<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1996
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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)
------------------
ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN FOR
SALARIED EMPLOYEES
(FULL TITLE OF THE PLAN)
------------------
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)
------------------
COPY TO:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
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
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $1
per share(1)............... 750,000 shs. $58.56(2) $43,920,000(2) $15,145
====================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the Securities Act), this Registration Statement also covers an
indeterminate amount of interests to be offered and 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 January 31, 1996, as
reported in the New York Stock Exchange--Composite Transactions.
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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, 1995;
(b) Item 1 of the Registration Statement on Form 8-C pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), filed by North American Aviation, Inc. (now Rockwell) April 16,
1967; and
(c) 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 Allen-Bradley Savings
and Investment Plan for Salaried Employees (the Plan) pursuant to Sections
13(a), 13(c), 14 or 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. INTEREST 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 11.100 of Article XI of the Plan limits the liability
of such persons, and Section 11.110 of Article XI of the Plan provides for
indemnification of such persons.
Rockwell's directors and officers are insured against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
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.
II-1
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
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 Plan, as amended and restated effective March 1, 1996.
4-d-1 --Copy of Trust Agreement made as of September 30, 1995 between the Savings
Plan Asset Committee of Allen-Bradley Company, Inc. (the Company) and First
Interstate Bank of California, N.A.
4-d-2 --Copy of Trust Agreemend dated as of December 1, 1981 between the Company, as
successor by merger to Allen-Bradley Company, and Kenneth W. Krueger, as
successor to Gene R. Stevens, Trustee.
4-d-3 --Form of Succession Agreement to be made effective as of October 1, 1995,
among the Company, Kenneth W. Krueger, as Prior Trustee, and NBD Bank, as
Successor Trustee.
4-e-1 --Copy of Contract No. GA-06021 between New York Life Insurance Company and the
Trustees of the Allen-Bradley Employees Savings Plan & Trust.
4-e-2 --Copy of Group Annuity Contract No. 13380 between Metropolitan Life Insurance
Company and the Trustees of the Allen-Bradley Employee Savings Plan Trust.
4-e-3 --Copy of Contract No. GA-7157 between The Prudential Life Insurance Company of
America and the Trustee of the Allen-Bradley Employee Savings Plan Trust.
4-e-4 --Form of Contract No. 8384 GAC between John Hancock Mutual Life Insurance
Company and First Interstate Bank of California, N.A., as Trustee of the Plan
and other of the Company's employee savings plans.
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, as amended,
Rockwell hereby undertakes that (i) its wholly-owned subsidiary, the Company,
will submit or has submitted the Plan and any amendment thereto to the IRS
in a timely manner and (ii) it has caused or will cause the Company
to make all changes to the Plan 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 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-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 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 Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, is incorporated herein by
reference.
</TABLE>
II-2
<PAGE> 4
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;
(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 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 Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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, each filing of Rockwell's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by 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 and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
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, CALIFORNIA ON THE 5th DAY OF FEBRUARY,
1996.
ROCKWELL INTERNATIONAL CORPORATION
By /s/ WILLIAM J. CALISE, JR.
----------------------------------
(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 BELOW ON THE 5th DAY OF FEBRUARY, 1996 BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>
DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
DON H. DAVIS, JR.* Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* 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)
* By /s/ WILLIAM J. CALISE, JR.
--------------------------------
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
</TABLE>
** By authority of the powers of attorney filed as Exhibit 24 to this
Registration Statement.
II-4
<PAGE> 6
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, CALIFORNIA ON
THE 5th DAY OF FEBRUARY, 1996.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By /s/ ALFRED J. SPIGARELLI
----------------------------------------
(ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR)
II-5
<PAGE> 7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Rockwell International Corporation on Form S-8 and the Prospectus dated
February 5, 1996 offering securities covered by this Registration Statement of
our reports dated October 31, 1995, appearing and incorporated by reference in
the 1995 Annual Report on Form 10-K of Rockwell International Corporation and to
the reference to us under the heading "Experts" in that Prospectus.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
February 5, 1996
------------------
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.
------------------
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
offering securities covered by this Registration Statement on Form S-8 filed by
Rockwell International Corporation in respect of the Allen-Bradley Savings and
Investment Plan for Salaried Employees.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
February 5, 1996
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
- --------
<C> <S> <C>
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 Plan, as amended and restated effective March 1, 1996.
4-d-1 --Copy of Trust Agreement made as of September 30, 1995 between the
Savings Plan Asset Committee of Allen-Bradley Company, Inc. (the
Company) and First Interstate Bank of California, N.A.
4-d-2 --Copy of Trust Agreemend dated as of December 1, 1981 between the
Company, as successor by merger to Allen-Bradley Company, and Kenneth W.
Krueger, as successor to Gene R. Stevens, Trustee.
4-d-3 --Form of Succession Agreement to be made effective as of October 1, 1995,
among the Company, Kenneth W. Krueger, as Prior Trustee, and NBD Bank, as
Successor Trustee.
4-e-1 --Copy of Contract No. GA-06021 between New York Life Insurance Company
and the Trustees of the Allen-Bradley Employees Savings Plan & Trust.
4-e-2 --Copy of Group Annuity Contract No. 13380 between Metropolitan Life
Insurance Company and the Trustees of the Allen-Bradley Employee Savings
Plan Trust.
4-e-3 --Copy of Contract No. GA-7157 between The Prudential Life Insurance
Company of America and the Trustee of the Allen-Bradley Employee Savings
Plan Trust.
4-e-4 --Form of Contract No. 8384 GAC between John Hancock Mutual Life Insurance
Company and First Interstate Bank of California, N.A., as Trustee of the
Plan and other of the Company's employee savings plans.
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, as
amended, Rockwell hereby undertakes that (i) its wholly-owned
subsidiary, the Company, will submit or has submitted the Plan and
any amendment thereto to the IRS in a timely manner and (ii) it has
caused or will cause the Company to make all changes to the Plan 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 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-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 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 Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on
Form 10-K for the fiscal year ended September 30, 1995, is incorporated
herein by reference.
</TABLE>
<PAGE> 1
Exhibit 4-c
ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(AMENDED AND RESTATED AS OF MARCH 1, 1996)
<PAGE> 2
ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
TABLE OF CONTENTS
<TABLE>
<S> <C>
PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.010 "ACCOUNTS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.020 "ADMINISTRATIVE COMMITTEE" . . . . . . . . . . . . . . . . . . . . . . . . 2
1.030 "AFFILIATED COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.040 "AVERAGE CONTRIBUTION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . 2
1.050 "AVERAGE DEFERRAL PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . . 3
1.060 "BASE COMPENSATION" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.070 "BENEFICIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.080 "BOARD OF DIRECTORS" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.090 "BREAK IN SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.100 "CODE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.110 "COMMON STOCK" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.120 "COMMON UNIT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.130 "COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.140 "COMPANY CONTRIBUTION" . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.150 "COMPANY CONTRIBUTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . 4
1.160 "COMPENSATION DEDUCTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . 4
1.170 "COMPENSATION DEDUCTION CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . 4
1.180 "COMPENSATION DEFERRAL ACCOUNT" . . . . . . . . . . . . . . . . . . . . . 4
1.190 "COMPENSATION DEFERRAL CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . 4
1.200 "CONSOLIDATED NET SALES" . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.210 "DEDUCTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.220 "DEDUCTION LIMITATION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . 4
1.230 "DEFERRAL ACCOUNTS" . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.240 "DEFERRAL CONTRIBUTION" . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.250 "DEFERRAL LIMITATION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . 5
1.260 "DIVERSIFIED FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.270 "DIVESTED COMPONENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.280 "EFFECTIVE DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.290 "ELIGIBLE EMPLOYEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.300 "ELIGIBLE RETIREMENT PLAN" . . . . . . . . . . . . . . . . . . . . . . . . 6
1.310 "EMPLOYEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.320 "EMPLOYMENT COMMENCEMENT DATE" . . . . . . . . . . . . . . . . . . . . . . 6
1.330 "EMPLOYMENT SEVERANCE DATE" . . . . . . . . . . . . . . . . . . . . . . . 6
1.340 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.350 "FIXED INCOME FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.360 "GUARANTEED RETURN FUND" . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.370 "HIGHLY COMPENSATED PARTICIPANTS" . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
1.380 "INTERMEDIATE TERM BOND FUND" . . . . . . . . . . . . . . . . . . . . . . 7
1.390 "INVESTMENT FUNDS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.400 "INVESTMENT MANAGER" . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.410 "INVESTMENT MANAGER ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . 7
1.420 "LAYOFF" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.430 "MATERNITY OR PATERNITY LEAVE" . . . . . . . . . . . . . . . . . . . . . . 7
1.440 "NAMED FIDUCIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.450 "PARTICIPANT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.460 "PLAN" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.470 "PLAN ADMINISTRATOR" . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.480 "PLAN COMMITTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.490 "PLAN YEAR" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.500 "REEMPLOYMENT DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.510 "RETIREE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.520 "RETIREMENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.530 "ROCKWELL" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.540 "ROCKWELL AUTOMATION" . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.550 "ROLLOVER ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.560 "STOCK FUND A" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.570 "STOCK FUND B" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.580 "SUPPLEMENTAL DEFERRAL ACCOUNT" . . . . . . . . . . . . . . . . . . . . . 9
1.590 "SUPPLEMENTAL DEFERRAL CONTRIBUTION" . . . . . . . . . . . . . . . . . . . 9
1.600 "TENDER OFFER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.610 "TRANSFER CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.620 "TRUST AGREEMENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.630 "TRUST FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.640 "TRUSTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.650 "UNIT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.660 "VALUATION DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.670 "VESTING SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE II PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.010 ELIGIBLE EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.020 DEFERRAL AND DEDUCTION CONTRIBUTION ELECTIONS . . . . . . . . . . . . . . 11
2.025 TRANSFER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.028 ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 14
2.040 CHANGES OF EMPLOYEE CONTRIBUTION ELECTIONS . . . . . . . . . . . . . . . . 17
2.050 INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 17
2.060 CHANGES IN INVESTMENT ELECTIONS . . . . . . . . . . . . . . . . . . . . . 18
2.070 TRANSFER OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE III COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.010 MATCHING AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.020 APPLICATION OF FORFEITURES . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
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<TABLE>
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4.010 PARTICIPANT'S ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.020 CREDITING OF UNITS TO ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 23
4.030 UNIT VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.040 BALANCE OF PARTICIPANT'S ACCOUNTS . . . . . . . . . . . . . . . . . . . . 24
4.050 STATEMENTS OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT . . . . . . . . . . . . . . . . . 25
5.010 VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.020 RETIREMENT, DEATH, LAYOFF, ETC . . . . . . . . . . . . . . . . . . . . . . 27
5.025 FORM OF DISTRIBUTIONS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . 29
5.030 SPECIAL DISTRIBUTION PROVISION FOR PRE-10/1/95 ACCOUNT BALANCES . . . . . 30
5.035 EMPLOYEES OF DIVESTED COMPONENTS . . . . . . . . . . . . . . . . . . . . . 32
5.040 TERMINATION OF EMPLOYMENT FOR OTHER REASONS . . . . . . . . . . . . . . . 32
5.050 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS . . . . . . . . . . . . 33
5.060 TRANSFER OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN . . . . . . 34
5.070 VALUATION DATES FOR DOMESTIC RELATIONS ORDERS . . . . . . . . . . . . . . 34
ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . 35
6.010 WITHDRAWALS FROM ACCOUNTS BY PARTICIPANTS UNDER AGE 59-1/2 . . . . . . . . 35
6.020 WITHDRAWAL FROM ACCOUNTS BY PARTICIPANTS OVER AGE 59-1/2 . . . . . . . . . 36
6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS . . . . . . . . . . . . . . . . 37
6.040 ALLOCATION OF WITHDRAWALS AMONG INVESTMENT AND STOCK FUNDS . . . . . . . . 38
6.050 HARDSHIP WITHDRAWALS FROM DEFERRAL ACCOUNTS . . . . . . . . . . . . . . . 38
6.060 TRANSFERS TO CERTAIN AFFILIATED COMPANY PLANS . . . . . . . . . . . . . . . 41
6.060 TRANSFERS TO ELIGIBLE RETIREMENT PLANS . . . . . . . . . . . . . . . . . . 42
ARTICLE VII [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE VIII SUSPENSION OF SAVINGS AND CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 43
8.010 VOLUNTARY SUSPENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.020 INVOLUNTARY SUSPENSION . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS . . . . . . . . . . . . . . . 43
ARTICLE IX DESIGNATION OF AND PAYMENT TO A BENEFICIARY . . . . . . . . . . . . . . . . . . 44
9.010 DESIGNATION OF A BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . 44
9.020 PAYMENT TO A BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE X TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.010 ESTABLISHMENT OF TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.020 INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUND A AND STOCK FUND B . . . . . . . . 47
10.040 FORM OF TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.050 RIGHTS IN THE TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.060 TAXES, FEES AND EXPENSES OF THE TRUSTEE . . . . . . . . . . . . . . . . . . . 48
ARTICLE XI ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.010 GENERAL ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>
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<TABLE>
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11.020 PLAN COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.030 PLAN COMMITTEE RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.040 FUNDING POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.050 ALLOCATION AND DELEGATION OF DUTIES UNDER PLAN . . . . . . . . . . . . . . . 50
11.060 PLAN COMMITTEE POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.070 PLAN ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.080 RELIANCE UPON DOCUMENTS AND OPINIONS . . . . . . . . . . . . . . . . . . . . 52
11.090 REQUIREMENT OF PROOF . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
11.100 LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 52
11.110 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
11.120 MULTIPLE FIDUCIARY CAPACITY . . . . . . . . . . . . . . . . . . . . . . . . 52
11.130 MAILING AND LAPSE OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . 53
11.140 NON-ALIENATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.150 ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.160 NOTICES AND COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.170 COMPANY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.180 PAYMENTS ON BEHALF OF INCOMPETENT PARTICIPANTS OR BENEFICIARIES . . . . . . 54
ARTICLE XII PARTICIPANT'S CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
12.010 REQUIREMENT TO FILE CLAIM . . . . . . . . . . . . . . . . . . . . . . . . . 55
12.020 APPEAL OF DENIED CLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE XIII AMENDMENT, MERGERS, TERMINATION, ETC. . . . . . . . . . . . . . . . . . . . . 56
13.010 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.020 TRANSFER OF ASSETS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . 56
13.030 MERGER RESTRICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.040 SUSPENSION OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 56
13.050 DISCONTINUANCE OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 57
13.060 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
ARTICLE XIV STATUTORY LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
14.010 ANNUAL LIMITS OF PARTICIPANTS' ACCOUNT INCREASES . . . . . . . . . . . . . . 58
14.020 LIMITS AS TO COMBINED PLANS . . . . . . . . . . . . . . . . . . . . . . . . 58
14.030 COMBINING SIMILAR PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . 59
14.040 ADJUSTMENT TO DEFERRAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 59
ARTICLE XV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
15.010 BENEFITS PAYABLE ONLY FROM TRUST FUND . . . . . . . . . . . . . . . . . . . 60
15.020 REQUIREMENT FOR RELEASE . . . . . . . . . . . . . . . . . . . . . . . . . . 60
15.030 TRANSFERS OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
15.040 QUALIFICATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 60
15.050 INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
ARTICLE XVI TENDER OFFERS: PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . 61
16.010 APPLICABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
16.020 ADDITIONAL DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
16.030 ESTABLISHMENT AND INVESTMENT OF SUB FUND A AND SUB FUND B . . . . . . . . . 61
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16.040 MAINTENANCE AND VALUATION OF SUB FUND A AND SUB FUND B . . . . . . . . . . . 62
16.050 BENEFITS PAYABLE FROM SUB FUNDS AT TERMINATION OF EMPLOYMENT . . . . . . . . 63
16.060 DISTRIBUTIONS FROM THE PLAN UNDER SECTION 6.010 . . . . . . . . . . . . . . 65
16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.020 . . . . . . . . . . 66
16.080 WITHDRAWALS FROM DEFERRAL ACCOUNTS UNDER SECTION 6.030 . . . . . . . . . . . 67
ARTICLE XVII TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
17.010 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
17.020 APPLICATION OF THIS ARTICLE . . . . . . . . . . . . . . . . . . . . . . . . 69
17.030 ADJUSTMENT OF LIMITATION ON ANNUAL BENEFIT . . . . . . . . . . . . . . . . . 70
</TABLE>
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<PAGE> 7
ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(amended and restated as of March 1, 1996)
PREAMBLE
THE PLAN AND EFFECTIVE DATE.
The Plan hereinafter described constitutes a savings plan for certain employees
on the salary payroll of Allen-Bradley Company, Inc. and is a successor to the
Allen-Bradley Employee Savings Plan. The purpose of the Plan is to encourage
and assist salaried employees of the Company in adopting a regular savings
program and to help provide security for them upon retirement.
The Effective Date of the Plan is December 1, 1982. The Plan as restated
herein is effective March 1, 1996. The provisions of the Plan as in effect
from time to time prior to March 1, 1996 apply to the related periods prior to
such date for all purposes, except as specifically provided in the Plan.
<PAGE> 8
ARTICLE I DEFINITIONS
1.010 "ACCOUNTS" means the Participant's Company Contribution Account,
Compensation Deferral Account, Supplemental Deferral Account, Compensation
Deduction Account and Rollover Accounts, as applicable.
1.020 "ADMINISTRATIVE COMMITTEE" means the committee appointed by the
Plan Committee and assigned power and authority under Sections 2.030 and 6.030.
1.030 "AFFILIATED COMPANY" means Allen-Bradley Company, Inc. and:
(a) Rockwell International Corporation;
(b) any corporation incorporated under the laws of one of the United
States of America of which Allen-Bradley Company, Inc. 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 Allen-Bradley Company, Inc. 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.
1.040 "AVERAGE CONTRIBUTION PERCENTAGE" for each group of Participants
with contribution elections under Section 2.020(a)(ii) shall in each case be
the average of the percentages, calculated separately for each Participant in
such group, which percentage, for any Plan Year, is equal to the sum of (a) and
(b), divided by (c):
(a) the amount the Participant has elected to contribute pursuant to
Section 2.020(a)(ii);
(b) the amount of Company Contributions payable to the Participant's
Company Contribution Account in respect of his or her elections
under Section 2.020(a);
(c) the Participant's compensation (as such term is defined in section
414(s) of the Code and subject to such election as is made by the
Plan Administrator with respect thereto pursuant to paragraph (2)
thereof) for that Plan Year.
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1.050 "AVERAGE DEFERRAL PERCENTAGE" for each group of Participants with
deferral elections under Section 2.020(a)(i) shall in each case be the average
of the percentages, calculated separately for each Participant in such group,
of the compensation (as such term is defined in section 414(s) of the Code and
subject to such election as is made by the Plan Administrator with respect
thereto pursuant to paragraph (2) thereof) that the Participant has elected to
defer for the Plan Year pursuant to Section 2.020(a)(i).
1.060 "BASE COMPENSATION" means the Participant's compensation, not in
excess of One Hundred and Fifty Thousand Dollars ($150,000) or such other
amount as has been or may be established pursuant to section 401(a)(17) of the
Code, in any calendar year, including sales commissions and any amount which
would be paid to the Participant absent an election under Section 2.020(a) or
an election to make elective employer contributions pursuant to a qualified
cash or deferred arrangement under a cafeteria plan meeting the requirements of
section 125 of the Code. Base Compensation shall not include compensation for
overtime, extended workweek compensation, night work or other premium pay,
bonuses, any form of extra, contingent or supplementary compensation
(including, but not limited to, lump sum payments for unused vacation) or
compensation on the hourly payroll.
1.070 "BENEFICIARY" means the one or more persons or trusts designated by
a Participant pursuant to Article IX of the Plan; provided, however, that, in
the case of a Participant who dies prior to complete distribution of his or her
Accounts pursuant to Article V or VI of the Plan, the Beneficiary shall be
deemed to be the Participant's spouse regardless of any contrary designation,
unless the Participant has filed with the Plan Administrator a written
designation of a person or persons other than such spouse as Beneficiary or
Beneficiaries. Such written designation must be accompanied by a written
consent of the Participant's spouse or it is established to the satisfaction of
the Plan Administrator that such consent cannot be obtained because there is no
spouse or the spouse cannot be located or because of other circumstances
permitted under section 417(a)(2) of the Code. Such written consent shall be
on a form furnished to the Participant by the Plan Administrator and shall
acknowledge the effect of such consent.
1.080 "BOARD OF DIRECTORS" means the Board of Directors, as applicable,
of the Company or of Rockwell; provided, however, that any action hereunder of
the Board of Directors under Section 1.130, 1.260, 2.020 and 3.020 may be taken
by any officer or officers of the Company authorized by the Board of Directors.
1.090 "BREAK IN SERVICE" means any period commencing with an Employee's
Employment Severance Date, during which the Employee does not have a
Reemployment Date. Solely for purposes of determining such Breaks in Service
in the case of an individual who is absent from work due to a Maternity or
Paternity Leave, the computation of the Break in Service shall not commence
until the first anniversary of the first date of such absence.
1.100 "CODE" means the Internal Revenue Code of 1986, as amended.
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<PAGE> 10
1.110 "COMMON STOCK" means the common stock, other than the Class A
common stock of Rockwell International Corporation.
1.120 "COMMON UNIT" means a Unit of Stock Fund A or Stock Fund B
attributable to Common Stock.
1.130 "COMPANY" means Allen-Bradley Company, Inc. and any other entity to
which this Board of Directors of Allen-Bradley Company, Inc. has extended this
Plan.
1.140 "COMPANY CONTRIBUTION" means the contribution made by the Company
to the Trust Fund pursuant to the terms of Article III, including forfeitures
treated as Company Contributions under that Article.
1.150 "COMPANY CONTRIBUTION ACCOUNT" means the Account with respect to a
Participant which is comprised of Company Contributions, adjusted by gains or
losses related thereto.
1.160 "COMPENSATION DEDUCTION ACCOUNT" means the Account with respect to
a Participant which is comprised of Compensation Deduction Contributions,
adjusted by gains or losses related thereto.
1.170 "COMPENSATION DEDUCTION CONTRIBUTIONS" means the amounts
contributed by Participants to the Plan through payroll deductions pursuant to
Section 2.020(a)(ii).
1.180 "COMPENSATION DEFERRAL ACCOUNT" means the Account with respect to a
Participant which is comprised of Compensation Deferral Contributions, adjusted
by gains or losses related thereto.
1.190 "COMPENSATION DEFERRAL CONTRIBUTIONS" means the amounts contributed
to the Plan on behalf of Participants pursuant to Participants' elections under
Section 2.020(a)(i).
1.200 "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.
1.210 "DEDUCTION ACCOUNT" means and refers to a Participant's
Compensation Deduction Account.
1.220 "DEDUCTION LIMITATION PERCENTAGE" means the maximum contribution
percentage in each Plan Year for the group of Highly Compensated Participants
and shall be that percentage amount which does not exceed the greater of:
(a) the Average Contribution Percentage for all Participants other than
Highly Compensated Participants multiplied by one and twenty-five
hundredths (1.25); or
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<PAGE> 11
(b) the lesser of
(i) an amount which does not exceed the Average Contribution
Percentage for all Participants other than Highly
Compensated Participants by more than two (2) percentage
points, or
(ii) the Average Contribution Percentage for all Participants
other than Highly Compensated Participants multiplied by
two (2).
If a Highly Compensated Participant is a participant in any other plan
established or maintained by an Affiliated Company pursuant to which elective
deferrals under a cash or deferred arrangement or matching contributions, both
as defined in section 401(m)(4) of the Code, or employee contributions, are
made, such other plan shall be deemed to be a part of this Plan for the purpose
of determining the Deduction Limitation Percentage with respect to that
Participant.
1.230 "DEFERRAL ACCOUNTS" means and refers to a Participant's
Compensation Deferral and Supplemental Deferral Accounts.
1.240 "DEFERRAL CONTRIBUTION" means, as applicable, a Compensation
Deferral Contribution or a Supplemental Deferral Contribution.
1.250 "DEFERRAL LIMITATION PERCENTAGE" means the maximum deferral
percentage in each Plan Year for the group of Highly Compensated Participants
and shall be that percentage amount which does not exceed the greater of:
(a) the Average Deferral Percentage for all Participants other than
Highly Compensated Participants multiplied by one and twenty-five
hundredths (1.25); or
(b) the lesser of
(i) an amount which does not exceed the Average Deferral
Percentage for all Participants other than Highly
Compensated Participants by more than two (2) percentage
points, or
(ii) the Average Deferral Percentage for all Participants other
than Highly Compensated Participants multiplied by two (2).
If any Highly Compensated Participant is a participant in any other cash or
deferred arrangement within the meaning of section 401(k) of the Code
established or maintained by an Affiliated Company, for the purpose of
determining the Deferral Limitation Percentage with respect to such Highly
Compensated Participant such other cash or deferred arrangement shall be deemed
to be a part of this Plan.
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<PAGE> 12
1.260 "DIVERSIFIED FUND" means the fund established by the Trustee pursuant
to Section 10.020(a)(i).
1.270 "DIVESTED COMPONENT" means a component of the Company or of an
Affiliated Company which ceases to be a component of the Company or of an
Affiliated Company, by reason of its divestiture or any action incident
thereto.
1.280 "EFFECTIVE DATE" means December 1, 1982.
1.290 "ELIGIBLE EMPLOYEE" means any salaried employee (including any
officer) employee of an Affiliated Company to which the benefits of the Plan
have been extended by the Board of Directors of Allen-Bradley Company, Inc.
Eligible Employee shall not include any director of the Company not otherwise
so employed, nor any person who is covered by a collective bargaining agreement
between employee representatives and the Company.
1.300 "ELIGIBLE RETIREMENT PLAN" means:
(a) an individual retirement account described in section 408(a) of the
Code,
(b) an individual retirement annuity described in section 408(b) of the
Code,
(c) an annuity plan described in section 403(a) of the Code, or
(d) a qualified plan (which is a defined contribution plan) described
in section 401(a) of the Code,
which accepts an individual's eligible rollover distributions; provided,
however, that in the case of an eligible rollover distribution to a
Participant's surviving Spouse, only an individual retirement account or
individual retirement annuity described in (a) and (b) above shall be deemed to
be an Eligible Retirement Plan.
1.310 "EMPLOYEE" means any person who is employed by the Company or by an
Affiliated Company, including an Eligible Employee. "Employee" shall, to the
extent permitted by section 406 of the Code, be deemed to include any United
States citizen regularly employed by a foreign subsidiary or affiliate of the
Company.
1.320 "EMPLOYMENT COMMENCEMENT DATE" means the date on which a person
first becomes an Employee of the Company or an Affiliated Company.
1.330 "EMPLOYMENT SEVERANCE DATE" means:
(a) the date on which an Employee quits, retires, is discharged or
dies,
(b) in the case of an Employee who remains absent from work under a
written leave of absence granted by the Company, the first
anniversary of such leave
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<PAGE> 13
of absence, except that an Employee who has a leave of absence in
excess of one (1) year who thereafter returns to work with the
Company for a period at least equal to the entire period of the
leave of absence shall not be considered as having an Employment
Severance Date by reason of such absence.
If an Employee enters the armed forces of the United States or the Public
Health Service directly from employment with the Company, has not
voluntarily reenlisted and returns to employment with the Company for a
period of at least one (1) year immediately after his or her return to the
Company, the Employee will not be deemed to have an Employment Severance
Date by reason of such military service.
1.340 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.350 "FIXED INCOME FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(ii).
1.360 "GUARANTEED RETURN FUND" means the fund established by the Trustee
pursuant to Section 10.020(a)(iv).
1.370 "HIGHLY COMPENSATED PARTICIPANTS" means those Participants who are
"highly compensated employees" within the meaning of section 414(q) of the
Code. The Plan Administrator may determine those Employees who are "highly
compensated employees" for purposes of this Section 1.370 in any manner
permitted by said section 414(q).
1.380 "INTERMEDIATE TERM BOND FUND" means the fund established by the
Trustee pursuant to Section 10.020(a)(iii).
1.390 "INVESTMENT FUNDS" means the Diversified Fund, the Fixed Income
Fund, the Guaranteed Return Fund, the Intermediate Term Bond Fund and Stock
Fund B.
1.400 "INVESTMENT MANAGER" means the one or more investment managers
within the meaning of ERISA section 3(38) appointed pursuant to Section
10.020(b)(i).
1.410 "INVESTMENT MANAGER ACCOUNT" means the one or more investment
manager accounts established pursuant to Section 10.020(b)(i) of the Plan.
1.420 "LAYOFF" means an involuntary severance of employment, other than a
discharge from employment for cause.
1.430 "MATERNITY OR PATERNITY LEAVE" means any period of absence by
reason of the pregnancy of the Participant, the birth of a child of the
Participant, the placement of a child with the Participant in connection with
the adoption of such child by the Participant, or the caring for such child for
a period beginning immediately following
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<PAGE> 14
such birth or placement; provided, however, that the Participant shall have
complied with the Company's request to furnish the Plan Administrator such
timely information as may be reasonably required to establish that the absence
is for such reason and the number of days for which there was such an absence.
1.440 "NAMED FIDUCIARY" means the Plan Committee, the Plan Administrator,
the Administrative Committee, the Trustee(s) and any Investment Manager(s).
1.450 "PARTICIPANT" means a person who has elected to participate in the
Plan in accordance with Article II; provided, however, that such term shall
include a person who no longer has an effective election under Article II only
so long as he or she retains a vested interest in an Account under the Plan."
1.460 "PLAN" means this Allen-Bradley Savings and Investment Plan for
Salaried Employees, as from time to time amended.
1.470 "PLAN ADMINISTRATOR" means the person so designated by name or
corporate office by the Board of Directors.
1.480 "PLAN COMMITTEE" means the Rockwell International Corporation
Employee Benefit Plan Committee.
1.490 "PLAN YEAR" means the twelve-month period commencing on January 1st
and ending on December 31st of each year.
1.500 "REEMPLOYMENT DATE" means the date on which a person first becomes
an Employee of the Company following an Employment Severance Date.
1.510 "RETIREE" means a Participant who has entered Retirement status
pursuant to a retirement plan of the Company or any Affiliated Company,
excluding, for purposes of the election available to such a Retiree under
Section 2.050(b)(iii), any former Employee who terminated employment with the
Company or an Affiliated Company as a deferred vested Participant and who later
attained Retirement age under the retirement plan.
1.520 "RETIREMENT" means retirement (whether early, disability or normal
retirement) of a Participant pursuant to a retirement plan of the Company or
any Affiliated Company.
1.530 "ROCKWELL" means Rockwell International Corporation, a Delaware
corporation.
1.540 "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.
1.550 "ROLLOVER ACCOUNT" means the Plan Account described in Section
2.028 which is comprised of rollover amounts, adjusted by gains or losses
related thereto, which are transferred to the Plan pursuant to the terms of the
said Section.
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<PAGE> 15
1.560 "STOCK FUND A" means the fund established by the Trustee pursuant to
Section 10.020(a)(v).
1.570 "STOCK FUND B" means the fund established by the Trustee pursuant to
Section 10.020(a)(vi).
1.580 "SUPPLEMENTAL DEFERRAL ACCOUNT" means the Account with respect to a
Participant which is comprised of Supplemental Deferral Contributions, as
adjusted by gains or losses related to thereto.
1.590 "SUPPLEMENTAL DEFERRAL CONTRIBUTION" means an amount contributed on
behalf of a Participant pursuant to the Participant's election under Section
2.020(b).
1.600 "TENDER OFFER" means any tender offer for, or request or invitation
for tenders of, the Common 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.
1.610 "TRANSFER CONTRIBUTIONS" means the amounts described in Section
2.025 which are transferred to the Plan pursuant to the terms of the said
Section.
1.620 "TRUST AGREEMENT" means the trust agreement established pursuant to
Section 10.010 of this Plan.
1.630 "TRUST FUND" means the fund, including the earnings thereon, held
by the Trustee for all contributions made by Participants and the Company
pursuant to the Plan. The Trust Fund shall be divided into and comprised of
the Investment Funds and Stock Fund A as herein described.
1.640 "TRUSTEE" means the trustee(s) of the trust described in Article X
of this Plan.
1.650 "UNIT" means the unit of measurement of a Participant's Trust Fund
interest.
1.660 "VALUATION DATE" means the last business day of each month or such
other business day as the Plan Committee may determine.
1.670 "VESTING SERVICE" means the period commencing with an Employee's
Employment Commencement Date and ending with the Employee's Employment
Severance Date and the period from an Employee's Reemployment Date to the
Employee's subsequent Employment Severance Date. In addition, Vesting Service
shall include the period between an Employee's Employment Severance Date and
Reemployment Date, if such period does not exceed twelve (12) months, except
that if an Employee is absent because of a layoff or leave of absence and then
quits, is discharged or retires, the period of time during which the Employee
may return and receive Vesting Service begins on the date of quit, discharge or
retirement and ends one (1) year from the first day of such lay-off or leave of
absence. Vesting Service shall not include service performed prior to any
break in service prior to December 1, 1976
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<PAGE> 16
which resulted in a loss of service under the Allen-Bradley Pension Plan as in
effect on November 30, 1976.
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<PAGE> 17
ARTICLE II PARTICIPATION
2.010 ELIGIBLE EMPLOYEES.
(a) Each Eligible Employee of the Company shall be eligible to become a
Participant in and make contributions to the Plan and shall
continue to be eligible to do so for so long as he or she falls
within the definition of an Eligible Employee, as defined by the
Plan.
(b) Participation of any Eligible Employee in the Plan shall be
entirely voluntary. An election to participate shall become
effective on the as soon as is reasonably possible following
receipt by the Plan Administrator of the said election.
(c) No contributions shall be made by, or with respect to, any
Participant after any of the following events until such
Participant again makes an election under subsection (b):
(i) the Participant ceases to be an Eligible Employee;
(ii) the Participant receives a distribution under Section
5.020, 5.030 or 5.040; or
(iii) the Participant voluntarily elects to have contributions
suspended under Section 8.010.
(d) No contributions shall be made by, or with respect to, any
Participant during any period of suspension of contributions
described in Section 8.010 or 8.020.
2.020 DEFERRAL AND DEDUCTION CONTRIBUTION ELECTIONS. An Eligible
Employee who has notified the Company of his or her election to become a
Participant shall also take either or both of the actions described in
subsections (a) and (b) below:
(a) Such a Participant may elect to defer receipt of an amount equal to
1%, 2%, 3%, 4%, 5% or 6% of his or her Base Compensation, which
amount shall be contributed as a Compensation Deferral Contribution
to the Participant's Compensation Deferral Account.
(b) If a Participant has elected to defer 6% of his or her Base
Compensation pursuant to this subsection in order to make a
Compensation Deferral Contribution under subsection (a), the
Participant may also elect:
(i) in the case of a Participant who is not a Highly
Compensated Participant, to defer receipt of an amount
equal to an additional 1%, 2% or 3% of his or her Base
Compensation, or
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<PAGE> 18
(ii) in the case of a Participant who is a Highly Compensated
Participant, to defer receipt of an amount equal to an
additional 1% or 2% of his or her Base Compensation
as a Supplemental Deferral Contribution to a Supplemental Deferral
Account.
(c) In addition to the election available to such a Participant under
subsections (a) and (b), the Participant shall also be permitted to
authorize deduction, in 1% multiples, of an amount from his or her
Base Compensation, which amount shall be contributed as a
Compensation Deduction Contribution to the Participant's
Compensation Deduction Account; provided, however, that, in the
aggregate, a Participant's total Compensation Deduction
Contributions for a Plan Year under this subsection (c) shall not
exceed 14% of Base Compensation, net of amounts deferred by him or
her under subsections (a) and (b), for that Plan Year.
(d) The Board of Directors, in extending the benefits of the Plan to a
component of an Affiliated Company may place such limitations as it
deems appropriate on the amount of Compensation Deferral
Contributions, Supplemental Deferral Contributions and/or
Compensation Deduction Contributions which may be made with respect
to or by a Participant employed by such component. Compensation
Deduction Contributions under this Section shall be made only by
payroll deductions unless, under exceptional circumstances, another
method of contribution is approved by the Plan Committee.
2.025 TRANSFER CONTRIBUTIONS. Transfers to this Plan of a Participant's
interest in another individual account plan shall be permitted in the
situations and pursuant to the requirements set forth below:
(a) A Participant who is presently an Eligible Employee but who
formerly, though an Employee, was not an Eligible Employee may
elect (by providing the Plan Administrator with notice thereof) to
have the entire amount credited to him in any qualified individual
account plan of the Company, in the Reliance Electric Company
Savings and Investment Plan or in the Rockwell International
Corporation Savings Plan transferred to this Plan; provided,
however, that such a transfer shall not be permitted unless and
until the Plan Administrator has determined that the amount to be
transferred from the said qualified individual account plan or the
said Savings and Investment Plan or Savings Plan is not subject (or
is no longer subject) to any provisions or limitations attributable
to it under the said qualified individual account plan which are
inconsistent with the provisions of this Plan.
(b) With the prior consent of the Plan Administrator, which consent may
be given only in connection with the Company's acquisition of the
stock or assets of another business organization and the extension
of this Plan to that business
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<PAGE> 19
organization, the account balances of persons who were participants in an
individual account plan which was sponsored by the acquired organization,
but who have become Eligible Employees, may be transferred to this Plan.
Such transferred account balances (which shall be entirely in cash or, if
the said balances consist in whole or in part of participant loans from the
transferring plan, in cash and in kind), shall constitute Transfer
Contributions and shall not constitute Deferral or Deduction Contributions
under Section 2.020.
(c) Transfer Contributions shall be credited to the Participant's Plan
Accounts as follows:
(i) that portion of such balance attributable to employer
contributions made pursuant to deferral elections under
section 401(k) of the Code shall be credited to the
Participant's Compensation Deferral Account;
(ii) that portion of such balance attributable to employer
contributions other than those described in paragraph (i)
above shall be credited to the Participant's Compensation
Deferral Account, but the Participant's tax basis under the
Code in such contributions shall be the same as his or her
tax basis under the individual account plan from which such
contributions are transferred or distributed; and
(iii) that portion of such balance attributable to employee
contributions made on an after-tax basis, shall be credited
to the Participant's Compensation Deduction Account.
(e) No Company Contributions will be made under Article III with
respect to the Transfer Contributions described in this Section
2.025.
2.028 ROLLOVER CONTRIBUTIONS. Rollovers to this Plan of a Participant's
interest in another individual account plan shall be permitted in the
situations and pursuant to the requirements set forth below:
(a) A Participant who is presently an Eligible Employee but who
formerly was a participant in a qualified individual account plan
maintained by another employer may elect (by providing the Plan
Administrator with notice thereof) to have the entire amount
credited to him in the said individual account plan transferred to
this Plan; provided, however, that such a transfer shall not be
permitted unless and until the Plan Administrator has determined:
(i) the amount to be transferred from the said qualified
individual account plan qualifies as an eligible rollover
amount under Code section 402(a)(5); and
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<PAGE> 20
(ii) the said eligible rollover amount is not subject (or is no
longer subject) to any provisions or limitations
attributable to it under the said qualified individual
account plan which are inconsistent with the provisions of
this Plan.
(b) Such transferred account balances (which shall be entirely in
cash), shall constitute Rollover Contributions and shall not
constitute Deferral or Deduction Contributions under Section 2.020.
(c) Eligible rollover amounts which have been so transferred shall be
credited to a Rollover Account for the Participant, which Account
shall be maintained separately for each Participant who has
effected such a transfer to this Plan. A Participant's Rollover
Account shall be administered in the same manner as are the other
Accounts maintained on his or her behalf, including the investment
provisions of Sections 2.050, 2.060 and 2.070 of this Article.
2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS.
(a) The aggregate amount, with respect to a Participant, in any
calendar year of:
(i) Compensation Deferral Contributions and Supplemental
Deferral Contributions to the Plan,
(ii) all elective deferrals under any other cash or deferred
arrangement as defined in section 402(g) of the Code which
are maintained by an Affiliated Company, and
(iii) all elective employer contributions to any simplified
employee pension as defined in and pursuant to sections
408(k)(1) and (6), respectively, of the Code which are
maintained by an Affiliated Company,
may not exceed Seven Thousand Dollars ($7,000) or such larger sum
as may be established pursuant to section 402(g)(5) of the Code.
(b) Prior to the beginning of, and periodically during, each Plan Year
the Administrative Committee shall test:
(i) deferral elections under Sections 2.020(a) and (b), in
order to determine whether the Average Deferral Percentage
for Highly Compensated Participants exceeds the Deferral
Limitation Percentage; and
(ii) deduction elections under Sections 2.020(c), as well as
Company Contributions under Section 3.010, in order to
determine whether the Average Contribution Percentage for
Highly Compensated Participants exceeds the Deduction
Limitation Percentage.
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<PAGE> 21
(c) If the Administrative Committee determines that Compensation
Deferral and Supplemental Deferral Contributions made for any Plan
Year on behalf of the Highly Compensated Participants would (if not
reduced) cause the Average Deferral Percentage of such Employees to
exceed the Deferral Limitation Percentage, it shall report such
determination, through the Plan Administrator, to the Plan
Committee. In such event, the Plan Committee shall reduce any
Compensation Deferral Contributions and Supplemental Deferral
Contributions elected by the Highly Compensated Participants, so
that the Deferral Limitation Percentage is not exceeded for the
Plan Year. Such reduction shall be effective as of the first
payroll payment date in the month following such determination and
shall be made as set forth below:
(i) First, Highly Compensated Participants electing
Supplemental Deferral Contributions in an amount equal to
2% of Base Compensation shall have their elections reduced
to 1%. If, following the said reductions, the Deferral
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Supplemental Deferral Contributions
in an amount equal to 1% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 0%.
(ii) Second, if, following the above reductions, the Deferral
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Compensation Deferral Contributions
in an amount equal to 6% of Base Compensation shall have
their elections reduced to 5% of Base Compensation. If,
following the said reductions, the Deferral Limitation
Percentage is still exceeded, Highly Compensated
Participants electing Compensation Deferral Contributions
in an amount equal to 5% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 4%.
(iii) Third, if, following the reductions described in paragraph
(i), the Deferral Limitation Percentage is still exceeded,
Highly Compensated Participants electing Compensation
Deferral Contributions in an amount equal to 4% of Base
Compensation shall have their elections reduced to 3%. If,
following the reductions described in the preceding
sentence, the Deferral Limitation Percentage is still
exceeded, Highly Compensated Participants electing
Compensation Deferral Contributions in an amount equal to
3% of Base Compensation (including any Highly Compensated
Participants whose elections were reduced under the terms
of the preceding sentence) shall have their elections
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<PAGE> 22
reduced to 2%. The process set forth in this paragraph
(ii) shall continue until the Average Deferral Percentage
for the Highly Compensated Participants does not exceed
the Deferral Limitation Percentage.
(iv) To the extent permitted under subsection (d) below, the
amount representing the additional amount of Base
Compensation which would have been contributed as
Compensation Deferral Contributions or Supplemental
Deferral Contributions on behalf of the Participant shall
be contributed by the Participant to the Plan, as
appropriate, as Compensation Deduction Contributions. In
addition, to the extent permitted by regulation, the Plan
Committee may during or following a Plan Year cause
Deferral Contributions made on behalf of Highly Compensated
Participants to be recharacterized (on a uniform and
non-discriminatory basis) as Compensation Deduction
Contributions to the extent necessary to prevent the
Average Deferral Percentage for the said Participants for
any Plan Year from exceeding the Deferral Limitation
Percentage.
(d) If the Administrative Committee determines that Compensation
Deduction Contributions made for any Plan Year by the Highly
Compensated Participants would (if not reduced) cause the Average
Contribution Percentage of such Employees to exceed the Deduction
Limitation Percentage, the Administrative Committee shall report
such determination, through the Plan Administrator, to the Plan
Committee. In such event, the Plan Committee shall reduce any
Compensation Deduction Contributions elected by the Highly
Compensated Participants, so that the Deduction Limitation
Percentage is not exceeded for the Plan Year. Such reduction shall
be effective as of the first payroll payment date in the month
following such determination and shall be made as set forth below:
(i) First, Highly Compensated Participants electing
Contribution Deduction Contributions in an amount equal to
14% of Base Compensation shall have their elections reduced
to 13%. If, following the said reductions, the Deduction
Limitation Percentage is still exceeded, Highly Compensated
Participants electing Contribution Deduction Contributions
in an amount equal to 13% of Base Compensation (including
any Highly Compensated Participants whose elections were
reduced under the terms of the preceding sentence) shall
have their elections reduced to 12%.
(ii) Second, if, following the reductions described in paragraph
(i), the Deduction Limitation Percentage is still exceeded,
Highly Compensated Participants electing Compensation
Deduction Contributions in an amount equal to 12% of Base
Compensation shall have their elections reduced to 11%.
If, following the
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<PAGE> 23
reductions described in the preceding sentence, the
Deduction Limitation Percentage is still exceeded, Highly
Compensated Participants electing Compensation Deduction
Contributions in an amount equal to 11% of Base
Compensation (including any Highly Compensated
Participants whose elections were reduced under the terms
of the preceding sentence) shall have their elections
reduced to 10%.
(iii) The process set forth in paragraphs (i) and (ii) shall
continue until the Average Contribution Percentage for the
Highly Compensated Participants does not exceed the
Deduction Limitation Percentage.
(e) Reductions in Compensation Deferral, Supplemental Deferral and
Compensation Deduction Contributions made under subsections (c)
and/or (d) shall remain in effect for the remainder of the Plan
Year, unless the Administrative Committee determines that changed
circumstances permit an increase in any or all such Contributions.
If the Administrative Committee makes such a determination, the
Plan Committee shall determine the amount by which such
Contributions shall be increased for the balance of the Plan Year.
(f) If it shall be determined as a result of tests of contribution
elections pursuant to subsection (c) that there shall be "excess
aggregate contributions" (as defined in and determined pursuant to
section 401(m)(6) of the Code) in any Plan Year, such excess
aggregate contributions and all income allocable thereto shall be
distributed, or, if forfeitable, forfeited, in the manner and
within the time required by the said section 401(m)(6).
(g) The Plan shall comply with the limitation on multiple use of the
alternative limitation as described in section 1.401(m)-(2)(b) of
the Treasury Regulations under Code section 401(m).
2.040 CHANGES OF EMPLOYEE CONTRIBUTION ELECTIONS. A Participant may from
time to time change the rate of his or her Compensation Deduction Contribution
and/or his or her Compensation or Supplemental Deferral Contributions. In
addition, a Participant who has an authorization in effect to make Deduction
Contributions and/or has elected to have Deferral Contributions made on his or
her behalf may revoke or revise such an authorization or election. Any
changes, revisions or revocations described in this Section, if made by a
Participant, shall be effective as soon as is reasonably possible after receipt
by the Plan Administrator of his or her election.
2.050 INVESTMENT OF CONTRIBUTIONS. In addition to the elections and
authorizations with regard to the types and rates of contribution which are
described above in this Article, a Participant shall elect in which Investment
Funds his or her Compensation Deferral Contributions, Supplemental Deferral
Contributions,
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<PAGE> 24
Compensation Deduction Contributions and Transfer Contributions are to be
invested. Such investments shall be elected by the Participant among the
Investment Funds in increments of five percent (5%), with the total of the
elected percentage increments equalling one hundred percent (100%).
2.060 CHANGES IN INVESTMENT ELECTIONS. A Participant may make an
Investment Fund election or change any previous Investment Fund election he or
she has made under Section 2.060 regarding his or her Deferral Contributions
and Deduction Contributions. Such election or change of election may be made
by the Participant once per calendar year quarter and shall be effective as of
the last business day of the month in which the election or change of election
is made.
2.070 TRANSFER OF INVESTMENTS.
(a) A Participant may elect once in each calendar year quarter, by
giving the Company notice of such election, to have the whole or
portions of the value of Units in one or more of the Investment
Funds (other than Stock Fund B and the Guaranteed Return Fund),
which Units are attributable to his or her Deferral, Deduction and
Transfer Contributions under Section 2.020, transferred into, and
then converted to Units of, one or more of the other Investment
Funds (including Stock Fund B, but excluding the Guaranteed Return
Fund). The Unit transfers and conversions described in the
preceding sentence shall be effected on the first day of the
calendar month immediately succeeding the month in which elected by
the Participant and shall be in increments of 5% of the value of
the Participant's Units in the transferring Fund(s).
(b) In addition to the elections available under subsection (a), the
following elections shall be available to eligible Participants:
(i) A 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 all Units (or 100% of such total value, if
$25.00 or less) in Stock Fund B, which are attributable to
the Participant's Deferral, Deduction and/or Transfer
Contributions, transferred, in increments of five percent
(5%), into any one or more of the Investment Funds, other
than the Guaranteed Return Fund.
(ii) A 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 all Units (or
100% of such total value, if $25.00 or less) in Stock Fund
B, which are attributable to the Participant's Deferral,
Deduction and/or Transfer Contributions, transferred, in
increments of five percent (5%), into any one or more of
the Investment Funds, other than the Guaranteed Return
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<PAGE> 25
Fund; 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 who is still an Employee and has attained age
sixty-five (65) or a Retiree who has elected deferred
distribution pursuant to Section 5.020(b) may elect once
each calendar year quarter to have the total value or a
portion (in 5% increments) of the total value of all Units
in Stock Funds A and B, which are attributable,
respectively, to (1) Company Contributions and (2)
Deferral, Deduction and/or Transfer Contributions
transferred, in increments of five percent (5%), into any
one or more of the Investment Funds, other than the
Guaranteed Return Fund.
(A) If, as a result of an election made pursuant to
this paragraph (iii), one hundred percent (100%)
of the Participant's interest in Stock Fund A has
been transferred to other Investment Funds, all
subsequent Company Contributions, if any, made to
the Participant's Company Contribution 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
Section 2.050.
(B) If less than one hundred percent (100%) of the
Participant's interest in Stock Fund A has been so
transferred, such Company Contributions shall
continue to be made in the manner described in
Section 3.010(b).
(c) The effective date of an election under this Section 2.070 shall
be, and the value of all Units elected to be converted hereunder
shall be determined as of, the first Valuation Date following the
date on which such election is received by the Company. Such
conversion shall be effected by the conversion of such Units into
cash and the transfer of such cash to the designated Fund. Such
transfer shall be effected by the Trustee on or before the
Valuation Date in the second month succeeding the month in which
the election was received.
(d) All elections under this Section shall be irrevocable and shall not
affect the Participant's right to exercise any other election
provided by the Plan.
(e) A Participant with Units in the Guaranteed Return Fund may elect
prior to the Valuation Date upon which any contract under the
Guaranteed Return Fund or any interest guarantee period under any
such contract expires, to
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<PAGE> 26
transfer and convert all or a portion of his interest under such contract
to Units in the Diversified Fund, Stock Fund B, the Intermediate Term Bond
Fund and/or the Fixed Income Fund or to reinvest all or a portion of his
interest in the Guaranteed Return Fund contract currently offered at that
time. Such conversion or reinvestment shall be effected in increments of
5%, but totalling 100% of his interest and shall be based upon the value of
Units in the respective Funds as of the later of the date of such
expiration or the Valuation Date immediately preceding the transfer of
funds. The interest under a Guaranteed Return Fund contract of a
Participant who does not make an election under this subsection shall be
invested in the Guaranteed Return Fund contract currently offered at that
time.
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<PAGE> 27
ARTICLE III COMPANY CONTRIBUTIONS
3.010 MATCHING AMOUNTS. The Company shall contribute to the Trust Fund
on a monthly basis and out of its current or accumulated earnings and profits,
but not otherwise, as Company Contributions such amount, on such basis and in
such manner and form as is set forth below:
(a) Each Company Contribution shall be in the form of a matching
contribution and shall be equal to such percentage of a
Participant's Compensation Deferral Contributions and Compensation
Deduction Contribution as shall be computed pursuant to the
provisions of paragraphs (i) and (ii):
(i) Subject to the adjustments and limitations described in
paragraphs (ii) and (iii) of this subsection (a), the
matching contribution with respect to a Participant's
Compensation Deferral and Compensation Deduction
Contributions shall be equal to the applicable percentage
set forth in the schedule found below, based upon growth in
Consolidated Net Sales, using the year-to-date Consolidated
Net Sales figures for the previous fiscal quarter and
comparing the said figures to the year-to-date Consolidated
Net Sales figures for the corresponding period in the prior
fiscal year:
<TABLE>
<CAPTION>
CONSOLIDATED NET MATCH
SALES INCREASE PERCENTAGE
---------------- ----------
<S> <C>
Less than 6% 50%
At least 6% but less than 8% 66-2/3%
At least 8% but less than 10% 83-1/3%
10% or greater 100%
</TABLE>
(ii) In determining the applicable matching contribution
percentage under paragraph (i) above, the 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,
or
(B) net sales of any divested stand-alone Rockwell
Automation business which was sold during the
current fiscal year or the previous fiscal year.
(iii) Company Contributions shall not exceed an amount equal to
6% of a Participant's Base Compensation. No Company
Contributions shall be made with respect Supplemental
Deferral Contributions and Transfer Contributions.
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<PAGE> 28
(b) Except as provided in Section 2.070(b)(iii), contributions by the
Company may, at the option of the Board of Directors, be in the
form of any combination of Common Stock and cash. The Company's
Common Stock shall be valued at the closing price reflected on the
New York Stock Exchange--Composite Transactions listing on the
Valuation Date immediately preceding the date on which the
contribution is made.
(c) The Company shall notify the Plan Administrator no later than
fifteen (15) days in advance, if the form of contributions to be
made for any month will be changed from that of the immediately
preceding month.
3.020 APPLICATION OF FORFEITURES. Amounts which have been forfeited in
accordance with the provisions of this Plan shall be applied to reduce
subsequent Company Contributions required hereunder. If the Plan should be
terminated, any amount not previously so applied shall be credited ratably to
the Accounts of all Participants in proportion to the amounts of Company
Contributions credited to their respective Accounts during the most recent Plan
Year.
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<PAGE> 29
ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS
4.010 PARTICIPANT'S ACCOUNTS. Separate Deferral, Deduction and Rollover
Accounts shall be established and maintained by the Trustee (or by such other
person or persons as the Plan Committee shall designate) to represent all
amounts (if any), adjusted for gains or losses thereon, which have been
contributed by or on behalf of a Participant as Compensation Deferral,
Supplemental Deferral, Compensation Deduction and Transfer Contributions (as
well as rollovers described in Section 2.028). In addition, the Trustee (or by
such other person or persons as the Plan Committee shall designate) shall
establish and maintain a Company Contribution Account to represent the value of
Company Contributions, as adjusted for gains or losses. Such separate Accounts
shall contain sufficient information to permit a determination of the dollar
balance of such Participant's Accounts at any time, in accordance with the Unit
valuation procedures described in Section 4.020 through 4.040. Such separate
Accounts shall also contain sufficient information to permit, with respect to
Stock Fund A and Stock Fund B, a determination of the number of Common Units in
the Participant's Accounts.
4.020 CREDITING OF UNITS TO ACCOUNTS.
(a) The interest of each Participant in the Investment Funds and in
Stock Fund A (including that part of the Diversified Fund or the
Fixed Income Fund resulting from Company Contributions) shall be
represented by Units allocated to his or her Accounts. The value
of each Unit shall be One Dollar ($1.00) for the contributions
deposited on behalf of each Participant prior to the first
Valuation Date following the effective date of the particular
Investment Fund.
(b) Each contribution on behalf of a Participant to, or payment made to
a Participant from, an Investment Fund or Stock Fund A shall result
in a credit or charge to the Account representing his or her
interest in the said Fund or contract under his or her Company
Contribution Account, Deferral Accounts, Deduction Account and
Rollover Account, as applicable, and shall be equal to the number
of Units contributed or paid as the case may be.
(c) Dividends on Common Stock held in Stock Fund A and Stock Fund B
shall result in an appropriate increase in the Unit values of the
said Funds.
4.030 UNIT VALUATIONS. Except as otherwise provided in Section 4.020, as
of each Valuation Date, an amount equal to the fair market value of all
property in the Funds (other than dividends received which are attributable to
whole shares of Common Stock which were or are to be transferred to
Participants subsequent to the record date for such dividend) or under a
contract, in the case of the Guaranteed Return Fund, shall be determined by the
Trustee in such manner and on such basis as it shall deem appropriate. Such
amount shall be divided by the total number of Units credited to all the
Participants in the Fund or under the contract concerned on the particular
Valuation Date, thereby establishing a new Unit value. With respect to each
Fund, each contribution or other payment thereto or payment therefrom after
such Valuation Date and prior to or on the next Valuation Date shall be
converted to Units (in the cases of
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<PAGE> 30
Stock Fund A and Stock Fund B, to Common Units) by dividing such new Unit value
into the amount of such contribution or payment, and the individual Account of
each affected Participant representing his or her interest in the Fund or
contract under his or her Company Contribution Account, Deferral Accounts,
Deduction Account and Rollover Account, as applicable, shall be credited or
charged, as the case may be, with the portion of the number of Units so
attributable to such Participant. The value of each contract under the
Guaranteed Return Fund shall be equal to the principal amount held in such Fund
plus accrued interest.
4.040 BALANCE OF PARTICIPANT'S ACCOUNTS. As of any specified date, the
dollar balance of the Accounts of each Participant representing the interest of
each Participant in each Fund or contract under his or her Company Contribution
Account, Deferral Accounts, Deduction Account and Rollover Account, as
applicable, shall be determined by multiplying the number of Units in his or
her current balance by the Unit value as of the last preceding Valuation Date
in accordance with the foregoing and adding to the resulting dollar balance the
amount of contributions made with respect to such Account since the last
valuation date for which Units have not yet been credited. Only those
contributions actually received by the Trustee will be considered in making
valuations and determining Account balances.
4.050 STATEMENTS OF PARTICIPANTS. After the end of each calendar year or
more frequently as the Plan Administrator shall determine, the Plan
Administrator (or if the Plan Administrator shall so determine, the Trustee)
shall forward by mail to each Participant a statement, in such form as the Plan
Administrator shall determine, setting forth pertinent information relative to
each Participant's Accounts. Such statement shall, for all purposes, be deemed
to have been accepted as correct unless the Plan Administrator (or the Trustee,
as the case may be) is notified to the contrary by mail within sixty (60) days
of the mailing thereof to the Participant.
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<PAGE> 31
ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT
5.010 VESTING.
(a) Each Participant shall at all times be fully vested in his or her
Deferral Accounts and Deduction Account and, if applicable, in his
or her Rollover Account. In addition, a Participant who attains
age sixty-five (65) while still an Employee, shall at all times
thereafter be fully vested in his or her Company Contribution
Account.
(b) With respect to the interest of a Participant who terminates
employment with all Affiliated Companies prior to attaining age
sixty-five (65), vesting of his or her Company Contribution Account
shall be in accordance with the following schedule:
<TABLE>
<CAPTION>
Years of
Vesting Service Vested Interest
--------------- ---------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
(c) This subsection (c) shall be applicable to any non-vested portion
of a Participant's Company Contribution Account at the time of his
or her termination of employment.
(i) If a Participant has an Employment Severance Date prior to
attaining age sixty-five (65) and has a Break in Service
which extends for a period of five (5) or more years
immediately following such Employment Severance Date, the
non-vested portion of the Participant's Company
Contribution Account shall be forfeited upon the expiration
of such five-year period.
(ii) Subject to paragraph (iii) below, if a Participant has an
Employment Severance Date prior to attaining age sixty-five
(65) and receives a distribution from his or her
Compensation Deduction Account pursuant to Section
5.040(a), the non-vested portion of the Participant's
Company Contribution Account attributable thereto shall be
forfeited at the time such distribution is made.
(iii) Certain forfeitures described in the preceding paragraph
(ii) may be restored as follows:
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<PAGE> 32
(A) If a Participant is reemployed prior to incurring
a Break in Service of five (5) years and makes a
cash repayment to the Plan of the amounts which
were distributed from his or her Compensation
Deduction Account within five (5) years after his
or her Reemployment Date, the forfeited portion
shall be restored to his or her Company
Contribution Account.
(B) Such forfeiture restoration shall be accomplished
in the manner set forth in Section 4.040 by
reference to the Units in his or her Compensation
Deduction Account on his or her Employment
Severance Date and the value of those Units on the
Valuation Date coinciding with or immediately
preceding the said Severance Date.
(C) The amount, which shall not reflect interest, of
the repayment described in subparagraph (A) shall
be credited to the Participant's Compensation
Deduction Account and shall be allocated to the
Investment Funds (including any contract accounts
under the Guaranteed Return Fund) in the same
proportion that the Participant's Deduction and
Deferral Contributions under the Plan are then
currently being made to the Investment Funds.
(D) The non-vested portion of the Participant's
Company Contribution Account restored pursuant to
this paragraph (iii) shall subsequently vest as
provided in Section 5.010.
(iv) A Participant who terminates employment with all Affiliated
Companies and is subsequently reemployed by an Affiliated
Company at any time following his or her termination of
employment shall in all cases be credited with his or her
Vesting Service both prior to such termination of
employment and following his or her reemployment for
purposes of determining his or her vested interest in his
or her Company Contribution Account under Section 5.010(b).
(v) For the purposes of this Section, in the case of an
Employee who is absent from work by reason of a Maternity
or Paternity Leave, the five (5) year Break in Service
period shall not be deemed to
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<PAGE> 33
have commenced until the earlier of the date on which he or she terminates
employment by reason of his or her retirement, death, voluntary quit or
discharge or the second anniversary date of the commencement of his or her
Maternity or Paternity Leave.
5.020 RETIREMENT, DEATH, LAYOFF, ETC.
(a) Upon the occurrence of a Participant's:
(i) Retirement,
(ii) Death, or
(iii) termination of employment because of inability to meet
Company medical standards,
all of the Units in the Participant's Company Contribution
Account shall become fully vested and nonforfeitable.
(b) Subject to the provisions of Section 5.050:
(i) As soon as is practicable after the occurrence of an event
described subsection (a), but not later than sixty (60)
days after the end of the Plan Year in which the event
shall have occurred, a Participant or Beneficiary, in the
case of death, shall receive all amounts described in
paragraph (ii). In the case, however, of Retirement, a
Participant who would otherwise receive a distribution
pursuant to the preceding sentence may nevertheless elect
at any time prior to the effective date of the Retirement
to remain in the Plan without any further contributions and
may elect to defer the Retirement distribution to a later
date, which date shall not be later than April 1 of the
calendar year following the calendar year in which the
Participant attains age seventy and one-half (70-1/2).
Distributions to such Participants shall be made pursuant
to the terms of Sections 5.025 and 5.030 of this Article.
(ii) The amounts which a Participant or Beneficiary (in the case
of the Participant's death) shall be entitled to receive
hereunder shall be as follows:
(A) Except with respect to Stock Fund A and Stock Fund
B, the Participant shall receive the full dollar
balance of his or her Accounts in such Funds.
Such balance shall be
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<PAGE> 34
determined in the manner provided by Section
4.040, by reference to the value of Units in
such Participant's Accounts on the Valuation Date
coinciding with or immediately preceding:
(1) the date of the Participant's
Retirement, Layoff or termination; or
(2) in the case of the Participant's death
or disability, the date all
documentation necessary to effect
distribution from the Plan is received
by the Plan Administrator.
(B) With respect to Stock Fund A and Stock Fund B, the
dollar balances in a Participant's Accounts in
such Funds as of the Valuation Date coinciding
with or immediately preceding:
(1) the Participant's Retirement, Layoff
or termination; or
(2) in the case of the Participant's death
or disability, the date all
documentation necessary to effect
distribution from the Plan is received
by the Plan Administrator,
(such balances to be determined in the manner
provided by Section 4.040 separately by reference
to the Common Units in the Participant's Account
on such Valuation Date and the respective Unit
values on such Valuation Date) shall be applied to
Common Stock, to the extent attributable to Common
Units. The Participant shall receive shares 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 on such Valuation
Date (or, in the event such Valuation Date falls
on a date on which for any reason there are no
trades of such stock reflected on such listing,
the last trading day preceding such Valuation
Date) with the portion of such dollar balance
attributable to the Common Units in his or her
Account. The Participant shall be paid in cash
the dollar amounts remaining in his or her
Accounts in Stock Fund A and Stock Fund B after
reduction of each such
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<PAGE> 35
Account by the value, based on such closing price, of the whole shares
previously described. In addition, the Participant shall be paid in cash
the amount of any cash dividends received since such Valuation Date
attributable to the number of whole shares of Common Stock distributed to
him or her as described in this subparagraph (B) and the dollar value of
any contributions to Stock Fund A and Stock Fund B in respect of such
Participant between such Valuation Date and the date of such Retirement,
death, Layoff or termination.
(c) Notwithstanding the provisions of subsections (a) and (b), if a
Participant attains age seventy and one-half (70-1/2) while still
an Employee, distribution to the Participant of the amounts
described in subsection (b)(ii) of this Section 5.020 shall be made
or commence to be made pursuant to the provisions, as applicable,
of Section 5.025 or 5.030 not later than April 1 of the calendar
year following the calendar year in which the Participant attains
age seventy and one-half (70-1/2).
5.025 FORM OF DISTRIBUTIONS TO PARTICIPANTS. Subject to the special
distribution provisions set forth in Section 5.030 of this Article:
(a) Any Participant who is eligible for and wishes to receive a
Retirement distribution under Section 5.020(b) shall make an
election concerning the form of distribution and shall provide such
election to the Plan Administrator prior to Retirement.
(i) The form of distributions elected hereunder shall be with
reference to the amounts described in subsection (b)(ii) of
Section 5.020 and shall be either:
(A) a lump sum payment; or
(B) ten (10) or fewer annual installment payments,
such installment payments to be equal to the value
of the Participant's Accounts as of the Valuation
Date immediately preceding distribution, divided
by the number of installments remaining at the
time of each payment. The initial installment
payment shall be made as soon as is practicable
after the effective date of the Participant's
election, with subsequent payments during the
elected installment payment period to be made as
of the anniversary date of the said initial
installment payment.
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<PAGE> 36
(ii) Notwithstanding the above, in the event that no election
concerning the form of Retirement distribution has been
received by the Plan Administrator from a Retiree by the
end of the calendar year in which the Retiree has attained
age seventy and one-half (70-1/2), the said Retirement
distribution shall be in the form of lump sum payment.
(iii) If a Retiree who had previously elected and commenced
receipt of installment payments pursuant to paragraph
(i)(2) returns to employment with the Company or an
Affiliated Company (other than as a member of the Company's
flexible work force), such installment payments shall be
suspended until the Retiree's subsequent Retirement, at
which time he or she shall be permitted again to make the
election described therein, subject to the provisions of
this Section 5.025.
(b) A Participant who is still an Employee and has attained age seventy
and one-half (70-1/2) and is, therefore, required to commence
distribution pursuant to the terms of Section 5.020(c), shall
receive or commence to receive the value of his or her Accounts no
later than April 1 of the calendar year following the calendar year
in which the Participant has attained the said age. Distributions
under this subsection (b) shall be over the period of the
Participant's life expectancy (pursuant to the terms of section
401(a)(9) of the Code). Upon the Participant's subsequent
Retirement, the Participant shall be entitled to make the election
provided for in the preceding subsection (a) with respect to the
balance of the Participant's account at that time.
(c) A Participant who had previously elected the form of distribution
described in subsection (a)(ii) or who had commenced receiving
payments from his or her Accounts over his or her life expectancy
under subsection (b) shall be permitted to revoke such election at
a later date, in the case of the distribution under subsection
(a)(i), and, in either case, accelerate receipt of the distribution
by electing distribution of the remaining Account balances in a
lump sum payment.
5.030 SPECIAL DISTRIBUTION PROVISION FOR PRE-10/1/95 ACCOUNT BALANCES.
With respect to amounts contributed to this Plan by Participants, the Company
or any Affiliated Company prior to October 1, 1995, the following special
annuity provisions shall be applicable, in addition to the distribution methods
set forth in Section 5.025, in the case of Participants to whom amounts are
payable by reason of Retirement:
(a) The optional forms of special annuity benefits are as follows:
(i) A monthly benefit payable to the Participant during the
Participant's lifetime.
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<PAGE> 37
(ii) A reduced monthly benefit payable during the lifetime of
the Participant with 50% of such monthly benefit payable
after the Participant's death to the spouse named at the
time the option is elected, until the death of the spouse.
(b) Absent any election to the contrary hereunder, it shall be assumed
by the Plan Administrator:
(i) in the case of a Participant who does not have a spouse on
the distribution date, that the Participant elected the
lump sum payment described in Section 5.025(a)(i)(A) above;
and
(ii) in the case of a Participant who does have a spouse on the
distribution date, that the Participant elected the
contingent annuity described in paragraph (a)(ii) with the
spouse as contingent annuitant;
(c) The annuities available hereunder shall be acquired on a
sex-neutral basis and shall be provided by applying the
Participant's account balance to purchase a single-premium
nontransferable annuity contract from a legal reserve life
insurance company as selected by the Plan Administrator.
(d) A Participant who is still an Employee and has attained age seventy
and one-half (70-1/2) and is, therefore, required to commence
distribution pursuant to the terms of Section 5.020(c), shall
receive or commence to receive the value of his or her Accounts no
later than April 1 of the calendar year following the calendar year
in which the Participant has attained the said age. Absent any
election to the contrary and with respect only to balances
attributable to contributions of the Participant, the Company or an
Affiliated Company made prior to October 1, 1995:
(i) in the case of a Participant who does not have a spouse on
the distribution date, distribution to the Participant will
be in the form of a lump sum payment, as described in
Section 5.025(a)(i)(A) above; and
(ii) in the case of a Participant who does have a spouse on the
distribution date, distribution will be made in the form of
the contingent annuity described in paragraph (a)(ii) with
the spouse as contingent annuitant.
Upon the Participant's subsequent Retirement, the Participant shall
be entitled to make the election provided for in subsection (a)
with respect to the said balances of the Participant's Account at
that time.
Amounts contributed by Participants, the Company or any Affiliated Company
after September 30, 1995 shall not be subject to this Section, but shall rather
be subject solely
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<PAGE> 38
to the distribution provisions of Section 5.025 of this Article. Furthermore,
if the aggregate value of a Participant's Accounts (including amounts
attributable to contributions made prior to and following September 30, 1995)
at the time of the Participant's Retirement or death is less than or equal to
Three Thousand Five Hundred Dollars ($3,500), the said Accounts shall be
distributed to the Participant or, when applicable, the Participant's
Beneficiary in the form of a lump sum payment.
5.035 EMPLOYEES OF DIVESTED COMPONENTS.
(a) Subject to the provisions of Section 5.050, any Participant who is
employed by a Divested Component immediately prior to its
divestiture and who does not continue employment with the Divested
Component shall have his or her Accounts distributed to him or her
by the Trustee in the manner provided in Sections 5.020 and 5.025.
(b) Any Participant who immediately prior to its divestiture is
employed by a Divested Component and who continues employment with
the Divested Component, shall become fully vested in all of the
Units in his or her Company Contribution Account. Subject to the
provisions of Section 5.050, the Accounts of such Participant shall
be distributable in the manner provided in Sections 5.020 and 5.025
or transferred by the Trustee to the trustee or other funding agent
of any appropriate plan established or otherwise maintained by the
acquiror of the said Divested Component in such a manner as to
ensure that no portion of the Accounts of any Participant
transferred hereunder shall be subject to forfeiture.
5.040 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Subject to the
provisions of Section 5.050, if a Participant's employment is terminated for
any reason other than those set forth in Sections 5.020, 5.035 and 8.020(a),
the Participant shall receive the following as soon as practicable:
(a) With respect to the Investment Funds (other than Stock Fund B), the
full dollar balance of his or her Accounts in such Funds. Such
balance shall be determined, in the manner provided in Section
4.040, by reference to the Units in such Participant Accounts on
the date of such termination and the value of each Unit on the
Valuation Date coinciding with or immediately preceding such date.
(b) With respect to Stock Fund B the dollar balance or balances in such
Participant's Accounts in such Fund, and with respect to Stock Fund
A the vested portion of the dollar balance or balances in such
Participant's Accounts in such Fund, both as of the Valuation Date
immediately preceding such termination (such balance or balances to
be determined in the manner provided by Section 4.040 separately by
reference to the Common Units in such Participant's Account on such
Valuation Date and the value of each such Unit on such Valuation
Date) shall each be applied to Common Stock to the
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<PAGE> 39
extent attributable to Common Units. With respect to each such fund, the
Participant shall receive shares 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 on such Valuation Date (or, in
the event such Valuation Date falls on a date on which for any reason there
are no trades of such stock reflected on such listing, the last trading day
preceding such Valuation Date) with such dollar balance (in the case of
Stock Fund A, the vested portion of such dollar balance) attributable to
the Common Units in his or her Account in such fund. The Participant shall
be paid in cash the dollar amount remaining in his or her Account in Stock
Fund B and in the vested portion of his or her Account in Stock Fund A
after reduction by the value, based on such closing price, of the whole
shares previously described. In addition, the Participant shall be paid in
cash the amount of any cash dividends received since such Valuation Date
attributable to the number of whole shares of Common Stock distributed to
him or her as described in this subsection (b).
5.050 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS. Notwithstanding
any other provisions of the Plan, if the aggregate value of the vested portion
of a Participant's Accounts is in excess of Three Thousand Five Hundred Dollars
($3,500) and the Participant has not attained age seventy and one-half (70-1/2)
at the time distribution of benefits under the Plan would otherwise be made, no
distribution of benefits under the Plan shall be made, unless the Plan
Administrator shall first have obtained the Participant's written consent
thereto.
(a) In the event such written consent is not so obtained, the vested
portion of the Participant's Accounts shall be retained by the Plan
and shall be maintained and valued in accordance with Article IV.
Distribution of the Participant's Accounts pursuant to this Section
shall be made following the date on which the Participant's written
consent to such distribution is obtained by the Plan Administrator
or, if earlier, the date on which the Participant attains age
seventy and one-half (70-1/2) or dies, in the same manner as if the
Participant had terminated employment on such date. If the
Participant is reemployed as an Employee prior to the date on which
such written consent is received by the Plan Administrator, the
Participant shall not have any further right to receive a
distribution of benefits as a result of his or her prior
termination of employment. Under no circumstances shall a
Participant have any right to withdraw any portion of the balance
of his or her Accounts under Article VI prior to the date of
distribution of benefits.
(b) With respect to amounts contributed to this Plan by Participants,
the Company or any Affiliated Company prior to October 1, 1995, no
later than April 1 of each year thereafter, each Participant who
attains age 70-1/2 during the preceding calendar year shall
commence receipt of monthly income pursuant to the provisions of
retroactive to the preceding January 1 based on his Earnings and
Credited Service determined as of the immediately preceding
December 31. If the Participant is married at the time monthly
income
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<PAGE> 40
commences, such monthly income shall be payable in the form described in
Section 8.020(c)(ii). If the Participant is not married at the time
monthly income commences, such monthly income shall be payable in the form
of equal monthly installments for life as described in Section 8.010. The
Participant shall not have the right to elect alternative forms of payment
to those provided in this subsection (b) until such time as he or she
terminates employment with the Group. In the event of a change in the
Participant's marital status prior to his termination of active employment
with the Group, his monthly income shall be automatically converted to the
payment form described above which is appropriate for his new status.
(c) Distributions pursuant to this Section shall not affect any
existing elections by such Participants to continue making
contributions to the Plan nor the Company's obligation to continue
to make matching Company Contributions pursuant to Article III of
the Plan, all of which shall be invested in accordance with the
provisions of Article II.
5.060 TRANSFER OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN. If
a Participant, a Participant's spouse entitled to distribution pursuant to
Article IX, in the case of a Participant's death, or a former spouse entitled
to distribution pursuant to Section 11.140 shall so request in writing, the
Plan Administrator shall cause all or a portion of the amounts (including
shares of Common Stock) with respect to which the Participant would be taxable
under section 402 of the Code to be transferred from the Trustee directly to
the custodian of an Eligible Retirement Plan specified by the Participant.
Such request shall be made, in the case of a Participant, at the time his or
her consent to such distribution shall be given to the Plan Administrator
pursuant to Section 5.050, or at such later date as the Plan Administrator
shall permit, or, in the case of the Participant's spouse or former spouse, at
such time as the Plan Administrator shall determine. Prior to effecting such
transfer the Plan Administrator shall require evidence reasonably satisfactory
to him or her that the entity to which such transfer is to be made is in fact
an Eligible Retirement Plan and that such Eligible Retirement Plan may receive
the distribution in the forms required under this Article V.
5.070 VALUATION DATES FOR DOMESTIC RELATIONS ORDERS. Notwithstanding any
other provision of this Article V or of Article VI, in the event that the Plan
Administrator shall determine that a distribution or a withdrawal of a
Participant's Account pursuant to this Article V or Article VI has been delayed
as a result of a pending or threatened domestic relations order, the Valuation
Date immediately preceding the date on which such withdrawal or distribution is
approved by the Plan Administrator pursuant to such order shall be substituted
for the Valuation Date which would otherwise be applicable to such withdrawal
or distribution.
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<PAGE> 41
ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS
6.010 WITHDRAWALS FROM ACCOUNTS BY PARTICIPANTS UNDER AGE 59-1/2.
(a) Subject to Sections 6.040 and 6.050, a Participant who has not yet
attained age fifty-nine and one-half (59-1/2) may elect while still
employed to withdraw certain amounts from his or her Accounts. As
soon as practicable after the Company's receipt of such an
election, there shall be paid or transferred to such Participant
cash and, if applicable, stock from his or her Accounts in the
following order:
(i) first, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made prior to January 1, 1987;
(ii) second, from the Rollover Account;
(iii) third, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made after December 31, 1986;
(iv) fourth, from that portion (if 100% vested) of the Company
Contribution Account, which is attributable to Compensation
Deduction Contributions;
(v) fifth, from the Supplemental Deferral Account; and
(vi) sixth, from the Compensation Deferral Account.
(b) Withdrawals pursuant to paragraph (iii) of subsection (a) shall be
subject to the suspension provisions of Section 8.020(d) and to the
forfeiture provisions and withdrawal limitations of Section 6.030.
(c) A Participant shall be permitted to withdraw from his or her
Supplemental and Compensation Deferral Accounts, as described in
paragraphs (v) and (vi) of subsection (a), only upon providing
adequate evidence of a hardship, as provided in Section 6.050 and
such a hardship withdrawal shall be governed by the provisions of
that Section.
(d) The portion of the Employee's Company Contributions Account which
is attributable to Compensation Deferral Contributions shall not be
available for withdrawal prior to the Employee's attainment of age
fifty-nine and one-half (59-1/2).
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<PAGE> 42
(e) In determining withdrawal amounts, the value of available Units in
the Participant's Accounts shall be determined as of the Valuation
Date coinciding with or immediately preceding the date of the
election.
6.020 WITHDRAWAL FROM ACCOUNTS BY PARTICIPANTS OVER AGE 59-1/2.
(a) A Participant who has attained age fifty-nine and one-half (59-1/2)
while still employed by the Company may elect to withdraw any or
all vested amounts from his or her Accounts. A Participant making
such an election shall receive the amount of cash or, if
applicable, stock to be withdrawn from his or her Accounts in the
following order:
(i) first, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made prior to January 1, 1987;
(ii) second, from the Rollover Account;
(iii) third, from that portion of the Compensation Deduction
Account, which is attributable to Compensation Deduction
Contributions made after December 31, 1986;
(iv) fourth, from the Supplemental Deferral Account;
(v) fifth, from the Compensation Deferral Account;
(vi) sixth, from that portion (if 100% vested) of the Company
Contribution Account, which is attributable to Compensation
Deduction Contributions; and
(vii) seventh, from that portion (if vested) of his or her
Company Contributions Account, which is attributable to
Compensation Deferral Contributions.
(b) Withdrawals under paragraphs (iii) and (v) of subsection (a) shall
be subject to the forfeiture provisions of Section 6.030, if the
Units in the Employee's Company Contributions Account are not fully
vested pursuant to the provisions of Section 5.010.
(c) Withdrawals pursuant to this Section 6.020 shall not be subject to
the suspension provisions of Section 8.020(d) or to the withdrawal
limitations of Section 6.030(d).
(d) In determining the distribution amounts, the value of available
Units in the Participant's Accounts shall be determined as of the
Valuation Date coinciding with or immediately preceding the date of
the election.
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6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS.
(a) When applicable, any non-vested portion of a Participant's Company
Contributions Account associated with a withdrawal from his or her
Compensation Deduction Account shall be forfeited at the time of
such withdrawal.
(i) The forfeitable Units, if any, of a Participant's Company
Contributions Account which are attributable to
Compensation Deduction Contributions shall be determined by
multiplying the dollar balance of the Participant's Company
Contributions Account by a fraction, the numerator of which
is equal to the dollar value of the Compensation Deduction
Contributions which were withdrawn by the Participant and
the denominator of which is the total dollar value of the
Participant's Compensation Deduction Account (both such
dollar values to be determined as of the last Valuation
Date preceding the date of withdrawal).
(ii) An Employee who has suffered a forfeiture described in this
subsection (a) may elect to restore his or her interest in
the Plan by making a cash repayment to the Plan in the
amount and in the manner described in subsections (b) and
(c).
(b) In order to restore a forfeiture described in subsection (a), a
repayment of the amount withdrawn by the Employee from his or her
Compensation Deduction Account must be made within sixty (60)
months after such withdrawal. For purposes of this subsection (b),
the amount distributed to an Employee means the sum of the cash
distributed to such Employee plus the dollar value of the Common
Stock and any Class A Stock distributed to such Employee,
determined at the closing price for Common Stock as reflected on
the New York Stock Exchange -- Composite Transactions listing on
the Valuation Date applicable to the distribution or withdrawal (or
if such Valuation Date falls on a date on which, for any reason,
there are no trades of such stock reflected on such listing, the
last trading day preceding such Valuation Date). Such amount shall
not be increased to reflect interest.
(c) As soon as practicable after an Employee makes a repayment
described in subsection (b), there shall be credited to the
Employee's Company Contributions Account the dollar amount of any
amounts forfeited as a result of the withdrawals. The amount
repaid under this subsection (c) shall be credited to the
Employee's Compensation Deduction Account and shall be allocated to
the Investment Funds (including any contract accounts under the
Guaranteed Return Fund) in the same proportion that the
Participant's Deduction and Deferral Contributions under the Plan
are then currently being made to the Investment Funds. The
previously forfeited amount which is credited under this subsection
shall subsequently vest as provided in Section 5.010.
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<PAGE> 44
(d) Withdrawals shall be in a minimum amount of $100. An Employee who
has not yet attained age fifty-nine and one-half (59-1/2) may not
make a request for a partial withdrawal within twenty-six (26)
weeks of any prior request for a partial withdrawal; provided,
however, that this limitation upon the ability of such Employee to
make a partial withdrawal (including hardship withdrawals pursuant
to the provisions of Section 6.040) within twenty-six (26) weeks of
any prior request for a partial withdrawal shall be waived by the
Plan Administrator for the six-month period immediately following
any due declaration by the President of the United States under
applicable federal law that a particular occurrence or situation
constitutes a national disaster condition, if such partial
withdrawal is requested for a reason associated with financial need
of the Employee resulting from the effects of the said condition.
6.040 ALLOCATION OF WITHDRAWALS AMONG INVESTMENT AND STOCK FUNDS.
(a) Withdrawals shall be taken from the Employee's Accounts in the
Investment Funds in a pro rata fashion, based upon the relative
size of the said Accounts.
(b) Notwithstanding the above subsection (a), an Employee may elect to
have any such withdrawal taken:
(i) first from the Employee's Account in Stock Fund B, with any
additional withdrawal amount to be taken on a pro rata
basis from the Employee's Accounts in the remaining
Investment Funds; or
(ii) first on a pro rata basis from the Investment Funds other
than Stock Fund B, with any additional withdrawal amount to
then be taken from the Employee's Account in Stock Fund B.
6.050 HARDSHIP WITHDRAWALS FROM DEFERRAL ACCOUNTS.
(a) Subject to any restrictions the Plan Committee may establish
pursuant to Section 6.040, an Employee who has not attained age
fifty-nine and one-half (59-1/2) may request approval of the
Administrative Committee to withdraw some or all of the Units of
his or her Deferral Accounts, if the Employee demonstrates that the
withdrawal is required as a result of a hardship and for payment of
any federal, state or local income taxes and penalties reasonably
anticipated to result from such withdrawal.
(i) For the purposes of this subsection (a) the term "hardship"
shall mean an immediate and heavy financial need of the
Employee for which the amount required is not reasonably
available to the Employee from other sources and which
arises for one of the following reasons:
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<PAGE> 45
(A) the purchase (excluding mortgage payments) or
construction of a principal residence for the
Employee, or to prevent eviction from, or
foreclosure on the mortgage on, the Employee's
principal residence;
(B) the incurring of obligations for
(1) tuition, related educational fees and
room and board expenses for
post-secondary education for the
Employee, his or her spouse or one or
more of his or her children or other
dependents (as defined in section 152 of
the Code) to be incurred during the
twelve (12) month period immediately
following the date of his or her request
for distribution; or
(2) expenses not covered by insurance which
either have been previously incurred by
the Employee for, or are necessary in
order for the Employee to obtain,
medical care (as described in section
213(d) of the Code) for the Employee,
the Employee's spouse or one or more of
his or her dependents (as defined in
section 152 of the Code);
(C) any other reason which is permitted under section
401(k)(2)(B)(i)(IV) of the Code and is approved by
the Administrative Committee.
(ii) Any determination of the existence of hardship, the
reasonable availability to the Employee of funds from other
sources and the amount to be withdrawn on account of such
hardship shall be made by the Administrative Committee on
the basis of all relevant facts and circumstances and in
accordance with the foregoing rules, as applied in a
uniform and nondiscriminatory manner. In making such
determination, the Administrative Committee may, if it is
reasonable to do so in the light of all relevant and known
facts and circumstances, rely on the Employee's
representation that the hardship cannot be relieved:
(A) through reimbursement or compensation by insurance
or otherwise;
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<PAGE> 46
(B) by reasonable liquidation of the Employee's
assets, to the extent that such liquidation would
not itself cause an immediate and heavy financial
need;
(C) by suspension of Compensation Deferral or
Compensation Deduction Contributions; or
(D) by other distributions (other than hardship
distributions) or loans (which meet the
requirements of section 72(p) of the Code) from
the Plan and any other plan maintained by an
Affiliated Company or by any former employer or by
borrowing from commercial sources at reasonable
commercial rates.
(b) Withdrawals pursuant to subsection (a) shall not result in the
forfeiture of a Participant's interest in his or her Company
Contribution Account.
(c) Withdrawals pursuant to subsection (a) shall be taken from the
Participant's Investment Fund Accounts, as elected by the
Participant, either:
(i) first from his or her Account in Stock Fund B, with any
additional withdrawal amount to be taken on a pro rata
basis from the Employee's Accounts in the remaining
Investment Funds; or
(ii) first on a pro rata basis from the Investment Funds other
than Stock Fund B, with any additional withdrawal amount to
then be taken from his or her Account in Stock Fund B.
Any withdrawal from the Participant's Accounts in the Guaranteed
Return Fund shall be taken in reverse sequence by withdrawing
amounts from the Fund's Account's in the contracts on a last-in
first-out basis.
(d) Withdrawals (including those from Stock Fund B) shall be in cash
and for a minimum amount of $100. An Employee may not make a
request for partial withdrawal within twenty-six (26) weeks of any
prior request for partial withdrawal; provided, however, that this
limitation upon the ability of an Employee to make a partial
withdrawal (including hardship withdrawals pursuant to the
provisions of subsection (a) of this Section) within twenty-six
(26) weeks of any prior request for a partial withdrawal shall be
waived by the Plan Administrator for the six-month period
immediately following any due declaration by the President of the
United States under applicable federal law that a particular
occurrence or situation constitutes a national disaster condition,
if such partial withdrawal is requested for a reason associated
with financial need of the Employee resulting from the effects of
the said condition.
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<PAGE> 47
6.060 TRANSFERS TO CERTAIN AFFILIATED COMPANY PLANS. A Participant who
though remaining an Employee is no longer an Eligible Employee may, if the said
Participant's continuing employment is in an hourly position with the Company
or in a salaried position with Rockwell or Reliance Electric Company, elect (by
providing the Plan Administrator with notice thereof) to have the entire amount
credited to the said Participant's Accounts in this Plan transferred to the
applicable qualified individual account plan of Allen-Bradley Company, the
Rockwell International Corporation Savings Plan or the Reliance Electric
Company Savings and Investment Plan, as the case may be; provided, however,
that such transferred amount shall consist of and be limited to:
(a) cash, in the case of amounts attributable to the Participant's
interest in Investment Funds other than Stock Fund B;
(b) Common Stock, in the case of amounts attributable to the
Participant's interest, if any, in Stock Fund B and in Stock Fund
A; and
(c) in the case of a Participant to whom a loan has been made pursuant
to Section 6.070, the Participant's loan.
6.070 LOANS. The Plan Committee shall establish, and may from time to
time modify, procedures pursuant to which any Employee or other "party in
interest" (as defined in ERISA section 3(14)) may apply for and receive a loan
from the Plan in an amount not exceeding the least of (a), (b), (c) or (d):
(a) the aggregate of the balances in the borrower's Deferral and
Deduction Accounts;
(b) an amount which, when combined with all outstanding loans to the
borrower from all other plans of all Affiliated Companies, equals
Fifty Thousand Dollars ($50,000), reduced by the excess, if any, of
(i) the highest outstanding and unpaid balances of all prior
loans to the borrower from the Plan and such other plans
during the twelve (12) month period immediately preceding
the date on which such loan is made, over
(ii) the outstanding balance of any loan to the borrower from
the Plan or such other plans on the date on which the loan
is made;
(c) one-half (1/2) of the aggregate of the fully vested and
nonforfeitable interests in the balances of the borrower's
Accounts; or
(d) such amount, not exceeding the amounts described in (a) through (c)
above, as the Plan Committee shall determine.
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<PAGE> 48
In addition to the above limitation, no such Employee or other party in
interest shall be permitted to have more than a single loan outstanding
from this Plan and all other plans sponsored by the Company and Affiliated
Companies at any one time.
All such loans shall be made available to all eligible Employees and other
parties in interest on a reasonably equivalent and non-discriminatory basis
and shall be governed by the provisions of Appendix A, as such Appendix is
from time to time constituted, pursuant to determination of the Plan
Administrator.
6.060 TRANSFERS TO ELIGIBLE RETIREMENT PLANS. If a Participant entitled
to a distribution or withdrawal under this Article VI, shall so request in
writing at the time his or her election to receive such distribution or
withdrawal is made or at such later date as the Plan Administrator may permit,
the Plan Administrator shall cause all or a portion of the amounts (including
shares of Common Stock) with respect to which the Participant would be taxable
under section 402 of the Code to be transferred from the Trustee directly to
the custodian of an Eligible Retirement Plan specified by the Participant.
Prior to effecting such transfer the Plan Administrator shall require evidence
reasonably satisfactory to him or her that the entity to which such transfer is
to be made is in fact an Eligible Retirement Plan and that such Eligible
Retirement Plan may receive the distribution in the forms required under this
Article VI.
ARTICLE VII [RESERVED]
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<PAGE> 49
ARTICLE VIII SUSPENSION OF SAVINGS AND CONTRIBUTIONS
8.010 VOLUNTARY SUSPENSION.
(a) A Participant may at any time elect to have contributions suspended
until further notice. Suspension shall become effective as soon as
possible following the said election.
(b) Subject to Section 2.010, a Participant who has elected to have
contributions suspended, may elect to have contributions resumed,
effective as soon as is reasonably possible following such
election.
8.020 INVOLUNTARY SUSPENSION. A Participant's Compensation and
Supplemental Deferral Contributions and/or Compensation Deduction Contributions
shall be involuntarily suspended whenever:
(a) no payment of Base Compensation is made by the Company to the
Participant or, in the case of a Deduction Contribution, the amount
payable after all applicable withholdings and deductions required
by law or the Company is less than the applicable Deduction
Contribution;
(b) payroll deduction for Compensation Deduction Contributions under
the Plan would be contrary to law;
(c) the Participant is not an Eligible Employee of an Affiliated
Company or of a component of the Company to which the benefits of
the Plan have been extended; or
(d) the Participant receives a distribution under Section 6.010(a)(iv)
of Company Contributions Account Units which are attributable to
his Compensation Deduction Contributions; provided, however, that
the previously suspended Contributions shall resume following the
completion of the twenty-six (26) week period beginning on the date
of such distribution upon the Participant so affirmatively
electing.
8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS. Suspensions of a
Participant's Deferral or Deduction Contributions, whether voluntary or
involuntary, shall not affect his or her benefit and withdrawal rights under
Articles V and VI of the Plan, but Company contributions on his or her behalf
shall be similarly suspended. A Participant may not make up suspended Deferral
or Deduction Contributions.
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<PAGE> 50
ARTICLE IX DESIGNATION OF AND PAYMENT TO A BENEFICIARY
9.010 DESIGNATION OF A BENEFICIARY. Subject to the provisions of Section
1.070:
(a) If a Participant dies, payment of the benefits provided under this
Plan shall be made to such person or persons as he or she has
designated as his or her Beneficiary to receive such benefits in
the event of his or her death.
(b) A Participant may change his or her designation of Beneficiary at
any time by filing with the Plan Administrator (or such other
person as is designated by the Plan Administrator) a request for
such change. Such change shall become effective only upon receipt
of the request by the Plan Administrator (or such other person as
is designated by the Plan Administrator) but upon such receipt the
change shall relate back to and take effect as of the date the
Participant signed such request; provided, however, that neither
the Company, the Trustee, the Plan Committee, the Plan
Administrator, any other named or unnamed fiduciary, nor the Trust
Fund shall be liable for any payment made to the Beneficiary
designated before receipt of such request.
(c) If no designation is effective pursuant to this Article or if the
Plan Administrator or Trustee shall have any doubt as to the right
of any Beneficiary or if the Beneficiary shall predecease the
Participant, the amount of such benefits may be paid to the estate
of the Participant, in which event neither the Company, the
Trustee, the Plan Committee, the Plan Administrator, any other
named or unnamed fiduciary, nor the Trust Fund shall be liable to
anyone with respect to such payment.
9.020 PAYMENT TO A BENEFICIARY. Upon receipt by the Plan Administrator
(or another person designated by him or her) of evidence satisfactory to such
person of the death of a Participant and of the identity and existence at the
time of such death of the Beneficiary, the Plan Administrator shall direct the
Trustee to pay the Participant's Accounts to such Beneficiary.
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<PAGE> 51
ARTICLE X TRUST AGREEMENT
10.010 ESTABLISHMENT OF TRUST FUND. The property resulting from
contributions made on behalf of all Participants, including contributions made
by the Company, shall be held in a Trust Fund by a corporate Trustee or
Trustees selected by the Plan Committee pursuant to a Trust Agreement entered
into between such Trustee and the Plan Committee. References in the Plan to
Trustee shall be deemed to be applicable with equal force to co-Trustees or
successor Trustees who may be so designated.
10.020 INVESTMENTS.
(a) The Trustee shall establish:
(i) a Diversified Fund, which shall be invested in stocks,
convertible bonds and other corporate securities (other
than securities issued by Rockwell or the Company), as well
as in cash equivalents and other miscellaneous securities;
(ii) a Fixed Income Fund, which shall be invested in debt
instruments (other than debt instruments issued by Rockwell
or the Company) with maturity dates of three years or less,
which such instruments shall include treasury bills,
treasury notes, treasury bonds, federal agency obligations,
other instruments of government debt, bankers' acceptances
and bank certificates of deposit;
(iii) an Intermediate Term Bond Fund, which shall be invested in
debt instruments with a combined average maturity of five
years or less, which such instruments shall include
treasury bills, treasury notes, treasury bonds, federal
agency obligations and other instruments of government
debt;
(iv) a Guaranteed Return Fund consisting of the Trust Fund's
interest in contracts issued by one or more insurance
companies, which contracts:
(A) guarantee the principal and interest thereon for a
specified period of time, and
(B) accrue such guaranteed interest on a monthly basis;
(v) Stock Fund A, which shall consist of all cash, Common Stock
and the proceeds and income therefrom, attributable to
Company Contributions;
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<PAGE> 52
(vi) Stock Fund B, which shall consist of all cash, Common Stock
and the proceeds and income on such cash and Stock
attributable to contributions made by or on behalf of
Participants under the Plan and designated as contributions
to Stock Fund B.
(b) The Trust Agreement will provide the following:
(i) The Plan Committee may from time to time direct the
segregation of all or a portion of the Investment Funds,
other than the Guaranteed Return Fund and Stock Fund B and
shall appoint Investment Managers with respect to the
portions of the Investment Funds so segregated. Any
Investment Manager so appointed shall have full discretion
to direct the Trustee with respect to the acquisition,
retention, management and disposition of the assets from
time to time comprising the Investment Manager's Account.
(ii) The Trustee shall pay all cash in the Guaranteed Return
Fund to the one or more insurance companies described in
paragraph (iv) of Section 10.020(a), subject to the terms
of the contracts described in such paragraph.
(iii) The Trustee shall use all cash in Stock Fund A and Stock
Fund B only to purchase Common Stock. Rights, options, or
warrants offered to purchase Common Stock shall be
exercised by the Trustee in his or her discretion but only
to the extent that there is cash available in Stock Fund A
and Stock Fund B for investment. To the extent they are
not exercised, the same shall be sold on the open market.
Rights, options, or warrants to purchase securities of
Rockwell or its subsidiaries or affiliates other than
Common Stock shall be sold by the Trustee on the open
market.
(iv) In making all investments pursuant to this Plan, the
Trustee and the Investment Manager shall:
(A) not be bound by any law or any court doctrine of
any state or jurisdiction limiting trust
investments, except as otherwise provided by
ERISA;
(B) give consideration to the cash requirements of
the Plan;
(C) not cause the Plan to engage in any transaction
constituting a prohibited transaction under
section 406 of ERISA.
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<PAGE> 53
10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUND A AND STOCK FUND B.
(a) Except as otherwise provided in this Section 10.030, the duty with
respect to the voting, retention, and tendering of Common Stock
held in Stock Fund A or Stock Fund B shall be solely that of the
Trustee, to be exercised solely in the Trustee's discretion.
(b) 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 Stock Fund A or 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 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 Stock Fund A or
Stock Fund B as to which no timely direction has been
received pursuant to paragraph (i).
(c) In the event of any Tender Offer (as defined in Section 1.600):
(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 Stock
Fund A or 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 Stock Fund A or Stock Fund B of
such Participant, and, except as limited by subsection (d)
hereof, 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;
(ii) the Trustee shall, in its sole discretion, shall have the
duty, except as limited by subsection (d) hereof, with
respect to the retention, tendering or depositing of shares
of Common Stock held in Stock Fund A or Stock Fund B as to
which no timely direction in writing has been received
pursuant to paragraph (i);
(d) Shares of Common Stock held in Stock Fund A or Stock Fund B shall
not be tendered or deposited by the Trustee pursuant to any such
Tender Offer until the earlier of:
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<PAGE> 54
(i) immediately preceding the scheduled expiration of the
Tender Offer pursuant to which such shares are to be
tendered or deposited, or
(ii) 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 Participants' written direction pursuant to
subsection (c)(i).
(e) The duty with respect to the withdrawing of, or other exercise of
any right to withdraw, shares of Common Stock held in Stock Fund A
or 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 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 Stock Fund A or credited to the Accounts in Stock Fund B of such
Participant.
10.040 FORM OF TRUST AGREEMENT. The Trust Agreement shall be in such form
and contain such provisions as the Plan Committee may deem appropriate
(consistent with the provisions of Section 10.020, Section 10.030 and Section
16.030). The Trust Agreement shall be deemed to form a part of this Plan, and
all rights and benefits that may accrue to any person under this Plan shall be
subject to all the terms and provisions of the Trust Agreement. The Trust
Agreement may authorize the Trustee to invest all or part of the assets of the
Trust Fund in a collective trust for investment purposes and deposit amounts
held in any of the funds comprising the Trust Fund in an interest bearing
account in a bank or similar financial institution (including without
limitation the commercial banking department of the Trustee) on a temporary
basis pending either: (a) investment of such amounts or (b) distribution of
funds to Plan Participants.
10.050 RIGHTS IN THE TRUST FUND. Nothing in the Plan or in the Trust
Agreement shall be deemed to confer any legal or equitable right or interest in
the Trust Fund in favor of any Participant, Beneficiary or other person, except
to the extent expressly provided in the Plan.
10.060 TAXES, FEES AND EXPENSES OF THE TRUSTEE.
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<PAGE> 55
(a) The reasonable fees and expenses of the Trustee (including the
reasonable expenses of the Trustee's counsel), any Investment
Manager and any investment advisor may be paid from the Trust
Fund and shall constitute a charge on the Trust Fund until paid;
provided, however, that in no event shall the Trust Fund nor the
Company (unless the Company is specifically so directed by
resolution of the Company's Board of Directors) pay any such
Trustee, Investment Manager or investment advisors fees or
expenses:
(i) for preparation or prosecution of any action against the
Company, the Plan, any member of the Plan Committee or the
Plan Administrator, or
(ii) for the defense or settlement of, or the satisfaction of a
judgment related to, any proceeding arising either out of
any alleged misfeasance or nonfeasance in any person's
performance of duties with respect to the Plan or out of
any alleged wrongful act against the Plan.
There shall be included in the reasonable expenses payable from the
Trust Fund any direct internal costs (which may include
reimbursement of compensation of Company Employees) associated with
Plan operations and administration, the payment of which shall be
in conformity with the requirements of Title I of ERISA. Neither
the Plan Administrator nor the members of the Plan Committee shall
be compensated from the Plan but may be compensated by the Company
or an Affiliated Company for services rendered on behalf of the
Plan.
(b) Brokerage fees, commissions, stock transfer taxes and other charges
and expenses incurred in connection with transactions relating to
the acquisition or disposition of property for or of the Trust
Fund, or distributions therefrom, shall be paid from the Trust
Fund. Taxes, if any, payable by the Trustee on the assets at any
time held in the Trust Fund or on the income thereof shall be paid
from the Trust Fund.
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ARTICLE XI ADMINISTRATION
11.010 GENERAL ADMINISTRATION. Authority to control and manage the
operation and administration of the Plan shall be vested in the Plan Committee
except to the extent that:
(a) the Plan Administrator or the Administrative Committee is allocated
any such authority under the Plan;
(b) any Trustee or Investment Manager hereunder may, pursuant to
Article X, be granted exclusive authority and discretion to manage
and control all or any portion of the assets of the Plan;
(c) the Plan Committee, the Plan Administrator, the Administrative
Committee, the Trustee(s) and the Investment Manager(s) shall
constitute ERISA Named Fiduciaries of the Plan.
11.020 PLAN COMMITTEE. The Board of Directors shall, from time to time,
determine the size of the Plan Committee and appoint its individual members.
The Plan Committee shall act, with or without a meeting, in a manner consistent
with the rules and regulations adopted pursuant to Section 11.060(d).
11.030 PLAN COMMITTEE RECORDS. The Plan Committee shall keep such records
and data as it shall deem appropriate and it shall from time to time file with
the Board of Directors such reports as the latter may request. It shall be a
function of the Plan Committee to keep records of the assets of the Trust Fund,
based upon reports furnished by the Trustee, and the evaluations placed thereon
by the Committee shall be final and conclusive.
11.040 FUNDING POLICY. The Plan Committee shall be responsible for
determining a funding policy of the Plan consistent with the objectives for the
Investment Funds and shall from time to time advise the Trustee and the
Investment Manager of such policy.
11.050 ALLOCATION AND DELEGATION OF DUTIES UNDER PLAN. The Plan
Committee, the Plan Administrator and the Administrative Committee shall each
have the following powers and authorities:
(a) to designate agents to carry out responsibilities relating to the
Plan, other than fiduciary responsibilities; and
(b) to employ such legal, consultant, medical, accounting, clerical and
other assistance as it may deem appropriate in carrying out the
provisions of this Plan including one or more persons to render
advice with regard to any responsibility any Named Fiduciary or any
other fiduciary may have under the Plan.
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<PAGE> 57
11.060 PLAN COMMITTEE POWERS. In addition to any powers and authority
conferred on the Plan Committee elsewhere in the Plan or by law, the Plan
Committee shall have the following powers and authority:
(a) to allocate fiduciary responsibilities, other than trustee
responsibilities (responsibilities under the Trust Agreement to
manage or control the Plan assets) to one or more members of the
Plan Committee or to the Plan Administrator and to designate one or
more persons (other than the Trustee or Investment Manager) to
carry out such fiduciary responsibilities;
(b) to appoint one or more Investment Managers or investment advisors
(who need not be Investment Managers and who shall not have
authority to manage, acquire, or dispose of Plan assets).
(c) to determine the manner in which the assets of this Plan, or any
part thereof, shall be disbursed by the Trustee, except as relates
to the making and retention of investments; and
(d) to establish rules and regulations from time to time for the
conduct of the Plan Committee's business and for the administration
and effectuation of its responsibilities under the Plan.
11.070 PLAN ADMINISTRATOR. In addition to any powers and authority
conferred on the Plan Administrator elsewhere in the Plan, the Plan
Administrator shall have the following powers and authority:
(a) to administer, interpret, construe and apply this Plan and to
decide all questions which may arise or which may be raised by any
Employee, Participant, Beneficiary, or other person whatsoever, and
the actions or decisions of the Plan Administrator in regard
thereto, or in regard to anything or matter otherwise within his or
her discretion, shall be conclusive and binding on all Employees,
Participants, Beneficiaries, and other persons whatsoever;
(b) to designate one or more persons, other than the Trustee or the
Investment Manager, to carry out fiduciary responsibilities (other
than trustee responsibilities);
(c) to establish rules and regulations from time to time for the
administration and effectuation of his or her responsibilities
under the Plan.
The Plan Administrator shall have such other responsibility as is designated by
ERISA as the responsibility of the administrator of the Plan and shall have
such other power and authority as is necessary to fulfill his or her
responsibilities under ERISA or under the Plan.
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11.080 RELIANCE UPON DOCUMENTS AND OPINIONS. The members of the Plan
Committee and the Administrative Committee, the Plan Administrator, the Board
of Directors and the Company shall be entitled to rely upon any tables,
valuations, computations, estimates, certificates and reports furnished by any
consultants or consulting firms, opinions furnished by legal counsel and
reports furnished by the Trustee. The members of the Plan Committee, the Plan
Administrator, the Board of Directors and the Company shall be fully protected
and shall not be liable in any manner whatsoever, except as otherwise
specifically provided by law, for anything done or action taken or suffered in
reliance upon any such consultant, Trustee or counsel. Any and all such things
done or such actions taken or suffered by the Plan Committee, the Plan
Administrator, the Board of Directors and the Company shall be conclusive and
binding on all Employees, Participants, Beneficiaries, and other persons
whatsoever except as otherwise specifically provided by law. The Plan
Committee and the Plan Administrator may, but are not required to, rely upon
all records of the Company with respect to any matter or thing whatsoever, and
to the extent they rely thereon, such records shall be conclusive with respect
to all Employees, Participants, and Beneficiaries.
11.090 REQUIREMENT OF PROOF. The Plan Committee, the Plan Administrator,
the Administrative Committee, the Board of Directors or the Company may require
satisfactory proof of any matter under this Plan from or with respect to any
Employee, Participant, or Beneficiary, and no such person shall acquire any
rights or be entitled to receive any benefits under this Plan until such proof
shall be furnished as so required.
11.100 LIMITATION ON LIABILITY.
(a) Except as provided in Part 4 of Title 1 of ERISA, no person shall
be subject to any liability with respect to his or her duties under
the Plan, unless he or she acts fraudulently or in bad faith.
(b) No person shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other
fiduciary or any person to whom fiduciary responsibilities have
been allocated or delegated, except as provided in ERISA section
405(a) and 405(c)(2)(A) or (B). No action or responsibility shall
be deemed to be a fiduciary action or responsibility except to the
extent required by ERISA.
11.110 INDEMNIFICATION. To the extent permitted by law, the Company shall
indemnify the Board of Directors, the Plan Administrator, each member of the
Plan Committee, each member of the Administrative Committee and any other
employee of the Company with duties under the Plan against expenses (including
any amount paid in settlement) reasonably incurred by him or her in connection
with any claims against him or her by reason of his or her conduct (except for
his or her willful misconduct) in the performance of his or her duties under
the Plan.
11.120 MULTIPLE FIDUCIARY CAPACITY. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan.
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11.130 MAILING AND LAPSE OF PAYMENTS. All payments under the Plan shall
be delivered in person or mailed to the last address of the Participant (or, in
the case of the death of the Participant, to that of any other person entitled
to such payments under the terms of the Plan) furnished pursuant to Section
11.150 below. If the Plan Administrator cannot, by making a reasonably
diligent attempt by mail, locate either the Participant or his or her
Beneficiary, as the case may be, for a period of seven years, such Participant
or Beneficiary shall be presumed dead. If payment cannot be made alternately
to the estate of either and no surviving spouse, child, grandchild, parent,
brother or sister of the Participant or his or her Beneficiary are known to the
Plan Administrator or the Trustee or, if known, cannot with reasonable
diligence be located, the amount payable shall be retained by the Trustee until
the amount can be distributed pursuant to the provisions of this Plan or of
applicable law.
11.140 NON-ALIENATION.
(a) Except as provided in subsection (b), no right or benefit provided
for in the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance
(including garnishment, attachment, execution or levy of any kind
or charge) and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void.
(b) The non-alienation rule of subsection (a) shall not apply to the
creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to:
(i) a levy for federal income tax issued against the
Participant by the Internal Revenue Service; or
(ii) a domestic relations order, which the Plan Administrator
determines is a qualified domestic relations order under
section 414(p) of the Code and which requires that the
order's alternate payee (as defined in the said Code
section) will be paid in a lump sum as soon as is
practicable following the order's issuance.
11.150 ADDRESSES. Each Participant shall be responsible for furnishing
the Plan Administrator with his or her current address and the correct current
name and address of his or her Beneficiary.
11.160 NOTICES AND COMMUNICATIONS.
(a) All communications from Participants shall be in the manner from
time to time prescribed by the Plan Administrator and shall be
addressed or
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<PAGE> 60
communicated (including telephonic communications) to such entity or
Company office as may be designated by the Plan Administrator, and shall be
deemed to have been given to the Company when received by such entity or
Company office.
(b) Each communication directed to a Participant or Beneficiary shall
be in writing and may be delivered in person or by mail, in which
latter event it shall be deemed to have been delivered and received
by him or her when so deposited in the United States Mail with
postage prepaid addressed to the Participant or Beneficiary at his
or her last address of record with the office designated by the
Plan Administrator.
11.170 COMPANY RIGHTS. The Company's rights to discipline or discharge
Employees or to exercise its rights as to incidents and tenure of employment
shall not be affected in any manner by reason of the existence of the Trust
Agreement or the Plan, or any action taken under them.
11.180 PAYMENTS ON BEHALF OF INCOMPETENT PARTICIPANTS OR BENEFICIARIES.
In the event that the Plan Administrator or his or her designee shall find that
any Participant or Beneficiary to whom a benefit is payable under the terms of
this Plan is unable to care for his or her affairs because of illness or
accident, is otherwise mentally or physically incompetent, or unable to give a
valid receipt, the Plan Administrator may cause the payment becoming due to
such Participant or Beneficiary to be paid to another person for his or her
benefit without responsibility on the part of the Plan Administrator, the Plan
Committee, the Administrative Committee, the Company, or the Trustee, to follow
the application of such payment. Any such payment shall be a payment for the
account of the Participant or Beneficiary and shall operate as a complete
discharge of all liability therefor under this Plan of the Trustee, the
Company, the Plan Administrator, the Administrative Committee, and the Plan
Committee.
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ARTICLE XII PARTICIPANT'S CLAIMS
12.010 REQUIREMENT TO FILE CLAIM. A Participant wishing a distribution or
withdrawal from the Plan must present a claim, in such manner and pursuant to
such procedure established by the Plan Administrator, with the person or entity
designated by the Plan Administrator. A claimant who fails to comply with the
manner and procedure designated by the Plan Administrator shall be deemed not
to have made such claim. The person or entity designated by the Plan
Administrator shall approve or deny in writing within thirty (30) days any
claim which has been so presented.
12.020 APPEAL OF DENIED CLAIM.
(a) A Participant whose claim has been denied as set forth in Section
12.010 may appeal the denial to the Plan Administrator by filing a
written appeal within sixty (60) days of the date of the denial.
(b) The Participant or his or her representative shall, for the purpose
of preparation of such appeal, have the right to inspect any
document (including computerized records) relied upon by the Plan
Administrator's representative in denying the claim.
(c) The Plan Administrator or his or her delegate shall make a final,
full and fair review of any such decision which is appealed. A
decision which is not appealed within the time herein provided
shall be final and conclusive as to any matter which was presented
to the person making such decision.
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ARTICLE XIII AMENDMENT, MERGERS, TERMINATION, ETC.
13.010 AMENDMENT. The Board of Directors may, at any time and from time
to time, amend this Plan in whole or in part. However, except as provided in
Section 15.040 below, no amendment shall be made the effect of which would be:
(a) to cause any contributions paid to the Trustee to be used for or
diverted to purposes other than providing benefits to the
Participants and their Beneficiaries, and defraying reasonable
expenses of administering the Plan, prior to satisfaction of all
liabilities with respect to Participants and their Beneficiaries;
(b) to have any retroactive effect so as to deprive any Participant or
Beneficiary of any benefit to which he or she would be entitled
under this Plan if his or her employment were terminated
immediately before such amendment; or
(c) to increase the responsibilities or liabilities of any Trustee or
Investment Manager without its written consent.
13.020 TRANSFER OF ASSETS AND LIABILITIES. The Plan Committee at any time
may, in its sole discretion without the consent of the Participant or his or
her representative, cause the Trustee to segregate part of the assets of the
Trust Fund into one or more separate trust funds and designate a group of
Participants whose benefits shall be provided solely from each such segregated
fund. The Board of Directors may, in its sole discretion without the consent
of any Participant or his or her representative, establish a separate plan to
cover any such group of Participants. The initial terms and conditions of any
such plan shall be identical to the extent such terms and conditions affect the
rights of Participants under the Plan. Amendment to the Plan shall not be
necessary to carry out the provisions of this Section 13.020. Any such
transfer of assets and liabilities to another plan shall be expressly
conditioned on the qualification of such plan and trust under section 401(a)
and section 501(a) of the Code.
13.030 MERGER RESTRICTION. Notwithstanding any other provision in this
Plan, the Plan shall not in whole or in part merge or consolidate with, or
transfer its assets or liabilities to any other plan unless each affected
Participant in this Plan would (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).
13.040 SUSPENSION OF CONTRIBUTIONS. The Company may, without amendment of
the Plan and without the consent of any Participant or representative of any
Participant, suspend contributions to the Plan as to all or certain
Participants by action of the Board of Directors. In any event, the Company
will suspend contributions at any time when the
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<PAGE> 63
amount of any contribution by it would be in excess of the earnings, including
retained earnings, of the Company. Upon a suspension, the Plan Committee may,
in its sole discretion permit the Trust Fund to continue to be held by the
Trustee, or may segregate one or more parts of the Trust Fund, as provided in
Section 13.020.
13.050 DISCONTINUANCE OF CONTRIBUTIONS. The Company may, by action of the
Board of Directors, without amendment of the Plan and without the consent of
any Participant or representative of any Participant, discontinue such
contributions to the Plan as to all or certain Participants. Upon such
discontinuance the Plan Committee may in its sole discretion segregate one or
more parts of the Trust Fund, as provided in Section 13.020.
13.060 TERMINATION. The Plan Committee may terminate or partially
terminate the Plan at any time. Upon such termination or partial termination
of the Plan, or upon a complete discontinuance of contributions pursuant to
Section 13.050 the Accounts of each affected Participant shall become
nonforfeitable, and for this purpose the Company shall contribute to the
Company Contribution Accounts of all Employees who:
(a) have forfeited Units in such Accounts under Articles V and VI
within five (5) years prior to such termination, and,
(b) but for such forfeitures, would have been vested in such forfeited
Units under Section 5.010 on the date of termination of the Plan,
amounts sufficient to restore such forfeitures in the same manner as such
forfeitures could have been restored by such persons under applicable
provisions of the said Articles V and VI. In the event of termination or
partial termination the Plan Committee may, without the consent of any
Participant or other person, (i) permit the Trustee to retain all or part of
the Trust Fund or (ii) distribute all or part of the Trust Fund to the
Participants or their spouses or Beneficiaries.
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ARTICLE XIV STATUTORY LIMITATIONS
14.010 ANNUAL LIMITS OF PARTICIPANTS' ACCOUNT INCREASES.
(a) This Article XIV is intended to conform the Plan to the
requirements of section 415 of the Code, and the regulations issued
thereunder; and shall be administered and interpreted in accordance
with such requirements and regulations; and notwithstanding any
provision of this Plan to the contrary, no amount shall be credited
to any Participant's Account which is in excess of the limitation
imposed by said section 415, as from time to time amended or
replaced.
(b) The amount allocated in each calendar year to any Participant under
the combination of defined contribution plans of all Affiliated
Companies cannot exceed the lesser of $30,000 (or such larger
amount as may be established under section 415(d)(1)(B) of the Code
to reflect an increase in the cost of living) or 25% of the
Participant's total compensation. For purposes of this limitation,
the amount allocated shall be deemed to be comprised of:
(i) Company Contributions, Compensation Deferral Contributions
and Supplemental Deferral Contributions with respect to the
Participant; and
(ii) forfeitures; and
(iii) for all calendar years ending on or prior to December 31,
1986, the lesser of:
(A) one half of the Participant's Compensation
Deduction Contributions; or
(B) the Participant's Compensation Deduction
Contributions in excess of 6% of his or her total
compensation from the Company or an Affiliated
Company; and
(iv) for each calendar year commencing on or after January 1,
1987, the Participant's Compensation Deduction
Contributions.
14.020 LIMITS AS TO COMBINED PLANS. In the case of a Participant who also
is a participant in a defined benefit pension plan which is or was maintained
by the Company or an Affiliated Company and to which section 415 of the Code
applies, the limitation set forth herein shall be further adjusted in
compliance with section 415(e) of the Code. In making such adjustment, the
maximum benefit allowable shall be paid hereunder before applying the
limitations on the defined benefit plan.
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14.030 COMBINING SIMILAR PLANS. For purposes of this Article, all defined
contribution plans which are required to be aggregated under section 414(b) of
the Code shall be so aggregated and the limitation set forth herein shall be
applied to the total amounts allocated under all such plans.
14.040 ADJUSTMENT TO DEFERRAL CONTRIBUTIONS. To the extent the
Compensation Deferral Contributions and Supplemental Deferral Contributions
elected by a Participant under Sections 2.020(a)(i) and (b)(i) would, if made,
cause the total amount allocated to a Participant in any calendar year to
exceed the limitations set forth in this Article, such amount shall be paid as
compensation to the Participant and shall be contributed to the Plan by the
Participant as Compensation Deduction Contributions to the full extent
permitted under this Article and Section 2.030.
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ARTICLE XV MISCELLANEOUS
15.010 BENEFITS PAYABLE ONLY FROM TRUST FUND. All benefits payable
hereunder shall be provided solely from the trust, and the Company assumes no
responsibility for the acts of the Trustee, except as provided in the Trust
Agreement.
15.020 REQUIREMENT FOR RELEASE. Any payment to any Participant or a
Participant's present, future or former spouse or Beneficiary in accordance
with the provisions of this Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Trustee and the Company, and the Trustee
may require such Participant or Beneficiary, as a condition precedent to such
payment to execute a receipt and release to such effect.
15.030 TRANSFERS OF STOCK. Transfers of Common Stock from the Trustee
pursuant to Article V or VI shall be made as soon as practicable, but neither
the Company, any Named Fiduciary nor the Trustee shall have any responsibility
for any decrease in the value of such stock between the Valuation Date used for
determination of the number of shares to which the Participant is entitled and
the date of transfer by the transfer agent, nor, except as provided in Articles
V and VI, shall the Participant receive any dividends, rights, options or
warrants on such stock other than those payable to stockholders of record as of
a date on or after the date of transfer.
15.040 QUALIFICATION OF THE PLAN. The Company intends to preserve the
qualification with and approval by the Internal Revenue Service of the Plan as
a plan, Company Contributions to which are deductible by the Company for
federal income tax purposes. Continuation of the Plan is contingent upon and
subject to retaining such approval of the Commissioner of Internal Revenue as
the Company may find necessary to establish the continued deductibility for
income tax purposes of the Company Contributions under the Plan. Any
modification or amendment of the Plan or the Trust Agreement may be made
retroactively by the Company, if necessary or appropriate, to qualify or
maintain the Plan and the Trust as a plan and trust meeting the requirements of
applicable sections of the Code and of other federal and state laws, as now in
effect or hereafter amended or enacted.
15.050 INTERPRETATION. The masculine gender shall include the feminine
and the singular shall include the plural unless the context clearly indicates
otherwise.
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ARTICLE XVI TENDER OFFERS: PLAN ADMINISTRATION
16.010 APPLICABILITY. The provisions of this Article XVI shall take
effect 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 (as herein defined) in
accordance with the Trust Agreement, and shall remain in effect thereafter
unless and until (a) each share of Common Stock held in Stock Fund A or Stock
Fund B which has been tendered or deposited in accordance with the Trust
Agreement, pursuant to such Tender Offer or any subsequent Tender Offer
commenced while the provisions of this Article XVI 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. As
used in this Article XVI, the term "Tender Offer" means any tender offer for,
or request or invitation for tenders of, the Common 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.
16.020 ADDITIONAL DEFINITIONS. While the provisions of this Article XVI
are in effect:
(a) the term "Sub Fund A" shall mean the fund established by the
Trustee pursuant to Section 16.030(a)(i); and
(b) the term "Sub Fund B" shall mean the fund established by the
Trustee pursuant to Section 16.030(a)(ii).
16.030 ESTABLISHMENT AND INVESTMENT OF SUB FUND A AND SUB FUND B. While
the provisions of this Article XVI are in effect:
(a) 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 Stock Fund A which were
tendered or deposited in accordance with the Trust
Agreement, 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 Stock Fund B which were
tendered or deposited in accordance with the Trust
Agreement, all property purchased therewith and the
proceeds and income therefrom.
(b) 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 in which the Trustee and any Investment Manager
may invest and reinvest the principal and income of the Fixed
Income Fund and shall so invest
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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 in accordance with the Trust Agreement, shall be similarly
invested and reinvested.
(c) The funding policy of the Plan determined by the Plan Committee
pursuant to Section 11.040 shall be consistent with the objectives
for Sub Fund A and Sub Fund B.
16.040 MAINTENANCE AND VALUATION OF SUB FUND A AND SUB FUND B. While the
provisions of this Article XVI are in effect:
(a) A separate Account representing each Participant's interest in Sub
Fund A and Sub Fund B under the Participant's Company Contribution
Account, Deferral Accounts or Deduction Account, as applicable,
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 in accordance with the Unit valuation
described in subsections (b), (c) and (d) hereof. Such separate
Accounts shall contain sufficient information to permit such other
determinations as may be required to carry out the provisions of
this Plan.
(b) The interest of each Participant in Sub Fund A and Sub Fund B shall
be represented by Units allocated to his or her Accounts. The
initial value of each Unit to be allocated to his or her Accounts
in respect of amounts held by the Trustee in Sub Fund A or Sub Fund
B shall be One Dollar ($1.00), and Units shall be credited to each
Participant on such basis for amounts received by the Trustee on
his or her behalf prior to the first Valuation Date following the
first receipt by the Trustee of cash, securities or other
consideration for shares of Common Stock previously representing
his or her interest in Stock Fund A which were tendered or
deposited in accordance with the Trust Agreement, in the case of
Sub Fund A, and the first Valuation Date following the first
receipt by the Trustee of cash, securities or other consideration
for shares of Common Stock previously held in his or her Accounts
in Stock Fund B which were tendered or deposited in accordance with
the Trust Agreement, in the case of Sub Fund B. Each receipt on
behalf of a Participant of cash, securities or other consideration
for shares of Common Stock previously representing his or her
interest in Stock Fund A which were tendered or deposited in
accordance with the Trust Agreement, or each payment to a
Participant from Sub Fund A, and each receipt on behalf of a
Participant by the Trustee of cash, securities or other
consideration for shares of Common Stock previously held in his or
her Accounts in Stock Fund B
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<PAGE> 69
which were tendered or deposited in accordance with the Trust
Agreement, or each payment to a Participant from Sub Fund B, shall
result in a credit or charge to the affected Account of the
Participant equal to the number of Units received or paid as the
case may be.
(c) 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. Such amount shall be divided by the total number of
Units credited to all Participants in each such Sub Fund, thereby
establishing a new Unit Value. With respect to each such Sub Fund,
each receipt therein or payment therefrom after such Valuation Date
shall be converted to Units by dividing such new Unit value into
the amount of such receipt or payment and the affected Account of
the Participant shall be credited or charged, as the case may be,
with the portion of the number of Units so computed properly
attributable to such Participant.
(d) As of any specified date, the dollar balance of the individual
Accounts of each Participant in Sub Fund A and Sub Fund B shall be
determined in the same manner as under Section 4.040 (but using for
such determination amounts received by the Trustee in respect of
Sub Fund A and Sub Fund B in lieu of contributions).
(e) The Participant's Account in 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 or her interest in Stock Fund A which were
tendered or deposited in accordance with the Trust Agreement, by
the number of Units which bears the same relation to the number of
Units credited to such Account immediately prior to the tender or
deposit of such shares as the portion of his or her interest in
Stock Fund A in respect of which such shares were tendered bore to
his or her entire interest in Stock Fund A immediately prior to the
tender or deposit of such shares.
(f) The Participant's Accounts in 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 held in such
Accounts which were tendered and deposited in accordance with the
Trust Agreement, by the number of such shares which were so
tendered or deposited.
16.050 BENEFITS PAYABLE FROM SUB FUNDS AT TERMINATION OF EMPLOYMENT.
While the provisions of this Article XVI are in effect:
(a) For purposes of Section 5.010, each Unit representing 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 in accordance with the Trust Agreement, of
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<PAGE> 70
shares of Common Stock previously representing his or her interest
in Stock Fund A shall be deemed attributable to Company
Contributions made on the Participant's behalf which resulted in
the credit to his or her Account in Stock Fund A of a Unit in
respect of such interest.
(b) For purposes of Section 5.020(a):
(i) The full dollar balance of the Participant's accounts in
Sub Fund A and Sub Fund B shall be deemed to be described
in paragraph (iii) thereof, and such balance shall be
deemed to be an amount that the Participant (or his or her
Beneficiary in the case of death) shall receive under
paragraph (i) thereof. Such balance shall be determined,
in the manner provided by Section 16.040(d), by reference
to the Units in each such account on the date of the
Participant's termination of employment for any reason set
forth in Section 5.020(a), and the value of each Unit on
the Valuation Date coinciding with or immediately preceding
such date.
(ii) The amounts set forth in subparagraphs (A) and (B) of
paragraph (iii) of Section 5.020(a) shall be amounts that
the Participant (or his or her 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 Stock Fund A or held in such
Participant's Accounts in Stock Fund B which, as of the
date of such Participant's termination of employment for
any reason set forth in Section 5.020(a), has been tendered
or deposited in accordance with the Trust Agreement, shall
be transferred to such Participant (or his or her
Beneficiary in the case of death) pursuant to paragraph (i)
of Section 5.020(a) 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 (or his or her 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
Stock Fund A or held in such Participant's Accounts in
Stock Fund B as of the Valuation Date immediately preceding
the date of such termination and which were tendered or
deposited in accordance with the Trust Agreement, as soon
as practicable after the receipt of such cash, securities
or other consideration by the Trustee.
(c) If the Participant's employment is terminated for any reason other
than those reasons set forth in Sections 5.020 or 5.030, the
Participant shall receive as soon as practicable:
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<PAGE> 71
(i) The vested portion of the dollar balance of his or her
account in Sub Fund A and the full dollar balance of his or
her Accounts in Sub Fund B. Such balances shall be
determined, in the manner provided in Section 16.040(d), by
reference to the Units in each such Account on the date of
such termination and the value of each Unit on the
Valuation Date coinciding with or immediately preceding
such date.
(ii) The amounts set forth in paragraphs (i) through (iv) of
Section 5.040(a); provided, however, that no share of
Common Stock representing such Participant's vested
interest in Stock Fund A or held in such Participant's
Accounts in Stock Fund B which, as of the date of such
termination, has been tendered or deposited in accordance
with the Trust Agreement, shall be transferred to such
Participant after the 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 Stock Fund A or held
in such Participant's Accounts in Stock Fund B as of the
Valuation Date immediately preceding the date of such
termination and which were tendered or deposited in
accordance with the Trust Agreement, as soon as practicable
after the receipt of such cash, securities or other
consideration by the Trustee.
16.060 DISTRIBUTIONS FROM THE PLAN UNDER SECTION 6.010. While the
provisions of this Article XVI are in effect:
(a) The amount paid or transferred to a Participant who elects a
distribution in accordance with Section 6.010 shall be determined
in the same manner as under Section 16.050(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
Compensation Deferral Account and the related portion of his or her
Company Contribution Account, if any, shall not be distributable).
(b) As soon as practicable after an Employee makes a repayment
described in Section 6.020, there shall be credited to the
Employee's Company Contribution Account a dollar amount as set
forth in Section 6.020(c)). To the extent that the dollar amount to
be credited to his or her Company Contribution Account relates to
shares of Common Stock previously representing his or her interest
in Stock Fund A for which the Trustee received cash, securities or
other consideration pursuant to the tender or deposit thereof in
accordance with the Trust Agreement, such dollar amount shall be
allocated to Sub Fund A. At the same time, the Employee's
Compensation Deduction Account shall be
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<PAGE> 72
credited with a dollar amount, and such amount shall be allocated to the
funds and any accounts under the Guaranteed Return Fund, as set forth in
Section 6.020(c); provided, however, that, if the Participant makes a
repayment in respect of shares of Common Stock previously held in his or
her Compensation Deduction Account in Stock Fund B for which the Trustee
received cash, securities or other consideration pursuant to the tender or
deposit thereof in accordance with the Trust Agreement, a dollar amount
equal to the amount of such repayment shall be allocated to the
Participant's Compensation Deduction Account in Sub Fund B. The amounts
credited under this subsection (b) shall vest, and, for purposes of this
subsection (b), the balance of the Participant's Company Contribution
Account shall be determined, as set forth in the penultimate and last
sentences of Section 6.020(d).
16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.020. While the
provisions of this Article XVI are in effect:
(a) For purposes of Section 6.020(c), withdrawals pursuant to this
subsection (a) shall be taken from the Employee's Accounts in the
Investment Funds in a pro rata fashion, based upon the relative
size of the said Accounts. Any withdrawal from his or her Accounts
in the Guaranteed Return Fund shall be taken in reverse sequence by
first exhausting his or her Accounts in the most recent contracts
under such Fund. An Employee may, however, elect to have any such
withdrawal taken first from his or her Account in Stock Fund B,
with any additional withdrawal amount to be taken from his or her
Accounts in the remaining Investment Funds.
(b) For purposes of subsection (c) of Section 6.020, as soon as
practicable after a Participant makes a repayment described in such
subsection, there shall be credited to the Participant's Company
Contribution Account a dollar amount as set forth in the first
sentence of such subsection immediately following paragraph (iv)
thereof. To the extent that the dollar amount to be credited to
his or her Company Contribution Account relates to shares of Common
Stock previously representing his or her interest in Stock Fund A
for which the Trustee received cash, securities or other
consideration pursuant to the tender or deposit thereof in
accordance with the Trust Agreement, such dollar amount shall be
allocated to Sub Fund A. At the same time, the Participant's
Compensation Deduction Account shall be credited with a dollar
amount equal to the amount repaid by the Participant to such
Account, and such amount shall be used to purchase Units and shall
be allocated to the funds and any accounts under the Guaranteed
Return Fund, as set forth therein; provided, however, that, if the
Participant makes a repayment in respect of shares of Common Stock
previously held in his or her Compensation Deduction Account in
Stock Fund B as to which a withdrawal election was made and for
which the Trustee received cash, securities or other consideration
pursuant to the tender or deposit thereof in accordance with the
Trust Agreement, a dollar amount
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<PAGE> 73
equal to the amount of such repayment shall be allocated to the
Participant's Compensation Deduction Account in Sub Fund B. The
amounts credited under this subsection (b) shall vest as set
forth in the last sentence of Section 6.020(c).
(c) Partial withdrawals pursuant to Section 6.020(d) shall be in a
minimum amount of $100 with respect to Sub Fund B.
16.080 WITHDRAWALS FROM DEFERRAL ACCOUNTS UNDER SECTION 6.030. While the
provisions of this Article XVI are in effect, For purposes of Section 6.030,
withdrawals, in minimum amounts of $100 shall be taken from the Employee's
Accounts in the Investment Funds in a pro rata fashion, based upon the relative
size of the said Accounts. Any withdrawal from his or her Accounts in the
Guaranteed Return Fund shall be taken in reverse sequence by first exhausting
his or her Accounts in the most recent contracts under such Fund. An Employee
may, however, elect to have any such withdrawal taken first from his or her
Account in Stock Fund B, with any additional withdrawal amount to be taken from
his or her Accounts in the remaining Investment Funds.
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<PAGE> 74
ARTICLE XVII TOP HEAVY PROVISIONS
17.010 DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:
(a) "TOP HEAVY PLAN" shall mean a qualified retirement plan, including
this Plan if applicable, which is included in, or which
constitutes, an Aggregation Group under which, as of the
Determination Date, the sum of the present values of accrued
benefits for all Key Employees under all defined benefit plans in
the Aggregation Group and the aggregate of all accounts of Key
Employees under all defined contribution plans in the Aggregation
Group exceeds sixty percent (60%) of the sum of the present values
of accrued benefits under all such defined benefit plans and of all
accounts under all such defined contribution plans for all
participants under such plans.
(b) "KEY EMPLOYEE" shall mean each Employee or former Employee who has,
at any time during the five (5) year period ending on the
Determination Date, performed services for an Affiliated Company
and who is, at any time during the plan year ending on the
Determination Date, or was, during any one of the four plan years
preceding the plan year ending on the Determination Date, any one
or more of the following.
(i) An officer of the Company having annual compensation
greater than fifty percent (50%) of the amount in effect
under Code section 415(b)(1)(A) for any plan year;
(ii) One of the ten (10) persons having annual compensation from
all Affiliated Companies greater than the limitation in
effect under Code section 415(c)(1)(A) and owning (or
considered as owning within the meaning of Code section
318, as modified by Code section 416(i)(B)(iii)), the
largest interests in the Company;
(iii) Any person owning (or considered as owning within the
meaning of Code section 318, as modified by Code section
416(i)(B)(iii)), more than five percent (5%) of the
outstanding stock of the Company (or stock having more than
five percent (5%) of the total combined voting power of all
stock of the Company) (a "5 Percent Owner"); or
(iv) Any person who has annual compensation of more than one
hundred fifty thousand dollars ($150,000) and would be
described in subsection (3) above, if "one percent (1%)"
was substituted for "five percent (5%)".
For purposes of determining whether a person is an officer in
paragraph (i) above, in no event will more than fifty (50)
Employees or, if less than fifty (50)
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<PAGE> 75
Employees, the greater of three (3) Employees or ten percent (10%) of all
Employees, be considered Key Employees solely by reason of officer status.
In addition, persons who are merely nominal officers will not be treated as
officers solely by reason of their titles.
(c) "DETERMINATION DATE" shall mean the last day of the immediately
preceding plan year or, in the case of the first plan year of any
plan, the last day of such plan year.
(d) "EMPLOYEE" shall mean not only an Employee as defined in Article I,
but shall also include any beneficiary of such Employee.
(e) "AGGREGATION GROUP" shall mean a group of plans (including this
Plan) maintained by one or more Affiliated Companies in which a Key
Employee is a participant or which is combined with this Plan in
order to meet the coverage and nondiscrimination requirements of
Code sections 410 and 401(a)(4). The Aggregation Group shall also
include those plans other than this Plan which need not be
aggregated with this Plan to meet Code Requirements, but which are
selected by the Company to be part of a selective Aggregation Group
which shall include this Plan if the Aggregation Group would
continue to meet the requirements of Code sections 401(a)(4) and
410 with such plans being taken into account.
(f) "NON-KEY EMPLOYEE" shall mean any employee who is not a Key
Employee. Non-Key Employee shall also mean an employee who is a
former Key Employee.
17.020 APPLICATION OF THIS ARTICLE. In the event that this Plan is or
becomes a Top Heavy Plan, the following special provisions shall become
applicable to this Plan and shall supersede the comparable provisions contained
elsewhere in this Plan.
(a) MINIMUM CONTRIBUTION. The Plan, where aggregated with each other
defined contribution plan in the Aggregation Group in which a Key
Employee is a participant, shall provide a minimum allocation to
the account of each Participant who is not a Key Employee for each
plan year to which these rules apply equal to the lesser of:
(i) four percent (4%) of such Participant's compensation
(subject to the provisions of Section 17.030), or
(ii) the highest percentage of contribution made for the plan
year to a Participant who is a Key Employee for such plan
year.
(b) VESTING. A Participant's nonforfeitable right to his or her
Company Contribution Account shall be not less than the amount
determined pursuant to the following schedule:
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<PAGE> 76
<TABLE>
<CAPTION>
Years of Service Vested Interest
------------------------ ---------------
<S> <C>
Less than two 0%
Two but less than three 20%
Three but less than four 40%
Four but less than five 60%
Five or more 100%
</TABLE>
If the Plan ceases to be a Top Heavy Plan the vesting schedule set
forth in Section 5.010(a) shall again become applicable; provided
that a Participant's nonforfeitable right to his or her Company
Contribution Account shall not be less than his or her
nonforfeitable right to the balance of his or her Company
Contribution Account immediately before the Plan ceased to be a Top
Heavy Plan; and provided further that any Participant who at the
time the Plan ceased to be a Top Heavy Plan had been an Employee on
the last day of at least three (3) plan years following his or her
becoming an Employee shall be permitted irrevocably to elect to
remain under the vesting schedule set forth in this subsection (b)
in lieu of the vesting schedule set forth in Section 5.010(a).
(c) MAXIMUM COMPENSATION. For any plan year in which the Plan is a Top
Heavy Plan, only the first two hundred thousand dollars ($200,000)
of each Participant's annual compensation will be taken into
account for purposes of determining benefits under the Plan,
provided that such dollar amount shall be automatically adjusted as
prescribed by the Secretary of the Treasury.
17.030 ADJUSTMENT OF LIMITATION ON ANNUAL BENEFIT. If for any plan year
the Plan becomes "super top heavy" (i.e., by substituting "90%" for "60%" in
Section 17.010(a)), the percentage described in Section 18.020(a)(i) shall be
changed to three percent (3%), and Section 14.020 shall be applied in
accordance with the requirements of Code section 416(h)(1) (i.e., by
substituting "90%" for "60%" in Section 17.010(a)).
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<PAGE> 77
APPENDIX A
PROCEDURES, TERMS AND CONDITIONS OF LOANS
ELIGIBILITY FOR LOANS. The individuals eligible to obtain loans from the Plan
("Borrowers") are limited to:
(1) Employees, and
(2) non-Employees who are "parties in interest" (as defined in
section 3(14) of ERISA)
who have Plan Account balances. An Employee who wishes to obtain a loan must
be employed on an active payroll of an Affiliated Company at the time of the
loan application. A party in interest who is not an Employee will be eligible
to obtain a loan only if an agreement can be provided by the party's current
employer to deduct and remit the required loan repayments to the Savings Plan.
LIMITATION ON NUMBER AND MINIMUM AMOUNT OF LOANS. Only one (1) loan to a
Borrower is permitted to be outstanding from all Company sponsored savings
plans at any one time. Any Borrower who has an outstanding loan from the Plan
will be required to repay that loan in full before applying for another loan.
Each loan which is approved must be for a minimum of $1,000.
MAXIMUM AMOUNT OF LOAN. The amount which a Borrower will be permitted to borrow
from the Plan is based on the aggregate value of the Borrower's Accounts,
determined in accordance with Section 4.030 of the Plan, and may not exceed the
least of the amounts described in subsections (a), (b) and (c) of Section 6.040
of the Plan. The maximum amount of any loan will be further limited to ensure
that, after applying the appropriate interest rate and taking into account all
applicable deductions, the resulting periodic repayments will not exceed the
Borrower's net earnings. The deductions referred to in the preceding sentence
include statutory withholdings, deductions for employee benefits and all
pre-tax contributions to the Plan, but exclude credit union, savings bond,
charitable contribution and other similar deductions.
LOAN APPLICATIONS. Loan applications by prospective Borrowers will be made via
telephone to the Plan Administrator or such third party administrator as may be
designated by the Plan Administrator (either of whom is hereafter referred to
as the "Loan Administrator"). The Loan Administrator will then review the
telephonic application and determine eligibility for the loan. If the loan is
approved, the Loan Administrator will prepare and forward to the Borrower a
letter notifying the Borrower of the approval, together with a Truth in Lending
Statement and a check for the loan amount, all in form approved by the Plan
Administrator. The Borrower's endorsement of the loan check will be considered
to be the Borrower's agreement to the terms of the loan. Failure by the
Borrower to endorse the check within thirty (30) days after the date of the
check will be deemed to be a withdrawal by the Borrower of the loan
application.
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<PAGE> 78
SOURCE OF LOAN FUNDS. Each loan will be funded by withdrawing the required
amounts from the Plan Account(s) of the Borrower in the following order:
First -- from the Borrower's Supplemental Deferral Account;
Second -- from the Borrower's Compensation Deferral Account; and
Third -- from the Borrower's Compensation Deduction Account.
Subject to the provisions of the following paragraph, the loan amount will be
funded by the Borrower's Investment Funds in the applicable Accounts, in a pro
rata fashion, based upon the relative size of the balance of each such Fund in
the Accounts.
Alternatively, a Borrower may elect to have the loan funded first from the
Borrower's interest in Stock Fund B, with any additional funding to be on a pro
rata basis from the remaining Investment Funds.
Any loan funding from the Borrower's interest in Stock Fund B will be carried
out first from the Borrower's Common Units in that Fund. To the extent a loan
is made against the Borrower's Stock Fund B Account, the Borrower will receive
cash in lieu of shares of Common Stock. The Trustee will not be permitted to
sell shares of Common Stock in order to provide the cash with which to finance
loan applications.
If, at any time, the Trustee does not have sufficient cash on hand to finance
all outstanding loan applications, processing of each application for which
sufficient cash is not available will be deferred until sufficient cash becomes
available to process such loans on a first-come, first-serve basis.
DETERMINATION OF LOAN INTEREST RATE. The interest rate to be charged for loans
will be one percent (1%) over the prime rate, which is defined for this
Appendix 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 a loan.
TERM OF LOANS. Loans will be permitted for terms of 12, 24, 36, 48 or 60
months for loans other than those for the purpose of purchasing a primary
residence, which will be permitted for a term of 120 months.
REPAYMENTS. Loan repayments by Employees will be deducted from the Employee's
pay check each pay period. If a pay check is insufficient to cover the full
amount of the loan repayment, no deduction will be made, and the repayment will
be deducted from the Employee's next pay check. Loan repayment schedules for
Borrowers who are not Employees will be developed on an individual basis, but
will parallel as closely as possible the loan repayment schedules for
Employees.
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<PAGE> 79
PREPAYMENTS. The full unpaid balance of a loan may be prepaid at any time by a
Borrower. Partial prepayments in excess of scheduled payroll deductions will
not be accepted. No prepayments will be accepted within twelve (12) months
after the date of the loan, unless the Borrower is an Employee and terminates
employment within such twelve (12) month period.
MISSED PAYMENTS. If any payment is not made, interest will continue to accrue
on such missed payment and subsequent payments will be applied first to accrued
and unpaid interest on the missed payment and then to principal. A notice will
be mailed to the last known address of the Borrower stating that if three (3)
consecutive months of payments are missed, the loan will be considered to be in
default.
TERMINATION OF EMPLOYMENT. If a Borrower who is an Employee terminates
employment or is on an unpaid leave of absence, or if a Borrower who is not an
Employee is no longer able to repay a loan through payroll deductions, the
Borrower may continue to make loan repayments by personal check. Such
repayments to the Plan will be made through the Loan Administrator at an
address to be provided to the Borrower by the Loan Administrator.
DEFAULT. A loan will be considered to be in default after three (3)
consecutive months of payments have been missed during the term of the loan or
when a Borrower revokes a payroll deduction authorization. In the event of
such a default, a distribution of the loan amount, including both unpaid
principal and accrued but unpaid interest, will be deemed to have occurred (as
described in section 1.401(k)-1(d)(6)(ii) of the Treasury Regulations) and an
information return reflecting the tax consequences, if any, to the Borrower
will be issued. Upon the occurrence of an event permitting actual distribution
of the Borrower's Account pursuant to the provisions of Code section 401(k)
(whether distribution of the Borrower's entire Plan Account will actually be
made or will be deferred pursuant to applicable provisions of the Plan), the
unpaid balance of a defaulted loan will be charged off against the Borrower's
Account. If no distribution event has occurred, which would otherwise permit
payment to the Borrower under Code section 401(k), the unpaid balance of the
loan will be retained in the Account until such time as payment would be
permitted under that Code section, at which time the unpaid balance of the
loan, including any accrued and unpaid interest, will be charged off against
the Borrower's Account.
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<PAGE> 1
EXHIBIT 4-d-1
TRUST AGREEMENT
THIS TRUST AGREEMENT, made as of the 30th day of September, 1995, by
and between the SAVINGS PLAN ASSET COMMITTEE (hereinafter referred to as the
"Committee") of Allen-Bradley Company, Inc. (hereinafter referred to as the
"Company"), and FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation
having its principal place of business at Los Angeles, California (hereinafter
referred to as the ("Trustee").
WITNESSETH:
WHEREAS, the Company has adopted the Allen-Bradley Savings and
Investment Plan for Salaried Employees, the Allen-Bradley Savings and Investment
Plan for Hourly Employees and the Allen-Bradley Employee Savings Plan for
Represented Hourly Employees (hereinafter referred to collectively as the
"Plan"), for the benefit of such of its employees as become participants
therein, and their beneficiaries, if any, in the manner and to the extent
provided in the Plan; and
WHEREAS, the Plan provides that the property resulting from
contributions made on behalf of all participants, including contributions made
by the Company, shall constitute a trust fund to be held by a trustee or
trustees in trust for the purposes provided for in the Plan; and
WHEREAS, the Committee has been provided, pursuant to the provisions of
the Plan documents, authority to enter into a Trust Agreement on behalf of the
Company with respect to such trust fund;
<PAGE> 2
WHEREAS, the Committee, by action taken on September 13, 1995, has
appointed the Trustee as a trustee under the Plan; and the Trustee has
determined and agreed to act in such capacity;
NOW THEREFORE, the parties hereby agree as follows:
1. The Committee, on behalf of the Company and the Plan hereby
establishes a Trust with the Trustee pursuant to the Plan. Such Trust shall
comprise the property resulting from cash or other property (acceptable to the
Trustee) including the Common Stock of the Company ("Common Stock") received by
the Trustee from any other Trustee under the Plan at the direction of the
Committee, and contributions made pursuant to the Plan from time to time paid to
the Trustee by the Company in cash or other property (acceptable to the Trustee)
including Common Stock. All such cash, or other property, or investments or
proceeds thereof and all income, profits, increments, and accruals therefrom
(less the payments which the Trustee, from time to time, may make therefrom
pursuant to the provisions hereof) shall constitute the Trust Fund. The Trust
Fund shall be held by the Trustee in trust as herein provided. The Trust Fund
shall be under no duties whatsoever hereunder, except as expressly stated herein
and, without limiting the foregoing, shall have no responsibility to determine
whether the amount of the property paid to it by the Company is in accordance
with the Plan and no duty to collect, determine the accuracy of nor enforce
payment to it of any property due it from the Company or any Participant.
2. It shall be the duty of the Trustee hereunder (a) to hold, to
invest and to reinvest the Trust Fund as herein provided, (b) to transfer all or
any portion of the Trust Fund to any other Trustee as the Committee may from
time to time direct, (c) to make such payments in cash or Common Stock
("payments") from the Trust Fund (i) as the plan administrator of the Plan
(hereinafter referred to as the "Plan Administrator") may from time to time
direct, which payments shall be the payments to Participants or their
Beneficiaries as provided under the Plan, or to any other Trustee then serving
as a Trustee under the Plan, or (ii) for the payment of the expenses as provided
in Paragraph 7 of this Agreement, and (d) upon direction from the Committee to
transfer from the Trust Fund all or a portion of the accounts of Participants
employed by the Committee at a divested subsidiary, affiliate, component or part
of any thereof, to any trustee or other funding agent of any pension or profit
sharing plan or plans which is established or maintained by the acquirer of the
said divested subsidiary, affiliate, component or part of any thereof on behalf
of the said Participants in accordance with the provisions of section 401(a) of
the Internal Revenue Code. Upon such directions such payments shall be made
directly to the payee certified by the Committee to be entitled to receive them
under the Plan. The Trustee shall be fully protected in making such payments
from the Trust Fund upon such direction and shall not be charged with any
responsibility as to the application of such payments or as to compliance of
such transfer with Internal Revenue Code sections 401(a)(12) and 414(1).
3. (a) To the extent directed by the Committee, the Trustee shall
establish:
2
<PAGE> 3
(i) A Diversified Fund consisting of all contributions made
by Participants under the Plan subsequent to September
30, 1995 and designated pursuant to provisions of the
Plan as applicable from time to time (including
provisions, if any, regarding transfers of sums between
funds), as contributions to the Diversified Fund; all
property purchased therewith and the proceeds and
income of such contributions and property; and
(ii) A Fixed Income Fund consisting of all contributions
made by Participants under the Plan subsequent to
September 30, 1995 and designated pursuant to
provisions of the Plan as applicable from time to time
(including provisions, if any, regarding transfers of
sums between funds), as contributions to the Fixed
Income Fund, all property purchased therewith and
proceeds and income of such contributions and property;
and
(iii) A Stock Fund A consisting of all cash and Common Stock
of the Company contributed by the Company to match
contributions deducted from the Participant's
compensation on or after October 1, 1995 and the
proceeds and income therefrom; and
(iv) RESERVED
(v) An Intermediate Term Bond Fund consisting of all
contributions made by Participants under the Plan
subsequent to September 30, 1995 and designated
pursuant to provisions of the Plan as applicable from
time to time as contributions to the Intermediate Term
Bond Fund, all property purchased therewith and
proceeds and income of such contributions and property;
and
(vi) A Guaranteed Return Fund consisting of all
contributions made by Participants under the Plan and
designated pursuant to provisions of the Plan as
applicable from time to time as contributions to the
Guaranteed Return Fund (including provisions, if any,
regarding transfers of sums between funds), any
interest in a guaranteed return contract or contracts
with an insurance company or companies acquired
therewith and any other proceeds therefrom.
3
<PAGE> 4
(b) To the extent directed by the Committee, the Trustee shall
from time to time:
(i) Invest and reinvest the principal and income of the
Diversified Fund, without direction and without
distinction between principal and income of the said
Diversified Fund, which has not been segregated in an
Investment Manager Account or accounts, in every kind
of property (real, personal or mixed, and every kind of
investment, specifically including, but not by way of
limitation, corporate obligations of every kind and
stocks preferred or common) which men of prudence,
acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a
like character and with like aims, as the Trustee shall
in its discretion determine, provided that the Trustee
shall not invest such principal and income in any
security issued by the Company. Notwithstanding any
other provision of this Agreement, up to 10% of the
contributions made to the Diversified Fund may, to the
extent directed by the Committee, be invested by the
Trustee in any special investment fund maintained by
the Trustee designed to offer unusual possibilities for
growth and capital investment, and specifically within
the contemplation hereof, and notwithstanding any other
provision of this instrument, the persons, natural or
legal, who control the investments of this Trust, may
cause any part or all of the assets of this Trust to be
invested collectively with the money and other assets
of trust created by others by causing such money and
other assets to be invested as part of any common,
collective or commingled trust fund, as the same may
have heretofore been or may hereafter be established by
the Trustee, which is qualified under the provisions of
section 401(a) and exempt under the provisions of
section 501(a) of the Internal Revenue Code of 1986, as
the same may be amended. The money and other assets of
this Trust so added to any such common, collective or
commingled trust fund maintained by the Trustee shall
be subject to all of the provisions of the Declaration
of Trust, as the same may be amended, under which any
such common, collective or commingled trust fund shall
be maintained, and for the period of any such
collective investment of assets of this Trust such
Declaration of Trust, as the same may be amended, shall
constitute a
4
<PAGE> 5
part of this instrument. The Trustee shall have the sole
responsibility with respect to selecting, making and
retaining investments; and
(ii) Invest and reinvest the principal and income of the Fixed
Income Fund without direction and without distinction between
principal and income of the said Fixed Income Fund, in the
following kinds of instruments of debt with maturity of not
more than three years: treasury bills, treasury notes,
treasury bonds, federal agency obligations, other instruments
of federal, state and local government debt, bankers
acceptances and bank certificates of deposit, and cash
equivalents including short-term fixed income commingled and
collective investment funds of banks, but the Trustee shall
not invest such principal and income in any instrument of
debt issued by the Company. The Trustee shall have the sole
responsibility with respect to selecting, making and
retaining investments, and
(iii) Use all cash in the Stock Fund A only to purchase Common
Stock. Purchases may be made from or through any source
(other than the Committee) including a Participant. Rights,
options or warrants offered to purchase Common Stock shall be
exercised by the Trustee in his discretion but only to the
extent that there is cash available in the Stock Fund A for
investment. To the extent they are not exercised, the same
shall be sold on the open market. Rights, options or warrants
to purchase securities of Rockwell International Corporation
or its subsidiaries or affiliates other than Common Stock
shall be sold by the Trustee on the open market; and
(iv) RESERVED
(v) Invest and reinvest the principal and income of the Fixed
Income Fund without direction and without distinction between
principal and income of the said Fixed Income Fund, in the
following kinds of instruments of debt with a combined
average maturity of not more than five years: treasury bills,
treasury notes, treasury bonds, federal agency obligations
and other instruments of government debt. The Trustee shall
have the sole responsibility with respect to selecting,
making and retaining investments, and
5
<PAGE> 6
(vi) Invest and reinvest the principal and income of the
Guaranteed Return Fund only in one or more contracts executed
between the Trustee and one or more insurance companies
whereby such companies agree to guarantee a defined rate or
rates of earnings or interest on amounts so invested. Such
contract or contracts shall contain such terms, and shall be
with such insurance company or companies, as the Company may
direct; and
(vii) In making all investments pursuant to the above subsections,
the Trustee (A) shall not, except as provided in Part 4 of
Title I of the Employee Retirement Income Security Act of
1974, be bound by any law or court doctrine of any state or
jurisdiction limiting trust investments, (B) makes no
warranty or representation with respect to the continuing
value of participating units, and (C) shall give
consideration to the cash requirements of the Plan.
(c) The Trustee may exercise or sell any options, rights or warrants which
entitle the Trustee to subscribe or purchase securities, subject,
however, to the requirements of the preceding subparagraph 3.(b)(iii)
and (iv) hereof as to securities of the Company. If any sales are made
other than on a national securities exchange, the price shall be no
less than the lowest quotation for such options, rights or warrants on
the New York Stock Exchange, or such other exchange on which such
security is listed, on the date of such sale, adjusted for brokerage
fees, commission and other handling charges.
(d) Notwithstanding any provisions herein to the contrary, the Trustee
shall not cause the Plan to engage in any transaction constituting a
prohibited transaction within the meaning of sections 406 through 408
of the Employee Retirement Income Security Act or section 4975 of the
Internal Revenue Code.
4. (a) Except as otherwise provided in this Paragraph 4, the duty with respect
to the voting, retention, and tendering of Common Stock held in the
Stock Fund A or the Stock Fund B shall be solely that of the Trustee,
to be exercised solely in the Trustee's discretion.
(b) With respect to any matter as to which a vote of the outstanding shares
of Common Stock is solicited by proxies, consents or authorizations:
6
<PAGE> 7
(i) Each Participant shall be entitled to direct the Trustee, and
the Trustee shall solicit the direction in writing of each
Participant, as to the manner in which voting rights of
shares of Common Stock held in the Stock Fund A or the Stock
Fund B which either represent the vested or non-vested
interest of such Participant in the Stock Fund A as of the
record date fixed for determining the holders of Common Stock
entitled to vote on such matter or have been credited as of
such record date to the Stock Fund B account of such
Participant 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 in accordance with the
last-dated timely written direction, if any, of such
Participant. In connection with the solicitation of written
directions from Participants, the Committee will cause to be
furnished to each Participant and the Trustee notice of each
occasion for the exercise of such voting rights, an
appropriate form on which such written direction may be
given, and a statement containing the information that the
Company distributes to stockholders generally regarding the
exercise of such voting rights; and
(ii) The duty with respect to the exercise of voting rights on
shares of Common Stock held in the Stock Fund A or the Stock
Fund B as to which no timely direction in writing has been
received pursuant to paragraph (i) of this subsection (b)
shall be solely that of the Trustee, to be exercised solely
in the Trustee's discretion.
(c) In the event of any Tender Offer (as defined in Section 17.1 of the
Plan):
(i) Each Participant shall be entitled to direct the Trustee,
and the Trustee shall solicit the direction in writing of
each Participant, as to the tendering or depositing of any
shares of Common Stock held in the Stock Fund A or the Stock
Fund B which either represent the vested or non-vested
interest of such Participant in the Stock Fund A as of the
Tender Date (as defined herein) with respect to such
Participant or have been credited as of such Tender Date to
the Stock Fund B account of such Participant, and,
except as limited by paragraph (iii) hereof, the
7
<PAGE> 8
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;
(ii) Except as limited by Paragraph (iii) hereof, the duty with
respect to the retention, tendering or depositing of shares
of Common Stock held in the Stock Fund A or the Stock Fund B
as to which no timely direction in writing has been received
pursuant to paragraph (i) hereof shall be solely that of the
Trustee to be exercised solely in the Trustee's discretion;
and
(iii) Shares of Common Stock held in the Stock Fund A or the Stock
Fund B shall not be tendered or deposited by the Trustee
pursuant to any such Tender Offer until the earliest of (A)
immediately preceding the scheduled expiration of the Tender
Offer pursuant to which such shares are to be tendered or
deposited or (B) 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 (C) the expiration of 30 days from the date of the
Trustee's solicitation of Participant's written direction
pursuant to paragraph (i) hereof; and
(iv) The duty with respect to the withdrawing of, or other
exercise of any right to withdraw, shares of Common Stock
held in the Stock Fund A or the 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
solicitation is made, the Trustee shall act in accordance
with the last dated timely written direction, if any, of each
such Participant. As used in this subparagraph (c) with
respect to a Participant, the term "Tender Date" means the
date on which the Trustee tenders or deposits any shares of
the Common Stock either representing the vested
8
<PAGE> 9
or non-vested interest of such Participant in the Stock Fund
A or credited to the Stock Fund B account of such Participant
in accordance with this subparagraph (c).
5. (a) While the provisions of Article XVII of the Plan 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 the Stock Fund A which
were tendered or deposited in accordance with Paragraph 4,
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 the Stock Fund B which
were tendered or deposited in accordance with Paragraph 4,
all property purchased therewith and the proceeds and income
therefrom.
(b) The Trustee shall use all cash in the Sub Fund A and the Sub Fund
B only to purchase the kinds of instruments of debt with maturity
of not more than three years in which the Trustee and any
Investment Manager may invest and reinvest the principal and
income of the Fixed Income Fund pursuant to Paragraph 3(b)(ii) 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 the
Sub Fund A or the Sub Fund B pursuant to a tender or deposit of
shares of Common Stock in accordance with Paragraph 4 shall be
similarly invested and reinvested.
6. The Trustee, in its discretion, may keep any portion of any of the Trust
Fund in cash or cash balances in such amounts as may be necessary to meet
contemplated requirements of the Plan. The Trustee is authorized to hold
the cash amounts described in this Section 6 in deposits in its commercial
banking department which bear a reasonable rate of interest. However, no
provision of this Trust Agreement shall be construed as requiring payment of
interest on cash held for a reasonable period of time pending investment or
pending disbursement pursuant to the Plan and this Trust Agreement.
9
<PAGE> 10
7. The Trustee is authorized and empowered in its discretion subject to the
terms of Section 3 hereof but not by way of limitation;
(a) To sell, exchange, convey, transfer or dispose of and also to
grant options with respect to, any 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 the 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) To vote in person or by proxy on any stocks, bonds or other
securities held by it, subject to the provisions of Paragraph
4 in the case of shares of common stock;
(d) To 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 stocks, bonds or other 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 it may deem
wise;
(e) To make, execute, acknowledge and deliver any and all deeds,
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
the name of its nominee or nominees, or to retain them
unregistered or in bearer form, but the books and records of
the Trustee shall at all times show that all such investments
are part of the Trust Fund;
(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.
10
<PAGE> 11
8. (a) The duties imposed upon the Trustee by this Amendatory Trust Agreement
shall be subject to the provisions of this Paragraph 8.
(b) The Committee from time to time may direct the segregation of all or a
portion of the Trust Fund in an Investment Manager Account (or
Accounts), and if it does so, shall also appoint an Investment Manager
(or Investment Managers) with respect to the portion of the Trust Fund
so segregated. Written notice of any such appointment will be given to
the Trustee and to the Investment Manager. The Investment Manager
shall have full discretion (subject to the criteria set forth in
Paragraph 3(b) hereof which shall be incorporated in the document
appointing the Investment Manager) to direct the Trustee with respect
to the acquisition, retention, management and disposition of the assets
from time to time comprising the Investment Manager Account. The
Trustee shall follow the directions of the Investment Manager regarding
the acquisition, retention, management and disposition of assets
comprising the Investment Manager Account and shall be under no duty or
obligation to review the assets comprising the Investment Manager
Account from time to time, or to make any recommendations with respect
to the investment or reinvestment thereof. The Trustee shall have no
liability or responsibility to the Committee or any beneficiary of the
Trust Fund for acting on the direction of, or for the Trustee's failure
to act in the absence of any directions from, the Investment Manager.
The Trustee may assume that any Investment Manager Account previously
created and the appointment of any Investment Manager previously made
continue in force until receipt of written notice to the contrary from
the Committee. Pending receipt of instructions from the Investment
Manager with respect thereto, any cash received by the Trustee from
time to time for the Investment Manager Account may be retained by the
Trustee, in its discretion, in cash or cash balances. Neither the
Trustee nor the Investment Manager shall be liable or responsible for
the acts of the other.
(c) In the event the Committee has appointed more than one trustee to
serve as trustees under the Plan, the Committee from time to time may
allocate specific responsibilities, obligations or duties among
trustees, provided each trustee to whom responsibilities, obligations
or duties are allocated agrees in writing to such allocation. In the
event of such allocation, a trustee to whom certain responsibilities,
obligations or duties have not been
11
<PAGE> 12
allocated shall not be liable either individually or as a trustee
for any loss resulting to the Plan arising from the acts or
omissions on the part of another trustee to whom such
responsibilities, obligations or duties have been allocated.
(d) The Committee shall indemnify the Trustee against and save it
harmless from any and all liability and costs, including
attorney's fees, which the Trustee may incur as a result of any
action taken by the Trustee in accordance with any direction of
the Committee or any such Investment Manager designated by the
Committee, or by reason of the Trustee's failure to exercise any
of its powers because of the failure of the Committee or such
Investment Manager to give such directions.
9. (a) Except as provided in Paragraph (b) below, all costs and expenses
incurred in the administration of the Plan, including the
Trustee's fees and expenses, Investment Manager fees and expenses,
and those of the Trustee's and Investment Manager's counsel, shall
be borne by the Company and shall constitute a charge on the Trust
Fund until so paid; provided that unless the Board of Directors
shall by resolution provide to the contrary the Company shall not,
and in no event shall the Trust Fund, pay any such Trustee,
Trustee's counsel, Investment Manager or investment advisors fees
or expenses incurred (1) in preparing for or prosecuting any
action against the Committee, any member of the Plan Committee or
the Plan Administrator or (2) in defending or settling, or
satisfying a judgment relating to any proceeding either arising
out of any alleged misfeasance or nonfeasance in any person's
performance of duties with respect to the Plan or arising out of
any alleged wrongful act against the Plan.
(b) Brokerage fees, commissions, stock transfer taxes and other
charges and expenses incurred in connection with transactions
relating to the acquisition or disposition of property for or of
the Trust Fund, including any part segregated in an Investment
Manager Account, or distributions therefrom shall be paid from the
Trust Fund, including any part segregated in an Investment Manager
Account. Taxes, if any, payable by the Trustee on the assets at
any time held in the Trust Fund or on the income thereof shall be
paid from the Trust Fund.
10. The Trustee may consult legal counsel (who may be counsel for the
Committee) concerning any question which may arise in connection with its duties
under this Agreement, and the opinion of such counsel shall be full and complete
protection with respect to any action taken or suffered by the Trustee hereunder
in good faith and in accordance with the opinion of counsel, provided that the
Trustee shall not be protected by
12
<PAGE> 13
this Section for reliance upon the opinion of counsel other than Committee
counsel in a matter involving interpretation of the Plan unless Committee
counsel has failed to provide, within a reasonable period following notice of
such opinion, inconsistent advice with respect to such matter.
11. The Trustee shall keep accurate and detailed records of all investments,
receipts and disbursements and other transactions hereunder including those
directed by an Investment Manager and to the extent directed by the Committee,
shall keep such records so as to segregate with respect to each Participant
amounts contributed by each Participant and amounts contributed by the Company
on his behalf. All such accounts, books and records relating thereto shall be
open to inspection and audit at all reasonable times by any person or persons
designated by the Committee. As soon as practicable following each Valuation
Date under the Plan, the Trustee shall provide the Committee such data as shall
be required to determine values of all accounts in accordance with the unit
valuation procedure described in the Plan. Within sixty (60) days following
October 1 of each year or following the close of such other annual period as may
be agreed upon between the Trustee and the Committee and within sixty (60) days
after the removal or resignation of the Trustee as provided in Paragraph 3
hereof, the Trustee shall file with the Committee a written report setting forth
all investments, receipts and disbursements and other transactions effected by
it during such year, or such other annual period or during the period from the
close of such year or other annual period to the date of such removal or
resignation, including a description of all securities and investments purchased
and sold with the costs or net proceeds of such purchases and sales (excluding
accrued interest paid or received), and showing all cash, securities and other
property held at the end of such year or other period. Upon the expiration of
six (6) months from the date of filing such annual or other account, the Trustee
shall be forever released and discharged from any liability or accountability to
anyone with respect to the propriety of its acts or transactions shown in such
account, except with respect to any such acts or transactions as to which the
Committee shall within such six (6) month period file with the Trustee a written
statement claiming negligence or willful misconduct or lack of good faith on the
part of the Trustee.
12. In the event the Committee has appointed two or more Trustees to serve
as Trustees of and under the Plan, one of such Trustees shall in the event the
Committee elects to have the unit values determined by a Trustee upon direction
from the Committee determine the value of each Unit in the Trust Fund as of each
Valuation Date in accordance with the provisions of the Plan. The Trustee
responsible for determination of the value of each Unit shall be entitled to
rely upon the market values of trust property held under the Plan by any other
Trustees as determined by such other Trustees, upon receipt of written
certification of such values by such Trustees. The Trustee shall in any event
determine the fair market value of all property in the Trust Fund on such basis
as it deems appropriate, as of such dates as the Committee may direct.
13. The Trustee may be removed by the Committee at any time upon ninety (90)
days' notice in writing to the Trustee. The Trustee may resign at any time upon
ninety (90) days' notice in writing to the Committee. Upon such removal or
resignation of the Trustee the Committee shall appoint and designate a successor
Trustee and the Trustee shall assign and transfer and pay over to such successor
Trustee the funds and properties
13
<PAGE> 14
then constituting the Trust Fund. Any successor Trustee appointed as provided
in this paragraph shall execute and deliver to the Committee and its predecessor
Trustee an instrument accepting such appointment hereunder, and such successor
Trustee, without any further act, deed or conveyance, shall as of the effective
date of its appointment become vested with all rights, powers, duties and
obligations of its predecessor Trustee hereunder, with like effect as if
originally named as Trustee hereunder; but, nevertheless, on the written request
of the Committee or of the successor Trustee, the Trustee ceasing to act shall,
upon payment of any amounts then due to it pursuant to the provisions of
Paragraph 9 of this Agreement, execute and deliver an instrument transferring to
each successor Trustee all the rights and powers of the Trustee so ceasing to
act. Upon request of any such successor Trustee, the Committee shall execute
any and all instruments in writing for more fully and certainly vesting in and
confirming to such successor Trustee all such rights and powers. The Trustee is
authorized to reserve such sum of money, or to liquidate such property and
reserve such sum of money, or to liquidate such property and reserve the
proceeds thereof, as to it may seem advisable for the payment of its expenses in
connection with the settlement of its accounts, and the payment of any other
amounts then due to it pursuant to the provisions of Paragraph 9 of this
Agreement, or otherwise, and any balance of such reserve remaining after the
payment of such expenses shall be paid over to such successor Trustee.
14. All requests, directions, requisitions, certificates and instructions
to the Trustee from the Committee shall be in writing signed by a person
authorized to sign such documents by the Plan Committee and the Trustee shall
act and shall be fully protected in acting in accordance with such requests,
directions, requisitions, certificates and instructions. Any action by the Plan
Committee pursuant to the provisions of this paragraph shall be taken by a
resolution by such body, a copy of which shall be provided to the Trustee.
15. It is the intention of the Committee that this Trust and the Plan of
which it is a part shall be permanently administered for the benefit of
employees and this Trust is, accordingly, irrevocable; but, if changing
conditions require, this Agreement and the Trust created hereby may be
terminated at any time by the Committee, and upon such termination the Trust
shall be distributed by the Trustee as and when directed by the Committee in
accordance with the provisions of Paragraph 2. From and after the date of
termination of this Agreement and the Trust and until the final distribution of
the Trust, the Trustee shall continue to have all the powers provided under this
Agreement as are necessary and expedient for the orderly liquidation and
distribution of the Trust.
16. This Agreement, other than this Paragraph 16, may be amended at any
time by the Committee, provided, however, in no event shall any such amendment
operate to (a) revest the Trust or any part thereof in the Committee, (b) reduce
the then accrued benefit or the amount then held for the benefit of any
Participant in the Plan, or (c) cause any part of the Trust Fund (except as
provided in Paragraph 9(b) hereof) to be used for, or diverted to, purposes
other than for the exclusive benefit of the said employees and their
Beneficiaries. The Committee shall provide Trustee with notice of any such
amendment by
14
<PAGE> 15
delivering a copy thereof to the Trustee. In no event shall any modifications
or amendments which affect the rights, duties or responsibilities of the Trustee
be made without the Trustee's written consent. This paragraph shall not be
construed to enlarge the obligations of the Committee beyond those assumed under
the Plan.
17. The term "Plan" whenever used herein shall mean the Plan as the same
may be amended or modified from time to time. The Committee shall cause a copy
of each amendment or modification, or a copy of the Plan as so amended or
modified, to be delivered to the Trustee for convenience or reference.
18. Any qualified corporation into which the Trustee may merge or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Trustee may be a party, shall be the successor of the
Trustee hereunder, without the execution or filing of any additional instrument
or the performance of any further act.
19. No right or benefit provided for in this Plan or in this Agreement
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
void. No such right or benefit shall be in any manner liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person entitled
to such right or benefit. No such right or benefit shall be subject to
garnishment, attachment, execution or levy of any kind. If any Participant or
Beneficiary shall become a bankrupt or shall attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge such right or benefit
deriving from the Trust Fund, or if such right or benefit to which such person
may be entitled should be held by any court to be subject to garnishment,
attachment, execution or levy of any kind, then in the discretion of and upon
direction from the Committee such right or benefit shall cease and terminate and
the same shall be held or applied, in whole or in part, to or for the benefit of
such Participant or Beneficiary or his spouse, children, or other dependents, or
any of them, in such manner and in such proportion as the Committee shall deem
proper. Any payment so made or applied shall be conclusively deemed to have
been made for the benefit of such Participant or Beneficiary, as the case may
be.
20. In the event any controversy or disagreement shall arise as to the
payee or payees to whom payment or delivery of any funds, contracts or property
shall be made by the Trustee, or as to any other matter arising in the
administration of this Trust, the Trustee may retain the funds, contracts or
property involved without liability pending settlement of the controversy or
disagreement. The Trustee shall not be liable for the payment of any interest
or income on any cash or other property held by it under such circumstances,
except only to the extent of interest or income received by it.
21. In the event that the Plan Administrator shall find that any
Participant or Beneficiary to whom a benefit is payable under the terms of the
Plan from the Trust Fund is unable to care for his affairs because of illness or
accident, is otherwise mentally or physically incompetent, or unable to give a
valid receipt, the Plan Administrator may cause the payments becoming due to
such Participant or Beneficiary to be paid to another person
15
<PAGE> 16
for his benefit without responsibility on the part of the Committee, or the
Trustee, to follow the application of such payment. Any such payment shall be a
payment for the account of the Participant or Beneficiary and shall operate as
a complete discharge of all liability therefor under the Plan of the Trustee
and the Committee.
22. Nothing in the Plan or in this Agreement shall be deemed to confer any
legal or equitable right or interest in the Trust Fund in the favor of any
Participant, Beneficiary or other person, except to the extent expressly
provided in the Plan.
23. The Trustee accepts the Trust created hereunder and agrees to be bound
by all the terms of this Agreement.
24. This Agreement shall be construed and enforced according to the laws
of the State of California, and all provisions hereof shall be administered
according to the laws of the said State.
25. All terms used in this Agreement and not defined herein shall have the
same meaning as when used in the Plan, unless a different meaning is required by
the context.
26. The Company intends to have the Plan qualified with and approved by
the Internal Revenue Service as a Plan, contributions to which are deductible by
the Company for Federal income tax purposes. Subject to the provisions of
Paragraph 16 hereof, any modification or amendment of the Plan or the Trust
Agreement may be made retroactively by the Company, if necessary or appropriate,
to qualify or maintain the Plan as a plan and trust, meeting the requirements of
applicable sections of the Internal Revenue Code and of other Federal and State
tax laws, as now in effect or hereafter amended or enacted.
27. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and the said counterparts shall constitute
but one and the same instrument.
28. This Trust shall continue in effect indefinitely unless terminated in
accordance with the provisions of this Agreement, provided, however, should
section 28004 of the California Corporations Code or 715.3 of the California
Civil Code, or either of them, be held unconstitutional, or invalid, or
inapplicable, or be repealed or amended with retroactive effect so that this
Trust offends against the Rule against Perpetuities, then this Trust shall
terminate upon the death of the last survivor of all persons who are in being on
the date hereof and who are or may become Participants under the Plan.
16
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and their
corporate seals to be hereunto affixed and duly attested, all as of the day and
year first above written.
SAVINGS PLAN ASSET COMMITTEE
/s/ Jodie K. Glore
------------------------------------
Jodie K. Glore
/s/ Kenneth W. Krueger
------------------------------------
Kenneth W. Krueger
/s/ Julie A. Beck
------------------------------------
Julie A. Beck
FIRST INTERSTATE BANK OF CALIFORNIA
Attest: By: /s/ S. Ryan
--------------------------------
Vice President
/s/ Aleyda Alvarado
- -----------------------------------
Trust Officer
<PAGE> 1
Exhibit 4-d-2
ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN
-----------------------------------
TRUST AGREEMENT
---------------
<PAGE> 2
ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN
-----------------------------------
TRUST AGREEMENT
---------------
TRUST AGREEMENT dated as of December 1, 1981 between ALLEN-BRADLEY COMPANY,
a Wisconsin corporation (the "Company"), and GENE R. STEVENS, as Trustee (the
"Trustee").
WITNESSETH:
-----------
WHEREAS, the Company has established, effective as of December 1, 1981, a
savings plan known as the "Allen-Bradley Employee Savings Plan" (the "Plan") to
encourage and assist certain employees of the Company in adopting a regular
savings program and to help provide security for them upon retirement;
WHEREAS, the Company desires to establish a trust in order to implement and
carry out the purposes of the Plan;
NOW, THEREFORE, the Company and the Trustee do hereby covenant and agree as
follows:
ARTICLE I
---------
Definitions
-----------
1.01 The terms defined in the Plan shall have the same meaning in this
Trust Agreement.
<PAGE> 3
-2-
ARTICLE II
----------
Creation of Trust
-----------------
2.01 The Company hereby creates and establishes a trust to be known as the
Allen-Bradley Employee Savings Plan Trust (the "Trust"). The Trustee shall
receive, hold, invest and dispose of all of the properties and assets of the
Trust (such properties and assets being hereinafter referred to as the "Trust
Fund"), as Trustee, in accordance with the terms of this Trust Agreement.
ARTICLE III
-----------
Purpose of Trust
----------------
3.01 The purpose of the Trust is to receive, hold, and distribute the
Trust Fund created and maintained in accordance with the provisions of the Plan.
ARTICLE IV
----------
Contributions
-------------
4.01 Contributions to the Trust are to be made by Members and by the
Company in such amounts and at such times as provided by the Plan.
4.02 The aggregate amount of Member contributions and Company
contributions received by the Trustee,
<PAGE> 4
-3-
together with the earnings thereon, shall be credited to the respective accounts
of the Members, and the Trustee shall hold, invest and dispose of the same as
provided in the Plan. All contributions received by the Trustee, together with
the earnings thereon, shall constitute a single fund and may be commingled.
ARTICLE V
---------
Investments
-----------
5.01 The Trustee shall invest the assets of the Trust Fund in insurance
company investment contracts in which repayment of principal and payment of a
fixed interest rate thereon are guaranteed by the insurance company for a
specified period, as directed by the Savings Plan Assets Committee.
ARTICLE VI
----------
Payments from the Trust Fund
----------------------------
6.01 The Trustee shall make payments out of the Trust Fund to or for the
benefit of the Members and their beneficiaries at such times and in such manner
as may be provided in or pursuant to the Plan. If and to the extent that the
Savings Plan Benefits Committee determines that any of the provisions of the
Plan with respect to payments from the Plan are ambiguous or imprecise or
require
<PAGE> 5
-4-
the exercise of discretion by the Trustee, the Savings Plan Benefits Committee
may issue instructions to be followed by the Trustee.
ARTICLE VII
-----------
Administration
--------------
7.01 Title to all Trust assets shall be and remain in the Trustee. The
Savings Plan Assets Committee may appoint a corporate trust company as custodian
of the Trust Fund or take such other action as it deems appropriate for the
custody of the Trust Fund.
7.02 The Trustee shall keep accurate and detailed records and accounts of
all investments, receipts, disbursements and other transactions in accordance
with the provisions of the Plan or, in the absence of, or in the event of
ambiguity in, such provisions, in accordance with directions from the Savings
Plan Assets Committee.
7.03 The Trustee may act by any accountants, attorneys or others as in its
discretion may be necessary or advisable.
ARTICLE VIII
------------
Resignation and Removal
-----------------------
8.01 The Trustee may resign at any time by written instrument delivered to
the Savings Plan Assets
<PAGE> 6
-5-
Committee. The Savings Plan Assets Committee shall have the power at any time,
by written notice, to remove the Trustee.
8.02 Upon the death, resignation, removal or incapacity to act of the
Trustee, the Savings Plan Assets Committee may, by written notice, appoint a
successor Trustee, and such successor Trustee shall have the same authority and
be subject to the same restrictions as the predecessor Trustee.
ARTICLE IX
----------
Alienation
----------
9.01 Benefits payable from the Trust Fund shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance. charge, garnishment, execution or levy of any kind, either
voluntary or involuntary including any liability which is for alimony or other
payment for the support of a spouse or former spouse, or any relative of a
participant prior to actually being received by the person entitled to the
benefit under the terms of the Plan. Any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any right to
benefits payable shall be void.
<PAGE> 7
-6-
9.02 Neither this Trust Fund nor the Trustee shall in any manner be liable
for or be subject to the debts, contracts, liabilities, engagements or torts of
any person entitled to benefits. If the terms of this Article IX are contrary to
the law governing in a particular circumstance, then, as to that circumstance,
any payment shall be exempt to the maximum extent permitted by law.
ARTICLE X
---------
Absence of Guaranty
-------------------
10.01 Neither the Trustee nor the Company in any way guarantees the Trust
Fund against loss or depreciation, or guarantees the payment of any contribution
by the Company or of any benefits which may become due under the plan to any
Member. Each Member shall look solely to the Trust Fund for such payments. The
Company shall in no manner be liable to any Member or to any other person for
any act or omission of the Trustee.
ARTICLE XI
----------
Inquiry; Reliance
-----------------
11.02 No insurance company which may issue any contract or policy held as
a part of the Trust Fund shall be obligated to inquire into the terms of this
Trust Agreement or be responsible for any action of the Trustee or of the
<PAGE> 8
-7-
Company. No such insurance company shall be obligated to see to the distribution
or further application of any proceeds paid by it to the Trustee or paid in
accordance with the written direction of the Trustee or the Savings Plan Assets
Committee or the Company, and any such payment of proceeds shall be a complete
discharge to the insurance company therefor.
11.03 The Trustee shall have the right to rely and act upon any writing or
document believed by it to be genuine, without obligation to take any particular
steps to verify the same, and upon any information believed by it to be true,
without obligation to take any particular steps to verify the same, and shall
not be liable in any way to anyone for relying or not relying or acting or not
acting upon any particular documents, writing, state of facts, information, or
notice, unless the reliance or non-reliance or action or inaction, as the case
may be, shall be intentionally erroneous.
ARTICLE XII
-----------
Amendments
----------
12.01 This Trust Agreement may be amended in writing by supplemental
agreement executed by the Trustee and by the Company pursuant to previous
authorization by
<PAGE> 9
-8-
the Savings Plan Assets Committee; provided, however, that no such amendment
shall be effective or shall be made which shall attempt to divert any part of
the Trust assets to purposes other than for the exclusive benefit of the
Members and their beneficiaries.
ARTICLE XIII
------------
Termination
-----------
13.01 The Company, by resolution of its Board of Directors, may revoke and
terminate the Plan in its entirety. The Company shall notify the Trustee of such
revocation and termination by written notice accompanied by a copy of the
resolution of the Board of Directors. In the event of such termination of the
Plan, the Trustee shall distribute the net assets in its hands in such manner as
it shall be instructed by the Savings Plan Benefits Committee.
ARTICLE XIV
-----------
Successors
----------
14.01 This Trust Agreement shall be binding upon the Company, its
successors and assigns, and upon all Members, their legatees, heirs and legal
representatives.
<PAGE> 10
-9-
ARTICLE XV
----------
Limitation
----------
15.01 Irrespective of any other provision herein, the Trust shall not
continue in force and effect for any period of time beyond that permitted by any
applicable statute or rule of law effective in the State of Wisconsin.
15.02 This Trust Agreement shall be construed and enforced according to
the Laws of the State of Wisconsin and in such manner as in the judgment of the
Trustee will best carry out the purposes hereof. The headings of the different
articles are inserted for convenience of reference and are not to be taken to be
any part of this Trust Agreement nor to control or affect the meaning,
construction or effect thereof.
ARTICLE XVI
-----------
Miscellaneous
-------------
16.01 The Trustee shall not be required to give bond for the faithful
performance of his duties hereunder.
16.02 No person or corporation dealing with the Trustee shall be required
to take cognizance of the provisions hereunder or be required to make inquiry as
to
<PAGE> 11
-10-
the authority of the Trustee to do any act which the Trustee may do hereunder,
and every such person or corporation shall be entitled conclusively to assume
that the Trustee is properly authorized to do any act which it mat do and
shall be under no liability to anyone whomsoever for any act done hereunder
pursuant to the written direction of the Trustee. Any such person or
corporation may conclusively assume that the Trustee has full power and
authority to receive and receipt for any money or property becoming due and
payable to the Trustee and shall not be bound to inquire as to disposition or
application of any money or property paid to the Trustee or paid in accordance
with the written directions of the Trustee.
16.03 A certificate by the Secretary or Assistant Secretary of the
Company certifying the name of the person who is then the Trustee hereunder
shall be conclusive evidence for all purposes that such person is the Trustee
hereunder at the date of such certificate.
16.04 The Trustee may delegate to one or more persons the authority to
sign and endorse checks, drafts, notes or other documents, and such signature or
endorsement may be made by facsimile signature. In the absence of the Trustee
or upon the failure or inability of the Trustee to act,
checks, drafts, notes or other documents regarding the
<PAGE> 12
-11-
Trust Fund may be signed or endorsed in such a manner as may be determined by
the Savings Plan Assets Committee.
16.05 Upn the request of the Trustee, the Company shall furnish from time
to time such information in its possession as will aid the Trustee in
administering the Trust.
16.06 The Trustee shall be udner no duty to examine the records of the
Company to determine whether any certification has been or should have been
made or the correctness of any certification which shall have been received by
the Trustee. Nor shall it have any duty or responsibility to collect any sums
so voted, its responsibility in that respect being expressly limited to
contributions actually received by it.
IN WITNESS WHEREOF, this Trust Agreement has been executed and delivered
as of this 1st day of December, 1981, by and on behalf of the Company and the
Trustee.
ALLEN-BRADLEY COMPANY
[SEAL]
by /s/ CLAUDE R. WHITNEY
----------------------
Claude R. Whitney,
Vice Chairman and
Chief Executive Officer
GENE R. STEVENS, TRUSTEE
------------------------
Gene R. Stevens, Trustee
<PAGE> 13
WORLD HEADQUARTERS
1201 South Second Street
ALLEN-BRADLEY Milwaukee, WI 53204 USA
A ROCKWELL INTERNATIONAL COMPANY Telephone 414-382-2000
Fax 414-382-4444
Telex 4311016
May 5, 1995
Effective immediately, Kenneth W. Krueger is appointed Trustee of the following
Allen-Bradley Plans:
* Allen-Bradley Employee Savings Plan for Salaried Employees
* Allen-Bradley Employee Savings Plan for Hourly Employees
* Allen-Bradley Employee Savings Plan for Represented Hourly Employees
Mr. Krueger replaces Gene R. Stevens, who retired December 31, 1994.
/s/ JODIE K. GLORE
------------------
Jodie K. Glore
Member, Asset Committee
/s/ KENNETH W. KRUEGER /s/ JULIE A. BECK
- ---------------------- -----------------
Kenneth W. Krueger Julie A. Beck
Member. Asset Committee Member, Asset Committee
cc: Roger Freitag
Helping our customers become globally competitive through control and
information technologies. (LOGO)
<PAGE> 1
EXHIBIT 4-d-3
-------------
SUCCESSION AGREEMENT
--------------------
The parties to this agreement are Allen-Bradley Company, Inc. a Wisconsin
corporation ("Employer"), Kenneth W. Kruger ("Prior Trustee"), and NBD Bank, a
State of Michigan banking corporation ("Successor Trustee"),
WHEREAS, the Employer and the Prior Trustee previously entered into a trust
agreement dated December 1, 1981 (the "Trust Agreement") pursuant to which the
Employer designated the Prior Trustee as trustee of the trust fund under the
Allen-Bradley Savings and Investment Plan for Salaried Employees and the
Allen-Bradley Savings and Investment Plan for Hourly Employees (together called
the "Plan"),
WHEREAS, the Employer has determined to remove the Prior Trustee as
trustee of a portion of the trust (such portion to be called the NBD Trust)
under the Plan and to appoint the Successor Trustee as trustee. The parties are
desirous of providing for such succession by the terms of this Agreement, to be
effective October 1, 1995 ("Succession Date"),
NOW, THEREFORE, the Employer, the Prior Trustee, and the Successor Trustee
agree as follows:
1. Succession of Trustee.
---------------------
As of the Succession Date, the Successor Trustee shall be deemed to have
succeeded the Prior Trustee as trustee of a certain portion of the Plan under
the Plan and the Prior Trustee shall thereafter function only as contemplated
by this Agreement and he may reasonably determine to be necessary or advisable
in order that the trustee succession may be accomplished in an orderly and
expeditious manner. To the extent applicable and necessary, the Successor
Trustee shall act in the manner consistent with the provisions of the Trust
Agreement, which is incorporated herein by reference.
<PAGE> 2
2. Transfer Assets.
----------------
The prior trustee held no assets which are subject to the terms of this
Agreement.
3. Transfer of Subsequent Receipts.
--------------------------------
The parties recognize that after the Succession Date, the Prior Trustee
may continue to receive for an indeterminate period, income or other proceeds
of the trust fund, or that portion which the Prior Trustee previously shall
have transferred to the Successor Trustee, and it is contemplated that the
Prior Trustee shall effect transfer of such additional receipts to the
Successor Trustee at such time or times, not exceeding 30 days after receipts,
as the Prior Trustee shall determine to be reasonable.
4. Reports of Prior Trustee.
-------------------------
Since the Prior Trustee held no assets that were subject to the terms of
this Agreement, the Prior Trustee shall not be required to provide any reports
to the Successor Trustee concerning its prior trust administration.
5. Responsibility of Successor Trustee.
------------------------------------
The Successor Trustee shall become responsible for the trust fund under
the Plan only when the same shall have been received by it, and shall not be
required or obliged to proceed against the Prior Trustee or any other person to
acquire assets of the plan or be under any duty to inquire into the
administration of the trust by the Prior Trustee. The Successor Trustee shall
not be responsible, and is hereby relieved and absolved from responsibility and
liability, for any act or omission of the Prior Trustee in his administration
of the trust fund prior to the Succession Date. The Successor Trustee shall
invest the principal and income of the NBD Trust without direction and without
distinction between principal and income of said NBD Trust, which has not been
segregated in an Investment Manager Account or accounts, in every kind of
property (real, personal or mixed, and every king of investment, specifically
including, but not by way of limitation, corporate obligations of every kind
and stocks preferred or common) which men of prudence, acting in a like
capacity and familiar with such matters would use
<PAGE> 3
in the conduct of an enterprise of a like character and with like aims, as
the Successor Trustee shall in its discretion determine, provided that the
Successor Trustee shall not invest such principal and income in any security
issued by Rockwell International Corporation. Notwithstanding any other
provision of this Agreement, up to 10% of the contributions made to the NBD
Trust may, to the extent permitted by the Employer, be invested by the
Successor Trustee in any special investment fund maintained by the Successor
Trustee designed to offer unusual possibilities for growth and capital
investment, and specifically within the contemplation hereof, and
notwithstanding any other provision of this instrument, the persons, natural or
legal, who control the investment of this Trust, may cause any part or all of
the assets of this Trust to be invested collectively with the money and other
assets of trusts created by others by causing such money and other assets to
be invested as part of a common, collective or commingled trust funds, as the
same may have heretofore been or may hereafter be established by the Successor
Trustee, which is qualified under the provisions of Section 401(a) and exempt
under the provisions of Section 501(a) of the Internal Revenue Code of 1986, as
the same may be amended. The money and other assets of this Trust so added to
any such common, collective or commingled trust fund maintained by the
Successor Trustee shall be subject to all of the provisions of the Declaration
of Trust, as the same may be amended, under which any such common, collective
or commingled trust fund shall be maintained, and for the period of any such
collective investment of assets of this Trust such declaration of Trust, as the
same may be amended, shall constitute a part of this instrument. The Successor
Trustee shall have the sole responsibility with respect to selecting, making
and retaining investments. The provisions of this paragraph 5 shall have the
same force and effects as though set forth in the Trust Agreement between the
Employer and the Prior Trustee.
6. Advice of Counsel; Indemnification.
----------------------------------
The Trustee may consult with counsel (who may be counsel for the Employer
or for the Trustee in its corporate capacity), and the trustee shall not be
deemed imprudent by reason of its talking or refraining from taking any action
in accordance with the opinion
<PAGE> 4
of counsel. The Employer agrees, to the extent permitted by law, to fully and
forever indemnify and hold the Trustee harmless from and against any claims,
damages, losses, costs and expenses, including reasonable attorneys fees, that
the Trustee may incur in the administration of the trust fund, unless arising
from the Trustee's own negligent or willful breach of the provisions of this
Agreement. Such indemnity shall survive the removal or resignation of the
Trustee and the termination of this Agreement. This Trustee shall not be
required to give any bond or any other security for the faithful performance of
its duties under this Agreement, except such as may be required by any law
which prohibits the waiver thereof.
7. Trustee Not a Party to the Plan; Conflicting Terms.
---------------------------------------------------
The Trustee is not a party to the Plan and shall not have any obligations
or liabilities thereunder. The terms of the Agreement shall prevail over any
conflicting provisions of any Plan.
8. Michigan Law.
-------------
The Agreement and the trust created with the Successor Trustee shall be
construed, regulated and administered under the laws of the State of Michigan,
and the Successor Trustee shall be liable to account only in the courts of
such State.
9. Further Instruments and Acts.
-----------------------------
The parties agree to execute and deliver any and all further instruments,
and to perform any and all further acts, which may be necessary to desirable
for the accomplishment of the purposes of this Agreement.
10. Acceptance of Trust.
--------------------
By execution of this Agreement, the Successor Trustee signifies its
acceptance, as Successor Trustee, of the terms and conditions of the trust and
of the Plan as it pertains to the trust, and the Employer designates the
Successor Trustee as Successor Trustee under the Plan.
<PAGE> 5
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the
respective parties on ________________, 1996.
ALLEN-BRADLEY COMPANY, INC.
- ---------------------------- By: ----------------------
Witness Kenneth W. Krueger
Vice President
PRIOR TRUSTEE
- --------------------------- ----------------------
Witness Kenneth W. Krueger
NBD BANK
SUCCESSOR TRUSTEE
- -------------------------- By: ----------------------
Witness
<PAGE> 1
Exhibit 4-e-1
-----
NEW YORK LIFE INSURANCE COMPANY
[LOGO]
----------- A Mutual Company Founded in 1845 -----------
51 MADISON AVENUE, NEW YORK, N. Y. 10010
Contractholder: TRUSTEES OF THE ALLEN-BRADLEY EMPLOYEES
SAVINGS PLAN & TRUST
Effective Date: November 30, 1990
Date of Issue: Jan. 17, 1991
Contract Number: GA-06021
NEW YORK LIFE WILL PAY the benefits provided by this
Contract, subject to its terms and conditions.
This Contract is made in consideration of the payment of
Contributions in accordance with its terms and conditions.
Contract Years will be determined from the Effective Date,
which is the first day of the first Contract Year. Each such
Contract Year is a period of 12 months.
Plan means the Allen-Bradley Employees Savings Plan & Trust
as amended to the Effective Date hereof. New York Life is
not a party to the Plan and its obligations are limited to
those set forth in this Contract.
The benefits, terms and conditions set forth on the
following pages are a part of this Contract.
IN WITNESS WHEREOF, New York Life has caused this Contract to
be executed as of its Date of Issue.
PARTICIPATING GROUP ANNUITY CONTRACT
FIXED DOLLAR ACCOUNT
ANNUITY BENEFITS PAYABLE IN
FIXED DOLLAR AMOUNTS
PRESIDENT
SECRETARY
GP-GIC-GEN.-OW-1 11/86
COUNTERSIGNATURE
<PAGE> 2
SECTION 1. CONTRACTUAL ACCOUNT
------------------------------
1.1 CONTRIBUTIONS. Contributions are amounts received by New
York Life at its Home Office in New York City, in immediately available
funds, over a period beginning on November 30, 1990 and ending on
November 30, 1991. No contributions will be accepted under this Contract
after November 30, 1991 except that the November, 1991 contributions may
be remitted until December 31, 1991.
Contributions under this Contract will consist of: (i) a lump
sum contribution of approximately $11,879,230.00 to be received on or
about November 30, 1990, which represents maturing GIC proceeds, (ii)
gross employee and employer contributions made under the provisions of
the Plan of approximately $346,154.00 per week, beginning in November,
1990 for a total of approximately $18,000,000.00 and (iii)
rollovers from other qualified plans.
1.2 FIXED DOLLAR ACCOUNT. Contributions when received will be
credited to the Fixed Dollar Account maintained under this
Contract. The amount in the Fixed Dollar Account at any time will be
equal to the sum of all amounts credited to that account, less the sum
of all amounts withdrawn from that account.
Amounts credited to the Fixed Dollar Account will be:
(i) contributions made pursuant to Section 1.1;
(ii) interest credited pursuant to Section 1.3; and
(iii) dividends, if any, credited pursuant to Section 4.4.
Amounts withdrawn from the Fixed Dollar Account will be:
(i) amounts withdrawn as expense charges pursuant to
Section 1.4;
(ii) amounts withdrawn pursuant to the provisions of
Sections 1.7, 1.8 or 2.1; and
(iii) amounts withdrawn in order to provide pension
benefits pursuant to Section 3.
1.3 INTEREST. As of the last day of each calendar month New York
Life will credit as interest to the Fixed Dollar Account an
amount determined by applying to the average balance in the Fixed
Dollar Account for such calendar month, interest at an effective annual
rate of 9.07%.
1.4 EXPENSE CHARGE. As of the last day of each calendar month,
New York Life will withdraw from the Fixed Dollar Account as an
administrative expense charge an amount determined by
GP-GIC-GEN.-OW-1 -1- 11/86
<PAGE> 3
applying to the average balance in the Fixed Dollar Account for
such calendar month expenses at an effective annual rate of 0.25%.
1.5 EFFECTIVE NET ANNUAL YIELD. The effective net annual yield
under this Contract will be 8.82% after recognition of the
expense charge pursuant to Section 1.4.
1.6 ACCUMULATION PERIOD. The Accumulation Period will begin on
the Effective Date and end on November 29, 1996.
1.7 ACCUMULATION AMOUNT. At the end of the Accumulation Period
New York Life will pay as the Accumulation Amount the then
balance in the Fixed Dollar Account, after interest has been credited
pursuant to Section 1.3 and amounts have been withdrawn pursuant to the
provisions of Sections 1.4, 1.8 or Section 3. Payment will be made in a
single sum in immediately available funds to the Contractholder or to
such other entity as the Contractholder may designate in writing.
1.8 PAYMENTS TO THE CONTRACTHOLDER. Provided that the Contract
has not yet been terminated the Contractholder, acting in
accordance with the provisions of the Plan, may direct New York Life by
written notice at any time prior to the end of the Accumulation Period
to pay an amount to the Contractholder, or to any other entity as
directed by the Contractholder in writing, from the Fixed Dollar
Account. Any such amount will be for the purpose of providing benefits
for Plan participants upon death, retirement, disability or termination
of employment occurring in the normal course of business. Active
participants may elect hardship withdrawals in accordance with the
provisions of the Plan. Terminations due to occurrences such as total
or partial plan termination, mergers, spin-offs, sales or closings of
all or part of the Plan Sponsor's operations, bankruptcy or
receivership will not be considered to be occurring in the normal
course of business. New York Life will withdraw from the Fixed Dollar
Account the amount to be paid to the Contractholder on the later of (a)
the date of receipt of written notice or (b) the date specified in such
notice, provided that
(i) the following order of withdrawals from the total
assets of the Plan held in Guaranteed Investment
Contracts has been adhered to by the Contractholder:
(a) first, from the Guaranteed Investment Contract
receiving current cash flow to the extent sufficient;
(b) second, from all other Guaranteed Investment
Contracts on a last-in, first-out basis.
GP-GIC-GEN.-OW-1 -2- 11/86
<PAGE> 4
(ii) the amount withdrawn from the Fixed Dollar Account on
account of such payment pursuant to this Section 1.8
will not exceed the balance in the Fixed Dollar Account
as of the date of withdrawal, reduced by any amount
necessary to recover charges applicable pursuant to
Section 1.4.
The Contractholder will furnish New York Life with such
information as New York Life may reasonably require in connection with
requests for withdrawals under this Section 1.8.
GP-GIC-GEN.-OW-1 -3- 11/86
<PAGE> 5
SECTION 2. CONTRACT TERMINATION PRIOR TO EXPIRATION OF
------------------------------------------------------
ACCUMULATION PERIOD
-------------------
2.1 TERMINATION. The Contractholder may terminate this Contract
as of any business day prior to the end of the Accumulation
Period which day will be the Termination Date, provided written notice
of termination is received by New York Life at its Home Office in New
York City at least 10 business days prior to the intended Termination
Date. In no event may the Termination Date be later than the end of the
Accumulation Period as specified in Section 1.6.
New York Life will credit interest to the Fixed Dollar Account
for the period from the first day of the calendar month in which
termination occurs to the Termination Date at the rate specified in
Section 1.3, and will withdraw an administrative expense charge as
specified in Section 1.4, proportionately for the same period. New York
Life will then withdraw the balance in the Fixed Dollar Account as of
the Termination Date after these adjustments have been made and any
other withdrawals made pursuant to the provisions of Section 1.8 or
Section 3 have been accounted for and will pay, in a single sum, and in
full discharge of its obligations under this Contract, to the
Contractholder or to such other entity as the Contractholder may
designate in writing, the sum of:
(i) the amount of interest credited to the Fixed Dollar
Account from the first day of the calendar month in which
termination occurs to the Termination Date reduced by the amount
withdrawn as the administrative expense charge from the Fixed
Dollar Account as of the Termination Date, plus
(ii) the transfer amount described below.
The transfer amount will be equal to the balance in the Fixed
Dollar Account as of the Termination Date before the adjustments for
interest and administrative expense charges described above,
accumulated from the Termination Date to the end of the Accumulation
Period at the rate of interest specified in Section 1.3, less the rate
of expense charges specified in Section 1.4, and discounted from the
end of the Accumulation Period to the Termination Date at a rate equal
to the greater of (a) and (b), where
(a) is the rate of interest specified in Section 1.3, and
(b) is the yield quoted or estimated by Salomon Brothers BOND
MARKET ROUNDUP for New Issues - Industrials (long term) rated
BBB as of the Friday preceding the Termination Date, or if such
yield is not quoted by Salomon Brothers, such other recognized
independent public source of interest rates as New York Life may
reasonably select.
GP-GIC-GEN.-OW-1 -4- 11/86
<PAGE> 6
2.2 PAYMENT UPON TERMINATION. After application of the terms and
provisions of Section 2.1, all funds will be transferred to the
Contractholder or to such other entity as the Contractholder may
designate in writing in a single sum. Payment will be made in
immediately available funds on the Termination Date. However, New York
Life reserves the right to defer payment for up to 60 days in which
event the single sum amount will be credited with interest at the rate
specified in Section 1.3 less the expense charges specified in Section
1.4 from the Termination Date to the date of actual payment.
2.3 BUSINESS DAY. Business Day means a day on which New York
Life is open for business.
GP-GIC-GEN.-OW-1 -5- 11/86
<PAGE> 7
SECTION 3. PENSION BENEFITS
---------------------------
3.1 GENERAL. Payments to the Contractholder pursuant to Sections
1.7, 1.8 and 2.2 may, at the election of the Contractholder be
applied to provide guaranteed pension benefits pursuant to the Plan by
directing New York Life, in writing, to withdraw from the Fixed Dollar
Account the amounts necessary to provide such pension benefits through
the purchase of immediate annuities, subject to the provisions of this
Section. The rates for the purchase of annuities will be the rates then
in effect, as determined by New York Life from time to time, for
contracts in the class of contracts to which this Contract belongs. In
no event, however, will any annuity purchase rate be greater than the
appropriate rate in the attached Table of Annuity Purchase Rates. No
annuity, however, will be provided if the total amount required to
purchase such annuity would be less than any minimum amount determined
by any applicable law or regulation, in which event the total amount
otherwise required for purchase will be paid in cash to the individual.
3.2 REQUIRED INFORMATION. For each person for whom an immediate
annuity is to be purchased, the Contractholder will specify in
writing to New York Life at its Home Office in New York City the amount
and form of pension benefit, the date payment is to begin, proof of age
and such other information as New York Life may require.
3.3 FORM AND AMOUNT OF BENEFIT PAYMENT. New York Life will
provide a pension benefit in the form of a life annuity that
provides monthly payments ending with the last payment due on or before
the person's death or in any other form of benefit as specified
pursuant to Section 3.2 and which is agreeable to New York Life. The
amount of any annuity benefit may not be less than $25.00 per month.
3.4 CERTIFICATES. New York Life will issue to the Contractholder
for delivery to each person for whom an annuity has been
purchased an individual retirement certificate setting forth
the amount and terms of payment of such benefit.
3.5 MISSTATEMENTS. If any facts on which the purchase of an
annuity was based have been misstated, the amount withdrawn
from the Fixed Dollar Account pursuant to Section 3.1, or the amount of
such benefit payments, or both, will be adjusted. Overpayments by New
York Life will be charged against and underpayments will be added to
any such benefit payments payable thereafter.
3.6 LIABILITY OF NEW YORK LIFE. New York Life makes no
representation and assumes no liability as to the sufficiency
of Contributions or of the Fixed Dollar Account for the benefits to be
provided under the Plan. The liability of New York Life is for the
payment of benefits as directed by the Contractholder and on the basis
of the correct withdrawal from the Fixed Dollar Account in accordance
with the terms of this Contract.
GP-GIC-GEN.-OW-1 -6- 11/86
<PAGE> 8
SECTION 4. GENERAL PROVISIONS
-----------------------------
4.1 CONTRACT. This Contract and the application for it, a copy
of which is attached, constitute the entire Contract. No
modification of this Contract, other than one resulting from the
exercise of a right expressly reserved to New York Life will be valid
unless evidenced by an amendment to the Contract signed by the
Contractholder and by an Executive Officer of New York Life.
4.2 GRACE PERIOD. All Contributions due under the terms and
conditions of this Contract are payable to New York Life at its
Home Office in New York City in immediately available funds on or
before the dates when they are due. If any Contribution is not paid
when due, New York Life will grant a qrace period of 31 days.
4.3 ASSIGNABILITY. The Contractholder may assign this Contract,
in whole or in part, provided the assignee holds the Contract
or any interest therein as an asset of a pension, profit-sharing or
other retirement plan maintained by a corporate employer which meets
the qualification requirements of Section 401(a) of the Internal
Revenue Code, as amended, or to any other assigns provided that, in the
opinion of New York Life's legal advisor, this Contract retains its
exempt status under the Securities Act of 1933, or any other federal or
state securities laws. Any other attempted assignment of this Contract
or any interest therein will be null and void, and will not be binding
on New York Life.
A copy of any assignment of this Contract, or of any interest
therein, must be filed with New York Life. Any such assignment will be
subject to any payment made or other action taken by New York Life
before the assignment is received and acknowledged as accepted by New
York Life. New York Life assumes no responsibility for the validity of
an assignment.
No other person entitled to a benefit under this Contract will
have the right to assign, transfer, hypothecate, encumber, commute or
anticipate his interest in such benefit and, to the extent permitted by
law, no benefit will be liable to seizure or application by operation
of law to pay any debt or liability incurred by him.
4.4 DIVIDENDS. As of the last day of each contract Year, the
divisible surplus, if any, ascertained and apportioned to this
Contract as a dividend will be paid to the Contractholder or to such
other entity as the Contractholder may designate in writing.
4.5 CONSTRUCTION. In the event of any inconsistency between the
provisions of this Contract and the provisions of the Plan,
the provisions of this Contract will control.
GP-GIC-GEN.-OW-1 -7- 11/86
<PAGE> 9
4.6 PLAN QUALIFICATION. This Contract is issued to the
Contractholder with the understanding that the Plan is
qualified under Section 401(a) of the Internal Revenue Code, as
amended. Any written direction by the Contractholder to New York Life
to make payment to another entity will also specify that such payment
will not impair the Plan's status as a Qualified Plan under Section
401(a) of the Internal Revenue Code, as amended.
GP-GIC-GEN.-OW-1 -8- 11/86
<PAGE> 10
TABLE OF LIFE ANNUITY PURCHASE RATES
THE FOLLOWING PURCHASE RATES REPRESENT THE AMOUNT REQUIRED ON A
NON-PARTICIPATING BASIS TO PURCHASE AN IMMEDIATE LIFE ANNUITY OF $1.00 A MONTH
BEGINNING ON THE DATE OF PURCHASE.
<TABLE>
<CAPTION>
PURCHASES MADE
PRIOR TO THE FIFTH
AGE CONTRACT ANNIVERSARY
--- --------------------
<S> <C>
50 $ 222.50
51 219.02
52 215.46
53 211.81
54 208.08
55 204.26
56 200.34
57 196.33
58 192.22
59 188.00
60 183.67
61 179.23
62 174.69
63 170.05
64 165.32
65 160.51
66 155.65
67 150.75
68 145.83
69 140.92
70 136.03
</TABLE>
NEW YORK LIFE MAY CHANGE THE PURCHASE RATES IN THIS TABLE FOR PURCHASES MADE ON
OR AFTER THE FIFTH CONTRACT ANNIVERSARY, BUT NOT MORE OFTEN THAN ONCE EVERY
FIVE YEARS
AGE FOR THE PURPOSE OF THIS TABLE IS AGE NEAREST BIRTHDAY AT ANNUITY PURCHASE
DATE.
NEW YORK LIFE WILL CALCULATE ANNUITY PURCHASE RATES FOR OTHER AGES AND ANNUITY
FORMS ON THE SAME ACTUARIAL BASIS, AND WILL FURNISH SUCH RATES ON REQUEST.
THE RATES IN THIS TABLE ARE EXCLUSIVE OF ANY STATE OR LOCAL PREMIUM TAX AND
WILL BE INCREASED TO RECOGNIZE APPROPRIATELY ANY SUCH TAX PAID OR PAYABLE BY
NEW YORK LIFE WITH RESPECT TO ANNUITY BENEFITS PURCHASED HEREUNDER.
RATE TABLE CODE: 139100
GP-GIC-GEN.-OW-1 -9- 11/86
<PAGE> 11
[LOGO]
APPLICATION
TRUSTEES OF THE ALLEN-BRADLEY EMPLOYEES SAVINGS PLAN & TRUST as
Contractholder
whose Main Office Address is 1201 South Second Street
Milwaukee, WI 53204
hereby makes application to New York Life Insurance Company, 51
Madison Avenue, New York, NY 10010, for Group Annuity Contract No.
GA-06021, the terms of which are hereby approved and accepted by
the Contractholder to take effect on the Effective Date specified
in the Contract.
It is agreed that this application supersedes any Statement of
Understanding or application for this Contract previously signed by
the Contractholder.
Executed at Milwaukee, Wisconsin Contractholder
--------------------------
on February 11, 1991 By /s/ GENE R. STEVENS, Trustee
----------------------------------- ----------------------------
(Signature and Title)
Agent:
--------------------------------------------------------------------
Countersignature:
---------------------------------------------------------
(Resident Licensed Agent where required)
This copy is part of the entire contract and a duplicate original of this
Application is to be returned to New York Life.
GP-App(Rev.) 11/86
<PAGE> 1
Exhibit 4-e-2
-----
[LOGO]
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue-New York, New York 10010-3690
Contractholder
Trustees of Allen-Bradley Employee
Savings Plan Trust
Group Annuity Contract No. Issue Date
13380 November 18, 1992
In Consideration of the Contractholder's payments under this Contract,
METROPOLITAN LIFE INSURANCE COMPANY
("MetLife")
Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.
Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.
<TABLE>
<S> <C> <C>
Trustees of Allen-Bradley Metropolitan Life Insurance Company
Employee Savings Plan Trust
- ------------------------------------ /s/ ROBERT G. SCHWARTZ /s/ NICHOLAS D. LATRENTA
/s/ GENE R. STEVENS Robert G. Schwartz Nicholas D. Latrenta
- ------------------------------------ Chairman of the Board, President Vice-President and Secretary
Signature and Chief Executive Officer
Trustee
- ------------------------------------
Title
[Illegible] /s/ T. A. Burger
- ------------------------------------ --------------------------------------
Witness Registrar
3/17/93 March 25, 1993
- ------------------------------------ --------------------------------------
Date Date
Milwaukee, WI New York, N.Y.
- ------------------------------------ --------------------------------------
City and State City and State
</TABLE>
ALTHOUGH THIS IS A PARTICIPATING CONTRACT, METLIFE DOES NOT ANTICIPATE THAT THIS
CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION 6.1.
Defined Contribution Plan Accumulation Contract
Nonparticipating Annuities
Form G.2440K
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
Section Page
<S> <C>
1. INTRODUCTION ................................................2
2. RELATION BETWEEN PLAN AND CONTRACT
2.1 General Understanding ...................................3
2.2 Changes in Plan's Terms and Operation; Competing Plan ...3
3. PAYMENTS TO METlIFE
3.1 Payments for Addition to the Plan Reserve Account .......8
3.2 Interest Rates ..........................................8
3.3 Payment of Expenses .....................................8
3.4 Grace Period ............................................9
4. PAYMENTS BY METlIFE
4.1 Reports of Plan Benefits and Transfers .................10
4.2 Withdrawals from Plan Reserve Account ..................10
4.3 Application of the Plan Reserve Account Withdrawals ....11
5. ANNUITIES
5.1 Annuity Purchases ......................................12
5.2 Stipulated Payments ....................................12
5.3 Certificates ...........................................12
5.4 Misstatements ..........................................13
6. GENERAL PROVISIONS
6.1 Participation; Dividends ...............................14
6.2 Entire Contract ........................................14
6.3 Assignment or Alienation ...............................14
6.4 Liability for Payments .................................15
6.5 Communications; Payments ...............................15
6.6 Information to be Furnished ............................15
6.7 Termination of Contract ................................15
7. STIPULATED PAYMENTS ........................................16
</TABLE>
<PAGE> 3
Section 1. Introduction
1.1 "Plan" means the Qualified Plans participating in Allen-Bradley
Employee Savings Plan Trust that cover the salaried, hourly and
represented hourly employees of the Allen-Bradley Company. The
Contractholder has given MetLife a copy of the Plan as in effect on the
Issue Date. The Plan is mentioned for reference purposes only. MetLife
is not a party to the Plan.
1.2 "Plan Reserve Account" means the account MetLife will establish under
this Contract and to which it will add Contractholder payments of Plan
contributions.
1.3 "Qualified Plan" means a plan that meets the requirements for
qualification under Section 401 of the United States Internal Revenue
Code or that is a governmental plan, as defined in Section 414 (d) of
such Code, established by an employer for the exclusive benefit of its
employees or their beneficiaries and under which it is impossible
before the satisfaction of all liabilities with respect to such
employees and their beneficiaries for any part of the corpus or income
to be diverted to purposes other than for their exclusive benefit. The
Contractholder represents that the Plan is a Qualified Plan as of the
Issue Date.
Form G.2440K 2
<PAGE> 4
Section 2. Relation Between Plan and Contract
2.1 General Understanding
The Plan permits contributions made thereunder to be paid to an
insurance company under a contract of this type. However, the existence
of this Contract between the Contractholder and MetLife does not cause
MetLife to be a fiduciary of the Plan.
The Contractholder and MetLife agree as follows:
(1) As of the Issue Date of this Contract the Plan has certain
provisions and/or related administrative practices applicable
to contributions by and on behalf of participants, and payments to
participants or their beneficiaries because of retirement,
termination of employment, disability, death or in-service
withdrawals. References in this Contract to the Plan's provisions
mean, unless MetLife agrees otherwise, such provisions and/or
administrative practices as in effect on the Issue Date.
As used in this Contract, "termination of employment" does not
include either (i) transfer or other change of employment from an
employer to a parent, subsidiary or any company under common
ownership or control with the employer, or (ii) any change of
employers as the result of the spin-off, sale or merger of any unit
of the employer or Plan sponsor.
(2) Participants will exercise their own independently determined
judgments, without influence or direction by the
Contractholder, employer or Plan sponsor, in regard to their
actions under the Plan. Upon request by MetLife, the Contractholder
will furnish it with copies of communications to participants
concerning the Plan.
2.2 Changes in Plan's Terms and Operation; Competing Plan
The Contractholder agrees to furnish MetLife promptly with a
copy of each amendment to the Plan that takes effect after the Issue
Date and to notify MetLife promptly if the Plan is determined not to be
a Qualified Plan.
If the Plan is amended so that its terms no longer conform to
those set out in Section 2.1, or if in practice the Plan is
administered in a manner that has the substantive effect of changing
the Plan's terms or administration from that set out in Section 2.1, or
if any of the agreements expressed in Section 2.1 or this Section 2.2
is breached, or if the Contractholder has not made any payment
specified in Section 3.1 by the end of the Grace Period
Form G.2440K 3
<PAGE> 5
Section 2.2--Continued
or any report specified in Section 4, or if the Plan is
determined not to be a Qualified Plan, MetLife will have the right as
of the effective date of such Plan amendment, administrative change or
breach of agreement, or as of the end of the Grace Period in which the
Contractholder did not make the required payment, or as of the date the
Contractholder did not make the required report or MetLife learns that
the Plan is no longer a Qualified Plan, to do any or all of the
following:
(a) If the Plan is amended so that its terms no longer conform to those
set out in Section 2.1, or if in practice the Plan is
administered in a manner that has the substantive effect of
changing the Plan's terms or administration from that set out in
Section 2.1, and MetLife determines that such amendment or
administrative change would adversely affect MetLife's financial
experience under this Contract, the following provisions will
apply:
(i) If MetLife determines that such amendment or change would
increase the amount of payments MetLife would have to
make under this Contract or change the interval between such
payments, MetLife will make only the payments that MetLife
determines would have been made if the amendment or change
had not been made.
(ii) If MetLife determines that such amendment or change would
decrease the amount of payments MetLife would have to
make under this Contract or change the interval between such
payments, MetLife will determine the additional amounts that
it will withdraw from the Plan Reserve Account and pay to the
Contractholder so that the aggregate of all payments made by
MetLife under this Contract would be the same as the payments
that would have been made under this Contract had the
amendment or change not been made.
(iii) If such amendment or change occurs before December 1, 1993 and
MetLife determines that such amendment or change would
increase the amount of payments to be paid to MetLife under
this Contract or change the interval between such payments,
MetLife will not accept under this Contract any payment that
in MetLife's determination is attributable to the amendment
or change nor will the Contractholder be obligated to pay to
MetLife under Section 3.1 the amounts MetLife determines are
attributable to such amendment or change.
Form G.2440K 4
<PAGE> 6
Section 2.2--Continued
(iv) If such amendment or change occurs before December 1, 1993
and MetLife determines that such amendment or change
would decrease the amounts paid to MetLife under this
Contract or change the interval between such payments,
MetLife will reduce the rate of interest it will thereafter
credit on amounts in the Plan Reserve Account to the extent
necessary to compensate MetLife for the loss or losses
MetLife determines in connection with such decreased amount
of payments. In no event will any such reduction cause the
rate of return under Section 3.2 to be less than a rate,
compounded daily, equivalent to an effective annual rate of
4.88%.
(b) If the Contractholder has not made any payment specified in Section
3.1 by the end of the Grace Period or any report specified in
Section 4, or if the Plan is determined not to be a Qualified Plan,
or if any of the agreements expressed in Section 2.1 or this
Section 2.2 is breached, and MetLife determines that such event
would adversely affect MetLife's financial experience under this
Contract, MetLife will have the right to charge the Contractholder
and, to the extent not paid by the Contractholder, to withdraw from
the Plan Reserve Account, the amount necessary to compensate
MetLife for the loss or losses MetLife in its sole discretion
determines in connection with an event described in this item (b).
If MetLife exercises its rights under the foregoing items (a)
and (b) and within 90 days thereof the Contractholder and MetLife agree
upon an alternative arrangement, then MetLife will rescind its action
or actions under said items upon such agreement. No action by MetLife
under said items (a) and (b) will exceed that necessary to avoid an
impairment of MetLife's financial experience under this Contract. In
any event MetLife will provide the Contractholder with sufficient
information to substantiate MetLife's action.
If the Contractholder, employer or Plan sponsor establishes
another pension or profit sharing plan or program to which participants
contribute, or any plan or program to which participants contribute and
which contains a savings element, or amends an existing plan or program
so that it falls within the foregoing description, and if such plan or
program is available to participants eligible for the Plan, or if the
employer agrees to make payroll deductions for another plan or program
(whether or not established by the employer) as described in this
paragraph on account of participants eligible for the Plan, then
MetLife will have the right to deem such action to be a change in the
Plan's terms as contemplated by the second paragraph of this
Form G.2440K 5
<PAGE> 7
Section 2.2--Continued
Section 2.2 and so permit MetLife to exercise its rights under
item (a) of said second paragraph.
If a spin-off, sale or merger of any unit of the employer or
Plan sponsor occurs, and if with respect to Plan participants employed
by that unit
(i) such Plan participants become participants under a defined
contribution plan adopted by the successor employer (the
"Successor Plan"),
(ii) the Successor Plan provisions conform to those represented to
MetLife for the Plan pursuant to Section 2.1 of this Contract,
and
(iii) the successor employer applies to MetLife for a guaranteed
interest contract issued in connection with the Successor Plan
(the "Clone Contract") to receive, at issue, designated amounts
which had been added to the Plan Reserve Account under this
Contract,
then MetLife will, upon mutual agreement with the successor
employer, do the following:
(a) Issue the Clone Contract to the new contractholder in accordance
with MetLife's underwriting guidelines for contracts in the
class to which this Contract belongs.
(b) Amend this Contract to effect the withdrawal and transfer to the
Clone Contract of the portion of the Plan Reserve Account
attributable to Plan participants employed by the successor
employer.
(c) Assess a one-time expense charge in connection with the issuance of
the Clone Contract and the corresponding amendment of this Contract.
However, if MetLife and the successor employer do not reach a
mutual agreement for the issuance of a Clone Contract, then MetLife
will apply the provisions of the next following paragraph separately to
each business-related event that would otherwise have resulted in the
issuance of a Clone Contract.
If a Plan or business-related event causes a group of
participants eligible on the Issue Date to be thereafter excluded from
eligibility, and if as a result of such exclusion withdrawals are to be
made on account of such participants, the Contractholder will (i)
promptly advise MetLife of any such event and (ii) as soon as
practicable thereafter request MetLife to withdraw from the Plan
Reserve Account this Contract's share (see Section 4.1) of the amounts
Form G.2440K 6
<PAGE> 8
Section 2.2--Continued
needed to accommodate such event. The Contractholder will
identify to MetLife amounts to be withdrawn for each such event.
MetLife will determine the ratio of the amount of each such withdrawal
to the amount in the Plan Reserve Account as of the date prior to the
day such withdrawal is to be paid. So long as the sum of all such
ratios attributable to all such events, determined since the Issue
Date, expressed as a percentage, does not exceed 5%, MetLife will make
application of such withdrawals in accordance with item (a) or (b) of
Section 4.3. If an event would cause the sum of these percentages to
exceed 5%, then MetLife will deem such event to be a change in the
Plan's terms as contemplated by the second paragraph of this Section
2.2 and so permit MetLife to exercise its rights under subitems (i) and
(iv) of said second paragraph. This paragraph does not apply to events,
such as layoffs and plant closings, that result in bona fide
termination of employment for participants.
If the Plan is extended to a group of participants not eligible
on the Issue Date, MetLife will not accept under this Contract any
payment on account of such group of participants, nor will the
Contractholder be obligated to pay to MetLife under Section 3.1 any
payment on account of such group of participants unless otherwise
agreed upon by the Contractholder and MetLife.
Form G.2440K 7
<PAGE> 9
Section 3. Payments to MetLife
3.1 Payments for Addition to the Plan Reserve Account
The Contractholder will pay to MetLife under this Contract the
following:
(a) An aggregate amount of approximately $38,000,000.00 on
December 1, 1992.
(b) One hundred percent of the Gross Contributions to the Plan made
during each week after November 30, 1992 and before December 1,
1993. Such Contributions will be paid to MetLife promptly after the
date any such Contribution is made.
MetLife will add each such payment to the Plan Reserve Account as of the
date of MetLife's receipt of the payment.
As used in this Contract, the term Gross Contributions means for any
week the amounts contributed to the Plan, pursuant to the Plan
provisions referred to in Section 2.1, during that week.
3.2 Interest Rates
MetLife will credit interest on amounts while in the Plan
Reserve Account. Interest will be credited from the date of addition up
to, but not including, the date of withdrawal from the Plan Reserve
Account.
Any rate of interest specified in this Section 3.2 is subject
to reduction as provided in Section 2.2.
Such interest will be credited at a rate, compounded daily,
equivalent to an effective annual rate of 6.88% which will be the rate
of return under this Contract on amounts while in the Plan Reserve
Account.
3.3 Payment of Expenses
The administrative expenses allocated to this Contract will be as
follows:
MetLife will determine the administrative expense charges
allocated to this Contract if MetLife performs administrative services
under this Contract at the Contractholder's request that are not taken
into account by MetLife under this Contract. MetLife will notify the
Contractholder after the completion of such services of the amount of
the expense charges due.
Form G.2440K 8
<PAGE> 10
Section 3.3--Continued
The Contractholder will, upon receipt of notice of the amount
of such expense charges, pay MetLife such amount. MetLife will not add
any such payment to the Plan Reserve Account. To the extent the
Contractholder does not pay all or any portion of such amount within
the Grace Period, MetLife will have the right to withdraw the unpaid
amount from the Plan Reserve Account.
3.4 Grace Period
The Contractholder will have a Grace Period of 31 days within
which to pay MetLife any amount, except the first amount, payable under
this Contract.
Form G.2440K 9
<PAGE> 11
Section 4. Payments by MetLife
4.1 Reports of Plan Benefits and Transfers
The Contractholder will promptly report to MetLife under this Contract
the following:
(a) Before December 1, 1993, the amount of each Gross Withdrawal from
the Plan made during each calendar quarter after November 30, 1992
and before December 1,1993.
(b) After November 30, 1992 and provided all amounts in the Plan
attributable to amounts contributed to the Plan after November 30,
1993 have been exhausted, the amount of each Gross Withdrawal from
the Plan made during each calendar quarter after November 30, 1993.
In such report, the Contractholder will also specify the application of
any such amount under Section 4.3.
As used in this Contract, the term Gross Withdrawal means for
any calendar quarter the amounts withdrawn from the Plan, pursuant to
the Plan provisions referred to in Section 2.1, during that month.
Fixed Income Fund, pursuant to such provisions, during that calendar
quarter.
For purposes of item (b) of this Section 4.1, any amounts
attributable to the Plan paid to another guaranteed interest contract
issued in connection with, or other funding vehicle purchased for, the
Plan after November 30, 1993 will be deemed amounts contributed to the
Plan after November 30, 1993. In addition, such funding vehicle will
not be considered exhausted because of the bankruptcy, insolvency or
other failure to act of the bank, insurance company or other entity
providing it.
4.2 Withdrawals from Plan Reserve Account
MetLife will withdraw from the Plan Reserve Account each amount the
Contractholder reports under Section 4.1.
MetLife will make each withdrawal from the Plan Reserve Account
under this Section 4.2 as of the date the Contractholder specifies in
its report under Section 4.1, except that MetLife will not make any
withdrawal as of a date before the date MetLife receives the
Contractholder's report.
Form G.2440K 10
<PAGE> 12
Section 4.2--Continued
In addition to any withdrawal on account of a report under
Section 4.1, MetLife will withdraw the entire amount remaining in the
Plan Reserve Account on November 30, 1997.
If the date any withdrawal would otherwise be made is a day on
which MetLife, MetLife's bank or the payee is not open for business,
such withdrawal will be made on the next following date on which all
such parties are open for business.
In no event will any withdrawal from the Plan Reserve Account exceed
the total amount in the Plan Reserve Account.
4.3 Application of the Plan Reserve Account Withdrawals
MetLife will apply each amount withdrawn from the Plan Reserve
Account under Section 4.2 in one of, or a combination of, the following
ways, as the Contractholder specifies:
(a) To buy immediate annuities under this Contract on account of
persons entitled to Plan benefits.
(b) To provide a payment to the Contractholder or, upon agreement
between the Contractholder and MetLife, to a payee the
Contractholder names.
If the amount withdrawn from the Plan Reserve Account under
Section 4.2 exhausts the Plan Reserve Account and if there are then any
charges under Section 3.3 not previously paid by the Contractholder,
then notwithstanding the first paragraph of this Section 4.3, MetLife
will deduct such charges from the amount withdrawn from the Plan
Reserve Account before making any application under the foregoing item
(a) or (b).
Form G.2440K 11
<PAGE> 13
Section 5. Annuities
5.1 Annuity Purchases
At the Contractholder's option, all or part of any amount
payable under Section 4 may be used to buy annuities under this
Contract for persons entitled to Plan benefits.
The Contractholder will report the following information to
MetLife for each person on whose account an annuity is to be bought
under this Contract.
(a) The date as of which payment of the annuity is to commence. Such
date will be the Annuity Commencement Date. The Annuity
Commencement Date may not be more than 60 days after the date of
the Contractholder's report. If MetLife receives the report less
than 30 days before the date reported as the Annuity Commencement
Date, MetLife will have the right to make the Annuity Commencement
Date the first day of the month next following the date reported by
the Contractholder.
(b) The amount to be applied as a Stipulated Payment to buy the annuity.
(c) The form of annuity to be bought.
(d) The name, sex, date of birth and any other relevant data for each
annuitant.
5.2 Stipulated Payments
Stipulated Payments are the amounts required to buy annuities
under this Contract. As of the Issue Date, the Stipulated Payments to
buy annuities are those set forth in Section 7. MetLife may change such
Stipulated Payments on the first anniversary of the Issue Date and at
any time thereafter. No such change will be made within one year of any
previous change. MetLife will give the Contractholder at least 90 days
notice of any change in Stipulated Payments.
5.3 Certificates
MetLife will issue to the Contractholder, for delivery to each
annuitant, a certificate outlining the benefits payable under the
annuity.
Any certificate or certificate rider issued under this Contract
that contains MetLife's name in the space provided for execution
thereof will be
Form G.2440K 12
<PAGE> 14
Section 5.3--Continued
considered as certified by MetLife as fully as if the signature
of one of its officers appeared in such space.
5.4 Misstatements*
If the age or sex or any other relevant fact relating to any
annuitant is found to be misstated, MetLife will not pay a greater
amount of annuity than that provided by the actual Stipulated Payment
and the correct information. Any overpayment or underpayment of an
annuity will, together with interest, be deducted from or added to,
respectively, future annuity payments. The interest rate will be that
used to determine the Stipulated Payment.
*SEE ENDORSEMENT FORM G.7812-28
Form G.2440K 13
<PAGE> 15
Section 6. General Provisions
6.1 Participation; Dividends
This Contract is a participating contract except that the
financial experience of annuities bought under this Contract will not
be considered in determining this Contract's financial experience.
MetLife will determine annually any dividend to which this Contract may
be entitled. However, in view of the manner in which MetLife determines
the rates of interest credited under this Contract on amounts in the
Plan Reserve Account, MetLife does not anticipate that this Contract
will be entitled to any dividend. Any dividend will be paid to the
payee the Contractholder names.
6.2 Entire Contract
This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of MetLife, may make or change any contract or make
any binding promises about any contract on behalf of MetLife. Any
amendment, modification or waiver of any provision of this Contract
will be in writing and may be made effective on behalf of MetLife only
by an authorized officer of MetLife.
It is intended that this Contract's provisions will be fairly
construed and applied in accordance with its terms, and will not be
strictly construed against either the Contractholder or MetLife.
6.3 Assignment or Alienation
No amounts payable under this Contract may be assigned or
encumbered and, to the extent permitted by law, no amount payable under
this Contract will be subject to legal process or attachment for
payment of any claim against any payee. This Contract may not be
assigned to any person except the Plan sponsor or a trustee of the
Plan; however, if the Plan is consolidated or merged with another plan
or if the assets and liabilities of the Plan are transferred to another
plan, this Contract may be assigned to the plan sponsor or trustee of
such other plan.
Form G.2440K 14
<PAGE> 16
6.4 Liability for Payments
MetLife has no obligation to inquire as to the authority of any
payee to receive any payments made under this Contract or to inquire
into or see to the payee's application of any amounts so paid.
6.5 Communications; Payments
All communications between the Contractholder and MetLife
provided for in this Contract will be in writing. For this purpose
MetLife's address is its Home Office at One Madison Avenue, New York,
New York 10010-3690. The Contractholder will state its address to
MetLife. All payments to MetLife under this Contract are payable at its
Home Office. Any communication or payment may be made for the
Contractholder by a party or parties the Contractholder names to act on
its behalf.
MetLife will report to the Contractholder the amount in the Plan
Reserve Account. Such reports will be made monthly.
6.6 Information to be Furnished
The Contractholder will furnish all information and documents
that MetLife may reasonably require to determine its rights and duties
under this Contract and to otherwise administer this Contract in
accordance with its terms.
6.7 Termination of Contract
This Contract will cease upon MetLife's and the
Contractholder's fulfillment of all their duties and obligations
hereunder.
Form G.2440K 15
<PAGE> 17
Section 7. Stipulated Payments
The Stipulated Payment for an annuity is the amount from the
appropriate schedule below for each $1 of monthly annuity payment, plus
$300 and plus any applicable tax.
(A) LIFE ANNUITY -- Payable on the first day of each month from the
date of purchase to the first day of the month in which the
annuitant dies.
<TABLE>
<CAPTION>
Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
----------- ---------------------
<S> <C>
55 $212.44
60 188.22
65 162.33
</TABLE>
Edition B
(Unisex)
(B) JOINT AND SURVIVOR ANNUITY -- Payable on the first day of each
month from the date of purchase to the first day of the month
in which the second of the annuitants dies.
<TABLE>
<CAPTION>
Annuitants' Exact Ages
-------------------------
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------------
<S> <C> <C>
55 60 $239.73
60 65 216.25
65 65 201.68
</TABLE>
Edition B
(Unisex)
On request MetLife will furnish values for ages and forms of
annuity not shown. Also, if at the time an annuity is bought MetLife
makes it available on more favorable values under contracts in the
class to which this Contract belongs, then such more favorable values
will be applicable.
Form G.2440K 16
<PAGE> 18
[LOGO]
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue New York, New York 10010-3690
Group Annuity Contract No. 13380 issued to
Trustees of Allen-Bradley Employee Savings Plan Trust
is hereby endorsed as follows effective November 18, 1992:
Notwithstanding any provision of the Contract to the
contrary, MetLife will make no adjustment in an annuity on
account of a misstatement of sex.
This endorsement is attached to and made part of the Contract.
Metropolitan Life Insurance Company
/s/ NICHOLAS D. LATRENTA /s/ T. A. BURGER
-------------------------------
Nicholas D. Latrenta Registrar
Vice President and Secretary
March 25, 1993
-------------------------------
Date
New York, N.Y.
-------------------------------
City and State
Form G.7812-28
<PAGE> 1
EXHIBIT 4-e-3
THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA
[THE PRUDENTIAL LOGO]
Contract-Holder:
TRUSTEE OF THE ALLEN-BRADLEY EMPLOYEE SAVINGS
PLAN TRUST
in connection with the
Allen-Bradley Employee Savings Plan for Salaried Employees,
Allen-Bradley Employee Savings Plan for Hourly Employees and
Allen-Bradley Employee Savings Plan for IAM Union Employees
(in this Contract, all plans are the "Plan".)
- --------------------------------------------------------------------------------
Jurisdiction: Group Pension Annuity Contract No.:
Wisconsin GA-7157
- --------------------------------------------------------------------------------
Pages Attached: Effective Date of Contract:
1, 2, 3, 4, 5, 6, 7, 8, 9 December 1, 1991
Specification Sheet
- --------------------------------------------------------------------------------
This Contract sets forth the terms and conditions that apply to the amounts
received under it. It provides for crediting interest and repaying the amounts,
including credited interest, and an option to purchase annuities.
TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY
EMPLOYEE SAVINGS PLAN TRUST OF AMERICA
1201 South Second Street c/o The Prudential Asset Management
Milwaukee, Wisconsin 53204 Company, Inc.
71 Hanover Road
Florham Park, New Jersey 07932
By: President
-------------------------------
Title:
Date: Secretary
-----------------------------
Attest:
-----------------------------
Date:
-------------------------------
[Signature lines stamped SPECIMEN]
GPA-200-90 19080
<PAGE> 2
ARTICLE I. ACCOUNT AND SUB-ACCOUNTS; ADDITIONS; INTEREST CREDITED; EXPENSE
CHARGES:
1.1 Account and Sub-Accounts; Additions; Interest Credited:
Prudential will maintain an Account to record the total amounts held under
this Contract. Prudential will maintain a Sub-Account to record
separately the amount held under this Contract in accordance with each
Sub-Account Specification Sheet which is agreed to by Prudential and the
Contract-Holder and made a part of this Contract.
The Contract-Holder will promptly remit to Prudential for addition to a
Sub-Account the amounts as set forth in the Specification Sheet for that
Sub-Account. Other amounts may be added to a Sub-Account with
Prudential's consent. Each amount will be added to a Sub-Account on the
day Prudential receives it.
No amounts which arise as the result of the following may be added to the
Account:
- a change in the Plan,
- a change in the investment mix of an investment choice under the Plan,
- or the addition of a subsidiary or a group of employees during any time
period in which amounts are being remitted to a Sub-Account, as
specified in a Specification Sheet,
which is likely to increase the amounts which may be directed to the
Plan's fixed income fund and, in Prudential's opinion, result in a
material and adverse financial effect on Prudential. Prudential may waive
this restriction as to any change or addition, but the Contract-Holder is
not obligated to commit such increase in amount to the Account. Also, no
amounts may be added to the Account if the Plan ceases to meet the
requirements for qualification under the Federal Internal Revenue Code. A
Plan change required so that the Plan will continue as a plan meeting the
requirements for qualification under the Federal Internal Revenue Code
will not be considered as one having a material financial effect on
Prudential.
At the end of any day the amount of each Sub-Account is equal to the
addition(s) to the Sub-Account plus credited interest, less the amounts
withdrawn from it. Prudential will credit interest to the Sub-Account at
the effective annual rate of interest set forth in the applicable
Specification Sheet. Interest is credited at the end of each day on the
amount of the Sub-Account at the end of the preceding day.
The amount of the Account at the end of any day is equal to the total of
the amounts of all Sub-Accounts in effect under this Contract.
GPA-200-90
-1-
<PAGE> 3
1.2 Expense Charges:
If the interest rate shown in the applicable Specification Sheet is a net
rate, no daily expense charge will be made by Prudential. If it is not a
net rate, a daily expense charge will be made by Prudential as described
below.
Prudential makes a daily expense charge for each day that the Sub-Account
is greater than zero. Prudential deducts the charge before any other
withdrawal on the same day. The charge is a percentage of the amount of
the Sub-Account on the preceding day. Such percentage is specified in the
applicable Specification Sheet. Instead of making daily deductions,
Prudential may deduct the charges from time to time. However, the amount
of the Sub-Account will be determined as though daily deductions had been
made.
The Contract-Holder may elect to pay all or part of the charges to
Prudential instead of having them deducted from the Sub-Account. If the
Contract-Holder elects to pay the charges, Prudential will bill the
Contract-Holder for the charges from time to time. If such expenses are
not paid within thirty days after a bill for them has been delivered to
the Contract-Holder, the charges will be deducted from the Sub-Account.
The daily expense charge referred to above (or, if applicable, the daily
expense charge considered in determining the net interest rate shown)
includes a specified maximum number of transactions (additions and
withdrawals) from the Sub-Account, as described in the applicable
Specification Sheet, in any year beginning on the effective date of the
Sub-Account or an anniversary of that date. If the total transactions
exceeds the specified number in any of these years, Prudential will,
following the end of that year, bill the Contract-Holder for the
additional transactions at the transaction cost specified in the
applicable Specification Sheet. If such expenses are not paid within
thirty days after a bill for them has been delivered to the
Contract-Holder, the charges will be deducted from the Sub-Account.
GPA-200-90
-2-
<PAGE> 4
ARTICLE II. WITHDRAWALS:
2.1 Participant-Initiated Withdrawals:
The Contract-Holder will withdraw amounts from a Sub-Account to honor
requests for payments from the Plan's fixed income fund made by Plan
participants pursuant to the terms of the Plan. The withdrawals from a
Sub-Account in accordance with this section will only occur before the
last Scheduled Withdrawal (see section 2.2) from that Sub-Account.
The amount that will be withdrawn during the period that additions are
being made to a Sub-Account as set forth in the Specification Sheet for
that Sub-Account, will be equal to the lesser of the amount of the
Sub-Account and the payments from the Plan's fixed income fund.
Thereafter, the Contract-Holder will request a withdrawal from that
Sub-Account only if the amount to be paid from the Plan's fixed income
fund exceeds the amounts added to it after the end of that period,
including any amounts arising from maturing guaranteed investment
contracts on and after the end of that period, which are held by the
Contract-Holder with respect to the Plan. The amount of the withdrawal
will be equal to the lesser of the amount of such excess and the amount of
that Sub-Account.
The Contract-Holder will give prompt notice to Prudential of each
withdrawal. The amount withdrawn will be paid to the Contract-Holder
within five Business Days after Prudential receives the notice.
("Business Day" is a day on which the principal office of Prudential in
Newark, New Jersey, is open for business.)
If any of the following events occur, withdrawals which, in Prudential's
good faith judgment, would not have occurred except for that event
happening, will not be made, unless agreement can be reached as follows.
Prudential and the Contract-Holder will make a good faith effort to reach
an agreement (including, but not limited to, reducing the interest rate
specified in section 1.1, subjecting the excess withdrawals to a market
value adjustment or modifying the Scheduled Withdrawals described in
section 2.2) to permit these withdrawals on a basis which will mitigate
any material and adverse effect on Prudential. The events are:
- a Plan change that reasonably can be expected to alter materially the
amounts to be directed out of the Plan's fixed income fund. (A Plan
change required so that the Plan will continue as a plan meeting the
requirements for qualification under the Federal Internal Revenue Code
will not be considered as one expected to alter materially the
direction of amounts.)
- the addition to, or elimination from, the Plan of an investment choice
that reasonably can be expected to alter materially the amounts
directed out of the Plan's fixed income fund.
- a change in the investment mix of an investment choice under the Plan
that reasonably can be expected to alter materially the amounts
directed out of the Plan's fixed income fund.
- a change in the withdrawal method that reasonably can be expected to
alter materially the amounts directed out of the Plan's fixed income
fund.
GPA-200-90
-3-
<PAGE> 5
Upon complete or partial termination of the Plan, the removal of a
specifically identifiable group of employees from coverage under the Plan
(such as a group layoff or early retirement incentive program), or closing
or sale of a subsidiary, employing unit or affiliate not covered under the
next paragraph, any payments resulting from withdrawals for such events
which are in excess of 20% of the amount of each Sub-Account will be equal
to the lesser of the book value and the market value of the amount
withdrawn. The market value of such excess amount will be equal to:
N
A x [(1 + i )/(1 + i + .0075)]
c w
where,
A is the portion of the Sub-Account to be withdrawn which is subject
to a market value adjustment.
i is the yield to maturity (expressed as a decimal fraction) of the
c most recently issued "on the run" Treasury bill, note or bond
with a duration equal to the duration of the Sub-Account on the
date the offer was accepted, as quoted in the Wall Street Journal
on the Business Day after the date the offer was accepted. If
there is no bill, note or bond with such a duration, then
appropriate linear interpolation will be made to derive the
corresponding yield.
i is the yield to maturity of a Treasury bill, note or bond with a
w duration equal to the remaining duration of the Sub-Account as
quoted in The Wall Street Journal on the Business Day preceding
the day the withdrawal becomes effective.
N is the remaining duration of the Sub-Account on the day preceding
the day the withdrawal becomes effective expressed to four
decimal places.
For the purpose of applying this paragraph, (i) the 20% limitation applies
in total to all such events which occur in each annual period beginning on
the effective date of the Sub-Account or an anniversary thereof and (ii)
the amount of the Sub-Account shall be determined as of the effective date
of the Sub-Account or the anniversary thereof preceding the date of the
applicable event. However, if any of these events occurs in the period
beginning on the effective date of the Sub-Account and ending on the day
before the anniversary of such effective date, the amount of the
Sub-Account for the purpose of applying the 20% limitation will be based on
the amount of additions which are expected to be made to the Sub-Account in
that period.
If any employing unit, subsidiary, or affiliate participating in the Plan
is sold or terminates its relationship with the Contract-Holder while an
amount attributable to such a group remains in a Sub-Account, Prudential
will, subject to Prudential's review and acceptance of the applicable plan,
issue a similar but separate contract on that group's behalf. That portion
of the Sub-Account (as determined by the Contract Holder) which is
attributable to the affected group will be transferred at book value by
Prudential to the separate contract. Such
GPA-200-90
-4-
<PAGE> 6
transfer will be in full settlement of Prudential's liability under this
Contract for the amount(s) attributable to the affected group. The terms
of the contract to be issued to such group will be consistent with the
terms of this Contract, except that there will be an additional one-time
issue charge of $2000 due Prudential for each Sub-Account under that
contract. Prior to Prudential's issue of a separate contract as described
in this paragraph, the Contract-Holder will submit to Prudential, for
Prudential's review and acceptance, an up-to-date copy of the plan to be
covered by the contract. Prudential will accept such plan for underwriting
if its terms are substantially the same as the terms of the Plan previously
submitted to Prudential in connection with the issue of the latest
Sub-Account.
2.2 Scheduled Withdrawals and Contingency Withdrawals:
Prudential will withdraw amounts from each Sub-Account in accordance with
the schedule specified in the applicable Specification Sheet. In addition
to the scheduled withdrawals, Prudential will make a contingency withdrawal
from a Sub-Account if specified in the applicable Specification Sheet. On
the date of each withdrawal Prudential will, unless the Contract-Holder
requests otherwise, make a transfer payment of the amount withdrawn.
The Contract-Holder may request, at least 30 days before the date on which
a withdrawal is to be made, that the transfer payment not be made. If the
Contract-Holder makes this request, the following will apply:
(1) the amount withdrawn will be held in an account under this Contract
and credited with interest at an effective annual rate specified by
Prudential in a notice to the Contract-Holder at least ten Business
Days before the date of the withdrawal, and
(2) on the fifth anniversary of the withdrawal date, Prudential will
withdraw the amount of the account to provide a single sum transfer
payment.
The interest rate to be credited in accordance with item (1) will be not
less than the yield on U.S. Treasury securities with a period to maturity
of five years, less 0.50%. This yield will be the latest yield for five
year constant maturities published by the Federal Reserve Board. The
Contract-Holder may rescind the request that a transfer payment not be
made. Notice of rescission must be given to Prudential five or more
Business Days before the date on which a withdrawal is to be made.
The procedure described in the preceding two paragraphs will be repeated at
the end of each five year period until no amount remains under this
Contract or, if earlier, the 25th anniversary of the effective date of the
Sub-Account.
Any transfer payment to be made in accordance with this section will be
made to the Contract-Holder or to any payee named by the Contract-Holder
who is a funding agent for the Plan.
GPA-200-90
-5-
<PAGE> 7
If the day of any withdrawal described in this section is not a Business
Day, the withdrawal will be made on the next Business Day. Interest will
be credited to the withdrawal amount at the effective annual rate then
being credited to the Sub-Account for the number of days from the
withdrawal day to the Business Day of withdrawal.
GPA-200-90
-6-
<PAGE> 8
ARTICLE III. ANNUITY OPTION:
The Contract-Holder may, at its election, purchase an annuity under this
Contract to fund the payment of any pension under the Plan. The annuity
may be in any payment form Prudential is then selling except that it may
not be a variable annuity. Prudential will issue a certificate describing
the annuity's payment terms.
If the age of any person receiving annuity payments hereunder is found to
be misstated, the amount of such payments will be changed based on the
correct information without changing the date of first payment of such
annuity. If the information results in an increase, the extra amount due
will be paid when the records are corrected. If the change results in a
decrease, the extra amount paid will be deducted from later payments.
The annuity purchase price will be paid by a withdrawal from the amounts
held under this Contract. Any such withdrawal from a Sub-Account on or
before the last Scheduled Withdrawal from that Sub-Account will be made on
the same basis as withdrawals under section 2.1. For any such withdrawals
after that date, or from an account established pursuant to subsection
2.2(1) before that date, the amount applied to purchase the annuity will be
equal to the smaller of the book value and the market value of sufficient
future contractual payments to provide the purchase price. To determine
its book value, each such payment will be discounted to the annuity
purchase date at the interest rate specified in the notice described in
subsection 2.2(1). To determine its market value, each such payment will
be discounted to the annuity purchase date at the interest rate equal to
the sum of 1.0% and the yield on the annuity purchase date of U.S. Treasury
securities with a period to maturity equal to the period to the due date of
such payment. Withdrawals to purchase annuities may be made at any time
while any amount remains under this Contract.
The purchase price of each annuity will be determined on the basis of
assumptions as to future interest rates, mortality rates, and expenses
related to the annuity. The mortality rates and expenses will be
determined on the same basis as that used by Prudential for its
non-participating group maturity funding contracts on the Effective Date of
the applicable Sub-Account(s). The interest rate used to determine the
purchase price will be not less than the yield on U.S. Treasury securities
maturing ten years from the date on which the withdrawal is made, less
0.75%. This yield will be the latest yield for ten year constant
maturities published by the Federal Reserve Board.
GPA-200-90
-7-
<PAGE> 9
ARTICLE IV. GENERAL TERMS:
Any of the officers of Prudential named below may act for it.
Chairman of the Board and Vice Chairman
Chief Executive Officer Vice President
President Assistant Secretary
Secretary
The Contract-Holder will name its representative(s) who may act for it.
The Contract-Holder and Prudential may agree in writing to change this
Contract in any way at any time.
Communications between the Contract-Holder and Prudential will be in
writing to their addresses shown on the signature page. Each may
substitute a different address.
Neither this Contract nor any payments payable under it may be assigned by
the Contract-Holder.
The Contract-Holder will give Prudential a copy of
- the Plan in effect on the Effective Date of this Contract and the
Effective Date of each later Sub-Account,
- each later Plan change on or before the date the Plan change is
announced to Plan participants, or, if earlier, before the date the
change takes effect,
- Form 5310 if an application is filed with the Internal Revenue Service
for partial or complete termination of the Plan or for merger,
consolidation or transfer of the Plan's assets, and
- any written description of this Contract prepared for Plan participants,
before the date it is released.
Prudential may require that the Contract-Holder provide reasonable proof
- of the terms of the Plan then in effect,
- that any addition to or withdrawal from a Sub-Account is being made
pursuant to the terms of this Contract.
Dollars and cents refer to currency of the United States of America.
If there is no payee to accept a payment due under this Contract,
Prudential will hold the payment until a proper payee is determined. No
interest will be credited on the payment or payments being so held. If the
Contract-Holder does not promptly determine a proper payee, Prudential will
do so. A determination by Prudential will be conclusive. Any payment paid
to a payee so determined will fully discharge Prudential's liability for
that payment.
GPA-200-90
-8-
<PAGE> 10
ARTICLE V. ENTIRE CONTRACT:
This document and the Sub-Account Specification Sheets which are agreed to
and made a part of the Contract constitute the entire group pension annuity
contract. This Contract will be construed under the laws of the
jurisdiction shown on the signature page.
ARTICLE VI. TERMINATION:
This Contract will terminate when the last payment it provides for has been
made.
GPA-200-90
-9-
<PAGE> 11
SUB-ACCOUNT SPECIFICATION SHEET
FOR SUB-ACCOUNT NO. 7157-211
The terms which apply to this Sub-Account are stated below. All terms are
applied in accordance with the other provisions of this Contract.
Contract Number: GA-7157
Accounting Number: 7157-211
Effective Date: December 1, 1991, pursuant to offer accepted on November 19,
1991.
Amount to be Remitted: 100% of the amounts that Plan participants direct to the
Plan's fixed income fund from December 1, 1991 through
November 30, 1992.
$25,459,415.46 on January 6, 1992 representing maturing
proceeds of a prior contract.
Effective Annual Rate of Interest: 5.91%
Daily Expense Charge: None. The interest rate shown above is net of the
expenses of this Sub-Account.
Maximum Number of Transactions Per Year without Transaction Cost: 24
Additional Transaction Cost: $50 per transaction in excess of the above Maximum
Number of Transactions for this Sub-Account.
Scheduled Withdrawals: On May 30, 1994, the remaining amount of the Sub-Account
as of that day.
Contingency Withdrawal: Not Applicable.
Changes: Not Applicable
TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY
EMPLOYEE SAVINGS PLAN TRUST OF AMERICA
President
Secretary
By: Attest:
------------------------- ------------------------
Title:
Date: Date:
------------------------- ------------------------
GPA-200-90 Sub-Account No. 7157-211
<PAGE> 12
SUB-ACCOUNT SPECIFICATION SHEET
FOR SUB-ACCOUNT NO. 7157-212
The terms which apply to this Sub-Account are stated below. All terms are
applied in accordance with the other provisions of this Contract.
Contract Number: GA-7157
Accounting Number: 7157-212
Effective Date: December 1, 1993, pursuant to offer accepted on November 23,
1993.
Amount to be Remitted: 100% of the amounts that Plan participants direct to the
Plan's fixed income fund from December 1, 1993 through
September 30, 1994.
Effective Annual Rate of Interest: 5.32%
Daily Expense Charge: None. The interest rate shown above is net of the
expenses of this Sub-Account.
Maximum Number of Transactions Per Year without Transaction Cost: 24
Additional Transaction Cost: $50 per transaction in excess of the above Maximum
Number of Transactions for this Sub-Account.
Scheduled Withdrawals: On November 30, 1997, Prudential will withdraw the
remaining amount of the Sub-Account as of that day.
Contingency Withdrawal: Not applicable.
Changes: The following change applies to Sub-Account 7157-212 and all prior
and subsequent Sub-Accounts established under this Contract,
effective December 1, 1993:
The third phrase of the fourth paragraph of section 2.1 is deleted and replaced
by the following:
"- a change in the investment mix of an investment choice under the Plan
(including a change in the investment mix of the fixed income
fund such as the addition of marketable securities to the fixed income
fund) that reasonably can be expected to alter materially the amounts
directed out of the fixed income fund."
The following changes apply to Sub-Account 7157-212 and all subsequent Sub-
Accounts established under this Contract, effective December 1, 1993:
GPA-200-90 Sub-Account No. 7157-212
<PAGE> 13
The following phrase is added as the fifth phrase of the fourth paragraph of
section 2.1:
"- the distribution of communication material to Plan participants that
reasonably can be expected to alter materially the amounts
directed out of the fixed income fund. Communication material that is
designed to provide Plan participants with information about investment
choices available under the Plan which will enable them to make fully
informed investment decisions to assure compliance with fiduciary
responsibility rules under federal law will not be considered to alter
materially the direction of amounts. This includes communication
material that provides a fair and accurate description of the risk and
reward characteristics of the investment choices under the Plan."
The following paragraph is added to section 2.1 of the Contract following the
fifth phrase of the fourth paragraph.
"In addition, Prudential reserves the right to ignore any Plan
change, or other action initiated by the Contract-Holder or Plan
sponsor, which results in a significant reduction in the amount of
participant-initiated withdrawals requested from the fixed income
fund."
The following phrase is added as the fifth phrase of the fifth paragraph of
Article IV of the Contract:
"- any communication material distributed to Plan participants relating to
the investment choices available under the Plan. If the
Contract-Holder is other than the Plan sponsor, the Contract-Holder
will make a reasonable and good faith effort to obtain such
communication material from the Plan sponsor."
TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY
EMPLOYEE SAVINGS PLAN TRUST OF AMERICA
By: /s/ GENE R. STEVENS /s/ ROBERT C. WINTERS
--------------------------------
Title: Trustee Chairman of the Board and
Chief Executive Officer
Date: 5/2/94 /s/ DOROTHY K. LIGHT
------------------------------
Secretary
Attest: /s/ ARTHUR S. HELLER
-----------------------------
Date: May 23, 1994
-------------------------------
GPA-200-90 Sub-Account No. 7157-212
<PAGE> 14
SUB-ACCOUNT SPECIFICATION SHEET
FOR SUB-ACCOUNT NO. 7157-213
The terms which apply to this Sub-Account are stated below. All terms are
applied in accordance with the other provisions of this Contract.
Contract Number: GA-7157
Accounting Number: 7157-213
Effective Date: May 31, 1994, pursuant to offer accepted on May 26, 1994.
Amount to be Remitted: - 100% of the amounts that Plan participants direct to
the Plan's fixed income fund from October 1, 1994
through November 30, 1995, plus
- $37,679,699.22 on May 31, 1994, representing the
maturing proceeds of Sub-Account No. 7157-211 under
Prudential Insurance Company of America Group
Pension Annuity Contract No. GA-7157.
If net additions (additions to this Sub-Account, less
withdrawals from this Sub-Account pursuant to section
2.1) do not total at least $30,000,000 on November 30,
1995, the Contract-Holder will remit an amount on
November 30, 1995, from the maturing proceeds of a prior
guaranteed investment contract, equal to the difference
between $30,000,000 and such net additions.
If net additions exceed $30,000,000 on November 30,
1995, Prudential will make a contingency withdrawal as
described below on this Specification Sheet.
Effective Annual Rate of Interest: 6.84%
Daily Expense Charge: None. The interest rate shown above is net of the
expenses of this Sub-Account.
Maximum Number of Transactions Per Year without Transaction Cost: 24
Additional Transaction Cost: $50 per transaction in excess of the above Maximum
Number of Transactions for this Sub-Account.
Scheduled Withdrawal: On March 31, 1998, Prudential will withdraw the
remaining amount of the Sub-Account as of that day.
Contingency Withdrawal: If net additions exceed $30,000,000 on November 30,
1995, Prudential will withdraw from this Sub-Account on
or as soon as practical after November 30, 1995, an
amount equal to the difference between such net
additions and $30,000,000.
GPA-200-90
<PAGE> 15
Changes: Not Applicable.
TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY
EMPLOYEE SAVINGS PLAN TRUST OF AMERICA
By: /s/ GENE R. STEVENS /s/ ROBERT C. WINTERS
--------------------------------
Title: Chairman of the Board and
Chief Executive Officer
Date: /s/ DOROTHY K. LIGHT
------------------------------
Secretary
Attest: /s/ ROBERT S. ZIEGLER
-----------------------------
Date: July 13, 1994
-------------------------------
GPA-200-90 Sub-Account No. 7157-213
<PAGE> 1
[JOHN HANCOCK LOGO] Exhibit 4-e-4
John Hancock Place, P.O. Box 111, Boston, MA 02117
- -----------------------------------------------------------------
CONTRACT HOLDER: FIRST INTERSTATE BANK AS TRUSTEE OF THE
ALLEN-BRADLEY SAVINGS PLANS (ALLEN-BRADLEY
SAVINGS AND INVESTMENT PLAN FOR SALARIED
EMPLOYEES, ALLEN-BRADLEY SAVINGS AND
INVESTMENT PLAN FOR HOURLY EMPLOYEES AND
ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN FOR
REPRESENTED HOURLY EMPLOYEES)
EFFECTIVE DATE: NOVEMBER 30, 1995
GROUP ANNUITY CONTRACT NUMBER: 8384 GAC
- ------------------------------------------------------------------
The Contract is issued in consideration of the Application and payment of
Contributions by the Contract Holder.
The Contract is delivered in and is subject to the laws of the State of
California.
This page, the Application, the Confirmation Letter, and the following pages
constitute the entire Contract which is agreed to by the Contract Holder
and the John Hancock.
Signed for the John Hancock at Boston, Massachusetts
Countersigned by ____________________________ on
Registrar
Modified Term Accumulation Guarantee Fund
Nonparticipating/Unallocated
Guaranteed Benefit Sub Account
Plan Reference
CA 1 MTA 8384 GAC [JOHN HANCOCK LOGO]
<PAGE> 2
TABLE OF CONTENTS
Page
I. CONTRACT SPECIFICATIONS............................. 1
II. FUND PROVISIONS
A. Contributions.................................... 3
B. Interest......................................... 3
C. Expenses......................................... 4
D. Participant Withdrawals.......................... 4
E. Scheduled Repayment of the Fund.................. 5
F. Unscheduled Transfers............................ 6
III. GENERAL PROVISIONS
A. Annuities........................................ 7
B. Assignment of Contract........................... 7
C. Information to be Furnished...................... 8
D. Modification of Contract......................... 8
E. Guaranteed Benefit Sub Account................... 8
F. Nonwaiver of Contract Provisions................. 8
G. Termination of Contract.......................... 8
H. Severability..................................... 8
I. Miscellaneous.................................... 8
IV. CONTRACTUAL TERMS................................... 9
APPLICATION FOR GROUP ANNUITY CONTRACT
<PAGE> 3
I. CONTRACT SPECIFICATIONS
CONTRACT HOLDER: First Interstate Bank as Trustee of the Allen-Bradley
Savings Plans (Allen-Bradley Savings and Investment
Plan for Salaried Employees, Allen-Bradley Savings and
Investment Plan for Hourly Employees and Allen-
Bradley Employee Savings Plan for Represented Hourly
Employees)
PLAN: Allen-Bradley Savings Plans (Allen-Bradley Savings
and Investment Plan for Salaried Employees, Allen-
Bradley Savings and Investment Plan for Hourly
Employees and Allen-Bradley Employee Savings Plan
for Represented Hourly Employees)
EMPLOYER: Allen-Bradley
CONTRIBUTION PERIOD: December 1, 1995 to November 30, 1996
CONTRIBUTIONS: $57,000,000 will be paid to the John Hancock on
December 1, 1995.
100% of Participant directed contributions to the GIC
Fund, estimated to be $18,000,000 in total, net of
withdrawals, will be paid to the John Hancock on a
monthly basis beginning on December 1, 1995 and
ending on November 30, 1996.
If on November 30, 1996 total Contributions, less
withdrawals, are less than $75,000,000, the shortfall
will be payable on December 2, 1996.
If on November 30, 1996 total Contributions, less
withdrawals, are more than $75,000,000, the excess will
be returned to the Contract Holder on December 2, 1996.
INVESTMENT OPTIONS: GIC Fund (guaranteed investment contract)
Diversified (equity) Fund
Fixed Income Fund (Money Market)
Intermediate Government Bond Fund
(5 year maturity)
1
<PAGE> 4
I. CONTRACT SPECIFICATIONS - CONTINUED
INVESTMENT OPTION
TRANSFER PROVISIONS: Participants may not at any time transfer funds in or
out of the GIC Fund, with the exception of
reallocating maturing contracts.
GUARANTEE
EXPIRATION DATE: March 31, 1999
REPAYMENT SCHEDULE: Repayment of the Fund will be in a lump sum on the
Guarantee Expiration Date.
2
<PAGE> 5
II. FUND PROVISIONS
A. CONTRIBUTIONS
Contributions will be paid to the John Hancock as indicated in the
Contract Specifications. Each recurring Contribution is due and
payable to the John Hancock within thirty days after its receipt
by the Contract Holder.
The following will not be considered to be Contributions under the
Contract and may be returned, unless mutually agreed upon by the
Contract Holder and the John Hancock:
1. any amounts received in excess of the Contributions or prior to
the date(s) indicated in the Contract Specifications; or
2. any amounts received as a result of a change in the operation of
the Plan, by amendment or practice; or
3. any amounts received after the Contract Holder or Employer has
not provided the John Hancock with a requested copy of a
Participant Communication or resulting from a Participant
Communication which the John Hancock determines is designed to
influence Participants to transfer funds into the Contract; or
4. any amounts received as a result of a merger or acquisition by
the Employer.
5. any amounts received from the liquidation of Employer stock in
connection with an offer to acquire, or acquisition of, any
equity interest of the Employer.
The Contract Holder may discontinue Contributions at any time. In such
event, the Contract Holder will be liable to the John Hancock for
investment losses, if any, the John Hancock may incur as a result of
nonpayment of any Contributions. The amount of the investment
losses will be determined in accordance with uniform procedures
established by the John Hancock for contracts of this class as
described in the Confirmation Letter. A statement of the applicable
procedures will be provided to the Contract Holder upon request.
B. INTEREST
From the date of deposit to the day preceding the Guarantee Expiration
Date, the John Hancock will credit the daily equivalent of the Net
Guaranteed Interest Rate on the ending balance in the Fund each day,
including any Contributions, less any transfers and withdrawals.
3
<PAGE> 6
II. FUND PROVISIONS - CONTINUED
C. EXPENSES
The John Hancock will bill the Contract Holder for any special Services
performed under the Contract. Such special Services must be requested
by the Contract Holder in writing. If the expense charge is not paid
within thirty-one days of the date of billing, it will be deducted
from the Fund.
If a scheduled or unscheduled transfer is made, any outstanding
expenses which have been billed to the Contract Holder will be deducted
from the amount to be transferred.
D. PARTICIPANT WITHDRAWALS
The Contract may be utilized to pay Participant withdrawals. When the
Contract Holder requests in writing a withdrawal from the Fund, the
John Hancock will transfer the amount to the Contract Holder, subject
to the following:
1. The transfer will be made within two business days of receipt of
written notice or on the date specified in the notice, if later.
However, the John Hancock may take up to ten business days for
bulk payments and thirty business days for payment to individual
Participants.
2. Withdrawals will be made on behalf of a Participant in the event
of retirement, death, disability, termination of employment,
involuntary layoff, in-service withdrawals, loans, age 59 1/2,
hardship, or due to a Participant's investment election to
transfer any portion of his Participant's Account to the Investment
Option(s) indicated in the Contract Specifications, in
accordance with the Investment Option Transfer Provisions.
3. During the Contribution Period, any amounts to be withdrawn from
the GIC Fund will be made from the Fund. The withdrawal will not
be greater than the balance in the Fund.
After the Contribution Period, a request for a withdrawal from the
Fund will be recognized provided that the cash flow and all
assets of the GIC Fund, established after the Contribution Period
of the Contract, have been exhausted on a last-in, first-out basis.
If, however, a Participant elects to withdraw any portion of his Participant's
Account as a result of any of the events listed below, the withdrawal will be
considered to be initiated by the Contract Holder. If the withdrawal will
adversely affect the John Hancock's financial experience under the Contract,
the John Hancock reserves the right to apply a transfer adjustment factor,
determined in accordance with the Unscheduled Transfers section, to the amount
to be transferred.
4
<PAGE> 7
II. FUND PROVISIONS - CONTINUED
4. The withdrawal is a result of a Participant Communication, which
in the reasonable judgment of the John Hancock is designed to induce
Participants to make a withdrawal from the Fund, or the withdrawal
occurs after the Contract Holder or Employer has not provided the
John Hancock with a requested copy of a Participant Communication.
5. An additional investment option has been established or the
investment policy of an Investment Option has been modified without
the written consent of the John Hancock.
6. A new pension plan has been established by the Employer covering
Participants in the Plan.
7. The operation of the Plan or any other pension plan of the Employer
has been changed, by amendment or practice.
8. The withdrawal is due to a Contract Holder or Employer action which
results in the transfer of Participants' Accounts. Actions include,
but are not limited to, a merger, sale, spinoff, early retirement
incentive, facility relocation, voluntary layoff (involving severance
incentives), or a Plan termination which is not the result of
financial hardship, such as a court ordered liquidation under
applicable bankruptcy or insolvency statutes.
If a clone contract is mutually agreed to by the Contract Holder and
the John Hancock, the transfer to create the clone will be at
book value.
E. SCHEDULED REPAYMENT OF THE FUND
The John Hancock will transfer the balance in the Fund to the Contract
Holder in a single sum on the Guarantee Expiration Date, unless prior to
such date the John Hancock has received written notice by the Contract
Holder that the balance in the Fund is to be transferred to another
insurance company, trustee or a new group annuity contract to be
issued by the John Hancock.
If the Guarantee Expiration Date falls on a nonbusiness day, the
transfer of the Fund will be made on the business day preceding such
date, with interest and any applicable expenses adjusted accordingly.
If the Guarantee Expiration Date falls on the last business day of the
calendar year, then the John Hancock may, upon appropriate notification
to the Contract Holder, transfer the Fund on the first business day of
the succeeding calendar year. Appropriate adjustments will be made to
the interest and any applicable expenses. If the Contract Holder
notifies the John Hancock of an objection within seven days of receipt
of notification, the transfer will be made as originally scheduled.
5
<PAGE> 8
II. FUND PROVISIONS - CONTINUED
F. UNSCHEDULED TRANSFERS
The Contract Holder may request an unscheduled transfer from the Fund
in the event of a sale or spinoff of a group covered under the Plan
when a clone contract cannot be arranged to the satisfaction of the
Contract Holder and the John Hancock, or in the event that the
operation of the Plan has significantly changed, as reasonably
determined by the John Hancock. A request for a transfer for any
other reason will be subject to the consent of the John Hancock and
at terms mutually agreed upon between the Contract Holder and the
John Hancock.
The transferable balance is an amount equal to the balance in the
Fund, or such lesser amount as may be requested, to be transferred
on the transfer date, multiplied by a transfer adjustment factor.
Any outstanding expenses which have been billed to the Contract
Holder will reduce the balance in the Fund prior to the deduction
of the transfer adjustment. A statement of the applicable procedures
to determine the transfer adjustment factor will be furnished to the
Contract Holder upon request.
The transfer date will be the business day specified as the transfer
date by the Contract Holder in a written notice, provided it is not
less than ninety days after receipt of such notice by the John Hancock.
6
<PAGE> 9
III. GENERAL PROVISIONS
A. ANNUITIES
The Contract Holder has the option to purchase annuities for
Participants in the Plan who have retired. Any annuities to be
purchased under the Contract will be established in
accordance with current procedures of John Hancock for group
annuity contracts of this class and may be in any form which is
then being offered under contracts of this class.
The rates applicable to purchase immediate annuities will be
furnished by the John Hancock to the Contract Holder upon request.
The John Hancock reserves the right to change the purchase rates
for annuities at any time.
The rates applicable to the purchase of immediate annuities for
Participants will not be less favorable than rates based on the
following assumptions:
Mortality: The 1983 Group Annuity Mortality Table projected
to the calendar year of purchase using Projection
Scale H, with a six year age setback
Interest: Age 50 and up - 3.00%
Loading: 1.5% of gross premium, plus any applicable
state premium tax
Per Life
Charge: $500 for each Participant for whom an annuity
is purchased
The John Hancock retains the right to limit the total amount of
annuities which may be purchased under the Contract to that
portion of the annuity represented by the ratio of the Participant's
Account to the total value of the interest of the Participant
under the Plan.
If it is discovered that the age, sex, or any other relevant fact
with respect to a Participant is erroneous, an adjustment will be
made in the amounts withdrawn from the Fund on account of such
Participant or in the annuities payable by the John Hancock on
account of such Participant, or both. The John Hancock will not be
liable to pay any greater annuity with respect to any payee than
that which would be payable on the basis of the correct information
and the actual amounts withdrawn from the Fund.
B. ASSIGNMENT OF CONTRACT
The Contract will not be assigned without the mutual written consent
of the Contract Holder and John Hancock.
7
<PAGE> 10
III. GENERAL PROVISIONS - CONTINUED
C. INFORMATION TO BE FURNISHED
The Contract Holder will provide or permit the John Hancock
to obtain all financial statements and information which may
reasonably be required in the administration of the Contract.
The John Hancock has the right to rely upon such information and to
act for the purposes of the Contract on the basis of such information.
Where financial information is not certified by an independent
accounting firm, the Contract Holder will permit the John Hancock,
or its authorized representatives, at the John Hancock's expense,
to inspect the statements, books and records of the Contract Holder
relating to the Contract.
D. MODIFICATION OF CONTRACT
The Contract may be modified at any time by written agreement between
the Contract Holder and the John Hancock. Only the President, a Vice
President, the Secretary, or an Assistant Secretary of the John
Hancock has authority on behalf of the John Hancock to modify or
waive any of the provisions of the Contract.
E. GUARANTEED BENEFIT SUB ACCOUNT
The Guaranteed Benefit Sub Account is a pooled segment of John
Hancock's General Investment Account under which guarantees of benefits
or contract values are made. All monies under the Contract will be
part of the general corporate funds of the John Hancock and will be
assigned for investment purposes to the Guaranteed Benefit Sub Account.
F. NONWAIVER OF CONTRACT PROVISIONS
The failure of the Contract Holder or the John Hancock to perform or
to insist upon the strict performance of any provision of the Contract
will not constitute a waiver on the part of the Contract Holder or the
John Hancock of its right to perform or to require the performance
of such provision.
G. TERMINATION OF CONTRACT
The Contract will terminate upon John Hancock's fulfillment of all its
duties and obligations arising under the Contract.
H. SEVERABILITY
Should one or more provisions of the Contract be held by any court to
be invalid, void or unenforceable, the remaining provisions will
continue in full force.
I. MISCELLANEOUS
All sums payable by the John Hancock will be payable from its
Home Office in Boston, Massachusetts.
8
<PAGE> 11
IV. CONTRACTUAL TERMS
Contractual Terms as they are used or referenced in the Contract:
CONTRACT HOLDER Contract Holder means the Contract Holder referenced in
the Contract Specifications and any successor Trustee.
The Contract Holder will act on behalf of the Employer
in any matter pertaining to the Contract and each such
act will be binding on the Employer.
The Contract Holder will not be considered an agent of
the John Hancock for any purpose under the Contract.
EMPLOYER Employer includes each of its subsidiary, affiliated
or associated companies which adopt the Plan prior to
the Effective Date of the Contract.
Any entity adopting the Plan on or subsequent to the
Effective Date of the Contract will not be considered
covered under the Contract without the written consent
of the John Hancock.
FUND Fund means the Modified Term Accumulation Guarantee
Fund to which Contributions are credited and accumulated
and which is adjusted by additions or withdrawals made
in accordance with the Contract.
PARTICIPANT Participant means any active, terminated or retired
employee or the survivor or beneficiary of such employee
who has an interest in the Plan.
PARTICIPANT Participant Communication means any communication
COMMUNICATION concerning investment election under the Plan which is
prepared for delivery to Participants.
Participant Communications which will induce Participants
to transfer all or part of their accounts into or out of
the Contract will not be delivered to Participants by the
Contract Holder or the Employer.
Upon request by the John Hancock, the Contract Holder or
Employer agrees to furnish a copy of any Participant
Communication within ten business days.
Upon request, the John Hancock will review any proposed
Participant Communication.
9
<PAGE> 12
IV. CONTRACTUAL TERMS - CONTINUED
PARTICIPANT'S Participant's Account means the contributions under
ACCOUNT the Plan made in the Participant's behalf which have been
credited to the Fund, together with credited earnings.
PLAN Plan refers to the Plan as it is constituted on the
Effective Date of the Contract.
The John Hancock will be notified of any Plan amendment
prior to its effective date, and will recognize any
amendment that will not adversely affect the John
Hancock's financial experience under the Contract. The
determination will be made within ten business days of
receipt of the proposed amendment by the John Hancock at
its Home Office.
SERVICES Services covered under the Contract include:
- Installation
- Contract drafting
- General accounting services
- Monthly fund statements
- Annuity purchase facility
- An aggregate total of 52 Fund transactions, deposits
and withdrawals, during a calendar year; prorated if
the Contract is in effect for less than twelve months.
Additional transactions will be considered a special
service, unless a pricing adjustment has been made.
Examples of special services, subject to additional
expense charges, are, but will not be limited to:
- Maintenance of Participant records
- Contract amendments
- Lump sum payment to individual Plan Participants
WRITTEN NOTICE The phrase "written notice" means, unless otherwise
stated, a written notice received at the Home Office of
the John Hancock in Boston, Massachusetts.
10
<PAGE> 13
APPLICATION FOR GROUP ANNUITY CONTRACT
TO BE ISSUED BY THE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
First Interstate Bank as Trustee of the Allen-Bradley Savings Plans
(Allen-Bradley Savings and Investment Plan for Salaried Employees,
Allen-Bradley Savings and Investment Plan for Hourly Employees and
Allen-Bradley Employee Savings Plan for Represented Hourly Employees) makes
application to the John Hancock Mutual Life Insurance Company ("the John
Hancock") for a group annuity contract ("the Contract"), subject to
the following:
It is agreed that this Application will be attached to and made a
part of the Contract, and that said Contract will become effective as
of November 30, 1995, the date Rockwell International Corporation
accepted John Hancock's proposal.
The Contract Holder represents that the bid specifications dated
November 21, 1995, provided by Rockwell International Corporation,
conform to and accurately represent the terms and provisions of the
Plan, and acknowledges the Provisions Specific to John Hancock
Contracts dated September 1, 1995. Any variance in the terms of the
Plan from such specifications and Provisions will be ineffective for
purposes of the Contract without the express written consent of
the John Hancock.
N/A is hereby designated as the N/A to receive any commissions
payable by the Contract Holder on the Contract issued on this Application,
provided that he is duly licensed as required by law. The Contract Holder
authorizes the John Hancock to pay from the Fund any commission payable to
the N/A.
FIRST INTERSTATE BANK AS TRUSTEE OF THE ALLEN-BRADLEY
SAVINGS PLANS (ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR SALARIED EMPLOYEES, ALLEN-BRADLEY SAVINGS
AND INVESTMENT PLAN FOR HOURLY EMPLOYEES AND
ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN FOR
REPRESENTED HOURLY EMPLOYEES)
By:
---------------------
Title:
---------------------
Date:
---------------------
CA 2 MTA 8384 GAC
Ed. 7/94
<PAGE> 1
ROCKWELL INTERNATIONAL CORPORATION
World Headquarters
2201 Seal Beach Boulevard
PO Box 4250
Seal Beach, CA 90740-8250
310.797.5362 Fax 310.797.5020
LOGO
WILLIAM J. CALISE, JR.
Senior Vice President
General Counsel and Secretary
February 5, 1996
Exhibit 5-a
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") 750,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Common
Shares") that may be issued in accordance with the Allen-Bradley Savings and
Investment Plan for Salaried Employees (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 opinion 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 newly 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 relating to the offering of securities covered by
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,
William J. Calise, Jr.
