<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 95-1054708
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2201 Seal Beach Boulevard 90740-8250
Seal Beach, California (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
</TABLE>
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RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
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WILLIAM J. CALISE, JR. Esq.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 797-5362
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, Par Value $1
per share(1)............... 2,000,000 shs. $46.69(2) $93,380,000(2) $32,200.00
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the Securities Act), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based on the average of the
high and low trading prices for the Common Stock on September 22, 1995, as
reported in the New York Stock Exchange--Composite Transactions.
</TABLE>
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Rockwell International Corporation
(Rockwell) has filed (file number 1-1035) with the Securities and Exchange
Commission (the Commission), are incorporated herein by reference and made a
part hereof:
(a) Rockwell's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
(b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995.
(c) Rockwell's Current Reports on Form 8-K dated December 21, 1994,
February 23, 1995 and June 14, 1995.
(d) Item 1 of the Registration Statement on Form 8-C pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the Exchange Act), filed
by North American Aviation, Inc. (now Rockwell) April 16, 1967.
(e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to
Section 12(b) or (g) of the Exchange Act, filed January 28, 1988.
All documents subsequently filed by Rockwell and the Reliance Electric
Company Savings and Investment Plan (the Plan) pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of Rockwell.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of fiduciary
duty as directors, subject to certain limitations (8 Del. G.C.L. sec.102(b)(7) )
and also provides for indemnification of directors, officers, employees and
agents subject to certain limitations (8 Del. G.C.L. sec.145).
The third paragraph of Article Eighth of Rockwell's Restated Certificate of
Incorporation, as amended, eliminates monetary liability of directors for breach
of fiduciary duty as directors to the extent permitted by Delaware law.
Section 15 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in
substance, for the indemnification of directors, officers, employees and agents
of Rockwell to the extent permitted by Delaware law.
In addition, Section 14.11 of Article 14 of the Plan provides for
indemnification of present and future fiduciaries of the Plan.
Rockwell's directors and officers are insured against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
II-1
<PAGE> 3
In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
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4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed
as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, is incorporated herein by reference.
4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report
on Form
10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by
reference.
4-c --Copy of the Reliance Electric Company Savings and Investment Plan, as
restated effective January 1, 1989.
4-d --Form of Amendment No. 1 to Reliance Electric Company Savings and Investment
Plan, effective January 1, 1989.
4-e --Form of Amendment No. 2 to Reliance Electric Company Savings and Investment
Plan, effective October 1, 1995.
4-f --Copy of Agreement and Declaration of Trust amended and restated as of
September 2, 1983 between Reliance Electric Company and Central National Bank
of Cleveland (predecessor-in-interest to Key Trust Company of Ohio, N.A.).
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, as to the legality of any newly issued
Common Stock of Rockwell covered by this Registration Statement.
5-b --In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, or a
determination letter of the Internal Revenue Service (the IRS) that the Plan
is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby
undertakes to cause its wholly-owned subsidiary, Reliance Electric Company,
to submit the Plan and any amendment thereto to the IRS in a timely manner
and to make all changes required by the IRS in order to qualify the Plan.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
II-6 of this Registration Statement.
23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page
II-7 of this Registration Statement.
23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit
5-a to this Registration Statement.
23-d --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
Registration Statement.
24 --Powers of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and officers
of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on
Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
</TABLE>
ITEM 9. UNDERTAKINGS.
A. Rockwell 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in
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the aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by Rockwell pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
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 Rockwell'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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
B. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Rockwell pursuant to the foregoing provisions, or otherwise, Rockwell has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Rockwell of
expenses incurred or paid by a director, officer or controlling person of
Rockwell 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, Rockwell will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 25TH DAY OF
SEPTEMBER, 1995.
ROCKWELL INTERNATIONAL CORPORATION
/s/ WILLIAM J. CALISE, JR.
By __________________________________
(WILLIAM J. CALISE, JR., SENIOR VICE
PRESIDENT,
GENERAL COUNSEL AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 25TH DAY OF SEPTEMBER, 1995 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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SIGNATURE TITLE
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DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* Director
DON H. DAVIS* Director
ROBIN CHANDLER DUKE* Director
JUDITH L. ESTRIN* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President, Finance & Planning and
Chief Financial Officer (principal financial
officer)
LAWRENCE J. KOMATZ* Vice President and Controller
(principal accounting officer)
/s/ WILLIAM J. CALISE, JR.
* By ______________________________________
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
</TABLE>
** By authority of the powers of attorney filed as Exhibit 24 to Rockwell's
Registration Statement on Form S-3 (Registration No. 33-61723).
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF
CALIFORNIA ON THE 25TH DAY OF SEPTEMBER, 1995.
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
BY RELIANCE ELECTRIC COMPANY
AS PLAN ADMINISTRATOR
By /s/ WILLIAM J. CALISE, JR.
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(WILLIAM J. CALISE, JR., VICE
PRESIDENT)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Rockwell International Corporation, in respect of the Reliance
Electric Company Savings and Investment Plan, of our reports dated November 1,
1994, except Note 2 to Financial Statements, as to which the date is November
21, 1994, appearing in and incorporated by reference in the 1994 Annual Report
on Form 10-K of Rockwell International Corporation and to the reference to us
under the heading "Experts" in the Prospectus, which is related to this
Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
September 22, 1995
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CONSENT OF COUNSEL
The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit
5-a hereto.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Rockwell International Corporation and the Prospectus
with respect to the securities covered thereby of our report dated February 3,
1994 relating to the consolidated financial statements of Reliance Electric
Company which appears in the Current Report on Form 8-K of Rockwell
International Corporation dated December 21, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Cleveland, Ohio
September 21, 1995
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<PAGE> 9
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of the Reliance Electric Company Savings
and Investment Plan.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
September 25, 1995
II-8
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EXHIBIT INDEX
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EXHIBIT
NUMBER PAGE
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4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended,
filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, is incorporated herein by
reference.
4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is
incorporated herein by reference.
4-c --Copy of the Reliance Electric Company Savings and Investment Plan, as
restated effective January 1, 1989.
4-d --Form of Amendment No. 1 to Reliance Electric Company Savings and
Investment Plan, effective January 1, 1989.
4-e --Form of Amendment No. 2 to Reliance Electric Company Savings and
Investment Plan, effective October 1, 1995.
4-f --Copy of Agreement and Declaration of Trust as of September 2, 1983
between Reliance Electric Company and Central National Bank of Cleveland
(predecessor-in-interest to Key Trust Company of Ohio, N.A.)
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, as to the legality of any newly
issued Common Stock of Rockwell covered by this Registration Statement.
5-b --In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, or a
determination letter of the Internal Revenue Service (the IRS) that the
Plan is qualified under Section 401 of the Internal Revenue Code,
Rockwell hereby undertakes to cause its wholly-owned subsidiary,
Reliance Electric Company, to submit the Plan and any amendment thereto
to the IRS in a timely manner and to make all changes required by the
IRS in order to qualify the Plan.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on
page II-6 of this Registration Statement.
23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on
page II-7 of this Registration Statement.
23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, contained in his opinion filed as
Exhibit 5-a to this Registration Statement.
23-d --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
Registration Statement.
24 --Powers of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and
officers of the Company, filed as Exhibit 24 to Rockwell's Registration
Statement on Form S-3 (Registration No. 33-61723), are incorporated
herein by reference.
</TABLE>
<PAGE> 1
Exhibit 4(c)
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
(Restated effective January 1, 1989)
<PAGE> 2
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
THIS AMENDMENT AND RESTATEMENT is executed as of the __ day of
December, 1994, by Reliance Electric Company, a corporation organized and
existing under and by virtue of the laws of the State of Delaware (hereinafter
called the "Company");
W I T N E S S E T H:
WHEREAS, effective March 1, 1978, the Company established the Reliance
Electric Company Savings and Investment Plan (hereinafter referred to as the
"Plan") for the benefit of its eligible employees; and
WHEREAS, the Company has amended and restated the Plan on several
occasions, the most recent amendment and restatement being effective as of
January 1, 1989; and
WHEREAS, under the terms of Article 15 of the Plan, the Company
reserved the right to make amendments thereto; and
WHEREAS, the Company desires to again amend and restate the Plan,
effective as of January 1, 1989, in order to bring the Plan into compliance
with the Unemployment Compensation Amendments of 1992, and certain
regulations and rulings issued under the Tax Reform Act of 1986, the Omnibus
Budget Reconciliation Act of 1987 and the Technical and Miscellaneous Revenue
Act of 1988, and to effectuate certain necessary and desirable changes;
NOW, THEREFORE, the Plan is hereby amended and restated, effective
January 1, 1989, as follows:
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NAME AND PURPOSE
The name of this Plan is the Reliance Electric Company Savings and
Investment Plan. This Plan was originally created and is hereby continued for
the purpose of encouraging eligible employees of authorized divisions or
departments of the Company or of any authorized corporation owned or controlled
by the Company to provide additional financial security and to supplement
retirement income by saving on a regular and long-term basis.
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ARTICLE I DEFINITIONS
1.01 "ACCOUNT" means the account maintained for each Participant
which reflects separately his Basic Employee Contributions, Basic Salary
Reduction Contributions, Supplemental Salary Reduction Contributions,
Supplemental Employee Contributions, his portion of Matching Employer
Contributions, and his portion of Supplemental Employer Contributions,
investments in the investment funds offered from time to time under the Plan,
including the Exxon Fund and the Company Stock Fund, with any earnings,
interest, dividends, and profits or losses, realized or unrealized, thereon,
and which also reflects any distributions to, loans to or withdrawals by, such
Participant or his Beneficiary.
1.02 "ADMINISTRATIVE COMMITTEE" means the committee appointed to
administer the Plan in accordance with Section 14.03 of the Plan.
1.03 "APPRAISAL DATE" means the date as of which the value of a
share of Company Stock is determined by the Administrative Committee or its
designee.
1.04 "BASIC EMPLOYEE CONTRIBUTIONS" means the contributions made by
a Participant as a condition of participation in the Prior Reliance Electric
Plan, as provided in Section 3.02 of the Prior Reliance Electric Plan.
1.05 "BASIC SALARY REDUCTION CONTRIBUTIONS" means the contributions
of the Employer to the Plan as a result of a written Compensation reduction
agreement with a Participant, as provided in Section 3.01 of the Plan. Basic
Salary Reduction Contributions shall be not less than 1% and not more than 6%
of a Participant's compensation.
1.06 "BENEFICIARY" means, if a Participant is married, the
Participant's Eligible Surviving Spouse unless such Eligible Surviving Spouse
consents to waiving his or her right to receive a death benefit under the Plan
upon his or her death and consents to the designation of another beneficiary.
If there is no Eligible Surviving Spouse, or the Eligible Surviving Spouse
consents to waiving his or her right to receive a death benefit, the
Beneficiary means any person, estate, trust or organization (other than a
business corporation) designated by a Participant to receive a death benefit
under the Plan in the event of his death.
The Administrative Committee shall prescribe the form for the
written designation of beneficiary and, upon the Participant's filing the form
with the Administrative Committee, it effectively shall revoke all designations
filed prior to that date by the same Participant. If, under any circumstance,
there shall be a failure of the primary and contingent designees, such as the
death of designees before the deceased or simultaneously with the deceased, the
Eligible Surviving Spouse of the deceased shall be the designated beneficiary,
but if there is no such Eligible Surviving Spouse, then the designated
beneficiary shall be the deceased's surviving children and they shall share
such death benefit equally, but if there shall be no surviving children, then
the designated beneficiary shall be those who would take under the intestate
laws of the jurisdiction in which the deceased was domiciled at the time of his
death.
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<PAGE> 5
1.07 "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
1.08 "CODE" means the Internal Revenue Code of 1986, as amended.
1.09 "COMPANY" means Reliance Electric Company, a Delaware
corporation.
1.10 "COMPANY STOCK" means any Class of common stock of the Company
which qualifies as a "qualifying employer security" within the meaning of
section 407(d)(5) of ERISA.
1.11 "COMPENSATION" means for periods prior to April 1, 1993:
(a) remuneration which is received by an Employee in cash or in
kind for the performance of services as an Employee for the
Employer and which must be reported as wages on the Employee's
Form W-2 for income tax purposes. Compensation shall be
increased for salary reduction contributions which are excluded
from the taxable income of the Employee under Code sections
125, 402(a)(8) and 402(h)(1)(B) and shall be reduced by all of
the following amounts even if they are taxable to the Employee:
(A) expense reimbursements, expense allowances or moving
expenses;
(B) cash and noncash fringe benefits and welfare benefits; and
(C) deferred compensation; and
(b) in the case of an Eligible Employee, described in the second
paragraph of Section 1.15, an amount determined by the
Administrative Committee, using as a guideline to be uniformly
and consistently applied, that nondeferred remuneration which
would be considered as his basic rate of compensation if his
services were performed in a similar position in the United
States for the Company, but in no event shall "Compensation",
as determined by the Administrative Committee, exceed the
nondeferred remuneration actually received by such an Eligible
Employee.
For periods beginning on and after April 1, 1993, the word
"compensation" shall mean:
(a) remuneration which is received by an Employee in cash or in
kind for the performance of services as an Employee for the
Employer and which must be reported as wages on the Employee's
Form W-2 for income tax purposes. Compensation shall be
increased for salary reduction contributions which are excluded
from the taxable income of the Employee under Code sections
125, 402(a)(8) and 402(h) and shall be reduced by all of the
following amounts even if they are taxable to the Employee:
(A) expense reimbursements, expense allowances or moving
expenses;
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<PAGE> 6
(B) cash and noncash fringe benefits and welfare benefits; and
(C) deferred compensation; and
(b) in the case of an Eligible Employee, described in the second
paragraph of Section 1.15, an amount determined by the
Administrative Committee, using as a guideline to be uniformly
and consistently applied, that nondeferred remuneration which
would be considered as his basic rate of compensation if his
services were performed in a similar position in the United
States for the Company, but in no event shall "Compensation",
as determined by the Administrative Committee, exceed the
nondeferred remuneration actually received by such an Eligible
Employee.
Notwithstanding the foregoing, the maximum Compensation of any
Employee that can be considered for any purpose under this Plan
prior to January 1, 1994 shall be Two Hundred Thousand Dollars
($200,000), plus such adjustments for increases in the cost of
living as shall be prescribed by the Secretary of the Treasury
pursuant to section 401(a)(17) of the Code. On and after
January 1, 1994, the maximum Compensation of any Employee that
can be considered for any purposes under this Plan shall be One
Hundred Fifty Thousand Dollars ($150,000), plus such
adjustments for increases in the cost of living as shall be
prescribed by the Secretary of the Treasury pursuant to section
401(a)(17) of the Code. In determining the limit on
Compensation set forth in the preceding sentence, the family
aggregation rules contained in section 414(q)(6) of the Code
and any lawful regulations thereunder shall apply, except that
in applying such rules, the term "family" shall include only
the spouse of the Employee and any lineal descendants of the
Employee who have not attained age nineteen (19) before the
close of the Plan Year. If, as a result of the application of
such family aggregation rules, the limit on Compensation set
forth above is exceeded, the amount of each family member's
Compensation which shall count toward the limit shall equal
that portion of the limit which bears the same relationship to
the limit as such family member's Compensation prior to the
application of such Compensation limit ("Unlimited
Compensation") bears to the total Unlimited Compensation of all
the family members.
1.12 "DISABILITY DATE" means the first day of the month coincident
with or next following the termination of service of a Participant or Inactive
Participant with the Employer due to a physical or mental disability which will
permanently disable such Participant from performing the customary duties of
his regular job with the Employer. Such permanent disability is to be
determined by a licensed physician provided by or acceptable to the
Administrative Committee.
1.13 "EARLY RETIREMENT DATE" means the date of a Participant's or
Inactive Participant's termination of service, provided it occurs on or after
his 55th birthday, but prior to his Normal Retirement Date, and after his
completion of ten (10) Years of Credited Service.
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<PAGE> 7
1.14 "EFFECTIVE DATE OF THE PLAN" means (a) March 1, 1978 for each
Employer authorized to participate under the Prior Reliance Electric Plan on
such date, and (b) such other date after March 1, 1978, which is the first date
an Employer is authorized to participate under the Prior Reliance Electric Plan
or the Plan.
1.15 "ELIGIBLE EMPLOYEE" means an Employee who is employed on or
after the Restatement Date by an Employer and who has completed a Year of
Credited Service and is neither covered by a collective bargaining agreement
(unless that collective bargaining agreement expressly provides for the
employee's eligibility) nor eligible to participate in any other defined
contribution plan maintained by an Employer or to which an Employer
contributes. On and after January 1, 1994, and solely for purposes of Articles
2 and 3 hereof, "Eligible Employee" means an Employee who has completed thirty
(30) days of Credited Service and is neither covered by a collective bargaining
agreement (unless that collective bargaining agreement expressly provides for
the employee's eligibility), nor eligible to participate in any other defined
contribution plan maintained by an Employer or to which an Employer
contributes.
Lastly, the Plan excludes any Leased Employee, and any Employee
of an Employer which is a "foreign subsidiary" (described in section 406(a) of
the Code and to which an agreement entered into under section 3121(1) of the
Code applies) or a "domestic subsidiary" (described in section 407(a) of the
Code) and who is not a citizen of the United States - other than a person
employed by a Subsidiary authorized to participate in the Plan by the
Administrative Committee.
1.16 "ELIGIBLE SURVIVING SPOUSE" means the husband or wife to whom
the Participant was married on the date of the Participant's death.
1.17 "EMPLOYEE" means any person who is employed by an Employer
including a Leased Employee.
1.18 "EMPLOYER" means a division of the Company or any corporation
(or division of such a corporation) within Reliance Electric Company, which, in
each instance, is authorized by the Administrative Committee to participate in
the Plan.
1.19 "EMPLOYMENT COMMENCEMENT DATE" means the first date on which an
Employee performs an Hour of Service.
1.20 "ERISA" means Public Law No. 93-406, the Employee Retirement
Income Security Act of 1974, any regulations thereunder and any amendments
thereto and any successor statutes or regulations which may be enacted or
promulgated from time to time.
1.21 "EXCLUDED ENTITY" means a division of the Company or any
corporation (or division of such a corporation) within the Company which, in
each instance, is not authorized by the Administrative Committee to participate
in the Plan.
1.22 "EXXON CORPORATION" means Exxon Corporation, a New Jersey
corporation.
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<PAGE> 8
1.23 "FIRST DAY OF THE CALENDAR QUARTER" means either January 1,
April 1, July 1 or October 1, whichever is appropriate.
1.24 "FORMER PARTICIPANT" means any person who is entitled to
benefits from the Trust and who ceases to be employed by Reliance Electric
Company.
1.25 "HOUR OF SERVICE" means an hour for which an Employee is
directly or indirectly paid, or entitled to payment by the Employer for the
performance of duties.
1.26 "INACTIVE PARTICIPANT" means any Participant who ceases to be
an Eligible Employee, but who nonetheless remains in the employment of Reliance
Electric Company.
1.27 "INITIAL PUBLIC OFFERING" means the first public offering of
Company Stock pursuant to a registration statement filed with the United States
Securities and Exchange Commission pursuant to the provisions of the Federal
Securities Act of 1933.
1.28 "LEASED EMPLOYEE" means any individual (other than a common-law
employee of an Employer) who, pursuant to an agreement between an Employer and
any leasing organization, has performed services for the Employer or for
related persons, as determined in accordance with section 414(n)(6) of the
Code, on a substantially full-time basis for a period of at least one (1) year;
provided, however, that such services are of a type historically performed by
employees in the business field of the Employer.
Notwithstanding the foregoing, a Leased Employee shall not be
considered an Employee of an Employer if:
(a) such Leased Employee is covered under a money purchase pension
plan which provides the following:
(i) a nonintegrated employer contribution formula of at
least ten percent (10%) of a participant's Total
Remuneration, as defined in Section 1.50 hereof,
together with amounts contributed on his behalf
pursuant to a salary reduction agreement which are
excludable from the employee's gross income pursuant to
sections 125, 402(a)(8), 402(h) or 403(b) of the Code;
(ii) immediate participation in said money purchase pension
plan; and
(iii) full and immediate vesting under said money purchase
pension plan; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's nonhighly compensated employees.
1.29 "MANAGEMENT INVESTOR" means a Participant who on October 31,
1989 held in the aggregate in excess of 4,999 shares of Company Stock and/or
options to purchase Company Stock under either the Reliance Electric Company
Employee Stock Purchase Plan or the Reliance Electric Company Employee Stock
Redistribution Plan.
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<PAGE> 9
1.30 "MATCHING EMPLOYER CONTRIBUTIONS" mean the contributions made
to the Plan by the Employer, as provided in Sections 4.01, 4.09, 4.10 and 4.11
hereof.
1.31 "NORMAL RETIREMENT AGE" means the attainment of age 65 by a
Participant, Inactive Participant or Former Participant.
1.32 "NORMAL RETIREMENT DATE" means the first day of the month
coincident with or next following a Participant's, Inactive Participant's or
Former Participant's 65th birthday.
1.33 "ONE YEAR PERIOD OF SEVERANCE" means any of the successive
twelve consecutive month periods commencing on an Employee's Severance from
Service Date and ending on the anniversary of such date, provided that during
such period the Employee does not perform an Hour of Service.
1.34 "PARTICIPANT" means any person participating in the Plan as
provided in Article 2.
1.35 "PENDENCY OF AN INITIAL PUBLIC OFFERING" shall mean the period
commencing on the date (at which date Company Stock is not Publicly Traded) the
Company publicly announces its intention to effect an Initial Public Offering
and ending on either the date the Initial Public Offering is consummated or the
date the Company publicly announces that the contemplated Initial Public
Offering will not take place.
1.36 "PERIOD OF SERVICE" means a period of service commencing on an
Employee's Employment Commencement Date or Reemployment Commencement Date,
whichever is applicable, and ending on his Severance from Service Date. Except
as otherwise provided in the Plan, all non-successive Periods of Service shall
be aggregated and less than whole year Periods of Service shall be aggregated
on the basis that twelve months of service or 365 days of service equal a whole
year.
1.37 "PERIOD OF SEVERANCE" means the period of time commencing on an
Employee's Severance from Service Date and ending on his Reemployment
Commencement Date.
1.38 "PLAN" means the Reliance Electric Company Savings and
Investment Plan as in effect on the Effective Date and as amended from time to
time thereafter.
1.39 "PLAN YEAR" means, as provided in the Prior Document, the
twelve month period commencing on January 1, 1981 and each January 1
thereafter.
1.40 "PRIOR DOCUMENT" means the Reliance Electric Company Savings
and Investment Plan, as amended and restated as of January 1, 1981, including
amendments of January 1, 1979, April 1, 1979, April 25, 1980 and October 1,
1980.
1.41 "PRIOR RELIANCE ELECTRIC PLAN" shall mean the Plan as in
effect prior to October 1, 1983.
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<PAGE> 10
1.42 "PUBLICLY TRADED" shall mean, with respect to any shares of
Company Stock, either:
(a) the listing of such shares on a nationally-recognized stock
exchange; or
(b) the listing of such shares on the NASDAQ National Market System.
1.43 "QUALIFIED DOMESTIC RELATIONS ORDER (QDRO)" means any judgment,
decree or order (including approval of a property settlement agreement) which
is made pursuant to a State Domestic Relations Law (including a community
property law) and which:
(i) relates to provision of child support, alimony
payments, or marital property rights of a spouse,
former spouse, child or other dependent of a
Participant, and which
(ii) recognizes or creates an alternate payee's right to, or
assigns an alternative payee the right to receive all
or a portion of the benefits payable with respect to a
Participant under this Plan, and which
(iii) clearly specifies:
(a) name and last known address of the Participant and of each
alternate payee
(b) the amount, percentage or manner in which such could be
determined, of the Participant's benefits to be paid to such
alternate payee by the Plan
(c) the number of payments or time period the QDRO covers, and
(d) each Plan to which the QDRO applies.
A QDRO cannot require the Plan to provide a type or form of benefit,
or any option not otherwise provided by the Plan, nor can it require the Plan
to provide increased benefits.
A QDRO cannot require payment to an alternate payee of benefits
required to be paid to another alternate payee by virtue of a previous QDRO. A
written procedure will be established to determine the qualified status of
QDRO's and to administer distributions thereunder.
1.44 "REEMPLOYMENT COMMENCEMENT DATE" means the first date on which
an Employee performs an Hour of Service following a Period of Severance.
1.45 "RELIANCE ELECTRIC COMPANY" means all corporations which, with
the Company, are members of a controlled group of corporations or trades or
businesses which include the Company within the meaning of sections 414(b) and
414(c) of the Code or is a member of an affiliated service group which includes
the Company within the meaning of section 414(m) of the Code.
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<PAGE> 11
1.46 "SALARY REDUCTION CONTRIBUTIONS" means for a Participant the
sum of his Basic Salary Reduction Contributions and his Supplemental Salary
Reduction Contributions.
1.47 "SEVERANCE FROM SERVICE DATE" means the date on which an
Employee quits, retires, is discharged or dies, or, if earlier, the first
anniversary of the first date of a period in which an Employee remains absent
from service with the Employer for any other reason.
The "Severance from Service Date" for a Participant who is
absent from work for Maternity or Paternity reasons, shall be the second
anniversary of the first date of such absence. The period between the first
and second anniversaries of the first date of absence for Maternity or
Paternity reasons shall not constitute a "Period of Severance". For purposes
of this paragraph, an absence from work for Maternity or Paternity reasons
means an absence:
(i) by reason of pregnancy of the Employee,
(ii) by reason of the birth of a child of the Employee,
(iii) by reason of the placement of a child with the Employee
in connection with the adoption of such child by such
Employee, or
(iv) for purposes of caring for such child for a period
immediately following such birth or placement.
An absence will not be considered a "Maternity or Paternity
Absence" unless the Employee provides the Administrative Committee with
information within 10 working days demonstrating that the absence is for one of
the four permitted reasons outlined above. At the end of such absence, the
Employee must provide the Administrative Committee with a record of the number
of days of such absence.
Nothing in this Plan shall require the Employer to grant a
paid leave of absence to any Employee.
1.48 "SUPPLEMENTAL EMPLOYEE CONTRIBUTIONS" means contributions to
the Plan as provided in Section 3.02 of the Plan or contributions to the Prior
Reliance Electric Plan in excess of the Maximum Basic Employee Contributions as
provided in Section 3.03 of the Prior Reliance Electric Plan.
1.49 "SUPPLEMENTAL SALARY REDUCTION CONTRIBUTIONS" means the
contributions of the Employer to the Plan as a result of a written Compensation
reduction agreement with a Participant, as provided in Section 3.01 of the
Plan. Prior to September 1, 1992, a Participant's Supplemental Salary
Reduction Contributions shall be greater than 6% but not more than 12% of his
Compensation. On and after September 1, 1992, a Participant's Supplemental
Salary Reduction Contributions shall be greater than 6% but not more than 16%
of his Compensation.
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<PAGE> 12
1.50 "TOTAL REMUNERATION" means taxable remuneration paid to an
Employee for services rendered to the Employer which must be reported as wages
on the Employee's Form W-2 for income tax purposes. Total Remuneration shall
be increased for salary reduction amounts which are excluded from the taxable
income of the Employee under sections 125, 402(e)(3) and 402(h)(1)(B) of the
Code. Total Remuneration shall be reduced by all of the following amounts if
they are taxable to the Employee:
(a) all amounts credited to any funded deferred compensation plan,
whether or not qualified;
(b) expense reimbursements, expense allowances or moving expenses;
(c) all amounts related to restricted property or stock options,
whether qualified or nonqualified; and
(d) any cash or non-cash fringe benefits or welfare benefits.
An Employee's Total Remuneration for a Plan Year commencing on or
after December 31, 1988 shall not exceed the applicable limit set forth in
Section 1.11 hereof.
1.51 "TRUST" means the Reliance Electric Company Savings and
Investment Trust, as adopted and subsequently amended, and as the same forms
part of the Plan.
1.52 "TRUST FUND" means the fund established under Section 14.01.
1.53 "TRUSTEE" means the trustee as provided in Section 14.01.
1.54 "VALUATION DATE" means the last business day of each month.
1.55 "VESTED INTEREST" means that portion of an Account in which
an individual has a fully vested and nonforfeitable right, as provided in
Article 8.
1.56 "YEAR OF CREDITED SERVICE" means each whole year of an
Employee's Period of Service, whether or not such Period of Service is
completed consecutively.
1.57 "YEAR OF VESTED SERVICE" means, for purposes of determining a
Participant's nonforfeitable interest in Employer contributions, each whole
year of his Period of Service, whether or not such Period of Service was
completed consecutively, provided, however, that a "Year of Vested Service"
shall not include:
(a) any portion of a Participant's Period of Service or employment
by an Excluded Entity prior to March 1, 1978, and
(b) prior to July 1, 1980, any portion of a Participant's Period of
Service with respect to which the Participant did not make
Basic Employee Contributions under the Prior Reliance Electric
Plan;
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<PAGE> 13
and, further provided, however, that a "Year of Vested Service" shall include:
(c) employment by an Excluded Entity on March 1, 1978 and
thereafter of a person who, on or after that date, either
ceases to be (i) an Employee of an Employer and becomes
employed by an Excluded Entity, or (ii) employed by an Excluded
Entity and becomes an Employee of an Employer, except that if
on or after March 1, 1978 an Employer or Excluded Entity is for
the first time included within the definition of "Reliance
Electric Company", the Administrative Committee shall
determine, in a uniform nondiscriminatory manner, what portion,
if any, of service prior to inclusion within such definition
shall be included under this paragraph (c).
1.58 "HIGHLY COMPENSATED EMPLOYEE" means an Employee or a former
Employee who is highly compensated for a Plan Year as described in section
414(q) of the Code, which is hereby incorporated by reference. A Highly
Compensated Employee is described for informational purposes herein as an
Employee during a Plan Year if either:
(a) during the preceding Plan Year, he:
(i) was at any time a five percent (5%) or more actual or
constructive owner of a member of the Employer;
(ii) received Total Remuneration from the Employer greater
than Seventy-Five Thousand Dollars ($75,000.00) (plus
any increase for cost of living after 1987 as
determined by the Secretary of the Treasury or his
delegate);
(iii) received Total Remuneration from the Employer greater
than Fifty Thousand Dollars ($50,000.00) (plus any
increase for cost of living after 1987 as determined by
the Secretary of the Treasury or his delegate) and was
in the "top paid group" of Employees of the Employer
for such Plan Year; or
(iv) was at any time an officer of the Employer and received
Total Remuneration greater than Forty-Five Thousand
Dollars ($45,000.00) or, if greater, fifty percent
(50%) of the amount specified in section 415(b)(1)(A)
of the Code for such Plan Year (plus any increase for
cost of living after 1987 as determined by the
Secretary of the Treasury or his delegate); or
(b) during the current Plan Year, he either:
(i) was at any time a five percent (5%) or more actual or
constructive owner of the Employer; or
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<PAGE> 14
(ii) was one of the one hundred (100) highest paid Employees
of the Employer for the current Plan Year and meets the
requirements of (a)(ii), (a)(iii) or (a)(iv) above for
the current Plan Year.
For purposes of determining the members of the "top paid group" under
subsection (a)(iii) above, an Employee is a member of the top paid group for
any Plan Year if for such Plan Year the Employee is a member of a group
consisting of the top paid twenty percent (20%) of Employees of the Employer
ranked on the basis of Total Remuneration from the Employer paid during the
Plan Year. In determining the members of the top paid group, the following
Employees shall be excluded:
(A) Employees who have not completed six (6) months of service;
(B) Employees who normally work less than seventeen and one-half
(17-1/2) hours per week;
(C) Employees who normally work during not more than six (6) months
during any year;
(D) Employees who have not attained age twenty-one (21);
(E) except to the extent provided in regulations, Employees who are
included in a unit of Employees covered by an agreement which
the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and the Employer;
and
(F) Employees who are nonresident aliens and who receive no earned
income (within the meaning of section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within
the United States (within the meaning of section 861(a)(3) of
the Code).
The Company may elect (in such manner as may be provided by the
Secretary of the Treasury or his delegate) to apply subsections (A), (B), (C),
or (D) above by substituting a shorter period of service, smaller number of
hours or months, or lower age for the period of service, number of hours or
months, or age (as the case may be) than that specified in such subsection.
For purposes of determining the number and identity of "officers" in
subsection (a)(iv) above:
(1) The total number of Employees treated as officers shall be
limited to the lesser of:
(I) fifty (50); or
(II) the greater of three (3) Employees or ten percent (10%)
of all Employees of the Employer; but
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<PAGE> 15
(2) If no Employee would be described as an officer pursuant to
subsection (a)(iv), the highest paid officer shall be treated
as described in such subsection.
A Highly Compensated Former Employee is described for informational
purposes herein as a former Employee if either:
(a) such former Employee was a Highly Compensated Employee when
such former Employee terminated his employment; or
(b) such former Employee was a Highly Compensated Employee at any
time after attaining age fifty-five (55).
If any individual is a member of the family of a five percent (5%)
owner or of a Highly Compensated Employee in the group consisting of the ten
(10) Highly Compensated Employees paid the greatest Total Remuneration by the
Employer during the Plan Year, then for purposes of any Section of this Plan
which uses the term Highly Compensated Employee, (A) such individual shall not
be considered a separate Employee, and (B) any such Total Remuneration paid to
such individual by the Employer (and any applicable contribution or benefit on
behalf of such individual) shall be treated as if it were paid to (or on behalf
of) the Highly Compensated Employee. For purposes of the foregoing, the word
"family" shall mean, with respect to any Employee, such Employee's spouse and
lineal ascendants or descendants and the spouses of such lineal ascendants or
descendants. Notwithstanding the foregoing, for purposes of Section 1.11 of
the Plan, the word "family" shall only include the Employee's spouse and lineal
descendants under age nineteen (19).
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<PAGE> 16
ARTICLE II PARTICIPATION
2.01 Each Eligible Employee shall be so notified by his Employer and
shall elect to participate or not to participate by signing such forms as the
Administrative Committee may require and which forms shall be delivered to the
Administrative Committee, or its designated representative, within 30 days
after such notice of eligibility, or such shorter period as established by the
Administrative Committee.
2.02 Each Eligible Employee who is employed by an Employer on the
Effective Date (including an Eligible Employee whose participation under the
Plan had been suspended) and who elects to participate, in accordance with
Section 2.01, in the Plan as of the Effective Date shall become a Participant
as of the Effective Date. Each Eligible Employee who is employed by an
Employer after the Effective Date and who elects to participate when first
eligible, in accordance with Section 2.01, shall become a Participant as of the
First Day of the Calendar Year Quarter coincident with or next following his
eligibility date. Notwithstanding the preceding sentence, each Eligible
Employee who is employed by an Employer after January 1, 1991 and who elects to
participate when first eligible, in accordance with Section 2.01, shall become
a Participant as of the first day of the month coincident with or next
following his eligibility date.
2.03 Each Eligible Employee who elects not to become a Participant
when first eligible (including an Eligible Employee whose participation under
the Plan had been suspended) may at any time after his eligibility date elect
to become a Participant as of the First Day of the Calendar Year Quarter next
following the date of his election to participate by completing and delivering
such forms as the Administrative Committee may require, in accordance with
Section 2.01. Notwithstanding the preceding sentence, effective January 1,
1991, each such Eligible Employee may elect to become a Participant as of the
first day of the month next following the date of his election to participate
by completing and delivering such forms as the Administrative Committee may
require, in accordance with Section 2.01.
2.04 Except as specifically provided for herein, if a Participant
terminates his service with the Employer for any reason, his participation
shall terminate.
2.05 Interruptions in service in case of up to one year of layoff or
authorized leave of absence will not be considered termination of service for
the purposes of the Plan, but no Salary Reduction Contributions or
Supplemental Employee Contributions may be made for periods of absence or
layoff unless the Participant receives nondeferred remuneration for such
periods.
2.06 If a Participant is transferred to service with an Excluded
Entity, he shall be an Inactive Participant and no Salary Reduction
Contributions or Supplemental Employee Contributions may be made until he again
becomes an Eligible Employee.
2.07 In the event that the Company shall acquire the control of any
organization by purchases of assets or stock, merger, amalgamation,
consolidation or any other similar event, the Board of Directors or the
Administrative Committee may authorize such organization to participate in the
Plan upon agreement that contributions shall be made as required under the
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<PAGE> 17
Plan, and shall determine to what extent, if any, credit for employment with
such organization shall be granted to the employees of such organization for
the purpose of determining eligibility hereunder.
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<PAGE> 18
ARTICLE III EMPLOYEE CONTRIBUTIONS
3.01 Each Eligible Employee wishing to participate in the Plan must
elect to make Basic Salary Reduction Contributions (upon which Matching
Employer contributions will be made in accordance with the Plan). Each
Eligible Employee may also elect to make Supplemental Salary Reduction
Contributions to the Plan. Prior to June 1, 1994, Salary Reduction
Contributions shall be made in whole percentages of the Eligible Employee's
Compensation; on and after June 1, 1994, Salary Reduction Contributions shall
be a percentage of an Eligible Employee's Compensation which percentage may be
stated in terms of one one-hundredths (.01) of a percent.
Each Participant shall enter into a written Compensation reduction
agreement with the Employer which shall provide that the Participant agrees to
accept a reduction in Compensation equal to the amount elected by the
Participant as his Basic and Supplemental Salary Reduction Contributions. In
consideration of such agreement, the Employer will make contributions to the
Trust Fund on behalf of the Participant for each Plan Year, in an amount equal
to the amount by which the Participant's Compensation was reduced with respect
to each pay period. In the event that the amount so contributed with respect
to a Participant during any Plan Year is less or more than the amount elected
by the Participant in his Compensation reduction agreement, an appropriate
adjustment shall be made within a reasonable period of time.
3.02 In accordance with uniform rules and procedures established by
the Administrative Committee from time to time, a time period may be designated
for a Participant to make Supplemental Employee Contributions from his own
funds, provided, however, in no event may the total Supplemental Employee
Contributions, from whatever source, exceed 10% of such Participant's aggregate
nondeferred remuneration during the period of his participation in any
qualified employee benefit plan maintained by Reliance Electric Company.
3.03 Prior to January 1, 1991, a Participant may elect to increase
or decrease the rate of Salary Reduction Contributions to be deducted from his
Compensation, effective as of the First Day of any Calendar Quarter, provided
that the Administrative Committee or its delegate receives notice from him in
writing, at least thirty (30) days in advance, unless said notice is waived by
the Administrative Committee, and provided further that not more than two (2)
increases or decreases in the rate may be made in any one Plan Year.
Notwithstanding the preceding sentence, effective January 1, 1991, any such
election by a Participant to increase or decrease the rate of Salary Reduction
Contributions to be deducted from his Compensation shall be effective the first
day of any month, provided that the Administrative Committee or its delegate
receives notice from him in such form and at such time as the Administrative
Committee shall prescribe from time to time, unless said notice is waived by
the Administrative Committee or the delegate. Prior to January 1, 1994, not
more than two (2) increases or decreases in the rate may be made in any one
Plan Year. Notwithstanding either of the preceding sentences, the
Administrative Committee may, pursuant to Section 14.13, permit an additional
increase or decrease in the contribution rate during a Plan Year.
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<PAGE> 19
3.04 Prior to January 1, 1991, a Participant may suspend his Salary
Reduction Contributions as of the first day of any Calendar Quarter, by giving
at least thirty (30) days prior written notice to the Administrative Committee
or its delegate (as determined by the date notice is received by the
Administrative Committee or the delegate). Notwithstanding the preceding
sentence, effective January 1, 1991, a Participant may suspend his Salary
Reduction Contributions as of the first day of the month by giving prior notice
to the Administrative Committee or its delegate (as determined by the date
notice is received by the Administrative Committee or the delegate). He shall
be deemed to be an Inactive Participant during the period of suspension of his
Salary Reduction Contributions. He may resume such Salary Reduction
Contributions, effective for notices received before January 1, 1991 on the
First Day of the Calendar Quarter and for notices received on or after January
1, 1991 on the first day of any month, which is at least three full calendar
months after the date the suspension commenced, by giving at least thirty (30)
days prior written notice to the Administrative Committee or its delegate (as
determine by the date such notice is received by the Administrative Committee
or the delegate). On or after January 1, 1994, a Participant may resume his
Salary Reduction Contributions as of the first day of any month following the
month of suspension by giving prior written notice to the Administrative
Committee or its delegate.
3.05 No Salary Reduction Contribution may be made by a Participant
who is:
(a) not receiving Compensation,
(b) no longer an Eligible Employee,
(c) an Inactive Participant, or
(d) a Former Participant.
3.06 Notwithstanding the foregoing provisions of this Article, the
Administrative Committee shall have the right at any time to amend the
Compensation reduction agreement between the Employer and a Participant -- by
means of a retrospective or prospective reduction or rollback of the amount
elected by such Participant as his Salary Reduction Contribution -- if the
Administrative Committee determines that such amendment is necessary to assure
that the Participant's Salary Reduction Contribution for any Plan Year will not
exceed the limitations on contributions set forth in Article 5 hereof. When
the Administrative Committee determines that such reduction or rollback is no
longer required, the affected Participant's prior election automatically shall
be reinstated. Any retrospective reduction or rollback of the amount elected
by a Participant as his Salary Reduction Contribution, in accordance with the
preceding sentence, shall be deemed to have been caused by an administrative
error and shall be refunded by the Trust to the Employer. Thereafter, the
Employer shall pay the amount refunded to it, in accordance with the preceding
sentence, as Compensation to such Participant.
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<PAGE> 20
ARTICLE IV EMPLOYER CONTRIBUTIONS
4.01 For each month after the Restatement Date during which the Plan
is in effect, subject to the provisions of Section 10.02, the Employer shall
make Matching Employer Contributions to the Trust Fund in an amount which, when
added to forfeitures, if any, will be equal to 50% of each Participant's Basic
Salary Reduction Contributions for the corresponding month. No Matching
Employer Contributions shall be made on behalf of any Participant who has not
completed a year of Credited Service. In addition, no Matching Employer
Contributions shall be made with respect to the Participant's Supplemental
Employee Contributions or Supplemental Salary Reduction Contributions. The
Employer may make its Matching Employer Contributions for any month prior to
the time the Basic Salary Reduction Contributions are made for such month.
4.02 The Employer also shall contribute during each Plan Year such
amounts as are reinstated pursuant to Article 13.
4.03 Contributions to the Plan generally shall be made in the form
of cash. Notwithstanding the foregoing, effective January 1, 1990, subject to
Section 4.05, fifty percent (50%) of the Matching Employer Contributions to the
Plan pursuant to Section 4.01 hereof on behalf of those Participants who are
not Management Investors shall be made either in the form of Company Stock or
in the form of cash, which cash amount shall be invested by the Trustee in
Company Stock to the extent available. Effective April 1, 1992, subject to
Section 4.05, fifty percent (50%) of all Matching Employer Contributions to the
Plan pursuant to Section 4.01 hereof shall be made either in the form of
Company Stock or in the form of cash, which cash amount shall be invested by
the Trustee in Company Stock to the extent available. Notwithstanding the
foregoing, effective upon the first day of the month during which an Initial
Public Offering is completed and prior to November 30, 1994, subject to Section
4.05, one hundred percent (100%) of the Matching Employer Contributions to the
Plan pursuant to Section 4.01 hereof shall be made either in the form of
Company Stock or in the form of cash, which cash amount shall be invested by
the Trustee in Company Stock to the extent available.
4.04 Effective July 1, 1990, subject to Section 4.05, Participants
who are not Management Investors shall have the right to elect to have that
portion of the Matching Employer Contribution to the Plan on their behalf
pursuant to Section 4.01 hereof which is not automatically invested in Company
Stock pursuant to Section 4.03 hereof invested in Company Stock to the extent
available. Effective April 1, 1992, subject to Section 4.05, all Participants
shall be entitled to elect to have that portion of the Matching Employer
Contribution to the Plan on their behalf pursuant to Section 4.01 hereof, which
is not automatically invested in Company Stock pursuant to Section 4.03 hereof,
invested in Company Stock to the extent available.
4.05 Notwithstanding the provisions of Sections 4.03 and 4.04,
during the Pendency of an Initial Public Offering and for periods on and after
November 30, 1994, the Company shall neither make a Matching Employer
Contribution in the form of Company Stock or make available Company Stock for
purchase by the Trustee. The Trustee shall purchase Company Stock from any
other available source during the Pendency of an Initial Public
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<PAGE> 21
Offering, but only to the extent the price of any share of Company Stock does
not exceed the value determined as of the most recent Appraisal Date. At the
end of the Pendency of the Initial Public Offering, all such amounts shall be
invested in Company Stock, either in the Initial Public Offering, or as soon
thereafter as practicable taking account of prevailing market conditions. For
periods on and after November 30, 1994, the Trustee shall not purchase any
Company Stock for investment purposes under the Plan. Any Matching Employer
Contributions which are not, pursuant to this Section 4.05, immediately
invested in Company Stock, shall be invested in a short term interest fund.
4.06 In addition to the contributions to be made pursuant to
Sections 4.01, 4.02, 4.09, 4.10, and 4.11, the Employer shall pay all expenses
reasonably incurred in administering the Plan.
4.07 Subject to the provisions of Section 15.06, all contributions
made to the Plan by the Employer shall be irrevocable, except that
contributions made on account of a mistake in fact shall be returned to the
Employer, without interest, within one year of such contribution.
Contributions shall be held in the Trust Fund to be used in accordance with the
provisions of the Plan in providing the benefits, and, subject to the last
sentence of Section 8.07, neither such contributions nor any income therefrom
shall be used for or diverted to purposes other than for the exclusive benefit
of Participants, Inactive Participants, and Former Participants and their
Beneficiaries under the Plan.
4.08 Notwithstanding the foregoing provisions of this Article, with
respect to a Participant the following provisions shall apply:
(a) If no Benefit Plan covering the Participant is maintained by an
Employer during said Plan Year, the Annual Addition for said
Plan Year to all Contribution Plans maintained by an Employer
(including the Plan) shall not exceed the Annual Addition
Limitation.
(b) If a Benefit Plan covering the Participant is maintained by an
Employer during said Plan Year, the benefits payable under any
Benefit Plans maintained by an Employer shall be limited so
that the sum of the Contribution Plan Fraction and the Benefit
Plan Fraction does not exceed 1.
If, despite the foregoing limitations, the Annual Addition with
respect to a Participant would exceed such limitations as a result of, for
instance, the allocation of forfeitures, a reasonable error in determining a
Participant's Compensation or other limited facts and circumstances which the
Internal Revenue Service finds justifiable, said Annual Addition shall be
reduced to the extent necessary to bring said Annual Addition within such
limitations in the following manner:
(a) First, contributions by the Participant which are included in
the Annual Addition for the Plan Year shall be returned to the
Participant;
(b) Second, the amount of contributions by the Employers in excess
of said limitations shall not be allocated to such
Participant's Account, but shall be
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<PAGE> 22
reallocated to the Accounts of other Participants (in
proportion to annual total nondeferred remuneration for all
Participants) until the allocations to the Accounts of all
Participants reach such limitations; and
(c) Third, if after said reallocation, such contributions by the
Employers would cause such limitations to be exceeded for any
Participant, the amount of the contributions of the Employers
in excess of such limitations shall be held in a suspense
account by the Trustee and, before further contributions by the
Employers are allocated to such Participant, the amount in such
suspense account shall be allocated to such Participant's
Account in the first succeeding Plan Year or Plan Years in
which such amount or a portion thereof may be allocated without
exceeding such limitations.
For the application of the foregoing provisions, the following terms
are defined as:
(i) "Annual Addition" means with respect to a Participant
the sum for said Plan Year of --
(a) contributions by the Employers to all
Contribution Plans,
(b) the sum of the Participant's contributions
under all Benefit Plans and Contribution Plans,
(c) forfeitures, if any, allocated to such
Participant under all Contribution Plans, and
(d) unless the provisions of this subparagraph (d)
cease to be required by the Code, amounts
allocated, in taxable years beginning after
March 31, 1984, to an individual medical
account, as defined in section 415(1)(2) of the
Code, which is part of a pension or annuity
plan maintained by an Employer and amounts
derived from contributions paid or accrued
after December 31, 1985, in taxable years
ending after such date, which are attributable
to the separate account of a key employee, as
defined in section 419A(d)(3) of the Code,
under a welfare benefit fund, as defined in
section 419(e) of the Code, maintained by an
Employer.
(ii) "Annual Addition Limitation" means with respect to a
Participant the lesser of --
(a) in 1978, $30,050; in 1979, $32,700; in 1980,
$36,875; in 1981, $41,500; in 1982 and 1983,
$45,475 and in 1984 and thereafter $30,000 (as
the same may be adjusted by the Secretary of
the Treasury), and
(b) 25% of the Participant's Total Remuneration.
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<PAGE> 23
(iii) "Benefit Plan" means a plan maintained by an Employer
which is described in section 401(a) or 403(a) of the
Code and which is not a Contribution Plan.
(iv) "Benefit Plan Fraction" means a fraction, the numerator
of which is the projected annual benefit of the
Participant under all Benefit Plans (whether or not
terminated), determined as of the close of the Plan
Year, and the denominator of which is the lesser of:
(a) the product of 1.25 multiplied by the dollar
limitation in effect under section 415(b)(1)(A) of the
Code for said Plan Year, or (b) the product of 1.4
multiplied by the amount which may be taken into
account under section 415(b)(1)(B) of the Code with
respect to such Participant for said Plan Year.
(v) "Contribution Plan" means a plan maintained by an
Employer which is described in section 401(a) of the
Code and which provides for an individual account for
each participant and for benefits based solely on the
amount contributed to the Participant's Account and any
income, expenses, gains and losses, and any forfeitures
of accounts of other Participants which may be
allocated to such Participant's Account.
(vi) "Contribution Plan Fraction" means a fraction, the
numerator of which is the sum of the Annual Additions
to the Participant's Accounts under all Contribution
Plans (whether or not terminated), as of the close of
the Plan Year, and the denominator of which is the sum
of the lesser of the following amounts determined for
said Plan Year and each prior year of service: (a) the
product of 1.25 multiplied by the dollar limitation in
effect under section 415(c)(1)(A) of the Code, or (b)
the product of 1.4 multiplied by the amount which may
be taken into account under 415(c)(1)(B) of the Code
with respect to such Participant.
4.09 Notwithstanding the foregoing provisions of this Article, the
Employer may contribute to the Trust Fund additional amounts which are to be
credited to the Accounts of Participants who are not "highly compensated
employees", as defined in section 414(q) of the Code and/or the regulations
issued thereunder, as additional Matching Employer Contributions so as to
assure satisfaction of the discrimination tests of section 401(k) of the Code
and/or the regulations issued thereunder, as described in Section 5.03 hereof.
4.10 Effective January 1, 1989 and ending December 31, 1989, a
Participant's Account that is eligible to receive a Matching Employer
Contribution as of the last day of the Calendar Quarter, shall be credited with
a supplemental Matching Employer Contribution of One Hundred Dollars ($100.00).
A Participant shall be eligible to receive a supplemental Matching Employer
Contribution if said Participant (a) contributes in each month of the quarter,
(b) could not contribute in each month of the quarter due to layoff, or (c) is
unable to contribute because his contribution exceeds the maximum amount
specified in section 402(g) of the Code as adjusted for changes in the cost of
living.
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<PAGE> 24
4.11 Effective July 1, 1990, and ending on the first day of the
month during which an Initial Public Offering is completed, a Participant who
shall make the election described in Section 4.04 hereof shall be entitled to
have made on his behalf an additional Matching Employer Contribution equal to
twenty percent (20%) of the amount described in said Section 4.04. Subject to
Section 4.05, additional Matching Employer Contributions to the Plan shall be
made either in the form of Company Stock or in the form of cash, which cash
amount shall be invested by the Trustee in Company Stock to the extent
available.
Notwithstanding the foregoing, a Participant shall be ineligible to
receive all or a portion of the additional Matching Employer Contribution in
the event the Participant is a "highly compensated employee" as defined in
section 414(q) of the Code and, in the reasonable opinion of the Administrative
Committee, allocation of all or a portion of such Matching Employer
Contribution would violate section 401(a) or 401(m) of the Code.
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<PAGE> 25
ARTICLE V LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
5.01 The amount and allocation of contributions under this Plan
shall be subject to several limitations. Those limitations shall be as
follows:
(a) contributions made to the Plan by the Employers pursuant to a
Participant's election under Section 3.01 of the Plan shall be
subject to the individual dollar limit described in Section
5.02 hereof;
(b) contributions made to the Plan by the Employers pursuant to a
Participant's election under Section 3.01 of the Plan shall be
subject to the deferral percentage limit set forth in Section
5.03 hereof;
(c) Matching Employer Contributions made to the Plan shall be
subject to the contribution percentage limit set forth in
Section 5.04 hereof, separately (except as otherwise provided
in said Section 5.04) from amounts deferred pursuant to Section
3.01 hereof;
(d) the contributions described in paragraphs (b) and (c) above
shall be subject to the limit on "multiple use" set forth in
Section 5.05 hereof;
(e) all contributions made pursuant to Articles 3 and 4 of the Plan
shall, in the aggregate, be subject to the deductibility limit
set forth in Section 5.06 hereof; and
(f) the allocation of all of the foregoing contributions shall, in
the aggregate, be subject to the limitation on annual additions
set forth in Section 4.08 hereof.
5.02 The amount of Employer contributions under Article 3 of the
Plan with respect to the taxable year of a Participant made pursuant to a
Participant's election under Section 3.01 hereof plus similar amounts
contributed on a similar basis by any other employer (whether or not related to
an Employer) required by law to be aggregated with such contributions under
this Plan shall not exceed Seven Thousand Dollars ($7,000.00) plus any increase
for cost-of-living after 1989 as determined from time to time pursuant to
regulations issued by the Secretary of the Treasury or his delegate pursuant to
section 415(d) of the Code. In the event that the contributions pursuant to
Section 3.01 of the Plan for a Participant's taxable year exceed such limit,
the excess contributions together with any earnings allocable to such excess
contributions shall be refunded to the Participant by the April 15th next
following the close of such taxable year. The amount of any such refund shall
be debited to the Participant's Account.
In the event that the Administrative Committee shall receive notice
from a Participant by the March 1 next following the close of a Participant's
taxable year that the contributions on behalf of the Participant under Section
3.01 hereof together with similar contributions under plans of other employers
shall have exceeded such limit, the Administrative Committee shall cause the
amount of excess contributions specified by the Participant together with any
earnings allocable to such excess contributions to be refunded to the
Participant by the
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<PAGE> 26
April 15th next following the receipt of such notice. The amount of any such
refund shall be debited to the Participant's Account.
5.03 The contributions made for a Plan Year pursuant to a
Participant's election under Section 3.01 hereof shall be limited so that the
average deferral percentage for the Participants who are highly compensated
Participants shall not exceed an amount determined based upon the average
deferral percentage for the Participants who are not highly compensated
Participants, as follows:
(A) (B)
Average Deferral
Percentage for Limit on Average
Participants who Deferral Percentage for
are not Highly Highly Compensated
Compensated Participants
---------------- -----------------------
Less than 2% 2 times Column (A)
2% or more but less than 8% Column (A) plus 2%
8% or more 1.25 times Column (A)
For purposes of the foregoing, the "deferral percentage" for a
Participant for any plan Year shall equal a fraction, the numerator of which
shall equal the total of the contributions made on his behalf for such Plan
Year pursuant to Section 3.01 hereof and the denominator of which shall equal
his Compensation for such Plan Year.
In addition, all Participant contributions made pursuant to Code
section 401(k) under one or more plans that are aggregated with the Plan for
purposes of Code sections 401(a)(4) and 410(b) (other than section
410(b)(2)(A)(ii)) shall be treated as though they were made under the Plan.
5.04 The contributions made for a Plan Year as Matching Employer
Contributions pursuant to Article 4 hereof, together with contributions made to
the Plan by Participants pursuant to Section 3.02 hereof, shall be limited so
that the average contribution percentage for the Participants who are highly
compensated Participants shall not exceed an amount determined based upon the
average contribution percentage for the Participants who are not highly
compensated participants in accordance with the table set forth in Section 5.03
hereof. For purposes of the foregoing, the "contribution percentage" for a
Participant for any Plan Year shall equal a fraction, the numerator of which
shall equal the fair market value of the Company Stock and/or the amount of
money contributed on his behalf for such Plan Year as Matching Employer
Contributions pursuant to Article 4 hereof, together with amounts contributed
by the Participant pursuant to Section 3.02 hereof, and the denominator of
which shall equal his Compensation for such Plan Year. All other terms used in
this Section 5.04 shall have the meanings set forth in Section 5.03 hereof.
If, for any Plan Year, the Plan satisfies the requirements of Section 5.03
hereof, then the Employer may elect, in such manner as the Secretary of the
Treasury or his delegate may provide, to take into account as
- 25 -
<PAGE> 27
additional amounts for purposes of this Section 5.04, amounts contributed to
the Plan pursuant to a Participant's election under Section 3.01 hereof.
In addition, all contributions made pursuant to Code section 401(m)
under one or more plans that are aggregated with the Plan for purposes of Code
sections 401(a)(4) and 410(b) (other than section 410(b)(2)(A)(ii)) shall be
treated as though they were made under the Plan.
5.05 The contributions made for a Plan Year pursuant to a
Participant's election under Section 3.01 plus the Matching Employer
Contributions and Supplemental Employee Contributions made for such Plan Year
shall be limited so that the sum of the average deferral percentage and the
average contribution percentage for the Participants who are highly compensated
Participants does not exceed the "aggregate limit." The "aggregate limit" is
equal to the greater of (a) and (b) below where:
(a) equals the sum of (i) and (ii) below, where:
(i) equals 1.25 times the greater of the deferral
percentage or the contribution percentage for the
Participants who are non-highly compensated employees;
and
(ii) equals two (2) percentage points plus the lesser of the
deferral percentage or the contribution percentage for
the Participants who are non-highly compensated
employees. In no event, however, shall this amount
exceed twice the lesser of the deferral percentage or
the contribution percentage for the Participants who
are non-highly compensated employees; and
(b) equals the sum of (i) and (ii) below, where:
(i) equals 1.25 times the lesser of the deferral percentage
or the contribution percentage for the Participants who
are non-highly compensated employees; and
(ii) equals two (2) percentage points plus the greater of
the deferral percentage or the contribution percentage
for the Participants who are non-highly compensated
employees. In no event, however, shall this amount
exceed twice the greater of the deferral percentage or
the contribution percentage for the Participants who
are non-highly compensated employees.
5.06 In no event shall the fair market value of Company Stock and/or
the amount of money contributed by the Employer pursuant to Article 4 hereof,
together with all amounts contributed by the Employer to the Plan pursuant to
Participants' elections under Article 3 hereof, exceed the maximum amount
allowable as a deduction under section 404(a)(3) of the Code or any statute of
similar import, including the amount of any contribution carry forward
allowable under said section 404(a)(3). This limitation shall not apply to
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<PAGE> 28
contributions which may be required in order to provide the minimum
contributions described in Article 18 for any Plan Year in which this Plan is
top-heavy, nor shall this limitation apply to contributions which may be
required in order to recredit the account of any rehired Participant whose
account is to be recredited with previously forfeited amounts as described in
Section 4.02 hereof.
5.07 In the event that the limitations set forth in Sections 5.02,
5.03, 5.04 or 5.05 shall be exceeded, the Administrative Committee shall take
action to reduce future contributions made pursuant to Section 3.01, 3.02 and
Article 4 hereof, as appropriate. Such action may include a reduction in the
future rate of deferral pursuant to Section 3.01 hereof or the future rate of
contribution pursuant to Section 3.02 hereof of any highly compensated
Participant pursuant to any legally permissible procedure. In the event that
such action shall fail to prevent the excess, prior contributions made pursuant
to Sections 3.01 and 3.02 hereof shall be distributed to the Participant on
whose behalf such contribution was made. In the event of such a distribution,
the Account of such Participant shall be debited with the amount of such
distribution. Excess Matching Employer Contributions may be handled in a like
manner. In the event that distributions must be made in order to bring the
Plan into compliance with Section 5.03, 5.04 or 5.05 hereof, the Administrative
Committee shall reduce the deferral percentage of highly compensated
Participants in descending order, beginning with the highly compensated
Participant(s) with the highest deferral percentage, until such limitations
have been satisfied. In performing such reduction, the reduced deferral
percentage of any affected highly compensated Participant shall in no event be
lower than that of the highly compensated Participant with the next highest
deferral percentage. Any Participant whose deferral percentage is reduced
pursuant to this Section 5.07 for any Plan Year shall have the portion of the
amounts contributed pursuant to Section 3.01 hereof for such Plan Year which
exceeds such reduced percentage plus any income allocable to such excess
contributions distributed to him within two and one-half (2-1/2) months after
the end of such Plan Year. For purposes of adjusting excess contributions to
take into account income and losses to the date of distribution, the income or
loss shall be equal to the sum of:
(a) income or loss for the Plan Year allocable to the Account to
which the excess was allocated multiplied by a fraction, the
numerator of which is the excess contributions credited to such
Account for the Plan Year and the denominator of which is the
total account balance without regard to any income or loss
occurring during such Plan Year; and
(b) ten percent (10%) of the amount determined under (a) above
multiplied by the number of whole calendar months between the
end of the Plan Year and the date of distribution, counting the
month of distribution if distribution occurs after the
fifteenth (15th) of such month.
In the event that the contribution percentage of any highly
compensated Participant(s) must be reduced in order to bring the Plan into
compliance with Section 5.04 or 5.05 hereof, the same procedure as is set forth
above for reducing Participants' deferral percentages shall apply in reducing
their contribution percentages. Any adjustments made in Accounts shall be made
in a uniform manner for similarly situated Participants.
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<PAGE> 29
ARTICLE VI INVESTMENT PROVISIONS
6.01 The Administrative Committee shall direct the Trustee to
establish and maintain the following Funds for investment of contributions
under this Plan:
(1) FUND A - AETNA VARIABLE FUND ACCUMULATION ACCOUNT, a registered
mutual fund which will be invested under a contract or
contracts, approved by the Administrative Committee, between
the Trustee and Aetna Life Insurance and Annuity Company for
the investment of the Assets of Fund A into a diversified
portfolio consisting of common stocks and securities
convertible into common stocks.
(2) FUND B - INTEREST ACCUMULATION FUND, which will be invested
under a contract or contracts, approved by the Administrative
Committee, between the Trustee and an insurance or other
financial company or companies selected by the Administrative
Committee. Such contract or contracts shall contain, among
other things, provisions relating to the return on investment
which such insurance or other financial company or companies
shall provide on invested monies, and the repayment of invested
monies in the event of distributions, transfers and
consolidating transfers made in accordance with the provisions
of the Plan or in the event of termination or discontinuance of
such contract or contracts or in the event of dissolution or
bankruptcy of any such company.
(3) FUND C - MERRILL LYNCH BASIC VALUE FUND, which will be invested
by the Trustee in shares of the Merrill Lynch Basic Value Fund
Inc., a diversified, open-ended investment company seeking
capital appreciation and, secondarily, income by investing in
securities, primarily equities, that the management of Merrill
Lynch Basic Value Fund Inc. believes are undervalued and
therefore represent basic investment value. Particular
emphasis is placed on securities which provide an above-average
dividend return and sell at a below-average price earnings
ratio.
(4) FUND D - BANKERS TRUST EQUITY INDEX FUND, which shall be
invested by the Trustee in shares of the Equity Index Fund of
the General Employee Benefit Trust of Bankers Trust Company, a
fund composed of a portfolio of common stocks constructed and
maintained with the objective of providing investment results
which approximate the overall performance of the common stocks
included in the Standard & Poor's Composite Index of 500
stocks.
(5) EXXON STOCK FUND, which shall consist of shares of the common
stock of Exxon Corporation purchased by the Trustee for a
Participant under the Fund A Common Stock Fund provision of
the Prior Reliance Electric Plan. Participants will not be
allowed to elect to have their Salary Reduction Contributions,
Supplemental Employee Contributions, Matching Employer
Contributions, and Supplemental Employer Contributions invested
in the Exxon Stock Fund and the Trustee shall make no
investment in the Exxon Stock Fund except for the reinvestment
of cash dividends on shares of the common stock of Exxon
- 28 -
<PAGE> 30
Corporation and the investment of the interest earned by the
short term interest fund maintained by the Trustee to
generate interest income on cash transactions related to the
sale of Exxon shares liquidated for loans, distributions, and
withdrawals.
(6) Company Stock Fund, which, effective January 1, 1990, shall
consist of shares of Company Stock which shall be acquired by
the Plan pursuant to Sections 4.03, 4.04, 4.11, 6.02, 6.04,
6.05 and 6.06 hereof. Prior to completion of an Initial Public
Offering, the Trustee shall make no other investment in the
Company Stock Fund except for the reinvestment of cash
dividends on shares of the Company Stock and the investment of
cash (and interest thereon) in a short term interest fund
maintained by the Trustee for the purpose of generating income
on cash transactions related to the purchase or sale of Company
Stock pursuant to the Plan. On and after November 30, 1994,
the Trustee shall make no acquisitions of Company Stock. Any
amounts contributed to the Plan after such date and designated
for investment in the Company Stock Fund shall be invested by
the Trustee in a short term interest fund maintained by the
Trustee.
(7) Fund E - U.S. Government Fund, which effective September 1,
1992 shall consist of securities backed by the United States
Government or its agencies.
Any direction of the Administrative Committee pursuant to this Section
6.01, and any rules established by the Administrative Committee in connection
therewith may at the Administrative Committee's discretion be designed so as to
comply, in the sole judgement of the Administrative Committee, with the
requirements imposed by section 404(c) of ERISA and regulations thereunder.
6.02 Salary Reduction Contributions, Supplemental Employee
Contributions and, except as otherwise provided in Sections 4.03, 4.04, and
4.11 hereof, Matching Employer Contributions credited to a Participant's
Account shall be invested in whole in Fund A, Fund B, Fund C or Fund D, or in
25% increments to such Funds, pursuant to the election of the Participant.
Notwithstanding the preceding sentence, effective as of January 1, 1991, Salary
Reduction Contributions, Supplemental Employee Contributions and, except as
otherwise provided in Sections 4.03, 4.04 and 4.11 hereof, Matching Employer
Contributions credited to a Participant's Account shall be invested in whole in
Fund A, Fund B, Fund C or Fund D, or in 5% increments to such Funds, pursuant
to the election of the Participant. Effective the first day of the month
following the completion of an Initial Public Offering, Salary Reduction
Contributions and Supplemental Employee Contributions credited to a
Participant's Account may also be invested, in whole or in 5% increments, in
the Company Stock Fund, pursuant to the election of the Participant.
Notwithstanding the second sentence of this Section 6.02 if during the Pendency
of an Initial Public Offering,
(a) a Participant receives a distribution of his Account pursuant
to Article 9, or makes a withdrawal from his Account pursuant
to Article 10, to the extent the Participant receives an amount
of cash representing his interest in the Company Stock Fund, or
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<PAGE> 31
(b) amounts credited to a Participant's Account are forfeited
pursuant to Section 8.07, to the extent forfeited amounts
represent the Participant's interest in the Company Stock Fund,
such Participant's interest in the Company Stock Fund shall be reallocated
among the remaining Participants who receive Matching Employer Contributions
with respect to the month in which the distribution or withdrawal occurred and
each remaining Participant shall have his investment in the Company Stock Fund
increased as though his Matching Employer Contribution for such month was
invested in the Company Stock Fund provided, however, that the shares of
Company Stock available for reallocation shall be equitably prorated among the
remaining Participants based on their relative Matching Employer Contributions
for such month and, to the extent applicable, consistent with their elections
under Section 4.04 as in effect immediately prior to the commencement of the
Pendency of the Initial Public Offering. The Participants assume all risk
inherent in investment, including the risk connected with any decrease in the
market price or income yield of the securities in said Account.
Effective as of September 1, 1992, Salary Reduction Contributions,
Supplemental Employee Contributions and, except as otherwise provided in
Sections 4.03, 4.04 and 4.11 hereof, Matching Employer Contributions credited
to a Participants' Account shall be invested in whole in Fund A, Fund B, Fund
C, Fund D, Fund E or the Company Stock Fund, or in 5% increments among such
Funds pursuant to the election of the Participant.
6.03 Effective January 1, 1989, a Participant may two (2) times in
any Plan Year change any election pursuant to Section 6.02 effective on the
First Day of any Calendar Quarter, provided that written notice of such change
is received by the Administrative Committee at least thirty (30) days prior to
the First Day of such Calendar Quarter. Effective January 1, 1991, a
Participant may two (2) times in any Plan Year change any election pursuant to
Section 6.02 effective on the first day of any month, provided that written
notice of such change is received by the Administrative Committee at least
thirty (30) days prior to the first day of such month. Effective the first day
of the month following completion of an Initial Public Offering, a Participant
may four (4) times in any Plan Year (but not more frequently than once in any
three (3) month period) change any election pursuant to Section 6.02, effective
on the first day of any calendar month, provided that written notice of such
change is received by the Administrative Committee at least thirty (30) days
prior to the first day of such month (unless such notice requirement is waived
by the Administrative Committee).
Effective January 1, 1994, a Participant may change any election
pursuant to Section 6.02, effective on the first day of any calendar month, in
accordance with the rules and procedures established by the Administrative
Committee or its delegate, uniformly and nondiscriminatorily applied.
6.04 Effective January 1, 1989, a Participant or Inactive
Participant (and effective January 1, 1991, any Former Participant) shall be
permitted two (2) times during a Plan Year to direct a change with respect to
the existing balance of his Account in Fund A, Fund B, Fund C, Fund D, the
Exxon Stock Fund, or the Company Stock Fund (subject to the subsequent
provisions of this Section 6.04) in accordance with the rules and procedures
- 30 -
<PAGE> 32
established by the Administrative Committee, uniformly and nondiscriminatorily
applied. Effective the first day of the month following completion of an
Initial Public Offering, a Participant, Inactive Participant or Former
Participant shall be permitted four (4) times in any Plan Year (but not more
frequently than once in any three (3) month period) to direct a change with
respect to the existing balance of his Account in Fund A, Fund B (subject to
subsequent provisions of this Section 6.04), Fund C, Fund D, the Exxon Stock
Fund or the Company Stock Fund (subject to the subsequent provisions of this
Section 6.04), in accordance with the rules and procedures established by the
Administrative Committee, uniformly and nondiscriminatorily applied. Effective
January 1, 1994, a Participant may direct a change with respect to the existing
balance of his Account in Fund A, Fund B (subject to subsequent provisions of
this Section 6.04), Fund C, Fund D, Fund E (subject to subsequent provisions of
this Section 6.04), the Exxon Stock Fund or the Company Stock Fund (subject to
the subsequent provisions of this Section 6.04), in accordance with the rules
and procedures established by the Administrative Committee, uniformly and
nondiscriminatorily applied. A Participant, Inactive Participant or Former
Participant shall only be permitted to direct a change with respect to the
existing balance of his Account which is invested in Fund B and Fund E to the
extent permitted under the contract or contracts entered into pursuant to
Sections 6.01(1) and (7). Prior to November 30, 1994, a Participant, Inactive
Participant or Former Participant shall not be permitted to direct a change
with respect to the existing balance of his Account which is invested in the
Company Stock Fund except to the extent such balance was derived from some
source other than Matching Employer Contributions. Notwithstanding any other
provision of the Plan, the Administrative Committee shall have the authority,
in its sole discretion, to place such restrictions upon the investment
directions of any person who is subject to section 16(b) of the Securities
Exchange Act of 1934, as amended (an "Insider"), as shall be necessary or
desirable to facilitate compliance with said section 16(b) and rules and
regulations issued thereunder. Such restrictions shall include, but not be
limited to:
(a) a requirement that investment directions relating to the
Company Stock Fund shall be given by Insiders only on a
semi-annual date (see below) which is at least six (6) months
after the date of the most recent investment direction received
from said Insider relating to the Company Stock Fund; and
(b) in the event an Insider shall receive shares of Company Stock
in connection with a withdrawal pursuant to Article 10 hereof,
a prohibition on such Insider directing the investment of
amounts credited to his accounts into or out of the Company
Stock Fund during the six (6) month period commencing on the
date of such withdrawal.
The words "semi-annual date" shall mean a date which is within the
period that begins on the third business day following the date on which the
Company's first fiscal quarter and third fiscal quarter summary statements of
sales and earnings respectively shall be released, and which ends on the
twelfth business day following each such release date.
6.05 Notwithstanding Section 6.04 above, during the Pendency of the
Initial Public Offering under uniform rules and procedures prescribed by the
Administrative Committee and subject to such terms and conditions as the
Administrative Committee may prescribe,
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Participants may be permitted to direct that amounts which are credited to
their Accounts and invested in Fund A, Fund B, Fund C, Fund D, or the Exxon
Stock Fund instead be invested in the Company Stock Fund. In the event that
Participants are permitted to reallocate their Account balances among the
existing investment funds pursuant to the preceding sentence so that Company
Stock may be purchased for their Accounts in the Initial Public Offering, the
Administrative Committee shall promulgate uniform rules and procedures so that
the available shares of Company Stock which may be purchased in the Initial
Public Offering will be allocated among the Accounts of all similarly situated
Participants in a fair and equitable manner; provided, however, that no Former
Participant may direct that any amounts credited to his Account which are not
already invested in the Company Stock Fund be transferred to the Company Stock
Fund for the purpose of purchasing shares of Company Stock in the Initial
Public Offering.
6.06 Except as provided in Sections 4.03, 4.04, 4.05, and 4.11
hereof, Matching Employer Contributions with respect to a Participant's Account
shall be credited to the same fund as the other contributions which are
credited to the Participant's Account. Cash dividends and the cash proceeds of
any other distributions received on funds held in Fund A, Fund C, Fund D, the
Exxon Stock Fund or the Company Stock Fund shall be invested in accordance with
the terms of Fund A, Fund C, Fund D, the Exxon Stock Fund or the Company Stock
Fund. The return on investment of Fund B shall be invested in accordance with
the terms of Fund B.
6.07 Before an annual or special meeting of its shareholders, Exxon
Corporation shall furnish to each Participant, Inactive Participant and Former
Participant who is participating in the Exxon Stock Fund at such time, a proxy
form with related material and a request that the proxy be signed and returned.
Upon receipt of the signed proxy, the shares credited to the Participant's
Account in the Exxon Stock Fund shall be voted in the manner directed. Any
shares as to which no proxy is received may be voted by the Trustee in its
discretion.
Effective November 1, 1994 and except as otherwise provided in Section
6.07(c) below, all voting rights on shares of the common stock of Exxon
Corporation ("Exxon Stock") held by the Trustee shall be exercised by the
Trustee only as directed by the Participants, Inactive Participants and Former
Participants (or their Beneficiaries) who have shares of Exxon Stock allocated
to their Accounts in the Exxon Stock Fund, acting in their capacity as named
fiduciaries (within the meaning of section 402 of ERISA), in accordance with
the following provisions of this Section 6.07. For purposes of this Section
6.07, the number of shares of Exxon Stock credited to a Participant's, Inactive
Participant's or Former Participant's Account in the Exxon Stock Fund shall be
determined as of the most recent Valuation Date for which information is
readily available.
(a) As soon as practicable before each annual or special
shareholders' meeting of the Exxon Corporation, the Trustee
shall furnish to each Participant, Inactive Participant or
Former Participant (or his Beneficiary) a copy of the proxy
solicitation material sent generally to shareholders, together
with a form to be returned to the Trustee requesting
confidential instructions from the Participant, Inactive
Participant or Former Participant (or his Beneficiary), acting
in his
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<PAGE> 34
capacity as a named fiduciary (within the meaning of
section 402 of ERISA), on how the shares of Exxon Stock
credited to such individual's Account in the Exxon Stock Fund
(including fractional shares to 1/1000th of a share) are to be
voted by the Trustee. The materials furnished to the
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) shall include a notice from the Trustee
explaining each such individual's right to instruct the Trustee
with respect to the voting of shares of Exxon Stock. Upon
timely receipt of such instructions, the Trustee (after
combining votes of fractional shares to give effect to the
greatest extent to instructions received) shall vote the shares
as instructed.
(b) With respect to all corporate matters submitted to
shareholders, each Participant, Inactive Participant and Former
Participant who has shares of Exxon Stock credited to his
Account in the Exxon Stock Fund, acting as a named fiduciary
(within the meaning of section 402 of ERISA), shall be entitled
to direct the voting of shares of Exxon Stock (including
fractional shares to 1/1000th of a share) credited to his
Account in the Exxon Stock Fund. With respect to shares of
Exxon Stock credited to the Account of a deceased Participant,
Inactive Participant or Former Participant, such individual's
Beneficiary shall be entitled to direct the voting with respect
to such shares.
(c) Any shares of Exxon Stock in the Exxon Stock Fund for which
voting instructions are not timely received by the Trustee, as
well as Exxon Stock Fund shares credited or to be credited to
Accounts in the Exxon Stock Fund after the Valuation Date
identified under the first paragraph of this Section, shall be
voted by the Trustee in its discretion.
(d) The instructions received by the Trustee from Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged or released to any person
including directors, officers or employees of Exxon
Corporation, except as otherwise required by law.
6.08 The shares of Company Stock allocated to Participants' Accounts
shall be made subject to that certain Voting Trust Agreement dated as of April
8, 1987 between certain of the Company's shareholders and the Voting Trustees
named therein. The Voting Trustees under the Voting Trust Agreement shall have
the full power and discretion to vote or to give or withhold consent in respect
of any and all shares of Company Stock held in the Company Stock Fund for all
matters which shall be submitted to the stockholders of the Company for their
approval or consent.
If the shares of Company Stock held in the Company Stock Fund are
Publicly Traded, then the Company shall furnish to each Participant, Inactive
Participant and Former Participant who is participating in the Company Stock
Fund at such time, before an annual or special meeting of its shareholders, a
proxy form with related material and a request that the proxy be signed and
returned. Upon receipt of the signed proxy, the shares credited to the
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<PAGE> 35
Participant's Account in the Company Stock Fund shall be voted in the manner
directed. Any shares as to which no proxy is received may be voted by the
Trustee in its discretion.
Effective November 1, 1994 and except as otherwise provided in Section
6.08(c) below, all voting rights on shares of Company Stock held by the Trustee
shall be exercised by the Trustee only as directed by the Participants,
Inactive Participants and Former Participants (or their Beneficiaries) who have
shares of Company Stock allocated to their Accounts in the Company Stock Fund,
acting in their capacity as named fiduciaries (within the meaning of section
402 of ERISA), in accordance with the following provisions of this Section
6.08. For purposes of this Section 6.08, the number of shares of Company Stock
credited to a Participant's, Inactive Participant's or Former Participant's
Account in the Company Stock Fund shall be determined as of the most recent
Valuation Date for which information is readily available.
(a) As soon as practicable before each annual or special
shareholders' meeting of the Company, the Trustee shall furnish
to each Participant, Inactive Participant or Former Participant
(or his Beneficiary) a copy of the proxy solicitation material
sent generally to shareholders, together with a form to be
returned to the Trustee requesting confidential instructions
from the Participant, Inactive Participant or Former
Participant (or his Beneficiary), acting in his capacity as a
named fiduciary (within the meaning of section 402 of ERISA),
on how the shares of Company Stock credited to such
individual's account in the Company Stock Fund (including
fractional shares to 1/1000th of a share) are to be voted by
the Trustee. The materials furnished to the Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) shall include a notice from the Trustee
explaining each such individual's right to instruct the Trustee
with respect to the voting of shares of Company Stock. Upon
timely receipt of such instructions, the Trustee (after
combining votes of fractional shares to give effect to the
greatest extent to instructions received) shall vote the shares
as instructed.
(b) With respect to all corporate matters submitted to
shareholders, each Participant, Inactive Participant and Former
Participant who has shares of Company Stock credited to his
Account in the Company Stock Fund, acting as a named fiduciary
(within the meaning of section 402 of ERISA), shall be entitled
to direct the voting of shares of Company Stock (including
fractional shares to 1/1000th of a share) credited to his
Account in the Company Stock Fund. With respect to shares of
Company Stock credited to the Account of a deceased
Participant, Inactive Participant or Former Participant, such
individual's Beneficiary shall be entitled to direct the voting
with respect to such shares.
(c) Any shares of Company Stock in the Company Stock Fund for which
voting instructions are not timely received by the Trustee, as
well as Company Stock Fund shares credited or to be credited to
Accounts in the Company Stock Fund after the Valuation Date
identified under the first paragraph of this Section, shall be
voted by the Trustee in its discretion.
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<PAGE> 36
(d) The instructions received by the Trustee from Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged or released to any person
including directors, officers or employees of the Company,
except as otherwise required by law.
6.09 Effective November 1, 1994 and except as otherwise expressly
provided in the Plan or the Trust, the Trustee shall not sell, alienate,
encumber, pledge, transfer or otherwise dispose of or tender or withdraw, any
shares of Exxon Stock held by it under the Plan. Except as otherwise provided
in Section 6.09(c), all tender or exchange decisions with respect to Exxon
Stock shall be made by the Trustee only as directed by the Participants,
Inactive Participants and Former Participants (or their Beneficiaries) who have
shares of Exxon Stock allocated to their Accounts in the Exxon Stock Fund,
acting in their capacity as named fiduciaries (within the meaning of section
402 of ERISA), in accordance with the following provisions of this Section
6.09. For purposes of this Section 6.09, the number of shares of Exxon Stock
credited to Accounts in the Exxon Stock Fund shall be determined as of the most
recent Valuation Date for which information is readily available.
(a) In the event an offer shall be received by the Trustee
(including a tender offer for shares of Exxon Stock subject to
section 14(d)(1) of the Securities Exchange Act of 1934 or
subject to Rule 13e-4 promulgated under such Act, as those
provisions may from time to time be amended) to purchase or
exchange any shares of Exxon Stock held by the Trustee, the
Trustee shall advise each Participant, Inactive Participant and
Former Participant (or Beneficiary) who has shares of Exxon
Stock credited to his Account in the Exxon Stock Fund in
writing of the terms of the offer as soon as practicable after
its commencement and shall furnish each such individual with a
form by which he may instruct the Trustee confidentially
whether or not to tender or exchange shares of Exxon Stock
credited to such individual's Account in the Exxon Stock Fund
(including fractional shares to 1/1000th of a share). The
materials furnished to Participants, Inactive Participants and
Former Participants (or their beneficiaries) who have shares of
Exxon Stock credited to their Accounts in the Exxon Stock Fund
shall include:
(i) a notice from the Trustee explaining the Participants',
Inactive Participants' and Former Participants' (or
their Beneficiaries') rights to instruct the Trustee
with respect to shares of Exxon Stock credited to their
Accounts in the Exxon Stock Fund; and
(ii) such related documents as are prepared by any person
and provided to the shareholders of Exxon Corporation
pursuant to the Securities Exchange Act of 1934.
The Trustee may also provide Participants, Inactive
Participants and Former Participants (or their Beneficiaries)
with such other material concerning the tender or exchange
offer as the Trustee in its discretion determines to be
appropriate.
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<PAGE> 37
(b) Each Participant, Inactive Participant and Former Participant
who has shares of Exxon Stock credited to his Account in the
Exxon Stock Fund, as a named fiduciary (within the meaning of
section 402 of ERISA), shall be entitled to direct the Trustee
whether or not to tender or exchange shares of Exxon Stock
credited to his Account in the Exxon Stock Fund (including
fractional shares to 1/1000th of a share). With respect to
shares of Exxon Stock credited to the Account of a deceased
Participant, Inactive Participant or Former Participant, such
individual's Beneficiary shall be entitled to direct the
Trustee whether or not to tender or exchange such shares as if
such Beneficiary were the Participant, Inactive participant or
Former Participant, as applicable.
(c) With respect to any shares of Exxon Stock in the Exxon Stock
Fund for which tender or exchange decisions are not timely
received by the Trustee, as well as Exxon Stock Fund shares
credited or to be credited to Accounts in the Exxon Stock Fund
after the Valuation Date identified under the first paragraph
of this Section 6.09, the Trustee shall decide in its
discretion whether or not to tender or exchange such shares.
(d) The instructions received by the Trustee from Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged or released to any person,
including directors, officers or employees of Exxon
Corporation, except as otherwise required by law.
(e) In the event, under the terms of a tender offer or otherwise,
any shares of Exxon Stock rendered for sale, exchange or
transfer pursuant to such offer may be withdrawn from such
offer, the Trustee shall follow such instructions respecting
the withdrawal of such shares from such offer in the same
manner as shall be timely received by the Trustee from
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) entitled under this Section 6.09 to give
instructions as to the sale, exchange or transfer of shares of
Exxon Stock pursuant to such offer, acting in their capacity as
named fiduciaries (within the meaning of section 402 of ERISA).
(f) In the event that an offer for fewer than all of the shares of
Exxon Stock held by the Trustee shall be received by the
Trustee, the total number of shares of Exxon Stock that the
Plan sells, exchanges or transfers pursuant to such offer shall
be allocated among the Accounts in the Exxon Stock Fund on a
pro rata basis in accordance with the directions received from
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) with respect to shares of Exxon Stock
credited to their Accounts in the Exxon Stock Fund.
(g) In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants, Inactive
Participants and Former Participants (or their Beneficiaries)
pursuant to Sections 6.09(a) through (f) hereof regarding such
offer, and, prior to the termination of such offer, another
offer or a proxy solicitation is received by the Trustee for
the shares of Exxon Stock subject to
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<PAGE> 38
the first offer, the Trustee shall use its best efforts
under the circumstances to solicit instructions from the
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) who have Exxon Stock credited to their
Accounts in the Exxon Stock Fund, in their capacity as named
fiduciaries (within the meaning of section 402 of ERISA):
(i) with respect to shares of Exxon Stock tendered for
sale, exchange or transfer pursuant to the first offer,
whether to withdraw such tender, if possible, and, if
withdrawn, whether to tender or otherwise act
regarding any shares of Exxon Stock so withdrawn for
sale, exchange or transfer pursuant to the second offer
or solicitation, and
(ii) with respect to shares of Exxon Stock not tendered for
sale, exchange or transfer pursuant to the first offer,
whether to tender or not to tender, or otherwise act
regarding such shares of Exxon Stock for sale, exchange
or transfer pursuant to the second offer or
solicitation.
The Trustee shall follow all such instructions received in a
timely manner from Participants, Inactive Participants and
Former Participants (or their Beneficiaries) in the same manner
and in the same proportion as provided in Sections 6.09(a)
through (f) hereof. With respect to any further offer for any
Exxon Stock received by the Trustee and subject to any earlier
offer (including successive offers from one or more existing
offerors), the Trustee shall act in the same manner as
described above in this Section 6.09(g).
6.10 Effective November 1, 1994 and except as otherwise expressly
provided in the Plan or the Trust, the Trustee shall not sell, alienate,
encumber, pledge, transfer or otherwise dispose of or tender or withdraw, any
shares of Company Stock held by it under Plan. Except as otherwise provided in
Section 6.10(c), all tender or exchange decisions with respect to Company Stock
shall be made by the Trustee only as directed by the Participants, Inactive
Participants and Former Participants (or their Beneficiaries) who have shares
of Company Stock allocated to their Accounts in the Company Stock Fund, acting
in their capacity as named fiduciaries (within the meaning of section 402 of
ERISA), in accordance with the following provisions of this Section 6.10. For
purposes of this Section 6.10, the number of shares of Company Stock credited
to Accounts in the Company Stock Fund shall be determined as of the most recent
Valuation Date for which information is readily available.
(a) In the event an offer shall be received by the Trustee
(including a tender offer for shares of Company Stock subject
to section 14(d)(1) of the Securities Exchange Act of 1934 or
subject to Rule 13e-4 promulgated under such Act, as those
provisions may from time to time be amended) to purchase or
exchange any shares of Company Stock held by the Trustee, the
Trustee shall advise each Participant, Inactive Participant and
Former Participant (or their Beneficiary) who has shares of
Company Stock credited to his Account in the Company Stock Fund
in writing of the terms of the offer as soon as practicable
after its commencement and shall furnish each such individual
with a form by which he
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<PAGE> 39
may instruct the Trustee confidentially whether or not
to tender or exchange shares of Company Stock credited to such
individual's Account in the Company Stock Fund (including
fractional shares to 1/1000th of a share). The materials
furnished to Participants, Inactive Participants and Former
Participants (or their Beneficiaries) who have shares of
Company Stock credited to their accounts in the Company Stock
Fund shall include:
(i) a notice from the Trustee explaining the Participants',
Inactive Participants' and Former Participants' (or
their Beneficiaries') rights to instruct the Trustee
with respect to shares of Company Stock credited to
their Accounts in the Company Stock Fund; and
(ii) such related documents as are prepared by any person
and provided to the shareholders of the Company
pursuant to the Securities Exchange Act of 1934.
The Company and the Trustee may also provide Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) with such other material concerning the tender
or exchange offer as the Trustee or the Company in their
discretion determine to be appropriate; provided, however, that
prior to any distribution of materials by the Company, the
Trustee shall be furnished with complete copies of all such
materials.
(b) Each Participant, Inactive Participant and Former Participant
who has shares of Company Stock credited to his Account in the
Company Stock fund, as a named fiduciary (within the meaning of
section 402 of ERISA), shall be entitled to direct the Trustee
whether or not to tender or exchange shares of Company stock
credited to his Account in the Company Stock Fund (including
fractional shares of 1/1000th of a share). With respect to
shares of Company Stock credited to the Account of a deceased
Participant, Inactive Participant or Former Participant, such
individual's Beneficiary shall be entitled to direct the
Trustee whether or not to tender or exchange such shares as if
such Beneficiary were the Participant, Inactive Participant or
Former Participant, as applicable.
(c) With respect to any shares of Company Stock in the Company
Stock fund for which tender or exchange decisions are not
timely received by the Trustee, as well as Company Stock Fund
shares credited or to be credited to Accounts in the Company
Stock Fund after the Valuation Date identified under the first
paragraph of this Section 6.10, the Trustee shall decide in its
discretion whether or not to tender or exchange such shares.
(d) The instructions received by the Trustee from Participants,
Inactive Participants and Former Participants (or their
Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged or released to any person,
including directors, officers or employees of the Company,
except as otherwise required by law.
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<PAGE> 40
(e) In the event, under the terms of a tender offer or otherwise,
any shares of Company Stock tendered for sale, exchange or
transfer pursuant to such offer may be withdrawn from such
offer, the Trustee shall follow such instructions respecting
the withdrawal of such shares from such offer in the same
manner as shall be timely received by the Trustee from
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) entitled under this Section 6.10 to give
instructions as to the sale, exchange or transfer of shares of
Company Stock pursuant to such offer, acting in their capacity
as named fiduciaries (within the meaning of section 402 of
ERISA).
(f) In the event that an offer for fewer than all of the shares of
Company Stock held by the Trustee shall be received by the
Trustee, the total number of shares of Company Stock that the
Plan sells, exchanges or transfers pursuant to such offer shall
be allocated among the Accounts in the Company Stock Fund on a
pro rata basis in accordance with the directions received from
Participants, Inactive Participants and Former Participants (or
their Beneficiaries) with respect to shares of Company Stock
credited to their Accounts in the Company Stock Fund.
(g) In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants, Inactive
Participants and Former Participants (or their Beneficiaries)
pursuant to Sections 6.10(a) through (f) hereof regarding such
offer, and, prior to the termination of such offer, another
offer or a proxy solicitation is received by the Trustee for
the shares of Company Stock subject to the first offer, the
Trustee shall use its best efforts under the circumstances to
solicit instructions from the Participants, Inactive
Participants and Former Participants (or their Beneficiaries)
who have Company Stock credited to their Accounts in the
Company Stock Fund, in their capacity as named fiduciaries
(within the meaning of section 402 of ERISA):
(i) with respect to shares of Company Stock tendered for
sale, exchange or transfer pursuant to the first offer,
whether to withdraw such tender, if possible, and, if
withdrawn, whether to tender or otherwise act regarding
any shares of Company Stock so withdrawn for sale,
exchange or transfer pursuant to the second offer or
solicitation, and
(ii) with respect to shares of Company Stock not tendered
for sale, exchange or transfer pursuant to the first
offer, whether to tender or not to tender, or otherwise
act regarding such shares of Company Stock for sale,
exchange or transfer pursuant to the second offer or
solicitation.
The Trustee shall follow all such instructions received in a
timely manner from Participants, Inactive Participants and
Former Participants (or their Beneficiaries) in the same manner
and in the same proportion as provided in Sections 6.10(a)
through (f) hereof. With respect to any further offer for any
Company Stock received by the Trustee and subject to any
earlier offer
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<PAGE> 41
(including successive offers from one or more existing
offerors), the Trustee shall act in the same manner as
described above in this Section 6.10(g).
6.11 Notwithstanding anything to the contrary in this Article 6, the
Administrative Committee or Trustee may decline to follow any investment
direction which, if implemented:
(a) would not be in accordance with the Plan and/or the Trust
documents;
(b) would cause the indicia of ownership of Trust assets to be
maintained outside the jurisdiction of the United States
District Courts;
(c) would jeopardize the Trust's tax-qualified status;
(d) could result in a loss in excess of the balance of the
Participant's, Inactive Participant's, Former Participant's, or
Beneficiary's Accounts;
(e) would cause this Plan or the Trust to engage in:
(i) a sale or exchange with the Company (except as with
respect to certain qualifying employer securities as
defined in section 407(d)(5) of ERISA which meet the
requirements of section 408(e) of ERISA and 29 CFR
Section 2550.404c-1(d)(2)(ii)(E)(4);
(ii) a lease between this Plan or the Trust and the Company
or a loan to the Company;
(iii) acquisition or sale of real property of the Company; or
(iv) acquisition or sale of securities of the Company other
than certain qualifying employer securities as defined
in section 407(d)(5) of ERISA which meet the
requirements of section 408(e) of ERISA and 29 CFR
Section 2550.404c-1(d)(2)(ii)(E)(4);
(f) would result in a prohibited transaction within the meaning of
section 4975 of the Internal Revenue Code or section 406 of
ERISA; or
(g) would generate income taxable to the Trust.
Any rules established by the Administrative Committee pursuant to this
Section 6.11 shall apply to all Participants, Inactive Participants and Former
Participants and Beneficiaries in a uniform and nondiscriminatory manner.
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<PAGE> 42
ARTICLE VII VALUATION OF ACCOUNTS
7.01 The Administrative Committee shall determine the value of each
Participant's account based on the fair market value of Funds A, B, C, D, E,
the Exxon Stock Fund and, to the extent Company Stock is Publicly Traded, the
Company Stock Fund not less frequently than as of the end of each month. To
the extent Company Stock is not Publicly Traded, the Administrative Committee
shall determine the fair market value of the Company Stock Fund not less
frequently than annually as of a uniform Appraisal Date.
7.02 In making any determination under Section 7.01 as to the fair
market value of any shares of Company Stock which are not Publicly Traded and
are held as part of the Company Stock Fund hereunder, the Administrative
Committee shall obtain one or more appraisals by independent appraisers meeting
the requirements of regulations issued under section 170(a)(1) of the Code, and
to the extent any Participant's Account is invested in the Company Stock Fund,
to that extent its value on any date shall be based on the fair market value of
a share of Company Stock determined by the Administrative Committee as of the
most recent Appraisal Date.
7.03 As soon as practicable following the end of each Plan Year, and
at such other times as the Administrative Committee deems appropriate, the
Administrative Committee shall deliver or mail to each Participant, Inactive
Participant, Former Participant and Beneficiary who is entitled to receive a
benefit under the Plan a statement setting forth the fair market value of his
Account in Funds A, B, C, D, E, the Exxon Stock Fund and the Company Stock Fund
as of the end of such Plan Year.
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<PAGE> 43
ARTICLE VIII VESTING
8.01 Each Participant, Inactive Participant, Former Participant and
Beneficiary shall be fully and immediately vested in that portion of his
Account which is attributable to any contributions made by him or on his behalf
except that portion of his Account which is attributable to Matching Employer
Contributions made pursuant to Sections 4.01, 4.02, 4.10 and 4.11 hereof.
8.02 Except as set forth elsewhere in this Article 8, each
Participant, Inactive Participant and Former Participant shall be 100% (fully)
vested after completion of three (3) Years of Vested Service in the value of
the Matching Employer Contributions credited or to be credited to his Account
pursuant to Sections 4.01, 4.02, 4.10 and 4.11 hereof.
8.03 In determining a Participant's Period of Service, for the
purpose of determining under Section 8.02 the total Years of Vested Service of
a Participant, the Plan shall take into account Periods of Severance if the
Participant completes an Hour of Service within twelve (12) months:
(a) of his Severance from Service Date, in the case of a
Participant who severs from service by reason of a quit,
discharge or retirement; or
(b) of the date on which he was first absent from service, in the
case of a Participant who severs from service by reason of a
quit, discharge or retirement during an absence from service
of 12 months or less for any reason other than a quit,
discharge or retirement.
8.04 For the purpose of determining under Section 8.02 the total
Years of Vested Service a Participant has completed, all of the Participant's
Period of Service (including Periods of Severance required to be taken into
account under Section 8.03) with an Employer shall be taken into account,
except that the following shall be disregarded:
(a) In the case of a Participant who has a One Year Period of
Severance, Periods of Service before such severance, unless and
until such Participant has completed a one year Period of
Service after he is rehired by an Employer;
(b) in the case of a Participant who does not have a Vested
Interest, under Section 8.02, when he terminates employment
with an Employer, and who has a One Year Period of Severance,
Periods of Service before such severance, unless the
Participant's Period of Service prior to such severance exceeds
his consecutive Periods of Severance; and
(c) Periods of Service after a One Year Period of Severance solely
for the purpose of determining the nonforfeitable percentage
applicable to the Participant, under Section 8.02, prior to
such One Year Period of Severance.
(d) If a Former Employee is reemployed, his Period of Service prior
to such Severance from Service Date shall be restored only if
the number of
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<PAGE> 44
consecutive one year Periods of Severance, prior to
such reemployment, was less than the greater of (i) five (5) or
(ii) the aggregate number of years of Periods of Service
before such Severance from Service Date. An Employee whose
prior service is restored shall receive service from the date
of reemployment.
8.05 If a Former Participant who was not fully vested at the time of
his Severance from Service Date is deemed to have received a single lump sum
distribution upon his becoming a Former Participant, in accordance with
Section 8.07 hereof, upon rehire of such Former Participant his Period of
Service with respect to which such a distribution was made shall be disregarded
for the purpose of Section 8.02, unless he is rehired prior to his incurring
five (5) consecutive One Year Periods of Severance.
8.06 Notwithstanding the provisions of Section 8.02, Participants
and Inactive Participants shall become fully vested in Matching Employer
Contributions credited to their Accounts at:
(a) Normal Retirement Age,
(b) Early Retirement Date,
(c) Disability Date,
(d) death,
(e) termination of the Plan,
(f) complete discontinuance of Matching Employer Contributions to
the Plan, or
(g) termination of employment due to the closing or divestment
(including the closing of a plant or facility) of any Employer
(but only with respect to Eligible Employees of such Employer).
8.07 If a Participant's Vested Interest is less than 100% of the
amount credited to his Account, an amount equal to the excess of:
(a) the amount credited to his Account; over
(b) his Vested Interest;
shall be forfeited as of the first to occur of (i) the date on or after the
Participant's Severance from Service Date on which the Participant receives a
distribution of his Account pursuant to Article 8 hereof, or (ii) the date on
which the Participant incurs five (5) consecutive One Year Periods of
Severance, or (iii) the date the Participant dies. Notwithstanding the
preceding provisions of this Section 8.07, if a Participant's Vested Interest
under the Plan is zero (0), then such Participant shall be deemed to have
received a lump sum distribution from the Plan in such amount in full discharge
of the Plan's liability in respect to payment of
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<PAGE> 45
his Account and the amount credited to his Account shall be forfeited. Such
distribution and such forfeiture shall be deemed to have occurred on the date
of the Participant's Severance from Service Date. Any forfeiture shall be used
to reduce the Matching Employer Contributions which are otherwise required to
be made on and after the date of forfeiture.
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ARTICLE IX DISTRIBUTION OF BENEFITS
9.01 A Participant who retires can elect to receive a distribution
of his Account in a single lump sum distribution (a) as soon as practicable
following his date of retirement, (b) during the month of January which
immediately follows the calendar year in which he retires, (c) if Company Stock
is not then Publicly Traded, as soon as practicable following the first to
occur of either completion of the next appraisal of Company Stock which occurs
after his retirement or the date Company Stock becomes Publicly Traded, or (d)
except as provided in Section 9.08, on any date on or after his attainment of
age 65.
A Participant who separates from service prior to his Normal
Retirement Date or Early Retirement Date can elect to receive a distribution of
his Vested Interest in a single lump sum (a) as soon as practicable following
his Severance from Service Date, (b) if Company Stock is not then Publicly
Traded, as soon as practicable following the first to occur of either
completion of the next appraisal of Company Stock which occurs after his
Severance from Service Date or the date Company Stock becomes Publicly Traded,
(c) except as provided in Section 9.08 on any date on or after his attainment
of age 65, or (d) if the Participant has completed ten (10) Years of Credited
Service, on his 55th birthday.
Notwithstanding the foregoing, if a Participant retires or separates
from service and, prior to the time he elects to receive a distribution of his
Account pursuant to this Section 9.01 above, the Pendency of an Initial Public
Offering commences, then, in addition to the choices of the Participant is
given under this Section 9.01 above, the Participant may elect to receive his
Vested Interest either:
(a) in two distributions, with the value of his Account which is
not invested in the Company Stock Fund distributed to him as
soon as practicable following his retirement or Severance from
Service Date, and the value of his Account which is invested in
the Company Stock Fund distributed to him as soon as
practicable following the end of the Pendency of the Initial
Public Offering; or
(b) in a single lump sum distribution as soon as practicable
following the end of the Pendency of the Initial Public
Offering.
Notwithstanding the foregoing, if the value of a Participant's Account
does not exceed and at the time of any prior distribution did not exceed
$3,500, distribution shall be made to such Participant in the form of a single
lump sum distribution as soon as practicable following his retirement or
Severance from Service Date; provided, however, that if such a Participant
retires or separates from service during the Pendency of an Initial Public
Offering, such a Participant may elect to receive his Vested Interest:
(a) in a single lump sum distribution as soon as practicable
following his retirement or Severance from Service Date, or
(b) in two distributions, with the value of his account which is
not invested in the Company Stock Fund distributed to him as
soon as practicable following his retirement or Severance from
Service Date, and the value of his Account which
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<PAGE> 47
is invested in the Company Stock Fund distributed to him as soon as
practicable following the end of the Pendency of the Initial Public
Offering; or
(c) in a single lump sum distribution as soon as practicable
following the end of the Pendency of the Initial Public
Offering.
9.02 If a Participant has elected a time of distribution pursuant to
Section 9.01 and, after such election is made and prior to the time the
distribution is made, the Pendency of an Initial Public Offering commences, if
such distribution is scheduled to be made while the Pendency of the Initial
Public Offering exists, such Participant may elect to either:
(a) receive his distribution at the scheduled date; or
(b) receive the value of his Vested Interest, to the extent it is
not invested in the Company Stock Fund, on the scheduled date,
and the value of his Vested Interest, to the extent it is
invested in the Company Stock Fund, as soon as practicable
following the end of the Pendency of the Initial Public
Offering.
(c) receive his entire distribution at the end of the Pendency of
the Initial Public Offering.
9.03 A Participant generally shall receive payment of his entire
Vested Interest in the form of cash; provided, however, that if sufficient cash
is not available to make cash distributions to all similarly situated
Participants who have a Vested Interest in the Exxon Fund and/or the Company
Stock Fund, the Administrative Committee shall have the discretion to direct
the Trustee to make distributions to such Participants in the form of whole
shares of Exxon Stock and/or Company Stock, as appropriate, plus cash for the
value of any fractional shares. In addition, any Participant may elect in
writing to receive that portion of his Vested Interest in the Exxon Fund in
whole shares of Exxon Stock, plus cash for the value of any fractional shares.
If Company Stock is Publicly Traded, any Participant may elect in writing to
receive that portion of his Vested Interest which is invested in the Company
Stock Fund in whole shares of Company Stock, plus cash for the value of any
fractional shares.
9.04 Participants who Sever from Service or retire shall be required
to complete such forms as the Administrative Committee shall prescribe.
9.05 If a Participant, Inactive Participant or Former Participant
shall die before complete distribution of his Vested Interest, the
undistributed balance of such Vested Interest shall be distributed to his
Beneficiary.
9.06 Each Participant shall have the right from time to time to file
with the Administrative Committee:
(a) a designation of Beneficiary to receive death benefits, and
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<PAGE> 48
(b) a direction to the Administrative Committee that the death
benefits are to be distributed to his Beneficiary:
(i) in the form of a lump sum distribution; or
(ii) in approximately equal annual installments over more
than one (1) year but not more than five (5) years;
subject to any generally applicable restrictions in the
Plan.
9.07 Any distribution made hereunder to a distributee after December
31, 1992 shall be made directly to such distributee unless he elects a direct
rollover pursuant to the second paragraph of this Section 9.07; provided,
however, that the distributee must acknowledge in writing that he understands
that any payment after December 31, 1992 which includes more than Two Hundred
Dollars ($200.00) in cash and which, under section 402(c) of the Code, is
eligible to be rolled over to an eligible retirement plan will be subject to
withholding taxes.
After December 31, 1992 each distributee shall have the right to
direct that any distribution which, under section 402(c) of the Code, qualifies
as an eligible rollover distribution be transferred directly to an eligible
retirement plan. A distributee may direct that part of the distribution be
transferred directly to an eligible retirement plan and the balance be paid to
him. A distributee is not permitted to direct that his distribution be
transferred directly to more than one eligible retirement plan. In the event
that a distributee fails to make any direction, the distribution shall be paid
directly to him after deduction of appropriate withholding taxes.
Unless the context otherwise indicates, the following terms shall have
the following meanings whenever used in this Section 9.07:
(a) "eligible rollover distribution" shall mean any distribution of
all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does
not include:
(i) any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the
distributee's designated Beneficiary, or for a
specified period of ten (10) years or more;
(ii) any distribution to the extent such distribution is
required under Section 9.08 hereof which reflects the
requirements under section 401(a)(9) of the Code; and
(iii) the portion of any distribution that is not includible
in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities).
(b) "eligible retirement plan" shall mean:
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<PAGE> 49
(i) an individual retirement account described in section
408(a) of the Code;
(ii) an individual retirement annuity described in section
408(b) of the Code;
(iii) an annuity plan described in section 403(a) of the
Code; or
(iv) a qualified trust described in section 401(a) of the
Code; that accepts the distributee's eligible rollover
distribution.
Notwithstanding the foregoing, in the case of an eligible
rollover distribution to the surviving spouse of a deceased
employee, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(c) "distributee" shall mean:
(i) an Employee or Former Employee; and
(ii) an Employee's or a Former Employee's surviving spouse
and an Employee's or Former Employee's spouse or former
spouse who is the alternate payee under a qualified
domestic relations order, without regard to the
interest of the spouse or former spouse.
(d) "direct rollover" shall mean a payment by this Plan to the
eligible retirement plan specified by the distributee.
9.08 Notwithstanding any other provisions of this Plan,
distributions hereunder shall be subject to the following restrictions:
(a) in the case of a living Participant or Former Participant
distribution must commence on or before the April 1 following
the end of the calendar year in which:
(i) he attains age seventy and one-half (70-1/2) or
retires, whichever is later, if the Participant shall
have attained age seventy and one-half (70-1/2) prior
to January 1, 1988 and was not a five percent (5%)
owner at any time after the beginning of the Plan Year
that ends in the calendar year during which he attained
age sixty-six and one-half (66-1/2); or
(ii) he attains age seventy and one-half (70-1/2) in all
other cases; and shall be made over a period not
extending beyond the life expectancy of the Participant
or Former Participant or the joint life expectancies
of the Participant or Former Participant and his spouse
or other Beneficiary; and
(b) in the case of a deceased Participant or Former Participant,
distributions after his death shall be payable either:
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<PAGE> 50
(i) within five (5) years of the date of his death; or
(ii) if distributions commence to his Beneficiary, then:
(A) within one (1) year of the date of his death or
on a later date permitted under any lawful
regulations by the Secretary of the Treasury;
or
(B) if his spouse is his Beneficiary, by the date
such Participant would have attained age
seventy and one-half (70-1/2); over a period
not extending beyond the life expectancy of
such Beneficiary; and
(c) in the case of the death of a Beneficiary who is the surviving
spouse of a deceased Participant, a distribution commencing
after the death of the spouse shall be payable either:
(i) within five (5) years of the date of the spouse's
death; or
(ii) if distribution commences to the spouse's Beneficiary
within one (1) year of the spouse's death or on a later
date permitted under any lawful regulations issued by
the Secretary of the Treasury, over a period not
extending beyond the life expectancy of such
Beneficiary; or
(d) in the event payments are made to a Participant's child, for
purpose of this Section 9.08 such payments shall be deemed to
be paid to the Participant's spouse if such payments will
become payable to such spouse upon such child's reaching
majority or any other event permitted under any lawful
regulations issued by the Secretary of the Treasury.
The life expectancy of a Participant, Former Participant or
spouse thereof may be redetermined from time to time but not
more frequently than annually.
In order to comply with the requirements of this Section 9.08,
distribution shall be made to a Former Participant who attains
age seventy and one-half (70-1/2) in the form of a single lump
sum distribution as soon as practicable following his
attainment of age seventy and one-half (70-1/2), but in any
event not later than the April 1 which follows his attainment
of age seventy and one-half (70-1/2). If a Participant is an
Employee upon his attainment of age seventy and one-half
(70-1/2), distribution shall be made to the Participant over a
period equal to his life expectancy or the joint life
expectancies of the Participant and his Spouse or other
Beneficiary.
9.09 Upon termination of the Plan, complete discontinuance of
Employer contributions, or closing or divestment of any Employer (but only with
respect to Eligible Employees of such Employer), Vested Interests of
Participants shall be distributed at the time
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<PAGE> 51
and in the manner as may be decided on by the Administrative Committee upon
rules that will be uniformly and nondiscriminatorily applied.
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<PAGE> 52
ARTICLE X WITHDRAWALS DURING EMPLOYMENT
10.01
(a) A Participant or Inactive Participant who attains age 59-1/2
may withdraw up to his entire Vested Interest.
(b) A Participant or Inactive Participant, not described in (a)
above, may withdraw that portion of his Account attributable to
Basic Employee Contributions or Supplemental Employee
Contributions.
(c) Effective January 1, 1989, a participant or Inactive
Participant not described in (a) above may withdraw his Vested
Interest attributable to Matching Employer Contributions (other
than Matching Employer Contributions invested in the Company
Stock Fund) provided that the amounts to be withdrawn were
contributed to the Plan at least 24 months prior to the date of
withdrawal. Notwithstanding the foregoing, in the event a
Participant or Inactive Participant not described in (a) above
has been a Participant in the Plan for a five year period, such
Participant or Inactive Participant may withdraw 100% of his
Vested Interest attributable to Matching Employer Contributions
(other than Matching Employer Contributions invested in the
Company Stock Fund and Matching Employer Contributions made
pursuant to Section 4.09).
(d) Effective January 1, 1989, in the case of financial hardship, a
Participant or Inactive Participant, even though described in
(a) above, may withdraw his Vested Interest attributable to
Matching Employer Contributions as described in Section
10.01(c) above (including Matching Employer Contributions made
pursuant to Section 4.08 but excluding Matching Employer
Contributions invested in the Company Stock Fund) and that part
of the balance of his Account (including earnings on the Salary
Reduction Contributions through December 31, 1988) which is
attributable to Salary Reduction Contributions. For the
purpose of this paragraph, a withdrawal will be on account of
financial hardship if the withdrawal is necessary in light of
an immediate and heavy financial need of the Participant or
Inactive Participant and is necessary to satisfy such
financial need. Such withdrawal based upon financial hardship
cannot exceed the amount required to meet the financial need
created by the hardship. The determination of the existence of
financial hardship and the amount required to meet the
financial need shall take into account all non-hardship
distributions and nontaxable loans available under the Plan and
other tax qualified plans of the Employer and shall be made in
accordance with the hardship provisions of section 401(k) of
the Code and with uniform and nondiscriminatory standards
established by the Administrative Committee. In accordance
with the foregoing, the Administrative Committee has
established that a Participant or Inactive Participant will be
deemed to have an immediate and heavy financial need and,
therefore, will qualify for a financial hardship withdrawal if
the purpose of the withdrawal is on account of the following:
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<PAGE> 53
(i) medical expenses described in section 213(d) of the
Code incurred by the Participant, the Inactive
Participant or such individual's spouse, or any
dependents of the Participant or Inactive Participant
(as defined in section 152 of the Code) or amounts
necessary for such persons to obtain medical care
described in section 213(d);
(ii) purchase of a principal residence for the Participant
or Inactive Participant (excluding mortgage payments);
(iii) tuition and related educational fees for the next
twelve (12) months of post-secondary education for the
Participant, the Inactive Participant, or such
individual's spouse, children, or dependents (as
defined in section 152 of the Code); or
(iv) payment necessary to prevent the eviction of the
Participant or Inactive Participant from his principal
residence or foreclosure on the mortgage of the
Participant's or Inactive Participant's principal
residence.
(e) Withdrawals of a Vested Interest, to the extent permitted,
shall be made only in the following order of priority, and only
after the funds of a higher priority have been completely
withdrawn shall funds of the next following priority be
withdrawn:
(i) Supplemental Employee Contributions,
(ii) Basic Employee Contributions,
(iii) Earnings credited to Supplemental Employee
Contributions and Basic Employee Contributions,
(iv) Matching Employer Contributions (other than Matching
Employer Contributions made pursuant to Section 4.09),
together with earnings thereon, if any,
(v) Salary Reduction Contributions and Matching Employer
Contributions made pursuant to Section 4.09,
(vi) Earnings credited to Salary Reduction Contributions and
Matching Employer Contributions made pursuant to
Section 4.09,
(vii) Subsequent to a determination of the order of priority
for purposes of withdrawals of a Vested Interest as
determined in subsection (i) through subsection (vi)
above, withdrawals of a Vested Interest shall be made
only in the following order of priority from Funds A,
B, C, D, E the Exxon Stock Fund and the Company Stock
Fund (to the extent permitted) as follows:
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<PAGE> 54
1. Fund B - Interest Accumulation Fund
2. Exxon Stock Fund
3. Fund E - U.S. Government Fund
4. Fund A - Aetna Variable Fund Accumulation Account
5. Fund C - Merrill Lynch Basic Value Fund
6. Fund D - Equity Index Fund of the General
Employee Benefit Trust of Bankers Trust Company
7. Company Stock Fund
(f) Withdrawals shall be made hereunder in accordance with such
procedures as are established by the Administrative Committee
from time to time and uniformly and nondiscriminatorily
applied.
10.02 If a Participant withdraws an amount from his Account for any
reason other than a financial hardship, there shall be a six (6) month
suspension of Matching Employer Contributions with respect to such
Participant's Salary Reduction Contributions. If a Participant withdraws an
amount from his Account in the case of a financial hardship, there shall be a
twelve (12) month suspension of all contributions to his Account following the
date of withdrawal.
In addition, a Participant who makes a withdrawal on account of
financial hardship may not make Salary Reduction Contributions for the
Participant's taxable year immediately following the taxable year of the
Participant during which said hardship distribution occurs in excess of the
applicable limit under section 402(g) of the Code for such next taxable year of
the Participant less the amount of such Participant's 401(k) contributions for
the taxable year of the Participant during which said hardship withdrawal
occurs.
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ARTICLE XI LOANS
11.1 A Participant, an Inactive Participant or Former Participant
who is a party-in-interest within the meaning of section 3(14) of ERISA, or the
Beneficiary of such an individual, may apply to the Administrative Committee or
its agent for a loan from the Plan. Loans shall be permitted under the Plan
for any purpose. If the Administrative Committee or its agent determines that
a borrower and the proposed loan to such borrower satisfy the requirements set
forth below for loan approval, the Administrative Committee or its agent shall
direct the Trustee to make a loan to such borrower. The amount of any such
loan shall be determined by the Administrative Committee or its agent;
provided, however, that any such loan shall be for an amount not less than
$1,000.00 nor more than 50% of the value of the borrower's Account which is
attributable to his Salary Reduction Contributions. In addition, any such loan
shall not, when combined with outstanding loans made under other qualified
retirement plans, if any, maintained by the Employer, exceed $50,000.00 reduced
by the highest outstanding loan balance to the borrower during the immediately
preceding 12-month period (ending the day before the new loan is granted).
All loans from the Plan must comply with the following terms and
conditions:
(a) An application for a loan shall be made in writing to the
Administrative Committee or its agent, whose action thereon
shall be final;
(b) the interest rate shall be determined by the Administrative
Committee or its agent and shall be not less than the rate
which would be charged to the borrower by a lending
institution, were such institution to make a personal loan to
the borrower on which the borrower were to pledge identical or
substantially similar collateral;
(c) the Administrative Committee or its agent receives assurances
that the borrower intends to repay the loan in accordance with
its terms;
(d) the borrower provides adequate security consisting of not more
than 50% of the value of the borrower's Account which is
attributable to his Salary Reduction Contributions and/or such
other security as the Administrative Committee or its agent may
require;
(e) the borrower shall execute appropriate loan documents;
(f) the term of any loan shall be arrived at by mutual agreement
between the borrower and the Administrative Committee or its
agent and shall not exceed (i) for loans made prior to January
1, 1994, five (5) years, and (ii) for loans made on and after
January 1, 1994, fifty-six (56) months. All loans shall
provide for the substantially level amortization of the loan,
with payments made not less frequently than quarterly, over the
term of the loan;
(g) repayment of any loan made to an Employee shall be by payroll
deduction, unless the Administrative Committee or its agent
and the Employee mutually
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<PAGE> 56
agree to another procedure. Repayment of any loan made to a
person who is not an Employee shall be made by personal check,
certified check or money order;
(h) a borrower shall be in default if he fails to make two payments
of principal or interest when due or if his collateral becomes
inadequate to secure the loan and he does not provide
substitute collateral satisfactory to the Administrative
Committee or its agent within ten (10) days after a request
therefor by the Administrative Committee or its agent. In the
event of default by a borrower, his loan shall be accelerated
and:
1. If his collateral security in the Plan is adequate to
cover all or part of the outstanding principal and
interest, and if distribution of such amount would not,
in the opinion of the Administrative Committee or its
agent, put at risk the tax qualified status of the Plan
or the Salary Reduction Contribution portion thereof,
the Trustee shall execute upon such Plan collateral;
and
2. If his collateral security described in paragraph
(h)(1) is not adequate to cover all of the outstanding
principal and interest, or if execution upon such
collateral would, in the opinion of the Administrative
Committee or its agent, put at risk the tax qualified
status of the Plan or the Salary Reduction Contribution
portion thereof, the Trustee shall commence appropriate
collection action against the borrower to recover the
amounts owed.
Expenses of collection, including legal fees, if any, of any
loan in default shall be borne by the borrower or his Account;
(i) except as provided below, each loan shall be treated as
a separate investment of the funds credited to such
borrower's Account and the Administrative Committee or
its agent shall reduce such borrower's Account in the
following order of priority:
1. Fund B - Interest Accumulation Fund
2. Exxon Stock Fund
3. Fund E - U.S. Government Fund
4. Fund A - Aetna Variable Fund Accumulation Account
5. Fund C - Merrill Lynch Basic Value Fund
6. Fund D - Equity Index Fund of the General
Employee Benefit Trust of Bankers Trust Company
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<PAGE> 57
7. Company Stock Fund
Payments by a borrower on any such loan shall be credited to
such borrower's Account in the Funds listed above in the same
proportions as the borrower's current investment option
election with respect to such Funds at the end of the month in
which loan payments are made;
(j) upon a Participant's Severance from Service Date, any
outstanding loan to him will become due and payable sixty (60)
days following his Severance from Service Date. In the event
the Participant fails to repay any such loan, the Trustee will
execute upon his Plan collateral, but only to the extent the
Trustee determines that such action would not put at risk the
tax qualified status of the Plan, particularly the pre-tax
portion thereof;
(k) a Participant, Inactive Participant, eligible Former
Participant or Beneficiary cannot have more than one loan
outstanding at any time; and
(l) the Administrative Committee or its agent shall notify a
borrower that, to the extent his loan is secured by his Salary
Reduction Contributions, no interest deduction is allowable.
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<PAGE> 58
ARTICLE XII PAYMENT OF BENEFITS
12.01 If the Administrative Committee receives evidence satisfactory
to it that a person entitled to receive any benefit under the Plan is
physically or mentally incompetent to receive such benefit and to give a valid
release therefor, or is a minor, and that another person or an institution is
then maintaining or has custody of such person, unless claim shall have been
made therefor by a duly appointed guardian, committee or other legal
representative, the Administrative Committee may authorize payment of such
benefit to such other person or institution and the release of such other
person or institution shall be a valid and complete discharge for the payment
of such benefit.
12.02 Every person before becoming entitled to any benefits under
the Plan shall furnish the Administrative Committee with such information as it
may require, including, but not limited to, proof of age relating to himself
and any person nominated as a Beneficiary.
12.03 The benefits under the Plan shall be payable solely from the
Trust Fund and each Participant, Inactive Participant, Former Participant,
Beneficiary or other person who shall claim the right to any payment under the
Plan shall be entitled to look only to that fund for such payment. No
liability for the payment of benefits or any other payments under the Plan
shall be imposed upon the Administrative Committee, Reliance Electric Company,
the Company, Employer, or the officers, directors or stockholders of the
Company.
12.04 Except as expressly provided in the Plan, no Participant,
Inactive Participant, Beneficiary or other person entitled to benefits may
withdraw or receive any monies from the Trust Fund.
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<PAGE> 59
ARTICLE XIII REEMPLOYMENT
13.01 A Participant or Inactive Participant, whose service is
terminated prior to retirement and who is subsequently reemployed by an
Employer, shall be eligible for participation on his date of reemployment.
An Eligible Employee who had been a Former Participant whose service
terminated prior to attaining a fully vested interest in his Account, as
provided in Section 8.02, shall have the dollar value of that portion of his
Account which was forfeited pursuant to Section 8.07 reinstated if he is
rehired prior to incurring five (5) consecutive One Year Periods of Severance
after such termination of service.
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<PAGE> 60
ARTICLE XIV ADMINISTRATION OF THE PLAN
14.01 A Trust Fund shall be established by a Trustee or Trustees
appointed and/or removed from time to time by the Board of Directors into which
shall be deposited all assets of the Plan. The Company may, without reference
to any Participant or other party, enter into a trust agreement and make such
amendment to such trust agreement or such further amendments as it in its sole
discretion may deem necessary or desirable to carry out the Plan. The corpus
and net income of the Trust Fund, after payment of expenses as provided in
Section 14.15, shall be used to provide benefits under the Plan and no part
thereof shall be used for or diverted to purposes other than for the exclusive
benefit of Participants, Inactive Participants, Former Participants and their
Beneficiaries.
14.02 The Trustee or Trustees appointed by the Board of Directors
shall have sole authority to sell Exxon Stock held in the Exxon Stock Fund and
Company Stock held in the Company Stock Fund for the Participants for the
purposes of making a distribution of the value of the Exxon Stock and/or
Company Stock to a Participant as required under the terms of the Plan. The
Trustee or Trustees also shall conform to procedures established by the
Administrative Committee for disbursal of funds of the Plan. The Trustee or
Trustees shall not be liable for any act performed while subject to directions
of the Administrative Committee made in accordance with the terms of the Plan.
14.03 The Company shall be the named fiduciary and Administrator of
the Plan as such terms are defined by ERISA. The general administration of the
Plan and the responsibility for carrying out its provisions shall be placed in
an Administrative Committee consisting of not less than three persons who shall
be appointed from time to time by the Board of Directors to serve at its
pleasure. The members of the Administrative Committee may authorize one or
more of their number or any agent to make any payment on their behalf or to
execute or deliver any instrument or do any act on behalf of the Committee.
14.04 The Administrative Committee shall, at a meeting duly called
for the purpose, establish a funding policy and method consistent with the
objectives of the Plan and the requirements of Title I of ERISA and shall meet
annually to review such funding policy and method. All actions taken with
respect to such funding policy and method and the reasons therefor shall be
recorded in the minutes of the Administrative Committee's meetings.
14.05 The Administrative Committee shall hold meetings upon such
notice, at such place and at such time as it may determine. A majority of the
members of the Administrative Committee shall constitute a quorum for the
transaction of business, and the action of a majority of such majority
expressed from time to time by voting at a meeting shall constitute the action
of the Committee. In lieu thereof, the action of a majority of the members of
the Administrative Committee expressed in writing without a meeting shall
constitute the action of the Committee.
14.06 Subject to the limitations of the Plan, the Administrative
Committee from time to time shall adopt administrative rules and regulations
and prescribe such forms and applications as are appropriate to the
administration of the Plan. The determination of the
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<PAGE> 61
Administrative Committee as to any disputed questions shall, subject to the
provisions of ERISA, be conclusive.
14.07 The Administrative Committee shall determine the procedures to
be followed in connection with the disbursal of the funds of the Plan and shall
establish a reasonable claims procedure.
14.08 Each member of the Administrative Committee, the Company, or
any director, officer or Employee thereof, shall be entitled to rely
conclusively on all tables, valuations, certificates, opinions and reports
which shall be furnished by any expert who shall be employed or engaged by the
Company or the Administrative Committee.
14.09 All rules and decisions of the Administrative Committee in
administering the Plan shall, to the extent practicable and reasonable, be
uniformly and consistently applied to all Participants in similar
circumstances. In particular, in exercising its powers hereunder, the
Administrative Committee shall pursue uniform policies and shall not
discriminate in favor of or against any Participant or group of Participants,
except to the extent the Committee may consider necessary in order to meet any
requirements of the Code or of regulations issued thereunder or of ERISA or
other applicable law.
14.10 No member of the Administrative Committee shall receive any
compensation from the funds held under the Plan for his services as such, and
no bond or other security need be required of him in such capacity in any
jurisdiction.
14.11 Reliance Electric Company shall indemnify and hold harmless
all present and future fiduciaries of the Plan, including the Administrative
Committee and Trustee, from any and all liability imposed, whether individually
or jointly, under ERISA and under any similar legislation, with respect to any
action or omission as a fiduciary of the Plan, unless such persons have
knowingly participated in or have knowingly undertaken to conceal an act or
omission knowing that such act or omission was a breach of their fiduciary
duty.
14.12 Shares of Exxon Stock shall not be purchased by the Plan from
or sold to Reliance Electric Company.
14.13 The Administrative Committee may, once a year, suspend the
requirements of Section 10.01(f) of the Plan to provide for a "special
withdrawal period" which shall be subject to the limitations of the Plan and/or
permit an additional increase or decrease in the contribution rate as stated in
Section 3.03 of the Plan.
14.14 Notwithstanding anything contained in the Plan to the
contrary, the persons or entities designated in the Plan to make determinations
with respect to:
(a) the eligibility of Employees to participate in the Plan;
(b) the eligibility of Employees to make and receive contributions
under the Plan;
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<PAGE> 62
(c) the eligibility of Employees or other persons to receive
distributions from the Plan;
(d) the amount of any distributions payable from the Plan;
(e) claims for benefits under the Plan; and
(f) appeals of denials of benefits under the Plan;
shall have full power and discretion to interpret the Plan, to resolve
ambiguities, inconsistencies and omissions, to determine any question of fact,
to determine the right to benefits of, and the amount of benefits, if any,
payable to, an applicant in accordance with the provisions of the Plan.
14.15 The Employer shall pay the expenses reasonably incurred in
administering the Plan, such as Trustees' fees and recordkeeping expenses,
provided, however, that (a) investment expenses shall be charged against gross
income under investment contracts prior to allocation of income to
Participants' Accounts, and (b) reasonable expenses incurred by the Plan by
reason of a Participant exercising his rights to disinvest in the Exxon Stock
Fund (under Section 6.01(5)) shall be charged to and deducted from the vested
portion of the Participant's Account.
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<PAGE> 63
ARTICLE XV CERTAIN RIGHTS AND OBLIGATIONS
15.01 It is the intention that the Plan continue and that
contributions be made regularly each year, but all contributions of the Plan
shall be voluntary, and not a legal obligation.
15.02 The Plan may be terminated at any time by the Board of
Directors. Upon complete or partial termination, the rights of all affected
Participants and Inactive Participants to the amounts credited to their
Accounts are fully vested and nonforfeitable. Following such termination the
Administrative Committee may require persons entitled thereto to withdraw
amounts allocated to them in cash or otherwise as it, in its discretion, may
determine.
15.03 The Company may, with the consent of the Board of Directors
withdraw from the Plan at any time, and the Board of Directors may in its
discretion at any time withdraw the authorization of any subsidiary or any
Employer to participate in the Plan. In either of such events, the affected
Employees shall cease to be Participants under the Plan, and the Administrative
Committee shall arrange for the withdrawal or segregation of such Employees'
share of the assets of the Plan, as determined by a valuation as of the date of
the event. The Administrative Committee shall have the full discretion as to
the nature of the funds to be withdrawn or segregated, and its valuation
thereof for that purpose shall be conclusive. Unless a savings and investment
plan substantially similar in form to the Plan or such other form as may be
approved by the Internal Revenue Service under section 401(a) of the Code is
continued by a successor corporation for its employees, the Plan shall be
deemed to have terminated with respect to such Employees and such segregated
assets shall be fully vested to them in accordance with the provisions of
Section 15.02. The Administrative Committee shall arrange for the disposition
of such assets through transfers to a successor trust, an assignment of all or
a portion of the rights under any insurance contract or by any other means it
shall determine.
15.04 The establishment of the Plan shall not be construed as
conferring any legal rights upon any Employee or any person for a continuation
of employment, nor shall it interfere with the rights of the Employer to
discharge any Employee and to treat him without regard to the effect which such
treatment might have upon him under the provisions of the Plan.
15.05 In the event, and effective as of the date, of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan or
to this Plan if applicable, each Participant of the Plan will (if the other
plan is then terminated) receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit the
Participant would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan/plan had then terminated).
15.06 If the Internal Revenue Service determines that the Plan and
Trust do not qualify initially under sections 401(a) and/or 401(k) of the Code,
within one year after the date of such denial of qualification and upon written
request by the Company filed with the Trustee, Supplemental Employee
Contributions, if any, shall be returned to the Employees
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<PAGE> 64
by the Trustee and Matching Employer Contributions, Supplemental Employer
Contributions, and Salary Reduction Contributions shall be returned to the
Employer by the Trustee. Thereafter, the Employer shall pay the amount of
Salary Reduction Contributions refunded to it, in accordance with the preceding
sentence, as Compensation to the Employees. Notwithstanding any provision in
this Plan to the contrary, no Participant or Beneficiary shall have any right
or claim to any asset of the Trust or to any benefit under the Plan before the
Internal Revenue Service determines that the Plan and Trust qualify under the
provisions of section 401(a) and 401(k) of the Code. Upon the return of all
contributions to the Employer and Employees as provided herein, the Trust shall
terminate and the Trustee shall be discharged from all obligations under the
Trust.
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<PAGE> 65
ARTICLE XVI AMENDMENTS
16.01 The Company reserves the right at any time and from time to
time by action of its President or any Vice President to modify or amend in
whole or in part any or all of the provisions of the Plan; provided, that no
modification or amendment may be made which will deprive any Participant,
Inactive Participant, Former Participant, Beneficiary or other person receiving
a benefit under the Plan to which he would otherwise be entitled by reason of
his participation in the Plan of any vested benefit; provided, however, that
any amendment to the Plan which is deemed necessary or appropriate to bring the
Plan into conformity with Governmental regulations may be made (retroactively
if necessary) in order to qualify the Plan under the Code. The Company shall
furnish a copy of any amendment to the Plan to the Trustee as soon as
practicable following the adoption thereof.
16.02 Any such amendment, modification or alteration shall be
expressed in an instrument executed by the President or by a Vice President of
Reliance Electric Company, and shall become effective as of the date designated
in such instrument. Furthermore, unless proper exemption is granted, any
amendment to be effective for a Plan Year must be adopted no later than 2-1/2
months after the close of the Plan Year, or such longer period as is permitted
by the Internal Revenue Service and/or the Department of Labor of the U.S.
Government, and, if such amendment reduces the accrued benefit of any Employee,
such amendment shall not be effective unless approved by the Secretary of Labor
or unless he fails to take action disapproving such amendment within ninety
(90) days after receiving notice of it. Finally, no Plan amendment shall
affect the vesting of any Participant's benefits adversely.
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<PAGE> 66
ARTICLE XVII NON-ALIENATION OF BENEFITS
17.01 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void; nor shall any such benefit
be in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled to such benefit, except as
specifically provided in the Plan, or except as provided by a Qualified
Domestic Relations Order.
17.02 If any Participant, Inactive Participant, Former Participant,
Beneficiary, or any other person entitled to benefits under the Plan becomes
bankrupt or makes an assignment for the benefit of creditors, or in any way
suffers a lien or judgment against his personal assets or attempts to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
benefit under the Plan, except as specifically provided in the Plan, then such
benefit shall, in the discretion of the Administrative Committee, cease and
terminate, and in that event the Administrative Committee may hold or apply the
same or any part thereof to or for the benefit of such Participant, his spouse,
descendants (including any person adopted by such person or his descendants,
and descendants of such adopted persons), other dependents, other persons or
any of them, in such manner and in such proportion as the Administrative
Committee may think proper.
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<PAGE> 67
ARTICLE XVIII TOP-HEAVY PROVISIONS
18.01 If the Plan is determined to be a Top-Heavy Plan with respect
to any Plan Year, the provisions of this Article 17 shall govern
notwithstanding any contrary provisions in the Plan.
18.02 As of any Determination Date, as defined herein, the Plan will
be determined to be a Top-Heavy Plan if the sum of contributions due as of the
Determination Date on behalf of Key Employees, as defined herein, and the
aggregate of the balances of Accounts (as of the most recent Valuation Date
within the twelve-month period ending on the Determination Date) of Key
Employees exceeds 60% of a like sum of all Participants under the Plan or, if
the Plan is required to be included in an Aggregation Group, as set forth
herein, and such Aggregation Group is a Top-Heavy Group, as defined herein.
18.03 With respect to Section 18.02, the following definitions shall
apply:
(a) "Key Employee" means a "Key Employee" as described in section
416(i) of the Code which is hereby incorporated by reference
and who is described for informational purposes herein as any
Employee, Former Employee or Beneficiary who at any time during
the Plan Year of the four (4) preceding Plan Years is:
(i) an officer of the Employer having Total Remuneration
for the Plan Year of determination greater than fifty
percent (50%) of the amount specified in section
415(b)(1)(A) of the Code (plus any increase for
cost-of-living after 1989 as determined from time to
time pursuant to regulations issued by the Secretary of
the Treasury or his delegate pursuant to section 415(d)
of the Code);
(ii) a one-half of one percent (.5%) actual or constructive
owner of the Employer who owns one of the ten (10)
largest interests in the Employer and who is an
Employee of the Employer having Total Remuneration
greater than Thirty Thousand Dollars ($30,000.00) or,
if greater, the amount specified in section
415(c)(1)(A) of the Code (plus any increase for
cost-of-living after 1989 as determined from time to
time pursuant to regulations issued by the Secretary of
the Treasury or his delegate pursuant to section 415(d)
of the Code);
(iii) a five percent (5%) actual or constructive owner of
the Employer; or
(iv) a one percent (1%) actual or constructive owner of the
Employer having Total Remuneration from the Employer
for the Plan Year of determination greater than One
Hundred Fifty Thousand Dollars ($150,000.00); provided
that any such Employee also performed services for the
Employer during the five (5) Plan Year period ending on
the Determination Date; and provided that an amount
held for the
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<PAGE> 68
Beneficiary of a Key Employee who is deceased shall be deemed to be an
amount held for a Key Employee.
For purposes of clause (iii), the term "5% owner" means any
person who owns (or is considered as owning within the meaning
of section 318 of the Code) more than 5% of the outstanding
stock of the Employer or stock possessing more than 5% of the
total combined voting power of all stock of the Employer. For
purposes of clause (iv), the term "1% owner" means any person
who would be described above if "1%" were substituted for "5%"
each place it appears.
For purposes of this paragraph, a Beneficiary of a Key Employee
shall be deemed to be a Key Employee and subparagraph (C) of
section 318(a)(2) of the Code shall be applied by substituting
"5%" for "50%".
(b) A plan, including the Plan, shall be required to be included in
an Aggregation Group if it is described in (i) or (ii). An
"Aggregation Group" means--
(i) a qualified employee benefit plan of the Employer in
which a Key Employee is a participant, and
(ii) each other qualified employee benefit plan of the
Employer which enables any plan described in clause (i)
to meet the requirements of section 401(a)(4) or 410 of
the Code,
including each such plan which terminated during the five (5)
year period ending on the Determination Date.
(c) "Top-Heavy Group" means any Aggregation Group if--
(i) the sum (as of any Determination Date) of:
(a) the present value of the cumulative accrued
benefits for Key Employees under all defined
benefit plans included in such Aggregation
Group, and
(b) the aggregate of the Accounts of Key Employees
under all defined contribution plans included
in such Aggregation Group,
(ii) exceeds 60% of a similar sum determined for all
Employees.
For purposes of this paragraph, the present value of the
cumulative accrued benefit for any Employee, or the amount of
the Account of any Employee shall be increased by the aggregate
distributions made with respect to such Employee under a plan
during the five-year period ending on the Determination Date.
For purpose of this paragraph, except to the extent provided in
regulations, any rollover contribution (or similar transfer)
initiated by an Employee and made
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<PAGE> 69
after December 31, 1983 to a plan shall not be taken into account with
respect to the transferee plan for purposes of determining whether
such plan is a Top-Heavy Plan (or whether any Aggregation Group which
includes such plan is a Top-Heavy Group). For purpose of this
paragraph, if an individual is a Non-Key Employee with respect to any
plan for any plan year, but such individual was a Key Employee with
respect to such plan for any prior plan year, any accrued benefit for
such Employee (and the Account of such Employee) shall not be taken
into account.
(d) "Determination Date" means, with respect to any Plan Year--
(i) the last day of the preceding Plan Year, or
(ii) in the case of the first Plan Year, the last day of
such Plan Year.
(e) "Non-Key Employee" means any Employee who is not a Key Employee.
(f) For purposes of this Section 18.03, "Employer" means all
corporations which, with the Company, are members of a
controlled group of corporations within the meaning of section
1563(a), determined without regard to sections 1563(a)(4) and
(e)(3)(C) of the Code and "Employee" means an employee of the
Employer.
18.04 If the Plan is determined to be a Top-Heavy Plan with respect
to any Plan Year, the Employer contributions for such Plan Year for each
Participant who is a Non-Key Employee shall not be less than 3% of such
Participant's Compensation (and for this purpose, Salary Reduction
Contributions shall not be taken into account). Notwithstanding the foregoing,
if this Plan is a Top-Heavy Plan with respect to any Plan Year and if a
Participant who is a Non-Key Employee is also a participant in a defined
benefit pension plan maintained by the Employer, the top-heavy minimum benefit
shall be provided under such defined benefit pension plan.
18.05 If the Plan is determined to be a Top-Heavy Plan, the
definition of "Benefit Plan Fraction" and "Contribution Plan Fraction" in
Section 4.09(iv) and 4.09(vi) shall be applied by substituting "1.0" for
"1.25".
18.06 Notwithstanding the provisions of Section 18.05, if the Plan
is determined to be a Top-Heavy Plan, "1.0" shall not be substituted for
"1.25", as otherwise required by Section 18.05 if "4%" is substituted for "3%"
in Section 18.04 and if the Plan would not be a Top-Heavy Plan if "90%" were
substituted for "60%" in Section 18.02.
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<PAGE> 70
ARTICLE XIX MISCELLANEOUS
19.01 This Plan, and any trust agreement entered into pursuant to
Section 14.01 hereof, shall be construed, whenever possible, to be in
conformity with the requirements of the Code and ERISA. To the extent not in
conflict with the preceding sentence, the Plan and, unless otherwise provided
therein, any trust agreement, shall be construed according to the laws of the
State of Ohio (where the Company's principal office is located) and all
provisions thereof shall be administered according to the laws of such State,
and all persons accepting or claiming benefits under the Plan or any trust
agreement shall be deemed to consent to these provisions.
19.02 Whenever appropriate, the use of the masculine shall include
the feminine or neuter, the singular shall include the plural, and the plural
shall be restricted to mean the singular.
IN WITNESS WHEREOF, the Company has caused this document to be
executed at Cleveland, Ohio this 21st day of December, 1994.
RELIANCE ELECTRIC COMPANY
By: /s/ John D. Hutson
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<PAGE> 1
Exhibit 4(d)
AMENDMENT NO. 1
TO
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
This Amendment No. 1 is made this _______ day of _____________, 1995,
by Reliance Electric Company (the "Company");
WITNESSETH:
----------
WHEREAS, effective March 1, 1978, the Company established the Reliance
Electric Company Savings and Investment Plan (the "Plan") for the benefit of
its employees; and
WHEREAS, the Company amended and restated the Plan on several
occasions, most recently effective as of January 1, 1989; and
WHEREAS, pursuant to Section 16.1 of the Plan, the Company reserved
the right to amend the Plan; and
WHEREAS, the Company now desires to amend the Plan in order to obtain
a favorable determination letter from the Internal Revenue Service regarding
the Plan's tax qualified status;
NOW, THEREFORE, pursuant to Section 16.1 of the Plan, the Company
hereby amends the Plan, effective as of January 1, 1989, as follows:
(1) Section 1.11 of Article 1 of the Plan is hereby amended by the
deletion of subparagraph (a) of the second paragraph of said Section 1.11 in
its entirety and the substitution in lieu thereof of a new subparagraph (a) to
read as follows:
"(a) remuneration which is received by an Employee in cash or
in kind for the performance of services as an Employee for the
Employer and which must be reported as wages on the Employee's Form
W-2 for income tax purposes. Compensation shall be increased for
salary reduction contributions which are excluded from the taxable
income of the Employee under Code Sections 125, 402(a)(8) and
<PAGE> 2
402(h)(1)(B) and shall be reduced by all of the following amounts even
if they are taxable to the Employee:
(A) expense reimbursements, expense allowances or moving
expenses;
(B) cash and noncash fringe benefits and welfare benefits;
and
(C) deferred compensation; and"
(2) Section 1.28 of Article 1 of the Plan is hereby amended by the
addition at the end of said Section 1.28 of a new paragraph to read as follows:
"Notwithstanding the foregoing, a Leased Employee shall not be
considered an Employee of an Employer if:
(a) such Leased Employee is covered under a money purchase
pension plan which provides the following:
(i) a nonintegrated employer contribution formula of
at least ten percent (10%) of a participant's
Total Remuneration, as defined in Section 1.50
hereof, together with amounts contributed on his
behalf pursuant to a salary reduction agreement
which are excludable from the employee's gross
income pursuant to Sections 125, 402(a)(8),
402(h) or 403(b) of the Code;
(ii) immediate participation in said money purchase
pension plan; and
(iii) full and immediate vesting under said money
purchase pension plan; and
(b) Leased Employees do not constitute more than twenty
percent (20%) of the Employer's nonhighly compensated
employees."
(3) Section 1.50 of Article 1 of the Plan is hereby amended by the
deletion of the second sentence of said Section 1.50 in its entirety and the
substitution in lieu thereof of a new sentence to read as follows:
- 2 -
<PAGE> 3
"Total Remuneration shall be increased for salary reduction amounts
which are excluded from the taxable income of the Employee under
Sections 125, 402(e)(3) and 402(h)(1)(B) of the Code."
(4) Article 1 of the Plan is hereby amended by the addition at the
end thereof of a new Section 1.58 to read as follows:
"1.58 "Highly Compensated Employee" means an Employee or a former
Employee who is highly compensated for a Plan Year as described
in Section 414(q) of the Code, which is hereby incorporated by
reference. A Highly Compensated Employee is described for
informational purposes herein as an Employee during a Plan Year if
either:
(a) during the preceding Plan Year, he:
(i) was at any time a five percent (5%) or more
actual or constructive owner of a member of the
Employer;
(ii) received Total Remuneration from the Employer
greater than Seventy-Five Thousand Dollars
($75,000.00) (plus any increase for cost of
living after 1987 as determined by the Secretary
of the Treasury or his delegate);
(iii) received Total Remuneration from the Employer
greater than Fifty Thousand Dollars
($50,000.00) (plus any increase for cost of
living after 1987 as determined by the Secretary
of the Treasury or his delegate) and was in the
"top paid group" of Employees of the Employer for
such Plan Year; or
(iv) was at any time an officer of the Employer and
received Total Remuneration greater than
Forty-Five Thousand Dollars ($45,000.00) or, if
greater, fifty percent (50%) of the amount
specified in Section 415(b)(1)(A) of the Code for
such Plan Year (plus any increase for cost of
living after 1987 as determined by the Secretary
of the Treasury or his delegate); or
(b) during the current Plan Year, he either:
(i) was at any time a five percent (5%) or more
actual or constructive owner of the Employer; or
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<PAGE> 4
(ii) was one of the one hundred (100) highest paid
Employees of the Employer for the current Plan
Year and meets the requirements of (a)(ii),
(a)(iii) or (a)(iv) above for the current Plan
Year.
For purposes of determining the members of the "top paid group" under
subsection (a)(iii) above, an Employee is a member of the top paid group for
any Plan Year if for such Plan Year the Employee is a member of a group
consisting of the top paid twenty percent (20%) of Employees of the Employer
ranked on the basis of Total Remuneration from the Employer paid during the
Plan Year. In determining the members of the top paid group, the following
Employees shall be excluded:
(A) Employees who have not completed six (6) months of
service;
(B) Employees who normally work less than seventeen and
one-half (17-1/2) hours per week;
(C) Employees who normally work during not more than six
(6) months during any year;
(D) Employees who have not attained age twenty-one (21);
(E) except to the extent provided in regulations, Employees
who are included in a unit of Employees covered
by an agreement which the Secretary of Labor finds to
be a collective bargaining agreement between employee
representatives and the Employer; and
(F) Employees who are nonresident aliens and who receive no
earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer which
constitutes income from sources within the United
States (within the meaning of Section 861(a)(3) of the
Code).
The Company may elect (in such manner as may be provided by the Secretary of
the Treasury or his delegate) to apply subsections (A), (B), (C), or (D) above
by substituting a shorter period of service, smaller number of hours or months,
or lower age for the period of service, number of hours or months, or age (as
the case may be) than that specified in such subsection.
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<PAGE> 5
For purposes of determining the number and identity of "officers" in
subsection (a)(iv) above:
(1) The total number of Employees treated as officers shall
be limited to the lesser of:
(I) fifty (50); or
(II) the greater of three (3) Employees or ten
percent (10%) of all Employees of the Employer;
but
(2) If no Employee would be described as an officer
pursuant to subsection (a)(iv), the highest
paid officer shall be treated as described in such
subsection.
A Highly Compensated Former Employee is described for informational
purposes herein as a former Employee if either:
(a) such former Employee was a Highly Compensated Employee
when such former Employee terminated his employment; or
(b) such former Employee was a Highly Compensated Employee
at any time after attaining age fifty-five (55).
If any individual is a member of the family of a five percent (5%)
owner or of a Highly Compensated Employee in the group consisting of the ten
(10) Highly Compensated Employees paid the greatest Total Remuneration by the
Employer during the Plan Year, then for purposes of any Section of this Plan
which uses the term Highly Compensated Employee, (A) such individual shall not
be considered a separate Employee, and (B) any such Total Remuneration paid to
such individual by the Employer (and any applicable contribution or benefit on
behalf of such individual) shall be treated as if it were paid to (or on behalf
of) the Highly Compensated Employee. For purposes of the foregoing, the word
"family" shall mean, with respect to any Employee, such Employee's spouse and
lineal ascendants or descendants and the spouses of such lineal ascendants or
descendants. Notwithstanding the
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<PAGE> 6
foregoing, for purposes of Section 1.11 of the Plan, the word "family" shall
only include the Employee's spouse and lineal descendants under age nineteen
(19)."
(5) Section 4.08 of Article 4 of the Plan is hereby amended by the
deletion of subparagraph (i)(d) of the third paragraph of said Section 4.08 in
its entirety and the substitution in lieu thereof of a new subparagraph (i)(d)
to read as follows:
"(d) unless the provisions of this subparagraph (d) cease to
be required by the Code, amounts allocated, in
taxable years beginning after March 31, 1984, to an
individual medical account, as defined in Section
415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by an Employer and amounts
derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such
date, which are attributable to the separate account of
a key employee, as defined in Section 419A(d)(3) of the
Code, under a welfare benefit fund, as defined in
Section 419(e) of the Code, maintained by an Employer."
(6) Section 4.08 of Article 4 of the Plan is hereby amended by the
deletion of subparagraph (d)(iv) of the third paragraph of said Section 4.08 in
its entirety and the substitution in lieu thereof of a new subparagraph (d)(iv)
to read as follows:
"(iv) "Benefit Plan Fraction" means a fraction, the numerator
of which is the projected annual benefit of the
Participant under all Benefit Plans (whether or not
terminated), determined as of the close of the Plan
Year, and the denominator of which is the lesser of:
(a) the product of 1.25 multiplied by the dollar
limitation in effect under Section 415(b)(1)(A) of the
Code for said Plan Year, or (b) the product of 1.4
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<PAGE> 7
MULTIPLIED by the amount which may be taken
into account under Section 415(b)(1)(B) of the Code
with respect to such Participant for said Plan Year."
(7) Section 4.08 of Article 4 of the Plan is hereby amended by the
deletion of subparagraph (d)(vi) of the third paragraph of said Section 4.08 in
its entirety and the substitution in lieu thereof of a new subparagraph (d)(vi)
to read as follows:
"(vi) "Contribution Plan Fraction" means a fraction, the
numerator of which is the sum of the Annual
Additions to the Participant's Accounts under all
Contribution Plans (whether or not terminated), as of
the close of the Plan Year, and the denominator of
which is the sum of the lesser of the following amounts
determined for said Plan Year and each prior year of
service: (a) the product of 1.25 multiplied by the
dollar limitation in effect under Section 415(c)(1)(A)
of the Code, or (b) the product of 1.4 multiplied by
the amount which may be taken into account under
415(c)(1)(B) of the Code with respect to such
Participant."
(8) Section 4.09 of Article 4 of the Plan is hereby amended by the
deletion of said Section 4.09 in its entirety and the substitution in lieu
thereof of a new Section 4.09 to read as follows:
"4.09 Notwithstanding the foregoing provisions of
this Article, the Employer may contribute to the Trust Fund
additional amounts which are to be credited to the Accounts of
Participants who are not "highly compensated employees", as
defined in Section 414(q) of the Code and/or the regulations
issued thereunder, as additional Matching Employer Contributions
so as to
- 7 -
<PAGE> 8
assure satisfaction of the discrimination tests of Section
401(k) of the Code and/or the regulations issued thereunder, as
described in Section 5.03 hereof."
(9) Section 5.03 of Article 5 of the Plan is hereby amended by the
addition at the end of said Section 5.03 of the following:
"In addition, all Participant contributions made
pursuant to Code Section 401(k) under one or more plans that are
aggregated with the Plan for purposes of Code Sections 401(a)(4)
and 410(b) (other than Section 410(b)(2)(A)(ii)) shall be
treated as though they were made under the Plan."
(10) Section 5.04 of Article 5 of the Plan is hereby amended by the
addition at the end of said Section 5.04 of the following:
"In addition, all contributions made pursuant to Code
Section 401(m) under one or more plans that are aggregated with
the Plan for purposes of Code Sections 401(a)(4) and 410(b)
(other than Section 410(b)(2)(A)(ii)) shall be treated as though
they were made under the Plan."
(11) Section 5.07 of Article 5 of the Plan is hereby amended by the
deletion of the third, fourth and fifth sentences of said Section 5.07 in their
entireties and the substitution in lieu thereof of new sentences to read as
follows:
"In the event that such action shall fail to prevent the excess, prior
contributions made pursuant to Sections 3.01 and 3.02 hereof shall be
distributed to the Participant on whose behalf such contribution was
made. In the event of such a distribution, the Account of such
Participant shall be debited with the amount of such distribution."
(12) Section 8.01 of Article 8 of the Plan is hereby amended by the
deletion of said Section 8.01 in its entirety and the substitution in lieu
thereof of a new Section 8.01 to read as follows:
- 8 -
<PAGE> 9
"8.01 Each Participant, Inactive Participant, Former
Participant and Beneficiary shall be fully and immediately
vested in that portion of his Account which is attributable to
any contributions made by him or on his behalf except that
portion of his Account which is attributable to Matching
Employer Contributions made pursuant to Sections 4.01, 4.02,
4.10 and 4.11 hereof."
(13) Section 9.01 of Article 9 of the Plan is hereby amended by the
deletion of the fourth paragraph of said Section 9.01 in its entirety and the
substitution in lieu thereof of a new paragraph to read as follows:
"Notwithstanding the foregoing, if the value of a
Participant's Account does not exceed and at the time of any
prior distribution did not exceed $3,500, distribution shall be
made to such Participant in the form of a single lump sum
distribution as soon as practicable following his retirement or
Severance from Service Date; provided, however, that if such a
Participant retires or separates from service during the
Pendency of an Initial Public Offering, such a Participant may
elect to receive his Vested Interest:
(a) in a single lump sum distribution as soon as
practicable following his retirement or Severance from
Service Date, or
(b) in two distributions, with the value of his account
which is not invested in the Company Stock Fund
distributed to him as soon as practicable following his
retirement or Severance from Service Date, and the
value of his Account which is invested in the Company
Stock Fund distributed to him as soon as practicable
following the end of the Pendency of the Initial Public
Offering; or
- 9 -
<PAGE> 10
(c) in a single lump sum distribution as soon as
practicable following the end of the Pendency
of the Initial Public Offering."
(14) Section 18.03 of Article 18 of the Plan is hereby amended by the
deletion of paragraph (b) of said Section 18.03 in its entirety and the
substitution in lieu thereof of a new paragraph (b) to read as follows:
"(b) A plan, including the Plan, shall be required to be
included in an Aggregation Group if it is described
in (i) or (ii). An "Aggregation Group" means--
(i) a qualified employee benefit plan of the Employer
in which a Key Employee is a participant, and
(ii) each other qualified employee benefit plan of the
Employer which enables any plan described in
clause (i) to meet the requirements of Section
401(a)(4) or 410 of the Code,
including each such plan which terminated during the
five (5) year period ending on the Determination Date."
IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 1 to be executed as of the day and year first above
written.
RELIANCE ELECTRIC COMPANY
("Company")
By: ________________________________
And: ________________________________
85\10226MLA.60N
- 10 -
<PAGE> 1
Exhibit 4(e)
AMENDMENT NO. 2
TO
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
This Amendment No. 2 is made this _______ day of _____________, 1995, by
Reliance Electric Company (the "Company");
WITNESSETH:
----------
WHEREAS, effective March 1, 1978, the Company established the Reliance
Electric Company Savings and Investment Plan (the "Plan") for the benefit of
its employees; and
WHEREAS, the Company amended and restated the Plan on several occasions,
most recently effective as of January 1, 1989; and
WHEREAS, pursuant to Section 16.1 of the Plan, the Company reserved the
right to amend the Plan; and
WHEREAS, on or about January 27, 1995, substantially all of the outstanding
stock of the Company was acquired by Rockwell International Corporation for
cash; and
WHEREAS, as the result of such acquisition, the Company desires to change
the Plan's investment provisions; and
WHEREAS, effective as of October 1, 1995, the Company also desires to revise
the amount of matching contribution made to the Plan and the manner of
investment of such matching contribution;
NOW, THEREFORE, pursuant to Section 16.1 of the Plan, the Company hereby
amends the Plan, effective as of the dates hereinafter set forth, as follows:
<PAGE> 2
(1) Section 1.02 of Article 1 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 1.02 in its entirety and
the substitution of a new Section 1.02 to read as follows. Consistent with
this revision, the Plan is hereby further amended by the deletion of the words
"Administrative Committee" wherever such words appear and the substitution in
lieu thereof of the words "Plan Administrator."
"1.02 "Plan Administrator" means, for periods prior to October 1, 1995, the
administrative committee appointed to administer the Plan in accordance with
Section 14.03 hereof, and for periods on and after October 1, 1995, the
person or entity so designated by name or corporate office by the Board of
Directors."
(2) Section 1.07 of Article 1 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 1.07 in its entirety and
the substitution in lieu thereof of a new Section 1.07 to read as follows:
"1.07 "Board of Directors" means the Board of Directors of the Company or,
where applicable, the Board of Directors of Rockwell."
(3) Article 1 of the Plan is hereby amended, effective as of October 1,
1995, by the addition at the end thereof of new Sections 1.59, 1.60, 1.61,
1.62, 1.63, 1.64 and 1.65 to read as follows:
"1.59 "Affiliated Company" means Reliance Electric Company and:
2
<PAGE> 3
(a) Rockwell;
(b) any corporation incorporated under the laws of one of the United
States of America of which the Company or Rockwell owns, directly or
indirectly, eighty percent (80%) or more of the combined voting power
of all classes of stock or eighty percent (80%) or more of the total
value of the shares of all classes of stock (all within the meaning of
Section 1563 of the Code);
(c) any partnership or other business entity organized under such laws, of
which the Company or Rockwell owns, directly or indirectly, eighty
percent (80%) or more of the voting power or eighty percent (80%) or
more of the total value (all within the meaning of Section 414 (c) of
the Code); and
(d) any other company deemed to be an Affiliated Company by the Board of
Directors of Rockwell.
1.60 "Common Stock" means the common stock, other than the Class A common
stock, of Rockwell.
1.61 "Consolidated Net Sales" means the consolidated net sales of Rockwell
Automation as reported to Rockwell from time to time in accordance with
Rockwell's internal reporting policies and procedures.
1.62 "Fiscal Year" means the annual accounting period of Rockwell which is
currently the twelve (12) month period
3
<PAGE> 4
commencing on October 1 and ending on the following September 30.
1.63 "Rockwell" means Rockwell International Corporation, a Delaware
corporation.
1.64 "Rockwell Automation" means the Rockwell Automation business carried
on by direct or indirect subsidiaries and other business units of the Company
and Rockwell, as such business is defined from time to time for Rockwell's
external reporting purposes.
1.65 "Tender Offer" means any tender offer for, or request or invitation
for tenders of, the Common Stock and/or Class A Stock subject to Section
14(d)(1) of the Securities Exchange Act of 1934, as amended, or any
regulation thereunder, except for any such tender offer or request or
invitation for tenders made by the Company or any Affiliated Company."
(4) Section 4.01 of Article 4 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 4.01 in its entirety and
the substitution in lieu thereof of a new Section 4.01 to read as follows:
"4.01 Subject to the provisions of Section 10.02, the Employer shall make
Matching Employer Contributions to the Trust Fund in an amount which (when
added to forfeitures, if any) will be equal to the percentage computed on a
quarterly basis pursuant to the provisions of paragraph (i) below of
4
<PAGE> 5
each Participant's Basic Salary Reduction Contributions for the corresponding
period:
(i) Subject to the adjustments and limitations described in paragraph (ii)
below, the Matching Employer Contribution shall be equal to the
applicable percentage set forth in the following schedule, based upon
growth in Consolidated Net Sales, using the year-to-date Consolidated
Net Sales figures for previous fiscal quarter and comparing the said
figures to the year-to-date Consolidated Net Sales figures for the
corresponding period in the previous Fiscal Year:
<TABLE>
<CAPTION>
CONSOLIDATED NET MATCH
---------------- -----
SALES INCREASE PERCENTAGE
---------------- ----------
<S> <C>
Less than 6% 50%
6% but less than 8% 66.7%
8% but less than 10% 83.3%
10% or more 100%
</TABLE>
(ii) In determining the applicable Match Percentage under paragraph (i)
above, the applicable Consolidated Net Sales figures shall be
adjusted, if circumstances should so require, to reflect:
(A) net sales of any stand-alone business which is associated with
Rockwell Automation and which is acquired by the Company or
Rockwell during the current Fiscal Year or the previous Fiscal
Year; and
5
<PAGE> 6
(B) net sales of any divested stand-alone Rockwell Automation business
which was sold during the current Fiscal Year or the previous
Fiscal Year.
No Matching Employer Contributions shall be made on behalf of any
Participant who has not completed a year of Credited Service. In addition,
no Matching Employer Contributions shall be made with respect to a
Participant's Supplemental Employee Contributions or Supplemental Salary
Reduction Contributions. The Employer may make its Matching Employer
Contributions for any period prior to the time the Basic Salary Reduction
Contributions are made for such period."
(5) Section 4.03 of Article 4 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 4.03 in its entirety and
the substitution in lieu thereof of a new Section 4.03 to read as follows:
"4.03 Contributions to the Plan generally shall be made in the form of
cash. Notwithstanding the foregoing, effective January 1, 1990, subject to
Section 4.05, fifty percent (50%) of the Matching Employer Contributions to
the Plan pursuant to Section 4.01 hereof on behalf of those Participants
who are not Management Investors shall be made either in the form of
Company Stock or in the form of cash, which cash amount shall be invested
by the Trustee in Company Stock to the extent available. Effective
April 1, 1992, subject to Section 4.05,
6
<PAGE> 7
fifty percent (50%) of all Matching Employer Contributions to the Plan
pursuant to Section 4.01 hereof shall be made either in the form of Company
Stock or in the form of cash, which cash amount shall be invested by the
Trustee in Company Stock to the extent available. Notwithstanding the
foregoing, effective upon the first day of the month during which an Initial
Public Offering is completed and prior to November 30, 1994, subject to
Section 4.05, one hundred percent (100%) of the Matching Employer
Contributions to the Plan pursuant to Section 4.01 hereof shall be made
either in the form of Company Stock or in the form of cash, which cash amount
shall be invested by the Trustee in Company Stock to the extent available.
Effective October 1, 1995, Employer Matching Contributions to the Plan shall,
at the discretion of the Board of Directors, be made either in the form of
Common Stock or in the form of cash, which cash amount shall be invested by
the Trustee in Common Stock as soon as practicable following the
contribution. Common Stock shall be valued at the closing price reflected on
the New York Stock Exchange - Composite Transactions listing as of the
Valuation Date."
(6) Section 4.05 of Article 4 of the Plan is hereby amended, effective as
of January 1, 1995, by the addition at the end thereof of a new sentence to
read as follows:
"Any Matching Employer Contributions which are made on or after December 31,
1994 shall be invested pursuant to the
7
<PAGE> 8
directions received from Participants pursuant to Section 6.02 hereof."
(7) Section 4.05 of Article 4 of the Plan is hereby further amended,
effective as of October 1, 1995, by the addition at the end thereof of a new
sentence to read as follows:
"Any Matching Employer Contributions which are made on or after October 1,
1995 shall be made in the form of or invested in Common Stock in accordance
with the provisions of Section 4.01 hereof."
(8) Section 6.01 of Article 6 of the Plan is hereby amended, effective as
of April 1, 1995, by the deletion of Option 6 thereof and by the corresponding
deletion of all references to the Company Stock Fund. Option 7 of said Section
6.01 shall be renumbered Option 6. Any amounts which were credited to the
Company Stock Fund as of March 31, 1995 shall be transferred effective April 1,
1995 to Fund B. If any Participant shall have an investment direction in
effect on April 1, 1995 which indicates that future contributions made to the
Plan on his behalf shall be invested in the Company Stock Fund, such future
contributions shall be invested in Fund B unless and until the Participant
shall file a new investment direction designating a different method of
investment.
(9) Section 6.01 of Article 6 of the Plan is hereby further amended,
effective as of October 1, 1995, by the addition of two new Funds to the first
paragraph of said Section 6.01 which shall be described as follows:
8
<PAGE> 9
"(7) ROCKWELL STOCK FUND A, which shall consist of all cash, Common Stock and
the proceeds and income therefrom, attributable to Matching Employer
Contributions and Supplemental Matching Employer Contributions.
Participants will not be allowed to elect to have their Salary Reduction
Contributions and Supplemental Employee Contributions invested in
Rockwell Stock Fund A.
(8) ROCKWELL STOCK FUND B, which shall consist of cash, Common Stock and the
proceeds and income therefrom, attributable to contributions other than
Matching Employer Contributions and Supplemental Matching Employer
Contributions."
(10) Section 6.02 of Article 6 of the Plan is hereby amended, effective as
of April 1, 1995, by the addition at the end thereof of a new sentence to read
as follows:
"Effective as of April 1, 1995, Salary Reduction Contributions, Supplemental
Employee Contributions and, except as provided in Sections 4.03, 4.04, 4.05
and 4.11 hereof, Matching Employer Contributions credited to a Participant's
Account shall be invested in whole in Fund A, Fund B, Fund C, Fund D or Fund
E, or in 5% increments among such Funds pursuant to the election of the
Participant."
(11) Section 6.02 of Article 6 of the Plan is hereby further amended,
effective as of October 1, 1995, by the addition at the end thereof of a new
sentence to read as follows:
9
<PAGE> 10
"Effective as of October 1, 1995, Salary Reduction Contributions,
Supplemental Employee Contributions and, if a Participant who has attained
age 65 makes the election described in Section 6.04 hereof, Matching Employer
Contributions credited to such Participant's Account shall be invested in
whole in Fund A, Fund B, Fund C, Fund D, Fund E or Rockwell Stock Fund B, or
in 5% increments among such Funds pursuant to the election of the
Participant."
(12) Section 6.04 of Article 6 of the Plan is hereby amended, effective as
of April 1, 1995, by the deletion of the third sentence of said Section 6.04 in
its entirety and the substitution in lieu thereof of the following:
"Effective January 1, 1994 and prior to March 31, 1995, a Participant,
Inactive Participant or Former Participant may direct a change with respect
to the existing balance of his Account in Fund A, Fund B (subject to the
subsequent provisions of this Section 6.04), Fund C, Fund D, Fund E (subject
to the subsequent provisions of this Section 6.04), the Exxon Stock Fund or
the Company Stock Fund (subject to the subsequent provisions of this Section
6.04), in accordance with the rules and procedures established by the
Administrative Committee, uniformly and nondiscriminatorily applied.
Effective April 1, 1995, a Participant, Inactive Participant or Former
Participant may direct a change with respect to the existing balance of his
Account in Fund A, Fund B (subject to the subsequent provisions of this
Section 6.04),
10
<PAGE> 11
Fund C, Fund D, Fund E (subject to the subsequent provisions of this Section
6.04) or the Exxon Stock Fund, in accordance with the rules and procedures
established by the Administrative Committee, uniformly and
nondiscriminatorily applied."
(13) Section 6.04 of Article 6 of the Plan is hereby amended, effective as
of October 1, 1995, by the addition after the fourth sentence of said Section
6.04 of the following:
"Effective October 1, 1995, a Participant, Inactive Participant or Former
Participant may direct a change with respect to the existing balance of his
Account in Fund A, Fund B (subject to the subsequent provisions of this
Section 6.04), Fund C, Fund D, Fund E (subject to the subsequent provisions
of this Section 6.04), the Exxon Stock Fund or Rockwell Stock Fund B (subject
to the subsequent provisions of this Section 6.04), in accordance with the
rules and procedures established by the Plan Administrator, uniformly and
nondiscriminatorily applied.
In addition to the elections available under this Section 6.04, the
following elections shall be available to eligible Participants:
(i) A Participant, Inactive Participant or Former Participant who has not
attained age fifty-five (55) may elect once in each calendar
year, by giving the Company notice of such election, to have ten
percent (10%) of the total value of his Account
11
<PAGE> 12
(or 100% of such total value, if $25.00 or less) which is
invested in Rockwell Stock Fund B, transferred, in increments of five
percent (5%), into Fund A, Fund B, Fund C, Fund D or Fund E.
(ii) A Participant, Inactive Participant or Former Participant who has
attained age fifty-five (55), but not age sixty-five (65), may elect
once in each calendar year, by giving the Company notice of such
election, to have fifty percent (50%) of the total value of his
Account (or 100% of such total value, if $25.00 or less) which is
invested in Rockwell Stock Fund B, transferred, in increments of five
percent (5%), into Fund A, Fund B, Fund C, Fund D or Fund E; provided,
however, that the Participant may not make an election under this
paragraph (ii) during the same calendar year in which an election has
been made under paragraph (i).
(iii) A Participant or Inactive Participant who is still an Employee and has
attained age sixty-five (65) or a retired Participant who has
elected to defer his distribution pursuant to Section 9.01 may elect
once each calendar month after his attainment of age sixty-five (65)
to have the total value or a portion (in 5% increments) of the total
value of his Account which is invested in Rockwell Stock Fund A and
Rockwell Stock Fund B, transferred, in
12
<PAGE> 13
increments of five percent (5%), into Fund A, Fund B, Fund C, Fund D
or Fund E.
If, as a result of an election made pursuant to paragraph (iii) above, one
hundred percent (100%) of the Participant's interest in Rockwell Stock Fund A
has been transferred to other Investment Funds, all subsequent Matching
Employer Contributions, if any, made to the Participant's Account after the
effective date of the said election shall be made in cash and shall be
invested in the same manner as are the investments described in this Section
6.04.
If less than one hundred percent (100%) of the Participant's interest in
Rockwell Stock Fund A has been so transferred, such Matching Employer
Contributions shall continue to be made in the manner described in Section
4.03."
(14) Section 6.06 of Article 6 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 6.06 in its entirety and
the substitution in lieu thereof of a new Section 6.06 to read as follows:
"6.06 Except as provided in Sections 4.03, 4.04, 4.05, and Section 4.11
hereof, Matching Employer Contributions with respect to a Participant's
Account shall be credited to the same fund as the other contributions which
are credited to the Participant's Account. Cash dividends and the cash
proceeds of any other distributions received on funds held in Fund A, Fund C,
Fund D, the Exxon Stock Fund, Rockwell Stock Fund A or Rockwell Stock Fund B
shall be invested in accordance with the
13
<PAGE> 14
terms of Fund A, Fund C, Fund D, the Exxon Stock Fund, Rockwell Stock Fund A
or Rockwell Stock Fund B. The return on investment of Fund B shall be
invested in accordance with the terms of Fund B."
(15) Article 6 of the Plan is hereby amended, effective as of October 1,
1995, by the addition of a new Section 6.11 to read as follows and by the
renumbering of current Section 6.11 as Section 6.12:
"6.11 Except as otherwise provided in this Section 6.11, the duty with
respect to the voting, retention, and tendering of Common Stock held in
Rockwell Stock Fund A or Rockwell Stock Fund B shall be solely that of the
Trustee, to be exercised solely in the Trustee's discretion.
With respect to any matter as to which a vote of the outstanding shares of
Common Stock is solicited:
(i) the Trustee shall solicit the direction in writing of each
Participant, as to the manner in which voting rights of the
Participant's vested and non-vested shares of Common Stock held in or
credited to Rockwell Stock Fund A or Rockwell Stock Fund B as of the
record date fixed for determining the holders of Common Stock entitled
to vote on such matter are to be exercised with respect to such
matter, and the Trustee shall exercise the voting rights of such
shares with respect to such matter
14
<PAGE> 15
in accordance with the last-dated timely written direction, if any, of
such Participant; and
(ii) the Trustee, in its sole discretion, shall exercise voting rights of
shares of Common Stock held in Rockwell Stock Fund A or Rockwell Stock
Fund B as to which no timely direction has been received pursuant to
paragraph (i).
In the event of any Tender Offer:
(i) the Trustee shall solicit the direction in writing of each
Participant, as to the tendering or depositing of any vested or
non-vested shares of Common Stock held in Rockwell Stock Fund A or
Rockwell Stock Fund B as of the Tender Date with respect to such
Participant or have been credited as of such Tender Date to the
Accounts in Rockwell Stock Fund B of such Participant, and, except as
limited below, the Trustee shall tender or deposit such shares
pursuant to any such Tender Offer in accordance with the last-dated
timely written direction, if any, of such Participant; and
(ii) the Trustee shall, in its sole discretion, have the duty, except as
limited below, with respect to the retention, tendering or depositing
of shares of Common Stock held in Rockwell Stock Fund A or Rockwell
Stock Fund B as to which no timely
15
<PAGE> 16
direction in writing has been received pursuant to paragraph (i).
Shares of Common Stock held in Rockwell Stock Fund A or Rockwell Stock Fund
B shall not be tendered or deposited by the Trustee pursuant to any such
Tender Offer until the earliest of:
(i) the date immediately preceding the scheduled expiration of the Tender
Offer pursuant to which such shares are to be tendered or deposited,
or
(ii) the date immediately preceding the expiration of the period during
which such shares of Common Stock will be taken up and paid for on a
pro rata basis pursuant to such Tender Offer, or
(iii) the expiration of 30 days from the date of the Trustee's
solicitation of the Participant's written direction pursuant to
this Section 6.11.
The duty with respect to the withdrawing of, or other exercise of any right
to withdraw, shares of Common Stock held in Rockwell Stock Fund A or Rockwell
Stock Fund B which have been tendered or deposited pursuant to any such
Tender Offer shall be solely that of the Trustee, provided that the Trustee
may solicit the direction in writing of each Participant with respect to whom
any such shares of Common Stock have been tendered or deposited pursuant to
any such Tender Offer as to the withdrawing of, or other exercise of any
right to withdraw, such shares of Common Stock and, if such
16
<PAGE> 17
solicitation is made, the Trustee shall act in accordance with the last dated
timely written direction, if any, of each such Participant.
As used herein, the term "Tender Date" means the date on which the Trustee
tenders or deposits any shares of the Common Stock either representing the
vested or non-vested interest of such Participant in Rockwell Stock Fund A or
credited to the Accounts in Rockwell Stock Fund B of such Participant."
(16) Section 7.01 of Article 7 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 7.01 in its entirety and
the substitution in lieu thereof of a new Section 7.01 to read as follows:
"7.01 The Plan Administrator shall determine the value of each Participant's
Account based on the fair market value of Funds A, B, C, D, E, the Exxon
Stock Fund, Rockwell Stock Fund A and Rockwell Stock Fund B not less
frequently than as of the end of each month."
(17) Section 7.03 of Article 7 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 7.03 in its entirety and
the substitution in lieu thereof of a new Section 7.03 to read as follows:
"7.03 As soon as practicable following the end of each Plan Year, and at
such other times as the Plan Administrator deems appropriate, the Plan
Administrator shall deliver or mail to each Participant, Inactive
Participant, Former Participant and Beneficiary who is entitled to receive a
17
<PAGE> 18
benefit under the Plan a statement setting forth the fair market value of his
Account in Funds A, B, C, D, E, the Exxon Stock Fund, Rockwell Stock Fund A
and Rockwell Stock Fund B as of the end of such Plan Year."
(18) Section 9.01 of Article 9 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 9.01 in its entirety and
the substitution in lieu thereof of a new Section 9.01 to read as follows:
"9.01 A Participant who retires can elect to receive a distribution of his
Account in a single lump sum distribution (a) as soon as practicable
following his date of retirement, (b) during the month of January which
immediately follows the calendar year in which he retires, or (c) except as
provided in Section 9.08, on any date on or after his attainment of age 65.
A Participant who separates from service prior to his Normal Retirement Date
or Early Retirement Date can elect to receive a distribution of his Vested
Interest in a single lump sum (a) as soon as practicable following his
Severance from Service Date, (b) except as provided in Section 9.08 on any
date on or after his attainment of age 65, or (c) if the Participant has
completed ten (10) Years of Credited Service, on his 55th birthday.
Notwithstanding the foregoing, if the value of a Participant's Account does
not exceed and at the time of any prior distribution did not exceed $3,500,
distribution shall
18
<PAGE> 19
be made to such Participant in the form of a single lump sum distribution as
soon as practicable following his retirement or Severance from Service Date."
(19) Section 9.03 of Article 9 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of said Section 9.03 in its entirety and
the substitution in lieu thereof of a new Section 9.03 to read as follows:
"9.03 Except with respect to Rockwell Stock Fund A and Rockwell Stock Fund
B, a Participant generally shall receive payment of his Vested Interest in
the form of cash; provided, however, that if sufficient cash is not available
to make cash distributions to all similarly situated Participants who have a
Vested Interest in the Exxon Fund, the Plan Administrator shall have the
discretion to direct the Trustee to make distributions to such Participants
in the form of whole shares of Exxon Stock, plus cash for the value of any
fractional shares. With respect to Rockwell Stock Fund A and Rockwell Stock
Fund B, a Participant shall receive payment of his Vested Interest in such
Funds in the form of Common Stock equal in number to the maximum number of
whole shares of Common Stock which could be purchased at the closing price of
Common Stock as reflected on the New York Stock Exchange -- Composite
Transactions listing as of the Valuation Date, plus cash for the value of any
fractional shares. In addition, the Participant shall be paid in cash the
amount of any cash dividends received since the last Valuation Date
attributable
19
<PAGE> 20
to the number of whole shares of Common Stock distributable to him as
described in this Section 9.03 and the dollar value of any contributions to
Rockwell Stock Fund A and Rockwell Stock Fund B in respect of such
Participant between the last Valuation Date and the date of payment. In
addition, any Participant may elect in writing to receive that portion of his
Vested Interest in the Exxon Fund in whole shares of Exxon Stock, plus cash
for the value of any fractional shares."
(20) Section 9.06 of Article 9 of the Plan is hereby amended, effective as
of January 1, 1993, by the deletion of said Section 9.06 in its entirety and
the substitution in lieu thereof of a new Section 9.06 to read as follows:
"9.06 Each Participant shall have the right from time to time to file with
the Administrative Committee a designation of Beneficiary to receive death
benefits payable under the Plan upon the Participant's death. The Beneficiary
shall elect to receive any amounts distributable to him from the Plan in the
form of a lump sum distribution or in approximately equal annual installments
over more than one (1) year but not more than five (5) years, subject to any
generally applicable restrictions in the Plan. Notwithstanding the foregoing,
a Participant who had elected a form of distribution with respect to his
Beneficiary prior to January 1, 1993 may elect to continue such election in
effect by filing with the Administrative Committee such forms or notices as
the Committee may require."
20
<PAGE> 21
(21) Section 10.01 of Article 10 of the Plan is hereby amended, effective
as of October 1, 1995, by the deletion of paragraphs (c) and (d) of said
Section 10.01 in their entireties and the substitution in lieu thereof of new
paragraphs (c) and (d) to read as follows:
"(c) A participant or Inactive Participant not described in (a) above may
withdraw his Vested Interest attributable to Matching Employer
Contributions (other than Matching Employer Contributions invested in
Rockwell Stock Fund A) provided that the amounts to be withdrawn were
contributed to the Plan at least 24 months prior to the date of
withdrawal. Notwithstanding the foregoing, in the event a Participant
or Inactive Participant not described in (a) above has been a
Participant in the Plan for a five year period, such Participant or
Inactive Participant may withdraw 100% of his Vested Interest
attributable to Matching Employer Contributions (other than Matching
Employer Contributions invested in Rockwell Stock Fund A).
(d) In the case of financial hardship, a Participant or Inactive
Participant, even though described in (a) above, may withdraw
his Vested Interest attributable to Matching Employer Contributions as
described in Section 10.01(c) above (but not including Matching
Employer Contributions invested in Rockwell Stock Fund A) and that
part of the balance of his Account (including earnings on his Salary
21
<PAGE> 22
Reduction Contributions through December 31, 1988) which is
attributable to Salary Reduction Contributions. For the purpose of
this paragraph, a withdrawal will be on account of financial hardship
if the withdrawal is necessary in light of an immediate and heavy
financial need of the Participant or Inactive Participant and is
necessary to satisfy such financial need. Such withdrawal based upon
financial hardship cannot exceed the amount required to meet the
financial need created by the hardship. The determination of the
existence of financial hardship and the amount required to meet the
financial need shall take into account all non-hardship distributions
and nontaxable loans available under the Plan and other tax qualified
plans of the Employer and shall be made in accordance with the
hardship provisions of Section 401(k) of the Code and with uniform
and nondiscriminatory standards established by the Plan Administrator.
In accordance with the foregoing, the Plan Administrator has
established that a Participant or Inactive Participant will be deemed
to have an immediate and heavy financial need and, therefore, will
qualify for a financial hardship withdrawal if the purpose of the
withdrawal is on account of the following:
(i) medical expenses described in Section 213(d) of the Code
incurred by the Participant, the Inactive Participant or
22
<PAGE> 23
such individual's spouse, or any dependents of the
Participant or Inactive Participant (as defined in Section
152 of the Code) or amounts necessary for such persons to
obtain medical care described in Section 213(d);
(ii) purchase of a principal residence for the Participant or
Inactive Participant (excluding mortgage payments);
(iii) tuition, related educational fees, and room and board
expenses for the next twelve (12) months of
post-secondary education for the Participant, the Inactive
Participant, or such individual's spouse, children, or
dependents (as defined in Section 152 of the Code); or
(iv) payment necessary to prevent the eviction of the
Participant or Inactive Participant from his principal
residence or foreclosure on the mortgage of the
Participant's or Inactive Participant's principal
residence."
(22) Section 10.01 of Article 10 of the Plan is hereby further amended,
effective as of October 1, 1995, by the deletion of paragraph (e) (vii) of said
Section 10.01 in its entirety and
23
<PAGE> 24
the substitution in lieu thereof of a new paragraph (e) (vii) to read as
follows:
"(e) (vii) Subsequent to a determination of the order of priority for
purposes of withdrawals of a Vested Interest as determined in
subsection (i) through subsection (vi) above, withdrawals of a
Vested Interest shall be made only in the following order of
priority from Funds A, B, C, D, E, the Exxon Stock Fund, Rockwell
Stock Fund A (to the extent permitted) and Rockwell Stock Fund B
as follows:
1. Fund B - Interest Accumulation Fund
2. Exxon Stock Fund
3. Fund E - U.S. Government Fund
4. Fund A - Aetna Variable Fund Accumulation Account
5. Fund C - Merrill Lynch Basic Value Fund
6. Fund D - Equity Index Fund of the General Employee Benefit
Trust of Bankers Trust Company
7. Rockwell Stock Fund B
8. Rockwell Stock Fund A"
(23) Section 11.1 of Article 11 of the Plan is hereby amended, effective as
of October 1, 1995, by the deletion of paragraph (b) of said Section 11.1 in
its entirety and the
24
<PAGE> 25
substitution in lieu thereof of a new paragraph (b) to read as follows:
"(b) the interest rate shall be determined by the Plan Administrator or its
agent and shall be equal to one percent (1%) over the prime lending
rate, which is defined as the base rate on corporate loans posted by
at least seventy-five percent (75%) of the largest thirty (30) U.S.
banks, as such rate is identified in the edition of The Wall Street
Journal published on the last business day of the month prior to the
approval of the loan;"
(24) Section 11.1 of Article 11 of the Plan is hereby further amended,
effective as of October 1, 1995, by the deletion of paragraph (i) of said
Section 11.1 in its entirety and the substitution in lieu thereof of a new
paragraph (i) to read as follows:
"(i) except as provided below, each loan shall be treated as a separate
investment of the funds credited to such borrower's Account and the
Plan Administrator or its agent shall reduce such borrower's Account
in the following order of priority:
1. Fund B - Interest Accumulation Fund
2. Exxon Stock Fund
3. Fund E - U.S. Government Fund
25
<PAGE> 26
4. Fund A - Aetna Variable Fund Accumulation Account
5. Fund C - Merrill Lynch Basic Value Fund
6. Fund D - Equity Index Fund of the General Employee Benefit
Trust of Bankers Trust Company
7. Rockwell Stock Fund B
Payments by a borrower on any such loan shall be credited to such
borrower's Account in the Funds listed above in the same proportions as
the borrower's current investment option election with respect to such
Funds at the end of the month in which loan payments are made;"
(25) Section 17.01 of Article 17 of the Plan is hereby amended, effective
as of October 1, 1995, by the deletion of said Section 17.01 in its entirety
and the substitution in lieu thereof of a new Section 17.01 to read as follows:
"17.01 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void; nor shall any such benefit
be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such benefit,
except as specifically provided in the Plan, or except as provided by a
Qualified Domestic
26
<PAGE> 27
Relations Order which requires that the Order's alternate payee (as defined
in Code Section 414(p)) will be paid in a lump sum as soon as practicable
following the Order's issuance."
(26) The Plan is hereby amended, effective as of October 1, 1995, by the
addition at the end thereof of a new Article 20 to read as follows:
"ARTICLE 20 TENDER OFFERS: PLAN ADMINISTRATION
20.01 The provisions of this Article 20 shall be effective only as of the
date of the first tender or deposit by the Trustee of any share of Common
Stock pursuant to any Tender Offer, and shall remain in effect thereafter
unless and until (a) each share of Common Stock held in Rockwell Stock Fund A
or Rockwell Stock Fund B which has been tendered or deposited, pursuant to
such Tender Offer or any subsequent Tender Offer commenced while the
provisions of this Article 20 are in effect, has been effectively withdrawn
by or otherwise returned to the Trustee and (b) the certificate representing
each share is in the possession of the Trustee.
20.02 While the provisions of this Article 20 are in effect:
(a) the term "Sub Fund A" shall mean the fund established by the Trustee
pursuant to Section 20.03(i); and
(b) the term "Sub Fund B" shall mean the fund established by the Trustee
pursuant to Section 20.03(ii).
27
<PAGE> 28
20.03 While the provisions of this Article 20 are in effect the Trustee
shall establish:
(i) A Sub Fund A consisting of any cash, securities or other consideration
received by the Trustee as payment for shares of Common stock
previously held in Rockwell Stock Fund A which were tendered or
deposited, all property purchased therewith and the proceeds and
income therefrom; and
(ii) A Sub Fund B consisting of any cash, securities or other consideration
received by the Trustee as payment for shares of Common Stock
previously held in Rockwell Stock Fund B which were tendered or
deposited, all property purchased therewith and the proceeds and
income therefrom.
The Trustee shall use all cash in Sub Fund A and Sub Fund B only to purchase
the kinds of instruments of debt with maturity of not more than three years
which would be appropriate investments for a fixed income fund and shall so
invest and reinvest the principal thereof and income thereon. Dividends,
income and other distributions received on, and proceeds from the sale or
other disposition of, any securities or other consideration held by the
Trustee for Participants in Sub Fund A or Sub Fund B pursuant to a tender or
deposit of shares of Common Stock, shall be similarly invested and
reinvested.
28
<PAGE> 29
The funding policy of the Plan determined by the Company under the Plan
shall be consistent with the objectives for Sub Fund A and Sub Fund B.
20.04 A separate Account representing each Participant's interest in Sub
Fund A and Sub Fund B shall be maintained. Such separate Accounts shall
contain sufficient information to permit with respect to Sub Fund A and Sub
Fund B a determination of the dollar balance of such Participant's Accounts
at any time. Such separate Accounts shall contain sufficient information to
permit such other determinations as may be required to carry out the
provisions of this Plan.
As of the Valuation Date immediately following the first deposit into Sub
Fund A or Sub Fund B, as the case may be, and as of each succeeding Valuation
Date, an amount equal to the fair market value of all property in each such
Sub Fund shall be determined by the Trustee in such manner and on such basis
as it shall deem appropriate. Income and losses on the property held in each
such Sub Fund shall be credited or debited, as the case may be, to each
Participant's Account.
The Participant's Account in Rockwell Stock Fund A shall be reduced as of
each date on which the Trustee receives cash, securities or other
consideration for shares of Common Stock previously representing some or all
of his interest in Rockwell Stock Fund A which were tendered or deposited, by
the amount which bears the same relation to the amounts credited to such
Account immediately prior to the tender or deposit of
29
<PAGE> 30
such shares as the portion of his interest in Rockwell Stock Fund A in
respect of which such shares were tendered bore to his entire interest in
Rockwell Stock Fund A immediately prior to the tender or deposit of such
shares.
The Participant's Accounts in Rockwell Stock Fund B shall be reduced as of
each date on which the Trustee receives cash, securities or other
consideration for shares of Common Stock previously representing some or all
of his interest in Rockwell Stock Fund B which were tendered or deposited, by
the amount which bears the same relation to the amounts credited to such
account immediately prior to the tender or deposit of such shares as the
portion of his interest in Rockwell Stock Fund B in respect of which such
shares were tendered bore to his entire interest in Rockwell Stock Fund B
immediately prior to the tender or deposit of such shares.
20.05 While the provisions of this Article 20 are in effect:
(a) For purposes of Article 8, a Participant's interest in Sub Fund A that
results from the crediting to the Participant's Account in Sub Fund A of
cash, securities or other consideration received by the Trustee pursuant
to the tender or deposit, of shares of Common Stock previously
representing his interest in Rockwell Stock Fund A shall be deemed
attributable to Matching Employer Contributions made on the
Participant's behalf which
30
<PAGE> 31
resulted in the credit to his Account in Rockwell Stock Fund A.
(b) For purposes of Article 9:
(i) The full dollar balance of the Participant's Accounts in Sub Fund
A and Sub Fund B shall be deemed to be an amount that the
Participant (or his Beneficiary in the case of death) shall
receive under Section 9.01 thereof.
(ii) The amounts set forth in Section 9.01 or 9.05 shall be amounts
that the Participant (or his Beneficiary in the case of death),
shall receive under paragraph (i) thereof; provided, however, that
no share of Common Stock representing a Participant's interest in
Rockwell Stock Fund A or held in such Participant's Account in
Rockwell Stock Fund B which, as of the date of such Participant's
termination of employment for any reason set forth in Section 9.01
or upon his death, has been tendered or deposited in accordance
with the Trust Agreement, shall be transferred to such Participant
(or his Beneficiary in the case of death) pursuant to Section 9.01
or 9.05 unless and until such share has been effectively withdrawn
by or otherwise returned to the Trustee and the certificate
representing such share is in the possession of the Trustee; and
provided, further, however, that there
31
<PAGE> 32
shall be paid or transferred to such Participant (or his
Beneficiary in the case of death) any and all cash, securities or
other consideration received by the Trustee for whole shares of
Common Stock previously representing such Participant's interest
in Rockwell Stock Fund A or held in such Participant's Accounts in
Rockwell Stock Fund B as of the Valuation Date immediately
preceding the date of such termination and which were tendered or
deposited, as soon as practicable after the receipt of such cash,
securities or other consideration by the Trustee.
(c) If a Participant's employment is terminated for any reason other than
those reasons set forth in Section 9.01 or as the result of his death,
the Participant shall receive as soon as practicable:
(i) The vested portion of the dollar balance of his Account in Sub
Fund A and the full dollar balance of his Account in Sub Fund B.
(ii) The amounts set forth in Section 8.01; provided, however, that no
share of Common Stock representing such Participant's vested
interest in Rockwell Stock Fund A or held in such Participant's
Accounts in Rockwell Stock Fund B which, as of the date of such
termination, has been tendered or deposited, shall be transferred
to such Participant after the
32
<PAGE> 33
date of such termination unless and until such share has been
effectively withdrawn by or otherwise returned to the Trustee and
the certificate representing such share is in the possession of
the Trustee; and provided further, however, that there shall be
paid or transferred to such Participant any and all cash,
securities or other consideration received by the Trustee for
whole shares of Common Stock previously representing such
Participant's vested interest in Rockwell Stock Fund A or held in
such Participant's Accounts in Rockwell Stock Fund B as of the
Valuation Date immediately preceding the date of such termination
and which were tendered or deposited, as soon as practicable after
the receipt of such cash, securities or other consideration by the
Trustee.
20.06 While the provisions of this Article 20 are in effect, the amount
paid or transferred to a Participant who elects a withdrawal in accordance
with Section 10.01(b) shall be determined in the same manner as under Section
20.05(c) (except that the date of receipt of the election shall be used for
such determination in lieu of the date of termination and except that the
Participant's Salary Reduction Contributions and the related portion of his
Account attributable to
33
<PAGE> 34
Matching Employer Contributions, if any, shall not be withdrawn).
20.07 While the provisions of this Article 20 are in effect, for purposes
of Section 10.01(d), withdrawals shall be taken from a Participant's
Accounts in the Investment Funds as provided in Section 10.01(e). A
Participant may, however, elect to have any such withdrawal taken first
from his Account in Rockwell Stock Fund B, with any additional withdrawal
amount to be taken from his Accounts in the remaining Investment Funds."
IN WITNESS WHEREOF, the Company, by its duly authorized officers, has caused
this Amendment No. 2 to be executed as of the day and year first above written.
RELIANCE ELECTRIC COMPANY
("Company")
By: ______________________
And: ______________________
85\10226MMC.60N
34
<PAGE> 1
Exhibit 4(f)
AGREEMENT AND DECLARATION OF TRUST FOR THE
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
THIS AGREEMENT made on the 1st day of December, 1977 and amended on the
7th day of May, 1980 and amended on the 2nd day of September, 1983 between
Reliance Electric Company and its qualifying subsidiaries, hereinafter
collectively called Reliance Electric, and said Central National Bank of
Cleveland in its fiduciary capacity, hereinafter called the "Trustee".
WITNESSETH:
WHEREAS, Reliance Electric adopted the "Reliance Electric Company
Savings and Investment Plan" (hereinafter referred to as the "Plan"), for the
benefit of the employees of Reliance Electric on October 28, 1977; and
WHEREAS, it is provided in the Plan that certain contributions of
Reliance Electric and deposits of the employees are to be held in trust for the
exclusive benefit of the employees and their beneficiaries.
NOW THEREFORE, Reliance Electric Company and the Trustee do hereby
adopt this Agreement and Declaration of Trust and do hereby declare and agree,
each with the other, as follows:
1. Reliance Electric hereby agrees to deposit with the Trustee,
pursuant to the Plan, such contributions and deposits as are required by the
terms thereof, which contributions and deposits shall be held by the Trustee in
trust, as herein provided. Such property shall be held in two separate funds,
namely, the "Stock Fund", and the "Fixed Income Fund" (to be called the
"Interest Accumulation Fund" on and after October 1, 1983), as in the Plan
provided. The Plan shall be administered by the Committee provided for in the
Plan and the Trustee shall have no duties whatsoever in respect of the
administration of the Plan, it be intended to state expressly in this Agreement
the powers, rights, duties and obligations of the Trustee.
<PAGE> 2
-2-
2. The Trustee shall make such payments or distributions from the
respective Funds as the Committee may from time to time in writing direct upon
certification by the Committee that such payments or distributions are for the
purpose of providing benefits under the Plan. Such payments or distributions
shall be made to the person certified by the Committee to be entitled to
receive them under the Plan.
3. The Trustee shall have the sole authority to invest and
reinvest the Stock Fund in, as the case might be, either the common stock of
Reliance Electric Company or the Capital Stock of Exxon Corporation in
accordance with the terms of the Plan. The Trustee is expressly authorized and
empowered to invest the Interest Accumulation Fund only under a contract or
contracts approved by Reliance Electric between the Trustee and an insurance
company or companies, provided such contracts contain provisions relating to
the return on investment which such insurance company or companies shall be
obligated to provide on invested monies and the repayment of invested monies
made in accordance with the provisions of the Plan.
4. The following authority and restrictions apply to the
management of the funds set forth in paragraph 3:
(a) The purchase of securities of either Reliance
Electric Company or Exxon Corporation shall be in a
periodic manner at such time, in such manner and on such
terms as the Trustee, in its uncontrolled discretion, may
determine, provided however, that the Trustee shall adopt
and establish not more frequently than once a year, a
schedule of periodic purchase dates and the Trustee shall
not purchase any such securities unless they be available
at a price satisfactory to the Trustee. Any securities
so purchased shall not be sold unless any such sale shall
be directed by the Committee.
(b) The Trustee, in its discretion, may, or at the
direction of the Committee shall, retain in cash and keep
unproductive of income such amount of any Fund as it may
deem advisable or the Committee may direct. The Trustee
shall not be required to pay interest on such cash
balances or on cash in its hands pending investment.
However, the Trustee may, in its discretion, temporarily
invest such cash in government
<PAGE> 3
-3-
securities or other short-term money market instruments. In addition,
the Trustee may invest such cash in Central National Bank savings
accounts.
(c) Income on and proceeds of sales of investments of
each Fund shall be reinvested by the Trustee in the same Fund.
5. Subject to the investment authority and restrictions set forth
above, the Trustee is authorized and empowered in its discretion but not by
way of limitation:
(a) To sell, exchange, convey, transfer or dispose of,
and also to grant options with respect to, any personal
property, at any time held by it and any sale may be made
by private contract or by public auction, and for cash or
upon credit, or partly for cash and partly upon credit,
as the Trustee may deem best, and no person dealing with
the Trustee shall be bound to see to the application of
the purchase money or to inquire into the validity,
expediency or propriety of any such sale or other
disposition;
(b) To compromise, compound and settle any debt or
obligation due to or from it as Trustee hereunder and to
reduce the rate of interest on, to extend or otherwise
modify, or to foreclose upon default or otherwise enforce
any such obligation;
(c) Except for those shares of Reliance Electric Common
Stock or Exxon Corporation Capital Stock voted by the
participants in accordance with Section 5.06 of the Plan,
to vote in person or by proxy on any stocks, bonds or
other securities held by it; exercise any options
appurtenant to any stocks, bonds or other securities for
the conversion thereof into other stocks, bonds or
securities, or to exercise any rights to subscribe for
additional stock, bonds or securities and to make any and
all necessary payments therefor; to join in, or to
dissent from, and to oppose, the reorganization,
recapitalization, consolidation, liquidation, sale or
merger of corporations or properties in which it may be
interested as Trustee, upon such terms and conditions as
are in the best interests of the participants;
<PAGE> 4
-4-
(d) To accept and hold any securities or other property
received by it under the provisions of any of the
subdivisions of this paragraph 5, whether or not the
Trustee would be authorized hereunder then to invest in
such securities;
(e) To make, execute, acknowledge and deliver any and
all deeds, leases, assignments and instruments;
(f) To cause any investments from time to time held by
it to be registered in, or transferred into, its name as
Trustee or in the name of its nominee or nominees or to
retain them unregistered or in form permitting
transferability by delivery, but the books and records of
the Trustee shall at all times show that all such
investments are part of the Funds;
(g) To do all acts whether or not expressly authorized
which it may deem necessary or proper for the protection
of the property held hereunder.
(h) Further, the Trustee is authorized to cause the
funds of the Trust to be invested, in whole or in part,
in units of participations in any common, collective, or
commingled trust fund heretofore or hereafter established
and maintained by the Trustee for the collective
investment of fiduciary funds (including investment
collectively under the provisions of the Multiple
Investment Trust for Employee Benefit Plans of Central
National Bank of Cleveland), in which event the
instrument establishing such common, collective or
commingled trust fund, as the same has been or may be
amended, shall be deemed to have been adopted and made a
part of this Trust.
6. The Trustee may consult with legal counsel (who may be of
counsel to the Bank and/or of Reliance Electric) concerning any question which
may arise with reference to its duties under this agreement, and the opinion of
such counsel shall be full and complete protection in respect to any action
taken or suffered by the Trustee hereunder in good faith and in accordance with
the opinion of such counsel.
<PAGE> 5
-5-
The Trustee will charge to Reliance Electric the Trustee's
compensation for its services in such amounts as may be agreed upon from time to
time by Reliance Electric and the Trustee, and any other expenses.
7. The Trustee shall keep accurate accounts of all investments,
receipts and disbursements and other transactions hereunder, and all accounts,
books and records relating thereto shall be open at all reasonable times to
inspection and audit by any person or persons designated by the Committee or by
Reliance Electric. The Trustee shall also furnish to the Committee valuations
of the separate funds in accordance with the terms of the Plan and such other
valuations and information as the Committee may from time to time request.
Within sixty (60) days following the close of each of Reliance
Electric's fiscal years (or following the close of such other annual period as
may be agreed upon by the Trustee and the Committee) the Trustee shall file with
Reliance Electric and the Committee a written account setting forth all
securities and other property purchased and sold, all receipts, disbursements
and other transactions effected by it during such annual period, and showing the
securities and other property held at the end of such period and the valuation
of such securities and other property at the end of such period. Within ninety
(90) days from the date of filing such account, Reliance Electric and the
Committee shall each file with the Trustee either its written approval or its
written disapproval with the reasons therefor, of the account so rendered. Upon
the filing of such approval of the Trustee's account, or at the expiration of
ninety (90) days after the filing of such account if neither written approval
nor disapproval shall have been filed with the Trustee by Reliance Electric and
the Committee, the account of the Trustee shall be deemed to have been approved
and the Trustee shall be relieved from all liability, responsibility, and
accountability for its acts as set forth in said account and no one, whether
Reliance Electric, the Committee, any employee or any other person, shall have
the right to demand or to be entitled to any further or different accounting by
the Trustee. The foregoing provision, however, shall not preclude the Trustee
from having its accounts settled by a court of competent jurisdiction.
<PAGE> 6
-6-
8. The Trustee may be removed by Reliance Electric at any time upon
notice in writing to the Trustee and the Committee. The Trustee shall have the
right to resign at any time and, without limitation as to any other methods, may
do so by giving notice in writing to Reliance Electric and the Committee. Upon
such approval or resignation of the Trustee, Reliance Electric shall, within
sixty (60) days, appoint and designate a Successor Trustee, who shall qualify as
such by delivering a written acceptance of the Trust to Reliance Electric, the
Committee and the retiring Trustee. Upon receipt of such acceptance, the
retiring Trustee shall assign, transfer and pay over to the Successor Trustee
the funds and property then constituting the Funds, less the expenses chargeable
thereto, and shall promptly file with Reliance Electric and the Committee a
written account of its acts from the date of its last annual account to the date
of its removal or resignation. Upon the delivery of such assets and the approval
of such account by Reliance Electric and the Committee, the Trustee's previous
annual accounts having been approved by them either affirmatively or by failure
to disapprove as in paragraph 7 provided, the retiring Trustee shall be released
and discharged of any and all further liabilities. Notwithstanding the
foregoing, the Trustee may have its accounts settled by a court of competent
jurisdiction prior to the delivery of the Funds.
Any Successor Trustee so selected shall be a corporation
qualified to carry on a trust business in the State of Ohio, with a capital and
surplus of not less than $1,000,000.00.
9. Any action by Reliance Electric pursuant to any of the
provisions of this Agreement shall be evidenced by a writing signed by an
authorized Officer of Reliance Electric, and the Trustee shall be fully
protected in acting in accordance with such writing. All requests, directions,
and instructions of the Committee to the Trustee shall be in writing signed by a
member of the Committee or the Committee's agent, except that all requisitions
for payment of money shall be signed by two Committee members and the Trustee
shall act and shall be fully protected in acting in accordance with such
requests, directions, requisitions and instructions. Reliance Electric shall
promptly furnish to the Trustee from time to time certificates of an Officer of
Reliance Electric evidencing the
<PAGE> 7
-7-
appointment and termination of the members of the Committee together with
specimens of their signatures, and for all purposes hereunder the Trustee shall
be conclusively entitled to rely upon the identity and authority of the members
constituting the Committee as disclosed by such certificates.
10. This Agreement and the Trust hereby created are part of a Plan
for the exclusive benefit of the employees or their beneficiaries, which Plan
Reliance Electric intends shall qualify under Section 401 of the Internal
Revenue Code and, until advised to the contrary, the Trustee may assume that the
Plan so qualifies and that the Trust is exempt from tax. However, any taxes
that may be lawfully assessed on or in respect to the Fund shall be a charge
against the respective Funds. The Trustee may assume that any taxes assessed on
or in respect to any Fund are lawfully assessed unless Reliance Electric shall
in writing advise the Trustee that, in the opinion of counsel for Reliance
Electric, such taxes are not lawfully assessed. In the event that Reliance
Electric shall so advise the Trustee, the Trustee, if so requested by Reliance
Electric, shall contest the validity of such taxes in any manner deemed
appropriate by Reliance or its counsel, but at the expense of Reliance Electric;
or Reliance Electric may itself contest the validity of any such taxes in any
manner deemed appropriate by Reliance Electric or its counsel. The word "taxes"
in this Section 10 shall be deemed to include any interest or penalties that may
be levied or imposed in respect to any taxes lawfully assessed.
11. Reliance Electric reserves the right, at any time and from time
to time to modify or amend in whole or in part any and all of the provisions of
this Agreement; provided that no such modification or amendment shall make it
possible for any part of the corpus or income of any of the funds to be used for
or diverted to purposes other than the exclusive benefit of employees or their
beneficiaries or the administrative expenses of the Plan; provided further, that
no such modification or amendment which affects the rights, duties or
responsibilities of the Trustee may be made without its consent.
12. Upon certificate by the Committee that Reliance Electric has
terminated the Plan as therein provided and that the Funds are accordingly to be
distributed in accordance with
<PAGE> 8
-8-
the termination provisions thereof, the Trustee shall make such payments or
distributions from the Funds as the Committee may direct, to the persons
entitled to receive such amounts, provided the Committee further certifies that
all such payments or distributions are proper as being payable under the Plan to
employees or their beneficiaries or for administrative expenses of the Plan or
for other payments in accordance with the provisions thereof.
13. The Trustee, in making any payments or distributions, or taking
any other action hereunder or making any decisions with respect to any matter
herein referred to, pursuant to certificates, statements, resolutions,
requisitions and communications from the Committee or from Reliance Electric, as
the case may be, may rely upon the authenticity and contents thereof and shall
be fully protected in so acting.
14. Reliance Electric will cause a copy of any amendment to the
Plan, or a copy of the Plan as amended, revised or changed in any way from time
to time, to be delivered to the Trustee for its information.
15. Any corporation into which the Trustee may be merged or with
which it may be consolidated, or any corporation resulting from any merger,
reorganization or consolidation to which the Trustee may be a party, or any
corporation to which all or substantially all the trust business of the Trustee
may be transferred shall be the successor of the Trustee hereunder, without the
execution or filing of any instrument or the performance of any further act.
16. No implied covenant shall be read into this Agreement against
the Trustee. The duties and obligations of the Trustee shall be determined
solely by the express provisions hereof.
17. The validity and effect of this trust shall be governed by the
laws of the State of Ohio and any applicable federal statute, including, but not
limited to the Employee Retirement Income Security Act of 1974. In case any
provisions of this trust shall be invalid, such fact shall not affect the
validity of any other provision.
<PAGE> 9
-9-
18. The Trustee by joining in the execution of this Agreement hereby
signifies its acceptance of this trust.
IN WITNESS WHEREOF, the parties have hereunto set their respective
hands this 2nd day of September, 1983.
RELIANCE ELECTRIC COMPANY
By /s/ John H. Portwood
------------------------------
John H. Portwood
Title: Vice President, General Counsel
--------------------------------
and Secretary
--------------------------------
CENTRAL NATIONAL BANK OF CLEVELAND
By /s/ Robert Howard
-----------------------------
Title Vice President
---------------------------------
And /s/ Dennis J. Cahill
---------------------------------
Title Vice President
---------------------------------
<PAGE> 1
Exhibit 5(a)
September 25, 1995
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, CA 90740
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Rockwell
International Corporation, a Delaware corporation (the "Company"), and
am delivering this opinion in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") registering
under the Securities Act of 1933, as amended (the "Act"), 2,000,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Common Shares")
that may be issued in accordance with the Reliance Electric Company Savings
and Investment Plan (such plan as amended, the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinions hereinafter expressed.
On the basis of the foregoing, and having regard for legal considerations
that I deem relevant, I am of the opinion that when the Registration Statement
becomes effective under the Act, any issued shares of the Common Shares
delivered in accordance with the Plan will, when so delivered, be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinion" in the Prospectus included as a part of the Registration Statement.
I express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr.
