest an Employee's
sixty-fifth (65th) birthday. If a particular Employee's birthday is equally
near the first days of two calendar months, then the Normal Retirement Date of
such Employee shall be the first day of the month in which such birthday occurs.
Section 1.19 Participant
Participant means an Employee who participates in this Plan in accordance with
Article II hereof. As the context requires, the term Participant shall also
include Beneficiaries receiving benefits under the Plan, and any other persons
entitled to benefits under the Plan.
Section 1.19A Pension Benefit
Pension Benefit means the FAP Benefit or Pension Equity Benefit, as elected by a
Participant or as provided under the terms of this Plan.
Section 1.19B Pension Equity Benefit
Pension Equity Benefit means the benefit provided under the Plan calculated
under the formula set forth in Section 5.1(b), as expressed as a single sum.
Section 1.19C Periodic Interest Rate
Periodic Interest Rate means, for every Plan Year, the monthly average yield on
Treasury Constant Maturities, 30-year, as published in the Federal Reserve
Statistical Release H.15(519) of the Board of Governors of the Federal Reserve
System for the August of the prior Plan Year.
Section 1.20 Plan
Plan means the Ralston Purina Company Retirement Plan as herein set forth, and
as amended from time to time.
Section 1.21 Plan Administrator
Plan Administrator means Ralston Purina Company.
Section 1.22 Plan Year
Plan Year means any twelve (12) month period beginning on any October 1 and
ending on the following September 30 for all years beginning on or after October
1, 1990. For the Plan Year beginning immediately prior to October 1, 1990, the
Plan Year means the short year beginning January 1, 1990 and ending September
30, 1990. For Plan Years beginning prior to January 1, 1990, the Plan Year
means any twelve (12) month period beginning on any January 1 and ending on the
following December 31.
Section 1.23 Predecessor Plan
Predecessor Plan means the Purina Retirement Plan for Sales, Administrative and
Clerical Employees, as in effect from time to time.
Section 1.23A Rehired Participant
Rehired Participant means any Participant who has terminated employment with the
Company and all Affiliated Companies, but is rehired and is entitled to
restoration of past Credited Service.
Section 1.24 Retiree
Retiree means a Participant who has retired under the terms of the Plan before
January 1, 1999.
Section 1.25 Social Security Benefit
Social Security Benefit means the Social Security Primary Insurance Amount
payable to a Participant at Social Security Retirement Age under Title II of the
Social Security Act as in effect on the date of his retirement or on his
Severance from Service Date, whichever is applicable computed in accordance with
the following:
(a) A Participant's Social Security Benefit shall be calculated using
such Participant's actual earnings history for the period before his date of
hire if the Participant provides such earnings history to the Plan Administrator
within 180 days after his retirement or separation.
(b) If a Participant fails to provide his actual earnings history, his
Social Security Benefit shall be calculated using an estimated earnings history
determined as follows:
(i) For the period before the first full calendar year of Form W-2 earnings
on file with an Affiliated Company, Social Security earnings shall be estimated
based on the assumption that the Participant has been continuously covered under
the Social Security Act since the later of 1951 or his twenty-first birthday and
that his Form W-2 earnings for the calendar year preceding such first full
calendar year of Form W-2 earnings shall be equal to such first Form W-2
earnings divided by 1.06. Earnings for each preceding year shall be equal to
the estimated earnings for the next subsequent year divided by 1.06.
(c) If a Participant is eligible for Early Retirement on his Severance
from Service Date, he shall be assumed to have no earnings in or after the year
of his termination to age sixty-two (62), and it shall be further assumed that
Social Security benefits will commence at age sixty-two (62). For a Participant
eligible for Early Retirement who terminates after age sixty-two (62), it shall
be assumed that Social Security benefits commence on the date of his
termination.
(d) If a Participant is vested but not eligible for Early Retirement at
his Severance from Service Date, he shall be assumed to have estimated earnings
equal to those received in the calendar year preceding his termination for each
year until his Normal Retirement Date. This assumption shall also apply to the
computation of the Survivor Benefit under Section 8.4.
Section 1.25A Social Security Covered Compensation
Social Security Covered Compensation means the average of the Social Security
Maximum Taxable Wage Bases in effect under Section 230 of the Social Security
Act for each year in the 35 consecutive calendar year period ending with the
earlier of (a) the Participant's Severance from Service Date or (b) any year in
which the Accrued Benefit is determined.
Section 1.26 Social Security Offset
Social Security Offset means an amount equal to one-half (1/2) of the
Participant's Social Security Benefit multiplied by a fraction (not to exceed
one) in which the numerator is the Participant's actual Credited Service, and
the denominator is the greater of the Participant's projected Credited Service
at his Normal Retirement Date or thirty (30) years.
Section 1.27 Social Security Retirement Age
Social Security Retirement Age means the age used as the retirement age for the
Participant under Section 216(l) of the Social Security Act, except that such
section shall be applied without regard to the age increase factor, and as if
the early retirement age under Section 216(l)(2) of such Act were sixty-two
(62).
Section 1.27A Spouse
Spouse means the person to whom the Participant is married under local law on
the date specified in the Plan document.
Section 1.28 Temporary Employee
Temporary Employee means an employee of the Company or an Affiliated Company
hired (a) for a specific project of limited duration, or (b) to fill the vacancy
of an Employee who is on a leave of absence.
Section 1.29 Trustee or Trustees
Trustee or Trustees means any corporation, person or persons who may be
designated by the Board of Directors from time to time to hold, invest,
reinvest, and disburse certain funds of this Plan, in accordance with the terms
of a trust agreement or agreement established for the purposes of this Plan.
Section 1.30 Year of Credited Service
Year of Credited Service means any aggregated 12 months of Credited Service.
ARTICLE II - Participation
Section 2.1 Prior Participants
Any Employee who was a Participant in the Plan on December 31, 1998 shall
continue to be a Participant.
Section 2.2 Enrollment
Any other Employee shall be enrolled in the Plan on the first day of the month
commencing with or next following the date he completes one (1) Year of Credited
Service, and upon the completion of one (1) Year of Credited Service, such
Employee shall become a Participant. Notwithstanding the foregoing, Employees
as of August 28, 1993 of Energizer Power Systems, a division of Eveready Battery
Company, Inc., are not eligible to participate in the Plan.
A Cash Balance Account with zero value shall be established as of the first of
the calendar month coincident with or next following the date of hire for any
Employee eligible to become a Participant after taking into account Section 2.4
hereof, however, such Employee shall not become a Participant until the first
day of the month commencing with or next following the date he completes one (1)
Year of Credited Service.
Section 2.3 Re-employment -- Service Credit
A re-employed Participant who has prior Credited Service restored under Section
1.9J shall again become a Participant in the Plan on his Re-employment
Commencement Date.
Section 2.3A Re-employment -- Eligibility for Pension Benefit Provisions
A Participant who became a Vested Terminated Participant or Disabled Participant
prior to January 1, 1999 or who elected the Pension Equity Benefit as a Pension
Benefit as of January 1, 1999 and who has a Re-employment Commencement Date on
or after January 1, 1999 shall have his Pension Benefit determined as a Pension
Equity Benefit and shall be a Participant in the Cash Balance Benefit from the
Re-employment Commencement Date. A Pension Equity Benefit shall be established
for such a Participant based upon Average Annual Earnings as of the date of
termination and all Credited Service.
A Participant who became a Retiree prior to January 1, 1999 or who elected the
FAP Benefit as a Pension Benefit as of January 1, 1999 and who has a
Re-employment Commencement Date on or after January 1, 1999 will continue to
accrue a Pension Benefit under the FAP Benefit provisions of the Plan.
Any Participant who first becomes a Participant on or after January 1, 1999 and
who has a Re-employment Commencement Date thereafter shall have his entire
Pension Benefit determined as a Pension Equity Benefit and shall be a
Participant in the Cash Balance Benefit from the Re-employment Commencement
Date.
Section 2.3B Re-employment -- Calculation of Accrued Benefit and Suspension
of Benefit Payments
Any Rehired Participant shall have annuity payments from the Plan suspended upon
his Re-employment Commencement Date, and the provisions of Section 6.2A shall
apply. Notwithstanding anything in the Plan to the contrary, the value of all
prior distributions from the Plan shall reduce the Actuarial Equivalent value of
the Accrued Benefit for a Rehired Participant, and any of his FAP Benefit,
Pension Equity Benefit, and any Cash Balance Benefit under the Plan, according
to the source of the prior distribution.
In the calculation of the Accrued Benefit attributable to the Pension Benefit
for a Rehired Participant, all Credited Service shall be taken into account, and
all Periods of Service shall be taken into account in determining Average Annual
Earnings, subject at any future Annuity Starting Date to the offset described in
this Section 2.3B.
In the calculation of the Accrued Benefit attributable to the Cash Balance
Benefit for a Rehired Participant, the Cash Balance Account of such Rehired
Participant shall be restored, adjusted according to the Periodic Interest Rate
from any Annuity Starting Date, subject at any future Annuity Starting Date to
the offset described in this Section 2.3B.
Section 2.4 Employees Covered by a Collectively Bargained Plan
Except as provided by Appendix B on and after October 1, 1996, no Employee who
is covered by a collective bargaining agreement between the Company or an
Affiliated Company and any labor organization which requires the Company or an
Affiliated Company to contribute to a pension fund, or plan providing retirement
benefits other than those provided by this Plan, shall be eligible to become or
remain a Participant hereunder. If an Employee ceases to be a Participant
because of the provisions of this Section 2.4, his rights to the payment of
benefits credited to him as a Participant under this Plan shall be determined by
the terms of the collective bargaining agreement.
Section 2.5 Employees Covered by Merged Plans
Any Employee who was a participant in a plan qualified under Code Section 401(a)
which is merged with this Plan shall become a Participant in this Plan as of the
date of such merger, in accordance with the terms of this Plan as amended to
account for such merger. Except as may be provided in Appendix B hereto, any
other Employee eligible to become a participant in such merged plan but not such
a participant as of the merger date shall become a Participant in this Plan in
accordance with Section 2.2 computing Credited Service from his Employment
Commencement Date with the sponsor of the merged plan as defined in said
sponsor's plan.
Section 2.6 Participation in Pension Equity Benefit
Any Participant who is also an Admin Employee on December 31, 1998 may
irrevocably elect, effective January 1, 1999, to receive his Pension Benefit
calculated in accordance with Section 5.1(a) (the FAP Benefit) or in accordance
with Section 5.1(b) (the Pension Equity Benefit). Such election shall be made
in accordance with the forms and procedures prescribed by the Company. Such
election shall not be available to Production Employees.
Any Admin Employee who first becomes a Participant on or after January 1, 1999
shall be eligible to receive a Pension Equity Benefit and ineligible to receive
a FAP Benefit, and his Pension Benefit shall be calculated exclusively under the
Pension Equity Benefit provisions of the Plan.
A Participant who is an Admin Employee on December 31, 1998 and who fails to
make an election within the period required by the Plan Administrator to receive
his Pension Benefit either in the form of a FAP Benefit or Pension Equity
Benefit shall be deemed to have irrevocably elected to continue to receive such
Pension Benefit in the form of a FAP Benefit.
The election by a Participant who is on a Leave of Absence on December 31, 1998
to receive his Pension Benefit in the form of a Pension Equity Benefit shall not
be effective until the date such Participant returns to active employment as an
Admin Employee, as determined by the Plan Administrator.
Section 2.7 Participation in Cash Balance Benefit
Any Employee who is also a Participant on January 1, 1999 and any Employee who
becomes a Participant on or after January 1, 1999 shall be eligible to receive a
Cash Balance Benefit.
ARTICLE III - Contributions
Section 3.1 Employee Contributions
Subsequent to December 31, 1972, no contributions are required from any
Participant. No voluntary or rollover contributions shall be permitted.
Existing employee contribution account balances, if any, shall continue to be
separately accounted for and be nonforfeitable. For the period before January
1, 1976, interest at the rate specified in the Predecessor Plan shall be
credited. For the period commencing January 1, 1976 and ending December 31,
1987, interest at the rate of five percent (5%) compounded annually shall be
credited. For the period commencing January 1, 1988, interest at the rate of
one hundred twenty percent (120%) of the Federal mid-term rate (as in effect
under Section 1274 of the Code for the first month of the year) compounded
annually shall be credited. The rights of a Participant to the benefit derived
from his employee contributions shall be governed by the applicable sections of
this Plan.
Section 3.2 Affiliated Company Contributions
Each Affiliated Company participating in this Plan shall make the contributions
required by this Plan with respect to the Employees of such Affiliated Company.
Such payments shall be made by the appropriate Affiliated Company to the
Trustees or to any insurance company in such amounts and at such times as may be
determined by agreement between the Plan Administrator or its delegatee and the
Trustees or any insurance company. Such payments to any Trustee or insurance
company shall be made in such aggregate amount as the Affiliated Company shall
consider necessary on the basis of actuarial calculations to carry out the
purposes of this Plan.
ARTICLE IV - Vesting
Section 4.1 Vesting
(a) A Participant shall be fully vested in his FAP Benefit or Pension Equity
Benefit upon the earlier of:
(i) attainment of an Early Retirement Date while employed with the Company
or an Affiliated Company; or
(ii) Completion of five (5) Years of Credited Service; or
(iii) attainment of age sixty-five (65) while employed with the Company or
an Affiliated Company.
Accumulated employee contributions, including interest credited on
such contributions, shall be fully vested at all times and in all events.
(b) A Participant's vested interest in his Cash Balance Account shall be
determined by his Years of Credited Service in accordance with the following
schedule:
Years of Credited Service Vested Percentage
---------------------------- ------------------
fewer than 1 0%
at least 1 but fewer than 2 25%
at least 2 but fewer than 3 50%
at least 3 but fewer than 4 75%
4 or more 100%
Notwithstanding the foregoing, the Cash Balance Account of a Participant
shall be 100% vested and nonforfeitable upon Permanent and Total Disability,
Plan termination, or such Participant's death or attainment of his Normal
Retirement Date while still employed by the Company or an Affiliated Company.
Section 4.2 Years of Credited Service for Vesting
Notwithstanding the foregoing, Credited Service for vesting shall include the
number of whole Years of Credited Service earned by a Participant. All Years of
Credited Service shall be counted except:
(a) years relating to any period in which the Plan or the Predecessor
Plan was not maintained by the Company or any Affiliated Company, except
provided in Article XII, and
(b) years before January 1, 1976, if such years were disregarded under
the terms and conditions of the Plan or Predecessor Plan in effect at that time,
except as otherwise provided in Section 1.9 with regard to bridging of prior
Continuous Service.
Notwithstanding the provisions of Section 1.9 regarding Periods of Service,
Credited Service for vesting shall include the Years of Credited Service earned
by a Participant since the date of hire by the Golden Cat Company.
ARTICLE V - Amount Of Benefit
Section 5.1 Normal Retirement Benefit
The Normal Retirement Benefit of a Participant is a monthly annuity for the life
of the Participant which is the sum of the (a) the FAP Benefit or the Actuarial
Equivalent of the Pension Equity Benefit, as applicable to a Participant, and
(b) the Actuarial Equivalent of the Cash Balance Account as of the Annuity
Starting Date.
(a) FAP Benefit
(i) The FAP Benefit calculated in accordance with this Section 5.1(a) shall
be an annual benefit equal to one and one-half percent (1-1/2%) of Average
Annual Earnings multiplied by Credited Service up to forty (40) years reduced by
the Social Security Offset. If such Participant is an Eligible Participant as
defined in 5.1(d) below, his FAP Benefit shall also include his Supplemental FAP
Benefit, as determined in 5.1(d) below.
(ii) Such Participant's Normal Retirement Benefit shall not be less than an
annual benefit equal to one and one-quarter percent (1-1/4%) of Average Annual
Earnings not in excess of fifteen thousand dollars ($15,000) multiplied by his
Credited Service up to forty (40) years.
(b) Pension Equity Benefit.
For any eligible Participant, the Pension Equity Benefit is, the sum of the
amounts determined below at the date of termination of employment with the
Company, providing for an allocation in respect of each Year of Credited Service
according to the chart set forth below, but applying all such percentages to the
Average Annual Earnings at the date of such termination of employment:
Percentage of Average Annual Earnings Additional Percentage of
Average Annual Earnings
In Excess Of
Social Security
Covered Compensation
----------------------
Each of the first 5 years of Credited Service 4.0% 3.5%
Next 5 Years of Credited Service 5.0% 3.5%
Next 5 Years of Credited Service 6.5% 3.5%
Next 5 Years of Credited Service 8.0% 3.5%
All Subsequent Years of Credited Service 10.0% 3.5%
Fractional Years of Credited Service shall be recognized by supplying an amount
equal to (a) the months of Credited Service divided by 12, times (b) each of the
applicable percentages in the above table, relating to the fractional Years of
Credited Service being included in the determination of the Accrued Benefit.
The value of the Pension Equity Benefit shall increase at an annual rate of 3%
from the date of termination of employment until the Annuity Starting Date.
If such Participant is an Eligible Participant as defined in 5.1(e) below, his
Pension Equity Benefit shall also include his Supplemental Pension Equity
Benefit, as determined in 5.1(e) below.
(c) Minimum Accrued Benefit. Notwithstanding subparagraphs (a) and (b), the
Accrued Benefit of a Participant who was an Employee on December 31, 1998,
derived from a Participant's FAP Benefit or Pension Equity Benefit shall not be
less than the Accrued Benefit determined as if such Participant had terminated
employment as of December 31, 1998, based on the provisions of the Plan in
effect for such Participant on such date.
(d) Supplemental FAP Benefit. An Eligible Participant's Supplemental FAP
Benefit, payable as of the Eligible Participant's Normal Retirement Date, shall
be an annuity benefit equal to the product of (i), (ii), and (iii), where:
(i) is the Eligible Participant's Average Annual Earnings;
(ii) is the Eligible Participant's Credited Service measured since the
Eligible Participant's Supplement Eligibility Date; and
(iii) is the Eligible Participant's Supplement Percentage.
Solely for purposes of this Section 5.1(d), "Eligible Participant" means those
Employees who participate in the Company's Supplemental Executive Retirement
Plan.
For purposes of this Section 5.1(d), "Supplement Eligibility Date" means:
(i) October 1, 1994 for an Employee who was an Eligible Participant as of
October 1, 1994;
or
(ii) The October 1 coincident with or following the date upon which an
Employee becomes an Eligible Participant after October 1, 1994.
For purposes of this Section 5.1(d), "Supplement Percentage" means a percentage
developed as the quotient of (I)/(II), where:
(I) is the excess of (i) the Eligible Participant's projected retirement
benefit without regard to the limits on Annual Earnings imposed by Code Section
401(a)(17) assuming the Eligible Participant's Early Retirement Date is age
sixty-two (62), over (ii) the Eligible Participant's projected Normal Retirement
Benefit assuming the Eligible Participant's Early Retirement Date is the first
day of the month nearest the date on which the Eligible Participant both attains
age sixty-two (62), and completes two (2) years of Credited Service. For
purposes of this projection, the Eligible Participant's Annual Earnings shall be
assumed to increase at a rate of five and one-half percent (5.5%) per year from
his level of Annual Earnings as of his Supplement Eligibility Date and the
limits on Annual Earnings imposed by Code Section 401(a)(17) shall be assumed to
increase after the Supplement Eligibility Date at an underlying rate of five
percent (5.0%) per year.
and
(II) is the product of (i) the Eligible Participant's Average Annual
Earnings projected to his age sixty-two (62) under the above assumptions and
limited by the provisions of the Code Section 401(a)(17), as projected to age
sixty-two (62) under the above assumptions, and (ii) the Eligible Participant's
projected Credited Service measured as the Period of Service beginning on his
Supplement Eligibility Date and ending on the Eligible Participant's Early
Retirement Date.
(e) Supplemental PEP Benefit. An Eligible Participant shall also receive a
Supplemental Pension Equity Benefit which is equal to the product of (i), (ii)
and (iii) determined below for each full year of Credited Service, completed by
such Participant.
(i) is the Eligible Participant's Average Annual Earnings;
(ii) is the Eligible Participant's Credited Service measured since the
Eligible Participant's Supplement Eligibility Date; and
(iii) is the Eligible Participant's Supplemental PEP Percentage.
Solely for purposes of this Section 5.1(e), "Eligible Participant" means those
Employees who participate in the Company's Supplemental Executive Retirement
Plan and who have elected the Pension Equity Benefit.
For purposes of this Section 5.1(e), "Supplement Eligibility Date" means:
(i) October 1, 1994 for an Employee who was an Eligible Participant as of
October 1, 1994;
or
(ii) The October 1 coincident with or following the date upon which an
Employee becomes an Eligible Participant after October 1, 1994.
For purposes of this Section 5.1(e), "Supplemental PEP Percentage" means a
percentage developed as the lesser of 10% and the quotient of (I)/(II), where:
(I) is the excess of (i) the Eligible Participant's projected Pension Equity
Benefit without regard to the limits on Annual Earnings imposed by Code Section
401(a)(17) assuming the Eligible Participant's Early Retirement Date is age
sixty-two (62), over (ii) the Eligible Participant's projected Pension Equity
Benefit assuming the Eligible Participant's Early Retirement Date is the first
day of the month nearest the date on which the Eligible Participant both attains
age sixty-two (62), and completes two (2) years of Credited Service. For
purposes of this projection, the Eligible Participant's Annual Earnings shall be
assumed to increase at a rate of five and one-half percent (5.5%) per year from
his level of Annual Earnings as of his Supplement Eligibility Date, the limits
on Annual Earnings imposed by Code Section 401(a)(17) shall be assumed to
increase after the Supplement Eligibility Date at an underlying rate of five
percent (5.0%) per year and the Social Security Maximum Taxable Wage Bases,
which serve as a basis for the Social Security Covered Compensation increases at
a rate of 4.5% per annum from the Social Security Maximum Taxable Wage Base in
effect on the Supplement Eligibility Date.
and
(II) is the product of (i) the Eligible Participant's Average Annual
Earnings projected to his age sixty-two (62) under the above assumptions and
limited by the provisions of the Code Section 401(a)(17), as projected to age
sixty-two (62) under the above assumptions, and (ii) the Eligible Participant's
projected Credited Service measured as the Period of Service beginning on his
Supplement Eligibility Date and ending on the Eligible Participant's Early
Retirement Date.
(f) Cash Balance Account. The Normal Retirement Benefit of a Participant who
is an Employee on or after January 1, 1999, shall include the Actuarial
Equivalent of his Cash Balance Account. A Participant's Cash Balance Account
shall equal the sum of hypothetical allocations or "regular credits" and
hypothetical earnings or "interest credits" allocated to the Participant's Cash
Balance Account as determined below:
(i) Regular Credits. A Participant's Cash Balance Account shall be
credited at the end of each payroll period with an amount equal to one hundred
seventy-five percent (175%) of the Participant's after-tax Supplemental
Contributions for such payroll periods to the Company's Restated Savings
Investment Plan (the "SIP"), a plan and trust qualified under Code Section
401(a), or any successor plan thereto, in accordance with Section 4.04 of the
SIP; provided, however, that such Regular Credit shall not exceed 5.25 percent
of the compensation (as defined in the SIP) for such payroll period that is
eligible for after-tax Supplemental Contributions.
(ii) Interest Credits. As of the last day of each calendar month beginning
after the later of December 31, 1998 or the establishment of the Account, and
ending prior to the Annuity Starting Date of a Participant on whose behalf an
Account is maintained, the Account, valued as of the beginning of each such
calendar month, of each such Participant shall be credited with an amount
calculated using an annual rate of interest equal to the Periodic Interest Rate,
as adjusted for monthly allocations. Furthermore, in the calendar year of the
Participant's Annuity Starting Date, Interest Credits shall be made as of the
Participant's Annuity Starting Date to reflect Interest Credits through that
date.
Section 5.2 Compliance With Code Section 401(a)(17)
Unless otherwise provided under the Plan, the benefit accrued under this Plan
for each "Section 401(a)(17) Employee" (as hereinafter defined) shall be the
greater of the accrued benefit determined for the Employee under (a) or (b)
below:
(a) the Employee's accrued benefit determined with respect to the benefit
formula applicable for the Plan Year beginning October 1, 1994, as applied to
the Employee's total years of Credited Service, or
(b) the sum of:
(i) the Employee's accrued benefit as of the last day of the Plan Year
beginning October 1, 1993, frozen in accordance with Treasury Regulation Section
1.401(a)(4)-13, and
(ii) the Employee's accrued benefit determined under the benefit formula
applicable for the Plan Year beginning October 1, 1994, as applied to the
Employee's years of Credited Service credited to the Employee for Plan years
beginning October 1, 1994.
For purposes of this Section 5.2, a "Section 401(a)(17) Employee"
means an Employee whose current accrued benefit as of October 1, 1994 is based
on Compensation for the Plan Year beginning October 1, 1993, that exceeded one
hundred fifty thousand dollars ($150,000).
Section 5.3 Intentionally Omitted
Section 5.4 Prior Service Guarantees
For Participants who were Participants in the Predecessor Plan on December 31,
1972, the Normal Retirement Benefit shall be computed in accordance with the
special Prior Service Guarantees provided in Section 5.6 of the Plan in effect
on December 31, 1984.
Section 5.5 Offset for Retirement Payments Required by Foreign Law
The retirement benefit calculated in this Article V shall be further reduced by
the Actuarial Equivalent Value of any lump sum payment, retirement benefit, old
age pension, severance pay benefit or other similar benefit which is paid by or
is determined to be attributable to direct or indirect contributions by the
Company or an Affiliated Company or a domestic or Foreign Affiliate of the
Company or an Affiliated Company, to which the Participant or a Beneficiary is,
or shall become eligible to receive, whether the payment is required by law,
decree or ruling of any nation (or political subdivision or agency thereof) or
pursuant to any individual contract or collective bargaining agreement, or
participation in another retirement plan.
The determination of whether, and to what extent, such other benefits are
in duplication of the retirement benefits payable under this Plan shall be made
by the Plan Administrator or its delegatee which shall make any such
determination on the basis of uniform, consistent and nondiscriminatory rules.
Section 5.6 Maximum Limitation on a Participant's Retirement Benefit
(a) Defined Benefit Limitation. The annual Retirement Benefit payable
--------------------------
under all defined benefit plans maintained by the Company or any Affiliated
Company to a Participant in any Plan Year shall not exceed the lesser of:
(i) Ninety thousand dollars ($90,000), or such other amount as may be
required by Code Section 415(b)(1)(A) effective on the first day of the Plan
Year, or
(ii) One hundred percent (100%) of the Participant's highest average Annual
Earnings during any three consecutive years of participation in the Plan.
(b) Adjustment For Form of Benefit. If the Participant's annual Retirement
------------------------------
Benefit is not paid in the form of a single life annuity, a Qualified Joint and
Survivor Annuity or Option A (with the Participant's spouse designated as the
contingent annuitant and the percentage of the Participant's benefit to be
continued after his death not less than fifty (50) percent), such benefit shall
be adjusted so that it is the actuarial equivalent of a single life annuity.
Such actuarial adjustment shall use an interest rate of five percent (5%) or the
rate specified in Section 7.4, if greater.
(c) Adjustment For Early Distribution. If the retirement benefit of a
----------------------------------
Participant commences before the Participant's Social Security Retirement Age
but on or after age sixty-two (62), the dollar limitation shall be adjusted so
that it is the actuarial equivalent of an annual benefit of the amount required
by Code section 415(b)(1)(A) beginning at the Social Security Retirement Age.
The adjustment provided in the preceding sentence shall be made in such manner
as the Secretary of the Treasury may prescribe which is consistent with the
reduction for old-age insurance benefits commencing before the Social Security
Retirement Age under the Social Security Act.
If the retirement benefit of a Participant commences before the Participant's
Social Security Retirement Age and before age sixty-two (62), the dollar
limitation of (a)(1) shall be adjusted so that it is the actuarial equivalent of
an annual benefit that dollar amount beginning at the Social Security Retirement
Age. Such actuarial adjustment shall use an interest rate not less than the
greater of the interest rate specified in Section 7.4 or five percent (5%).
(d) Adjustment for Deferred Retirement. If the retirement benefit of a
----------------------------------
Participant commences after the Participant's Social Security Retirement Age,
the dollar limitation of paragraph (a)(1) above shall be adjusted so that it is
the actuarial equivalent of an annual benefit of the amount required by Code
section 415(b)(1)(A beginning at the Social Security Retirement Age. Such
actuarial adjustment shall use an interest rate not greater than the lesser of
five percent (5%) or the rate specified in Section 7.4.
(e) Adjustment for Years of Participation. If a Participant has
---------------------------------------
completed less than ten (10) years of participation, the dollar limitation of
paragraph (a)(1), as adjusted by paragraph (c) or (d) above, shall be reduced by
a fraction, the numerator of which is the Participant's number of years (or part
thereof) of participation in the plan, and the denominator of which is ten.
(f) Adjustment for Years of Credited Service. If a Participant has
----------------------------------------
completed less than ten (10) years of Credited Service, the compensation
limitation of (a)(2) above shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the Participant's number of years of
Credited Service (or part thereof), and the denominator of which is ten.
(g) Limitations on Reductions. In no event shall paragraphs (e) or (f)
-------------------------
reduce the limitations provided under paragraph (a) or Section 415(b)(4) of the
Code to an amount less than one-tenth of the applicable limitation [as
determined without regard to paragraph (e) or (f)].
(h) Structure. To the extent provided by the Secretary of the
---------
Treasury, the limitations of paragraphs (e) and (f) shall be applied separately
with respect to each change in the benefit structure of the plan.
(i) Protection of Current Accrued Benefit. If an individual was a
-------------------------------------
Participant on January 1, 1987 in one or more defined benefit plans maintained
by the Company or an Affiliated Company, which plan was in existence on May 6,
1986, and the sum of the annual benefits accrued by such Participant as of
December 31, 1986, disregarding any changes in the terms and conditions of the
Plan after May 5, 1986, exceeds the dollar limitation of sub-paragraph (a)(1) of
this Section as modified by paragraphs (a) through (f), then for purposes of
this Section 5.6(i) and Section 5.7 the dollar limitation of (a)(1) shall equal
the sum of such annual benefits.
Section 5.7 Maximum Benefit if Participant Covered Under Both the Plan and a
Defined Contribution Plan For Plan Years Beginning On Or Before December 31,
1999
(a) In the case of a Participant who also participates in a defined
contribution plan of the Company or the Affiliated Companies, the maximum
benefit to be accrued each Plan Year under the Plan shall be limited to an
amount determined as follows:
(i) First, there shall be computed under the Plan as of the close of each
Plan Year a fraction, the defined benefit fraction, in which the numerator is
the Participant's combined projected benefit at Normal Retirement Date for all
defined benefit plans maintained by the Company or an Affiliated Company, and
the denominator is the lesser of (A) the dollar limitation for the Plan Year in
5.6(a)(1)times 1.25 or (B) the compensation limit for the Plan Year in Section
5.6 (a)(2) times 1.4.
(ii) Second, there shall be computed under the defined contribution plan as
of the close of each Plan Year a fraction, the defined contribution fraction, in
which the numerator is the sum of all of the Annual Additions [as defined in
Section 5.7(b) below] to the Participant's account under all defined
contribution plans maintained by the Company or an Affiliated Company as of the
close of the Plan Year and the denominator is the sum of the Maximum Amount of
Annual Additions to the Participant's account as defined in (c) below which
could have been made for such Plan Year and all prior years of service.
(iii) Third, the fractions determined under (i) and (ii) shall be totalled
and if the resulting sum is more than 1.0, the Participant's accrued benefit
under the Plan for the Plan Year in question shall be limited to the amount
which will produce a fraction under (i) which when added to the fraction
determined under (ii) will not result in a sum in excess of 1.0.
(b) For purposes of the limitations contained in this Section 5.7, the
Annual Addition to the Participant's account under the defined contribution plan
for a Plan Year shall include to the extent applicable (1) Company or Affiliated
Company and employee contributions, including excess contributions as defined in
Section 401(k)(8)(B) of the Code, excess aggregate contributions as defined in
Section 401(m)(6)(B), and excess deferrals as defined in Section 402(g),
regardless of whether such amounts are distributed or forfeited, (2) forfeitures
for the Plan Year, and (3) amounts described in Sections 415(l)(1) and
419(A)(d)(2) of the Code. The Annual Addition for any Plan Year of a
Predecessor Plan beginning before January 1, 1987 shall not be recomputed to
treat all Employee Contributions as an Annual Addition.
(c) For purposes of the limitations contained in this Section 5.7(c),
the Maximum Amount of Annual Additions in any Plan Year shall be the lesser of
(1) the maximum dollar limit in effect under Code Section 415(c)(1)(A) for such
year times 1.25, or (2) the amount taken into account under Code Section
415(c)(1)(B) for that year times 1.4.
(d) If the defined benefit plans and defined contribution plans in
which a Participant participates were in existence on May 6, 1986, and satisfied
the applicable requirements of Section 415 of the Code as in effect for all Plan
Years beginning before January 1, 1987, an amount shall be subtracted from the
numerator of the defined contribution plan fraction (not exceeding such
numerator) as prescribed by the Secretary of the Treasury so that the sum of the
defined benefit plan fraction and defined contribution plan fraction computed
under Section 415(e)(1) of the Code does not exceed 1.0 for such Plan Year.
ARTICLE VI - Retirement Benefits
Section 6.1 Normal Retirement
A Participant shall be entitled to his full, unreduced Normal Retirement Benefit
upon attainment of his Normal Retirement Date payable in the Normal Form.
Section 6.2 Deferred Retirement
A Participant may defer his retirement to his Deferred Retirement Date. The
permission of the Company or Affiliated Company concerned, acting through or at
the direction of its Board of Directors is necessary in order to defer
retirement past attainment of age seventy (70). In those jurisdictions where
mandatory retirement is prohibited by law (including the United States), the
permission of the Company or the Affiliated Company is not required. The
retirement benefit payable upon actual retirement shall be the benefit computed
in accordance with the applicable provision of Article V on the basis of
aggregate Credited Service to the time of such actual retirement and actuarially
adjusted for any payments previously made; provided, however, that a Participant
who has not been credited with at least one Hour of Service with respect to a
Plan Year beginning after December 31, 1987 shall not be entitled to any
accruals of retirement benefits for employment past his Normal Retirement Date.
Section 6.2A Suspension of Benefits
Subject to any requirements of early commencement of retirement benefits of
Section 6.5 below, a Participant who defers his retirement shall not be entitled
to any benefits from this Plan for any month in which he has been credited with
at least one Hour of Service in at least eight (8) days.
If a Participant who had retired is rehired as an Employee (and not as a
Temporary Employee) by the Company or an Affiliated Company, such Participant's
monthly benefit shall be withheld for any month in which he is employed at least
eight (8) days. The retirement benefit payable upon subsequent retirement of
such Participant shall be the benefit computed in accordance with the applicable
provisions of Article V on the basis of aggregate Credited Service to the time
of any such subsequent retirement, and adjusted on an Actuarial Equivalent basis
for any payments previously made under the form of benefit previously elected.
The Normal Retirement Benefit shall resume no later than the first day of the
third month after the month in which the Employee last worked in at least eight
days.
Section 6.3 Early Retirement -- FAP Benefit Only
A Participant who has a FAP Benefit and who attains his Early Retirement Date
may elect to terminate employment and commence the FAP Benefit immediately,
payable in the Normal Form. If a Participant had become vested in his FAP
Benefit in accordance with Section 4.1 prior to electing Early Retirement, he
may elect to defer commencement of his FAP Benefit until the first day of any
month beginning before his Normal Retirement Date. The amount of such a
Participant's FAP Benefit shall be the amount of his Normal Retirement Benefit
calculated up to his Early Retirement Date and reduced by five-twelfths of one
percent (5/12 of 1%) for each month by which the Participant's Early Retirement
Date precedes the first day of the month nearest the Participant's sixty-second
(62nd) birthday.
Section 6.4 Vested Deferred Retirement -- FAP Benefit Only
A Participant who separates from employment after having become vested in his
FAP Benefit in accordance with Section 4.1 shall be entitled to a Vested
Deferred FAP Benefit. Such Vested Deferred FAP Benefit shall be payable in the
Normal Form and shall commence, at the election of the Participant, on the first
day of any month after attaining eligibility for Early Retirement Date but not
later than Normal Retirement Date.
The amount of a Participant's Vested Deferred FAP Benefit shall be the amount of
his Normal Retirement Benefit calculated up to his Severance from Service Date
and reduced by five-twelfths of one percent (5/12 of 1%) for each month by which
his Vested Deferred FAP Benefit commences prior to his Normal Retirement Date.
Section 6.4A Vested Deferred Retirement -- Pension Equity Benefit and Cash
Balance Benefit
A Participant who has a Pension Equity Benefit or a Cash Balance Benefit that is
vested under Section 4.1 may, at any time on or after such Participant's
termination of employment, elect a Pension Equity Benefit or Cash Balance
Benefit to commence as of the first day of any month thereafter which is prior
to such Participant's Normal Retirement Date. In such case the Participant
shall receive a Pension Equity Benefit or Cash Balance Benefit which is the
Actuarial Equivalent of his Pension Equity Benefit or Cash Balance Benefit as of
such Annuity Starting Date, payable as provided in Section 7.
Section 6.5 Commencement of Retirement Benefits
The FAP Benefit shall commence at any Annuity Starting Date on or after such
Participant's Early Retirement Date. A Pension Equity Benefit or a Cash Balance
Benefit may become payable at any Annuity Starting Date on or after such
Participant's termination of employment, at the election of the Participant in
accordance with the Plan's forms and procedures.
Notwithstanding the foregoing, regardless of any election by the Participant for
any Participant who attained age seventy and one-half (70-1/2) years of age on
or after January 1, 1988, distribution of retirement benefits shall commence no
later than April 1 of the calendar year following the calendar year in which the
Participant who has terminated his employment attains seventy and one-half
(70-1/2) years of age.
The required beginning date of a Participant who attains age seventy
and one-half (70-1/2) before January 1, 1988 shall be no later than April 1 of
the calendar year following the later of the calendar year in which the
Participant attains seventy and one-half (70-1/2) years of age, or the calendar
year in which the Participant actually retires; provided that deferment on
account of continued employment after attaining seventy and one-half (70-1/2)
years of age shall not apply in the case of a Participant who is a five-percent
(5%) owner, as defined in section 416(i) of the Code, with respect to the Plan
Year ending in the calendar year in which the Participant attains seventy and
one-half (70-1/2) years of age.
Section 6.6 Withdrawal of Contributions
A Participant may withdraw the entire amount of his contributions and credited
interest at any time prior to his retirement. No Participant who has withdrawn
his contributions shall be permitted to restore his contributions to the Plan.
If any Participant withdraws his contributions and credited interest,
his annual Pension Benefit, prior to any adjustment for Early Retirement or for
optional forms of payment, shall be reduced by an amount equal to forty percent
(40%) of his contributions without interest.
Section 6.7 Inability to Locate Participants or Beneficiaries
In the event that all, or any portion of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the expiration of five (5)
years after it becomes payable, remain unpaid solely because of the inability of
the Plan Administrator, after diligent effort, to ascertain the whereabouts of
such Participant or his Beneficiary, the amount so distributable shall be
retained as an asset of the Plan. In the event a Participant or Beneficiary is
subsequently located, such benefit shall be restored.
ARTICLE VII - Form Of Retirement Benefit
Section 7.1 Form of Benefit
Subject to the provisions of Section 7.2 below, the Normal Form of retirement
benefit payable to a Participant shall be a monthly amount equal to one-twelfth
(1/12) of the applicable annual benefit payable until the first day of the month
preceding his death. If a Participant dies before receiving sixty (60) monthly
payments, monthly retirement payments will be made after his death to his
Beneficiary until an aggregate of sixty (60) monthly payments have been made.
If the death of the Participant and the Beneficiary shall both occur before an
aggregate of sixty (60) monthly payments have been made, the commuted value
(based on the Actuarial Equivalent factors) of the remaining payments shall be
paid to the estate of the last to die. If a Participant dies on a monthly
payment date, the payment due shall be paid to the Beneficiary.
Section 7.2 Qualified Joint and Survivor Annuity
Unless an optional form of benefit is selected pursuant to a qualified election
within the ninety (90) day period ending on the Annuity Starting Date, a married
Participant shall receive his retirement benefit in the form of a Qualified
Joint and Survivor Annuity, and an unmarried participant shall receive his
retirement benefit in the form of an immediate life annuity. The Qualified
Joint and Survivor Annuity shall be a reduced monthly benefit for the life of
the Participant and, at his death, a survivor annuity for the life of his spouse
equal to fifty percent (50%) of the Participant's Benefit reduced according to
Actuarial Equivalent factors. The last payment of the Qualified Joint and
Survivor Annuity shall be paid as of the first day of the month in which the
death of the survivor occurs.
Section 7.2A Election Out of Qualified Joint and Survivor Annuity
Before each eligible Participant retires, he shall be given a reasonable period
in which to elect not to receive his retirement benefit in the form of a
Qualified Joint and Survivor Annuity. Any such election, except for an election
of Option A under Section 7.3A with the spouse named as the survivor and the
survivor annuity benefit not less than fifty percent (50%) nor greater than one
hundred percent (100%) of the Participant's benefit, shall be made in accordance
with the provisions as follows:
(a) The election shall be made to the Plan Administrator during the
ninety (90) day period ending on the day upon which retirement income payments
under the Plan commence;
(b) The election shall be in writing in a form acceptable to or on a
form furnished by the Plan Administrator, which clearly indicates that the
Participant is electing to receive his benefits in a form other than a Qualified
Joint and Survivor Annuity;
(c) The election must be consented to by the Spouse of the Participant
and the consent of the Spouse must be witnessed by a Plan representative or
notary public, unless the Participant establishes to the satisfaction of the
Plan Administrator that such written consent may not be obtained because there
is no Spouse or the Spouse cannot be located (any such consent shall be valid
only with respect to the Spouse who signs the consent, or the designated Spouse
whose consent cannot be so obtained); and
(d) Any such election may be revoked or changed by the Participant by a
subsequent election made in accordance with this subsection during the election
period of such Participant. Such an election may be revoked, but not changed,
without the consent of the Spouse.
The Plan Administrator shall furnish to such Participant, no less than
thirty (30) days and no more than ninety (90) days from the Annuity Starting
Date, a written notification that includes a general explanation of the terms
and conditions of the Qualified Joint and Survivor Annuity; the availability of
the election provided by this Section and the effect of making such an election;
the rights of the Spouse of the Participant; and the right to revoke a previous
election and an explanation of the effect of such a revocation and the relative
values of the various optional forms of retirement benefits under the Plan.
Each Participant entitled to receive benefits in the form of a Qualified Joint
and Survivor Annuity shall furnish proof satisfactory to the Plan Administrator
of the age of his Spouse, within a reasonable period before the commencement of
his retirement benefits.
Section 7.3 Optional Forms of Retirement Benefit
Subject to appropriate spousal consent, in lieu of the Normal Form of retirement
benefit payable, a Participant may elect one or more of the optional forms of
retirement benefit provided herein. Retirement benefits elected under these
options shall be actuarially adjusted. Subject to spousal consent, the right is
reserved to the Participant to modify or rescind the election at any time
without the consent of the survivor or Beneficiary. If the death of the
Participant occurs prior to the date benefits become payable, the option shall
be inoperative and the only payment shall be that provided in Article VIII. Any
election of an optional form of benefit shall be subject to the provisions of
Section 7.2A, to the extent applicable.
A Participant may elect different optional forms of benefit and different
Annuity Starting Dates for his Pension Benefit and his Cash Balance Benefit.
The FAP Benefit shall be payable in the Normal Form, Option 7.2, Option 7.2A,
Option 7.2B, Option 7.2C, Option 7.2D, or Option 7.2E, as elected by the
Participant, as of any proper Annuity Starting Date. The Pension Equity Benefit
and the Cash Balance Benefit shall be payable in the Normal Form, Option 7.2,
Option 7.2A, Option 7.2B, Option 7.2C, Option 7.2D, Option 7.2E or Option 7.2F,
as elected by the Participant, as of any proper Annuity Starting Date.
Section 7.3A Option A
Option A shall be a reduced retirement benefit payable for the life of the
Participant , and after his death, a designated amount, not to exceed such
reduced benefit payable to the survivor during his lifetime. If the death of
the Participant occurs on or after the date benefits commence, payments will be
made to any designated Beneficiary under this Option A. If the death of the
survivor occurs during the lifetime of the Participant, but prior to the Annuity
Starting Date, Option A shall be inoperative, and the Participant shall be
entitled to his retirement benefit otherwise payable. If the death of the
survivor occurs during the lifetime of the Participant, but after the Annuity
Starting Date, the Participant shall be entitled to receive only such reduced
amount of retirement benefit as is provided by the election of Option A.
The amount payable under this option is reduced, according to Actuarial
Equivalent factors.
If the designated amount to be payable to the survivor is other than one
hundred percent (100%) or fifty percent (50%), the reduction will be further
adjusted according to Actuarial Equivalent factors.
If the yearly amount of retirement benefit payable to the designated
survivor shall be less than one hundred twenty dollars ($120) or if the
Participant does not furnish satisfactory proof of the age of the survivor prior
to the Participant's actual retirement, Option A shall be inoperative.
Section 7.3B Option B
Option B shall be a reduced retirement benefit payable for the life of the
Participant with payments after his death payable to a Beneficiary until an
aggregate of 120 monthly payments have been made to the Participant and the
Beneficiary. If the death of the Participant and the Beneficiary shall occur
before an aggregate of 120 monthly payments shall have been made, the commuted
value of the remainder of such 120 monthly payments shall be paid to the estate
of the last to die.
The Option B Benefit payable to a Participant retiring on or after his
Normal Retirement Date will be ninety-four percent (94%) of the Normal Form.
This percentage will be increased by .035 percent (.035%) for each complete
month by which the Participant's actual retirement precedes his Normal
Retirement Date.
Section 7.3C Option C
Option C shall be an increased retirement benefit payable only for the life of
the Participant with no further payments after such Participant 's death. The
benefit payable to a Participant retiring on or after his Normal Retirement Date
will be one hundred two and one-half percent (102.5%) of the Normal Form. This
percentage will be decreased by .015 percent (.015%) for each complete month by
which the Participant's actual retirement precedes his Normal Retirement Date.
Section 7.3D Social Security Adjustment Option
At the timely written request of a Participant made prior to his elected Annuity
Starting Date, payments made under the Normal Form or any optional form may be
increased in the period prior to his attainment of his Social Security
Retirement Age and reduced thereafter so that the monthly payments hereunder
before attainment of his Social Security Retirement Age shall approximately
equal the total of the reduced monthly payments after attainment of his Social
Security Retirement Age and the monthly Social Security benefit then payable.
If this option is elected, a factor shall be determined by subtracting from
one (1.000), .006 times the number of complete months by which the Participant's
actual retirement precedes the first day of the month in which he attains his
Social Security Retirement Age. The benefit payable commencing on the
Participant's actual retirement shall be the benefit which would be payable if
this option had not been elected, plus the product of such factor and the
Participant's Social Security Benefit. The resulting increased benefit shall be
payable for all monthly payments prior to the first day of the month nearest the
Participant's sixty-second (62nd) birthday. Commencing on such date, and for
all monthly payments thereafter, the increased benefit shall be reduced by the
amount of the Participant's Social Security Benefit.
If the increased benefit computed as above is less than the Participant's
Social Security Benefit, the benefit payable under this option shall be
determined by dividing the benefit which would be payable if this option had not
been elected, by the factor determined as in the previous paragraph. The
resulting benefit shall be payable for each month prior to the first day of the
month in which the Participant attains his Social Security Retirement Age, and
no benefit shall be payable to the Participant thereafter.
7.3E "Pop-up" Benefit
At the timely written request of a Participant made prior to his Annuity
Starting Date, a Participant may elect a benefit which shall be calculated in
accordance with the terms of this Section 7.3E. If a Beneficiary dies after the
Participant's Annuity Starting Date and the Participant has selected any of the
forms of benefit set forth in Section 7.2 or Section 7.3A, benefits payable to
the Participant shall be reduced by an Actuarial Equivalent factor of .99, and
any benefit payments made to the Participant after such death shall be payable
as if the Participant had elected, with spousal consent, the Normal Form as set
forth in Section 7.1, with the guarantee period commencing at the Annuity
Starting Date. Payments made to the Participant prior to such death shall not
be recalculated, and the Participant shall not receive any future adjustment in
respect of payments made prior to the Beneficiary's death.
7.3F Single Sum Payment-- Pension Equity Benefit and Cash Balance Benefit
Only
Any Participant may elect a single sum payment as calculated in the manner
described in this Section 7.3F (a "Single Sum Payment") that is equal to the
Participant's Pension Equity Benefit or Cash Balance Account as of the Annuity
Starting Date.
Notwithstanding the above, for the Pension Equity Benefit, in no event shall the
Single Sum Payment be less than the actuarial present value, calculated as of
the Annuity Starting Date, of the Participant's Accrued Benefit attributable to
the Pension Equity Benefit as of the Annuity Starting Date. Such actuarial
present value shall be determined by assuming (a) for purposes of projecting the
Pension Equity benefit as of the Annuity Starting Date to the Participant's
Normal Retirement Date, in the aggregate, the 3% rate of increase is less than
or equal to the Applicable Interest Rate as of the Annuity Starting Date, and
(b) the Applicable Interest Rate at the Participant's Normal Retirement Date
equals the Applicable Interest Rate as of the Annuity Starting Date.
Notwithstanding the above, for the Cash Balance Benefit, in no event shall the
Single Sum Payment be less than the actuarial present value, calculated as of
the Annuity Starting Date, of the Participant's Accrued Benefit attributable to
the Cash Balance Benefit as of the Annuity Starting Date. Such actuarial
present value shall be determined by assuming (a) for purposes of projecting the
Account as of the Annuity Starting Date to the Participant's Normal Retirement
Date, in the aggregate, future Periodic Interest Rates are less than or equal to
the Applicable Interest Rate as of the Annuity Starting Date, and (b) the
Applicable Interest Rate at the Participant's Normal Retirement Date equals the
Applicable Interest Rate as of the Annuity Starting Date.
Section 7.4 Small Payments
If any benefit to which a Participant or Beneficiary would become entitled has a
present value of less than three thousand five hundred ($3,500), the Plan
Administrator shall make a Single Sum Payment of the entire amount of the
Actuarial Equivalent value of such vested Accrued Benefit.
In accordance with Treas. Reg. sec. 1.417(e)-1T(d)(10)(ii), any distribution for
which the Annuity Starting Date occurs in the one-year period beginning on
October 1, 1997 must use the Applicable Interest Rate for making the valuation
described in this Section, which would yield the larger distribution.
For purposes of this section, if the present value of an employee's vested
Accrued Benefit is zero, the employee shall be deemed to have received a
distribution of such vested accrued benefit.
In the event a Participant shall receive a Single Sum Payment described in
this Section 7.4, the Credited Service on which such a Single Sum Payment was
based shall count toward computing the benefit of the Participant on a
subsequent termination of employment or retirement, but such a subsequent
benefit shall be offset by the amount of retirement income previously paid to
the Participant in the form of the Single Sum Payment.
Section 7.5 Direct Rollovers
A Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator or its delegatee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a direct rollover.
As used herein, Eligible Rollover Distribution shall mean any distribution
of all or any portion of the Distributee's Accrued Benefits except that an
Eligible Rollover Distribution does not include any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Code Section
401(a)(9) and the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities).
As used herein, Eligible Retirement Plan shall mean an individual
retirement account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401(a), that
accepts the Distributee's Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution of the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.
A Distributee includes an Employee or former Employee. In addition, the
Employee's or former Employee's surviving spouse and the Employees' or former
Employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p) are Distributees
with regard to the interest of the spouse or former spouse.
A Direct Rollover shall mean a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
Section 7.6 Restrictions on Benefits
Notwithstanding any provision in the Plan to the contrary, the distribution of a
Participant's benefit, whether under the Plan or through the purchase of an
annuity contract, shall be made in accordance with the requirements of Code
Section 401(a)(9) and the Regulations thereunder [including Proposed Regulation
Section 1.401(a)(9)-2]. For purposes of this Section, the life expectancy of
the Participant and his Beneficiary shall be made as of the Participant's
benefit commencement date and shall not be subject to recalculation.
Distributions to a Participant and his Beneficiaries shall only be made in
accordance with the incidental death benefit requirements of Code Section
401(a)(9)(G) and the Regulations thereunder.
ARTICLE VIII - Death Benefits
Section 8.1 Death Prior to Retirement/Employee Contributions
The Beneficiary of a Participant who dies while an Employee shall receive a
refund of his contributions made under the Plan, if any, plus credited interest.
Section 8.2 Death After Retirement
Benefit payments to a surviving Spouse or Beneficiary shall be made in
accordance with the form of benefit election made by the Participant under
Article VII.
Section 8.3 Election of Beneficiary
Each Participant shall elect a Beneficiary on forms provided by the Plan
Administrator for that purpose, and may change such Beneficiary from time to
time, but no change of Beneficiary shall be effective unless notice thereof
shall be given by the Participant to the Plan Administrator on forms provided by
the Plan Administrator. Any such election shall be made in accordance with
paragraphs (b), (c), and (d) of Section 7.2A. If any Participant shall fail to
designate a Beneficiary, then it shall be conclusively presumed that he did
designate as such Beneficiary the following persons in the order named: (a) his
spouse, (b) his children, per capita, (c) his parents, per capita, or (d) his
--- ------ --- ------
estate. Children by blood, marriage or adoption shall be considered children of
a Participant. Under no circumstances shall the Company, any of the Affiliated
Companies, or any insurance company be named as Beneficiary.
Section 8.4 Survivor Benefit
A Participant's Beneficiary shall be eligible for a Survivor Benefit if on the
date of his death he:
(a) was an Employee, and
(b) had five (5) Years of Credited Service, or was a disabled
Participant under the terms of the Plan.
Section 8.4A
If the Participant was not eligible for Early Retirement but had completed ten
(10) years of Credited Service at the time of his death, the monthly amount of
the Survivor Benefit payable to a Beneficiary shall be equal to forty percent
(40%) of the Participant's monthly Normal Retirement Benefit (based solely on
the FAP Benefit provisions) accrued at the date of his death, or twenty-five
dollars ($25), if greater.
Such Survivor Benefit shall be payable monthly to such eligible Beneficiary
commencing with the first day of the month following the death of the
Participant. The final monthly payment shall be made on the first day of the
month immediately preceding or coinciding with the date of the Beneficiary's
death.
Section 8.4B
If the Participant was eligible for Early Retirement on the date of his death,
the monthly amount of the Survivor Benefit payable to an eligible Beneficiary
shall be equal to fifty percent (50%) of the Participant's monthly Normal
Retirement Benefit (based solely on the FAP Benefit provisions) accrued at the
date of his death, or twenty-five dollars ($25), if greater. Such Survivor
Benefit shall be payable monthly to such Beneficiary commencing on the first day
of the month next following the Participant's date of death with the final
payment made on the first day of the month immediately preceding or coinciding
with the date of the Beneficiary's death.
Section 8.4C
If the Participant was not eligible for Early Retirement and had completed fewer
than ten (10) years of Credited Service at the time of his death, the monthly
amount of the Survivor Benefit payable to Beneficiary shall be equal to the
benefit the Beneficiary would have been entitled to receive (based solely on the
FAP Benefit provisions) if the Participant had terminated employment on the day
of his death, survived to the first day of the month following the date he would
have attained age fifty-five (55), retired on that date, and elected to receive
benefits in the form of a Joint and 50% Survivor Annuity.
Section 8.5 Pension Equity and Cash Balance Account Death Benefit
If a Participant dies before his Annuity Starting Date, a death benefit shall be
payable, solely based on the Accrued Benefit attributable to the Pension Equity
Benefit and Cash Balance Account, to his Beneficiary as follows:
(a) If the Participant's Beneficiary is any person other than his Spouse,
there shall be paid to such Beneficiary as soon as practicable after the
Participant's death occurs (but in no event later than the December 31 of the
Plan Year with contains the fifth anniversary of the Participant's death), a
Single Sum Payment equal to his Pension Equity Benefit and Cash Balance Account
as of the last day of the month in which the death of the Participant occurs.
(b) If the Participant's Beneficiary is his Spouse, such Spouse shall be
entitled to a single life annuity, payable monthly, calculated over her life
expectancy, where such annuity is the Actuarial Equivalent of the Pension Equity
Benefit and Cash Balance Account to which such Participant would have been
entitled had he terminated employment on his date of death, commencing on the
first day of any month on or after the date the Participant died. In the case
of a Participant who dies prior to attaining age 65, such annuity may commence
as of any date elected by the Spouse after the date of death and prior to the
date the Participant would have attained age 65. Alternatively, the Spouse may
request to receive, in lieu of any other benefits under the Plan to which she
would otherwise be entitled, a distribution of the value of the Participant's
Pension Equity Benefit and Cash Balance Account as of his date of death, payable
in a single sum as soon as practicable after the Participant's death.
(c) Notwithstanding subsections (a) and (b) above, if the Actuarial
Equivalent lump sum value of a Participant's vested Accrued Benefit (or, if
greater, the vested value of the Participant's Pension Equity Benefit and Cash
Balance Account) as of the date of such Participant's death does not exceed
$3,500, such Actuarial Equivalent lump sum value shall be paid to the
Beneficiary as soon as practicable thereafter in a single sum.
8.6 Qualified Preretirement Survivor Annuity Provisions
The benefits payable to a Beneficiary who is a Spouse under Section 8.4, 8.4A,
8.4B, 8.4C and 8.5 must be paid to the Spouse in the form of a single life
annuity over the Spouse's lifetime (a "preretirement survivor annuity") unless
elected otherwise in accordance with this Section 8.6.
(a) No earlier than the first day of the Plan Year in which a Participant
attains age 32 and no later than the last day of the Plan Year in which a
Participant attains age 34 (or in the case of a person who becomes a Participant
who has terminated employment before age 35, with the year after termination of
employment), the Committee shall furnish to a Participant a written explanation
in non-technical language of (a) the terms and conditions of the preretirement
survivor annuity, (b) the Participant's right to make, and the effect of, an
election to waive the preretirement survivor annuity form of benefit, (c) the
rights of the Participant's Spouse to consent or withhold consent in connection
with the election, and (d) the Participant's right to make, and the effect of, a
revocation of an election.
(b) An election to waive the preretirement survivor annuity must be made in
writing by the Participant and the Participant's Spouse at any time in the
period beginning on the earlier of the first day of the Plan Year in which the
Participant attains age 35 or the date the Participant terminates his employment
with the Company and ending on the date of the Participant's death. The
Committee may permit a Participant and his Spouse to waive a preretirement
survivor annuity before the Plan Year in which the Participant attains age 35,
but such a waiver is not effective in or after the Plan Year in which the
Participant attains age 35. The election or the revocation of an election must
be signed by the Participant and the Participant's Spouse and the Spouse's
signature must be witnessed by a Plan representative or notary public. The
Participant must inform the Committee as to any change on his marital status and
until so informed the Committee shall be entitled to rely on the Participant's
assertion of marital status as originally established.
ARTICLE IX - Vested Benefits
Section 9.1 Return of Contributions
A non-vested Participant who terminates employment shall have his prior
contributions, if any, plus credited interest refunded. A vested Participant
who terminates employment may request a return of his entire amount of prior
contributions, if any, plus credited interest. Upon re-employment, repayment of
withdrawn contributions shall not be permitted. The benefit accrual of a
non-vested Participant shall be reduced to reflect such withdrawal in accordance
with Section 6.6. The amount of Vested Deferred Benefit of a vested Participant
shall be reduced to reflect any such withdrawal in accordance with Section 6.6.
Section 9.2 Form of Benefit
A Participant's Vested Deferred Benefit shall be payable pursuant to Sections
7.1 and 7.2. A Participant may request his Vested Deferred Benefit to be paid
in any of the optional forms pursuant to Section 7.3, in the manner provided for
therein.
Section 9.3 Survivor Benefit -- Vested Terminated Participant
A Participant's Beneficiary shall be eligible for a Survivor's Vested Deferred
Benefit (based solely on the FAP Benefit provisions) if on the date of his
death he:
(a) was not an Employee, and was vested pursuant to Article IV, or
(b) was an Employee who had more than five (5) years but less than ten
(10) years of Credited Service.
The monthly amount of the Survivor's Vested Deferred Benefit payable to a
Beneficiary (based solely on the FAP Benefit provisions) shall be equal to the
benefit the Beneficiary would have been entitled to receive if the Participant
had survived to the first day of the month following the date he would have
attained age fifty-five (55) (or, if later, the first day of the month following
the date of the Participant's death), retired on that date, and elected to
receive benefits in the form of a Joint and 50% Survivor Annuity.
Such survivor's Vested Deferred Benefit shall be payable monthly to such
spouse commencing on the first day of the month next following the date the
Participant would have attained age fifty-five (55), with the final payment made
on the first day of the month immediately preceding or coinciding with the date
of the Beneficiary's death.
9.4 Pension Equity and Cash Balance Account Death Benefit
Any Participant with a Vested Deferred Benefit who is vested in any portion of
his Cash Balance Account as provided in Section 4.1(b) or who is vested in his
Pension Equity Benefit shall be eligible for a death benefit based on his
Pension Equity Benefit and/or Cash Balance Account in the manner provided under
Section 8.5 and Section 8.6.
ARTICLE X - Permanent And Total Disability Benefit
Section 10.1 Permanent and Total Disability Defined
"Permanent and Total Disability" means the inability of an Employee to carry on
the duties of his occupation, or another occupation for which he is or may
become qualified by education, training or experience, because of an illness or
injury of unavoidable cause for a period of at least six (6) consecutive months;
provided that such incapability has been determined to be permanent by a
physician selected by the Plan Administrator. Such incapability shall be deemed
to have resulted from unavoidable cause unless it resulted from (a) his having
engaged in a felony; (b) his habitual use of drugs, intoxicants, or narcotics;
(c) a deliberately self-induced sickness or injury; or (d) injury received or
disease contracted in service with the Armed Forces.
Section 10.2 Vesting and Benefit Accrual During Periods of Disability
A Permanent and Total Disability shall not constitute a severance from service.
A Participant who has had or has a Permanent and Total Disability shall be paid
an annual retirement benefit commencing on his Normal Retirement Date, in
accordance with the provisions of Article X hereof except that his Credited
Service shall include his period of Permanent and Total Disability. The
Participant's Social Security Offset shall be calculated as if he severed from
service on his date of disablement.
Section 10.3 Effect of Re-employment Upon Cessation of Disability
If a Participant with a Permanent and Total Disability is re-employed by any of
the Affiliated Companies, his period of absence from cessation of employment to
re-employment shall be included in his Credited Service; and such a Participant
shall resume active participation in this Plan as of the date of his
re-employment.
Section 10.4 Effect of Failure of Re-employment Upon Cessation of Disability
If prior to his Normal Retirement Date, a Participant no longer qualifies as one
with a Permanent and Total Disability and he does not elect to return to the
employ of the Company or one of the Affiliated Companies, such Participant's
rights to further benefits shall be determined in accordance with the terms and
conditions of this Plan as though he had terminated his employment with the
Company or one of the Affiliated Companies as of the date he no longer qualifies
as a Participant with a Permanent and Total Disability.
Section 10.5 Physical Examination Requirements
The Plan Administrator shall interpret and administer the provisions of this
Article X in a uniform manner so as to preclude any individual selection or
discrimination. Prior to what would have been his Normal Retirement Date, a
Participant with a Permanent and Total Disability shall submit to any medical
examination which may be requested from time to time by the Plan Administrator,
but not more often than annually. The physician or clinic making the medical
examination shall be selected by the Plan Administrator and expenses resulting
therefrom shall be borne by the Plan Administrator. On the basis of any such
medical examination or other fact from any source the Plan Administrator may
disqualify a Participant with a Permanent and Total Disability. In the event a
Participant with a Permanent and Total Disability refuses to submit to a medical
examination, the Plan Administrator shall in its sole discretion disqualify him
as a Participant with a Permanent and Total Disability until he submits to the
medical examination and it is determined in accordance with the terms of this
Section that he continues to qualify as a Participant with a Permanent and Total
Disability.
10.6 Pension Equity Disability Benefit
Notwithstanding anything herein to the contrary, this Section 10.6 shall
determine the Pension Equity Benefit payable to any Participant who is an Admin
Employee and has a Permanent and Total Disability while an Employee. A
Permanent and Total Disability shall not constitute a severance from service,
and such a Participant shall continue to accrue a Pension Equity Benefit as if
his service while on Permanent and Total Disability was Credited Service. Such
a Participant who has had or has a Permanent and Total Disability shall be paid
an annual retirement benefit commencing on the later of his Normal Retirement
Date or the date benefits cease under the long-term disability plan of the
Company or an Affiliated Company, except that his Credited Service shall include
his period of Permanent and Total Disability, and that earnings remain constant
at the annual rate in effect on the date of disability. Such a Participant's
Social Security Covered Compensation shall be the same as that in effect on the
date of disability.
ARTICLE XI - Continental Baking Company Provisions
Section 11.1 Application
This Article applies to those Participants in the Plan who were participants in
the Continental Baking Company Retirement Plan for Salaried Employees (the CBC
Plan) prior to June 1, 1985 and who were covered under the provisions of the CBC
Plan which formed a part of this Plan prior to January 1, 1986 and who were
actively employed or accruing benefits on January 1, 1986. To the extent
provided in this Article, the special provisions of this Article shall supersede
the provisions in the other Articles of this Plan shall control the rights and
benefits of Participants.
Section 11.2 Definitions
With respect to the provisions of this Article, the following words and phrases
shall have the meanings set forth below.
(a) "CBC Social Security Early Retirement Factor" means the factor used to
reduce the CBC Transitional Offset Amount for payment before Normal Retirement
Date as determined under the provisions of the CBC Plan which factors are
incorporated by reference herein.
(b) "CBC Standard Grandfathered Benefit" means an amount equal to a
Participant's accrued benefit payable at Normal Retirement Date determined under
the provisions of the CBC Plan based on his salary and service under such plan
through December 31, 1985.
(c) "CBC Standard Grandfathered Early Retirement Benefit" means an amount
equal to the sum of
(i) the greater of
(A) the CBC Standard Grandfathered Benefit reduced by the early reduction
factors set forth in the CBC Plan which factors are incorporated by reference
herein, or
(B) the Ralston Purina Past Service Benefit reduced in accordance with
Section 6.3a; plus
(ii) the Ralston Purina Future Service Benefit reduced in accordance with
Section 6.3a.
(d) "CBC Standard Normal Retirement Benefit" means an amount equal to the
sum of
(i) the greater of
(A) the CBC Standard Grandfathered Benefit, or
(B) the Ralston Purina Past Service Benefit; plus
(ii) the Ralston Purina Future Service Benefit.
(e) "CBC Transitional Benefit Amount" means an amount equal to a
Participant's accrued benefit on December 31, 1985 payable at Normal Retirement
Date determined under the revisions of the CBC Plan prior to the application of
the Social Security Offset under such plan.
(f) "CBC Transitional Offset Amount" means an amount equal to the Social
Security offset applied at Normal Retirement Date computed under the terms of
the CBC Plan as of December 31, 1985 except that earnings after December 31,
1985 shall be assumed to remain level until a Participant attains age fifty-five
(55) after which earnings are assumed to equal zero (0) until age sixty-five
(65). If a Participant is age fifty-five (55) or over on January 1, 1986, zero
(0) future earnings shall be assumed to age sixty-five (65).
(g) "Prorated Early Retirement Factor" means the reduction factor which
equals the sum of
(i) the appropriate early retirement reduction under the CBC Plan for the
age of the Participant as of his Early Retirement Date multiplied by a fraction
the numerator of which is the amount of his Credited Service earned prior to
January 1, 1986 and the denominator of which is his total Credited Service; plus
(ii) the appropriate early retirement reduction under this Plan for the age
of the Participant as of his Early Retirement Date multiplied by a fraction the
numerator of which is the amount of his Credited Service earned after December
31, 1985 and the denominator of which is his total Credited Service.
(h) "Ralston Purina Future Service Benefit" means an amount equal to the
benefit determined in accordance with either Section 5.1 or Section 5.2, as
applicable, for Credited Service earned after December 31, 1985.
(i) "Ralston Purina Past Service Benefit" means an amount equal to the
benefit determined in accordance with either Section 5.1 or Section 5.2, as
applicable, based on the Participant's Average Annual Earnings as of the date
the benefit is determined and Credited Service determined under the CBC Plan
through December 31, 1985.
Section 11.3 Normal Retirement Benefit for Former Participants in the CBC
Plan
The Normal Retirement Benefit of any Participant who was a participant in the
CBC Plan shall equal the greater of
(a) the CBC Standard Normal Retirement Benefit, or
(b) the CBC Standard Grandfathered Early Retirement Benefit, or
(c) the CBC Transitional Benefit Amount.
Section 11.4 Early Retirement for Former Participants in the Continental
Baking Company Salaried Pension Plan
The Early Retirement Benefit of any Participant who was a participant in the CBC
Plan shall equal the CBC Standard Grandfathered Early Retirement Benefit except
for Participants eligible for the Transitional Early Retirement Benefit.
Section 11.5 Transitional Early Retirement Benefit
Any Participant who was a participant in the CBC Plan shall be entitled to an
Early Retirement Benefit determined in accordance with this Section provided
that on December 31, 1985 the sum of such Participant's age and Credited Service
equals or exceeds sixty (60), such Participant was in active service on January
1, 1986 and such Participant retires while eligible for Early Retirement.
(a) The Transitional Early Retirement Benefit which is payable prior to
attainment of age sixty-two (62) shall be an amount equal to the greater of
(i) the sum of
(A) the CBC Transitional Benefit Amount reduced by the Continental Baking
Company early retirement factor, but not less than the Ralston Purina Past
Service Benefit reduced in accordance with Section 6.3a, plus
(B) the Ralston Purina Future Service Benefit reduced in accordance with
Section 6.3a; or
(ii) the sum of
(A) the CBC Transitional Benefit Amount reduced by the Prorated Early
Retirement Factor; but not less than the Ralston Purina Past Service Benefit
reduced by the Prorated Early Retirement Factor, plus
(B) the Ralston Purina Future Service Benefit reduced by the Prorated Early
Retirement Factor.
(b) The Transitional Early Retirement Benefit payable upon attainment of age
sixty-two (62) shall be an amount equal to the greater of
(i) the sum of
(A) the product of the CBC Transitional Benefit Amount times the Continental
Baking Company Early Retirement Factor less the product of the CBC Transitional
Offset Amount times the CBC Social Security Early Retirement Factor; but not
less than the Ralston Purina Past Service Benefit reduced in accordance with
Section 6.3a, plus
(B) the Ralston Purina Future Service Benefit reduced in accordance with
Section 6.3c; or
(ii) the sum of
(A) the product of the CBC Transitional Benefit Amount times the Prorated
Early Retirement Factor less the product of the CBC Transitional Offset amount
times the CBC Social Security Early Retirement Factor; but not less than the
Ralston Purina Past Service Benefit reduced by the Prorated Early Retirement
Factor, plus
(B) the Ralston Purina Future Service Benefit reduced by the Prorated Early
Retirement Factor.
Section 11.6 Optional Benefit Amounts
(a) The amount of any optional retirement benefit payable at Normal
Retirement Date elected by a Participant who was a former participant in the CBC
Plan shall equal the greater of
(i) the CBC Standard Grandfathered Benefit multiplied by the appropriate
option factor set forth in the CBC Plan which factors are incorporated by
reference herein, or
(ii) the CBC Standard Normal Retirement Benefit multiplied by the
appropriate option factor set forth in Article VII.
(b) The amount of any optional retirement benefit payable at Early
Retirement Date elected by a Participant who was a participant in the CBC Plan
shall equal the greater of
(i) the amount in (a)(1) above reduced by the Continental Baking Company
early retirement reduction factors, or
(ii) the amount in (a)(2) above reduced in accordance with Section 6.3a.
(c) For a Participant eligible for the Transitional Early Retirement Benefit
the amount of any optional benefit payable after age sixty-two (62) shall be an
amount equal to the greater of
(i) the sum of
(A) the product of the CBC Transitional Benefit Amount times the Continental
Baking Company early retirement reduction factors less the product of the CBC
Transitional Offset Amount times the CBC Social Security Early Retirement Factor
such difference multiplied by the appropriate Continental Baking Company option
factor; but in no event shall such amount be less than the Ralston Purina Past
Service Benefit reduced in accordance with Section 6.3a and multiplied by the
option factors in Article VII; plus
(B) the Ralston Purina Future Service Benefit reduced in accordance with
Section 6.3a and multiplied by the option factors set forth in Article VII; or
(ii) the amount in (c)(1) above determined by replacing the Continental
Baking Company early retirement reduction factors and the Section 6.3a reduction
with the Prorated Early Retirement Reduction Factor.
(d) The optional form of the Transitional Early Retirement Benefit payable
prior to attainment of age sixty-two (62) shall be an amount equal to the sum of
(i) the benefit determined in (c)(1) or (c)(2) above whichever is
applicable; plus
(ii) the difference between
(A) the Transitional Early Retirement Benefit before attainment of age
sixty-two (62) without adjustment for any optional benefit; less
(B) the Transitional Early Retirement Benefit after attainment of age
sixty-two (62) without adjustment for any optional benefit.
Section 11.7 Change in Employment Status
If an employee is transferred to this Plan from another plan sponsored by the
Company or an Affiliated Company, for the time the Employee was covered under
this Plan, his benefit first shall be calculated pursuant to Section 5.1 or
11.3, whichever is applicable, using all Credited Service under both plans
multiplied by a fraction, the numerator of which is Credited Service the
Employee earned under the Plan and the denominator of which is the total
Credited Service under all plans. Once the Employee completes three (3) years of
Credited Service under this Plan, his benefit shall be calculated pursuant to
Section 5.1 or Section 11.3, whichever is applicable, using all Credited Service
with both plans less the amount of actual benefit payable under any other
defined benefit plans sponsored by the Company or an Affiliated Company. The
Participant's final Average Annual Earnings will be his actual Average Annual
Earnings regardless of which payroll he is paid under at the time of his
retirement or termination.
Section 11.8 Interstate Bakeries Corporation Provisions
Notwithstanding the foregoing, nonbargained administrative employees of
Continental Baking Company who, as of the effective date of the sale of the
Continental Baking Company to Interstate Bakeries Corporation, have either (a)
attained age 50 but have not attained age 56, or (b) have a number years in age
plus Credited Service at least equal to 65 shall be eligible for an enhanced
retirement benefit. Such enhancements are (a) changing the early retirement
reduction factor for terminated vested participants from 5% per year from age 65
to 5% per year from age 62, and (b) the applicable Social Security offset would
not include any estimate of future earnings after the effective date of the sale
of the Continental Baking Company to Interstate Bakeries Corporation.
<PAGE>
ARTICLE XII - Eveready Battery Company Provisions
Section 12.1 Application
This Article applies to those Participants in the Plan who were either
participants in the Retirement Program Plan for Employees of Union Carbide
Corporation and its Participating Subsidiary Companies (the "Union Carbide
Plan") as of June 30, 1986 or Participants who, subsequent to June 30, 1986,
were employed by Eveready Battery Company; provided that:
(a) This Article applies only to Participants who were actively employed or
accruing benefits on December 31, 1992; and
(b) Any Participant who was initially employed by one of the Affiliated
Companies other than Eveready Battery Company and who is later employed by
Eveready Battery Company shall not be covered by this Article.
In the event of a conflict, the provisions contained in this Article shall
supersede other provisions of the Plan. Other Articles of this Plan shall
govern in the case of matters not specifically addressed in this Article XII.
Section 12.2 Definitions
For purposes of this Article XII, the following words and phrases shall have the
meanings set forth below:
(a) "Company Service Credit" means a Participant's years and completed
months of service through December 31, 1992. Such service shall include
Credited Service for periods prior to July 1, 1986 under the terms of the Union
Carbide Plan and Credited Service as defined in Section 1.9 for periods after
June 30, 1986.
Credited Service shall include Credited Service for periods prior to July 1,
1986 under the terms of the Union Carbide Plan.
(b) "Straight Time Earnings" mean the straight time portion of compensation
including, without limitation, shift differential or shift premium, such sales
commissions as the Company or the Affiliated Companies may from time to time
determine, amounts awarded pursuant to court order or in settlement of actions
arising under the Age Discrimination in Employment Act or Title VII of the Civil
Rights Act of 1964 (but only to the extent such awards or settlements are in
lieu of the straight time portion of compensation which the Participant would
otherwise have earned), and annual incentive compensation awards for the year
awarded (Incentive Compensation) received from the Company or the Affiliated
Companies for the established regular working schedule of the Participant,
determined prior to any reduction pursuant to any plan maintained by the Company
or one of the Affiliated Companies that meets the requirements of Sections
401(a) and 401(k) of the Code. The determination of the Benefits Policy Board
as to what constitutes compensation under this subparagraph shall be conclusive.
For periods prior to July 1, 1986, Straight Time Earnings shall refer to
Compensation under the terms of the Union Carbide Plan.
(c) "Average Straight Time Annual Earnings" means the average of Straight
Time Earnings for the three full calendar years in which Straight Time Earnings
was largest during the ten (10) full calendar years ending with 1992.
(d) "Frozen Social Security Benefit" means the annual Social Security
benefit used to determine the Frozen Accrued Benefit. The Frozen Social
Security Benefit shall be determined as follows:
(i) For a Participant who is eligible for EBC Early Retirement on December
31, 1992 and has attained age sixty-two (62) on or before that date, his Frozen
Social Security Benefit will be calculated assuming he will have zero
compensation in 1993 or later and that his Social Security benefit will commence
on January 1, 1993; provided that such calculation presumes that the Participant
has always had compensation at least equal to the Social Security Wage Base.
(ii) For a Participant who is eligible for EBC Early Retirement on December
31, 1992 but who has not attained age sixty-two (62) on or before that date, his
Frozen Social Security Benefit will be calculated assuming he will have zero
compensation in 1993 or later and that his Social Security benefit will commence
at age sixty-two (62); provided that such calculation presumes that the
Participant has always had compensation at least equal to the Social Security
Wage Base.
(iii) For a Participant who is not eligible for EBC Early Retirement on
December 31, 1992, his Frozen Social Security Benefit will be calculated as the
lesser of the following two amounts:
(A) his Social Security benefit calculated assuming he will have level
compensation from 1993 through attainment of age fifty (50) and zero
compensation thereafter, provided that his Social Security benefit will commence
at age sixty-two (62) and further provided that such calculation presumes that
the Participant has always had and will continue to have Compensation at least
equal to the Social Security Wage Base; and
(B) his Social Security benefit calculated assuming he will have level
compensation from 1993 through attainment of age fifty (50) and zero
compensation thereafter, provided that his Social Security benefit will commence
at his Normal Retirement Date.
(e) Maximum Rate of Social Security Offset equals the factor from Table 1
corresponding to a Participant's age on December 31, 1992. Participants whose
age was fifty-seven (57) or greater on December 31, 1992 shall be deemed to have
a Maximum Rate of Social Security Offset equal to fifty percent (50%).
(f) Transitional refers to eligibility for favorable transitional treatment
accorded to certain older and longer service Participants. Participants who were
(i) employed by Eveready Battery Company on January 1, 1988 and (ii) whose
attained age plus Credited Service on that date totaled fifty (50) or more are
referred to as Transitional.
(g) EBC Early Retirement refers to a Participant's entitlement to elect to
retire prior to his Normal Retirement Date. A Participant is not eligible to
retire until he has either (1) reached an Early Retirement Date as described in
Section 1.11 or (2) has both attained age fifty (50) and completed ten (10)
years of Credited Service.
If a Participant's employment is terminated by the Company or one of the
Affiliated Companies for any reason other than for cause, such Participant is
eligible to retire if he has both attained age forty-eight (48) and completed
eight (8) years of Credited Service.
A Participant is not eligible for EBC Early Retirement unless he has satisfied
the preceding requirements. Notwithstanding, a Participant who terminates
employment with a vested benefit pursuant to Section 6.4 before attaining EBC
Early Retirement eligibility may elect to commence benefits anytime after he has
attained age fifty (50).
(h) EBC Early Commencement Factor for a Participant eligible for EBC Early
Retirement equals the factor from Table 2 corresponding to a Participant's age
and Credited Service at retirement.
In the case of a Participant whose employment is terminated by the Company
one of the Affiliated Companies for any reason other than for cause and who is
eligible for EBC Early Retirement, the factors in Table 3 shall be used in lieu
of those in Table 2.
The EBC Early Commencement Factor for a Participant who is not eligible for
EBC Early Retirement but who is vested within the meaning of Section 6.4 shall
equal one hundred percent (100%) decreased by 5/9ths of one percent (5/9 of 1%)
for each of the first thirty-six (36) complete months by which the Participant's
actual retirement precedes his Normal Retirement Date and further decreased by
5/12ths of one percent (5/12 of 1%) for months in excess of thirty-six (36).
(i) RPC Early Commencement Factor equals the factor from Table 4
corresponding to a Participant's age when payments commence, Transitional status
and retirement eligibility. For Participants who retire at age fifty-five (55)
or later, Table 4 yields the same result as does Section 6.3a.
(j) Carbide Plan Benefit equals the annual benefit, if any, to which a
Participant is entitled under the terms of the Union Carbide Plan pursuant to
service rendered to Union Carbide Corporation before July 1, 1986. The Carbide
Plan Benefit shall be determined presuming commencement of payments on the same
date as under this Plan and that the Carbide Plan Benefit will be paid in the
form of a life annuity under the Union Carbide Plan.
(k) Future Service equals Credited Service for the period beginning January
1, 1993.
(l) Capped Future Service equals the lesser of (1) and (2):
(i) Future Service; and
(ii) The excess, if any, of forty (40) over Company Service Credit.
Section 12.3 Frozen Accrued Benefit
A Frozen Accrued Benefit will be determined for each Participant as of December
31, 1992 to be the greatest of (a), (b) and (c):
(a) Regular Formula. An annual benefit equal to one and one-half percent
(1-1/2%) times Average Straight Time Annual Earnings times Company Service
Credit, plus one hundred forty-four dollars ($144);
(b) Alternate Formula. An annual benefit equal to the excess of (1) over
(2), but not less than zero:
(i) One and one-half percent (1.5%) times Average Straight Time Annual
Earnings times Company Service Credit.
(ii) The Frozen Social Security Benefit multiplied by the lesser of (i) and
(ii), where (i) equals one and one-half percent (1.5%) times Company Service
Credit and (ii) equals the Maximum Rate of Social Security Offset; and
(c) Minimum Formula. An annual benefit equal to the sum of (1), (2) and
(3):
(i) Sixty dollars ($60) times the first ten (10) years of Company Service
Credit plus eighty-four dollars ($84) times the next ten (10) years of Company
Service Credit plus one hundred eight dollars ($108) times years of Company
Service Credit in excess of twenty (20).
(ii) Ten percent (10%) minus one percent (1%) for each year Company Service
Credit is less than eight (8) years; the resulting percentage is multiplied by
Average Straight Time Annual Earnings.
(iii) One hundred forty-four dollars ($144).
Section 12.4 Retirements After January 1, 1993
The benefit payable to a Participant who retires after January 1, 1993, prior to
adjustment for optional forms, shall equal (a) plus (b) minus the Carbide Plan
Benefit. This benefit is payable in the Normal Form as described in Section
7.1.
(a) Past Service Benefit. The annual Past Service Benefit equals the
greater of the Ralston Purina Company Past Service Benefit and the Frozen Past
Service Benefit as follows:
(i) Ralston Purina Company Past Service Benefit. The annual Ralston Purina
Company Past Service Benefit equals the greater of (A) and (B), multiplied by
the appropriate Ralston Purina Company Early Commencement Factor:
(A) The Normal Retirement Benefit as defined in Section 5.1, except that
Company Service Credit shall be substituted for Credited Service in applying the
provisions of Section 5.1 and in determining the numerator of the fraction
described in the determination of the Social Security Offset in Section 1.26
(the denominator of the fraction described in Section 1.26 is not affected).
The Social Security Benefit is determined in accordance with Section 1.25,
except that a Participant who is eligible for EBC Early Retirement, is not
Transitional and has not satisfied the requirements for Early Retirement
pursuant to Section 1.11 will be calculated in accordance with Section 1.25(d);
(B) The Minimum Normal Retirement Benefit as defined in Section 5.1(a)(ii)(,
except that Company Service Credit shall be substituted for Credited Service in
applying the provisions of Section 5.1.(a)(ii) and the maximum covered Average
Annual Earnings shall be thirty thousand dollars ($30,000) instead of fifteen
thousand dollars ($15,000).
(ii) Frozen Past Service Benefit. The annual Frozen Past Service Benefit
equals the Frozen Accrued Benefit multiplied by the appropriate EBC Early
Commencement Factor.
(b) Future Service Benefit. The annual Future Service Benefit equals the
greater of (i) and (ii), multiplied by the appropriate Early Commencement
Factor:
(i) The Normal Retirement Benefit as defined in Section 5.1, except that
Capped Future Service shall be substituted for Credited Service in applying the
provisions of Section 5.1 and Future Service shall be substituted for Credited
Service in determining the numerator of the fraction described in the
determination of the Social Security Offset in Section 1.26 (the denominator of
the fraction described in Section 1.26 is not affected).
The Social Security Benefit is determined in accordance with Section 1.25,
except that a Participant who is eligible for EBC Early Retirement, is not
Transitional and has not satisfied the requirements for Early Retirement
pursuant to Section 1.9 will be calculated in accordance with Section 1.25(d);
(ii) The Minimum Normal Retirement Benefit as defined in Section 5.1(a)(ii),
except that "Capped Future Service" shall be substituted for "Credited Service"
in applying the provisions of Section 5.1(a)(ii) and the maximum covered Average
Annual Earnings shall be thirty thousand dollars ($30,000) instead of fifteen
thousand dollars ($15,000).
Section 12.5 Optional Forms
All optional forms of retirement benefit to the extent provided in Article VII
are available to Eveready Battery Company employees, as modified by Article VII
and as modified below:
(a) Ten (10) Year Certain and Continuous. The Option B benefit payable to a
Participant retiring on or after his Normal Retirement Date, as described in
Section 7.3B, will equal ninety-four percent (94%) of the Normal Form. This
percentage will be increased by .035 percent (.035%) for each of the first 120
complete months by which the Participant's actual retirement precedes his Normal
Retirement Date and further increased by .015 percent (.015%) for months in
excess of 120.
(b) Life Annuity. The Option C benefit payable to a Participant retiring on
or after his Normal Retirement Date, as described in Section 7.3C, will equal
102.5 percent (102.5%) of the Normal Form. This percentage will be decreased by
.015 percent (.015%) for each of the first 120 complete months by which the
Participant's actual retirement precedes his Normal Retirement Date and further
decreased by .007 percent (.007%) for months in excess of 120.
(c) Social Security Adjustment Option. The factor used to determine
benefits payable under the Social Security Adjustment Option, as defined in
Section 7.3D, is modified as follows. The factor equals one hundred percent
(100%) reduced by .6 percent (.6%) for each of the first eighty-four (84) months
by which the Participant's actual retirement precedes the first day of the month
nearest his sixty-second (62nd) birthday, and further reduced by .3 percent
(.3%) for months in excess of eighty-four (84).
(d) Children's Benefit. An optional form of payment in addition to those
provided pursuant to Article VII provides a reduced benefit for the life of a
Participant plus, following the death of the Participant, fifty percent (50%) of
the amount payable during the life of the Participant will be paid to the
designated surviving child of the Participant; provided, however, that such
payments shall cease upon the earlier of the death of the child or the date the
child attains age twenty-three (23).
The following factors shall be used to determine the amount of applicable
reduction associated with this form; such factors shall be interpolated or
extrapolated as necessary but shall in no event exceed one hundred percent
(100%):
Retirement Age
---------------
Age of Child 60 65
-------------- ------ --
5 95.9% 93.4%
15 99.1 98.5
Section 12.6 Surviving Spouse's Benefit of Active Participant
An active Participant's surviving spouse shall be eligible for a Surviving
Spouse's Benefit pursuant to Article VIII modified as follows:
(a) The Surviving Spouse's Benefit of a Participant who dies on or after
satisfying the requirements for Early Retirement as defined in Section 1.9 shall
be determined in accordance with Section 8.4B;
(b) The Surviving Spouse's Benefit of a Participant who dies on or after
becoming eligible for EBC Early Retirement and who is Transitional shall be
determined in accordance with Section 8.4B;
(c) The Surviving Spouse's Benefit of a Participant who dies on or after
becoming eligible for EBC Early Retirement and who is not Transitional shall be
determined in accordance with Section 8.4A;
(d) The Surviving Spouse's Benefit of a Participant who dies before becoming
eligible for EBC Early Retirement but after completing ten (10) years of
Credited Service shall be determined in accordance with Section 8.4A; and
(e) The Surviving Spouse's Benefit of a Participant who dies before
completing ten (10) years of Credited Service but after attaining vested status
as described in Section 6.4 shall be determined in accordance with Section 8.4C.
Section 12.7 Surviving Spouse's Benefit of Vested Terminated Participant
The provisions of Section 9.3 shall apply, except that age fifty (50) shall be
substituted for age fifty-five (55).
Section 12.8 Disability Benefit
Article X, which provides for continued accrual of pension benefits while
disabled, shall apply to Participants covered by this Article XII.
Section 12.9 Adjustment for Pension Equity Benefit Provisions
The Plan benefit of any Participant whose Plan benefit is determined with
reference to this Article XII and who elects a Pension Equity Benefit shall be
adjusted in accordance with Appendix C. Similar adjustments shall also apply
for calculating death benefits payable from the Pension Equity Benefit. The
disability benefit provided for by Section 10.6 shall be reduced by the Carbide
Plan Benefit payable at age 65.
ARTICLE XIII - Plan Administration
Section 13.1 Plan Administrator
Ralston Purina Company, as the Plan Administrator, shall have the responsibility
for carrying out the provisions of the Plan and the general administration of
the Plan.
Section 13.2 Benefits Council
(a) The claims fiduciary for the Plan, in accordance with Article XVIII,
shall be the Benefits Council, to be comprised of no less than three persons
appointed by the Chairman of the Board of Ralston Purina Company.
(b) Any person appointed a member of the Benefits Council shall signify his
acceptance by filing a written acceptance with the Secretary of the Benefits
Council. Any member of the Benefits Council may resign by delivering his
written resignation to the Secretary of the Benefits Council, and such
resignation shall become effective upon the date specified therein.
(c) The Chairman of the Board shall appoint a Chairman and a Secretary of
the Benefits Council. The Benefits Council may appoint from its members such
committees with such powers as it shall determine, and may authorize one or more
of its members, or any agent, to execute or deliver any instrument or make any
payment in its behalf.
(d) The Benefits Council shall hold meetings upon such notice, at such place
or places, and at such time or times as it may from time to time determine.
(e) A majority of the members of the Benefits Council shall constitute a
quorum for the transaction of business. All resolutions or other action taken
by the Benefits Council shall be by the vote of a majority of the members of the
Benefits Council present at any meeting or without a meeting by an instrument in
writing signed by a majority of the members of the Benefits Council.
Section 13.3 Benefits Policy Board
(a) The Benefits Policy Board shall have the authority to amend the Plan to
the extent the annual cost to the Plan resulting from such amendment does not
exceed two hundred fifty thousand dollars ($250,000). Members of the Benefits
Policy Board are appointed by the Chief Executive Officer.
(b) Any person appointed a member of the Benefits Policy Board shall signify
his acceptance by filing a written acceptance with the Secretary of the Benefits
Policy Board. Any member of the Benefits Policy Board may resign by delivering
his written resignation to the Secretary of the Benefits Policy Board and such
resignation shall become effective upon the date specified therein.
(c) The Benefits Policy Board shall elect from its members a Chairman, and
shall also elect a Secretary who may be, but need not be, one of the members of
the Benefits Policy Board. The Benefits Policy Board may appoint from its
members such committees with such powers as it shall determine, and may
authorize one or more of its members, or any agent, to execute or deliver any
instrument or make any payment in its behalf.
(d) The Benefits Policy Board shall hold meetings upon such notice, at such
place or places, and at such time or times as it may from time to time
determine.
(e) A majority of the members of the Benefits Policy Board shall constitute
a quorum for the transaction of business. All resolutions or other action taken
by the Benefits Policy Board shall be by the vote of a majority of the members
of the Benefits Policy Board present at any meeting or without a meeting by an
instrument in writing signed by a majority of the members of the Benefits Policy
Board.
Section 13.4 EBAIC
(a) Certain responsibilities to control and manage Plan assets, to add or
delete investment funds, and to appoint and remove the Trustee and any
investment managers retained in connection with the investment of Plan assets,
shall be placed in the Employee Benefit Asset Investment Committee ("EBAIC"), to
be comprised of persons appointed in the manner determined by the Board of
Directors.
(b) Any person appointed a member of the EBAIC shall signify his acceptance
by filing a written acceptance with the Secretary of the EBAIC. Any member of
the EBAIC may resign by delivering his written resignation to the Secretary of
the EBAIC and such resignation shall become effective upon the date specified
therein.
(c) The EBAIC shall elect from its members a Chairman, and shall also elect
a Secretary who may be, but need not be, one of the members of the EBAIC. The
EBAIC may appoint from its members such committees with such powers as it shall
determine, and may authorize one or more of its members, or any agent, to
execute or deliver any instrument or make any payment in its behalf.
(d) The EBAIC shall hold meetings upon such notice, at such place or places,
and at such time or times as it may from time to time determine.
(e) A majority of the members of the EBAIC shall constitute a quorum for the
transaction of business. All resolutions or other action taken by the EBAIC
shall be by the vote of a majority of the members of the EBAIC present at any
meeting or without a meeting by an instrument in writing signed by a majority of
the members of the EBAIC.
Section 13.5 Authority and Duties of Various Fiduciaries
(a) Except for matters required by the terms of the Plan, or of the Trust to
be decided by the Trustee or Trustee, the Plan Administrator shall have the
exclusive right to interpret the Plan and to decide any and all matters arising
under the Plan or in connection with its administration, including determination
of eligibility for, and the amount of distributions and withdrawals. The
Company shall have no power to direct or modify any interpreta-tions,
determinations, or decisions of the Plan Administrator. The Plan Administrator
may recommend amendments to the Board of Directors. The Plan Administrator may
from time to time adopt rules for the administration of the Plan and the conduct
of its business, which rules shall be consistent with the provisions of the
Plan.
(b) The Plan Administrator, the EBAIC, the Trustee, the Benefits Policy
Board, and any other named fiduciary may each employ counsel, agents, and such
clerical and accounting services as it may require in carrying out its
responsibilities under the Plan. All fiduciaries shall be entitled to rely upon
tables, valuations, certificates, opinions, and reports furnished by any
actuary, accountant, or legal counsel appointed under the provisions of the
Plan.
(c) The Plan Administrator shall keep in convenient form such personnel data
as may be necessary for the Plan. The Plan Administrator shall prepare,
distribute, and file such reports and notices as may be required by applicable
law or regulations.
(d) The Plan Administrator shall control and manage the Plan assets to the
extent it has not delegated its power to do so to the EBAIC. Such delegation of
power may include the right to appoint and remove investment managers and
Trustees. Such delegation may be accomplished by a separate instrument or by
appropriate provisions in the Trust.
(e) The Plan Administrator and the EBAIC and the Trustee shall use that
degree of care, skill, prudence and diligence that a prudent person acting in a
like capacity and familiar with such matters would use in his conduct of a
similar Situation. The Plan Administrator, the EBAIC, or the Trustee shall not
be liable for the breach of fiduciary responsibility of another fiduciary unless
(1) he participates knowingly in, or knowingly undertakes to conceal, an act or
omission of such other fiduciary, knowing such act or omission is a breach; or
(2) by his failure to discharge his duties solely in the interest of Members and
Beneficiaries for the exclusive purpose of providing their benefits and
defraying reasonable expenses of administering the Plan not met by the Company,
he has enabled such other fiduciary to commit a breach; or (3) he has knowledge
of a breach by such other fiduciary and does not make reasonable efforts to
remedy the breach; or (4) if the Plan Administrator, the EBAIC, or the Trustee
improperly allocates among themselves or delegates to others, or fails to
properly review such allocation or delegation of fiduciary responsibilities.
(f) The Company will indemnify and save harmless the Plan Administrator, the
EBAIC, the Trustee, and any person to whom fiduciary responsibilities are
delegated under this Plan against any and all expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with any civil, criminal, administrative, or
investigative action, proceeding, or claim (including an action by or in the
right of the Company) by reason of the fact that he is or was serving in such
capacity, provided that such person's conduct is not finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct.
(g) Each Trustee shall maintain accounts showing the fiscal transactions of
the Trust established hereunder. The EBAIC shall keep in convenient form such
financial data as may be necessary for the Plan, and shall annually cause to be
prepared a balance sheet and statement of financial transactions of the Plan and
the Trust.
(h) Whenever, in the administration of the Plan, any discretionary action is
required, the authorized party shall exercise his authority in a
nondiscriminatory manner so that all persons similarly situated will receive
substantially the same treatment.
Section 13.6 Named Fiduciaries
(a) The Board of Directors, the Plan Administrator, and the EBAIC shall each
constitute named fiduciaries as such term is defined in ERISA.
(b) Any committee of the Board of Directors or other fiduciary appointed as
a named fiduciary by the Board of Directors by resolution or appointed by an
appropriate instrument executed by an officer of the Company thereunto
authorized by resolution of the Board of Directors, shall also constitute a
named fiduciary in respect of the duty delegated to him or it in such resolution
or instrument.
Section 13.7 Delegation
Any named fiduciary designated herein or appointed as provided herein, unless
precluded from doing so by the terms of such appointment, may by appropriate
instrument designate any person (including any firm or corporation) to carry out
part or all of such fiduciary's responsibilities and upon such designation the
named fiduciary shall have no liability, except as imposed by applicable law,
for any act or omission of such person. The foregoing does not preclude any
other fiduciary to the extent allowed by ERISA and the terms of his appointment
from delegating part or all of such fiduciary's responsibilities with respect to
the Plan.
Section 13.8 Multiple Capacities
Any fiduciary may serve in more than one fiduciary capacity with respect to the
Plan.
Section 13.9 Standard of Review
The Plan Administrator shall perform its duties as the Plan Administrator in its
sole discretion as it shall determine as appropriate, in light of the reason and
purpose for which the Plan is established and maintained. In particular, the
interpretation of all Plan provisions and the determination of whether a
Participant or beneficiary is entitled to any benefit pursuant to the terms of
the Plan, shall be made by the Plan Administrator in its sole discretion. Any
construction of the terms of the Plan for which there is a rational basis that
is adopted by the Plan Administrator in good faith shall be final and legally
binding on all parties.
Any interpretation of the Plan or other action of the Plan Administrator
made in good faith shall be subject to review only if such an interpretation or
other action is without a rational basis. Any review of a final decision or
action of the Plan Administrator shall be based only on such evidence presented
to or considered by the Plan Administrator at the time it made the decision that
is the subject of the review. The Company and any Affiliated Company that
adopts and maintains this Plan, and any Participant who performs services for
the Company or an Affiliated Company who is or may be compensated for in part by
benefits payable pursuant to this Plan, hereby consent to actions of the Plan
Administrator made in good faith and agree to the narrow standard of review
prescribed in this Section.
ARTICLE XIV - Funding
Section 14.1 Funding.
The Company and Affiliated Companies have elected to fund their liabilities for
benefits credited under this Plan through contracts with one or more insurance
companies and Trust Funds administered by one or more Trustees pursuant to
separate trust agreements entered into with such Trustee or Trustees. The Board
of Directors shall have full power and authority to determine from time to time
the amount of contributions to be made on behalf of the Company and the
Affiliated Companies.
ARTICLE XV - Rights Of Affiliated Companies To Discontinue Or Amend
Section 15.1 Right to Terminate the Plan.
It is the expectation of the Company and Affiliated Companies that they will
continue this Plan and the payment of their contributions hereunder
indefinitely, but continuance of this Plan is not assumed as a contractual
obligation of the Affiliated Companies; and the right is reserved by each of the
Affiliated Companies with the approval of the Board of Directors of Ralston
Purina Company to terminate this Plan with respect to its employees or to
discontinue its contributions hereunder at any time by action of its board of
directors, without the necessity of obtaining the approval of its stockholders.
Section 15.2 Plan Amendment Procedure.
Except as herein limited, the Board of Directors shall have the right to amend
this Plan at any time to any extent that it deems advisable. Such amendment
shall be stated in an instrument in writing, executed by Ralston Purina Company.
A copy of any amendment shall be furnished to any insurance company or Trustee.
Any amendment shall be effective as specified in the Board resolution, provided,
however:
(a) That no amendment shall increase the duties or liabilities of the
Trustees or the EBAIC without their respective written consent;
(b) That no amendment shall have the effect of vesting in any or all of the
Affiliated Companies any interest in or control over any part of the Trust Fund;
(c) That except as provided in ERISA, Title I, Section 302(c)(8), no
amendment shall have any retroactive effect so as to deprive any Participant of
any benefit already accrued or his nonforfeitable percentage; provided, however,
that any amendment may be made retroactively which is necessary to bring this
Plan into conformity with governmental regulations or in order to qualify, or
continue the qualifications of, this Plan and the Trust Fund for tax exemptions
or the contributions of the Affiliated Companies to the Trust Fund for deduction
for tax purposes, or which does not decrease the benefits or nonforfeitable
percentage of the Participants.
(d) That no amendment changing any vesting schedule shall apply to any
Participant having three (3) years of vesting service or more unless the
Participant is permitted to elect, within a reasonable period after adoption of
such amendment, to have his nonforfeitable and vested percentage computed under
the Plan without regard to such amendment.
(e) That no amendment shall cause any reduction in the accrued benefit of
any Participant [except to the extent permitted under Code Section 412 (c)(1)].
For purposes of this subsection, a Plan amendment which has the effect of (1)
eliminating or reducing an early retirement benefit or a retirement-type
subsidy, (2) eliminating an optional form of benefit, with respect to benefit
attributable to service before the amendment, or (3) restricting, directly or
indirectly, the benefit provided to the Participant before the amendment shall
be treated as reducing accrued benefits, except that an amendment described in
clause (2) [other than an amendment having the effect described in clause (1)]
shall not be treated as reducing accrued benefits to the extent provided in
Regulations. In the case of a retirement-type subsidy, the preceding sentence
shall apply only with respect to a Participant who satisfies the preamendment
conditions for the subsidy.
(f) That no amendment shall have the effect of increasing current liability
[as defined in Code Section 401(a)(29)(E)] under the Plan for a Plan Year in
which the funded current liability for the Plan is less than sixty percent (60%)
(including the amount of the unfunded current liability attributable to the
amendment) unless the Affiliated Companies provide security to the Plan which
satisfies the requirements of Code Section 401(a)(29)(B) and (C).
ARTICLE XVI - Termination Of Plan
Section 16.1 Plan Termination.
Subject to the provisions of Section 15.2, this Plan shall terminate on the
happening of any of the following events:
(a) The date on which Ralston Purina Company, is legally adjudicated as
bankrupt, or effects a general assignment to or for the benefit of its
creditors.
(b) The date specified for discontinuance of the Plan by any of the
Affiliated Companies with respect to its Employees in the notice executed by
such Affiliated Company and delivered to the Trustees, as prescribed in Section
15.2.
(c) As to any Affiliated Company or Foreign Subsidiary, the date as of which
the stock ownership by another Affiliated Company or Foreign Subsidiary ceases
to be at least the amounts set forth in Sections 1.2 and 1.12, respectively. In
such cases the funds allocable to the former subsidiary shall be determined by
the actuary and then be distributed to the Participants of the former subsidiary
in accordance with Section 15.2, or in such other manner as may be acceptable to
the Plan Administrator, the former subsidiary, and appropriate governmental
agencies.
Section 16.2 Termination Restrictions.
(a) Any termination (other than a partial termination or an involuntary
termination pursuant to ERISA Section 4042) must satisfy the requirements and
follow the procedures outlined herein and in ERISA Section 4041 for a Standard
Termination or a Distress Termination. Upon any termination (full or partial),
all amounts shall be allocated in accordance with the provisions hereof and the
Accrued Benefit of each affected Participant shall become fully Vested and shall
not thereafter be subject to forfeiture.
(b) Standard Termination Procedure:
(i) The Plan Administrator shall first notify all "affected parties" [as
defined in ERISA Section 4001(a)(21)] of the Employer's intention to terminate
the Plan and the proposed date of termination. Such termination notice must be
provided at least sixty (60) days prior to the proposed termination date.
However, in the case of a standard termination, it shall not be necessary to
provide such notice to the Pension Benefit Guaranty Corporation (PBGC). As soon
as practicable after the termination notice is given, the Plan Administrator
shall provide a follow-up notice to the PBGC setting forth the following:
(A) a certification of an enrolled actuary of the projected amount of the
assets of the Plan as of the proposed date of final distribution of assets, the
actuarial present value of the "benefit liabilities" [as defined in ERISA
Section 4001(a)(16)] under the Plan as of the proposed termination date, and
confirmation that the Plan is projected to be sufficient for such "benefit
liabilities" as of the proposed date of final distribution;
(B) a certification by the Plan Administrator that the information provided
to the PBGC and upon which the enrolled actuary based his certification is
accurate and complete; and
(C) such other information as the PBGC may prescribe by regulation.
(ii) No later than the date on which the follow-up notice is sent to the
PBGC, the Plan Administrator shall provide all Participants and Beneficiaries
under the Plan with an explanatory statement specifying each such person's
"benefit liabilities", the benefit form on the basis of which such amount is
determined, and any addition information used in determining "benefit
liabilities" that may be required pursuant to regulations promulgated by the
PBGC.
(3) A standard termination may only take place if, at the time the final
distribution of assets occurs, the Plan is sufficient to meet all "benefit
liabilities" determined as of the termination date.
(c) Distress Termination Procedure:
(i) The Plan Administrator shall first notify all "affected parties" of the
Employer's intention to terminate the Plan and the proposed date of termination.
Such termination notice must be provided at least sixty (60) days prior to the
proposed termination date. As soon as practicable after the termination notice
is given, the Plan Administrator shall also provide a follow-up notice to the
PBGC setting forth the following:
(A) a certification of an enrolled actuary of the amount, as of the proposed
termination date, of the current value of the assets of the Plan, the actuarial
present value (as of such date) of the "benefit liabilities" under the Plan,
whether the Plan is sufficient for "benefit liabilities" as of such date, the
actuarial present value (as of such date) of benefits under the Plan guaranteed
under ERISA Section 4022, and whether the Plan is sufficient for guaranteed
benefits as of such date;
(B) in any case in which the Plan is not sufficient for "benefit
liabilities" as of such date, the name and address of each Participant and
Beneficiary under the Plan as of such date;
(C) a certification by the Plan Administrator that the information provided
to the PBGC and upon which the enrolled actuary based his certification is
accurate and complete; and
(D) such other information as the PBGC may prescribe by regulation;
(ii) A distress termination may only take place if:
(A) the Company or the Affiliated Company demonstrates to the PBGC that such
termination is necessary to enable the Affiliated Company to pay its debts while
staying in business, or to avoid unreasonably burdensome pension costs caused by
a decline in the Company or the Affiliated Company's work force;
(B) the Company or the Affiliated Company is the subject of a petition
seeking liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(C) the Company or the Affiliated Company is the subject of a petition
seeking reorganization in a bankruptcy or insolvency proceeding which has not
been dismissed as of the proposed termination date, and the bankruptcy court (or
such other appropriate court) approves the termination and determines that the
Company or the Affiliated Company will be unable to continue in business outside
a Chapter 11 reorganization process and that such termination is necessary to
enable the Company or the Affiliated Company to pay its debts pursuant to a plan
of reorganization.
(d) Priority and Payment of Benefits. In the case of a distress
termination, upon approval by the PBGC that the Plan is sufficient for "benefit
liabilities" or for "guaranteed benefits", or in the case of a standard
termination, a letter of non-compliance has not been issued within the sixty
(60) day period (as extended) following the receipt by the PBGC of the follow-up
notice, the Plan Administrator shall allocate the assets of the Plan among
Participants and Beneficiaries pursuant to ERISA Section 4044(a). As soon as
practicable thereafter, the assets of the trust fund shall be distributed to the
Participants and Beneficiaries, in cash, or in other assets, including immediate
or deferred annuity contracts, as the Plan Administrator in its sole discretion
shall determine.
(e) The termination of the Plan shall comply with such other requirements
and rules as may be promulgated by the PBGC under authority of Title IV of
ERISA, including any rules relating to time periods or deadlines for providing
notice for making a necessary filing.
Section 16.3 Rights of Affiliated Companies to Remaining Amounts.
Notwithstanding any provisions of this Plan to the contrary, upon termination of
this Plan, but only after all liabilities under the Plan shall have been
satisfied, the Company or the Affiliated Companies shall be entitled to any
balance of the net assets of the Trust Fund and the insurance company contracts
which shall remain.
ARTICLE XVII - Top-Heavy Provisions
Section 17.1 Top-Heavy Determination.
For purposes of this Article, the Plan will be determined to be Top-Heavy for a
Plan Year beginning on and after January 1, 1984, if, as of the Determination
Date for that Plan Year, the present value of the cumulative accrued benefits of
Key Employees under this Plan exceeds sixty percent (60%) of the present value
of the cumulative accrued benefits of all Participants under the Plan, as
determined pursuant to section 416(g) of the Code.
All Plans which are included in the Aggregation Group shall, for the
purposes of this Article, be aggregated and treated as one Plan (the "Plan").
The Aggregation Group shall include this Plan and all other Plans (including a
frozen plan) maintained by the Company or an Affiliated Company which cover a
Key Employee or his Beneficiary, and any other plan which enables a plan
covering a Key Employee or his Beneficiary to meet the qualification
requirements of Code Section 401(a)(4) or 410. A terminated plan shall be
included in the Aggregation Group if it was maintained by the Company or an
Affiliated Company within the five (5) years ending on the Determination Date
for the Plan Year in question and would, but for the fact it was terminated,
meet the conditions of the preceding sentence.
The Determination Date, with respect to any Plan Year, shall be the last
day of the immediately preceding Plan Year.
Section 17.2 Valuation as of Determination Date.
The present value of the accrued benefit of the respective Participants as of a
Determination Date shall be determined as if the Participant terminated
employment on the Valuation Date used for computing plan costs for minimum
funding purposes for the Plan Year ending on such Determination Date, using the
Actuarial Equivalent. Distributions made within the Plan Year that include such
Determination Date and within the four (4) Plan Years immediately preceding such
Plan Year shall be added to the present value of accrued benefits. The accrued
benefit of a Participant who is not a Key Employee but who was a Key Employee in
a prior year shall be disregarded. The accrued benefit of a Participant who has
not received any compensation from a member of the Controlled Group during the
five (5) Plan Years immediately preceding such Plan Year shall be disregarded.
The accrued benefit derived from an unrelated rollover received by the Plan
after December 31, 1983, shall also be disregarded.
Section 17.3 Key Employee
"Key Employee" means an Employee, former Employee or Employee's Beneficiary who
at any time during the Plan Year or any of the four (4) preceding Plan Years is:
(a) An officer of a member of the Controlled Group having an annual
compensation greater than one-hundred fifty percent (150%) of the amount in
effect under section 415(c)(1)(A) of the Code for any such Plan Year (1.5 X
$30,000 for 1987);
(b) One of the ten (10) Employees having annual compensation from a member
of the Controlled Group of more than the limitation in effect under Section
415(c)(1)(A) of the Code and owning (or considered as owning within the meaning
of Section 318 of the Code) the largest interests in such an entity;
(c) A five-percent (5%) owner of a member of the Controlled Group; or
(d) A one-percent (1%) owner of a member of the Controlled Group having an
annual compensation of more than one hundred fifty thousand dollars ($150,000),
as defined in accordance with Section 416(i)(1) of the Code.
Section 17.4 Vesting Requirements.
If the Plan is determined to be Top-Heavy for a Plan Year, the vested percentage
of the accrued benefit of a Participant derived from employer contributions as
of such Plan Year shall be redetermined in accordance with the following
schedule:
After Two (2) Years of Service 20%
After Three (3) Years of Service 40%
After Four (4) Years of Service 60%
After Five (5) Years of Service 80%
After Six (6) Years of Service 100%
If the Plan is determined to be Top-Heavy for a Plan Year and subsequently
ceases to be Top-Heavy, the vesting provision in Article IV shall be applicable
in such subsequent year; provided that any portion of the accrued benefit that
was nonforfeitable before the Plan ceased to be Top-Heavy must remain so vested,
and that any Participant with five (5) or more Years of Credited Service shall
remain one hundred percent (100%) vested in his accrued benefit.
Section 17.5 Minimum Benefits
If the Plan is determined to be Top-Heavy for a Plan Year, the accrued benefit
derived from employer contributions of each Participant, calculated as of any
date from time to time, shall never be less than a monthly retirement income in
the form of a Single Life Annuity, or a benefit in another form as permitted in
Article VII that is actuarially equivalent to a Single Life Annuity, commencing
at the Normal Retirement Age of the Participant, the monthly amount of which is
equal to the Five-Year Average Compensation of the Participant multiplied by the
lesser of:
(a) Twenty percent (20%); and
(b) Two percent (2%) for each Includable Year of Participation, where:
(i) Five-Year Average Compensation means the Participant's average monthly
compensation for the five (5) consecutive Plan Years when the Participant had
the highest aggregate compensation (as defined in section 415 of the Code) from
a member of the Controlled Group; and
(ii) Includable Year of Participation means each year of Credited Service
for benefit accrual, excluding years of Credited Service completed in a Plan
Year beginning before January 1, 1984, and excluding Years of Credited Service
completed during a Plan Year when the Plan was not Top-Heavy.
Section 17.6 Adjustment to Combination Defined Benefit Plan and Defined
Contribution Plan Limitations
If the Plan is determined to be Top-Heavy for a Plan Year, Section 5.8 of the
Plan shall be applied by substituting "1.0" for "1.25" unless:
(a) Section 17.5 shall be applied by substituting "thirty percent (30%)" for
"twenty percent (20%)" and by substituting "three percent (3%)" for "two percent
(2%)"; and
(b) The present value of the accrued benefits of Key Employees does not
exceed ninety percent (90%) of the aggregate present value of the accrued
benefits of all Participants under the Plan.
ARTICLE XVIII - Provisions To Prevent Discrimination
Section 18.1 Restrictions of Benefits Upon Plan Termination
Notwithstanding any provision in this Plan to the contrary, in the event of plan
termination, the benefit of any Highly Compensated Employee ("HCE") as defined
in Section 414(q) of the Code (and any former HCE) is limited to a benefit that
is nondiscriminatory under Section 401(a)(4) of the Code.
Section 18.2 Restrictions on Distributions.
(a) General Rule. In any Plan Year, the payment of benefits to or on behalf
of a restricted employee, as defined below, shall not exceed an amount equal to
the payments that would be made to or on behalf of the restricted employee in
that year under:
(i) A straight life annuity that is the actuarial equivalent of the accrued
benefit and other benefits to which the restricted employee is entitled under
the plan (other than a social security supplement); and
(ii) A social security supplement, if any, that the restricted employee is
entitled to receive.
(b) Restricted Employee Defined. For purposes of this Section, the term
"restricted employee" generally means any HCE or former HCE. However, an HCE or
former HCE need not be treated as a restricted employee in the current Plan Year
if the HCE or former HCE is not one of the twenty-five (25) (or a larger number
chosen by the Employer) nonexcludable Employees and former Employees of the
Employer with the largest amount of compensation in the current or any prior
year.
(c) Benefit Defined. For purposes of this Section, the term "benefit"
includes, among other benefits, loans in excess of the amounts set forth in
Section 72(p)(2)(A) of the Code, any periodic income, any withdrawal values
payable to a living Employee or former Employee, and any death benefits not
provided for by insurance on the Employee's or former Employee's life.
(d) Nonapplicability in Certain Cases. The restrictions in this Section do
not apply, however, if any one of the following requirements is satisfied:
(i) After taking into account payment to or on behalf of the restricted
employee of all benefits payable to or on half of that restricted employee under
the Plan, the value of Plan assets equals or exceeds one hundred ten percent
(110%) of the value of current liabilities, as defined in Section 412(1)(7) of
the Code.
(ii) The value of the benefits payable to or on behalf of the restricted
employee is less than one percent (1%) of the value of current liabilities
before distribution.
(iii) The value of the benefits payable to or on behalf of the restricted
employee must not exceed the amount described in Section 411(a)(11)(A) of the
Code (restrictions on certain mandatory distributions).
(e) Determination of Current Liabilities. For purposes of this Section, any
reasonable and consistent method may be used for determining the value of
current liabilities and the value of current liabilities and the value of plan
assets.
Section 18.3 Purposes for Restriction
The restrictions imposed by the provisions of this Article XVIII are included
solely to meet the requirements of the amended Regulation Section
1.401(a)(4)-5(b). In the event that it should be determined by statute, court
decision, ruling by the Commissioner of Internal Revenue or otherwise, that the
provisions of this Article XVII are no longer necessary to qualify this Plan
under the Code, this Article XVIII shall become inoperative without the
necessity of further amendment.
ARTICLE XIX - Special Provisions
Section 19.1 No Right to Continued Employment
Nothing in this Plan shall be construed as an employment contract between the
Company or an Affiliated Company and any Employee. Participation in this Plan
shall not give any Employee the right to be retained in the employ of the
Company or any Affiliated Company, or Foreign Affiliate, or to have any right or
interest in this Plan, the insurance company contracts, or the Trust Fund other
than as herein provided.
Section 19.2 Payments and Liabilities Not Attributable to Affiliated
Companies
Any payment to any Participant, or his legal representatives, made in accordance
with the provisions of this Plan shall, to the extent thereof, be in full
satisfaction of all claims hereunder against any insurance company, any Trustee,
and the Affiliated Companies. To the extent permitted by ERISA, no Participant
shall have any claim arising hereunder against the Company or any of the
Affiliated Companies, their officers, directors, creditors or shareholders. The
Participants shall have only the right to look to any Trustee or insurance
company for benefits payable from the Trust Fund or the insurance company
contract.
Section 19.3 Interpretation of Agreement
Except to the extent preempted by ERISA, this Plan shall be construed,
administered and governed in all respects under and by the laws of the State of
Missouri.
Section 19.4 Required Participant Information
Participants must furnish to the Plan Administrator such documents, evidence or
information as it considers necessary or desirable for the purpose of
administering this Plan, or to protect the Company, any Trustee, or any
insurance company; and it shall be a condition of this Plan that each such
person must furnish such information promptly and sign such documents before any
benefits become payable under this Plan.
Section 19.5 Participants' Mailing Addresses
Each Participant entitled to benefits under the Plan must file with the Plan
Administrator in writing his post office address and each change of post office
address. Any communication, statement, or notice addressed to such a person at
his latest post office address as filed with the Plan Administrator will be
binding upon such person for all purposes of this Plan and no Trustee, insurance
company, or the Company or Affiliated Company shall be obliged to search for, or
ascertain the whereabouts of any such person.
Section 19.6 Change of Status
Except as may be provided in Appendix B, an Employee of the Company or an
Affiliated Company who is a Participant in another defined benefit plan
sponsored by the Company or an Affiliated Company and who later becomes eligible
for coverage under this Plan, or vice versa, shall receive credit under this
Plan, or vice versa, for all vesting Credited Services accrued under the other
plan, or vice versa. His benefit shall be calculated as follows:
(a) For the time the Employee was covered under the other plan, his benefit
will be calculated and accrued pursuant to the benefit formula contained in that
plan.
(b) For the time the Employee was covered under this Plan, his benefit will
be calculated pursuant to Section 5.1 using all Credited Service under both
plans multiplied by a fraction, the numerator of which is Credited Service the
Employee earned under the Plan and the denominator of which is the total
Credited Service under all plans. The Participant's final Average Annual
Earnings will be his actual Average Annual Earnings regardless of which payroll
he is paid under at the time of his retirement or termination.
(c) Each plan shall pay the benefit earned in accordance with its terms.
Section 19.7 Transfers From Controlled Corporations Which Are Not Affiliated
Companies
If a Participant is transferred to an Affiliated Company from a domestic or
foreign corporation in which Ralston Purina Company owns directly or indirectly
voting stock and which is not an Affiliated Company of this Plan, service with
that corporation during such time as it is a controlled corporation shall be
treated as Credited Service under this Plan in order to determine if the
Participant meets the vesting requirements of Article IV. The provisions of
this Section 19.7 shall in no event be administered to provide any Participant
with retirement benefits relating to the same period of employment under more
than one retirement plan. The provisions of this Section shall apply only with
respect to Credited Service earned up to the adoption date of this restatement.
No Credited Service shall be earned under this Section after such adoption date.
Section 19.8 Transferred Employees and Payment Source
In any case where a transfer of employment occurs in accordance with the
foregoing provisions of Sections 19.6 to 19.7, if the Plan Administrator
determines that it is desirable that a transferred Employee receive all his
retirement benefits from one source, the Plan Administrator may direct any
Trustee to accept any amounts transferred by an Affiliated Company or any
insurance company or trustee paying benefits under any other retirement plan of
such Affiliated Company in order to provide under this Plan the full retirement
benefit of an Employee who has earned any part of his retirement benefit under
any other retirement plan of an Affiliated Company.
Section 19.9 Plan Maintained for Exclusive Benefit of Participants
The Plan shall be maintained for the exclusive benefit of its Participants, and
it is intended that it shall qualify as a pension plan under the provisions of
Section 401 of the Internal Revenue Code. Except as provided in Section 15.3
(relating to remaining amounts after the satisfaction of all Plan liabilities in
the event of a termination) and except as provided in Section 19.10, Plan assets
shall never inure to the benefit of the Company or any Affiliated Company.
Section 19.10 Return of Employer Contributions
Notwithstanding the provisions of Section 19.9, a contribution may be returned
to the Company or the Affiliated Company making it to the extent permitted by
ERISA, Title I, Section 403(c)(2), to wit:
(a) if the contribution is made by a mistake of fact and is returned within
one year;
(b) if the contribution is conditioned upon qualification of the Plan under
Internal Revenue Code Section 401 and the contribution is returned within one
year after the denial of the qualification of the Plan; or
(c) if the contribution is conditioned upon the deductibility of the
contribution under Internal Revenue Code Section 404 and the contribution is
returned within one year after the deduction is disallowed.
Section 19.11 Employer Withholding
If the Company or an Affiliated Company is required to and does withhold
federal, state, local or foreign taxes owing by a Participant on a retirement
benefit payment, the Plan Administrator shall withhold and remit such taxes to
the Company or the Affiliated Company as its agent.
Section 19.12 Spinoff or Merger of Assets or Liabilities
At the direction of the Board of Directors or its designee, any amount of the
assets of this Plan held by any Trustee and/or any amount of the liabilities of
this Plan may be transferred to any other plan qualified under Section 401(a) of
the Code. In a similar manner, the Board of Directors or its Designee may
direct that any assets and/or any liabilities of any other plan qualified under
Section 401(a) of the Code may be merged into this Plan.
Section 19.13 Merger, Consolidation or Transfer of Assets
Plan or any trust funding a part thereof shall not be merged or consolidated
with nor shall any of its assets or liabilities be transferred to any other
plan, unless the benefits payable to each Participant if the Plan was to
terminate immediately after such action would be equal to or greater than the
benefits to which such Participant would have been entitled had this Plan been
terminated immediately before such action. In the event that another plan is
merged into this Plan, and the Plan is subsequently terminated or spun off
within five (5) years of the date of such merger, Plan assets shall first be
allocated for the benefits of Participants to the extent of the present value of
such Participants' benefits as of the date of the merger.
Section 19.14 Agreement Binding Upon All Successors
This Plan shall be binding upon the Company, all the Affiliated Companies, their
successors and assigns; upon the Participants, their heirs, beneficiaries and
legal representatives; and upon the Plan Administrator, and Trustee, any
insurance company, Investment Manager, and other named fiduciaries, their
successors and assigns.
Section 19.15 Titles
The titles are for reference only. In the event of a conflict between a title
and the content of a section, the content of the section shall apply.
Section 19.16 Construction
Whenever appropriate, words used in this Plan in the singular may include the
plural, or the plural may be read in the singular, or the masculine may be read
as the feminine or neuter, or interchangeably.
Section 19.17 Severability
If any provision of the Plan is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect to the greatest extent possible and without
being impaired or invalidated in any way.
Section 19.18 Counterparts
This Plan may be executed in one or more counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 19.19 Non-Alienation of Retirement Benefits
The retirement benefits payable and/or the underlying interest of a Participant
and his Beneficiaries under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary. The Company or Affiliated Companies, the Plan Administrator, the
Trustee and any insurance company shall not in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any
person entitled to benefits hereunder.
Nothing in this Section 19.19 shall be construed so as to prohibit the Plan
Administrator from complying with the provisions of a domestic relations order
issued by a court of competent jurisdiction which the Committee finds to be a
Qualified Domestic Relations Order pursuant to Section 414(p) of the Code.
Section 19.20 Special Vesting of Participants who were Employees of
Foodservices, Inc.
Participants in this Plan who were employees of Foodservices, Inc. shall have a
fully vested interest in their accrued benefit earned through the closing date
of the Foodservices, Inc. Purchase Agreement.
Section 19.21 Special Provision for Female Employees with an Age Sixty (60)
Normal Retirement Date
If a female was a Participant prior to January 1, 1967 in a Predecessor Plan,
the amount of retirement benefit accrued prior to January 1, 1968 shall not be
reduced for Early Retirement for any months after such female Participant's
attainment of age sixty (60).
<PAGE>
IN WITNESS WHEREOF, the Ralston Purina Company has caused these presents to
be executed by a duly authorized officer of Ralston Purina Company as of January
1, 1999.
RALSTON PURINA COMPANY
ATTEST:
______________________________ ____________________________________
C. S. Sommer
Vice President and Director, Administration
<PAGE>
APPENDIX A
TABLE OF ACTUARIAL ASSUMPTIONS
For Annuity Starting Dates on or after January 1, 1999:
1. Sections 1.1A, 2.3B, 5.1, 5.5, 6.2A, 6.4A, 7.1, 7.3F, 7.4, and 17.(unless
otherwise provided for therein:
Applicable Interest Rate and Applicable Mortality Table
2. Section 5.6 (Section 415 Limits): as provided for therein
3. Sections 7.2 and 7.3A-- See attached tables.
4. Plan Sections where actuarial equivalence not specified within such
Section or subsection or not specified above: GAM 83 mortality table, and 7%
interest rate.
<PAGE>
APPENDIX B
PRODUCTION PLAN PROVISIONS
Effective September 30, 1996, the Purina Retirement Plan for Production
Employees was merged into this Plan (the "Production Plan"). The terms of the
Plan applicable to the Participants covered by the Production Plan shall be
governed by this Appendix B on and after October 1, 1996, and not other
provisions of this Plan; provided however, that effective January 1, 1999, the
Cash Balance Benefit shall be available to Production Employees. Specifically,
no Participant in this Appendix B shall be eligible for the Pension Equity
Benefit or other terms not set forth in this Appendix B, except for those
provisions relating exclusively to the Cash Balance Benefit.
Furthermore, notwithstanding anything herein to the contrary, effective June 2,
1997, Fiber Sales production employees shall accrue benefits under the
Production Plan provisions and not under other Plan provisions.
<PAGE>
APPENDIX C
METHODOLOGY TO BE FOLLOWED IN DETERMINING BENEFIT PAYABLE UNDER
PENSION EQUITY PROVISIONS, CONSIDERING UNION CARBIDE OFFSET
1. Calculate value of Pension Equity Benefit, taking into account all
Credited Service and Average Annual Earnings as permitted under a FAP Benefit
calculated with reference to Article XII.
2. Convert such Pension Equity Benefit into an immediate annuity using
Actuarial Equivalent factors generally applicable under the Plan for such
conversions.
3. Determine the FAP Benefit accrued to January 1, 1999 payable at the
Annuity Starting Date. If the Participant is eligible for Early Retirement,
reduce the FAP Benefit accrued to January 1, 1999 for early commencement using
the Plan's early retirement reduction factors. If the Participant is younger
than age 55 apply the factors from the following table interpolated for
fractional ages:
AGE E.R. FACTOR AGE E.R. FACTOR
--- ----------- --- -----------
55 50.0% 40 15.3%
54 46.0% 39 14.2%
53 42.3% 38 13.2%
52 38.9% 37 12.3%
51 35.9% 36 11.4%
50 33.1% 35 10.6%
49 30.6% 34 9.9%
48 28.2% 33 9.2%
47 26.1% 32 8.6%
46 24.2% 31 8.0%
45 22.4% 30 7.4%
44 20.7% 29 6.9%
43 19.2% 28 6.4%
42 17.8% 27 6.0%
41 16.5% 26 5.6%
25 5.2%
24 4.9%
23 4.5%
22 4.2%
21 3.9%
<PAGE>
APPENDIX C
METHODOLOGY TO BE FOLLOWED IN DETERMINING BENEFIT PAYABLE UNDER
PENSION EQUITY PROVISIONS CONSIDERING UNION CARBIDE OFFSET (CONT.)
4. The "gross annuity" (i.e., prior to reflecting the offset provided by
Article XII) would be the greater of (2) and (3).
5. Determine Carbide Plan Benefit payable as of the Annuity Starting Date.
- - If participant is Early Retirement eligible under Article XII of the Plan,
apply UCC early retirement reduction factors under Section 12.2 to the Carbide
Plan Benefit.
- - If Participant is younger than age 50, apply the appropriate factor from
the following table - interpolate for fractional ages:
AGE E.R. FACTOR AGE E.R. FACTOR
--- ----------- --- -----------
50 20.0% 37 7.4%
49 18.5% 36 6.9%
48 17.1% 35 6.4%
47 15.8% 34 6.0%
46 14.6% 33 5.6%
45 13.5% 32 5.2%
44 12.5% 31 4.8%
43 11.6% 30 4.5%
42 10.8% 29 4.2%
41 10.0% 28 3.9%
40 9.3% 27 3.6%
39 8.6% 26 3.4%
38 8.0% 25 3.2%
24 2.9%
23 2.7%
22 2.6%
21 2.4%
6. Subtract (5) from (4) - this is the net annuity payable from the Plan as
a single life annuity with 60 monthly payments guaranteed.
7. To determine the single sum payable, multiply the Actuarial Equivalent
factor used in step (2) by the net annuity developed in step (6).
<PAGE>
APPENDIX E
VOLUNTARY ENHANCED RETIREMENT OPTION
EVEREADY BATTERY COMPANY
FIELD SALES ORGANIZATION
Any other provision of the Plan to the contrary notwithstanding, the following
provisions of this Appendix E set forth the early retirement window program
effective as of January 19, 1993 for Eligible Participants as defined in this
Appendix E. To the extent of any inconsistency between the terms of the Plan
and the terms of this Appendix E, the provisions of this Appendix E shall
control.
1. Purpose and Intent. This program is intended to assist the Company in
------------------
effecting a reduction in force in a voluntary and amicable manner by providing
financial assistance and exit incentives to a limited group of employees most
likely to be contemplating a separation from service for reasons of early
retirement. This program is intended to constitute a "voluntary early
retirement incentive plan" within the meaning of the Age Discrimination in
Employment Act.
2. Definitions. For purposes of this Appendix E, the following terms shall
-----------
have the following meanings:
(a) "Election Period" means that period commencing on January 19, 1993
and ending on March 3, 1993.
(b) "Eligible Participant" means:
(i) an active Employee of the Company as of January 19, 1993;
(ii) who is employed in the Eveready field sales and customer
service organization, excluding Employees in the job categories of supervisory
director and above as of January 19, 1993;
(iii) whose employment is not terminated for cause or death prior
to the Employee's Window Retirement Date; and
(iv) who will have attained age fifty and completed at least ten
years of Credited Service as of December 31, 1993.
(c) "Applicable Retirement Date" means such EBC Early Retirement Date
as may be elected by the Eligible Participant in accordance with procedures
prescribed by the Company.
3. Option. In the case of an Eligible Participant who so elects during the
------
period prescribed by the Company, a retirement benefit shall be payable as
determined in accordance with Section 12.4 of the Plan, with the following
modifications: as of the Applicable Retirement Date, three years shall be added
to the Eligible Participant's age and three years shall be added to his
accumulated Future Service.
<PAGE>
APPENDIX F
ENHANCED RETIREMENT BENEFIT
EVEREADY BATTERY COMPANY
FREMONT FACILITY
Any other provision of the Plan to the contrary notwithstanding, the following
provisions of this Appendix F set forth the enhanced retirement benefit program
for Eligible Participants as defined in this Appendix F. To the extent of any
inconsistency between the terms of the Plan and the terms of this Appendix F,
the provisions of this Appendix F shall control.
1. Purpose and Intent. This program is intended to assist the Company in
------------------
effecting a reduction in force by providing financial assistance to a limited
group of employees affected by the closing of the Fremont, Ohio facility of the
Eveready Battery Company.
2. Definitions. For purposes of this Appendix F, an "Eligible Participant"
-----------
means:
(a) an active Employee of the Company who is employed at the
Fremont, Ohio facility;
(b) who is employed continuously by the Company from June 3, 1997
through the closing of the Fremont, Ohio facility and immediately thereafter has
a retirement date under Section 12 of the Plan; and
(c) who will have attained age 48 and completed at least eight years of
Credited Service or had attained age 55 and completed at least two years of
Credited Service as of the date of the closing of the Fremont, Ohio facility.
3. Benefit. In the case of an Eligible Participant, a retirement benefit
-------
shall be payable as determined in accordance with Section 12.4 of the Plan, with
the following modifications: as of the Eligible Participant's retirement date,
three years shall be added to the Eligible Participant's age and three years
shall be added to his accumulated Future Service; provided, however, that in no
event shall any Eligible Participant's service credit exceed 40 years.
<PAGE>
APPENDIX G
VOLUNTARY ENHANCED RETIREMENT OPTION
EVEREADY BATTERY COMPANY
WESTLAKE AND ST. LOUIS
Any other provision of the Plan to the contrary notwithstanding, the following
provisions of this Appendix G set forth the early retirement window program
effective as of July, 1997 for Eligible Participants as defined in this Appendix
G. To the extent of any inconsistency between the terms of the Plan and the
terms of this Appendix G, the provisions of this Appendix G shall control.
1. Purpose and Intent. This program is intended to assist the Company in
------------------
effecting a reduction in force in a voluntary and amicable manner by providing
financial assistance and exit incentives to a limited group of employees most
likely to be contemplating a separation from service for reasons of early
retirement. This program is intended to constitute a "voluntary early
retirement incentive plan" within the meaning of the Age Discrimination in
Employment Act.
2. Definitions. For purposes of this Appendix G, the following terms shall
-----------
have the following meanings:
(a) "Election Period" means the 45-day period following the date the
benefit offered under this Appendix is first offered to the Eligible
Participant.
(b) "Eligible Participant" means either:
(i) an active Employee of the Company as of February 1, 1998, who is a
Participant in the Plan, and who is either (A) employed as a regular Employee
with a job grade less than or equal to grade 17 in the accounting, human
resource, logistics and purchasing departments of the Eveready Westlake Facility
who will have attained age 55 and completed at least 25 years of Credited
Service as of February 1, 1998 or (B) ; or employed as a regular Employee with a
job grade less than or equal to grade 17 in the engineering department of the
Eveready Westlake Facility who will have attained age 55 and completed at least
35 years of Credited Service as of February 1, 1998; or
(ii) financial, accounting and information systems employees who are
selected by the Company, who are Participants in the Plan, who are employed on
the St. Louis headquarters payroll and who will have attained age 50 and
completed ten years of Credited Service on or before the Employee's retirement
date.
(c) "Applicable Retirement Date" means such EBC Early Retirement Date
or other retirement date as may be elected by the Eligible Participant in
accordance with procedures prescribed by the Company.
3. Option. In the case of an Eligible Participant who so elects during the
------
Election Period, a retirement benefit shall be payable as determined in
accordance with Section 12.4 of the Plan, with the following modifications: as
of the Applicable Retirement Date, three years shall be added to the Eligible
Participant's age and three years shall be added to his accumulated Future
Service; provided, however, that in no event shall any Eligible Participant's
service credit exceed 40 years.
<PAGE>
APPENDIX H
ENHANCED RETIREMENT BENEFIT
EVEREADY BATTERY COMPANY
CUSTOMER SERVICE EMPLOYEES
Any other provision of the Plan to the contrary notwithstanding, the following
provisions of this Appendix H set forth the enhanced retirement benefit program
for Eligible Participants as defined in this Appendix H. To the extent of any
inconsistency between the terms of the Plan and the terms of this Appendix H,
the provisions of this Appendix H shall control.
1. Purpose and Intent. This program is intended to assist the Company in
------------------
effecting a reduction in force by providing financial assistance to a limited
group of customer service employees of the Eveready Battery Company, in
connection with the closing of selected offices of the Company.
2. Definitions. For purposes of this Appendix H, an "Eligible Participant"
-----------
means:
(a) an active regular Employee of the Company who is employed at the
Eveready customer service offices in San Francisco, Saddlebrook and Duluth as of
February 19, 1998;
(b) who was a Participant in the Plan as of December 31, 1997 and who
will have attained age 48 and completed at least eight years of Credited Service
as of the individual's termination date; or became a Participant in the Plan as
of December 31, 1997 and who will have attained age 55 and completed at least
two years of Credited Service as of the individual's termination date.
3. Benefit. In the case of an Eligible Participant, a retirement benefit
-------
shall be payable as determined in accordance with Section 12.4 of the Plan, with
the following modifications: as of the Eligible Participant's retirement date,
three years shall be added to the Eligible Participant's age and three years
shall be added to his accumulated Future Service; provided, however, that in no
event shall any Eligible Participant's service credit exceed 40 years, and
provided that actual age shall be used to determine eligibility for benefit
commencement under the Plan.
<PAGE>
APPENDIX I
VOLUNTARY ENHANCED RETIREMENT OPTION
EVEREADY BATTERY COMPANY
Any other provision of the Plan to the contrary notwithstanding, the following
provisions of this Appendix I set forth the early retirement window program
effective as of January 31, 1998 for Eligible Participants as defined in this
Appendix I. To the extent of any inconsistency between the terms of the Plan
and the terms of this Appendix I, the provisions of this Appendix G shall
control.
1. Purpose and Intent. This program is intended to assist the Company in
------------------
effecting a reduction in force in a voluntary and amicable manner by providing
financial assistance and exit incentives to a limited group of employees most
likely to be contemplating a separation from service for reasons of early
retirement. This program is intended to constitute a "voluntary early
retirement incentive plan" within the meaning of the Age Discrimination in
Employment Act.
2. Definitions. For purposes of this Appendix I, the following terms shall
-----------
have the following meanings:
(a) "Election Period" means the 45-day period following the date the
benefit offered under this Appendix is first offered to the Eligible
Participant.
(b) "Eligible Participant" means an active Employee of the Company who
is on Eveready's payroll as of January 31, 1998 (other than the Chief Executive
officer of Eveready) and who will have attained age 50 and completed 10 years of
Credited Service as of July 1, 1998, except regular Employees who (i) elected
the voluntary early retirement option offered in May, 1997, (ii) is on the
payroll or are receiving pay under the terms of a signed separation agreement at
the time the benefit described in this Appendix is offered, (iii) is an Employee
in the Edgewater Facilities Service Group or Edgewater Battery Testing Group, or
(iv) is eligible for the Plan enhancement offered to the Eveready customer
service employees in San Francisco, Saddlebrook and Duluth.
(c) "Applicable Retirement Date" means such EBC Early Retirement Date
as may be elected by the Eligible Participant in accordance with procedures
prescribed by the Company no later than September 30, 1998, or in exceptional
cases, thereafter based on the reasonable business needs of the Company.
3. Option. In the case of an Eligible Participant who so elects during the
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period prescribed by the Company, a retirement benefit shall be payable as
determined in accordance with Section 12.4 of the Plan, with the following
modifications: as of the Applicable Retirement Date, three years shall be added
to the Eligible Participant's age and three years shall be added to his
accumulated Future Service; provided, however, that in no event shall any
Eligible Participant's service credit exceed 40 years.
