As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REYNOLDS METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6601 West Broad Street, Richmond, VA 23230
(Address of principal executive offices, including zip code)
EMPLOYEES SAVINGS PLAN
(Full title of plan)
D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary
and
BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant
Secretary
Reynolds Metals Company
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Names, addresses and telephone numbers, including area code,
of agents for service)<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<C> <C> <C> <C> <C>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum registration fee**
price per share** aggregate offering
price**
Common Stock, 50,000 $45.75 $2,287,500.00 $788.80
without par value* shares
<FN>
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
**In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
price and registration fee are computed on the basis of a price per share based, pursuant to Rule
457(c), on the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape on May 20, 1994. In accordance with Rule 457(h)(2), no
separate registration fee is required with respect to the interests to be registered hereunder.
/TABLE
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated herein by reference:
(1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1993.
(2) All other reports filed by the Company or the Employees Savings
Plan maintained by the Company (the "Plan") pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1993.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1994
pertaining to Common Stock and Preferred Stock Purchase Rights.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (including,
without limitation, annual reports for the Plan filed pursuant to Section
15(d)), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered hereunder will be
passed upon by D. Michael Jones, Esq., Vice President, General Counsel and
Secretary of the Company. Mr. Jones, in his capacity as Vice President,
General Counsel and Secretary of the Company, is paid a salary by the
Company and is a participant in various employee benefit plans offered to
employees of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in
the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company
unless the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses. Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to
indemnify any person to the full extent of its powers as described above.
The Company has entered into indemnification agreements with each of its
directors and officers. The rights conferred thereunder are substantially
the same as those under Article X of the Company's By-Laws. In addition,
the agreements provide for indemnification of expenses incurred as a
witness, require the Company to observe specified procedures, within set
time limits, when indemnification or advancement of expenses is requested
and provide for payment of expenses incurred in enforcing the agreement.
Article XI of the Company's Restated Certificate of Incorporation limits
the personal liability of directors to the Company or its shareholders for
monetary damages for certain breaches of fiduciary duty.
The Company has placed in effect insurance indemnifying against
certain liabilities that could arise from acts (or omissions to act) of its
officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
*4.1 Restated Certificate of Incorporation, as amended to the date
hereof. (File No. 1-1430, Registration Statement on Form 8-A dated
February 23, 1994, pertaining to Common Stock and Preferred Stock
Purchase Rights, Exhibit 1)
*4.2 Form of Common Stock Certificate. (Registration Statement No. 33-
66032 on Form S-8, dated July 15, 1993, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1994, Exhibit 4.2)
*4.4 Rights Agreement dated as of November 23, 1987 (the "Rights
Agreement") between Reynolds Metals Company and The Chase Manhattan
Bank, N.A. (File No. 1-1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to Preferred Stock Purchase
Rights, Exhibit 1)
*4.5 Amendment No. 1 dated as of December 19, 1991 to the Rights
Agreement. (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11)
4.6 Form of Employees Savings Plan as Amended and Restated Effective
July 1, 1994
5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel
and Secretary
23.1 Consent of Ernst & Young
23.2 The consent of D. Michael Jones, Esq. is contained in his opinion.
See Exhibit 5 hereto.
24 Powers of Attorney
______________________
* Incorporated by reference.
The Registrant has obtained a determination letter dated
January 13, 1992 from the Internal Revenue Service (the "IRS") that the
Plan, as adopted on January 1, 1990, is qualified under Section 401 of the
Internal Revenue Code. The Registrant hereby undertakes that it will
submit the Plan, as amended and restated effective July 1, 1994, to the IRS
in a timely manner and will make all changes required by the IRS in order
to qualify the Plan, as so amended and restated.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and each filing of the Plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to in Item 6 above, 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 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on this 27th day of May, 1994.
REYNOLDS METALS COMPANY
By Richard G. Holder
Richard G. Holder,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 27, 1994.
*David P. Reynolds Richard G. Holder
David P. Reynolds, Director Richard G. Holder, Director,
Chairman of the Board and
Chief Executive Officer
Randolph N. Reynolds Henry S. Savedge, Jr.
Randolph N. Reynolds, Director Henry S. Savedge, Jr., Director,
Executive Vice President and
Chief Financial Officer
*William O. Bourke Jeremiah J. Sheehan
William O. Bourke, Director Jeremiah J. Sheehan, Director
*John R. Hall *Thomas A. Graves, Jr.
John R. Hall, Director Thomas A. Graves, Jr., Director
*Robert J. Vlasic *Gerald Greenwald
Robert J. Vlasic, Director Gerald Greenwald, Director
___________________________________ *Robert L. Hintz
Charles A. Sanders, Director Robert L. Hintz, Director
*Joe B. Wyatt Yale M. Brandt
Joe B. Wyatt, Director Yale M. Brandt, Director
*By Brenda A. Hart Allen M. Earehart
Brenda A. Hart, Attorney-in-Fact Allen M. Earehart, Vice President,
Controller
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Registrant, as administrator of the Employees Savings Plan
maintained by the Registrant, has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the County of Henrico, Commonwealth of Virginia, on this 27th day of
May, 1994.
EMPLOYEES SAVINGS PLAN
By REYNOLDS METALS COMPANY,
as Plan Administrator
By Richard G. Holder
Richard G. Holder,
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
*4.1 Restated Certificate of Incorporation, as amended
to the date hereof. (File No. 1-1430, Registration
Statement on Form 8-A dated February 23, 1994,
pertaining to Common Stock and Preferred Stock
Purchase Rights, Exhibit 1)
*4.2 Form of Common Stock Certificate. (Registration
Statement No. 33-66032 on Form S-8, dated July 15,
1993, Exhibit 4.2)
*4.3 By-Laws, as amended to the date hereof. (File No.
1-1430, Form 10-Q Report for the Quarter Ended
March 31, 1994, Exhibit 4.2)
*4.4 Rights Agreement dated as of November 23, 1987 (the
"Rights Agreement")between Reynolds Metals Company
and The Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A dated
November 23, 1987, pertaining to Preferred Stock
Purchase Rights, Exhibit 1)
*4.5 Amendment No. 1 dated as of December 19, 1991 to
the Rights Agreement. (File No. 1-1430, 1991 Form
10-K Report, Exhibit 4.11)
4.6 Form of Employees Savings Plan as Amended and
Restated Effective July 1, 1994
5 Opinion of D. Michael Jones, Esq., Vice President,
General Counsel and Secretary
23.1 Consent of Ernst & Young
23.2 The consent of D. Michael Jones, Esq. is contained
in his opinion. See Exhibit 5 hereto.
24 Powers of Attorney
__________________
* Incorporated by reference.
EXHIBIT 4.6
EMPLOYEES SAVINGS PLAN
As Amended and Restated
Effective January 1, 1990
(This document is subject to the
approval of the Internal Revenue Service.)
Plan Number 041
TABLE OF CONTENTS
Page
ARTICLE I Definitions . . . . . . . . . . . . . . . . 1
ARTICLE II Eligibility . . . . . . . . . . . . . . . . 10
ARTICLE III Contributions . . . . . . . . . . . . . . . 11
ARTICLE IV Investment of Contribution. . . . . . . . . 21
ARTICLE V Participant Accounts. . . . . . . . . . . . 23
ARTICLE VI Retirement. . . . . . . . . . . . . . . . . 30
ARTICLE VII Death . . . . . . . . . . . . . . . . . . . 31
ARTICLE VIII Termination of Employment . . . . . . . . . 34
ARTICLE IX Distribution of Benefits Following Death,
Retirement, or Termination of Employment. . 38
ARTICLE X Withdrawals and Loans . . . . . . . . . . . 42
ARTICLE XI Administration. . . . . . . . . . . . . . . 53
ARTICLE XII Miscellaneous Provisions. . . . . . . . . . 55
ARTICLE XIII Top-Heavy Plan Provisions . . . . . . . . . 59
Appendix
ARTICLE I
Definitions
1.1 "Accrued Benefit" shall mean, with respect to any
Participant at any time, the then value of his Participant Account.
1.2 "Additional Compensation" shall mean an Employee's
additional compensation, if any, for purposes of the Plan as set forth in
the Appendix.
1.3 "After Tax Contribution" shall mean the amounts a
Participant elects to contribute to the Plan in accordance with Section
3.1(b) or Section 3.2(b).
1.4 "After Tax Contribution Portion" shall mean, as of any
Valuation Date, the sum of the Participant's After Tax Voluntary Additional
Contribution Portion and After Tax Voluntary Payroll Contribution Portion.
1.5 "After Tax Voluntary Additional Contribution" shall mean
the amounts a Participant elects to contribute to the Plan in accordance
with Section 3.2(b).
1.6 "After Tax Voluntary Additional Contribution Portion" shall
mean, as of any Valuation Date, the then amount of After Tax Voluntary
Additional Contributions in a Participant's Account, adjusted to reflect
all credits and debits attributable to such contributions pursuant to
Sections 5.3 and 5.4.
1.7 "After Tax Voluntary Payroll Contribution" shall mean the
amount a Participant elects to contribute to the Plan in accordance with
Section 3.1(b).
1.8 "After Tax Voluntary Payroll Contribution Portion"
shall mean, as of any Valuation Date, the then amount of After Tax
Voluntary Payroll Contributions in a Participant's Account, adjusted to
reflect all credits and debits attributable to such contributions pursuant
to Sections 5.3 and 5.4.
1.9 "Associate" shall mean any corporation or organization
which, with the consent of the Company's Chief Executive Officer or his
delegate, and subject to such terms and conditions as he approves, adopts
the Plan for some or all of its employees.
1.10 "Before Tax Contribution" shall mean the amounts that the
Employer defers on a Participant's behalf in accordance with Section 3.1(a)
or Section 3.2(a), as well as any amounts the Employer deferred on a
Participant's behalf before the date this amended and restated Plan
allowing for After Tax Contributions became effective.
1.11 "Before Tax Contribution Portion" shall mean, as of any
Valuation Date, the sum of the Participant's Before Tax Voluntary
Additional Contribution Portion and Before Tax Voluntary Payroll
Contribution Portion.
1.12 "Before Tax Voluntary Additional Contribution" shall mean
the amounts that the Employer defers on a Participant's behalf in
accordance with Section 3.2(a).
1.13 "Before Tax Voluntary Additional Contribution Portion"
shall mean, as of any Valuation Date, the then amount of Before Tax
Voluntary Additional Contributions in a Participant's Account, adjusted to
reflect all credits and debits attributable to such contributions pursuant
to Sections 5.3 and 5.4.
1.14 "Before Tax Voluntary Payroll Contribution" shall mean the
amounts the Employer defers on a Participant's behalf in accordance with
Section 3.1(a).
1.15 "Before Tax Voluntary Payroll Contribution Portion" shall
mean, as of any Valuation Date, the then amount of Before Tax Voluntary
Payroll Contributions in a Participant's Account, adjusted to reflect all
credits and debits attributable to such contributions pursuant to Sections
5.3 and 5.4.
1.16 "Board of Directors" shall mean the Board of Directors of
the Company.
1.17 "Break in Service" shall have the meaning determined under
Section 8.2.
1.18 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
1.19 "Company Matching Contribution" shall mean any contribution
made to the Plan on behalf of a Participant pursuant to Section 3.5(a).
1.20 "Company Matching Contribution Portion" shall mean, as of
any Valuation Date, the amount of the Company Matching Contributions
allocated on behalf of a Participant, adjusted to reflect all credits and
debits attributable to such contributions which are made to such
Participant's Participant Account pursuant to Sections 5.3 and 5.4.
1.21 "Company Stock" shall mean Common Stock of Reynolds Metals
Company, without par value.
1.22 "Compensation" shall mean an Employee's compensation for
purposes of the Plan as set forth in the Appendix; provided, however, that
an Employee's Compensation for any Plan Year shall not exceed $150,000,
adjusted for changes in the cost of living as provided in Section
401(a)(17)(B) of the Internal Revenue Code.
1.23 "Controlled Group of Corporations" shall have the meaning
determined in accordance with Section 1563(a) of the Internal Revenue Code.
1.24 "Effective Date" shall mean January 1, 1990 with regard to
this Plan.
1.25 "Eligible Employee" shall mean an Employee who is eligible
to participate in the Plan in accordance with Section 2.1.
1.26 "Employee" shall mean any employee of an Employer who is
included in the class of employees covered by the Plan on any given date,
all as set forth in the Appendix.
1.27 "Employers" shall mean the Company and the Associates, and
the term "Employer" shall mean one of the Employers.
1.28 "Employment Year" shall mean the twelve (12) consecutive
months measured from the date an Employee first performs an Hour of Service
and anniversaries of that date.
1.29 "Hour of Service" shall mean each hour for which an
Employee was compensated directly or indirectly by an Employer or during
which he was performing duties for an Employer, and Hour of Service shall
also include any hour of service for which back pay, regardless of
mitigation of damages, is awarded or agreed to by the Employer. Hours will
be computed and credited in accordance with 29 CFR Sec. 2530.200b. In
addition, Hours of Service shall include any hours the Employee was on an
Employer-approved leave of absence for military duty. An Employer-approved
leave of absence for military duty shall be deemed to be granted for any
absence from active work by reason of an Employee's entry subsequent to
May 1, 1940 into service as a member of the Armed Forces of the United
States, provided that such absence does not exceed the period of time
during which such Employee's rights are protected by law relating to
military service and provided that the Employee makes application for
reemployment and is reemployed within the period prescribed by such law.
1.30 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time. Any reference to a specific
section of ERISA shall include that section and any comparable section or
sections of future legislation amending, modifying, supplementing, or
superseding the referenced section.
1.31 "Internal Revenue Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time. Any reference to a specific
section of the Internal Revenue Code shall include that section and any
comparable section or sections of future legislation amending, modifying,
supplementing, or superseding the referenced section.
1.32 "Investment Fund" shall mean the Balanced Investment Fund,
the Diversified Equities Fund, the Interest Income Fund, or the Reynolds
Stock Fund, all as described in Section 1.40.
1.33 "Investment Manager" shall mean a person or entity
appointed by the Company's Chief Executive Officer or his delegate to
manage all or any designated portion of the assets of the Trust Fund.
1.34 "Month of Service" shall mean a calendar month in which an
Employee is credited with at least one (1) Hour of Service.
1.35 "Participant" shall mean an Eligible Employee who elects to
make Voluntary Contributions, or an Employee or former Employee for whom a
Participant Account is maintained, irrespective of whether contributions
are being made for such individual at any given time.
1.36 "Participant Account" shall mean, as of any Valuation Date,
the sum of the Participant's After Tax Voluntary Additional Contribution
Portion, After Tax Voluntary Payroll Contribution Portion, Before Tax
Voluntary Additional Contribution Portion, Before Tax Voluntary Payroll
Contribution Portion, and Company Matching Contribution Portion.
1.37 "Plan" shall mean the Employees Savings Plan as herein set
forth and as amended from time to time.
1.38 "Plan Year" shall mean the twelve (12) consecutive month
period beginning with January 1 and ending with December 31.
1.39 "Trust Agreement" shall mean any agreement entered into
between the Company and any Trustee to carry out the purposes of this Plan.
1.40 "Trust Fund" shall mean the amounts held by the Trustee in
accordance with the terms of this Plan and shall consist of the following
Investment Funds:
(a) Balanced Investment Fund, which shall consist of (1)
one or more mutual funds, (2) one or more pooled or collective
investment funds, (3) one or more index funds, or (4) a
combination of any of the above, as the Company or a duly
appointed Investment Manager may direct from time to time, so
that the fund or funds holding assets of the Balanced Investment
Fund at any time will in the aggregate have the objective of
being at least 50 percent invested primarily in equity securities
and the remainder primarily in fixed income securities.
(b) Diversified Equities Fund, which shall consist of (1)
one or more mutual funds which invest primarily in a diversified
portfolio of common stocks, (2) one or more pooled or collective
investment funds which invest primarily in a diversified
portfolio of common stocks, (3) one or more equity index funds,
or (4) a combination of the above, as the Company or a duly
appointed Investment Manager may direct from time to time.
(c) Interest Income Fund, which shall consist of a
contract or contracts with (1) one or more insurance companies,
(2) one or more banks or other financial institutions, or (3) a
combination of any of the above, which contract or contracts have
the effect in each instance of promising that amounts withdrawn
from the Interest Income Fund for any purpose permitted under the
Plan will be made at book value except in such limited
circumstances as may be set forth in the contract.
(d) Reynolds Stock Fund, which shall consist of Company
Stock; appropriate adjustments will be made in the event of a
stock split, stock dividend and similar changes. Amounts
allocated to any of these Investment Funds may be temporarily
invested in cash equivalents by the Trustee to the extent
necessary to facilitate the investment or reinvestment of Plan
assets and the distribution of account balances to Participants
as provided under the Plan.
1.41 "Trustee" shall mean any bank or trust company selected by
the Company's Chief Executive Officer or his delegate to serve as Trustee
pursuant to the provisions of the Trust Agreement.
1.42 "Valuation Date" shall mean for each calendar month the
last day of that month.
1.43 "Voluntary Contribution" shall mean any contribution made
to the Plan by or on behalf of a Participant pursuant to Section 3.1 or
3.2.
1.44 "Voluntary Contribution Portion" shall mean, as of any
Valuation Date, the amount of a Participant's Voluntary Payroll
Contribution Portion and Voluntary Additional Contribution Portion.
1.45 "Voluntary Additional Contribution" shall mean that portion
of a Participant's Additional Compensation that is contributed to the Plan
by or on behalf of the Participant in accordance with Section 3.2.
1.46 "Voluntary Additional Contribution Portion" shall mean, as
of any Valuation Date, the amount of Voluntary Additional Contributions in
a Participant's Participant Account, adjusted to reflect all credits and
debits attributable to such contributions pursuant to Section 5.3 and 5.4.
1.47 "Voluntary Payroll Contribution" shall mean that portion of
a Participant's Compensation that is contributed to the Plan by or on
behalf of the Participant in accordance with Section 3.1.
1.48 "Voluntary Payroll Contribution Portion" shall mean, as of
any Valuation Date, the amount of Voluntary Payroll Contributions in a
Participant's Participant Account, adjusted to reflect all credits and
debits attributable to such contributions pursuant to Sections 5.3 and 5.4.
1.49 "Year of Service" shall mean an Employment Year during
which an Employee is credited with at least six (6) Months of Service. A
former Participant who is reemployed as an Employee shall receive credit
for all purposes of this Plan for his Years of Service, if any, prior to
his reemployment.
ARTICLE II
Eligibility
2.1 Eligibility Requirements. Any Employee shall be eligible
to become a Participant in the Plan on the later of (a) the date on which
he completes his probationary period or (b) the date on which the class of
employees of which he is a part first becomes eligible to be covered by
this Plan. For each such class of employees, the Appendix sets forth the
length of the probationary period applicable from time to time and the date
on which that class of employees first became eligible to be covered by
this Plan. Notwithstanding the foregoing, an Employee who is otherwise
eligible to participate shall not be eligible to make contributions for any
periods during which his active participation is required to be suspended
as a result of a hardship withdrawal under this Plan or any other plan
maintained by the Company or a member of the Controlled Group of
Corporations.
2.2 Entry Into Plan. An Employee who has satisfied the
eligibility requirements specified in Section 2.1 may become a Participant
by making application in accordance with procedures established by the
Company. Such an Employee's participation shall then become effective on
the first day of the first full payroll period of the month following the
month in which the application is processed.
ARTICLE III
Contributions
3.1 Voluntary Payroll Contributions. (a) A Participant may
direct the Employer to make a contribution to the Plan on his behalf of not
less than two percent (2%) nor more than twelve percent (12%) of his
Compensation, in multiples of one percent (1%), for each payroll period;
provided, however, that in no event shall contributions made on behalf of a
Participant pursuant to this Section 3.1(a), when added to the After Tax
Contributions such Participant elects to make pursuant to Section 3.1(b),
equal less than two percent (2%) nor more than twelve percent (12%) of the
Participant's Compensation. Contributions pursuant to this Section 3.1(a)
shall be called "Before Tax Contributions" and shall be made from the
Participant's Compensation prior to deductions for any federal, state, and
local income taxes, except in states or localities where contributions to
plans qualified under Section 401(k) of the Internal Revenue Code are
subject to income tax withholding. Contributions pursuant to this Section
3.1(a) are subject to the limitations of Section 3.1(d).
(b) A Participant may elect to make an After Tax
Contribution to the Plan of not less than two percent (2%) nor more than
twelve percent (12%) of his Compensation, in multiples of one percent (1%),
for each payroll period; provided, however, that in no event shall a
Participant's After Tax Contributions pursuant to this Section 3.1(b), when
added to the Before Tax Contributions made on his behalf pursuant to
Section 3.1(a), equal less than two percent (2%) nor more than twelve
percent (12%) of the Participant's Compensation. After Tax Contributions
shall be made from the Participant's Compensation after deductions for any
federal, state, and local income taxes.
(c) All Participant Before Tax and After Tax Contributions
made to the Plan pursuant to this Section 3.1 shall be in the form of
Employee-authorized payroll deductions, and shall be rounded to the nearest
whole dollar.
(d) Before Tax Contributions made on behalf of a
Participant pursuant to Section 3.1(a) may in no event exceed (1) Nine
Thousand Two Hundred Forty Dollars ($9,240) in the Plan Year beginning
January 1, 1994, and (2) such adjusted amount in each subsequent Plan Year
as may be established by the Secretary of the Treasury pursuant to Section
402(g)(5) of the Internal Revenue Code. Contributions in excess of this
limit in any Plan Year shall be treated as After Tax Contributions for all
purposes under this Plan.
3.2 Voluntary Additional Contributions. (a) A Participant who
is entitled to receive Additional Compensation may direct the Employer to
make a contribution to the Plan on his behalf of not less than ten percent
(10%) nor more than eighty percent (80%) of such Additional Compensation,
in multiples of ten percent (10%); provided, however, that in no event
shall the contribution made on behalf of a Participant pursuant to this
Section 3.2(a), when added to the After Tax Contribution such Participant
elects to make pursuant to Section 3.2(b), be less than ten percent (10%)
nor more than eighty percent (80%) of such Additional Compensation (or, if
less, the amount of the Additional Compensation that remains after
reduction for all applicable withholding taxes). Contributions pursuant to
this Section 3.2(a) shall be treated and accounted for as Before Tax
Contributions under the Plan as described in Section 3.1(a) and except to
the extent specifically provided otherwise in this Section 3.2 shall be
subject to all the same conditions and limitations that apply to Before Tax
Contributions made in accordance with Section 3.1(a).
(b) A Participant who is entitled to receive Additional
Compensation may elect to make a contribution to the Plan of not less than
ten percent (10%) nor more than eighty percent (80%) of such Additional
Compensation, in multiples of ten percent (10%); provided, however, that in
no event shall a Participant's After Tax Contribution pursuant to this
Section 3.2(b), when added to the Before Tax Contribution made on his
behalf pursuant to Section 3.2(a), be less than ten percent (10%) nor more
than eighty percent (80%) of such Additional Compensation for the year (or,
if less, the amount of the Additional Compensation that remains after
reduction for all applicable withholding taxes). Contributions pursuant to
this Section 3.2(b) shall be treated and accounted for as After Tax
Contributions under the Plan as described in Section 3.1(b) and except to
the extent specifically provided otherwise in this Section 3.2 shall be
subject to all the same conditions and limitations that apply to After Tax
Contributions made in accordance with Section 3.1(b).
(c) Regardless of whether the Employee is currently making
contributions to the Plan, elections in accordance with this Section 3.2
may be made by any Employee who meets the eligibility requirements of
Section 2.1 and whose active participation is not required to be suspended
as a result of a hardship withdrawal under this Plan or any other qualified
plan maintained by the Company or a member of the Controlled Group of
Corporations.
(d) Elections with respect to Additional Compensation must
be made no later than the end of the period to which the Additional
Compensation relates. All elections under this Section 3.2 must be made
during the specified election period each year in accordance with
procedures established by the Company. Elections not made in a timely
fashion are void. All contributions shall be rounded to the nearest whole
dollar.
3.3 Change in the Amount of Voluntary Payroll Contributions. A
Participant may, by making application in accordance with procedures
established by the Company, change his rate of Before Tax and/or After Tax
Contributions being made to the Plan pursuant to Section 3.1. Such change
may occur no more frequently than once in any Plan Year. Such change shall
become effective on the first day of the first full payroll period of the
month following the month in which the application is processed.
3.4 Suspension of Voluntary Payroll Contributions. (a) By
making the appropriate application, a Participant who is actively at work
may elect at any time to suspend his Voluntary Payroll Contributions being
made to the Plan pursuant to Section 3.1. Such voluntary suspension shall
become effective as soon as practicable, but not later than for the first
complete payroll period for the month following the month in which the
suspension application is processed. A Participant who subsequently wishes
to resume his contributions must make written application in accordance
with the provisions of Section 3.3; this election shall become effective at
the beginning of the following Plan Year. A Participant shall not be
permitted to make up suspended contributions.
(b) Voluntary Payroll Contributions shall be suspended
automatically for any payroll period in which the Participant is not in
receipt of Compensation. In this case, contributions will automatically
resume as soon as the Participant begins receiving Compensation again.
3.5 Company Matching Contributions. (a) In the case of each
Participant who is entitled to a Company Matching Contribution as specified
in the Appendix, the Employer shall contribute each payroll period for such
Participant an amount equal to fifty percent (50%) of the first six percent
(6%) of the Participant's Compensation contributed to the Plan by him or on
his behalf pursuant to Section 3.1. Contributions of Additional
Compensation in accordance with Section 3.2 shall not be taken into
consideration for purposes of computing any Employer Matching
Contributions.
(b) Anything in subsection (a) above to the contrary
notwithstanding, all Company Matching Contributions pursuant to this
Section 3.5 shall be subject to the limitations of Sections 3.7, 3.8, and
3.9.
3.6 Remittance and Allocation of Participant Contributions.
Participant Before Tax and After Tax Contributions shall be remitted to the
Trustee as soon as practicable after the end of each payroll period, and
shall be allocated to the Balanced Investment Fund, the Diversified
Equities Fund, the Interest Income Fund, or the Reynolds Stock Fund, as
directed by the Participant in accordance with Article IV.
3.7 Nondiscrimination Requirements for Before Tax
Contributions. (a) For any Plan Year, the rate of Before Tax
Contributions must satisfy either subsection (1) or (2) set forth below:
(1) The actual deferral percentage for Eligible Employees
who are highly compensated may not exceed one and one-fourth
(1-1/4) times the actual deferral percentage for all other
Eligible Employees.
(2) The actual deferral percentage for Eligible Employees
who are highly compensated
(A) may not exceed two (2) times the actual deferral
percentage for all other Eligible Employees, and
(B) may not exceed the actual deferral percentage
for all other Eligible Employees by more than two (2)
percentage points.
(b) For purposes of Sections 3.7 and 3.8, the term "actual
deferral percentage" shall mean, for any Plan Year, the average of the
ratios for each Eligible Employee, or the ratio for an individual Eligible
Employee, of the amount of Before Tax Contributions, if any, made to the
Plan by the Employer on behalf of the Eligible Employee for such Plan Year,
in accordance with Sections 3.1(a) and 3.2(a), to the total amount of
compensation payable by the Employer to the Eligible Employee for such Plan
Year.
(c) For purposes of Sections 3.7, 3.8, 3.9, and 3.10, the
term "highly compensated" shall have the meaning set forth in Section
414(q) of the Internal Revenue Code.
3.8 Excess Before Tax Contributions. If for any Plan Year it
is determined that the nondiscrimination requirements under Section 3.7 are
not satisfied, certain Participants who are highly compensated shall have
their Before Tax Contributions reduced retroactively as follows:
(a) The Participant or Participants with the highest
individual actual deferral percentage shall have his or their
Before Tax Contributions reduced by one-half of one percent
(0.5%) of his or their Compensation.
(b) If the nondiscrimination requirements set forth in
Section 3.7 are still not satisfied after the reduction under
subsection (a) is made, another reduction shall be made. The
Participant or Participants with the highest individual actual
deferral percentage after the reduction under subsection (a) is
made shall have his or their Before Tax Contributions reduced by
one-half of one percent (0.5%) of his or their Compensation.
This process shall continue until the nondiscrimination
requirements under Section 3.7 are satisfied.
A Participant who has had his Before Tax Contributions
reduced in accordance with this Section 3.8 shall have the amount of such
reduction paid to him in cash as soon as practicable, subject to applicable
payroll taxes.
3.9 Nondiscrimination Requirements for After Tax Contributions
and Company Contributions. (a) For any Plan Year, the rate of After Tax
Contributions and of Company contributions must satisfy either subsection
(1) or (2) set forth below:
(1) The additional contribution percentage for Eligible
Employees who are highly compensated may not exceed one and
one-fourth (1-1/4) times the additional contribution percentage
for all other Eligible Employees.
(2) The additional contribution percentage for Eligible
Employees who are highly compensated
(A) may not exceed two (2) times the additional
contribution percentage for all other Eligible Employees,
and
(B) may not exceed the additional contribution
percentage for all other Eligible Employees by more than
two (2) percentage points.
(b) For purposes of Sections 3.9 and 3.10, the term
"additional contribution percentage" shall mean, for any Plan Year, the
average of the ratios for each Eligible Employee, or the ratio for an
individual Eligible Employee, of the sum of (1) the amount of After Tax
Contributions, if any, made to the Plan by each Eligible Employee for such
Plan Year, in accordance with Sections 3.1(b) and 3.2(b), plus (2) the
Company contributions made on behalf of each Eligible Employee for such
Plan Year, to the total amount of compensation payable by the Employer to
the Eligible Employee for such Plan Year.
(c) For purposes of this Section 3.9, the term "Company
contributions" means (1) any Company Matching Contribution made to the Plan
on behalf of an Eligible Employee, plus (2) if the Company so elects, any
Before Tax Contribution made to the Plan by the Employer on behalf of an
Eligible Employee, in accordance with Sections 3.1(a) and 3.2(a).
3.10 Excess After Tax Contributions. If for any Plan Year it is
determined that the nondiscrimination requirements under Section 3.9 are
not satisfied, certain Participants who are highly compensated shall have
their After Tax Contributions reduced retroactively as follows:
(a) The Participant or Participants with the highest
individual additional contribution percentage shall have his or
their After Tax Contributions reduced by one-half of one percent
(0.5%) of his or their Compensation.
(b) If the nondiscrimination requirements set forth in
Section 3.9 are still not satisfied after the reduction under
subsection (a) is made, another reduction shall be made. The
Participant or Participants with the highest individual
additional contribution percentage after the reduction under
subsection (a) is made shall have his or their After Tax
Contributions reduced by one-half of one percent (0.5%) of his or
their Compensation. This process shall continue until the
nondiscrimination requirements under Section 3.9 are satisfied.
A Participant who has had his After Tax Contributions
reduced in accordance with this Section 3.10 shall have the amount of such
reduction paid to him in cash as soon as practicable, subject to applicable
payroll taxes.
3.11 Annual Additions Limitations. All contributions made to a
Participant's account shall be limited by the applicable provisions of
Section 415 of the Internal Revenue Code, the provisions of which are
incorporated in this Plan by reference.
If a Participant in this Plan also participates in a
qualified defined benefit plan maintained by the Employer, and if he is
affected in any Plan Year by the limitation prescribed in this Section
3.11, then before making any adjustment in the contributions made under
this Plan, the benefit payable under the defined benefit plan shall first
be reduced to the extent necessary to meet the limitation in that Plan
Year.
ARTICLE IV
Investment of Contributions
4.1 Investment of Contributions. Each Participant shall
direct, at the time he elects to make a contribution under the Plan, that
all contributions to his Participant Account, including Company Matching
Contributions, if any, be invested in multiples of ten percent (10%) in one
or more of the Investment Funds; provided, however, that an Employer may
direct that the Reynolds Stock Fund not be made available to such
Employer's Employees.
4.2 Change in Investment Election for Future Contributions.
Any investment election made by a Participant for investment of
contributions to his Participant Account shall continue in effect until
changed by the Participant. A Participant may, by application made in
accordance with procedures established by the Company, elect to change his
investment election with regard to future contributions, within the limits
of Section 4.1. Such election shall occur no more frequently than once in
any calendar month. Such election shall become effective on the first day
of the month coincident with or next following the day the application is
processed.
4.3 Change in Investment Election for Past Contributions. A
Participant may, by application made in accordance with procedures
established by the Company, elect to transfer all or a part of his
Participant Account from one Investment Fund to another Investment Fund or
Funds. Such transfer shall be effected by the Participant's designating,
in increments of ten percent (10%), the percentage of his Participant
Account to be invested in the specified Investment Fund or Funds. Such
election shall become effective on the last day of the month coincident
with or next following the day his application is processed. Such
elections shall occur no more frequently than once in any calendar month.
4.4 Special Election for Participants With Participant Accounts
in the Plan on June 30, 1994. The following special procedures shall apply
to each Participant with a Participant Account in the Plan as of June 30,
1994.
(a) Any such Participant may elect on or before June 26,
1994, to transfer part or all of the amounts in his Participant
Account as of June 30, 1994, to one or more of the Investment
Funds available to such Participant.
(b) Elections pursuant to this Section 4.4 must be made
between June 13 and June 26, 1994, in accordance with procedures
established by the Company.
(c) If a Participant does not make a timely election under
Section 4.4(a), then any amounts in his Participant Account as of
June 30, 1994, will remain invested in the Interest Income Fund,
and any future contributions will be invested in the Interest
Income Fund, always subject to the Participant's right
subsequently to change investment elections pursuant to the
provisions of Sections 4.2 and 4.3.
ARTICLE V
Participant Accounts
5.1 Participant Accounts. Each Participant's Participant
Account shall separately account for the value of the Participant's Before
Tax Contribution Portion, After Tax Contribution Portion, and Company
Matching Contribution Portion.
The value, determined as of June 30, 1994, of a
Participant's Voluntary Additional Contributions and Voluntary Payroll
Contributions made prior to July 1, 1994, shall be credited to such
Participant's Before Tax Contribution Portion.
5.2 Valuation of Assets. At each Valuation Date in which the
Plan is in operation, the Trustee shall determine the total fair market
value of all assets then held by it in each Investment Fund.
5.3 Credits to Participant Accounts. At the time each
Participant's Before Tax Contributions, After Tax Contributions, and
Company Matching Contributions made on his behalf are transmitted to the
Trustee, they shall be credited to the Balanced Investment Fund, the
Diversified Equities Fund, the Interest Income Fund or the Reynolds Stock
Fund, in accordance with the Participant's investment elections under
Article IV.
(a) As of each Valuation Date, each Participant's
Participant Account shall be credited with the Participant's
share of the investment income and realized and unrealized
capital gains of the Balanced Investment Fund, the Diversified
Equities Fund and the Interest Income Fund that occurred during
the month ending on such Valuation Date. The share of the
investment income and realized and unrealized capital gains in
each Investment Fund which shall be credited to the Before Tax,
After Tax and Company Matching Contribution Portions of each
Participant's Participant Account shall be that portion of the
total investment income and capital gains of such Investment Fund
which bears the same ratio to such total that the balance of each
such Participant's Before Tax, After Tax and Company Matching
Contribution Portions, as the case may be, attributable to such
fund on the preceding Valuation Date, plus one-half of his
current month's contributions to that portion of that Investment
Fund, if any, bears to the total of the balances of all
Participant Accounts attributable to such Investment Fund on the
preceding Valuation Date, plus one-half of all the current
month's contributions to that fund.
(b) As of each Valuation Date, each Participant's
Participant Account invested in the Reynolds Stock Fund shall
also be credited with his allocable number of shares of Company
Stock (or fractions thereof) in the Reynolds Stock Fund purchased
and paid for by the Trustee during the month ending on such
Valuation Date. Each Participant's Participant Account in the
Reynolds Stock Fund shall also be credited with his share (1) of
all income received from Company Stock, including cash dividends,
and (2) all realized capital gain on Company Stock in the
Reynolds Stock Fund that occurred during such month. This income
(including cash dividends) and realized capital gain on Company
Stock shall be credited to the Before Tax, After Tax and Company
Matching Contribution Portions of each Participant's Participant
Account on the basis of the ratio of the number of shares of
Company Stock credited to the applicable portion of his account
in the Reynolds Stock Fund as of the last preceding Valuation
Date to the total number of shares of Company Stock credited to
all Participant Accounts in the Reynolds Stock Fund on that
Valuation Date. Each Participant's Before Tax, After Tax and
Company Matching Contribution Portions invested in the Reynolds
Stock Fund shall also be credited with that portion of the total
other investment income of such fund which bears the same ratio
to such total that the cash balance of each such Participant's
Before Tax, After Tax and Company Matching Contribution Portions
attributable to such fund on the preceding Valuation Date, plus
one-half of his current month's contributions to that fund held
in cash, if any, bears to the total of the cash balances of all
Participant Accounts attributable to such fund on the preceding
Valuation Date, plus one-half of all the current month's
contributions to that fund held in cash. Any references herein
to the crediting of shares to a Participant's Participant Account
is intended only to describe an accounting method for allocating
to each Participant his proportionate part of the Reynolds Stock
Fund each month. No specific asset of the Trust Fund is actually
allocated to any individual Participant.
5.4 Debits to Participant Accounts. As of each Valuation Date,
each Participant's Participant Account shall be debited with any amount
withdrawn by such Participant, and with any amount distributed to such
Participant. Amounts so withdrawn or distributed shall be allocated among
the Participant's Before Tax, After Tax and Company Matching Contribution
Portions in accordance with the provisions of this Plan pursuant to which
the withdrawal or distribution is made.
(a) As of each Valuation Date, each Participant's
Participant Account shall also be debited with the Participant's
share of any fees and expenses and any realized or unrealized
capital losses of the Balanced Investment Fund, the Diversified
Equities Fund and the Interest Income Fund that occurred during
the month ending on such Valuation Date. The share of the fees
and expenses and realized and unrealized capital losses in each
Investment Fund which shall be debited to the Before Tax, After
Tax and Company Matching Contribution Portions of each
Participant's Participant Account shall be that portion of the
total fees and expenses and capital losses of such Investment
Fund which bears the same ratio to such total that the balance of
each such Participant's Before Tax, After Tax and Company
Matching Contribution Portions, as the case may be, attributable
to such Investment Fund on the preceding Valuation Date, plus
one-half of his current month's contributions to that portion of
that fund, if any, bears to the total of the balances of all
Participant Accounts attributable to such Investment Fund on the
preceding Valuation Date, plus one-half of all the current
month's contributions to that fund.
(b) As of each Valuation Date, each Participant's
Participant Account invested in the Reynolds Stock Fund shall
also be debited with his allocable share of all realized capital
losses on Common Stock in the Reynolds Stock Fund that occurred
during the month ending on such Valuation Date. These realized
capital losses on Company Stock shall be debited to the Before
Tax, After Tax and Company Matching Contribution Portions of each
Participant's Participant Account on the basis of the ratio of
the number of shares of Company Stock credited to the applicable
portion of his account in the Reynolds Stock Fund as of the last
preceding Valuation Date to the total number of shares of Company
Stock credited to all Participant Accounts in the Reynolds Stock
Fund on that Valuation Date. Each Participant's Before Tax,
After Tax and Company Matching Contribution Portions in the
Reynolds Stock Fund shall also be debited with that portion of
the total fees and expenses and other realized and unrealized
capital losses of such fund which bears the same ratio to such
total that the cash balance of each such Participant's Before
Tax, After Tax and Company Matching Contribution Portions
attributable to such fund on the preceding Valuation Date, plus
one-half of his current month's contributions to that fund held
in cash, if any, bears to the total of all Participant Accounts
attributable to such fund on the preceding Valuation Date, plus
one-half of all the current month's contributions to that fund
held in cash. Any references herein to the crediting or debiting
of shares of Company Stock to a Participant's Participant Account
is intended only to describe an accounting method for allocating
to each Participant his proportionate part of the Reynolds Stock
Fund each month. No specific asset of the Trust Fund is actually
allocated to any individual Participant.
5.5 Statements of Participant Accounts. At least once in each
Plan Year, each Participant shall receive a statement of his Accrued
Benefit.
5.6 Participant Rights in Respect of Company Stock. Each
Participant shall be entitled to direct the Trustee as to the manner in
which any rights are to be exercised with respect to his allocable portion
of any Company Stock allocated in the Reynolds Stock Fund. For this
purpose, the Company shall see that each Participant is furnished
notification of each annual or special meeting of the shareholders of
Reynolds Metals Company and of any other occasion for the exercise of any
rights by such shareholders. The notification shall include a copy of any
proxy, tender offer or other similar solicitation material and any other
information which is distributed to Reynolds Metals Company shareholders
regarding the exercise of their rights, together with a form requesting
instructions to the Trustee as to how the Participant's rights are to be
exercised.
The Trustee shall exercise any right to tender or exchange shares
solely in accordance with Participants' directions and shall have no
discretion with respect to the exercise of such rights. Participants'
directions to the Trustee regarding the exercise of tender or exchange
rights shall be kept confidential, except as disclosure may be required by
federal or state law.
The Trustee shall accumulate directions regarding fractional
shares and, to the extent possible, shall exercise all rights regarding
such accumulated fractional shares.
The Trustee shall exercise voting rights with respect to any
shares not directed by Participants in proportion to the shares as to which
he has received such directions.
ARTICLE VI
Retirement
6.1 Normal Retirement Date. A Participant's normal retirement
Date shall be the first day of the calendar month next following the date
on which he attains age sixty-five (65). So long as he meets the
applicable requirements of Section 2.1, a Participant who continues as an
Employee beyond his normal retirement Date shall continue to be eligible
for participation in the Plan.
6.2 Benefit at Retirement. If a Participant retires or
otherwise ceases to be employed by an Employer and any member of the
Controlled Group of Corporations on or after his normal retirement date, he
shall be entitled to one hundred percent (100%) of the value of his
Participant Account, which shall thereupon be distributed in accordance
with Article IX.
ARTICLE VII
Death
7.1 Death While Actively Employed. If a Participant dies while
actively employed, the beneficiary designated pursuant to Section 7.2 shall
be entitled to one hundred percent (100%) of the value of the Participant's
Participant Account, which shall thereupon be distributed in accordance
with Article IX.
7.2 Beneficiary. (a) Each Participant shall have the right
to designate and, from time to time, change a beneficiary for purposes of
this Plan. A designation or change of beneficiary must be in writing on
forms supplied by the Company and must be signed by or on behalf of the
Participant. No change of beneficiary shall become effective until such
change of beneficiary is filed with the Company, whether or not the
Participant is alive at the time of such filing; provided, however, that no
such change shall be effective with respect to any payments made by the
Trustee in accordance with the Participant's last designation and prior to
the time such change was received by the Company. The interest of any
beneficiary who dies before the Participant shall terminate unless
otherwise provided. If a beneficiary is not validly designated, is not
living, or cannot be found at the date of payment, any amount payable
pursuant to this Plan shall be paid to the estate of the Participant, which
shall then be considered the beneficiary for purposes of the Plan.
(b) Notwithstanding the foregoing, if a Participant who
dies while actively employed (or after termination but before receiving
distribution of the full value of his Participant Account) is legally
married at the time of his death, his beneficiary for purposes of Section
7.1 (or Section 9.3, as the case may be) shall be his surviving spouse
unless:
(1) the Participant has designated another
beneficiary pursuant to the procedure set out in
Section 7.2(a), and
(2) the Participant's surviving spouse has
consented in writing to the beneficiary designation,
and the consent acknowledges the effect of the
designation and is witnessed either by a Plan
representative or by a notary public.
(c) The following special rules shall apply to this
Section 7.2:
(1) Any consent by a spouse pursuant to Section
7.2(b)(2) shall be effective only with respect to such
spouse.
(2) Whenever a Participant becomes legally
married, any previously made beneficiary designation is
automatically revoked unless and until the new spouse
consents to the designation pursuant to Section
7.2(b)(2).
(3) The spousal consent required by Section
7.2(b)(2) is not necessary if it is established to the
satisfaction of a Plan representative that the consent
cannot be obtained (i) because the spouse cannot be
located, or (ii) because of such other circumstances as
may be prescribed by applicable government regulations.
(4) Anything herein to the contrary
notwithstanding, in the case of any distribution to
which a qualified domestic relations order (as that
term is defined in Section 414(p) of the Internal
Revenue Code) is determined to apply, the designation
of a beneficiary hereunder shall be allowed to comply
with the applicable terms of such qualified domestic
relations order.
ARTICLE VIII
Termination of Employment
8.1 Termination of Employment. (a) Except as provided in
Section 8.3, if a Participant's employment with an Employer terminates for
any reason other than retirement on or after his normal retirement date (as
defined in Section 6.1), death, or disability (as determined under Section
8.4) before he either completes three (3) Years of Service or attains his
normal retirement age of sixty-five (65), he shall be entitled to the value
of his Voluntary Contribution Portion determined as of the Valuation Date
coincident with or next following the date of his termination. The value
of his Voluntary Contribution Portion shall be paid to him in accordance
with Article IX. Except as provided in Section 8.2, he shall not be
entitled to the value of his Company Matching Contribution Portion, and
such Company Matching Contribution Portion shall be forfeited as of the
date of his termination of employment.
(b) Except as provided in Section 8.3, if a Participant's
employment with an Employer terminates for any reason after attaining his
normal retirement age of sixty-five (65) or after completing three (3)
Years of Service, he shall be entitled to the full value of his Participant
Account determined as of the Valuation Date coincident with or next
following the date of his termination. Such Participant Account shall be
payable in accordance with Article IX.
8.2 Reemployment and Breaks in Service. (a) If a Participant
who had fewer than three (3) Years of Service at the time he terminated
employment is reemployed by an Employer or a member of the Controlled Group
of Corporations prior to incurring a Break in Service, the Company shall
restore, by means of an additional Company contribution, the amount that
such Participant forfeited when he terminated his employment, and, if upon
being reemployed he again becomes an Employee, he shall again be eligible
to participate in the Plan on the date of his reemployment.
(b) If a Participant who had fewer than three (3) Years of
Service is reemployed by an Employer or a member of the Controlled Group of
Corporations after he has incurred a Break in Service, he shall not be
entitled to be restored in the amount that he forfeited, but, if upon being
reemployed he again becomes an Employee, he shall again be eligible to
participate in the Plan on the date of his reemployment.
(c) For purposes of this Section 8.2, a Participant shall
be charged with a Break in Service when he has five (5) consecutive
Employment Years during each of which he is credited with fewer than three
(3) Months of Service.
(d) Notwithstanding the foregoing, if the Participant is
absent from work:
(1) by reason of the pregnancy of the Participant,
(2) by reason of the birth of the child of the
Participant,
(3) by reason of the placement of a child with the
Participant in connection with the Participant's adoption of the
child, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement,
then for purposes of this Section 8.2, the Participant shall be charged
with a Break in Service when the Participant has six (6) consecutive
Employment Years during each of which the Participant is credited with
fewer than three (3) Months of Service.
8.3 Transfers. If a Participant ceases to be an Employee, but
continues to be employed by an Employer or a member of the Controlled Group
of Corporations, his Voluntary Payroll Contributions shall cease and any
Company Matching Contributions being made on his behalf shall cease, but
such Participant shall continue to have the right to make withdrawals as
provided in Article X. If such Participant subsequently ceases to be
employed by an Employer or a member of the Controlled Group of Corporations
by reason of retirement, death, or otherwise, he shall be entitled to a
distribution of his Participant Account payable in accordance with the
provisions of Articles VI, VII, VIII and/or IX, as applicable. If a
Participant who ceases to be an Employee subsequently becomes an Employee
again without terminating his employment, he will be eligible to resume
participation immediately in accordance with Section 2.2.
8.4 Disability. If a Participant is terminated on account of
permanent and total disability, whether or not he shall have completed
three (3) Years of Service, and if such disability continues for six (6)
months, he shall be entitled to the full value of his Participant Account
determined as of the Valuation Date coincident with or next following the
expiration of such six-month period. Such Participant Account shall be
payable in accordance with Article IX. A Participant shall be considered
to be totally and permanently disabled if, and only if, he qualifies for
and is in receipt of disability benefits under the federal Social Security
Act.
ARTICLE IX
Distribution of Benefits Following Death,
Retirement, or Termination of Employment
9.1 Form of Payment. Any distribution of a Participant's
Before Tax Contribution Portion, After Tax Contribution Portion and/or
Company Matching Contribution Portion made coincident with or following his
death, normal retirement, early retirement on or after age fifty-five (55),
or other termination of employment pursuant to Section 8.1 shall be paid in
a lump sum. A distribution from the Reynolds Stock Fund shall be made in
the form of Company Stock unless the Participant (or his beneficiary in the
case of his death) elects to have the distribution paid in cash; provided
that any fractional shares shall always be paid in cash. If a Participant
(or his beneficiary) fails to make an election regarding the distribution
from the Reynolds Stock Fund by the Valuation Date as of which the payment
is to be made, such distribution shall be made in the form of Company
Stock. A distribution from the Balanced Investment Fund, the Diversified
Equities Fund and/or the Interest Income Fund shall be paid in cash in a
lump sum.
9.2 Time of Payment. (a) Any distribution hereunder shall be
made as soon as practicable after the Valuation Date following the event
that gave rise to the distribution. Unless otherwise agreed to by the
Participant, distributions under the Plan shall in no event be made later
than sixty (60) days after the close of the Plan Year in which the
Participant attains age sixty-five (65) or terminates his employment,
whichever occurs later.
(b) Notwithstanding the foregoing, if a Participant
entitled to a distribution hereunder upon retirement or other termination
of employment has not yet attained age sixty-five (65), then no
distribution shall be made to the Participant under subsection (a) above
without his written consent until the Participant attains age sixty-five
(65). So long as the Accrued Benefit continues to be held under the Plan,
the following rules shall apply:
(1) the Participant shall not be eligible to make any
contributions under Section 3.1 or 3.2;
(2) the Participant shall be eligible to make withdrawals
in accordance with Sections 11.1, 11.2, 11.3 and 11.4, except
that the rules of Sections 11.2 and 11.3 shall apply as if the
Participant had attained age fifty-nine and one-half (59 1/2);
(3) the Participant shall not be eligible for any loan
under Section 11.6;
(4) the Participant shall be eligible to make changes in
investment elections for past contributions under Section 5.4;
and
(5) except to the extent the Participant makes withdrawals
under subsection (2) above or changes investment elections under
subsection (4) above, the Participant's Accrued Benefit shall be
held in the Plan pursuant to the investment election in effect at
the date of termination until the Participant (A) consents to the
distribution, (B) dies, or (C) attains age sixty-five (65),
whichever occurs earliest, at which time distribution of the full
remaining Accrued Benefit shall be made pursuant to Sections 9.1,
9.2(a) and 9.2(d). So long as the Participant's Accrued Benefit
is held in the Plan, applicable adjustments shall be made to his
Participant Account each month pursuant to Article V.
(c) Notwithstanding the foregoing, in no event shall a
distribution from the Plan commence later than the April 1 following the
Plan Year in which a Participant attains age seventy and one-half (70-1/2).
(d) A beneficiary who is entitled to a distribution in
accordance with Section 7.1 or 9.3 as a result of a Participant's death may
elect to receive the distribution as of any subsequent Valuation Date;
provided, however, that any such distribution shall be made no later than
the end of the Plan Year following the Plan Year in which the Participant
died. The beneficiary shall be entitled to receive the value of the
Participant's Participant Account determined as of the Valuation Date
coincident with or next following the beneficiary's election to receive the
distribution (or as of the end of the Plan Year following the Plan Year in
which the Participant died, if applicable). Likewise, the beneficiary
shall receive a distribution from the Reynolds Stock Fund in the form of
Company Stock unless the beneficiary elects cash by the same Valuation Date
(or the end of the Plan Year, if applicable).
9.3 Death of Participant Prior to Receiving Full Distribution.
If a Participant dies either (a) while he is still employed by the Company
or a member of the Controlled Group of Corporations, or (b) after having
terminated his employment but prior to receiving a distribution of the full
value of his Participant Account, then any distribution (or the remaining
part thereof) that would otherwise have been made to the Participant shall
be made to his beneficiary designated in accordance with Section 7.2.
Distributions under this Section 9.3 upon the death of a Participant shall
be made in accordance with Section 9.2(d).
ARTICLE X
Withdrawals and Loans
10.1 Participant After Tax Contributions. A Participant may
elect, upon making application in accordance with procedures established by
the Company, to withdraw a specific dollar amount or all of his After Tax
Contribution Portion. Such withdrawals may be made no more frequently than
once in any calendar quarter and shall be subject to the following
limitations:
(a) Amounts withdrawn shall be limited to the value of the
Participant's After Tax Contribution Portion determined as of the
Valuation Date coincident with or next following the day the
application is processed. Any amounts withdrawn shall be paid in
cash as soon as practicable after such Valuation Date.
(b) The minimum amount that may be withdrawn is Two
Hundred Fifty Dollars ($250), or, if less, the entire amount of
the Participant's After Tax Contribution Portion.
(c) In accordance with the rules contained in Section
10.4(b), a Participant electing to make a withdrawal under this
Section 10.1 may designate as appropriate which Investment Fund
or Funds will be charged with the withdrawn amount. If a valid
designation is not made in a timely manner, then the withdrawal
shall be made proportionally from each Investment Fund.
(d) A Participant who elects to make a withdrawal of After
Tax Contributions under this Section 10.1 during a calendar
quarter may elect to withdraw Before Tax Contributions under
Section 10.2 or Company Matching Contributions under Section 10.3
during the same calendar quarter only if the elections under
Sections 10.1, 10.2, and/or 10.3 are made at the same time.
10.2 Participant Before Tax Contributions. (a) Except as
provided in Section 10.5 relating to hardship withdrawals, a Participant
who is still employed by the Company or a member of the Controlled Group of
Corporations shall have no right to withdraw any portion of his Before Tax
Contribution Portion before he attains age fifty-nine and one-half
(59-1/2).
(b) A Participant who has attained age fifty-nine and
one-half (59-1/2) may elect, upon making application in accordance with
procedures established by the Company, to withdraw a specific dollar amount
or all of his Before Tax Contribution Portion. Such withdrawals may be
made no more frequently than once in any calendar quarter and shall be
subject to the following limitations:
(1) Amounts withdrawn shall be limited to the value of the
Participant's Before Tax Contribution Portion determined as of
the Valuation Date coincident with or next following the day the
application is processed. Any amounts withdrawn shall be paid in
cash as soon as practicable after such Valuation Date.
(2) The minimum amount that may be withdrawn is Two
Hundred Fifty Dollars ($250), or, if less, the entire amount of
the Participant's Before Tax Contribution Portion.
(3) In accordance with the rules contained in Section
10.4(b), a Participant electing to make a withdrawal under this
Section 10.2 may designate as appropriate which Investment Fund
or Funds will be charged with the withdrawn amount. If a valid
designation is not made in a timely manner, then the withdrawal
shall be made proportionally from each Investment Fund.
(4) A Participant who elects to make a withdrawal of
Before Tax Contributions under this Section 10.2 during a
calendar quarter may elect to withdraw After Tax Contributions
under Section 10.1 or Company Matching Contributions under
Section 10.3 during the same calendar quarter only if the
elections under Sections 10.1, 10.2, and/or 10.3 are made at the
same time.
10.3 Company Contributions. (a) Except as provided in Section
10.5 relating to hardship withdrawals, a Participant who is still employed
by the Company or a member of the Controlled Group of Corporations shall
have no right to withdraw any portion of his Company Matching Contribution
Portion before he attains age fifty-nine and one-half (59-1/2).
(b) A Participant who has attained age fifty-nine and
one-half (59-1/2) may elect, upon making application in accordance with
procedures established by the Company, to withdraw a specific dollar amount
or all of his vested Company Matching Contribution Portion. Such
withdrawals may be made no more frequently than once in any calendar
quarter and shall be subject to the following limitations:
(1) Amounts withdrawn shall be limited to the value of the
Participant's Vested Company Matching Contribution Portion
determined as of the Valuation Date coincident with or next
following the day the application is processed. Any amounts
withdrawn shall be paid in cash as soon as practicable after such
Valuation Date.
(2) The minimum amount that may be withdrawn is Two
Hundred Fifty Dollars ($250), or, if less, the entire amount of
the Participant's vested Company Matching Contribution Portion.
(3) In accordance with the rules contained in Section
10.4(b), a Participant electing to make a withdrawal under this
Section 10.3 may designate as appropriate which Investment Fund
or Funds will be charged with the withdrawn amount. If a valid
designation is not made in a timely manner, then the withdrawal
shall be made proportionally from each Investment Fund.
(4) A Participant who elects to make a withdrawal of
Company Matching Contributions under this Section 10.3 during a
calendar quarter may elect to withdraw After Tax Contributions
under Section 10.1 or Before Tax Contributions under Section 10.2
during the same calendar quarter only if the elections under
Sections 10.1, 10.2, and/or 10.3 are made at the same time.
10.4 Rules Relating to Withdrawals. (a) A Participant
requesting a withdrawal under Sections 10.1, 10.2 and/or 10.3 may designate
whether the withdrawal is to be charged against (1) his After Tax
Contribution Portion, (2) his Before Tax Contribution Portion if he is
eligible for a withdrawal pursuant to Section 10.2, or (3) his Company
Matching Contribution Portion if he is eligible for a withdrawal pursuant
to Section 10.3, or any combination thereof. If a valid designation is not
made in a timely manner, any amounts withdrawn shall be charged first
against the Participant's After Tax Contribution Portion. If the value of
the Participant's After Tax Contribution Portion is less than the amount to
be withdrawn, such additional amounts as are necessary shall be charged
against the Participant's Before Tax Contribution Portion if he is eligible
for a withdrawal pursuant to Section 10.2. Lastly, any further amounts
shall be charged against the Participant's Company Contribution Portion if
he is eligible for a withdrawal pursuant to Section 10.3.
(b) A Participant electing a withdrawal under Sections
10.1, 10.2 or 10.3 may designate which Investment Fund or Funds within each
category will be charged with the withdrawal. If a valid designation is
not made in a timely manner, then withdrawals from a category shall be made
proportionally from each Investment Fund in that category.
10.5 Hardship. (a) Notwithstanding the foregoing provisions in
this Article X, a Participant may, in the event of hardship, be permitted
subject to the restrictions below to withdraw all or a portion of his
Participant Account. For purposes of this Section 10.5, effective July 1,
1994, the term "hardship" shall be limited to an immediate and heavy
financial need of the Participant for one of the following reasons:
(1) To pay the type of medical expenses that are eligible
for a tax deduction (as described in Section 213(d) of the
Internal Revenue Code, but without regard to whether such
expenses may actually be deducted pursuant to Section 213(a) of
the Internal Revenue Code) and that (A) have been previously
incurred by the Participant, the Participant's spouse, or any
dependent (as defined in Section 152 of the Internal Revenue
Code) of the Participant, or (B) are necessary for these persons
to obtain medical care described in Section 213(d) of the
Internal Revenue Code.
(2) To purchase (excluding mortgage payments) the
Participant's principal residence.
(3) To pay tuition and related educational fees for the
next twelve months of post-secondary education for the
Participant, the Participant's spouse, or any dependent (as
defined in Section 152 of the Internal Revenue Code) of the
Participant.
(4) To pay the necessary costs associated with the need to
prevent the eviction of the Participant from the Participant's
principal residence or foreclosure on the mortgage of the
Participant's principal residence.
(b) A Participant requesting a hardship withdrawal
pursuant to this Section 10.5 shall be subject to the following
restrictions and limitations in addition to any other applicable provisions
of the Plan:
(1) All ordinary withdrawals and loans available to a
Participant under this Plan or any other qualified plan
maintained by the Company or a member of the Controlled Group of
Corporations must be exhausted before a hardship withdrawal under
this Section 10.5 can be considered.
(2) A Participant who receives a hardship withdrawal under
this Section 10.5 will not be permitted to make any contributions
to this Plan or to any other plan maintained by the Company or a
member of the Controlled Group of Corporations for at least
twelve (12) full calendar months after the withdrawal.
(3) The Participant's before tax contributions in the
calendar year of the hardship withdrawal to this Plan or any
other qualified plan maintained by the Company or a member of the
Controlled Group of Corporations plus any before tax
contributions to any such plan in the following calendar year
cannot together exceed the annual limit on before tax
contributions established pursuant to Section 402(g)(5) of the
Internal Revenue Code.
(c) A Participant shall request a withdrawal under this
Section 10.5 by making application in accordance with procedures
established by the Company. The reason for and amount of the financial
need must be documented with the appropriate supporting papers, such as a
tuition bill, an uninsured medical bill, a contract to purchase a principal
residence, or bills associated with construction costs of a principal
residence. Only amounts pertinent to the four categories listed in
subsection (a) above and in excess of those reimbursable or compensable by
insurance or other sources shall be considered. In no event shall the
amount of the withdrawal exceed the amount necessary to alleviate the
hardship.
(d) In the event of a withdrawal on account of hardship,
the value of the Participant's Participant Account shall be determined as
of the Valuation Date coincident with or next following the day the request
for withdrawal is processed. Any amounts withdrawn shall be charged first
against the Participant's After Tax Contribution Portion. If the value of
the Participant's After Tax Contribution Portion is less than the amount to
be withdrawn, such additional amounts as are necessary shall be charged to
the Participant's Company Matching Contribution Portion. Lastly, any
further amounts shall be charged against the Participant's Before Tax
Contribution Portion; provided, however, that earnings on the Participant's
Before Tax Contribution Portion after December 31, 1988 shall in no event
be available for distribution pursuant to this Section 10.5. If
applicable, the Participant may designate which Investment Fund or Funds
within each category will be charged with the hardship withdrawal. If a
valid designation is not made in a timely manner, then withdrawals from a
category shall be made proportionally from each Investment Fund in that
category. The amount withdrawn shall be paid as soon as practicable after
the Valuation Date coincident with or next following the day the withdrawal
is processed.
10.6 Loans to Participants. A Participant may elect, upon
making application in accordance with procedures established by the
Company, to have the Trustee loan the Participant an amount specified by
the Participant. In addition to such rules and regulations as the Company
may establish, all loans shall comply with the following terms and
conditions:
(a) The minimum amount of any loan shall be One Thousand
Dollars ($1,000).
(b) The maximum amount of any loan shall be the lesser of
(1) Fifty Thousand Dollars ($50,000) or (2) one-half (1/2) of the
total dollar value, as of the most recent Valuation Date
preceding the effective date of the loan, of the Participant's
Participant Account.
(c) Each loan shall be supported by the borrower's
promissory note for the amount of the loan, including interest,
payable to the order of the Trustee.
(d) Each loan shall bear interest at a rate to be set by
the Company and, in determining the interest rate, the Company
shall take into consideration interest rates currently being
charged in the open market. The Company shall not discriminate
among Participants in the matter of interest rates; but loans
granted at different times may bear different interest rates.
Unless the Company acting by its Chief Executive Officer or his
delegate directs otherwise, the interest rate for loans under
this Section 10.6 shall be set each month at one percent (1.0%)
above the prime rate established by The Chase Manhattan Bank,
N.A. on the last day of the preceding month. The interest rate
shall in any case remain fixed for the duration of the loan.
(e) A Participant may have no more than one loan pursuant
to this Section 10.6 outstanding at any one time.
(f) No final distribution shall be made to any Participant
or to a beneficiary of any Participant unless and until all
unpaid loans, including accrued interest thereon, have been
satisfied.
(g) The amount of any loan shall be charged first against
the Participant's After Tax Contribution Portion. If the value
of the Participant's After Tax Contribution Portion is less than
the amount to be loaned, such additional amounts as are necessary
shall be charged to the Participant's Company Matching
Contribution Portion. Lastly, any further amounts shall be
charged against the Participant's Before Tax Contribution
Portion. If applicable, the Participant may designate which
Investment Fund or Funds within each category will be charged
with the loan. If a valid designation is not made in a timely
manner, then loans from a given category shall be made
proportionally from each Investment Fund in that category. The
amount loaned shall be paid to the Participant as soon as
practicable after the Valuation Date coincident with or next
following the effective date of the loan.
(h) The period of repayment for any loan shall in no event
be less than one (1) year nor more than five (5) years, except
that if the Participant presents proof that the proceeds of the
loan will be used exclusively for the acquisition of the
principal residence of the Participant, then the period of
repayment may extend for up to fifteen (15) years.
(i) Except in the case of a Participant whose employment
is terminated after the loan is made, repayment of a loan shall
be made by means of weekly payroll deductions, and no loan may be
prepaid during the first year. Prepayments by Participants after
the first year shall be accepted only in the amount of the entire
remaining unpaid balance of the loan, including accrued interest
thereon.
(j) Repayments shall be made first to that part of the
loan charged to the Participant's Before Tax Contribution
Portion; next, to that part of the loan charged to the
Participant's Company Matching Contribution Portion; and finally,
to that part of the loan charged to the Participant's After Tax
Contribution Portion. The entire amount of the loan that came
from each category, including interest, must be repaid before the
next category is repaid.
(k) Any amounts repaid shall be invested in the same
manner as the Participant's current contributions are being
invested as a result of the Participant's election pursuant to
Section 4.1 or 4.2, as applicable. A Participant who is repaying
a loan at a time when he is not making current contributions will
have the right to direct where his repayments should be invested
pursuant to elections under Sections 4.1 or 4.2 as if the
repayments were contributions, subject to any applicable
limitations. Until the Participant makes such an election,
repayments shall be invested pursuant to his most recent election
effective for his contributions.
ARTICLE XI
Administration
11.1 Plan and Trust Administration. The Company acting through
its Chief Executive Officer or his delegate shall administer the Plan and
appoint and remove any Trustee and Investment Manager. The person or
persons administering the Plan on behalf of the Company shall have all
powers necessary for such purpose, including but not limited to the power
and discretionary authority (a) to interpret and construe the terms of the
Plan and (b) to determine eligibility for benefits and to compute the
amount of the benefits payable. Participant applications and elections
under the Plan shall be made in accordance with procedures prescribed for
such purpose and shall be subject to such reasonable administrative rules
as the Company deems necessary and desirable from time to time to insure
the effective administration of the Plan and compliance with applicable
law. Any such rules shall be clearly communicated to affected Employees
and shall be administered in a uniform and nondiscriminatory manner for all
similarly situated Employees. The Trustee shall have the responsibility
for the administration and management of the Plan assets pursuant to the
terms of this Plan and the Trust Agreement, except to the extent investment
responsibility is given to an Investment Manager or retained by the
Company. The Company, the Trustee and any Investment Manager may rely upon
the direction, information, or actions of each other as being proper under
this Plan, and are not required under this Plan to inquire into the
propriety of any such direction, information, or action. It is intended
under this Plan that the Company, the Trustee and any Investment Manager
shall be responsible for the proper exercise of their own powers, duties,
responsibilities, and obligations under this Plan and shall not be
responsible for any act or failure to act of each other, except to the
extent required by law.
11.2 Indemnification. The Company shall indemnify and save
harmless any employee to whom fiduciary responsibilities are delegated
under this Plan against any cost or expense (including attorney's fees) or
liability (including any sum paid in settlement of a claim with approval of
the Company) arising out of any act or omission to act, except in the case
of willful misconduct.
11.3 Expenses. All usual and reasonable administrative expenses
of the Plan shall be paid by the Employers, except that investment-related
fees and expenses, including Trustee and Investment Manager fees, shall be
paid by the Trust Fund.
ARTICLE XII
Miscellaneous Provisions
12.1 Exclusive Benefit. The assets of the Trust Fund shall be
held for the exclusive purpose of paying benefits to Participants and
beneficiaries and defraying reasonable expenses of administering the Plan;
provided that, if any contribution (i) is made by an Employer by mistake of
fact, (ii) is conditioned upon its deductibility by the Employer for income
tax purposes and the deduction is disallowed, or (iii) is conditioned upon
the qualification of the Plan under Section 401(a) of the Internal Revenue
Code, and the Plan does not so qualify, nothing in the foregoing shall
prohibit the return of such contribution within one (1) year of the payment
of such contribution, the disallowance of the deduction, or the
disqualification of the Plan, as the case may be.
12.2 Plan Amendment or Termination. The Company acting through
its Chief Executive Officer or his delegate reserves the right to amend,
modify, suspend, or terminate the Plan at any time, provided that no
amendment shall have the effect of diverting any portion of the Trust Fund
to any purpose other than for the exclusive benefit of the Participants and
beneficiaries. In the event of the termination or partial termination of
the Plan or the complete discontinuance of contributions to the Plan, the
interest of Participants and their beneficiaries under the Plan to the
extent funded shall be nonforfeitable.
12.3 Merger, Consolidation or Transfer. This Plan shall not be
merged or consolidated with any other plan, nor shall its assets or
liabilities be transferred to any other plan, unless immediately after such
merger, consolidation, or transfer of assets, each Participant in the Plan
would, if the Plan were then to terminate, receive a benefit not less than
the benefit which he would have been entitled to receive immediately before
such merger, consolidation, or transfer had the Plan then terminated.
12.4 No Guarantee of Employment. Nothing in this Plan shall be
construed to give any Employee a legal right to be retained in the employ
of any Employer.
12.5 No Alienation of Benefits. (a) Except as required by law,
no benefit payable from this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, and any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge shall be void, and no benefit shall be
liable for, or subject to, the debts, contracts, liabilities, engagements,
or torts of any Participant or beneficiary, nor shall it be subject to
attachment or legal process for or against such Participant or beneficiary.
(b) The nonalienation provisions of subsection (a) above
shall apply to the creation, assignment, or recognition of a right to any
benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a "qualified
domestic relations order," as that term is defined in Section 414(p) of the
Internal Revenue Code. If the order is determined to be such a qualified
domestic relations order pursuant to Section 414(p) of the Internal Revenue
Code, payment of benefits under the Plan shall be in accordance with the
applicable requirements of such order.
12.6 Gender and Number. Wherever used in this Plan, the
masculine shall be deemed to include the feminine and the singular shall be
deemed to include the plural, unless the context clearly indicates
otherwise.
12.7 Claims Procedure. The Company shall establish a procedure
for responding to claims for benefits payable under this Plan which shall
meet the requirements of regulations prescribed under 29 CFR Sec.
2560.503-1.
12.8 Nondiscriminatory Treatment. All Employees and
Participants shall be treated in a uniform and nondiscriminatory manner
with regard to every aspect of the Plan's operation.
12.9 Virginia Law to Govern. All questions pertaining to the
construction, regulation, validity, and effect of the provisions of the
Plan shall be determined in accordance with the laws of the Commonwealth of
Virginia, except as otherwise required by applicable federal law or the
terms of the Plan.
12.10 Unclaimed Benefits. Unless otherwise required by
applicable law, if any amount due under the Plan to any individual cannot
be paid within five (5) years after such amount first becomes payable
because the identity or whereabouts of such individual cannot be
ascertained by the end of such five-year period, then all amounts which
would have been payable to such person shall be segregated by the Trustee
and thereafter dealt with according to the laws of the Commonwealth of
Virginia pertaining to abandoned intangible personal property held in a
fiduciary capacity.
12.11 Successor Employers. Any corporation into which the
Company or an Associate may be merged or with which it may be consolidated,
or any corporation succeeding to all or a substantial part of the business
interests of the Company or an Associate, may become the Company or an
Associate, as the case may be, hereunder if it elects to continue the Plan.
ARTICLE XIII
Top-Heavy Plan Requirements
13.1 General Rule. For any Plan Year for which the Plan is a
"top-heavy plan" as defined in Section 13.6, any other provisions of the
Plan to the contrary notwithstanding, the Plan shall be subject to the
following provisions:
(a) The vesting provisions of Section 13.2.
(b) The minimum contribution provisions of Section 13.3.
(c) The limitation on contributions set by Section 13.4.
13.2 Vesting Provisions. Each Participant who has completed at
least three (3) Years of Service and has completed an hour of service
during any Plan Year in which the Plan is top-heavy shall have a one
hundred percent (100%) nonforfeitable right to his benefit accrued under
the Plan derived from Employer contributions.
This provision shall apply without regard to contributions
or benefits under Social Security or any other federal or state law.
13.3 Minimum Contribution Provisions. Each Participant who (1)
is a non-key employee, as defined in Section 13.8, and (2) is employed on
the last day of the Plan Year, even if such individual has failed to
complete one thousand (1,000) Hours of Service during such Plan Year or is
excluded from the Plan for failing to make mandatory contributions to the
Plan, shall be entitled to have contributions and forfeitures allocated to
his account of not less than three percent (3%) (the "minimum contribution
percentage") of the Participant's compensation.
The minimum contribution percentage set forth above shall
be reduced for any Plan Year for which the percentage at which
contributions (including forfeitures) are made (or required to be made)
under the Plan for the Plan Year for the key employee for whom such
percentage is the highest for such Plan Year. For this purpose, the
percentage with respect to a key employee (as defined in Section 13.7
below) shall be determined by dividing the contributions (including
forfeitures) made for such key employees by so much of his or her total
compensation for the Plan Year as does not exceed Two Hundred Thousand
Dollars ($200,000) (adjusted for changes in the cost of living as provided
in Section 415(d) of the Internal Revenue Code).
Contributions taken into account under the immediately
preceding sentence shall include contributions under this Plan and under
all other defined contribution plans required to be included in an
aggregation group (as defined in Section 13.6(c) below) but shall not
include any plan required to be included in such aggregation group if such
plan enables a defined contribution plan required to be included in such
group to meet the requirements of the Internal Revenue Code prohibiting
discrimination as to contributions or benefits in favor of employees who
are highly-compensated or prescribing the minimum participation standards.
Contributions taken into account under this Section 13.3
shall not include any contributions under the Social Security Act or any
other federal or state law.
13.4 Limitation on Contributions. In the event that the
Employer also maintains a defined benefit plan providing benefits on behalf
of Participants in the Plan, one of the two following provisions shall
apply:
(a) If for the Plan Year the Plan would not be a
"top-heavy plan," as defined in Section 13.6, if "ninety percent
(90%)" were substituted for "sixty percent (60%)," then Section
13.3 shall apply for such Plan Year as if amended so that the
words "four percent (4%)" were substituted for "three percent
(3%)."
(b) If for the Plan Year this Plan would continue to be a
"top-heavy plan," as defined in Section 13.6, if "ninety percent
(90%)" were substituted for "sixty percent (60%)," then the
denominator of both the defined contribution plan fraction and
the defined benefit plan fraction shall be calculated for
purposes of Section 3.9 for the limitation year ending in such
Plan Year by substituting "one (1.0)" for "one and one quarter
(1.25)" in each place such figure appears, except with respect to
any individual for whom there are no Employer contributions,
forfeitures or voluntary nondeductible contributions allocated or
any accruals for such individual under the defined benefit plan.
13.5 Coordination with Other Plans. Even if another defined
benefit plan or defined contribution plan maintained by an Employer
provides contributions or benefits on behalf of Participants in this Plan,
in the event this Plan is determined to be a top-heavy plan, any benefits
payable or contributions made under any such other plan shall be
disregarded in determining whether this Plan satisfies the vesting
provisions of Section 13.2 and the minimum contribution provisions of
Section 13.3.
13.6 Top-Heavy Plan Definition. This Plan shall be a "top-heavy
plan" for any Plan Year if, as of the determination date, as defined in
subsection (a) below, the aggregate of the accounts under the Plan for the
Participants, including former Participants, who are key employees, as
defined in Section 13.7, exceed sixty percent (60%) of the aggregate of the
accounts under the Plan for all Participants, excluding former key
employees, or if this Plan is required to be in an aggregation group, as
defined in subsection (c) below, which for such Plan Year is a top-heavy
group, as defined in subsection (d) below.
(a) "Determination date" means for any Plan Year the last
day of the immediately preceding Plan Year.
(b) The present value shall be determined as of the most
recent valuation date that is within the twelve (12) month period
ending on the determination date and as described in the
regulations prescribed pursuant to the Internal Revenue Code.
(c) "Aggregation group" means the group of plans, if any,
that includes both the group of plans that are required to be
aggregated and the group of plans that are permitted to be
aggregated.
(1) The group of plans that are required to be
aggregated (the "required aggregation group") includes:
(i) Each plan of the Employer, as defined in Section
13.11, in which a key employee is a Participant, including
collectively bargained plans, and
(ii) Each other plan, including collectively
bargained plans, of the Employer, as defined in Section
13.11, which enables a plan in which a key employee is a
Participant to meet the requirements of the Internal
Revenue Code prohibiting discrimination as to contributions
or benefits in favor of employees who are highly
compensated or prescribing the minimum participation
standards.
(2) The group of plans that are permitted to be
aggregated, the "permissive aggregation group," includes
the required aggregation group plus one or more plans of
the Employer, as defined in Section 13.11, that is not part
of the required aggregation group and that the Company
certifies as constituting a plan within the permissive
aggregation group. Such plan or plans may be added to the
permissive aggregation group only if, after the addition,
the aggregation group as a whole continues to meet the
requirements of the Internal Revenue Code prohibiting
discrimination as to contributions or benefits in favor of
employees who are highly compensated or prescribing the
minimum participation standards.
(d) "Top-heavy group" means the aggregation group, if as
of the applicable determination date, the sum of the present
value of the cumulative accrued benefits for key employees under
all defined benefit plans included in the aggregation group plus
the aggregate of the accounts of key employees under all defined
contribution plans included in the aggregation group exceeds
sixty percent (60%) of the sum of the present value of the
cumulative accrued benefits for all employees, excluding former
key employees, under all such defined benefit plans plus the
aggregate accounts for all employees, excluding former key
employees, under such defined contribution plans. If the
aggregation group that is a top-heavy group is a required
aggregation group, each plan in the group will be top-heavy. If
the aggregation group that is a top-heavy group is a permissive
aggregation group, only those plans that are part of the required
aggregation group will be treated as top-heavy. If the
aggregation group is not a top-heavy group, no plan within such
group will be top-heavy.
(e) In determining whether the Plan constitutes a
"top-heavy plan," the Company shall make the following
adjustments in connection therewith:
(1) When more than one (1) plan is aggregated, the
Company shall determine separately for each plan as of each
plan's determination date the present value of the accrued
benefits or account balance. The results shall then be
aggregated by adding the results of each plan as of the
determination dates for such plans that fall within the
same calendar year.
(2) In determining the present value of the
cumulative accrued benefit or the amount of the account of
any employee, such present value or account shall include
the amount in dollar value of the aggregate distributions
made to such employee under the applicable plan during the
five (5) year period ending on the determination date,
unless reflected in the value of the accrued benefit or
account balance as of the most recent valuation date. Such
amounts shall include distributions to employees which
represented the entire amount credited to their accounts
under the applicable plan.
(3) Further, in making such determination such
present value or such account shall include any rollover
contribution (or similar transfer) as follows:
(i) If the rollover contribution (or similar
transfer) is initiated by the employee and is made to or
from a plan maintained by another Employer, as defined in
Section 13.11, the plan providing the distribution shall
include such distribution in the present value of such
account; the plan accepting the distribution shall not
include such distribution in the present value of such
account unless the plan accepted it before December 31,
1983.
(ii) If the rollover contribution (or similar
transfer) is not initiated by the employee or is made from
a plan maintained by another Employer, as defined in
Section 13.11, the plan accepting the distribution shall
include such distribution in the present value of such
account, whether the plan accepted the distribution before
or after December 31, 1983; the plan making the
distribution shall not include the distribution in the
present value of such account.
(4) Further, in making such determination, in any
case where an individual is a "non-key employee," as
defined in Section 13.8, with respect to an applicable
plan, but was a key employee with respect to such plan for
any prior plan year, any accrued benefit and any account of
such employee shall be altogether disregarded. For this
purpose, to the extent that a key employee is deemed to be
a key employee if he or she met the definition of key
employee within any of the four (4) preceding Plan Years,
this provision shall apply following the end of such period
of time.
13.7 Key Employee. The term "key employee" means any employee
or former employee under the Plan who, at any time during the Plan Year
containing the determination date or during any of the four (4) preceding
Plan Years, is or was one of the following:
(a) An officer of the Employer, as defined in Section
13.11, having annual compensation greater than one and one-half
(1-1/2) times the dollar amount in effect under Section
415(c)(1)(A) of the Internal Revenue Code. Whether an individual
is an officer shall be determined by the Company on the basis of
all of the facts and circumstances, such as an individual's
authority, duties and term of office, not on the mere fact that
the individual has the title of an officer.
For any such Plan Year, there shall be treated as officers
no more than the lesser of:
(1) Fifty (50) employees or
(2) The greater of three (3) employees or ten
percent (10%) of the employees.
For this purpose, the highest paid officers shall be
selected.
(b) One (1) of the ten (10) employees owning, or
considered as owning within the meaning of the constructive
ownership rules of the Internal Revenue Code, the largest
interests in the Employer, as defined in Section 13.11. An
Employee who has some ownership interest is considered to be one
(1) of the top ten (10) owners unless at least ten (10) other
employees own a greater interest than that Employee. However, an
Employee will not be considered a top ten (10) owner for a Plan
Year if the Employee earns less than the maximum dollar
limitation on contributions and other annual additions to a
Participant's account in a defined contribution plan under the
Internal Revenue Code as in effect for the calendar year in which
the determination date falls.
(c) Any person who owns, or is considered as owning within
the meaning of the constructive ownership rules of the Internal
Revenue Code, more than five percent (5%) of the outstanding
stock of the Employer or stock possessing more than five percent
(5%) of the combined total voting power of all stock of the
Employer.
(d) A one percent (1%) owner of the Employer having annual
compensation from the Employer of more than one hundred and fifty
thousand dollars ($150,000).
For purposes of this Section 13.7, compensation means all
items includable as compensation for purposes of applying the limitations
on contributions and other annual additions to a Participant's account in a
defined contribution plan and the maximum benefit payable under a defined
benefit plan under the Internal Revenue Code.
For purposes of this Section 13.7, a beneficiary of a key
employee shall be treated as a key employee. For purposes of parts (c) and
(d) of this Section 13.7, each Employer is treated separately, without
regard to the definition in Section 13.11, in determining ownership
percentages, but in determining the amount of compensation, the definition
of Employer in Section 13.11 shall be taken into account.
13.8 Non-Key Employee. The term "non-key employee" means any
employee and any beneficiary of an employee who is not a key employee.
13.9 Distributions to Key Employees. Any other provision of
this Plan to the contrary notwithstanding, the distribution of the entire
interest in the Plan of each Participant who is or at any time has been a
key employee shall commence no later than the end of the taxable year of
the Participant in which the Participant attains age seventy and one-half
(70-1/2).
13.10 Collective Bargaining Rules. The provisions of Sections
13.2 and 13.3 do not apply with respect to any employee included in a unit
of employees covered by a collective bargaining agreement unless the
application of such sections has been agreed upon with the collective
bargaining agent.
13.11 Employer. The term "Employer" means the Employer as
defined in Section 1.27 and any member of the Controlled Group of
Corporations.
13.12 Compensation. For purposes of these top-heavy provisions,
including but not limited to the determination of the Participant's minimum
benefit and the definition of key employee, the term "compensation" shall
mean the compensation received by the Participant from the Employer as
reported on Form W-2 for the calendar year that ends with the Plan Year in
question.
13.13 Present Value. For purposes of determining the present
value of the accrued benefits of all defined benefit plans included in an
aggregation group, the following actuarial assumptions shall be used: An
interest rate of five percent (5%) and post-retirement mortality equal to
the TPF&C Forecast Mortality Table with the ages of females set back six
(6) years. A Participant's spouse will be assumed to be the same age as
the Participant for determining joint and survivor annuities. Proportional
subsidies will be ignored when testing for top-heaviness in a defined
benefit plan, while non-proportional subsidies will be considered.
Executed and adopted effective July 1, 1994.
REYNOLDS METALS COMPANY
By: ___________________________
Chief Executive Officer
APPENDIX
NAME OF EMPLOYER: Reynolds Metals Company
CLASS OF EMPLOYEES ELIGIBLE TO Hourly employees at the Eastman
BE COVERED: Architectural Products Plant
DATE AS OF WHICH THIS CLASS August 1, 1990
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: 60 days
DEFINITION OF COMPENSATION: Straight-time hourly earnings for all
hours worked, including shift differential and earnings for
vaca tion, bereavement, and unworked
holiday.
DEFINITION OF TYPES OF Profit Sharing Awards for 1990
ADDITIONAL COMPENSATION, and future years
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED No
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Reynolds Metals Company
CLASS OF EMPLOYEES ELIGIBLE TO Non-union hourly employees of
BE COVERED: Reynolds Aluminum Supply Company
in Charlotte, Cincinnati, Cleveland,
Ft. Lauderdale, Orlando, Phoenix,
Wallingford, Newark
DATE AS OF WHICH THIS CLASS September 1, 1990
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: 60 days
DEFINITION OF COMPENSATION: Straight-time hourly earnings for all
hours worked, including shift
differential and earnings for
vacation, bereavement, and unworked
holiday.
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION, IF
ANY, AND EFFECTIVE DATE OF
THIS DEFINITION:
ARE PARTICIPANTS ENTITLED No
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Bakers Choice Products, Inc.
CLASS OF EMPLOYEES ELIGIBLE TO Salaried and hourly
BE COVERED:
DATE AS OF WHICH THIS CLASS February 1, 1990
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Straight-time earnings for all hours
worked, including shift differential
and earnings for vacation,
bereavement, unworked holiday and
guaranteed portions of reporting pay
and call out pay.
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION,
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Mt. Vernon Plastics Corporation
CLASS OF EMPLOYEES ELIGIBLE TO Salaried and hourly
BE COVERED:
DATE AS OF WHICH THIS CLASS February 1, 1990
OF EMPLOYEES IS FIRST
ELIGIBLE TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Straight-time earnings for all hours
worked, including shift differential
and earnings for vacation,
bereavement, unworked holiday and
guaranteed portions of reporting pay
and call out pay.
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION,
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: El Campo Aluminum Company
CLASS OF EMPLOYEES ELIGIBLE TO Salaried
BE COVERED:
DATE AS OF WHICH THIS CLASS September 1, 1990
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF Profit Sharing Awards for 1990
ADDITIONAL COMPENSATION, and future years.
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Southern Reclamation Company, Inc.
CLASS OF EMPLOYEES ELIGIBLE Salaried
TO BE COVERED:
DATE AS OF WHICH THIS CLASS March 1, 1991
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF Profit sharing awards for 1991
ADDITIONAL COMPENSATION, and future years
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Alreco Metals, Inc.
CLASS OF EMPLOYEES ELIGIBLE TO Salaried
BE COVERED:
DATE AS OF WHICH THIS CLASS March 1, 1991
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one Year
of Service
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF Profit sharing awards for 1991 and
ADDITIONAL COMPENSATION, future years
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Hanover Manufacturing Corporation
CLASS OF EMPLOYEES ELIGIBLE TO Salaried
BE COVERED:
DATE AS OF WHICH THIS CLASS November 1, 1991
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION,
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: RAMCO Manufacturing Company
CLASS OF EMPLOYEES ELIGIBLE TO Salaried
BE COVERED:
DATE AS OF WHICH THIS CLASS July 1, 1993
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one
Year of Service
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION,
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
APPENDIX
NAME OF EMPLOYER: Green Construction & Mining
Corporation
CLASS OF EMPLOYEES ELIGIBLE TO Salaried
BE COVERED:
DATE AS OF WHICH THIS CLASS April 1, 1994
OF EMPLOYEES IS FIRST ELIGIBLE
TO BE COVERED:
PROBATIONARY PERIOD: For purposes of this Plan, one Year
of Service. For any employee who is
employed as of April 1, 1994, prior
service with Green Mining Company
will be considered service with the
Employer for purposes of determining
a Year of Service under the Plan.
DEFINITION OF COMPENSATION: Basic monthly earnings
DEFINITION OF TYPES OF None
ADDITIONAL COMPENSATION,
IF ANY, AND EFFECTIVE
DATE OF THIS DEFINITION:
ARE PARTICIPANTS ENTITLED Yes
TO COMPANY MATCHING
CONTRIBUTIONS?
EXHIBIT 5
May 27, 1994
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Gentlemen:
I am Vice President, General Counsel and Secretary of
Reynolds Metals Company (the "Company"). I, together with
attorneys acting under my supervision, have acted as counsel to
the Company in connection with, and have participated in the
preparation of, a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission (the "Registration
Statement") relating to the registration under the Securities Act
of 1933 of 50,000 shares (the "Shares") of the Company's Common
Stock, without par value, and an indeterminate amount of
interests (the "Interests") to be offered under the Employees
Savings Plan maintained by the Company (the "Plan"). I, or
attorneys under my supervision, have reviewed the Plan and such
other documents as I have deemed appropriate for purposes of this
opinion.
Based on the foregoing, it is my opinion that:
(i) the Shares have been validly authorized and, when
issued and delivered to the Trustee of the Trust established
pursuant to the Plan in accordance with the terms of the Plan,
will be legally issued, fully paid and non-assessable; and
(ii) the Interests have been validly authorized and,
when created pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable, and will be binding
obligations of the Plan.
I express no opinion as to the laws of jurisdictions
other than the laws of the Commonwealth of Virginia, the General
Corporation Law of the State of Delaware, and the federal laws of
the United States of America.
I consent to the reference to me under Item 5 in the
Registration Statement and to the filing of a copy of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
D. Michael Jones
D. Michael Jones
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under Item 3 in the
Registration Statement (Form S-8) and under the caption "Experts"
in the related Prospectus, pertaining to the Employees Savings Plan
and to the incorporation by reference therein of our report dated
February 18, 1994, with respect to the consolidated financial
statements and schedules of Reynolds Metals Company included in its
Form 10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
Ernst & Young
May 23, 1994
Richmond, Virginia
EXHIBIT 24
1. Powers of Attorney from the following persons are attached:
William O. Bourke
Thomas A. Graves, Jr.
Gerald Greenwald
John R. Hall
Robert L. Hintz
David P. Reynolds
Robert J. Vlasic
Joe B. Wyatt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
William O. Bourke
William O. Bourke
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
Thomas A. Graves, Jr.
Thomas A. Graves, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
Gerald Greenwald
Gerald Greenwald
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
John R. Hall
John R. Hall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
Robert L. Hintz
Robert L. Hintz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
David P. Reynolds
David P. Reynolds
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
Robert J. Vlasic
Robert J. Vlasic
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate, relating to the offer and sale of up
to 50,000 shares of the Common Stock, without par value, of the
Company, together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan maintained by the Company, and any and all
amendments (including post-effective amendments) to such
Registration Statements, and to file the same, with all exhibits
thereto, and all prospectuses and documents in connection
therewith, with the Securities and Exchange Commission; granting
unto each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1995.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of May, 1994.
Joe B. Wyatt
Joe B. Wyatt
