Registration No. 33 - ________________________
As filed with the Securities and Exchange Commission on March 27, 1998
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
REGAL-BELOIT CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0875718
(State of Incorporation) (I.R.S. Employer Identification Number)
200 State Street
Beloit, WI 53511
(Address of principal executive offices, including Zip Code)
____________________
REGAL-BELOIT CORPORATION SAVINGS & PROTECTION PLAN
(Full Title of the Plan)
____________________
James L. Packard
Chairman, President and CEO
Regal-Beloit Corporation
200 State Street
Beloit WI 53511
(Name and address of agent for service)
(608) 364-8800
(Telephone Number, including area code, of agent for service)
____________________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
<S> <C> <C> <C>
Proposed
Title of securities Amount to maximum aggregate Amount of
to be registered be registered offering price (1) registration fee
__________________________________________________________________________________________________
Interests in Savings & (2) $1,500,000 $442.50
Protection Plan
_____________________________________________________________________________
</TABLE>
[FN]
(1) Computed pursuant to Rule 457(h), only with respect to the estimate
aggregate employee contributions through December 31, 2007.
(2) An indeterminate number of shares as may be purchased from time to time at
market prices for allocation to the amounts of employees participating in
the Plan. Based on a market price of $31.50 on March 23, 1998, and based
on estimate aggregate employee contributions allocated to the
Company Stock Fund of $1,500,000 through December 31, 2007, a maximum of
47,619 shares would need to be registered at this time.
</FN>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
1. The Company's annual report filed on Form 10-K for the year ended
December 31, 1997.
2. The Company's Current Reports on Form 8-K filed as Exhibits 2.1 and
2.2 dated April 10, 1997 and 2.3 dated August 8, 1997.
3. The Company's proxy statement filed on Schedule 14A dated March
13, 1998.
4. The description of the Company's Common Stock as set forth in
Article 3 of the Articles of Amendment to the Articles of
Incorporation filed as Exhibit B to the 1994 Proxy Statement.
5. Bylaws of the Registrant filed as Exhibit C to the 1994 Proxy
Statement.
6. Agreement and Plan of Merger by and between the Registrant and Regal-
Beloit Corporation, dated as of April 18, 1994 filed as Exhibit A to
Annual Meeting Proxy Statement of Regal-Beloit Corporation dated
March 11, 1994.
7. The Company's Registration Statement on Form S-8 dated
October 28, 1988, Registration No. 33-25233.
All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the Exchange Act ) prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities
-------------------------
The securities being offered pursuant to the Registration consist of
participation interests in the Plan which consist of the Company's common stock
at $0.01 par value and a cash component. These securities are purchased by
employees thorough payroll deferral. The securities have been previously
registered by the Company and are purchased on the open market.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable
<PAGE>
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Under the provisions of Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law and Article VIII of the Bylaws of the Company, directors,
officers and persons controlling the Company are indemnified by the Company
under certain circumstances for certain liabilities and expenses. In addition,
officers and directors of the Company are insured, under a policy of insurance
paid for by the Company, under certain circumstances for certain liabilities and
expenses.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable
Item 8. Exhibits
-------
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
<PAGE>
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided that
the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date
of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section (10)(a)(3) of the Securities Act or
Rule 3-19 of Regulation S-X if such financial statements and
information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Form F-3.
(b) That, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act 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 and
will be governed by the final adjudication of such issue.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Exhibit No. Description
- ----------- -----------
4.1 Regal-Beloit Corporation Savings & Protection Plan effective
October 1, 1997, as amended October 2, 1989.
4.2 Regal-Beloit Corporation Master Trust Agreement effective
November 1, 1997.
23.1 Consent of Arthur Andersen, LLP
24.1 Powers of Attorney (filed herein)
24.2 Signature of Marshall & Ilsley Trust Company (Trustee)
99 Internal Revenue Service determination letter of tax qualified
status dated January 20, 1993.
</TABLE>
<PAGE>
EXHIBIT 4.1
ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE SECTION 401(k) PROFIT SHARING PLAN
The undersigned, Regal-Beloit Corporation ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the Marshall &
Ilsley Trust Company Defined Contribution Master Plan (basic plan document #01)
by adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The Employer makes the following elections granted
under the provisions of the Master Plan.
ARTICLE I
DEFINITIONS
1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
-------
(Choose (a) or (b))
[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.
[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian executes the
Adoption Agreement.]
1.03 PLAN. The name of the Plan as adopted by the Employer is Regal-Beloit
----
Corporation Savings and Protection Plan.
1.07 EMPLOYEE. The following Employees are not eligible to participate in
--------
the Plan: (Choose (a) or at least one of (b) through (g))
[ ] (a) No exclusions.
[ ] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan,
the Employer must be able to provide evidence that retirement benefits
were the subject of good faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned income (as defined
in Code Section 911(d)(2)) from the Employer which constitutes United
States source income (as defined in Code Section 861(a)(3)).
[ ] (d) Commission Salesmen.
[ ] (e) Any Employee compensated on a salaried basis.
[ ] (f) Any Employee compensated on an hourly basis.
[X] (g) (Specify) all employees other than union employees of the Foote-
------------------------------------------------------
Jones Division and the Velvet Drive Transmissions Division (whose
-----------------------------------------------------------------
collective bargaining agreement provides for participation hereunder).
---------------------------------------------------------------------
Leased Employees. Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose (h) or (i))
[X] (h) Not eligible to participate in the Plan.
<PAGE>
[ ] (i) Eligible to participate in the Plan, unless excluded by reason
of an exclusion classification elected under this Adoption Agreement
Section 1.07.
Related Employers. If any member of the Employer's related group (as defined
in Section 1.30 of the Plan) executes a Participation Agreement to this
Adoption Agreement, such member's Employees are eligible to participate in
this Plan, unless excluded by reason of an exclusion classification elected
under this Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))
[X] (j) No other related group member's Employees are eligible to
participate in the Plan.
[ ] (k) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason
of an exclusion classification elected under this Adoption Agreement
Section 1.07:__________________________________________.
1.12 COMPENSATION.
------------
Treatment of elective contributions. (Choose (a) or (b))
[X] (a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.
[ ] (b) "Compensation" does not include elective contributions.
Modifications to Compensation definition. (Choose (c) or at least one of
(d) through (j))
[ ] (c) No modifications other than as elected under Options (a) or (b).
[ ] (d) The Plan excludes Compensation in excess of $__________________
___________________.
[X] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for Federal
income tax withholding purposes, subject to any other election under
this Adoption Agreement Section 1.12.
[ ] (f) The Plan excludes bonuses.
[ ] (g) The Plan excludes overtime.
[ ] (h) The Plan excludes Commissions.
[ ] (i) Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not
executed a Participation Agreement in this Plan unless, pursuant
to Adoption Agreement Section 1.07, the Employees of that
related employer are eligible to participate in this Plan.
[ ] (j) (Specify) ___________________________________________________.
If, for any Plan Year, the Plan uses permitted disparity in the contribution
or allocation formula elected under Article III, any election of Options
(f), (g), (h) or (j) is ineffective for such Plan Year with respect to any
Nonhighly Compensated Employee.
<PAGE>
Special definition for matching contributions. "Compensation" for purposes
of any matching contribution formula under Article III means: (Choose (k)
or (l) only if applicable)
[ ] (k) Compensation as defined in this Adoption Agreement Section 1.12.
[ ] (l) (Specify) _____________________________________________________.
Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)
[X] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine
the amount of the Employee's salary reduction contribution for the
withholding period: (Choose (1) or (2))
[ ] (1) After the reduction for such period of elective
contributions to the other plan(s).
[ ] (2) Prior to the reduction for such period of elective
contributions to the other plan(s).
[ ] (o) (Specify) _________________________________________________.
1.17 PLAN YEAR/LIMITATION YEAR.
-------------------------
Plan Year. Plan Year means: (Choose (a) or (b))
[X] (a) The 12 consecutive month period ending every December 31.
-----------
[ ] (b) (Specify) _________________________________________________.
Limitation Year. The Limitation Year is: (Choose (c) or (d))
[X] (c) The Plan Year.
[ ] (d) The 12 consecutive month period ending every _____.
1.18 EFFECTIVE DATE.
--------------
New Plan. The "Effective Date" of the Plan is ______.
Restated Plan. The restated Effective Date is February 1, 1998.
----------------
This Plan is a substitution and amendment of an existing retirement
plan(s) originally established October 1, 1987. [Note: See the Effective Date
---------------
Addendum.]
1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
---------------
(Choose (a) or (b))
[X] (a) The actual method.
<PAGE>
[ ] (b) The __________ equivalency method, except:
[ ] (1) No exceptions.
[ ] (2) The actual method applies for purposes of: (Choose at
least one)
[ ] (i) Participation under Article II.
[ ] (ii) Vesting under Article V.
[ ] (iii) Accrual of benefits under Section 3.06.
[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]
1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
--------------------------------
service the Plan must credit by reason of Section 1.29 of the Plan, the
Plan credits Service with the following predecessor employer(s): n/a.
---
Service with the designated predecessor employer(s) applies: (Choose at
least one of (a) or (b); (c) is available only in addition to (a) or (b))
[ ] (a) For purposes of participation under Article II.
[ ] (b) For purposes of vesting under Article V.
[ ] (c) Except the following Service: ______________________________.
[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]
1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the
----------------
Plan and also participates in a plan maintained by the leasing
organization: (Choose (a) or (b))
[ ] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without
taking into account the Leased Employee's allocation, if any, under
the leasing organization's plan.
[X] (b) The Advisory Committee will reduce a Leased Employee's
allocation of Employer nonelective contributions (other than
designated qualified nonelective contributions) under this Plan
by the Leased Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is attributable to the
Leased Employee's service provided to the Employer. The leasing
organization's plan:
[X] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.
[ ] (2) Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
-----------
Eligibility conditions. To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions: (Choose (a) or (b) or
both; (c) is optional as an additional election)
[X] (a) Attainment of age 18 (specify age, not exceeding 21).
[X] (b) Service requirement. (Choose one of (1) through (3))
[ ] (1) One Year of Service.
[X] (2) 6 months (not exceeding 12) following the Employee's
-
Employment Commencement Date.
[ ] (3) One Hour of Service.
[X] (c) Special requirements for non-401(k) portion of plan. (Make
elections under (1) and under (2))
(1) The requirements of this Option (c) apply to participation
in: (Choose at least one of (i) through (iii))
[X] (i) The allocation of Employer nonelective contributions
and Participant forfeitures.
[ ] (ii) The allocation of Employer matching contributions
(including forfeitures allocated as matching
contributions).
[ ] (iii) The allocation of Employer qualified nonelective
contributions.
(2) For participation in the allocations described in (1),
the eligibility conditions are: (Choose at least one of
(i) through (iv))
[X] (i) For union employees of the Foote - Jones Division,
one-half year of continuous service defined as 500
hours of service, of for all eligible employees 1
-
(one or two) Year(s) of Service, without an intervening
Break in Service (as described in Section 2.03(A) of
the Plan) if the requirement is two Years of Service.
[ ] (ii) (not exceeding 24) following the Employee's
Employment Commencement Date.
[ ] (iii) One Hour of Service.
[ ] (iv) Attainment of age _____ (Specify age, not
exceeding 21).
Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose
(d), (e) or (f))
[X] (d) Semi-annual Entry Dates. The first day of the Plan Year and
the first day of the seventh month of the Plan Year.
<PAGE>
[ ] (e) The first day of the Plan Year.
[ ] (f) (Specify entry dates) ______________________________________.
Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option
(c)(1)), unless excluded under Adoption Agreement Section 1.07, on the
Plan Entry Date (if employed on that date): (Choose (g), (h) or (i))
[X] (g) immediately following
[ ] (h) immediately preceding
[ ] (i) nearest
the date the Employee completes the eligibility conditions described in
Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption
Agreement Section 2.01. [Note: The Employer must coordinate the
selection of (g), (h) or (i) with the "Plan Entry Date" selection in (d),
(e) or (f). Unless otherwise excluded under Section 1.07, the Employee
must become a Participant by the earlier of: (1) the first day of the Plan
Year beginning after the date the Employee completes the age and service
requirements of Code Section 410(a); or (2) 6 months after the date the
Employee completes those requirements.]
Dual eligibility. The eligibility conditions of this Section 2.01 apply
to: (Choose (j) or (k))
[X] (j) All Employees of the Employer, except: (Choose (1) or (2))
[ ] (1) No exceptions.
[X] (2) Employees who are Participants in the Plan as of the
Effective Date.
[ ] (k) Solely to an Employee employed by the Employer after ______.
If the Employee was employed by the Employer on or before the
specified date, the Employee will become a Participant: (Choose
(1), (2) or (3))
[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age _____ (not to
exceed 21).
[ ] (2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. If the restated Plan
required more than one Year of Service to participate, the
eligibility condition under this Option (2) for participation
in the Code Section 401(k) arrangement under this Plan is one
Year of Service for Plan Years beginning after December 31, 1988.
[For restated plans only]
[ ] (3) (Specify) ____________________________________________.
2.02 YEAR OF SERVICE - PARTICIPATION.
-------------------------------
Hours of Service. An Employee must complete: (Choose (a) or (b))
[X] (a) 1,000 Hours of Service
[ ] (b) ________ Hours of Service
during an eligibility computation period to receive credit for a Year of
Service. [ Note: The Hours of Service requirement may not exceed 1,000.]
Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the
eligibility computation period as: (Choose (c) or (d))
[ ] (c) The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.
[X] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.
2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
---------------------------
[X] (a) Does not permit an eligible Employee or a Participant to elect not
to participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following
rules: (Complete (1), (2), (3) and (4))
(1) An election is effective for a Plan Year if filed no later
than __________________________________.
(2) An election not to participate must be effective for at
least ____________ Plan Year(s).
(3) Following a re-election to participate, the Employee or
Participant:
[ ] (i) May not again elect not to participate for any
subsequent Plan Year.
[ ] (ii) May again elect not to participate, but not earlier
than the ________ Plan Year following the Plan Year in
which the re-election first was effective.
(4) (Specify) ________________________________________________
[Insert "N/A" if no other rules apply].
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
Part I. [Options (a) through (g)] Amount of Employer's contribution.
The Employer's annual contribution to the Trust will equal the total
amount of deferral contributions, matching contributions, qualified
nonelective contributions and nonelective contributions, as determined
under this Section 3.01. (Choose any combination of (a), (b), (c) and
(d), or choose (e))
[X] (a) Deferral contributions (Code Section 401(k) arrangement). (Choose (1)
or (2) or both)
[X] (1) Salary reduction arrangement. The Employer must contribute
the amount by which the Participants have reduced their
Compensation for the Plan Year, pursuant to their salary
reduction agreements on file with the Advisory Committee.
A reference in the Plan to salary reduction contributions is a
reference to these amounts.
[ ] (2) Cash or deferred arrangement. The Employer will contribute
on behalf of each Participant the portion of the Participant's
proportionate share of the cash or deferred contribution which he
has not elected to receive in cash. See Section 14.02 of the
Plan. The Employer's cash or deferred contribution is the amount
the Employer may from time to time deem advisable which the
Employer designates as a cash or deferred contribution prior to
making that contribution to the Trust.
[ ] (b) Matching contributions. The Employer will make matching contributions
in accordance with the formula(s) elected in Part II of this Adoption
Agreement Section 3.01.
[X] (c) Designated qualified nonelective contributions. The Employer, in
its sole discretion, may contribute an amount which it designates as
a qualified nonelective contribution.
[X] (d) Nonelective contributions. (Choose any combination of (1) through (4))
[X] (1) Discretionary contribution. The amount (or additional
amount) the Employer may from time to time deem advisable.
[ ] (2) The amount (or additional amount) the Employer may from time
to time deem advisable, separately determined for each of the
following classifications of Participants: (Choose (i) or (ii))
[ ] (i) Nonhighly Compensated Employees and Highly Compensated
Employees.
[ ] (ii) (Specify classifications) ____________________________.
Under this Option (2), the Advisory Committee will allocate the
amount contributed for each Participant classification in
accordance with Part II of Adoption Agreement Section 3.04, as
if the Participants in that classification were the only
Participants in the Plan.
[ ] (3) _____% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for which it
makes the contribution. [Note: The percentage selected may
not exceed 15%.]
[ ] (4) _____% of Net Profits but not more than $__________.
<PAGE>
[ ] (e) Frozen Plan. This Plan is a frozen Plan effective _______.
The Employer will not contribute to the Plan with respect to any
period following the stated date.
Net Profits. The Employer: (Choose (f) or (g))
[ ] (f) Need not have Net Profits to make its annual contribution under
this Plan.
[X] (g) Must have current or accumulated Net Profits exceeding $0 to make
-
the following contributions: (Choose at least one)
[ ] (1) Cash or deferred contributions described in Option (a)(2).
[ ] (2) Matching contributions described in Option (b), except:
___________________________________________.
[ ] (3) Qualified nonelective contributions described in Option (c).
[X] (4) Nonelective contributions described in Option (d).
The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of
account in accordance with generally accepted accounting practices
consistently applied without any deductions for Federal and state
taxes upon income or for contributions made by the Employer under this
Plan or under any other employee benefit plan the Employer maintains.
The term "Net Profits" specifically excludes N/A. [Note: Enter "N/A"
if no exclusions apply.]
If the Employer requires Net Profits for matching contributions and the
Employer does not have sufficient Net Profits under Option (g), it will
reduce the matching contribution under a fixed formula on a prorata basis
for all Participants. A Participant's share of the reduced contribution
will bear the same ratio as the matching contribution the Participant
would have received if Net Profits were sufficient bears to the total
matching contribution all Participants would have received if Net Profits
were sufficient. If more than one member of a related group (as defined
in Section 1.30) execute this Adoption Agreement, each participating
member will determine Net Profits separately but will not apply this
reduction unless, after combining the separately determined Net Profits,
the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and
accumulated Net Profits.
Part II. [Options (h) through (j)] Matching contribution formula.
[Note: If the Employer elected Option (b), complete Options (h), (i)
and (j).]
[ ] (h) Amount of matching contributions. For each Plan Year, the
Employer's matching contribution is: (Choose any combination of
(1), (2), (3), (4) and (5))
[ ] (1) An amount equal to _____% of each Participant's eligible
contributions for the Plan Year.
<PAGE>
[ ] (2) An amount equal to _____% of each Participant's first tier
of eligible contributions for the Plan Year, plus the
following matching percentage(s) for the following subsequent
tiers of eligible contributions for the Plan__________________
_______________________.
[ ] (3) Discretionary formula.
[ ] (i) An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem
advisable of the Participant's eligible contributions for
the Plan Year.
[ ] (ii) An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem
advisable of each tier of the Participant's eligible
contributions for the Plan Year.
[ ] (4) An amount equal to the following percentage of each
Participant's eligible contributions for the Plan Year, based
on the Participant's Years of Service:
Number of Years of Service Matching Percentage
-------------------------- -------------------
_____ _____%
_____ _____%
_____ _____%
_____ _____%
The Advisory Committee will apply this formula by determining
Years of Service as follows: __________________________________.
[ ] (5) A Participant's matching contributions may not: (Choose (i)
or (ii))
[ ] (i) Exceed _________________________________________________.
[ ] (ii) Be less than ___________________________________________.
Related Employers. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the related employers may
elect different matching contribution formulas by attaching to the
Adoption Agreement a separately completed copy of this Part II.
Note: Separate matching contribution formulas create separate current
benefit structures that must satisfy the minimum participation test
of Code Section 401(a)(26).]
[ ] (i) Definition of eligible contributions. Subject to the requirements
of Option (j), the term "eligible contributions" means: (Choose any
combination of (1) through (3))
[ ] (1) Salary reduction contributions.
[ ] (2) Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred
contribution which the Employer defers without the
Participant's election).
<PAGE>
[ ] (3) Participant mandatory contributions, as designated in
Adoption Agreement Section 4.01. See Section 14.04 of the Plan.
[ ] (j) Amount of eligible contributions taken into account. When
determining a Participant's eligible contributions taken into
account under the matching contributions formula(s), the following
rules apply: (Choose any combination of (1) through (4))
[ ] (1) The Advisory Committee will take into account all eligible
contributions credited for the Plan Year.
[ ] (2) The Advisory Committee will disregard eligible contributions
exceeding ______________________________________________________.
[ ] (3) The Advisory Committee will treat as the first tier of
eligible contributions, an amount not exceeding: ________________
___________________________________.
The subsequent tiers of eligible contributions are: _____________
___________________________________.
[ ] (4) (Specify) ___________________________________________________.
Part III. [Options (k) and (l)]. Special rules for Code Section 401(k)
Arrangement. (Choose (k) or (l), or both, as applicable)
[X] (k) Salary Reduction Agreements. The following rules and
restrictions apply to an Employee's salary reduction agreement: (Make
a selection under (1), (2), (3) and (4))
(1) Limitation on amount. The Employee's salary reduction
contributions: (Choose (i) or at least one of (ii) or (iii))
[ ] (i) No maximum limitation other than as provided in
the Plan.
[X] (ii) May not exceed 20% of Compensation for the Plan
Year, subject to the annual additions limitation
described in Part 2 of Article III and the 402(g)
limitation described in Section 14.07 of the Plan.
[X] (iii) Based on percentages of Compensation must equal
at least 1% of compensation.
------------------
(2) An Employee may revoke, on a prospective basis, a
salary reduction agreement: (Choose (i), (ii), (iii) or (iv))
[ ] (i) Once during any Plan Year but not later than _______
______________________________ of the Plan Year.
[ ] (ii) As of any Plan Entry Date.
[ ] (iii) As of the first day of any month.
<PAGE>
[X] (iv) (Specify, but must be at least once per Plan Year)
at such times as the Employer may determine.
-------------------------------------------
(3) An Employee who revokes his salary reduction agreement
may file a new salary reduction agreement with an effective
date: (Choose (i), (ii), (iii) or (iv))
[ ] (i) No earlier than the first day of the next Plan Year.
[ ] (ii) As of any subsequent Plan Entry Date.
[ ] (iii) As of the first day of any month subsequent to the
month in which he revoked an Agreement.
[X] (iv) (Specify, but must be at least once per Plan Year
following the Plan Year of revocation) at such times as the
--------------------
Employer may determine.
----------------------
(4) A Participant may increase or may decrease, on a
prospective basis, his salary reduction percentage or dollar
amount: (Choose (i), (ii), (iii) or (iv))
[ ] (i) As of the beginning of each payroll period.
[ ] (ii) As of the first day of each month.
[ ] (iii) As of any Plan Entry Date.
[x] (iv) (Specify, but must permit an increase or a decrease
at least once per Plan Year) at such times as the Empolyer
----------------------------
may determine.
-------------
[ ] (l) Cash or deferred contributions. For each Plan Year for which the
Employer makes a designated cash or deferred contribution, a
Participant may elect to receive directly in cash not more than
the following portion (or, if less, the 402(g) limitation described
in Section 14.07 of the Plan) of his proportionate share of that
cash or deferred contribution: (Choose (1) or (2))
[ ] (1) All or any portion.
[ ] (2) ______________________________________%.
3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section
14.06 and the elections under this Adoption Agreement Section 3.04.
Part I. [Options (a) through (d)]. Special Accounting Elections.
(Choose whichever elections are applicable to the Employer's Plan)
[ ] (a) Matching Contributions Account. The Advisory Committee will
allocate matching contributions to a Participant's: (Choose (1) or (2);
(3) is available only in addition to (1))
[ ] (1) Regular Matching Contributions Account.
[ ] (2) Qualified Matching Contributions Account.
<PAGE>
[ ] (3) Except, matching contributions under Option(s) __________
of Adoption Agreement Section 3.01 are allocable to the
Qualified Matching Contributions Account.
[X] (b) Special Allocation Dates for Salary Reduction Contributions.
The Advisory Committee will allocate salary reduction contributions as
of the Accounting Date and as of the following additional allocation
dates: each day contributions are received by the Trustee.
--------------------------------------------------
[ ] (c) Special Allocation Dates for Matching Contributions. The Advisory
Committee will allocate matching contributions as of the Accounting
Date and as of the following additional allocation dates: ____________.
[X] (d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified
nonelective contribution, "Participant" means: (Choose (1), (2) or (3))
[ ] (1) All Participants.
[X] (2) Participants who are Nonhighly Compensated Employees for the
Plan Year.
[ ] (3) (Specify) __________________________________________________.
Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee
will allocate and credit each annual nonelective contribution (and
Participant forfeitures treated as nonelective contributions) to the
Employer Contributions Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the allocation method
selected under this Section 3.04. If the Employer elects Option (e)(2),
Option (g)(2) or Option (h), for the first 3% of Compensation allocated
to all Participants, "Compensation" does not include any exclusions elected
under Adoption Agreement Section 1.12 (other than the exclusion of elective
contributions), and the Advisory Committee must take into account the
Participant's Compensation for the entire Plan Year. (Choose an allocation
method under (e), (f), (g) or (h); (i) is mandatory if the Employer elects
(f), (g) or (h); (j) is optional in addition to any other election.)
[X] (e) Nonintegrated Allocation Formula. (Choose (1) or (2))
[X] (1) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation
of all Participants for the Plan Year.
[ ] (2) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation
of all Participants for the Plan Year. For purposes of this
Option (2), "Participant" means, in addition to a Participant
who satisfies the requirements of Section 3.06 for the Plan
Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's alloca-
tion will not exceed 3% of his Compensation for the Plan Year.
[ ] (f) Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer nonelective
contributions in the same ratio that each Participant's Compensation plus
Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation
plus Excess Compensation, must not exceed the applicable percentage (5.7%,
5.4% or 4.3%) listed under the Maximum Disparity Table following Option (i).
<PAGE>
The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.
[ ] (g) Three-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the
Plan Year. The allocation under this paragraph, as a percentage of
each Participant's Compensation may not exceed the applicable
percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity
Table following Option (i). Solely for purposes of the allocation
in this first paragraph, "Participant" means, in addition to a
Participant who satisfies the requirements of Section 3.06 for the
Plan Year: (Choose (1) or (2))
[ ] (1) No other Participant.
[ ] (2) Any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's
allocation under this Option (g) will not exceed 3% of his
Compensation for the Plan Year.
As a second tier allocation, the Advisory Committee will allocate
the nonelective contributions in the same ratio that each
Participant's Excess Compensation for the Plan Year bears to the
total Excess Compensation of all Participants for the Plan Year.
The allocation under this paragraph, as a percentage of each
Participant's Excess Compensation, may not exceed the allocation
percentage in the first paragraph.
Finally, the Advisory Committee will allocate any remaining
nonelective contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.
[ ] (h) Four-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the
Plan Year, but not exceeding 3% of each Participant's Compensation
Solely for purposes of this first tier allocation, a "Participant"
means, in addition to any Participant who satisfies the requirements
of Section 3.06 for the Plan Year, any other Participant entitled to
a top heavy minimum allocation under Section 3.04(B) of the Plan.
As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding
3% of each Participant's Excess Compensation.
As a third tier allocation, the Advisory Committee will allocate
the annual Employer contributions in the same ratio that each
Participant's Compensation plus Excess Compensation for the Plan
Year bears to the total Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under this paragraph,
as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (2.7%, 2.4%
or 1.3%) listed under the Maximum Disparity Table following Option (i).
The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all Participants
for the Plan Year.
<PAGE>
[ ] (i) Excess Compensation. For purposes of Option (f), (g) or (h),
"Excess Compensation" means Compensation in excess of the following
Integration Level: (Choose (1) or (2))
[ ] (1) _____% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in
effect on the first day of the Plan Year: (Choose any
combination of (i) and (ii) or choose (iii))
[ ] (i) Rounded to _____________________________________
(but not exceeding the taxable wage base).
[ ] (ii) But not greater than $__________________________.
[ ] (iii) Without any further adjustment or limitation.
[ ] (2) $_____________________________________________ [Note: Not
exceeding the taxable wage base for the Plan Year in which
this Adoption Agreement first is effective.]
Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:
<TABLE>
<CAPTION>
Applicable Applicable
Percentages for Percentages
Integration Level for Option (f) for
(as percentage of taxable wage base) or Option (g) Option (h)
- ------------------------------------ -------------- -----------
<S> <C> <C>
100% 5.7% 2.7%
More than 80% but less than 100% 5.4% 2.4%
More than 20% (but not less than $10,001)
and not more than 80% 4.3% 1.3%
20% (or $10,000, if greater) or less 5.7% 2.7%
[ ] (j) Allocation offset. The Advisory Committee will reduce a
Participant's allocation otherwise made under Part II of this Section
3.04 by the Participant's allocation under the following qualified
plan(s) maintained by the Employer: __________________________________.
The Advisory Committee will determine this allocation reduction:
(Choose (1) or (2))
[ ] (1) By treating the term "nonelective contribution" as including
all amounts paid or accrued by the Employer during the Plan
Year to the qualified plan(s) referenced under this Option (j).
If a Participant under this Plan also participates in that
other plan, the Advisory Committee will treat the amount the
Employer contributes for or during a Plan Year on behalf of a
particular Participant under such other plan as an amount
allocated under this Plan to that Participant's Account for
that Plan Year. The Advisory Committee will make the
computation of allocation required under the immediately
preceding sentence before making any allocation of nonelective
contributions under this Section 3.04.
[ ] (2) In accordance with the formula provided in an addendum to
this Adoption Agreement, numbered 3.04(j).
<PAGE>
Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (k) or (l))
[X] (k) The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a) of
the Plan.
[ ] (l) The Employer will satisfy the top heavy minimum allocation under
the following plan(s) it maintains: However, the
----------------
Employer will make any necessary additional contribution to satisfy the top
heavy minimum allocation for an Employee covered only under this
Plan and not under the other plan(s) designated in this Option (l).
See Section 3.04(B)(7)(b) of the Plan.
If the Employer maintains another plan, the Employer may provide in an
addendum to this Adoption Agreement, numbered Section 3.04, any
modifications to the Plan necessary to satisfy the top heavy requirements
under Code Section 416.
Related employers. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the Advisory Committee must
allocate all Employer nonelective contributions (and forfeitures treated
as nonelective contributions) to each Participant in the Plan, in
accordance with the elections in this Adoption Agreement Section 3.04:
(Choose (m) or (n))
[X] (m) Without regard to which contributing related group member employs
the Participant.
[ ] (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one
contributing Employer, the Advisory Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating
among the participating Employers the Participant's Compensation and,
if applicable, the Participant's Integration Level under Option (i).
3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will
allocate a Participant forfeiture in accordance with Section 3.04: (Choose
(a) or (b); (c) and (d) are optional in addition to (a) or (b))
[ ] (a) As an Employer nonelective contribution for the Plan Year in which
the forfeiture occurs, as if the Participant forfeiture were an
additional nonelective contribution for that Plan Year.
[X] (b) To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (Choose (1) or (2))
[ ] (1) in which the forfeiture occurs.
[X] (2) immediately following the Plan Year in which the forfeiture
occurs.
[ ] (c) To the extent attributable to matching contributions: (Choose (1),
(2) or (3))
[ ] (1) In the manner elected under Options (a) or (b).
[ ] (2) First to reduce Employer matching contributions for the
Plan Year: (Choose (i) or (ii))
[ ] (i) in which the forfeiture occurs,
<PAGE>
[ ] (ii) immediately following the Plan Year in which the
forfeiture occurs, then as elected in Options (a) or (b).
[ ] (3) As a discretionary matching contribution for the Plan Year
in which the forfeiture occurs, in lieu of the manner elected
under Options (a) or (b).
[ ] (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining
forfeitures in the manner described in Options (a), (b) or (c),
whichever applies. If the Employer elects Option (c), the
forfeitures used to reduce Plan expenses: (Choose (1) or (2))
[ ] (1) relate proportionately to forfeitures described in Option (c)
and to forfeitures described in Options (a) or (b).
[ ] (2) relate first to forfeitures described in Option _____.
Allocation of forfeited excess aggregate contributions. The Advisory
Committee will allocate any forfeited excess aggregate contributions (as
described in Section 14.09): (Choose (e), (f) or (g))
[ ] (e) To reduce Employer matching contributions for the Plan Year:
(Choose (1) or (2))
[ ] (1) in which the forfeiture occurs.
[ ] (2) immediately following the Plan Year in which the
forfeiture occurs.
[ ] (f) As Employer discretionary matching contributions for the Plan
Year in which forfeited, except the Advisory Committee will not allocate
these forfeitures to the Highly Compensated Employees who incurred the
forfeitures.
[ ] (g) In accordance with Options (a) through (d), whichever applies,
except the Advisory Committee will not allocate these forfeitures
under Option (a) or under Option (c)(3) to the Highly Compensated
Employees who incurred the forfeitures.
3.06 ACCRUAL OF BENEFIT.
------------------
Compensation taken into account. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will
determine the allocation of any cash or deferred contribution,
designated qualified nonelective contribution or nonelective contribution
by taking into account: (Choose (a) or (b))
[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.
<PAGE>
Accrual Requirements. Subject to the suspension of accrual requirements
of Section 3.06(E) of the Plan, to receive an allocation of cash or
deferred contributions, matching contributions, designated qualified
nonelective contributions, nonelective contributions and Participant
forfeitures, if any, for the Plan Year, a Participant must satisfy the
conditions described in the following elections: (Choose (c) or at least
one of (d) through (f))
[ ] (c) Safe harbor rule. If the Participant is employed by the Employer
on the last day of the Plan Year, the Participant must complete at
least one Hour of Service for that Plan Year. If the Participant
is not employed by the Employer on the last day of the Plan Year,
the Participant must complete at least 501 Hours of Service during
the Plan Year.
[ ] (d) Hours of Service condition. The Participant must complete the
following minimum number of Hours of Service during the Plan Year:
(Choose at least one of (1) through (5))
[ ] (1) 1,000 Hours of Service.
[ ] (2) (Specify, but the number of Hours of Service may not
exceed 1,000) ___________________________________________.
[ ] (3) No Hour of Service requirement if the Participant
terminates employment during the Plan Year on account of:
(Choose (i), (ii) or (iii))
[ ] (i) Death.
[ ] (ii) Disability.
[ ] (iii) Attainment of Normal Retirement Age in the current
Plan Year or in a prior Plan Year.
[ ] (4) _________________________________________ Hours of Service
(not exceeding 1,000) if the Participant terminates employment
with the Employer during the Plan Year, subject to any election
in Option (3).
[ ] (5) No Hour of Service requirement for an allocation of the
following contributions: _____________________________________.
[X] (e) Employment condition. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether
he satisfies any Hours of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of (2) through (5))
[X] (1) No exceptions.
[ ] (2) Termination of employment because of death.
[ ] (3) Termination of employment because of disability.
[ ] (4) Termination of employment following attainment of Normal
Retirement Age.
[ ] (5) No employment condition for the following contributions:
___________________________________________
<PAGE>.
[ ] (f) (Specify other conditions, if applicable): ______________________
__________________.
Suspension of Accrual Requirements. The suspension of accrual requirements
of Section 3.06(E) of the Plan: (Choose (g), (h) or (i))
[X] (g) Applies to the Employer's Plan.
[ ] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's Plan, as described in
an addendum to this Adoption Agreement, numbered Section 3.06(E).
Special accrual requirements for matching contributions. If the Plan
allocates matching contributions on two or more allocation dates for a
Plan Year, the Advisory Committee, unless otherwise specified in
Option (l), will apply any Hours of Service condition by dividing the
required Hours of Service on a prorata basis to the allocation periods
included in that Plan Year. Furthermore, a Participant who satisfies the
conditions described in this Adoption Agreement Section 3.06 will receive
an allocation of matching contributions (and forfeitures treated as
matching contributions) only if the Participant satisfies the following
additional condition(s): (Choose (j) or at least one of (k) or (l))
[ ] (j) No additional conditions.
[ ] (k) The Participant is not a Highly Compensated Employee for the Plan
Year. This Option (k) applies to: (Choose (1) or (2))
[ ] (1) All matching contributions.
[ ] (2) Matching contributions described in Option(s) ____________
of Adoption Agreement Section 3.01.
[ ] (l) (Specify) ________________________________________________________.
3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
-----------------------------
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b)
or (c))
[ ] (a) The product of:
(i) the total Excess Amount allocated as of such date (including
any amount which the Advisory Committee would have allocated but
for the limitations of Code Section 415), times
(ii) the ratio of (1) the amount allocated to the Participant as
of such date under this Plan divided by (2) the total amount
allocated as of such date under all qualified defined contribution
plans (determined without regard to the limitations of Code Section
415).
[X] (b) The total Excess Amount.
[ ] (c) None of the Excess Amount.
<PAGE>
3.18 DEFINED BENEFIT PLAN LIMITATION.
-------------------------------
Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan covering
any Participant in this Plan.
[ ] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will reduce:
(Choose (1) or (2))
[ ] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.
[ ] (2) Its contribution or allocation on behalf of the Participant
to the defined contribution plan under which the Participant
participates and then, if necessary, the Participant's projected
annual benefit under the defined benefit plan under which the
Participant participates.
[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]
Coordination with top heavy minimum allocation. The Advisory Committee
will apply the top heavy minimum allocation provisions of Section 3.04(B)
of the Plan with the following modifications: (Choose (c) or at least one
of (d) or (e))
[ ] (c) No modifications.
[ ] (d) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in
Section 3.04(B) determined by substituting _____% (not less than 4%)
for "3%," except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.
[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))
[ ] (1) 5% of Compensation (as determined under Section 3.04(B)
or the Plan) irrespective of the contribution rate of any Key
Employee, except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Substituting "7-1/2%" for "5%" if the top heavy ratio
does not exceed 90%.
[ ] (2) 0%. [Note: The Employer may not select this Option
(2) unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code Section 416 for these Non-Key
Employees.]
Actuarial Assumptions for Top Heavy Calculation. To determine the top
heavy ratio, the Advisory Committee will use the following interest
rate and mortality assumptions to value accrued benefits under a
defined benefit plan: __________________________________________________.
<PAGE>
If the elections under this Section 3.18 are not appropriate to satisfy
the limitations of Section 3.18, or the top heavy requirements under
Code Section 416, the Employer must provide the appropriate provisions in an
addendum to this Adoption Agreement.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a)
---------------------------------------
or (b); (c) is available only with (b))
[X] (a) Does not permit Participant nondeductible contributions.
[ ] (b) Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.
[ ] (c) The following portion of the Participant's nondeductible
contributions for the Plan Year are mandatory contributions under
Option (i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))
[ ] (1) The amount which is not less than: __________________________.
[ ] (2) The amount which is not greater than: _______________________.
Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the
following additional allocation dates: (Choose (d) or (e))
[ ] (d) No other allocation dates.
[ ] (e) (Specify).
As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period.
Unless otherwise specified in (e), a nondeductible contribution relates
to an allocation period only if actually made to the Trust no later than
30 days after that allocation period ends.
4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to
---------------------------------------------------
the restrictions of Article VI, the following distribution options apply
to a Participant's Mandatory Contributions Account, if any, prior to
his Separation from Service: (Choose (a) or at least one of (b) through (d))
[ ] (a) No distribution options prior to Separation from Service.
[ ] (b) The same distribution options applicable to the Deferral
Contributions Account prior to the Participant's Separation from
Service, as elected in Adoption Agreement Section 6.03.
[ ] (c) Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account
if: (Choose (1) or at least one of (2) through (4))
[ ] (1) No conditions.
<PAGE>
[ ] (2) The mandatory contributions have accumulated for at least
________ Plan Years since the Plan Year for which contributed.
[ ] (3) The Participant suspends making nondeductible contributions
for a period of ____ months.
[ ] (4) (Specify) _________________________________________________.
[ ] (d) (Specify) ______________________________________________.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is
-----------------
(Choose (a) or (b))
[X] (a) 55 [State age, but may not exceed age 65].
--
[ ] (b) The later of the date the Participant attains _____ years of age
or the _____ anniversary of the first day of the Plan Year in which
the Participant commenced participation in the Plan. [ The age
selected may not exceed age 65 and the anniversary selected may
not exceed the 5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
-------------------------------
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))
[ ] (a) Does not apply.
[X] (b) Applies to death.
[X] (c) Applies to disability.
5.03 VESTING SCHEDULE.
----------------
Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory
Contributions Account. A Participant has a 100% Nonforfeitable interest
at all times in his Deferral Contributions Account, his Qualified
Matching Contributions Account, his Qualified Nonelective Contributions
Account and in his Mandatory Contributions Account.
Regular Matching Contributions Account/Employer Contributions Account.
With respect to a Participant's Regular Matching Contributions
Account and Employer Contributions Account, the Employer elects
the following vesting schedule: (Choose (a) or (b); (c) and (d) are
available only as additional options)
[X] (a) Immediate vesting. 100% Nonforfeitable at all times.
[ Note: The Employer must elect Option (a) if the eligibility
conditions under Adoption Agreement Section 2.01(c) require 2 years
of service or more than 12 months of employment.]
[ ] (b) Graduated Vesting Schedules.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)
Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
-------- -------------- -------- --------------
<S> <C> <C> <C> <C> <C>
Less than 1......... ___% Less than 1............... ___%
1......... ___% 1............... ___%
2......... ___% 2............... ___%
3......... ___% 3............... ___%
4......... ___% 4............... ___%
5......... ___% 5............... ___%
6 or more.. 100% 6............... ___%
7 or more....... 100%
[ ] (c) Special vesting election for Regular Matching Contributions Account.
In lieu of the election under Options (a) or (b), the Employer elects
the following vesting schedule for a Participant's Regular Matching
Contributions Account: (Choose (1) or (2))
[ ] (1) 100% Nonforfeitable at all times.
[ ] (2) In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c).
[Note: If the Employer elects this Option (c)(2), the addendum
must designate the applicable vesting schedule(s) using the
same format as used in Option (b).]
[Note: Under Options (b) and (c)(2), the Employer must complete a Top
Heavy Schedule which satisfies Code Section 416. The Employer, at its option,
may complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must
satisfy Code Section 411(a)(2). Also see Section 7.05 of the Plan.]
[ ] (d) The Top Heavy Schedule under Option (b) (and, if applicable,
under Option (c)(2)) applies: (Choose (1) or (2))
[ ] (1) Only in a Plan Year for which the Plan is top heavy.
[ ] (2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]
Minimum vesting. (Choose (e) or (f))
[X] (e) The Plan does not apply a minimum vesting rule.
[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be
less than the lesser of $374~ or his entire Accrued Benefit, even if
the application of a graduated vesting schedule under Options (b) or
(c) would result in a smaller Nonforfeitable Accrued Benefit.
Life Insurance Investments. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is:
(Choose (g) or (h))
[ ] (g) Subject to the vesting election under Options (a), (b) or (c).
<PAGE>
[] (h) 100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
--------------------------------------------------------
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out
----------------------------------------
rule described in Section 5.04(C) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply.
[ ] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he
has a Deferral Contributions Account.
5.06 YEAR OF SERVICE - VESTING.
-------------------------
Vesting computation period. The Plan measures a Year of Service on the
basis of the following 12 consecutive month periods: (Choose (a) or (b))
[X] (a) Plan Years.
[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date and
each successive 12 consecutive month period measured from each
anniversary of that Employment Commencement Date.
Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year
of Service is: (Choose (c) or (d))
[X] (c) 1,000 Hours of Service.
[ ] (d) 383~ Hours of Service. [Note: The Hours of Service requirement
may not exceed 1,000.]
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
-----------------------------------
excludes the following Years of Service: (Choose (a) or at least one of
(b) through (e))
[ ] (a) None other than as specified in Section 5.08(a) of the Plan.
[X] (b) Any Year of Service before the Participant attained the age of 18.
--
Note: The age selected may not exceed age 18.]
[ ] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.
[X] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break
in Service. Furthermore, the aggregate number of Years of Service before
a Break in Service do not include any Years of Service not required to be
taken into account under this exception by reason of any prior Break in
Service.
<PAGE>
[X] (e) Any Year of Service earned prior to the effective date of ERISA if
the Plan would have disregarded that Year of Service on account of
an Employee's Separation from Service under a Plan provision in
effect and adopted before January 1, 1974.
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
Code Section 411(d)(6) Protected Benefits. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent
the elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply
on the later of the adoption date or the Effective Date of this Adoption
Agreement.
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
----------------------------------
Distribution date. A distribution date under the Plan means 390~.
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the
notice and consent periods prescribed by the Plan. The Plan allows the
Trustee an administratively practicable period of time to make the
actual distribution relating to a particular distribution date.]
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for
distribution of a Nonforfeitable Accrued Benefit not exceeding $3,500
is: (Choose (a), (b), (c), (d) or (e))
[ ] (a) ______________________________________ of the _______________
________________________________ Plan Year beginning after
the Participant's Separation from Service.
[X] (b) the first administratively feasible distribution date following
-----------------------------------------------------
the Participant's Separation from Service.
[ ] (c) __________________________________________________ of the Plan
Year after the Participant incurs ________________________________
Break(s) in Service (as defined in Article V).
[ ] (d) following the Participant's attainment of Normal Retirement
Age, but not earlier than _____________ days following his Separation
from Service.
[ ] (e) (Specify) .
Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.
Disability. The distribution date, subject to Section 6.01(A)(3), is:
(Choose (f), (g) or (h))
[ ] (f) ___________________________________________________ after the
Participant terminates employment because of disability.
[X] (g) The same as if the Participant had terminated employment
without disability.
[ ] (h) (Specify) __________________________________________________.
<PAGE>
Hardship. (Choose (i) or (j))
[X] (i) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.
[ ] (j) The Plan permits a hardship distribution to a Participant who
has separated from Service in accordance with the hardship
distribution policy stated in: (Choose (1), (2) or (3))
[ ] (1) Section 6.01(A)(4) of the Plan.
[ ] (2) Section 14.11 of the Plan.
[ ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.
Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to
Section 9.04, the Plan: (Choose (k), (l) or (m))
[X] (k) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable
Accrued Benefit. To the extent the loan is attributable to the
Participant's Deferral Contributions Account, Qualified Matching
Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued
Benefit unless the Participant has separated from Service or unless
the Participant has attained age 59-1/2.
[ ] (l) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section 6.01
or Section 6.03 of the Plan, the Trustee will reduce the
Participant's Nonforfeitable Accrued Benefit by the lesser of the
amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.
[ ] (m) (Specify) ____________________________________________.
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
------------------------------------
apply Section 6.02 of the Plan with the following modifications:
(Choose (a) or at least one of (b), (c), (d) and (e))
[ ] (a) No modifications.
[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ____________________________________.
[ ] (c) An installment distribution: (Choose (1) or at least one of (2)
or (3))
[ ] (1) Is not available under the Plan.
[ ] (2) May not exceed the lesser of __________ years or the
maximum period permitted under Section 6.02.
[ ] (3) (Specify) ________________________________________________.
<PAGE>
[X] (d) The Plan permits the following annuity options: a single life
-------------
or joint and survivor annuity with a minimum guaranteed number of
-----------------------------------------------------------------
monthly benefits payable to the participant and his designated
--------------------------------------------------------------
beneficiary or a qualified joint and survivor annuity for the
-------------------------------------------------------------
life of the participant's spouse which is not less than 50% and
---------------------------------------------------------------
not more than 100% of the amount of the annuity payable to the
--------------------------------------------------------------
participant.
-----------
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan.
See Section 6.04(E). [Note: The Employer may specify additional
annuity options in an addendum to this Adoption Agreement,
numbered 6.02(d).]
[ ] (e) If the Plan invests in qualifying Employer securities, as
described in Section 10.03(F), a Participant eligible to elect
distribution under Section 6.03 may elect to receive that
distribution in Employer securities only in accordance with
the provisions of the addendum to this Adoption Agreement,
numbered 6.02(e).
6.03 BENEFIT PAYMENT ELECTIONS.
-------------------------
Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan
may elect to commence distribution of his Nonforfeitable Accrued
Benefit: (Choose at least one of (a) through (c))
[ ] (a) As of any distribution date, but not earlier than _______________
______________ of the _________________________ Plan Year beginning
after the Participant's Separation from Service.
[x] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))
[ ] (1) Any distribution date after the close of the Plan Year
in which the Participant attains Normal Retirement Age.
[X] (2) Any distribution date following his Separation from Service
with the Employer.
[ ] (3) Any distribution date in the _____________________________
Plan Year(s) beginning after his Separation from Service.
[ ] (4) Any distribution date in the Plan Year after the Participant
incurs _____________________________ Break(s) in Service
(as defined in Article V).
[ ] (5) Any distribution date following attainment of age _________
and completion of at least ____________ Years of Service
(as defined in Article V).
[ ] (6) (Specify) __________________________________________________.
[ ] (c) (Specify) _____________________________________________________.
The distribution events described in the election(s) made under
Options (a), (b) or (c) apply equally to all Accounts maintained for
the Participant unless otherwise specified in Option (c).
<PAGE>
Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to
a Participant's Regular Matching Contributions Account and Employer
Contributions Account prior to his Separation from Service: (Choose
(d) or at least one of (e) through (h))
[ ] (d) No distribution options prior to Separation from Service.
[X] (e) Attainment of Specified Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his
Nonforfeitable interest in these Accounts after he attains:
(Choose (1) or (2))
[ ] (1) Normal Retirement Age.
[X] (2) 59 1/2 years of age and is at least 100% vested in these
Accounts. [Note: If the percentage is less than 100%, see the
special vesting formula in Section 5.03.]
[ ] (f) After a Participant has participated in the Plan for a period of
not less than ______ years and he is 100% vested in these Accounts,
until he retires, the Participant has a continuing election to
receive all or any portion of the Accounts. [Note: The number in
the blank space may not be less than 5.]
[X] (g) Hardship. A Participant may elect a hardship distribution prior
to his Separation from Service in accordance with the hardship
distribution policy: (Choose (1), (2) or (3); (4) is available
only as an additional option)
[ ] (1) Under Section 6.01(A)(4) of the Plan.
[X] (2) Under Section 14.11 of the Plan.
[ ] (3) Provided in the addendum to this Adoption Agreement,
numbered Section 6.03.
[] (4) In no event may a Participant receive a hardship
distribution before he is at least _____% vested in these
Accounts. [Note: If the percentage in the blank is less than
100%, see the special vesting formula in Section 5.03.]
[ ] (h) (Specify) _____________________________________________________.
[Note: The Employer may use an addendum, numbered 6.03, to provide
additional language authorized by Options (b)(6), (c), (g)(3) or (h) of
this Adoption Agreement Section 6.03.]
Participant Elections Prior to Separation from Service - Deferral
Contributions Account, Qualified Matching Contributions Account and
Qualified Nonelective Contributions Account. Subject to the restrictions
of Article VI, the following distribution options apply to a
Participant's Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account
prior to his Separation from Service: (Choose (i) or at least one of
(j) through (l))
[ ] (i) No distribution options prior to Separation from Service.
<PAGE>
[X] (j) Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains:
(Choose (1) or (2))
[ ] (1) The later of Normal Retirement Age or age 59-1/2.
[X] (2) Age 59 1/2 (at least 59-1/2).
[X] (k) Hardship. A Participant, prior to this Separation from Service,
may elect a hardship distribution from his Deferral Contributions
Account in accordance with the hardship distribution policy under
Section 14.11 of the Plan.
[ ] (l) (Specify) ________________________________________. [Note: Option
(l) may not permit in service distributions prior to age 59-1/2 (other
than hardship) and may not modify the hardship policy described in
Section 14.11.]
Sale of trade or business/subsidiary. If the Employer sells substantially
all of the assets (within the meaning of Code Section 409(d)(2)) used in a
trade or business or sells a subsidiary (within the meaning of Code
Section 409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account: (Choose (m) or (n))
[X] (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.
[ ] (n) As if he has a Separation from Service. After March 31, 1988,
a distribution authorized solely by reason of this Option (n)
must constitute a lump sum distribution, determined in a manner
consistent with Code Section 401(k)(10) and the applicable Treasury
regulations.
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[ ] (a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and
survivor requirements).
[X] (b) Apply to all Participants.
ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the
Plan) occurs more than 90 days after the most recent valuation date,
the distribution will include interest at: (Choose (a), (b) or (c))
[X] (a) 0% per annum. [Note: The percentage may equal 0%.]
-
[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.
<PAGE>
[ ] (c) (Specify) _______________________________________________________.
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant
to Section 14.12, to determine the allocation of net income, gain or
loss: (Complete only those items, if any, which are applicable to the
Employer's Plan)
[X] (a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))
[X] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section 14.12.
[ ] (3) Use the weighted average method described in Section 14.12,
based on a _________________________________ weighting period.
[ ] (4) Treat as part of the relevant Account at the beginning of
the valuation period 486~% of the salary reduction
contributions: (Choose (i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified time: _________________
_________________________.
[ ] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(a).
[ ] (b) For matching contributions, the Advisory Committee will:
(Choose (1), (2), (3) or (4))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the weighted average method described in Section 14.12,
based on a ____________________ weighting period.
[ ] (3) Treat as part of the relevant Account at the beginning
of the valuation period _____% of the matching contributions
allocated during the valuation period.
[ ] (4) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(b).
[ ] (c) For Participant nondeductible contributions, the Advisory
Committee will: (Choose (1), (2), (3), (4) or (5))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section 14.12.
[ ] (3) Use the weighted average method described in Section 14.12,
based on a 502~ weighting period.
<PAGE>
[ ] (4) Treat as part of the relevant Account at the beginning
of the valuation period _____% of the Participant
nondeductible contributions: (Choose (i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified time: _______________
______________________________.
[ ] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(c).
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan,
-----------------
the aggregate investments in qualifying Employer securities and in
qualifying Employer real property: (Choose (a) or (b))
[ ] (a) May not exceed 10% of Plan assets.
[X] (b) May not exceed 100% of Plan assets. [Note: The percentage may
----
not exceed 100%.]
10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
------------------
Trustee must value the Trust Fund on the following valuation date(s):
(Choose (a) or (b))
[ ] (a) No other mandatory valuation dates.
[X] (b) (Specify) effective May 1, 1998, each business day. Prior to
---------------------------------------------------
May 1, 1998, such additional dates designated by the Plan
---------------------------------------------------------
Administrator on a uniform and nondiscriminatory basis.
------------------------------------------------------
<PAGE>
EFFECTIVE DATE ADDENDUM
(Restated Plans Only)
The Employer must complete this addendum only if the restated
Effective Date specified in Adoption Agreement Section 1.18 is
different than the restated effective date for at least one of the
provisions listed in this addendum. In lieu of the restated Effective
Date in Adoption Agreement Section 1.18, the following special effective
dates apply: (Choose whichever elections apply)
[ ] (a) Compensation definition. The Compensation definition of Section
1.12 (other than the $200,000 limitation) is effective for Plan Years
beginning after 516~. [Note: May not be effective later than the
first day of the first Plan Year beginning after the Employer
executes this Adoption Agreement to restate the Plan for the Tax
Reform Act of 1986, if applicable.]
[ ] (b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years
beginning after ________.
[ ] (c) Suspension of Years of Service. The suspension of Years of
Service rule elected under Adoption Agreement Section 2.03 is
effective for Plan Years beginning after ________.
[ ] (d) Contribution/allocation formula. The contribution formula
elected under Adoption Agreement Section 3.01 and the method
of allocation elected under Adoption Agreement Section 3.04 is
effective for Plan Years beginning after _________.
[ ] (e) Accrual requirements. The accrual requirements of Section
3.06 are effective for Plan Years beginning after _________.
[ ] (f) Employment condition. The employment condition of Section
3.06 is effective for Plan Years beginning after _________.
[ ] (g) Elimination of Net Profits. The requirement for the Employer
not to have net profits to contribute to this Plan is effective for
Plan Years beginning after _________. [Note: The date specified may
not be earlier than December 31, 1985.]
[ ] (h) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning
after _________.
[ ] (i) Allocation of Earnings. The special allocation provisions
elected under Adoption Agreement Section 9.11 are effective May 1,
1998.
[ ] (j) (Specify) Time of payments of benefits. The provisions for time
-------------------------------------------------------
of payment of accrued benefit not exceeding $3,500 under Section 6.01
---------------------------------------------------------------------
and for the time of payment of benefits under Section 6.03 are
--------------------------------------------------------------
effective May 1, 1998.
---------------------
For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will control
for purposes of the designated provisions. A special Effective Date may
not result in the delay of a Plan provision beyond the permissible
Effective Date under any applicable law requirements.
<PAGE>
Execution Page
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under
the Master Plan and Trust. The Employer hereby agrees to the provisions
of this Plan and Trust, and in witness of its agreement, the Employer by
its duly authorized officers, has executed this Adoption Agreement, and the
Trustee (and Custodian, if applicable) signified its acceptance, on
this ___ day of ____________, ___.
Name and EIN of Employer: Regal-Beloit Corporation EIN #39-0875718
-----------------------------------------
Signed: _____________________________________
Name(s) of Trustee: Marshall & Ilsley Trust Company
-------------------------------
Signed: _____________________________________
Name of Custodian: _________________________________________________
Signed: _____________________________________
[Note: A Trustee is mandatory, but a Custodian is optional. See Section
10.03 of the Plan.]
Plan Number. The 3-digit plan number the Employer assigns to this Plan
for ERISA reporting purposes (Form 5500 Series) is: 007.
---
Use of Adoption Agreement. Failure to complete properly the elections
in this Adoption Agreement may result in disqualification of the
Employer's Plan. The 3-digit number assigned to this Adoption
Agreement (see page 1) is solely for the Master Plan Sponsor's
recordkeeping purposes and does not necessarily correspond to the
plan number the Employer designated in the prior paragraph.
Master Plan Sponsor. The Master Plan Sponsor identified on the first
page of the basic plan document will notify all adopting employers of
any amendment of this Master Plan or of any abandonment or
discontinuance by the Master Plan Sponsor of its maintenance of this
Master Plan. For inquiries regarding the adoption of the Master Plan,
the Master Plan Sponsor's intended meaning of any plan provisions or
the effect of the opinion letter issued to the Master Plan Sponsor,
please contact the Master Plan Sponsor at the following address and
telephone number: 1000 North Water Street, Milwaukee, WI 53202
--------------------------------------------
414-287-8700.
- ------------
Reliance on Opinion Letter. The Employer may not rely on the Master
Plan Sponsor's opinion letter covering this Adoption Agreement. For
reliance on the Plan's qualification, the Employer must obtain a
determination letter from the applicable IRS Key District office.
<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in
Section 1.03 of the accompanying Adoption Agreement, as if the
Participating Employer were a signatory to that Agreement. The
Participating Employer accepts, and agrees to be bound by, all of the
elections granted under the provisions of the Master Plan as made by
550~, the Signatory Employer to the Execution Page of the Adoption
Agreement.
1. The Effective Date of the undersigned Employer's participation
in the designated Plan is: __________.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Regal-Beloit Corporation
------------------------
Savings and Protection Plan, and having an original effective date
---------------------------
of October 1, 1987.
---------------
Dated this ____________ day of ____________ , ____.
Name of Participating Employer: ____________________
________________________________
Signed:________________________________
Participating Employer's EIN: ______________
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Regal-Beloit Corporation
------------------------
Accepted:_____________________
[Date] Signed:__________________________
Name(s) of Trustee: ________________________
__________________________________________
Accepted:______________________
[Date] Signed:___________________________
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important
Master Plan information.]H
</TABLE>
EXHIBIT 4.2
MASTER TRUST AGREEMENT
This Agreement made as of November 1, 1997, between Regal-Beloit
Corporation, (hereinafter referred to as the "Company") and MARSHALL & ILSLEY
TRUST COMPANY, a Wisconsin banking corporation (hereinafter referred to as the
"Trustee").
WITNESSETH:
WHEREAS, the Company and certain of its affiliated and subsidiary
corporations listed in Appendix A attached hereto (which affiliated and
subsidiary corporations shall hereinafter be referred to singularly or
collectively as the "Corporation" or the "Corporations") have established
certain pension retirement and other employee benefit plans for the exclusive
benefit of their respective eligible employees and the beneficiaries thereof
(which plans shall hereinafter be referred to as the "Separate Plans"), each
of which Separate Plans is listed in Appendix A attached hereto and constitutes
a qualified pension plan within the meaning of Section 401 (a) of the Internal
Revenue Code, as amended; and
WHEREAS, on November 1, 1997, the Company established a master trust;
WHEREAS, under the terms of each of the Separate Plans, the Company and the
Corporations have, pursuant to the terms of the Separate Plans, entered into a
trust agreement or agreements establishing certain trusts thereunder (which
trusts shall hereinafter be referred to as the "Separate Trusts"), each of
which Separate Trust is listed in Appendix A attached hereto and constitutes a
trust exempt from tax under Section 501 (a) of the Internal Revenue Code, as
amended, by reason of forming a part of a Separate Plan qualified under Section
401 (a) of said Code, as amended; and
WHEREAS, the Company and the Corporation now desire to establish a single
master trust for, among other purposes, the collective investment of the assets
of the Separate Trusts and such additional property as may from time to time be
contributed thereto under the terms of the Separate Plans, which master trust is
intended to be exempt from tax under Section 501 (a) of the Internal Revenue
Code, as amended, by reason of its forming a part of plans qualified under
Section 401 (a) of the Internal Revenue Code, as amended; and
WHEREAS, the assets of the separate master trust so transferred to the
aforesaid master trust, together with such additional property as may from time
to time be contributed hereto under the terms of the Separate Plans, shall be
invested,reinvested and administered by the Trustee as a single trust under the
Separate Plans; and
WHEREAS, the Trustee is willing to hold such assets and to invest, reinvest
and administer the same pursuant to the terms of this Master Trust Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Company and the Trustee do hereby covenant and
agree as follows:
ARTICLE ONE
1.01 The Company hereby establishes with the Trustee a Master Trust
consisting of such sums of money and such property acceptable to the Trustee as
shall from time to time be paid or delivered to the Trustee and the earnings and
profits thereon. All such money and property, all investments made therewith
and proceeds thereof and all earnings and profit thereon, less the payments or
other distributions which, at the time of reference, shall have been made by the
Trustee, as authorized herein, and referred to herein as the "Master Fund", or
the "Fund," and shall be held by the Trustee, in trust, and dealt with in
accordance with the provision of the Agreement.
1.02 When the assets of each Separate Trust are transferred to the
Trustee, the Separate Trusts shall cease to exist as separate trusts and shall
be considered to continue hereafter as a single trust hereunder.
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ARTICLE TWO
2.01 Each of the Separate Plans shall be a Participating Plan hereunder.
2.02 Any other Plan may be funded in whole or in part through the Master
Trust and become a Participating Plan thereby only if all of the following
conditions have been met:
a. The Company, or a Corporation has established the Plan;
b. The Plan is qualified under Section 401 (a) of the Internal
Revenue Code of 1986, as amended;
c. The Master Trust is exempt from taxation under Section 501 (a) of
the Internal Revenue Code of 1986, as amended;
d. The Master Trust (as then in effect and as the same may be amended
from time to time) has been duly adopted as a trust under the Plan and
in the case of a Corporation, the Company has consented thereto;
e. The Master Trust is maintained at all times as a domestic trust in
the United States; and
f. The Company is duly authorized under the Plan to exercise on
behalf of such Plan all of the authority vested in it by the terms of
this Master Trust.
2.03 When the Master Trust is adopted as a trust under the Plan of any
Corporation, such Corporation shall be bound by the decisions, instructions,
actions and directions of the Company under this Agreement and the Trustee shall
be fully protected by the Company and such Corporation in relying upon such
decisions, instructions, actions and directions of the Company. The Trustee
shall not be required to give notice to or obtain the consent of any such
Corporation with respect to any action which is taken by the Trustee pursuant to
this Agreement, and the Company shall have the sole authority to enforce this
Agreement on behalf of any such Corporation.
2.04 Responsibility for the management and control of the assets of Plans
utilizing the Master Trust as a funding medium (including the power to acquire
or dispose of such assets) may be vested at the discretion of the Company in the
Trustee and/or in one or more Investment Managers appointed by the Company.
That portion of the fund for which the Trustee shall have such responsibility is
hereinafter referred to as the "Discretionary Fund." Any portion of the Master
Fund over which an Investment Manager shall have such responsibility is
hereinafter referred to as a "Directed Fund." Allocation of assets of the Fund
between or among any Discretionary or Directed Funds shall be determined by the
Company. Further, the Company, being a named fiduciary for this purpose,
reserves the right to itself to direct the Trustee respecting the management and
control of certain assets of specified Plans (including the power to acquire or
dispose of such assets) and such portion of the Master Fund over which the
Company shall have such responsibility is hereinafter referred to as the
"Company Directed Fund." The Company may direct the Trustee to hold all or any
part of the assets from time to time constituting the Company Directed Fund
separate and apart from the assets of the Master Fund. For efficiency or
convenience of investment or administration, the Master Fund or the
Discretionary, Directed or Company Directed Fund may be divided into such one or
more sub-funds as the Company or the Trustee may deem advisable.
For the purpose of this Agreement, "Investment Manager" shall mean an
investment adviser registered under the Investment Advisers Act of 1940, a bank
(other than the Trustee) as defined in the Act, or an insurance company
qualified to perform investment management services under the laws of more than
one State, which shall have acknowledged in writing to the Company that it is a
fiduciary with respect to all Participating Plans, and which shall have the
power to manage, acquire and dispose of Plan assets.
2.05 The Trustee shall maintain a separate account reflecting the
equitable share in the Master Fund of each Participating Plan. The equitable
shares in the Master Fund of the respective present Participating Plans as of
November 1, 1997 shall be proportionate to the fair market values of the assets
allocable to such Plans under the Separate Trusts, as certified by the Company
to the Trustee. Thereafter, for the purpose of determining the equitable shares
of Participating Plans, the Trustee shall determine the value of the assets of
the Master Fund as of the last day of each month and as of such other dates as
the Trustee may deem appropriate or the Company may direct. In addition, for
the convenience of the company, the Company may request the Trustee to include
in such account assets which do not constitute part of the Master Fund or are
held by the Trustee in a segregated Company Directed Fund, for the purposes of
determining the value of all of the assets of such Participating Plans. Assets
shall be valued attheir market values at the close of business on the date of
<PAGE>
valuation, or, in the absence of readily ascertainable market values, at such
values as the Trustee shall determine in accordance with methods consistently
followed and uniformly applied. Anything herein to the contrary
notwithstanding, with respect to assets constituting part of a Directed Fund
hereunder or in the event that assets which do not constitute part of the Master
Fund or which are held by the Trustee in a segregated Company Directed Fund are
included in such valuation or account at the request of the Company, the Trustee
may rely for all purposes of this Agreement, including for the purpose of
determining the value of such assets as of any monthly or other valuation date,
on any certified appraisal or other form of valuation submitted to it by the
Investment Manager, the Company, or by the person or persons controlling such
assets.
2.06 Except as provided in Section 3.01 (c), the Trustee shall not be
required to maintain any separate records or accounts with respect to any
participant in (or beneficiary of) any Participating Plan which is of the
defined benefit type, and any such records or accounts required to be maintained
pursuant to the terms of any such Plan shall be maintained by the Company or by
the appropriate committee, entity or person(s) directly charged with such
responsibility under the individual Participating Plan.
2.07 By entering into this Agreement, the Trustee does not assume any
responsibility or undertake any duty to enforce payment of any contribution to
any Participating Plan, any responsibility for the adequacy of the Fund or the
funding standards adopted by the sponsor of any Participating Plan to meet or
discharge any pension or other liabilities under such Plan, or (except as
otherwise required by law) any responsibility under the terms of this Agreement
for the management or control of any Directed Funds or Company Directed Funds.
No duties or obligations shall be imposed upon the Trustee unless they have been
specifically undertaken by the express terms of this Agreement.
2.08 Except as may otherwise be permitted by law, at no time prior to the
satisfaction of all liabilities with respect to participants and their
beneficiaries under any Participating Plan shall any part of the equitable share
of such Participating Plan in the Master Fund be used for, or diverted to, any
purposes other than for the exclusive benefit of such participants and their
beneficiaries, and for defraying reasonable expenses of administering such
Plans.
ARTICLE THREE
3.01 The Trustee shall:
a. hold, invest and reinvest the Discretionary Fund as provided in
Article Four in accordance with the powers and discretion contained in or
referred to in Article Seven;
b. settle purchases and sales for any Directed Fund upon the
instructions of the Investment Manager as provided in Article Five or in the
case of a Company Directed Fund, upon the instructions of the Company;
c. pay moneys on the order of the Company, including when the
Company shall so order, payments directly to or for the benefit of the
participants and their beneficiaries, or to an insurance company to provide, by
the purchase of an annuity contract, or otherwise, for the payment of benefits
and the Trustee shall keep records of any and all such payments so directed
and provide such tax advices or governmental forms and reports as shall from
time to time be agreed upon between the Company and the Trustee; and
d. transfer any portion of the Master Fund on the order of the
Company to any insurance company or other trustee to provide an alternative or
additional funding medium or investment vehicle for the management and/or
control of Participating Plan assets.
3.02 Any orders pursuant to subparagraphs (c) and (d) of Section 3.01 may,
but need not specify the application to be made of moneys so ordered, and the
Trustee may charge such distribution against any portion of the Master Fund, as
the Company may direct. The Trustee may assume that any such orders are not
contrary to any applicable law. The Trustee shall not be responsible in any way
respecting the determination, computation, payment or application of any benefit
or payment which it is ordered to make, or for the form, terms or issuer of any
insurance contract which it is directed to purchase with assets of the Fund
(whether or not such contract is purchased to provide primarily for the payment
of benefits under any Participating Plan or primary as an investment vehicle or
funding medium), for performing any functions under any insurance contract which
it may be directed to purchase and hold as Contract Holder thereunder (other
than the execution of any documents incidental thereto on the instruction of
the Company), or for the terms of any trust agreement under which any trustee
to which it shall deliver any assets of the Fund on the order of the Company is
acting, or for any other matter affecting the administration of a Plan by the
Company, or any other person or persons to whom responsibility for Plan
administration is allocated or delegated pursuant to the terms of a
Participating Plan.
<PAGE>
3.03 Any power or duty of the Company hereunder shall be exercised by the
Board of Directors of the Company or by such other person or persons as are
authorized to exercise such powers or duties as certified by the Company in
writing to the Trustee. The Trustee shall be entitled to rely upon any such
certification by the Company. The Trustee shall be fully protected in
continuing to rely on such certification until a subsequent certification is
filed with the Trustee.
ARTICLE FOUR
4.01 The Trustee shall invest and reinvest the Discretionary Fund as a
single fund without distinction between principal and income in such investments
and at such time or times and in such shares and proportions as it, in its
absolute discretion, shall deem advisable; except that, the Trustee is
authorized to hold in the Discretionary Fund uninvested cash awaiting investment
and such additional cash balances as it shall deem reasonable or necessary to
meet anticipated distributions from or administrative costs of any Participating
Plan or the Fund, without incurring any liability for the payment of interest on
such cash, notwithstanding that the Trustee or an affiliate thereof may accrue
interest on such cash balances.
The Trustee shall discharge the foregoing powers and discretion in
accordance with the funding policy and guidelines established by the Company
from time to time and communicated in writing to the Trustee. The Trustee shall
have no responsibility with respect to the formulation of any funding,
investment or diversification policy embodied in any such direction.
If the Company has exercised its discretion to vest responsibility for the
management and control of any portion of the Master Fund in one or more
Investment Managers or in itself as to a Company Directed Fund, or if the Master
Fund is not the only funding medium under a Participating Plan, any trustee
(including the Trustee), Investment Manager or other person in whom fiduciary
responsibility is vested for the management and control of any Plan assets shall
exercise its fiduciary responsibilities with respect to such Plan assets,
including without limitation any responsibility of diversification imposed by
Section 404 (a) (1) (C) of the Employee Retirement Income Security Act of 1974
("ERISA"), as if the assets allocated to it constituted the entirety of the Plan
assets. The Company or some other fiduciary named by it shall be responsible
for the overall diversification of the entire Master Fund.
4.02 The Trustee may in its discretion invest and reinvest in either (i)
any fund created and administered by it, as the trustee thereof, for the
collective investment of the assets of employee benefit trusts or otherwise, as
long as such collective investment fund is a qualified trust under the
applicable provisions of the Internal Revenue Code (and while any portion of the
Fund is so invested such collective investment fund shall constitute part of the
Participating Plans, and the instrument creating such fund shall constitute part
of this Master Trust Agreement) or (ii) the shares of any mutual fund including
any such fund from which the Trustee or any affiliate thereof receives an
investment management fee or any other fee.
ARTICLE FIVE
5.01 The investment and reinvestment of any Directed Fund established
under this Agreement shall be under the exclusive management and control of the
Investment Manager appointed by the Company. The Trustee shall not be a party
to any agreement with the Investment Manager, and the terms and conditions of
appointment, authority and retention of the Investment Manager shall be the sole
responsibility of the Company.
The Company shall certify in writing to the Trustee:
a. that it has appointed an Investment Manager with respect to each
Participating Plan; and
b. the assets of the fund to be allocated to the Directed Fund which
such Investment Manager shall have responsibility.
The Company shall also furnish to the Trustee a certification by such
Investment Manager that it is an "Investment Manager" as such term is defined in
Section 2.04 of this Agreement.
The Investment Manager shall furnish the Trustee from time to time with the
names and signatures of those persons authorized to direct the Trustee on its
behalf hereunder. The Trustee shall be fully protected in continuing on its
behalf hereunder. The Trustee shall be fully protected in continuing to rely on
the certification provided by an Investment Manager as to such authorized
<PAGE>
persons until a subsequent certification is filed with the Trustee. The Trustee
shall have the right to request that all directions by an Investment Manager
pursuant to this Agreement be in writing and shall assume no liability hereunder
for failure to act pursuant to such directions unless and until it shall receive
directions in a form satisfactory to it.
5.02 All transactions in or from a Directed Fund related to the
acquisition or disposal of assets, as well as all purchases and sales of assets,
shall be made upon such terms and conditions and from or through such principals
and agents, as the Investment Manager shall direct. No directed transactions
shall be executed through the facilities of the Trustee except in those
instances where the Trustee shall make available its facilities solely for the
purposes of temporary investment of cash reserves of a Directed Fund. (However,
nothing herein shall confer any authority or obligation upon the Trustee to
invest or reinvest the cash balances of any Directed Fund unless and until it
receives directions from the Investment Manager.)
5.03 Supervision of the Investment Manager shall be the exclusive
responsibility of the Company. Therefore, the Trustee shall have no duty to
review any direction or any securities or other property held in any Directed
Fund or to make suggestions to the Investment Manager or the Company with
respect to the exercise or non-exercise of any power by the Investment Manager.
The Trustee shall be fully protected in acting or omitting to act in accordance
with or in the absence of the written directions of the Investment Manager or of
the Company respecting any Company Directed Fund and shall be under no liability
for any loss of any kind which may result by reason of any action taken or
omitted by it in good faith in accordance with any such direction or by reason
of inaction in the absence of such written directions.
5.04 The Trustee shall not be deemed to have any responsibility to manage
and control any asset held in a Directed Fund or Company Directed Fund upon the
resignation or removal of an Investment Manager or withdrawal by the Company of
its control as to a Company Directed Fund unless and until it has been notified
in writing by the Company of its withdrawals of control as to a Company Directed
Fund or that the Investment Manager's authority has terminated and that such
Directed Fund or Company Directed Fund assets are to be integrated with the
Discretionary Fund. Such notice shall not be deemed effective until a
reasonable period after it has been received by the Trustee. In the event that
the assets of a Directed Fund or Company Directed Fund shall
become integrated at any time with the Discretionary Fund, the Trustee shall not
be liable for any losses to the Master Retirement Fund resulting from the
disposition of any investment made by an Investment Manager or the Company or
for the holding for any illiquid or unmarketable securities or the holding of
any other asset acquired by the Investment Manager or the Company if the Trustee
is unable to dispose of such investments because of any Securities Laws
restrictions or if any orderly liquidation of such investment is impractical
under prevailing conditions, or for failure to comply with any investment or
diversification limitations imposed by the Company pursuant to the power
reserved to it under Section 4.01 or for any other violation of the terms of
this Agreement, the Participating Plans or applicable law or laws as a result of
the addition of Directed Fund or Company Directed Fund assets to the
Discretionary Fund.
5.05 The Trustee shall not be liable for the acts or omissions of any
Investment Manager constituting a breach of the Investment Manager's duties
unless it shall have been judicially determined that the Trustee knowingly
participated in, or knowingly undertook to conceal, such act or omission,
knowing such act or omission constituted a breach of the Investment Manager's
duties hereunder.
ARTICLE SIX
6.01 Without in any way limiting the powers and discretions conferred upon
the Investment Manager by the other provisions of this Agreement or by law, any
Investment Manager appointed hereunder shall have the following powers and
discretions with respect to the Directed Fund subject to its management and
control, and, upon the directions of such Investment Manager, the Trustee shall
make, execute, acknowledge and deliver any and all documents of transfer and
conveyance and any and all other instruments that may be necessary or
appropriate to carry out such powers and discretions:
a. to sell, exchange, convey, transfer or otherwise dispose of any
property constituting the Directed Fund by privatecontract or at public auction,
and no person dealing with the Investment Managers or the Trustee shall be bound
to see to the application of the purchase money or to inquire into the validity,
expediency or propriety of any such sale or other disposition;
b. to enter into contract or to make commitments either alone or in
concert with others to sell at any future date any property acquired for the
Directed Fund or to purchase at any future date any property which it may be
authorized to acquire under this Agreement;
c. to purchase part interests in real property or in mortgages on
real property, wherever such real property may be situated;
<PAGE>
d. to lease to others for any term without regard to the duration of
this Trust any real property or part interest in real property held in the
Directed Fund;
e. to delegate to a manager or the holder or holders of a majority
interest in any real property or mortgage on real property at any time
constituting a part of the Directed fund, the management and operation of any
part interest in such real property or mortgage and the authority to sell such
real property or mortgage or otherwise carry out the decisions of such manager
or holder or holders of such majority interest;
f. to vote upon any stocks, bonds or other securities; to give
general or special proxies or powers of attorney with or without power or
substitution rights or other options and to make any payments incidental
thereto; to consent to or otherwise participate in corporate reorganizations or
other changes affecting corporate securities and to delegate discretionary
powers and to pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with respect to stock,
bonds, securities or other property held in the Directed Fund.
g. to convert, redeem, exchange for other securities or other
property any securities or property held by it, or to write covered call options
against securities held by it or other forms of options directly related to any
such call options outstanding; and
h. to invest, in the case of any Investment Manager which is a bank
or trust company, through the medium of any fund created and administered by
such Investment Manager for the collective investment of the assets of employee
benefit trusts or otherwise, or in the case of any Investment Manager, to invest
through the medium of any similar collective investment fund created and
administered by the Trustee hereof which serves as a vehicle for the temporary
investment of reserves of participating trusts, so long as in either case such
collective investment fund is a qualified trust under the applicable provisions
of the Internal Revenue Code (and while any portion of the assets of the
Participating Plans is so invested, such collective investment fund shall
constitute part of the Separate Plans, and the instrument creating such fund
shall constitute part of this Master Trust).
6.02 In the event that any investment is made by an Investment Manager in
real property, then the Trustee shall have the right to request as a condition
precedent to its executing any documents or paying over any trust assets in
connection with such transactions, that it received a certified appraisal that
the property has a value at least equal to the transaction price and that the
property is in the form and condition described in such documents, and, further,
that it receive an opinion of counsel (who may be counsel to the Investment
Manager) that such documents are in proper form for execution by the Trustee,
that such deed or document has been or will be properly recorded under all
applicable Recording Acts, and that appropriate policies adequately insuring the
trust against loss for any reason (including a defect in title) have been
procured in the name of the Trustee. In addition, the Investment Manager shall
provide the Trustee, upon request, with the current appraisals of such property
which shall be relied upon by the Trustee for all valuation and accounting
purposes under this Agreement.
6.03 The Company, as to any Company Directed Fund, shall be vested with
all of the powers and discretion vested in an Investment Manager by Section 6.01
and, in addition, may specifically direct the acquisition, holding or sale of
employer securities or employer real property which are "qualifying" within the
meaning of the subject to all the limitations of ERISA, except that employer
securities or employer real property may be held to the extent permitted under
Section 414 (c) (2) or any other transitional rule or applicable exemption under
ERISA.
ARTICLE SEVEN
7.01 The Trustee, with respect to the Discretionary Fund, shall be
vested with all of the powers and discretions vested in the Investment Manager
by Section 6.01.
7.02 In addition, the Trustee is hereby authorized respecting the
Master Fund in its discretion:
a. to register any securities held in the Fund in its own name or in
the name of a nominee and to hold any investment in bearer form, and to
combine certificates representing such investments with certificates of the
same issue held by the Trustee in other fiduciary capacities or to deposit or
to arrange for the deposit of such securities in any qualified central
depository or clearing corporation even though, when so deposited, such
securities may be merged and held in bulk in the name of the nominee of such
depository with other securities deposited therein by any other person, or
to deposit or arrange for the deposit of any securities issued by the United
<PAGE>
States Government, or an agency or instrumentality thereof, with a federal
reserve bank, but the books and records of the Trustee shall at the times
show that all such investments are part of the Master Fund;
b. to employ suitable agents, depositories and counsel, domestic or
foreign, and to charge their reasonable expenses and compensation against
the fund;
c. to borrow money, with or without payment of interest, from any
source as may be necessary or advisable to effectuate the purpose of the
Master Fund on such terms and conditions as the Trustee, in its absolute
discretion, may deem advisable;
d. to deposit any funds of the trust in interest bearing account
deposits maintained by or savings certificates issued by the Trustee, in its
separate corporate capacity, or in any other banking institution affiliated
with the Trustee;
e. to compromise or otherwise adjust all claims in favor of or against
the Fund subject to Company approval;
f. to organize corporations under the laws of any state for the
purpose of acquiring or holding title to any property for the fund or to
request the Company to appoint another trustee for such purpose;
g. to make any distribution or transfer of the Discretionary Fund
assets in cash or inkind as the Trustee and, in furtherance thereof, to value
such assets, which valuation shall be subject to the approval of the Company.
ARTICLE EIGHT
8.01 The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions hereunder for the
Master Fund (including any Directed Fund or Company Directed Fund) and all
accounts, books and records relating thereto shall be open to inspection and
audit at all reasonable times by any persons designated by the Company.
In addition, within ninety (90) days following the close of each fiscal
year, and within ninety (90) days after the removal or resignation of the
Trustee, the Trustee shall file with the Company a written accounting setting
forth all receipts and disbursements of the Fund and all investments and
other transactions effected by it upon its own authority or pursuant to the
directions of any Investment Manager or the Company as herein provided during
such fiscal year or during the period from the close of the last fiscal year
to the date of such removal or resignation. Within sixty (60) days from the
date of filing such annual or other account, the Trustee, if requested by the
Company, will also serve copies of such account upon any persons designated
by the Company as having administrative responsibility with respect to any
Participating Plan. Upon the expiration of two hundred ten (210) days from
the date of filing such account, the Trustee shall be forever released and
discharged from all liability and accountability to the Company or any person
upon whom the Trustee has served a copy of the account with respect to the
accuracy of such accounting, except with aspect to any such acts or
transactions as to which the Company or any person upon whom the account has
been served shall within such two hundred ten (210) day period file with the
Trustee specific written objections.
To the extent, if any, that the Trustee shall be required to value the
assets of any Directed Fund or Company Directed Fund for any purpose,
including any accounting as provided in this section 8.01, the Trustee may
rely for all purposes of this Agreement on any certified appraisal or other
form of valuation submitted to it by the party responsible for the management
and control of such Fund.
8.02 Except to the extent that Sections 502 and 504 of ERISA, as the
same may be amended from time to time, may provide otherwise, in order to
protect the Master Trust from the expenses which might otherwise be incurred,
no one other than the Company may require the Trustee to account or may
institute an action or preceding against the Trustee or the Fund. However,
nothing herein shall in any way limit the Trustee's right to bring any action
or proceeding to settle its account or for such other relief as it may deem
appropriate.
8.03 The Trustee may from time to time consult with counsel, who may
be counsel to the Company, with respect to any questions arising as to the
construction of this Agreement or any action to be taken hereunder and the
Trustee shall be fully protected, to the extent permitted by law, in acting
in good faith upon the advice of counsel.
<PAGE>
ARTICLE NINE
9.01 Any expenses incurred by the Trustee in connection with its
administration of this Trust, including fees for legal services rendered to
the Trustee, provided the Trustee gives written notice served to the Company
prior to the retaining of such legal service, (whether or not rendered in
connection with a judicial or administrative proceeding and whether or not
incurred while it is acting as Trustee), such compensation to the Trustee as
may be agreed upon from time to time between the Trustee and the Company, and
all other proper charges and disbursements of the Trustee, shall be paid from
the Master Fund unless paid by the Company. The Company shall reimburse the
Trustee for any such expenses if for any reason such expenses cannot be paid
out of the Fund. The Company may direct the Trustee to pay from the Master
Fund the fees of any Investment Manager appointed pursuant to Section 5.01
and other proper administration expenses of any Participating Plan, including
but not limited to actuarial fees. All taxes of any and all kinds whatsoever
that may be levied or assessed under existing or future laws upon the Master
Fund or the income thereof shall be paid from the Master Fund. Any amount
paid from the Master Fund which is specifically allocable to a particular
Participating Plan or Plans shall be charged against the equitable shares of
such Participating Plan or Plans; any amount paid from the Fund which is
allocable to all of the Participating Plans shall be charged against the
Fund as a whole.
ARTICLE TEN
10.01 Subject to the provisions of Section 3.03, whenever the
provisions of this Agreement require or permit any action to be taken by the
Company or any Corporation, such action may be taken by the Board of Directors
of the entity taking the same or by any person authorized to act on behalf of
such entity by such Board of Directors. Any resolution adopted by the Board
of Directors of any corporation shall be certified to the Trustee by the
Secretary or an Assistant Secretary of such Corporation under its corporate
seal, and the Trustee may rely upon any resolution so certified until revoked
or modified by a further resolution similarly certified to the Trustee.
10.02 The Company shall furnish the Trustee from time to time with
a certificate of its Secretary or an Assistant Secretary as to the names and
signatures of all persons authorized to issue orders, requests, instructions
and objections to the Trustee pursuant to the provisions of this Agreement.
10.03 All orders, requests, instructions and objections of any of the
persons authorized to act in accordance with the provisions of this Agreement
may be required by the Trustee, to the extent practical, to be in writing,
but the Trustee shall be fully protected in acting in accordance with either
such written instructions or oral instructions received by the Trustee in
good faith.
10.04 The Trustee shall have the right to assume in the absence of
written notice to the contrary, that no event constituting a change in the
authority of any person or terminating any Investment Manager's authority has
occurred.
ARTICLE ELEVEN
11.01 If Marshall & llsley Trust Company is at any time acting as a
successor Trustee or succeeds to responsibilities hereunder for management of
plan assets with respect to the Fund (or any portion thereof), the Company
hereby agrees to hold Marshall & Ilsley Trust Company harmless from and
against all taxes, expenses (including counsel fees), liabilities, claims,
damages, actions, suits or other charges incurred by or assessed against it
as successor Trustee, as a direct or indirect result of any act or omission
of a predecessor trustee or any other person who, prior to Marshall & Ilsley
Trust Company's acceptance as Trustee, was charged under any agreement
affecting Fund assets for investment responsibility with respect to such
assets.
ARTICLE TWELVE
12.01 Upon receipt of notice from the Company of the termination, the
disqualification under Section 401 (a) of the Code, or the withdrawal from
this Master Trust, of any Participating Plan or any part thereof, the Trustee
shall withdraw and segregate the share of the assets of the Fund allocable to
such Participating Plan or part thereof and shall either dispose of such
segregated share in accordance with the directions of the Company or continue
to hold such segregated share, in trust, as a separate trust governed by the
same provisions as this Agreement, except that if such segregated share is
equal to an entire Participating Plan in the Fund, the entity or successor
thereto which had established such Participating Plan shall thereafter be
deemed to be "the Company" for all purposes of the Agreement. If such
segregated share is less than the entire equitable share of a Participating
Plan in the Fund, the Company shall certify to the Trustee, that portion of
the equitable share of such Participating Plan attributable to the
participants and their beneficiaries on whose account such assets are to be
segregated.
<PAGE>
12.02 The Company reserves the right at any time and from time to time
to terminate or to amend, in whole or in part, any or all of the provisions
of this Agreement by notice thereof in writing delivered to the Trustee;
provided that, no such amendment which affects the rights, duties or
responsibilities of the Trustee may be made without its consent, and provided
further that, except as may be otherwise allowed under Section 403(c) of ERISA
(it being the Company's intent that all contributions by it or any Corporation
to any Participating Plan be conditioned as allowed in said Section), no
instrument of termination or amendment shall authorize or permit, at any time
prior to the satisfaction of all liabilities with respect to the participants
and their beneficiaries under the Plans, any part of the corpus or income of
the Fund to be used for or diverted to purposes other than for the exclusive
benefit of such participants and their beneficiaries.
12.03 In the event of the termination of the Trust as above provided
(or of all the Participating Plans), the Trustee shall continue to administer
the Fund as hereinabove provided until all of the purposes for which it has
been established have been accomplished or dispose of the Fund after the
payment or other provision of all expenses incurred in the administration and
termination of the Trust (including any compensation to which the Trustee may
be entitled), all in accordance with the written order of the Company or any
successor thereto. Until the final distribution of such Fund, the Trustee
shall continue to have and may exercise all of the powers and discretions
conferred upon it by this Agreement.
12.04 The Trustee may be removed by the Company at any time upon
thirty (30) days notice in writing to the Trustee. The Trustee may resign at
any time upon thirty (30) days' notice in writing to the Company. Upon such
removal or resignation of the Trustee, the Company shall appoint a successor
trustee and, upon acceptance of such appointment by the successor trustee,
the Trustee shall assign, transfer and pay over to such successor trustee the
Fund, as then constituted, upon the directions of the Company. The Trustee is
authorized, however, to reserve such amount as to it may seem advisable for
payments of its fees and expenses in connection with the settlement of its
account or otherwise, and any balance of such reserve remaining after the
payment of such fees and expenses shall be paid over to the successor trustee
or alternative funding medium, as the case may be. Notwithstanding any
provision of the Plans or this Agreement to the contrary, the Trustee is
hereby authorized to invest and reinvest such reserves in any investment or
investment vehicle (including any collective investment fund described in
Section 4.02) appropriate for the temporary investment of each cash reserves
of trusts.
If for any reason the Company cannot or does not act in the event of the
resignation or removal of the Trustee, as hereinabove provided, the Trustee
may apply to a court of competent jurisdiction for the appointment of a
successor Trustee or for instructions. Any expenses incurred by the Trustee
in connection therewith shall be paid from the Fund as an expense of
administration.
12.05 Anything hereinabove to the contrary notwithstanding, the Trustee
may condition its delivery, transfer or distribution or any asset under this
Article upon the Trustee s receiving assurance satisfactory to it that the
approval of appropriate governmental or other authorities has been secured
and that all notices and other procedures required by applicable law have
been accomplished.
ARTICLE THIRTEEN
13.01 To the extent that State Law shall not have been preempted by the
provisions of ERISA or any other laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this
Agreement shall be administered, construed and enforced according to the laws
of the State of Wisconsin.
ARTICLE FOURTEEN
14.01 The Company shall provide the Trustee with copies of all
documents constituting the Participating Plans at the time this Agreement is
executed by the Company or adopted under any other plan, as provided in
Article Two, and all other documents amending or supplementing the
Participating Plan promptly upon their adoption. The Trustee shall be
entitled to rely upon the Company s attention to this obligation and shall be
under no duty to inquire of the Company as to the existence of any documents
not provided by the Company hereunder.
ARTICLE FIFTEEN
15.01 Pursuant to a resolution by its Board of Directors and in
consideration of the Trustee s agreeing to enter into this Agreement, the
Company hereby agrees to hold harmless Marshall & Ilsley Trust Company,
individually and as Trustee under this Agreement, and Marshall & Ilsley Trust
Company directors, officers, and employees from and against all amounts
including without limitation, taxes, expenses (including reasonable counsel
fees), liabilities, claims, damages, actions, suits or other charges, incurred
by or assessed against Marshall & Ilsley Trust Company, individually or as
Trustee, or its directors, officers, or employees, (i) as a direct or indirect
result of anything done in good faith, or alleged to have been done, by or
on behalf of Marshall & Ilsley Trust Company in reliance upon the directions
of the company, any Investment Manager appointed by the Company, or any
<PAGE>
person or committee authorized to act on behalf of the Company or to appoint
such Investment Manager under any Participating Plan, or anything omitted
to be done in good faith, or alleged to have been omitted, in the absence of
such directions, or (ii) as a direct or indirect result of the failure of the
Company or such person or a committee, as a co-fiduciary under said Plans,
directly or through its agents, to adequately, carefully and diligently
discharge its responsibilities with respect to the selection, supervision
and /or retention of any Investment Manager.
15.02 The Company further agrees that the undertakings made in this
Article of this Agreement shall binding on its successors or assigns and
shall survive termination, amendment or restatement of this Agreement or the
resignation or removal of the Trustee, and that this Article shall be
construed as a contract between the Company and the Trustee according to
the laws of the State of Wisconsin in effect from time to time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officer-s and their corporate seals
to be affixed as of the date first above set forth.
REGAL-BELOIT CORPORATION
Kenneth F. Kaplan
-----------------------
BY: Kenneth F. Kaplan
TITLE: VP, CFO & Secretary
Fritz Hollenbach
----------------------
ATTEST: Fritz Hollenbach
TITLE: VP Human Resources
MARSHALL & ILSLEY TRUST COMPANY
William P. Grow
---------------------
BY: William P. Grow
TITLE: Vice President
<PAGE>
APPENDIX A
1. Regal-Beloit Corporation Profit Sharing Trust
2. Regal-Beloit Corporation Personal Savings Trust
3. Marathon Electric Salaried Employees 401(k) Savings Plan
4. Marathon Electric Hourly 401(k) Savings Plan
5. Regal-Beloit Corporation Savings & Protection Plan
Exhibit 23.1
Consent of Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Regal-Beloit Corporation:
As independent public accountants, we hereby consent to the incorporation of our
reports, included and incorporated by reference, in this S-8 Registration for
the Regal-Beloit Corporation Savings and Protection Plan.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 27, 1998
<PAGE>
Exhibit 24.1
Powers of Attorney
Signature Page of This Registration
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
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 Beloit, State of Wisconsin, on this 27th day of
March, 1998.
REGAL-BELOIT CORPORATION
REGISTRANT
By: James L. Packard
----------------
James L. Packard
Chairman, President and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James L. Packard and Kenneth F. Kaplan, and each of them, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission and any state of the U.S., granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
James L. Packard
- ------------------------
James L. Packard Chairman, President and March 27, 1998
Chief Executive Officer
<PAGE>
Kenneth F. Kaplan
- ------------------------
Kenneth F. Kaplan Secretary, Vice President March 27, 1998
and Chief Financial Officer
Henry W. Knueppel
- ------------------------
Henry W. Knueppel Executive Vice President March 27, 1998
Director
Frank E. Bauchiero
- ------------------------
Frank E. Bauchiero Director March 27, 1998
J. Reed Coleman
- ------------------------
J. Reed Coleman Director March 27, 1998
John M. Eldred
- ------------------------
John M. Eldred Director March 27, 1998
Stephen N. Graff
- ------------------------
Stephen N. Graff Director March 27, 1998
G. Frederick Kasten, Jr.
- ------------------------
G. Frederick Kasten, Jr. Director March 27, 1998
William W. Keefer
- ------------------------
William W. Keefer Director March 27, 1998
John A. McKay
- ------------------------
John A. McKay Director March 27, 1998
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beloit, State of
Wisconsin, on March 27, 1998.
REGAL-BELOIT CORPORATION
PLAN
By: James L. Packard
----------------
James L. Packard
Plan Sponsor
<PAGE>
Exhibit 24.2
Signatures
Marshall & Ilsley Trust Company
Pursuant to the requirements of the Securities Act of 1933, the trustees
have caused this registration to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
this 27th date of March, 1998.
REGAL-BELOIT CORPORATION
SAVINGS AND PROTECTION PLAN
By: WILLIAM P. GROW
---------------------------------
William P. Grow, Vice President
Marshall & Ilsley Trust Company
Trustee
<PAGE>
Exhibit 99
Internal Revenue Service Determination Letter of Tax Qualified Status
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P 0 BOX A-3617 DPN20-6
CHICAGO IL 60690
Employer Identification Number:
39-0875718
Date: January 20, 1993 File Folder Number:
360001315
Person to Contact:
REGAL-BELOIT CORPORATION TECHNICAL SCREENER
200 STATE STREET Contact Telephone Number:
BELOIT WI 53511 (312) 435-1040
Plan Name:
SAVINGS & PROTECTION PLAN
Plan Number: 007
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401 -1 (b)(3) of the Income Tax
Regulations). We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is applicable for the amendment(s) adopted on
October 2, 1989.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification
and demonstrations are considered an integral part of this letter.
Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD
OR YOU WILL NOT BE ABLY TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE
91-66.
<PAGE>
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Marilyn W. Day
District Director
