-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGo6PisQ5m1UsfhU1urnRzSNHSlwoP3Y4mxPZ3jG9kAAAMGvmHyvwURm68H7ihH2 A99QRibh8AybyOSOpR9lGw== 0000950128-95-000208.txt : 19951122 0000950128-95-000208.hdr.sgml : 19951122 ACCESSION NUMBER: 0000950128-95-000208 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951121 EFFECTIVENESS DATE: 19951210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64497 FILM NUMBER: 95595448 BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: 4125654004 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN AVIATION INC DATE OF NAME CHANGE: 19671017 S-8 1 ROCKWELL S-8 1 =============================================================================== 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)
------------------ ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN 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
==================================================================================================== 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 - ---------------------------------------------------------------------------------------------------- Common Stock, Par Value $1 per share(1)............... 200,000 shs. $47.125(2) $9,425,000(2) $3,250 ====================================================================================================
(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 or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low trading prices for the Common Stock on November 15, 1995, as reported in the New York Stock Exchange--Composite Transactions. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which Rockwell International Corporation (Rockwell) has filed (file number 1-1035) with the Securities and Exchange Commission (the Commission), are incorporated herein by reference and made a part hereof: (a) Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994; (b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1994, March 31, 1995 and June 30, 1995; (c) Rockwell's Current Reports on Form 8-K dated December 21, 1994, February 23, 1995 and June 14, 1995; (d) Item 1 of the Registration Statement on Form 8-C pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), filed by North American Aviation, Inc. (now Rockwell) April 16, 1967; and (e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to Section 12(b) or (g) of the Exchange Act, filed January 28, 1988. All documents subsequently filed by Rockwell and the Rockwell Retirement Savings Plan for Certain Employees (the Plan) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. This Item is not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement, is Senior Vice President, General Counsel and Secretary of Rockwell. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of fiduciary duty as directors, subject to certain limitations (8 Del. G.C.L. sec.102(b)(7) ) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec.145). The third paragraph of Article Eighth of Rockwell's Restated Certificate of Incorporation, as amended, eliminates monetary liability of directors for breach of fiduciary duty as directors to the extent permitted by Delaware law. Section 15 of Article III of the By-Laws of Rockwell and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in substance, for the indemnification of directors, officers, employees and agents of Rockwell to the extent permitted by Delaware law. II-1 3 In addition, Section 11.110 of Article 11 of the Plan provides for indemnification of present and future fiduciaries of the Plan. Rockwell's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. In addition, Rockwell and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which Rockwell or such persons may be required to make in respect thereof. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. This Item is not applicable. ITEM 8. EXHIBITS. 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, to be effective as of January 1, 1996. 4-d --Form of Master Defined Contribution Trust Agreement by and between the Employee Benefit Committee of Rockwell and First Interstate Bank of California. 4-e --Copy of Amendatory Trust Agreement Number Two made as of December 18, 1979 between Rockwell and National Bank of Detroit, filed as Exhibit 2-c-1 to Rockwell's Registration Statement on Form S-8 (Registration No. 2-66363), is incorporated herein by reference. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plan is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby undertakes to submit the Plan and any amendment thereto to the IRS in a timely manner and to make all changes required by the IRS in order to qualify the Plan. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-6 of this Registration Statement. 23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page II-7 of this Registration Statement. 23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-d --Consent of Chadbourne & Parke LLP, set forth on page II-9 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
II-2 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 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, STATE OF CALIFORNIA ON THE 21ST DAY OF NOVEMBER, 1995. 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 ON THE 21ST DAY OF NOVEMBER, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE TITLE --------- ----- DONALD R. BEALL* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director LEW ALLEN, JR.* Director RICHARD M. BRESSLER* Director JOHN J. CREEDON* Director DON H. DAVIS* Director ROBIN CHANDLER DUKE* Director JUDITH L. ESTRIN* Director WILLIAM H. GRAY, III* Director JAMES CLAYBURN LA FORCE, JR.* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director WILLIAM S. SNEATH* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) LAWRENCE J. KOMATZ* Vice President and Controller (principal accounting officer) * By /s/ WILLIAM J. CALISE, JR. ---------------------------------------- (WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the powers of attorney filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723). II-4 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, STATE OF CALIFORNIA ON THE 21ST DAY OF NOVEMBER, 1995. ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES By /S/ ALFRED J. SPIGARELLI -------------------------------- (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) II-5 7 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of Rockwell International Corporation of our reports dated November 1, 1994, except as to Note 2 to Financial Statements, as to which the date is November 21, 1994, appearing in and incorporated by reference in the 1994 Annual Report on Form 10-K of Rockwell International Corporation and to the reference to us under the heading "Experts" in the Prospectus, which is related to this Registration Statement. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania November 21, 1995 II-6 8 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rockwell International Corporation and the Prospectus with respect to the securities covered thereby of our report dated February 3, 1994 relating to the consolidated financial statements of Reliance Electric Company which appears in the Current Report on Form 8-K of Rockwell International Corporation dated December 21, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Cleveland, Ohio November 21, 1995 II-7 9 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. II-8 10 CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectus related to this Registration Statement on Form S-8 filed by Rockwell International Corporation in respect of the Rockwell Retirement Savings Plan for Certain Employees. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, New York 10112 November 21, 1995 II-9 11 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - -------- ---- 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, to be effective as of January 1, 1996. 4-d --Form of Master Defined Contribution Trust Agreement by and between the Employee Benefit Committee of Rockwell and First Interstate Bank of California. 4-e --Copy of Amendatory Trust Agreement Number Two made as of December 18, 1979 between Rockwell and National Bank of Detroit, filed as Exhibit 2-c-1 to Rockwell's Registration Statement on Form S-8 (Registration No. 2-66363), is incorporated herein by reference. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plan is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby undertakes to submit the Plan and any amendment thereto to the IRS in a timely manner and to make all changes required by the IRS in order to qualify the Plan. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-6 of this Registration Statement. 23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page II-7 of this Registration Statement. 23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-d --Consent of Chadbourne & Parke LLP, set forth on page II-9 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
EX-4.C 2 ROCKWELL S-8 1 EXHIBIT 4-C ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES (Effective as of January 1, 1996) 2 ARTICLE I DEFINITIONS 1.010 "ACCOUNTS" means the Participant's Company Contribution Account, Compensation Deferral Account and Compensation Deduction Account, as applicable. 1.020 "ADMINISTRATIVE COMMITTEE" means the committee appointed by the Plan Committee and assigned power and authority under Sections 2.030 and 6.040. 1.030 "AFFILIATED COMPANY" means Rockwell International Corporation and: (a) any corporation incorporated under the laws of one of the United States of America of which Rockwell International Corporation, a Delaware corporation, 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.); (b) any partnership or other business entity organized under such laws, of which Rockwell International Corporation 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 (c) any other company deemed to be an Affiliated Company by the Board of Directors of Rockwell International Corporation. 1.040 "AVERAGE CONTRIBUTION PERCENTAGE" for each group of Participants with contribution elections under Section 2.020(a)(ii) shall 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 elections under Section 2.020(a); (c) the Participant's compensation (as such term is defined in section 414(s) of the Code) for that Plan Year. 1.050 "AVERAGE DEFERRAL PERCENTAGE" for each group of Participants with deferral elections under Section 2.020(a)(i) shall 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) 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 larger sum as may be established pursuant to section 401(a)(17) of the Code, in any calendar year, including regular, straight-time - 1 - 3 base pay, gainsharing payments, any annual lump sum payments which have been negotiated with a collective bargaining unit, lump sum payments for unused vacation and any amount which would be paid to the Participant absent an election under Section 2.020(a). 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 or compensation on the salaried 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 has been married for a one (1) year period and who dies prior to complete distribution of his 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 (which must be witnessed by a notary public who is not an Employee) shall be on a form furnished to the Participant by the Plan Administrator and shall acknowledge the effect of such consent. In the event the Participant has a new spouse to whom he has been married for a one (1) year period, the designation of the prior spouse shall be void and the new spouse shall be deemed to be the Participant's Beneficiary, unless the Participant makes a written designation of a person or persons other than the new spouse. 1.080 "BOARD OF DIRECTORS" means the Board of Directors of Rockwell International Corporation; provided, however, that any action hereunder of the Board of Directors under Section 1.030, 1.120, 1.190, 2.020 and 3.020 may be taken by any officer or officers of Rockwell International Corporation authorized by the Board of Directors. 1.090 "CODE" means the Internal Revenue Code of 1986, as from time to time amended. 1.100 "COMMON STOCK" means the common stock, other than Class A Stock, of Rockwell International Corporation. 1.110 "COMMON UNIT" means a Unit of Stock Fund A or Stock Fund B attributable to Common Stock. 1.120 "COMPANY" means Rockwell International Corporation and any other entity to which the Board of Directors has extended this Plan. 1.130 "COMPANY CONTRIBUTIONS" means the contributions made by the Company to the Trust Fund pursuant to the terms of Article III, including forfeitures treated as Company Contributions under that Article. 1.140 "COMPANY CONTRIBUTION ACCOUNT" means the Account with respect to a Participant which is comprised of Company Contributions, adjusted by gains or losses related thereto. - 2 - 4 1.150 "COMPENSATION DEDUCTION ACCOUNT" or "DEDUCTION ACCOUNT" means the Account with respect to a Participant which is comprised of Compensation Deduction Contributions, adjusted by gains or losses related thereto. 1.160 "COMPENSATION DEDUCTION CONTRIBUTIONS" or "DEDUCTION CONTRIBUTIONS" means the amounts contributed by Participants to the Plan through payroll deductions pursuant to Section 2.020(a)(ii). 1.170 "COMPENSATION DEFERRAL ACCOUNT" or "DEFERRAL ACCOUNT" means the Account with respect to a Participant which is comprised of Compensation Deferral Contributions, adjusted by gains or losses related thereto. 1.180 "COMPENSATION DEFERRAL CONTRIBUTIONS" or "DEFERRAL CONTRIBUTIONS" means the amounts contributed to the Plan on behalf of Participants pursuant to Participants' elections under Section 2.020(a)(i). 1.190 "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 (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. 1.200 "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 - 3 - 5 (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. 1.210 "DIVERSIFIED FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(i). 1.220 "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. 1.230 "EFFECTIVE DATE" means January 1, 1996. 1.240 "ELIGIBLE EMPLOYEE" means any Employee employed in a Participating Unit as herein defined within the Company's Collins Radio Divisions. 1.250 "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. 1.260 "EMPLOYEE" means any person who is employed by the Company or by an Affiliated Company, including an Eligible Employee. - 4 - 6 1.270 "ERISA" means the Employee Retirement Income Security Act of 1974, as from time to time amended. 1.280 "FIXED INCOME FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(ii). 1.290 "GUARANTEED RETURN FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(iv). 1.300 "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 1.250 in any manner permitted by said section 414(q). 1.310 "INTERMEDIATE TERM BOND FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(iii). 1.320 "INVESTMENT FUNDS" means the Diversified Fund, the Fixed Income Fund, the Guaranteed Return Fund, the Intermediate Term Bond Fund and Stock Fund B. 1.330 "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). 1.340 "INVESTMENT MANAGER ACCOUNT" means the one or more investment manager accounts established pursuant to Section 10.020(b)(i) of the Plan. 1.350 "LAYOFF" means an involuntary severance of employment, other than a discharge for cause. 1.360 "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 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. 1.370 "NAMED FIDUCIARY" means the Plan Committee, the Plan Administrator, the Administrative Committee, the Trustee(s) and any Investment Manager(s). 1.380 "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 retains a vested interest in an Account under the Plan. - 5 - 7 1.390 "PARTICIPATING UNIT" means one of the following collective bargaining units within Rockwell International Corporation's Collins Radio Group: International Brotherhood of Electrical Workers, Local Union No. 1362 - Cedar Rapids, Iowa; International Brotherhood of Electrical Workers, Local Union No. 1429 - Cedar Rapids, Iowa; International Brotherhood of Electrical Workers, Local Union No. 2125 - Newport Beach, California; International Association of Machinists and Aerospace Workers, Local Lodge No. 281 - Shreveport, Louisiana; International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers, Local Union No. 787 - Shiloh, Texas; and International Brotherhood of Teamsters, Chauffeurs, Warehousemen, and Helpers of America, Local Union No. 238 - Cedar Rapids, Iowa. 1.400 "PLAN" means this Rockwell Retirement Savings Plan for Certain Employees, as from time to time amended. 1.410 "PLAN ADMINISTRATOR" means the person so designated by name or corporate office by the Board of Directors. 1.420 "PLAN COMMITTEE" means the Rockwell International Corporation Employee Benefit Plan Committee. 1.430 "PLAN YEAR" means each twelve-month period ending on September 30. 1.440 "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 Affiliated Company as a deferred vested Participant and who later attained Retirement age under the retirement plan. 1.450 "RETIREMENT" means retirement of a Participant pursuant to a retirement plan of the Company or any Affiliated Company. 1.460 "STOCK FUND A" means the fund established by the Trustee pursuant to Section 10.020(a)(v). 1.470 "STOCK FUND B" means the fund established by the Trustee pursuant to Section 10.020(a)(vi). 1.480 "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. 1.490 "TRUST AGREEMENT" means the trust agreement established pursuant to Section 10.010 of this Plan. - 6 - 8 1.500 "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 a Diversified Fund, Fixed Income Fund, Guaranteed Return Fund, Intermediate Term Bond Fund, Stock Fund A and Stock Fund B. 1.510 "TRUSTEE" means the trustee(s) of the trust described in Article X of this Plan. 1.520 "UNIT" means the unit of measurement of a Participant's interest in the Trust Fund. Where appropriate, "Units" includes Common Units. 1.530 "VALUATION DATE" means the last business day of each month or such other business day as the Plan Committee may determine. 1.540 "VESTING SERVICE" means a Plan Year in which a Participant completes one thousand (1,000) Hours of Service. In addition, for each such Plan Year in which the Participant completes less than one thousand (1,000) but more than five hundred (500) Hours of Service he shall accrue one-twelfth (1/12) of a year of Vesting Service for each eighty (80) of such Hours of Service, computed to the nearest one-twelfth (1/12); provided, however, that no Participant who completes five hundred (500) or fewer such Hours of Service during any such calendar year shall accrue any Vesting Service with respect to such year. - 7 - 9 ARTICLE II PARTICIPATION 2.010 GENERAL. (a) An Employee who is an Eligible Employee on the Effective Date may elect at any time to participate in the Plan. An Employee who becomes an Eligible Employee after the Effective Date may elect to participate in the Plan if and when he has completed at least fifty-two (52) weeks of employment with the Company or an Affiliated Company. Such an election to participate shall be made with at least fifteen (15) days notice to the Company and shall become effective on the first payroll payment date following the expiration of the notice period. (b) 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 (a): (i) the Participant ceases to be an Employee; (ii) the Participant receives a distribution under Section 5.020, 5.030 or 5.050; or (iii) the Participant voluntarily elects to have contributions suspended under Section 8.010. (c) 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 Section 8.020. 2.020 CONTRIBUTION ELECTION OR AUTHORIZATION. (a) An Eligible Employee who has notified the Company of his election to become a Participant shall also: (i) elect to defer receipt of an amount equal to 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Base Compensation, which amount shall be contributed as a Compensation Deferral Contribution to the Participant's Compensation Deferral Account; or (ii) authorize to be deducted from his Base Compensation, as paid, an amount equal to 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of his Base Compensation, which amount shall be contributed as a Compensation Deduction Contribution to the Participant's Compensation Deduction Account. - 8 - 10 (b) In addition to the elections and authorizations set forth in (a), the Participant shall elect, as provided in Section 2.060, in which Investment Funds his Compensation Deferral Contributions and/or Compensation Deduction 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%). (c) Compensation Deferral Contributions and/or Compensation Deduction Contributions made with respect to or by a Participant under this Section shall be made only by payroll deductions unless, under exceptional circumstances, another method of contributions is approved by the Plan Committee. 2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS. (a) The aggregate amount, with respect to a Participant, in any calendar year of: (i) Compensation 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, 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 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)(i), 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(a)(ii), 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. (c) If the Administrative Committee determines that Compensation 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 - 9 - 11 determination, through the Plan Administrator, to the Plan Committee. In such event, the Plan Committee shall reduce any Compensation 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) Highly Compensated Participants electing Compensation Deferral Contributions in an amount equal to 10% of Base Compensation shall have their elections reduced to 9%. 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 9% 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 8%. The process set forth in this paragraph (i) shall continue until the Average Deferral Percentage for the Highly Compensated Participants does not exceed the Deferral Limitation Percentage. (ii) 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 on behalf of the Participant shall be contributed by the Participant to the Plan as Compensation Deduction Contributions. In addition, to the extent permitted by regulation, the Plan Committee may during or following a Plan Year cause Compensation 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: - 10 - 12 (i) Highly Compensated Participants electing Compensation Deduction Contributions in an amount equal to 10% of Base Compensation shall have their elections reduced to 9%. If, following the 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 9% 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 8%. (ii) The process set forth in paragraph (i) shall continue until the Average Contribution Percentage for the Highly Compensated Participants does not exceed the Deduction Limitation Percentage. (e) Reductions in Compensation 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 is determined as a result of tests of contribution elections pursuant to subsection (c) that there exist "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 IN RATE OF EMPLOYEE CONTRIBUTIONS. A Participant may from time to time change the rate of his Compensation Deduction Contribution or Compensation Deferral Contribution. Such change shall be effective as soon as is reasonably possible after his election, but, in general, no later than the first payroll payment date following the expiration of fifteen (15) days subsequent to his election. 2.050 CHANGES BETWEEN DEDUCTION AND DEFERRAL CONTRIBUTIONS. (a) A Participant who has an authorization in effect to make Compensation Deduction Contributions may revoke such authorization and at the same time elect to com- - 11 - 13 mence Compensation Deferral Contributions. Such revocation and election shall be effective as soon as is reasonably possible after his election, but, in general, no later than the first payroll payment date following the expiration of fifteen (15) days subsequent to his election. (b) A Participant who has elected to have Compensation Deferral Contributions made on his behalf may revoke such election and at the same time authorize Compensation Deduction Contributions to commence effective with the first payroll payment date in April or October of any year by giving the Company prior notice thereof. 2.060 CHANGES IN INVESTMENT ELECTIONS. A Participant may make an Investment Fund election or change any previous Investment Fund election he has made under Section 2.020(d) regarding his Compensation Deferral Contributions and Compensation 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 Deferral and Deduction 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 and/or Deduction 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 - 12 - 14 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 and/or Deduction Contributions, transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return 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 and/or Deduction Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund. 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 2.020(d). 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) Upon making an election under subsection (a) or (b)(i), (ii) or (iii)(2), the Participant shall also either confirm or change his election under Section 2.020(d) with respect to future Compensation Deferral or Compensation - 13 - 15 Deduction Contributions, effective as of the effective date of the election to convert. (f) 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 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 (f) shall be invested in the Guaranteed Return Fund contract currently offered at that time. - 14 - 16 ARTICLE III COMPANY CONTRIBUTIONS 3.010 MATCHING AMOUNTS. (a) The Company shall contribute to the Trust Fund on behalf of each Participant an amount equal to one hundred percent (100%) of Compensation Deferral Contributions and Compensation Deduction Contributions made by the said Participant; provided, however, that, for each Plan Year Company Contributions made to the Participant's Company Contribution Account shall not exceed the lesser of: (i) 1% of the Participant's Base Compensation; or (ii) Two Hundred and Fifty Dollars ($250.00). (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 was 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 Article V and VI 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. - 15 - 17 ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS 4.010 PARTICIPANT'S ACCOUNTS. Separate Compensation Deferral and Compensation Deduction 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 Deduction and Compensation Deferral Contributions. 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 such Participant's Account. 4.020 CREDITING OF UNITS TO ACCOUNTS. (a) The interest of each Participant in the Investment Funds and in Stock Fund including that part of the Diversified Fund or the Fixed Income Fund resulting from Company Contributions) shall be represented by Units allocated to his 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 interest in the said Fund or contract under his Company Contribution Account, Compensation Deferral Account and Compensation Deduction 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 by dividing such new Unit value into the amount of such contribution or payment, and the individual Account of each affected Participant representing his interest in the Fund or contract under his Company Contribution - 16 - 18 Account, Compensation Deferral Account and Compensation Deduction 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 Company Contribution Account, Compensation Deferral Account and Compensation Deduction Account, as applicable, shall be determined by multiplying the number of Units in his 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. - 17 - 19 ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT 5.010 VESTING. (a) Each Participant shall at all times be fully vested in his Compensation Deferral and Compensation Deduction Accounts. Each Participant who is an Employee and has at least five (5) years of Vesting Service shall be fully vested in his Company Contribution Account. (b) Subject to the forfeiture provisions of Articles V and VI, all of a Participant's Vesting Service shall be considered in determining whether he has a vested right under Section 5.010(a)(i) to that portion of his Company Contributions Account. (c) If a Participant who is an Employee attains age sixty-five (65), all of the Units in his Accounts which are attributable to Company Contributions shall be fully vested. 5.020 RETIREMENT, DEATH, LAYOFF, ETC. (a) Upon a Participant's: (i) Retirement, (ii) death, (iii) Layoff, (iv) termination of employment because of inability to meet Company medical standards, (v) termination of employment in order to enter the Armed Forces of the United States or to accept employment with the Government of the United States, or (vi) disability which has continued for a period of at least six (6) months, all of the Units in the Participant's Company Contributions 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 - 18 - 20 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 Section 5.030 of this Article. (ii) The amounts which a Participant or Beneficiary (in the case of the Participant's death) shall receive under paragraph (ii) shall be as follows: (1) With respect to Investment Funds other than Stock Fund A and Stock Fund B, the Participant shall receive the full dollar balance of his Accounts in such Funds. Such balance shall be 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: (A) the date of the Participant's Retirement, Layoff or termination; or (B) 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. (2) With respect to Stock Fund A and Stock Fund B, the dollar balances in such Participant Accounts in such Funds as of the Valuation Date coinciding with or immediately preceding (A) such Retirement, Layoff, or termination, or (B) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan shall have been received by the Plan Administrator, shall be applied to Common Stock. 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 - 19 - 21 there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date). The Participant shall be paid in cash the dollar amounts remaining in his Accounts in Stock Fund A and Stock Fund B after reduction of each such 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 as described in this subparagraph (2) 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 of Section 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). 5.030 FORM OF DISTRIBUTIONS TO PARTICIPANTS. (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 (a)(iii) of Section 5.020 and shall be either: (1) a lump sum payment, or (2) 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 annual anniversary date of the said initial installment payment. (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 - 20 - 22 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 shall be permitted again to make the election described therein, subject to the provisions of this Section 5.030. (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 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 Accounts over his 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. 5.040 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 Accounts distributed to him by the Trustee in the manner provided in Sections 5.020 and 5.030. (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 Company Contributions 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 5.030 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 - 21 - 23 manner as to ensure that no portion of the Accounts of any Participant transferred hereunder shall be subject to forfeiture. 5.050 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. (a) 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, 5.030 and 8.020(a), the Participant shall receive the following as soon as practicable: (i) With respect to the Investment Funds (other than Stock Fund B), the full dollar balance of his 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. (ii) 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 shall each be applied to Common Stock. 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). The Participant shall be paid in cash the dollar amount remaining in his Account in Stock Fund B and in the vested portion of his 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 hereunder. (b) If a Participant with less than five (5) years of Vesting Service receives a distribution pursuant to subsection (a), the non-vested portion of the Participant's Company Contributions Account shall be forfeited at the time such distribution is made. If the Participant is reemployed as an Employee prior to the end of five (5) years after the date on which his termination of employment shall have occurred and if the Participant shall make a cash repayment to the Plan of the amounts which were distributed from his Compensation Deduction and Compensation Deferral Accounts on or prior to the end of the sixtieth (60th) month after the date of his - 22 - 24 reemployment, there shall be restored to the Participant's Company Contributions Account a dollar amount equal to the previously forfeited non-vested portion of the dollar balance of his Company Contribution Account in Stock Fund A (determined, in the manner set forth in Section 4.040, by reference to the Units in such Account and the value of each such Unit on such Valuation Date). The amount of such repayment (which such amount shall not reflect interest) shall be credited to his 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 non-vested portion of the Participant's Company Contribution Account restored pursuant to this subsection (b) shall vest as provided in Section 5.010. (c) If a Participant with less than five (5) years of Vesting Service becomes eligible to receive a distribution under subsection (a) but fails to provide consent to such distribution as required by Section 5.060, the non-vested portions of the Participant's Company Contribution Account shall be forfeited at the conclusion of the five (5) year period following the date on which his termination of employment shall have occurred, unless the Participant shall be reemployed as an Employee prior to the conclusion of the said five (5) year period. (d) 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 period following termination of employment described above in subsections (b) and (c) shall not be deemed to have commenced until the earlier of the date on which he terminates employment by reason of his retirement, death, voluntary quit or discharge or the second annual anniversary date of the commencement of his Maternity or Paternity Leave. 5.060 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. 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 prior termination of employment. Under no circumstances shall a Participant have any right to withdraw any portion of the balance of his Accounts under Article VI prior to the date of distribution of benefits. - 23 - 25 5.070 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 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 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. 5.080 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. - 24 - 26 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 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 Accounts in the following order: (i) first, from his Compensation Deduction Account; (ii) second, from that portion (if vested) of his Company Contribution Account, which is attributable to Compensation Deduction Contributions; (iii) third, from his Compensation Deferral Account. (b) Withdrawals pursuant to paragraph (i) 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 Compensation Deferral Account, as described in paragraph (iii) 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 Contribution 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). (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 Accounts. A Participant making such an election shall receive the amount of cash or, if applicable, stock to be withdrawn from his Accounts in the following order: (i) first, from his Compensation Deduction Account; (ii) second, from his Compensation Deferral Account; - 25 - 27 (iii) third, from that portion (if vested) of his Company Contribution Account, which is attributable to Compensation Deduction Contributions; and (iv) fourth, from that portion (if vested) of his Company Contribution Account, which is attributable to Compensation Deferral Contributions. (b) Withdrawals under paragraph (i) of subsection (a) shall be subject to the forfeiture provisions of Section 6.030, if the Units in the Employee's Company Contribution 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. 6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS. (a) When applicable, any non-vested portion of a Participant's Company Contribution Account associated with a withdrawal from his Compensation Deduction Account shall be forfeited at the time of such withdrawal. (i) The forfeitable Units, if any, of a Participant's Company Contribution Account which are attributable to Compensation Deduction Contributions shall be determined by multiplying the dollar balance of the Participant's Company Contribution 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 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 Compensation Deduction Account - 26 - 28 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 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 Contribution 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 or, if applicable, his Compensation Deferral 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. (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 pursuant to Sections 6.010 and 6.020 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 an Employee'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. (b) Notwithstanding the above subsection (a), an Employee may elect to have any such withdrawal taken: - 27 - 29 (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 6.050 and to the forfeiture provisions of Section 5.010, 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 Compensation Deferral Account, 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: (1) 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; (2) the incurring of obligations for (A) tuition, related educational fees and room and board expenses for post-secondary education for the Employee, his spouse or one or more of his 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 request for distribution; or (B) 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 himself, his spouse or one - 28 - 30 or more of his dependents (as defined in section 152 of the Code); (3) 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: (1) through reimbursement or compensation by insurance or otherwise; (2) by reasonable liquidation of the Employee's assets, to the extent that such liquidation would not itself cause an immediate and heavy financial need; (3) by suspension of Compensation Deferral or Compensation Deduction Contributions; or (4) 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 be taken from the Participant's Investment Fund Accounts, as elected by the Participant, either: (i) first from his 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 Account in Stock Fund B. - 29 - 31 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. (c) 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. 6.060 TRANSFER OF DISTRIBUTION OR WITHDRAWAL TO ELIGIBLE RETIREMENT PLAN. If a Participant entitled to a distribution or withdrawal under this Article VI, shall so request in writing at the time his 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 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. 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 Compensation Deferral and Compensation 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 - 30 - 32 (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. 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. - 31 - 33 ARTICLE VII HOURS OF SERVICE 7.010 GENERAL. An Eligible Employee shall be credited with an Hour of Service for each hour for which he is directly paid for all purposes by the Company for the performance of duties. Hours worked at a premium rate shall be credited as straight-time hours. 7.020 PERIODS OF ABSENCE. (a) If at the time of commencement of any of the following absences the Participant is an Eligible Employee, he shall be credited for all purposes with Hours of Service in accordance with subsection (b): (i) absence from work, up to a maximum of two (2) years, because of injury or disease sustained in the course of employment with the Company and with respect to which he receives workmen's compensation benefits and during which he would normally have been scheduled to work for the Company as an Eligible Employee; (ii) absence from work pursuant to an authorized sick leave; (iii) absence from work for paid vacation or paid holiday(s) not worked; (iv) absence from work for a period during which he is serving as a juror; (v) absence from work for a period for which he is on an authorized leave of absence for union business; (vi) absence from work for a period during which he is required by the Armed Forces of the United States for military training or emergency duty; (vii) absence from work for a paid funeral or bereavement leave; (viii) absence from work for a period during which he is on authorized personal leave; (ix) absence from work for a period during which he is on layoff status; and (x) absence from work for a period during which he is on an authorized educational leave. (b) An Eligible Employee shall be deemed to have completed an Hour of Service for each hour for which back pay has been awarded or agreed to by the Company or Affiliated Company for any period off work. - 32 - 34 (c) Any absence from work by an Eligible Employee who may be elected or appointed to governmental office requiring him to absent himself from duty with the Company; provided, however, that a written opinion of counsel is obtained in advance that granting of such credit in a specific circumstance, and its acceptance by the Participant, does not violate any federal, state or local law. (d) Any absence, other than those described in subsection (a), for which the Eligible Employee is paid his regular hourly rate of compensation by the Company (including any such vacation or holiday not worked) provided that such credit shall be given only for the first five hundred and one (501) credited hours of any single such period. (e) For purposes of determining the number of Hours of Service to which an Eligible Employee may be entitled pursuant to the provisions of subsection (a) with respect of any period of approved absence or layoff for which the Eligible Employee is not paid his regular hourly rate of compensation by the Company, such Eligible Employee shall receive 174 Hours of Service for each full month of such service, prorated on a daily basis at the rate of eight (8) Hours per day, not to exceed forty (40) hours per week; and with respect to any period of absence for which the Eligible Employee is paid his regular hourly rate of compensation by the Company, the Eligible Employee's Hours of Service shall be determined by dividing the payments received by or due to such Eligible Employee with respect to the applicable period by the Eligible Employee's regular hourly rate of compensation. 7.030 HOURS OTHER THAN AS AN ELIGIBLE EMPLOYEE. A Participant who has completed or completes Hours of Service with the Company or an Affiliated Company but not as an Eligible Employee shall, upon becoming a Participant, be credited with such Hours of Service only for purposes of determining Vesting Service. 7.040 MATERNITY OR PATERNITY LEAVE. The Plan shall treat the following as Hours of Service solely for the purpose of determining Vesting Service: (a) Hours of Service which otherwise would normally have been credited to a Participant but for a Maternity or Paternity Leave, or (b) if the normal Hours of Service cannot be determined, eight (8) Hours of Service for each day of such absence provided that the total number of such Hours of Service shall not exceed five hundred one (501); and provided further that such Hours of Service shall be credited to the Participant in the Plan Year in which the Maternity or Paternity Leave begins, if such Participant would otherwise incur a Break in Service in such Plan Year, or otherwise in the immediately following year. - 33 - 35 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 not later than the first payroll payment date following the expiration of the fifteen (15) days period thereafter. (b) Subject to Section 2.010, a Participant who has elected to have contributions suspended, may elect to have contributions resumed, effective no later than the first payroll payment date following the expiration of the fifteen (15) days period thereafter. 8.020 INVOLUNTARY SUSPENSION. A Participant's Compensation Deferral Contributions and 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 Contribution 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 and upon the occurrence of an affirmative election by the Participant for such resumption. 8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS. Suspensions of a Participant's Deferral or Deduction Contributions, whether voluntary or involuntary, shall not affect his benefit and withdrawal rights under Articles V and VI of the Plan, but Company contributions on his behalf shall be similarly suspended. A Participant may not make up suspended Deferral or Deduction Contributions. - 34 - 36 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 has designated as his Beneficiary to receive such benefits in the event of his death. (b) A Participant may change his 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) 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. - 35 - 37 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 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 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: (1) guarantee the principal and interest thereon for a specified period of time, and (2) accrue such guaranteed interest on a monthly basis; (v) Stock Fund A, which shall consist of all cash, the Company's Common Stock, and the proceeds and income therefrom, attributable to Company Contributions; - 36 - 38 (vi) Stock Fund B, which shall consist of all cash, the Company's 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 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 International Corporation 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: (1) not be bound by any law or any court doctrine of any state or jurisdiction limiting trust investments, except as otherwise provided by ERISA; (2) give consideration to the cash requirements of the Plan; (3) not cause the Plan to engage in any transaction constituting a prohibited transaction under section 406 of ERISA. 10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUND A AND STOCK FUND B. - 37 - 39 (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 1.480): (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 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: (i) immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited, or - 38 - 40 (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 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 held by him 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 investment of such amounts or 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. (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 shall be borne by the Company and shall constitute a charge on the Trust Fund until so paid; provided, however, that in no event shall the Trust Fund nor the Company - 39 - 41 (unless the Company is specifically so directed by resolution of the Company's Board of Directors) pay any such Trustee's, Investment Manager's or investment advisor's 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. All costs and expenses incurred by the Plan Committee, the Administrative Committee and Plan Administrator shall be paid by the Company. Neither the Plan Administrator nor the members of the Plan Committee shall be compensated from the Plan but may be compensated by the 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. - 40 - 42 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. - 41 - 43 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 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 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 responsibilities under ERISA or under the Plan. - 42 - 44 11.080 RELIANCE UPON DOCUMENTS AND OPINIONS. The members of the Plan Committee, 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 Administrative 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 Administrative 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, the Administrative 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 duties under the Plan, unless he 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 in connection with any claims against him by reason of his conduct (except for his willful misconduct) in the performance of his 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. - 43 - 45 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 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 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 current address and the correct current name and address of his 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 communicated (including telephonic communications) to such entity or Company office as may be - 44 - 46 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 when so deposited in the United States Mail with postage prepaid addressed to the Participant or Beneficiary at his 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 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 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 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. - 45 - 47 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 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 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. - 46 - 48 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 would be entitled under this Plan if his 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 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 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 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 amount of any contribution by it would be in excess of the earnings, including retained earnings, of the Company. Upon a suspension, the - 47 - 49 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. - 48 - 50 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 and Compensation 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: (1) one half of the Participant's Compensation Deduction Contributions; or (2) the Participant's Compensation Deduction Contributions in excess of 6% of his 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; and (v) for each calendar year commencing on or after January 1, 1993, 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 - 49 - 51 maximum benefit allowable shall be paid hereunder before applying the limitations on the defined benefit plan. 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 elected by a Participant under Section 2.020(a)(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. - 50 - 52 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. - 51 - 53 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. 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 and reinvest the principal thereof and income thereon. Dividends, income and other distributions received on, - 52 - 54 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, Compensation Deferral Account and Compensation 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 Accounts. The initial value of each Unit to be allocated to his 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 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 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 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 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 Accounts in Stock Fund B 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 - 53 - 55 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 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 interest in Stock Fund A in respect of which such shares were tendered bore to his 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 shares of Common - 54 - 56 Stock previously representing his 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 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 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 (1) and (2) of paragraph (iii) of Section 5.020(a) shall be amounts that the Participant (or his Beneficiary in the case of death, shall receive under paragraph (i) thereof; provided, however, that no share of Common Stock representing a Participant's interest in 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 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 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: - 55 - 57 (i) The vested portion of the dollar balance of his account in Sub Fund A and the full dollar balance of his 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 5.050(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 Company Contribution Account, if any, shall not be distributable). (b) As soon as practicable after an Employee makes a repayment described in Section 6.030, there shall be credited to the Employee's Company Contribution Account a dollar amount as set forth in Section 6.030(c)). To the extent that the dollar amount to be credited to his Company Contribution Account relates to shares of Common Stock previously representing his 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 - 56 - 58 allocated to Sub Fund A. At the same time, the Employee's Compensation Deduction Account shall be 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 6.030(c); provided, however, that, if the Participant makes a repayment in respect of shares of Common Stock previously held in his 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 6.030(d). 16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.030. While the provisions of this Article XVI are in effect: (a) For purposes of Section 6.030(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 Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by first exhausting his Accounts in the most recent contracts under such Fund. An Employee may, however, elect to have any such withdrawal taken first from his Account in Stock Fund B, with any additional withdrawal amount to be taken from his Accounts in the remaining Investment Funds. (b) For purposes of subsection (c) of Section 6.030, 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 Company Contribution Account relates to shares of Common Stock previously representing his 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 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 equal to the amount of such repayment shall be allocated to the Participant's Compensation Deduction Account - 57 - 59 in Sub Fund B. The amounts credited under this subsection (b) shall vest as set forth in the last sentence of Section 6.030(c). (c) Partial withdrawals pursuant to Section 6.030(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 Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by first exhausting his Accounts in the most recent contracts under such Fund. An Employee may, however, elect to have any such withdrawal taken first from his Account in Stock Fund B, with any additional withdrawal amount to be taken from his Accounts in the remaining Investment Funds. - 58 - 60 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) Employees, - 59 - 61 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 Company Contribution Account shall be not less than the amount determined pursuant to the following schedule: - 60 - 62
Years of Service Vested Interest ------------------------ --------------- 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%
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 Company Contribution Account shall not be less than his nonforfeitable right to the balance of his 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 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)). - 61 - 63 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 6.070 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. 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: A-1 64 First -- from the Borrower's Compensation Deferral Account; and Second -- 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 pro rata loan funding from the Borrower's interest in the Guaranteed Return Fund will be taken in reverse sequence by accessing the Fund's contracts on a last-in first-out basis. 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. 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. A-2 65 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. A-3 EX-4.D 3 ROCKWELL S-8 1 Exhibit 4-d MASTER DEFINED CONTRIBUTION TRUST AGREEMENT by and between THE EMPLOYEE BENEFIT COMMITTEE of ROCKWELL INTERNATIONAL CORPORATION and FIRST INTERSTATE BANK OF CALIFORNIA MASTER DEFINED CONTRIBUTION TRUST AGREEMENT 2 THIS MASTER TRUST AGREEMENT made and entered into on this ____________ day of ______________, 1995, effective as of _____________________, 19 , by and between the Employee Benefit Committee of Rockwell International Corporation (hereinafter referred to as the "Benefit Committee"), and First Interstate Bank of California, a California corporation having its principal place of business at Los Angeles, California (hereinafter referred to as the "Master Trustee"), WITNESSETH: WHEREAS, the Benefit Committee has the power to appoint trustees, select Investment Managers, adopt and establish an investment method or policy, and approve, execute, amend and terminate trust agreements with respect to all defined contribution plans of the Controlled Group; and WHEREAS, the Benefit Committee desires to establish a master trust which will serve as a funding medium for eligible employee benefit plans of the Corporation; and WHEREAS, the Master Trustee is willing to act as Master Trustee of such trust upon all of the terms and conditions hereinafter set forth; and WHEREAS, the Benefit Committee and the Master Trustee wish to amend those trust agreements referred to in Appendix A hereto (the "Prior Agreements") so that this Agreement shall be deemed to supersede all such Prior Agreements and so that all the separate trusts established by the Prior Agreements shall be deemed consolidated into the master trust established hereby; 3 NOW, THEREFORE, the Benefit Committee and the Master Trustee declare and agree that the Master Trustee will receive, hold and administer all sums of money and such other property acceptable to Master Trustee as shall from time to time be contributed, paid or delivered to it hereunder, IN TRUST, upon all of the following terms and conditions. SECTION 1 --------- General ------- 1.1 DEFINITIONS. Where used in this Agreement, unless the context otherwise requires or unless otherwise expressly provided: (a) "Account Party" shall mean a delegate of the Benefit Committee designated to represent the Benefit Committee for this purpose, the Plan Administrator and any Person to whom the Master Trustee shall be instructed by the Benefit Committee to deliver its annual account under Section 12.2. (b) "Accounting Period" shall mean either the twelve consecutive month period coincident with the calendar year or, if different, the fiscal year of the Plans or the shorter period in any year in which the Master Trustee accepts appointment as Master Trustee hereunder or ceases to act as Master Trustee for any reason. (d) "Agreement" shall mean all of the provisions of this instrument and of all other instruments amendatory hereof. (e) "Asset Manager" shall mean the Master Trustee, Benefit Committee or other Named Fiduciary or Investment Manager, individually or collectively as the context shall require, with respect to those assets held in an Investment Account over which it exercises, or to the extent it is authorized to exercise, discretionary investment authority or control. (f) "Bank business day" shall mean a day on which the Master Trustee is open for business. (g) "Board of Directors" shall mean the Board of Directors of the Corporation. (h) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and Regulations issued thereunder. (i) "Controlled Group Member" shall mean the Corporation and any subsidiaries or affiliates which are members of a controlled group of corporations, a group of trades or businesses under common control, or an affiliated service group (as defined in Code sections 414(b), (c), and (m), respectively), or the Corporation and any entity with which it must be aggregated pursuant to Code section 414(o) and the regulations thereunder. (j) "Corporation" shall mean Rockwell International Corporation, a Delaware corporation. -2- 4 (k) "Directed Fund" shall mean any Investment Account, or part thereof, subject to the discretionary management and control of the Benefit Committee or any other Named Fiduciary or any Investment Manager. (l) "Discretionary Fund" shall mean any Investment Account, or part thereof, subject to the discretionary management and control of the Master Trustee. (m) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and Regulations issued thereunder. (n) "Fund" shall mean all cash and property contributed, paid or delivered to the Master Trustee hereunder, all investments made therewith and proceeds thereof and all earnings and profits thereon, less payments, transfers or other distributions which, at the time of reference, shall have been made by the Master Trustee, as authorized herein. The Fund shall include all evidences of ownership, interest or participation in an Investment Vehicle, but shall not, solely by reason of the Fund's investment therein, be deemed to include any assets of such Investment Vehicle. (o) "Insurance Contract" shall mean any contract or policy of any kind issued by an insurance company, whether or not providing for the allocation of amounts received by the insurance company thereunder solely to the general account or solely to one or more separate accounts (including separate accounts maintained for the collective investment of qualified retirement plans), or a combination thereof, and whether or not any such allocation may be made in the discretion of the insurance company or the Benefit Committee. (p) "Investment Account" shall mean each pool of assets in the Master Trust in which one or more Plans has an interest during an Accounting period. (q) "Investment Manager" shall mean a bank, insurance company or investment adviser satisfying the requirements of ERISA section 3(38) which has provided the Master Trustee with written acknowledgment of compliance with ERISA. (r) "Investment Vehicle" shall mean any common, collective or commingled trust, investment company, corporation functioning as an investment intermediary, insurance contract, partnership, joint venture or other entity or arrangement to which, or pursuant to which, assets of the Master Trust may be transferred or in which the Master Trust has an interest, beneficial or otherwise (whether or not the underlying assets thereof are deemed to constitute "plan assets" for any purpose under ERISA). (s) "Master Trust" shall mean the trust created hereby. (t) "Named Fiduciary" shall mean the Benefit Committee and such other fiduciaries with respect to the Plans within the meaning of ERISA section 402(a)(2), 402(c)(3) or 403(a)(1) who has the authority to perform the separate functions allocated to the "Named Fiduciary" under this Agreement. (u) "Participating Employer" shall mean the Corporation and any Controlled Group Member which has adopted this Master Trust with consent of the Board of Directors. -3- 5 (v) "Plan" or "Plans" shall mean any employee benefit plan of a Participating Employer which meets the requirements for eligibility specified in Section 1.3 and as of the date of this Agreement includes those plans listed in Appendix B. (w) "Plan Administrator" shall mean the Person designated by the Corporation in accordance with the terms of the Plans who is responsible for benefit administration under the Plans. (x) "Person" shall mean a natural person, trust, estate, corporation of any kind or purpose, mutual company, joint-stock company, unincorporated organization, association, partnership, joint venture, employee organization, committee, board, participant, beneficiary, Master Trustee, partner, or venturer acting in an individual, fiduciary or representative capacity, as the context may require. (y) "Qualifying Employer Security" shall mean the employer securities as defined in ERISA section 407(d). (z) "Valuation Date" shall mean the last day of the Accounting Period, calendar quarter or any more frequent reporting date agreed to by the Master Trustee. The plural of any term shall have a meaning corresponding to the singular thereof as so defined and any neuter pronoun used herein shall include the masculine or feminine, as the context shall require. 1.2 COMPLIANCE WITH LAW. The Trust hereinafter established is intended to comply with ERISA and to be tax exempt under Code section 501(a). 1.3 ELIGIBILITY. Any employee benefit plan established or maintained by a Participating Employer may be funded, in whole or in part, through the Master Trust if (i) the plan is qualified under Code section 401(a), (ii) the Master Trust is exempt from taxation under Code section 501(a), and (iii) this Agreement has been duly adopted by the board of directors of the Participating Employer with the consent of the Corporation. SECTION 2 --------- Establishment of Trust ---------------------- 2.1 ESTABLISHMENT OF TRUST. The Benefit Committee hereby establishes with the Master Trustee the Master Trust consisting of such sums of money and such property acceptable to the Master Trustee as shall from time to time be paid or delivered to the Master Trustee. 2.2 CONTRIBUTIONS TO THE TRUST. The Master Trustee shall have no duty to determine or collect contributions under any Plan and shall be solely accountable for moneys or properties actually received by it. The Benefit Committee shall have the sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under any of the Plans of a Participating Employer, the transmittal of the contributions to the Master Trustee and compliance with any statute, regulation or rule applicable to contributions. 2.3 PRIOR ADMINISTRATION. The Master Trustee shall not have any duty to inquire into the administration of the Plans or actions taken under any of the Plans by any prior trustee. -4- 6 2.4 FUND TO BE HELD IN TRUST. The Fund shall be held by the Master Trustee in trust and dealt with in accordance with the provisions of this Agreement and ERISA. 2.5 FUND TO BE HELD FOR BENEFIT OF PLAN PARTICIPANTS. Except as may be provided by law for the purpose of returning any of a Participating Employer's contributions or in case any Plan of which this Master Trust forms a part provides for the return of a Participating Employer's contributions in the event such Plan fails to initially qualify under the applicable provisions of the Code, at no time prior to the satisfaction of all liabilities for benefits of any plans under the Master Trust shall any part of the Fund be used for or diverted to purposes other than for the exclusive benefit of participants, retired participants, or their beneficiaries under the Plans and for, the payment of the reasonable expenses of the Plans. 2.6 COMMINGLING. The Master Trustee may commingle the assets attributable to the Plans for which contributions are made under this Agreement if this Agreement is applicable to more than one Plan and may commingle the Fund with funds of other trusts of similar nature created by the Corporation or the Benefit Committee for the exclusive benefit of participants, retired participants or their beneficiaries. Where commingling is effected with other trusts maintained by the Corporation or the Benefit Committee, the combined trust, to the extent that assets are attributable to contributions made under this Agreement, shall be the Fund referred to herein. The Master Trustee shall maintain such records as are necessary in order to maintain a separation of the Fund from the funds of the other trusts maintained by the Corporation or the Benefit Committee and to separate the assets attributable to each of the Plans for which contributions are made under this Agreement. The Corporation shall be responsible for causing sufficient records to be maintained to insure that benefits and liabilities payable with respect to each Plan shall be paid from the assets allocable to each such Plan. Should separation be required, either of the Fund from other trusts maintained by the Corporation, or the Benefit Committee, or of any Plan for which contributions are made under this Agreement from the Fund, the Master Trustee shall make such separation in accordance with generally accepted accounting principles and, where applicable, upon the certification of an actuary. SECTION 3 --------- Administration of the Plan -------------------------- 3.1 PLAN ADMINISTRATOR. The Plans shall be administered by the Plan Administrator who shall have the sole fiduciary duty as to plan administration and the Master Trustee shall not be responsible in any respect for such administration. SECTION 4 --------- Disbursement from the Fund -------------------------- 4.1 DISBURSEMENTS BY MASTER TRUSTEE. The Master Trustee shall make such payments out of the Fund as the Plan Administrator or its delegate(s) may from time to time in writing direct. In the discretion of the Plan Administrator, such payments may be made directly to the person specified by the Plan Administrator or deposited in a checking account maintained by the Plan Administrator for the purpose of making payments to the person, or persons entitled to such payments under the Plans, or to an account maintained by some other entity which the Plan Administrator may designate to make payments. -5- 7 4.2 DIRECTION TO THE MASTER TRUSTEE. Any direction given to the Master Trustee in accordance with this Section need not specify the specific application of the payment to be made, but shall specify that the payment is for the purposes of the Plans or the payment of Plans' expenses. SECTION 5 --------- Allocation of Investment Responsibilities ----------------------------------------- 5.1 ASSET MANAGERS. (a) The Benefit Committee will from time to time, in its sole discretion, appoint one or more Asset Managers to manage specified portions of the Fund. Upon the appointment of each Asset Manager, the Benefit Committee shall so notify the Master Trustee and instruct the Master Trustee in writing to separate into a separate account those assets as to which each Asset Manager has discretion and control. The Asset Manager shall designate in writing the person or persons who are to represent any such Asset Manager in dealings with the Master Trustee. Upon the separation of the assets in accordance with the instructions of the Benefit Committee, the Master Trustee shall thereupon be relieved and released of all investment duties, responsibilities and liabilities normally and statutorily incident to a Master Trustee as to such Directed Funds, and, as to such Directed Funds, the Master Trustee shall act as custodian. Except as otherwise provided by the Benefit Committee in writing from time to time, the Master Trustee shall take no action as to such Directed Funds with respect to the duties or powers allocated to an Asset Manager in Section 6 or Section 7 without receipt of written directions of the Asset Manager. Unless specifically prohibited in writing, the Master Trustee, as custodian, may hold the assets of such Directed Funds in the name of a nominee or nominees. (b) Should an Asset Manager at any time elect to place security transactions directly with a broker or dealer, the Master Trustee shall not recognize such transaction unless and until it has received instructions or confirmation of such fact from the Asset Manager. Should the Asset Manager direct the Master Trustee to utilize the services of any person with regard to the assets under its management or control, such instructions shall be in writing and shall specifically set forth the actions to be taken by the Master Trustee as to such services. (c) In the event that an Asset Manager places security transactions directly or directs the utilization of a service, the Asset Manager shall be solely responsible for the acts of such persons. The sole duty of the Master Trustee as to such transactions shall be incident to its duties as custodian. 5.2 TRANSFER OF ASSETS TO ASSET MANAGERS. (a) Upon receipt of written directions by the Benefit Committee, the Master Trustee shall (i) transfer and deliver such part of the assets of the Fund as may be specified in such writing to any Asset Manager so appointed, and (ii) accept the transfer back to it of any such assets at any time held by an Asset Manager, provided that the Benefit Committee may only direct such transfers as are in conformity with the provisions of the Plans, this Agreement, and ERISA, and Code sections 401(a) and 501(a). Any such written direction shall constitute a certification to the Master Trustee by the Benefit Committee that the transfer so directed is one which the Benefit Committee is authorized to direct and is in conformity with the aforesaid provisions. (b) If any assets are so transferred to the custody of an Asset Manager, such Asset Manager shall undertake and be responsible for all the custodial duties therefor, and such assets shall remain for all purposes a part of the Fund and the Master Trust, and as such, -6- 8 subject to all the terms and provisions of this Agreement. Any Asset Manager receiving such assets may invest any part or all of such assets in units of any collective, common or pooled trust fund operated or maintained by a bank or trust company, including the Investment Manager or any affiliate of the Investment Manager, exclusively for the commingling and collective investment of moneys or other assets held under or as part of a plan which is established in conformity with and qualifies under Code section 401(a). Notwithstanding the provisions of this Agreement which place restrictions upon the actions of the trustee, or the Asset Manager, to the extent moneys or other assets are utilized to acquire units of any collective trust, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the Master Trustee of such collective trust, and to the extent required by law, such terms, responsibilities and powers shall be incorporated herein by reference and shall be part of this Agreement. For the purposes of valuation of any interest under the Plans of which this Master Trust forms a part, the value of the interest maintained by the Fund in such collective trust shall be the fair market value of the collective fund units held determined in accordance with generally recognized valuation procedures. (c) The Master Trustee shall have no duty or responsibility as to the safekeeping of such assets or as to the investment and reinvestment of the same, except that the Master Trustee shall require such statements and reports from such Asset Manager as may be necessary to enable the Master Trustee and the Plan Administrator to carry out their recordkeeping and reporting duties under this Agreement. The Master Trustee shall enter into and execute such agreements, receipts and releases as shall be required to carry out the directions of the Benefit Committee with respect to the transfer of any assets of the Fund to or from an Asset Manager in accordance with this Section 5.2. 5.3 THE MASTER TRUSTEE. Subject to investment policies, objectives and guidelines set forth in Section 6.1 or communicated to the Master Trustee by the Benefit Committee as contemplated by this Section 5, the Master Trustee shall from time to time invest and reinvest the Discretionary Fund described in Appendix D and keep it invested in accordance with the terms of this Agreement and such policies, objectives and guidelines. SECTION 6 --------- Investment Accounts ------------------- 6.1 ESTABLISHMENT OF INVESTMENT ACCOUNTS. The Benefit Committee shall direct the Master Trustee to establish on its books and records accounts sufficient to accommodate investment options, available to the employees. The Benefit Committee shall establish an investment purpose for each account, either by separate written designation or through an agreement between the Benefit Committee and the Master Trustee that shall incorporate therein the investment purposes and, if applicable, the investment restrictions which the Plan provides as to investment options. The Master Trustee shall initially establish and maintain such investment funds as described in Appendix D. Should the Benefit Committee direct the Master Trustee to establish additional special investment accounts or funds, the Benefit Committee shall direct the Master Trustee as to the nature and objectives that such account or fund is to achieve. The Benefit Committee, in the manner provided in Section 15.1, may delegate to a special investment committee the power to direct the general investment philosophy as to such special accounts or funds. In the investment of any special account or fund, the Master Trustee may utilize all or any part of the -7- 9 collective investment fund provided in subsection 7.3(g) in the same manner and according to the same terms as therein set forth. 6.2 QUALIFYING EMPLOYER SECURITIES. All amounts received by the Master Trustee which are directed by the Benefit Committee to be placed in an account which has as its investment purpose investment in Qualifying Employer Securities or any amount received by the Master Trustee as a result of holding such Qualifying Employer Securities shall be invested in accordance with the provisions of Appendix D dealing with Qualifying Employer Securities. 6.3 ALLOCATION OF CONTRIBUTIONS. The Benefit Committee shall, upon the making of any contribution to this Master Trust by a Participating Employer, or, if applicable, a Participant, or both, instruct the Master Trustee in writing of the manner that such contribution is to be allocated between the funds or accounts previously established. In addition, from time to time the Benefit Committee may direct the Master Trustee to transfer moneys from any of the funds or accounts to be credited to another. The Master Trustee, as promptly as possible, shall comply with the directions of the Benefit Committee. The Master Trustee is specifically authorized to establish such additional funds or accounts for the purpose of investment as the Benefit Committee shall direct from time to time. The Master Trustee is further authorized to transfer from any such fund or existing fund or funds any and all amounts as may be directed by the Benefit Committee from time to time. 6.4 RESPONSIBILITY OF MASTER TRUSTEE. The Master Trustee shall not be responsible nor liable to establish or maintain a record or account in the name of any individual Participant. The Master Trustee shall not be required to establish the value of any Participant's individual interest in the Fund or any account established hereunder. Should the Master Trustee and the Benefit Committee or the Corporation agree that the Master Trustee shall maintain individual account records, such agreement shall be separate and apart from the terms of this Trust. Such an agreement shall not be construed as implying any duty upon the Master Trustee hereunder even though the Master Trustee, in its corporate capacity as record keeper for the accounts of individual participants, shall have the right, power or duty to issue instructions or directions as to the disposition or distribution of any assets held hereunder. 6.5 ACCOUNTS AS SEPARATE TRUSTS. For the purposes of application of this Agreement, each fund or account created hereunder shall be considered a separate trust insofar as the application of powers granted the Master Trustee. Notwithstanding the provisions of this Agreement which establishes powers and duties with regard to the Master Trust as a whole, the Master Trustee shall exercise such of those powers as are consistent with the investment purposes of each account. Where applicable or required, the Master Trustee with the Benefit Committee's consent may subdivide any account as may be required to fulfill either its duties hereunder or the instructions of the Benefit Committee. SECTION 7 --------- Investment of the Fund ---------------------- 7.1 STANDARD OF CARE. The Master Trustee, each Asset Manager, the Benefit Committee and any other Named Fiduciary shall discharge their respective investment duties as provided under Sections 5 and 6 hereof with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims and by diversifying the investments held hereunder consistent with investment policies, objectives and -8- 10 guidelines so as to minimize the risk of large losses, unless it would be clearly not prudent to diversify. 7.2 WAIVER OF INVESTMENT RESTRICTIONS. Such investment and reinvestment shall not be restricted to securities or property of the character authorized for investments by Master Trustees or asset managers under any statute or other laws of any state, district or territory. 7.3 GRANT OF INVESTMENT POWERS. In addition to any power granted to trustees or asset managers under any statute or other laws, such laws and statutes if necessary being incorporated herein by reference, the Master Trustee's, and each Asset Manager's investment powers may, unless restricted in writing by the Benefit Committee, include, but shall not be limited to, investment in the following: (a) domestic or foreign common and preferred stocks and options thereon, as well as warrants, rights and preferred stocks convertible into common stock, regardless of where or how traded; (b) corporate bonds and debentures and any such securities which are convertible into common stock, domestic or foreign; (c) bonds or other obligations of the United States of America or any foreign nation, and any agencies thereof, or any bonds or other obligations which are directly or indirectly guaranteed by the United States or any foreign nation, or any agency thereof; (d) notes of any nature, of foreign or domestic issuers; (e) savings accounts, certificates of deposit and other types of time deposits, bearing a reasonable rate of interest based upon the duration, amount, type and geographical area, with any financial institution or quasi-financial institution or any department of the same, either domestic or foreign, under the supervision of the United States or any State, including any such financial institution owned, operated or maintained by the Master Trustee in its corporate or association capacity (including any department or division of the same) or a corporation or association affiliated with the same; (f) any collective or common trust fund or composite security owned, operated and maintained by the Master Trustee, including, but not limited to, demand notes, short-term notes and cash equivalent funds; (g) any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of moneys or other assets of employees' pension and profit sharing trusts exempt from tax under Code section 501(a) by reason of qualifying under Code section 401(a) including any such fund operated or maintained by the Master Trustee. Notwithstanding the provisions of this Agreement which place restrictions upon the actions of the Master Trustee or an Investment Manager, to the extent moneys or other assets are utilized to acquire units of any collective trust, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective trust and, to the extent required by law, such terms, responsibilities and powers shall be incorporated herein by reference and shall be part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in such collective trust shall be the fair market value of the collective fund units held, determined in accordance with generally recognized valuation procedures; -9- 11 (h) individual or group insurance policies and contracts including, but not limited to, life insurance, annuity (fixed or variable) and investment policies and contracts, but only if directed by the Benefit Committee or another Named Fiduciary, as appropriate, to purchase or retain such policies and contracts. 7.4 MAINTENANCE OF CASH BALANCES. The Master Trustee shall keep such portion of the Fund in cash or cash balances as may be specified from time to time in a written request from the Plan Administrator or as required by the Benefit Committee to meet contemplated payments from the Fund. The Master Trustee shall invest such cash balances and any other portions of the Fund which may be in cash or cash balances in accordance with such investment policies, objectives and guidelines as may be communicated to the Master Trustee from time to time by the Benefit Committee pursuant to Section 5. The Master Trustee shall not be liable for interest on any reasonable cash balances so maintained. SECTION 8 --------- Powers of the Master Trustee, Asset Managers and the Named Fiduciary -------------------------------------- 8.1 QUALIFYING EMPLOYER SECURITIES ACCOUNTS. With respect to accounts established to invest in Qualifying Employer Securities, the Master Trustee shall act only in accordance with the procedures set forth in the Plans, Appendix D, and with respect to the right to vote, the right to tender in the event of a tender offer or the exercise of certain other rights concerning such securities, Appendix E. 8.2 GENERAL POWERS. As to all assets other than Qualifying Employer Securities, the Master Trustee shall have and exercise the following powers and authority in the administration of the Fund only on the direction of an Asset Manager and the Benefit Committee where such powers and authority relate to a Directed Fund and in its sole discretion where such powers and authority relate to a Discretionary Fund: (a) to purchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property; (b) to sell, exchange, convey, transfer, lend, or otherwise dispose of any property held in the Fund and to make any sale by private contract or public auction; and no person dealing with the Master 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; (c) to vote in person or by proxy any stocks, bonds or other securities held in the Fund; (d) to exercise any rights appurtenant to any such stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to make any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in other forms of options with respect to any options which the Fund has outstanding at any time; (e) to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties of which the Fund may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to -10- 12 pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not Master Trustees would be authorized to invest in such securities or property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same, without any duty to sell; (f) to insure, according to customary standards, any property held in the Fund for any amount and to pay any premiums required for such coverage; (g) to purchase or otherwise acquire and make payment therefor from the Fund any bond or other form of guarantee or surety required by any authority having jurisdiction over this Trust and its operation, or believed by the Master Trustee or Asset Manager to be in the best interests of the Fund, except the Master Trustee or Asset Manager may not obtain any insurance whose premium obligation extends to the Fund which would protect the Master Trustee or Asset Manager against its liability for breach of fiduciary duty; (h) to enter into any type of contract with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Master Trustee shall be considered to be a party to this Agreement and shall only be bound by and held accountable to the extent of its contract with the Master Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Master Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Master Trustee, as shall be directed by the Master Trustee. Where applicable, the Master Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Fund for safekeeping or custodian purposes only; (i) to lend the assets of the Fund to participants of the Plan. The Benefit Committee shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. Section 1601 et seq., compliance with the record retention requirements promulgated under the Equal Credit Opportunity Act, 15 U.S.C. Section 1691 et seq. and its implementing regulation, Regulation B, 12 C.F.R. part 202; acting as agent for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Master Trustee to take specified actions; and maintenance of accounts and records regarding interest and principal payments on notes. The Master Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Benefit Committee or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures, as it deems appropriate. 8.3 SPECIFIC POWERS OF THE MASTER TRUSTEE. The Master Trustee shall have the following powers and authority, to be exercised in its sole discretion with respect to the Fund: (a) to appoint agents, custodians, depositories or counsel, domestic or foreign, as to part or all of the Fund and functions incident thereto where, in the sole discretion of the Master Trustee, such delegation is necessary in order to facilitate the operations of the Fund and such -11- 13 delegation is not inconsistent with the purposes of the Fund or in contravention of any applicable law. To the extent that the appointment of any such person or entity may be deemed to be the appointment of a fiduciary, the Master Trustee may exercise the powers granted hereby to appoint as such a fiduciary any person or entity, including, but not limited to, the Benefit Committee or the Corporation, notwithstanding the fact that such person or entity is then considered a fiduciary, a party in interest or a disqualified person within the meaning of the applicable provisions of ERISA. Upon such delegation, the Master Trustee may require such reports, bonds or written agreements as it deems necessary to properly monitor the actions of its delegate; (b) to cause any investment, either in whole or in part, in the Fund to be registered in, or transferred into, the Master Trustee's name or the names of a nominee or nominees, including but not limited to that of the Master Trustee, a clearing company, or a depository, or in book entry form, or to retain any such investment unregistered or in a form permitting transfer by delivery, provided that the books and records of the Master Trustee shall at all times show that such investments are a part of the Fund; and to cause any such investment, or the evidence thereof, to be held by the Master Trustee, in a depository, in a clearing company, in book entry form, or by any other entity or in any other manner permitted by law; (c) to make, execute and deliver, as Master Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers; (d) to defend against or participate in any legal actions involving the Fund or the Master Trustee in its capacity stated herein, in the manner and to the extent it deems advisable, the costs of any such defense or participation to be borne by the Fund, unless paid by the Corporation in accordance with Section 11; provided however, the Master Trustee shall notify the Benefit Committee of all such actions and the Benefit Committee may, in its sole discretion, determine against the incurrence of any such legal fees and expenses which may be incurred beyond those necessary to protect the Fund against default or immediate loss and may participate in the selection of and instructions to legal counsel; (e) to form corporations and to create trusts, to hold title to any security or other property, to enter into agreements creating partnerships or joint ventures for any purpose or purposes determined by the Master Trustee to be in the best interests of the Fund; (f) to establish and maintain such separate accounts in accordance with the instructions of the Plan Administrator for the proper administration of the Plans, or as determined to be necessary by the Master Trustee. Such accounts shall be subject to the general terms of this Agreement, unless the Master Trustee is notified of a contrary intent by the Plan Administrator or the Benefit Committee in writing; and (g) to generally take all action, whether or not expressly authorized, which the Master Trustee may deem necessary or desirable for the protection of the Fund. 8.4 MAINTENANCE OF INDICIA OF OWNERSHIP. The Master Trustee shall not maintain indicia of ownership of any asset of the Fund held by it outside the jurisdiction of the District Courts of the United States unless such holding is approved through ruling or regulations promulgated under ERISA by the Secretary of Labor. -12- 14 8.5 THIRD PARTY TRANSACTIONS. In addition, and not by way of limitation, the Master Trustee shall have any and all powers and duties concerning the investment, retention or sale of property held in trust as if it were absolute owner of the property, and no restrictions with regard to the property so held shall be implied, warranted or sustained by reason of this Agreement; provided, however, at no time shall the exercise of such powers and duties establish any evidence which would permit a third party to assert a right, title or interest superior to that of the Plans in the property held in the Fund. SECTION 9 --------- Discretionary Powers -------------------- 9.1 MASTER TRUSTEE GRANTED DISCRETION. The Master Trustee is hereby granted any and all discretionary powers not explicitly or implicitly conferred by this Agreement which it may deem necessary or proper for the protection of the property held hereunder. SECTION 10 ---------- Prohibited Transactions ----------------------- 10.1 TRANSACTIONS WHICH ARE PROHIBITED. Notwithstanding any provision of this Agreement, either appearing before or after this Section, the Master Trustee shall not engage in or cause the Trust to engage in any transaction if it knows or should know, that such transaction constitutes a direct or indirect prohibited transaction, as defined in ERISA section 406 or Code section 4975 except to the extent there exists a statutory or administrative prohibited transaction exemption. 10.2 PROVISION OF ANCILLARY SERVICES BY MASTER TRUSTEE. Notwithstanding the foregoing, the Master Trustee may, in addition to the services rendered in conjunction with its duties and responsibilities as Master Trustee under the terms of this Agreement, provide such ancillary services as meet the following standards: (a) there have been adopted by the Master Trustee internal safeguards which assure that such ancillary services are consistent with sound banking and financial practices as determined by the appropriate banking authority; (b) the ancillary services are provided in accordance with guidelines which are intended to meet the standards established by the appropriate banking authority; and (c) the compensation received by the Master Trustee for such services is reasonable and established in an arm's-length manner. SECTION 11 ---------- Expenses, Compensation and Taxes -------------------------------- 11.1 COMPENSATION AND EXPENSES OF THE MASTER TRUSTEE. The Master Trustee shall be entitled to such reasonable compensation for services rendered by it in accordance with the schedule of compensation as agreed upon by the Benefit Committee and the Master Trustee from time to time together with all reasonable expenses incurred by the Master Trustee as a result of the execution of its duties hereunder, including, but not limited to, legal and accounting -13- 15 expenses, expenses incurred as a result of disbursements and payments made by the Master Trustee, and reasonable compensation for agents, counsel or other services rendered to the Master Trustee by third parties and expenses incident thereto. 11.2 PAYMENT FROM THE FUND. (a) EXCEPT AS PROVIDED IN PARAGRAPH (b) BELOW, PROPERLY APPROVED REASONABLE FEES AND EXPENSES OF ANY OF THE FOLLOWING SHALL BE PAID FROM THE FUND AND SHALL CONSTITUTE A CHARGE ON THE FUND UNTIL SO PAID: THE MASTER TRUSTEE, ANY OTHER MASTER TRUSTEE, ANY INVESTMENT MANAGER, ANY FEES FROM THE PLAN'S AUDITORS, ANY FEES FROM THE PLAN'S RECORDKEEPER, LEGAL FEES, ANY INVESTMENT ADVISOR AND ANY OTHER COSTS AND FEES RELATED TO THE FUND; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE FUND PAY ANY SUCH FEES OR EXPENSES INCURRED: (1) FOR PREPARATION OR PROSECUTION OF ANY ACTION AGAINST THE CORPORATION, THE PLANS, THE PLAN ADMINISTRATOR OR ANY MEMBER OF THE BENEFIT COMMITTEE, OR (2) 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 PLANS OR OUT OF ANY ALLEGED WRONGFUL ACT AGAINST THE PLANS. NEITHER THE PLAN ADMINISTRATOR NOR ANY MEMBER OF THE BENEFIT COMMITTEE SHALL BE COMPENSATED FROM THE PLANS BUT MAY BE COMPENSATED BY THE CORPORATION FOR SERVICES RENDERED ON BEHALF OF THE PLANS. THE CORPORATION MAY, IF IT DEEMS NECESSARY, PAY THESE FEES AND EXPENSES DIRECTLY AND MAY OR MAY NOT SEEK REIMBURSEMENT FROM THE FUND. (b) BROKERAGE FEES, COMMISSIONS, STOCK TRANSFER TAXES AND OTHER CHARGES AND EXPENSES INCURRED IN CONNECTION WITH TRANSACTIONS RELATED TO THE ACQUISITION OR DISPOSITION OF PROPERTY FOR OR OF THE MASTER TRUST, INCLUDING ANY PART SEGREGATED IN AN INVESTMENT MANAGER ACCOUNT, OR DISTRIBUTIONS THEREFROM SHALL BE PAID FROM THE FUND, INCLUDING ANY PART SEGREGATED IN AN INVESTMENT MANAGER ACCOUNT. TAXES, IF ANY, PAYABLE BY THE MASTER TRUSTEE ON THE ASSETS AT ANY TIME HELD IN THE FUND OR ON THE INCOME THEREOF SHALL BE PAID FROM THE FUND. (c) THE FREQUENCY OF THE BILLING OF A PARTICULAR EXPENSE, THE PARTICULAR INVESTMENT ACCOUNT TO BE CHARGED AND THE BASIS OF THE EXPENSE ALLOCATION SHALL BE GOVERNED BY THE PROVISIONS OF APPENDIX C; WHICH APPENDIX MAY BE AMENDED, FROM TIME TO TIME, BY THE BENEFIT COMMITTEE; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT SHALL AFFECT EXPENSES CHARGED AGAINST AN INVESTMENT VEHICLE PRIOR THE MASTER TRUSTEE'S RECEIPT OF NOTICE OF THE AMENDMENT. 11.3 PAYMENT OF TAXES. The Master Trustee shall notify the Benefit Committee upon receipt of notice with regard to any proposed tax deficiencies or any tax assessments which it receives on any income or property in the Fund and, unless notified to the contrary by the Benefit Committee within thirty (30) days, shall pay any such assessments. If the Benefit Committee notifies the Master Trustee within said period that, in its opinion or the opinion of counsel, such assessments are invalid or that they should be contested, then the Master -14- 16 Trustee shall take whatever action is indicated in the notice received from the Benefit Committee or counsel, including contesting the assessment or litigating any claims. SECTION 12 ---------- Accounts, Books and Records of the Fund --------------------------------------- 12.1 RECORDKEEPING DUTY OF MASTER TRUSTEE. The Master Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder, and all accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the Benefit Committee. 12.2 PERIODIC REPORTS. In addition, within sixty (60) days following the close of each fiscal year of the Fund, or following the close of such other period as may be agreed upon between the Master Trustee and the Benefit Committee, and within one hundred twenty (120) days, or such other agreed upon period, unless such period be waived, after the removal or resignation of the Master Trustee as provided for in this Agreement, the Master Trustee shall file with the Plan Administrator and the Benefit Committee, a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year or other annual period or during the period from the close of the preceding fiscal year or other preceding period to the date of such removal or resignation, including a description of all securities and investment purchases and sales with the cost or net proceeds of such purchases or sales and showing all cash, securities and other property held at the close of such fiscal year or other period, valued currently, and such other information as may be required of the Master Trustee under any applicable law. 12.3 ADDITIONAL ACCOUNTING. Except as provided below, neither the Plan Administrator, Benefit Committee, the Corporation, nor any Participating Employer shall have the right to demand or be entitled to any further accounting different from the normal accounting rendered by the Master Trustee. Further, no participant, beneficiary or any other person shall have the right to demand or be entitled to any accounting by the Master Trustee, other than those to which they may be entitled under the law. The Plan Administrator, Benefit Committee, or the Corporation shall have the right to inspect the Master Trustee's books and records relating to the Fund during normal business hours or to designate an accountant to make such inspection, study, and/or audit with all expenses related thereto to be paid by the Corporation. 12.4 JUDICIAL DETERMINATION OF ACCOUNTS. Nothing contained herein will be construed or interpreted to deny the Master Trustee or the Benefit Committee the right to have the Master Trustee's account judicially determined. 12.5 LIMITATION OF ACTIONS. Notwithstanding any other provision of the Plans or this Agreement, the Master Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after the expiration of six (6) years commencing with the day next following the date that any report is filed with the Secretary of Labor which discloses such error or omission, or, if earlier, six (6) years after the date a party plaintiff did or should have had knowledge of such act or omission. 12.6 FILINGS BY THE PLAN ADMINISTRATOR. For the purposes of this Section, the Master Trustee shall conclusively presume that the Plan Administrator has made or caused to be made, or will make or cause to be made, all Federal filings as of the date required. -15- 17 12.7 DETERMINATION OF FAIR MARKET VALUE. The Master Trustee shall determine the fair market value of the Fund monthly and annually based upon generally accepted accounting principles applicable to trusts of a same or similar nature to the one created herein. 12.8 RETENTION OF RECORDS. All records and accounts maintained by the Master Trustee with respect to the Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such required retention period, the Master Trustee shall have the right to destroy such records and accounts after first notifying the Benefit Committee in writing of its intention and transferring to the Benefit Committee any records and accounts requested. The Master Trustee shall have the right to preserve all records and accounts in original form, or on microfilm, magnetic tape, or any other similar process. SECTION 13 ---------- Fiduciary Duties of Master Trustee ---------------------------------- 13.1 ACKNOWLEDGMENT OF FIDUCIARY DUTY. The Master Trustee acknowledges that it assumes the fiduciary duties established by this Agreement. 13.2 JUDICIAL DETERMINATION. The Master Trustee shall not, however, be liable for any loss to or diminution of the Fund except to the extent that any such loss or diminution results from act or inaction on the part of the Master Trustee which is judicially determined to be due to its negligence or a breach of its fiduciary duties. SECTION 14 ---------- Resignation and Removal ----------------------- 14.1 POWER TO RESIGN OR REMOVE. The Master Trustee may be removed with respect to all, or a part of, the Fund by the Benefit Committee, upon written notice to the Master Trustee to that effect. The Master Trustee may resign as Master Trustee hereunder, upon written notice to that effect delivered to the Benefit Committee. 14.2 NOTICE. Such removal or resignation shall become effective as of the last day of the month which coincides with or next follows the expiration of ninety (90) days from the date of the delivery of such written notice, unless an earlier or later date is agreed upon in writing by the Benefit Committee and the Master Trustee. 14.3 SUCCESSOR APPOINTMENT. In the event of such removal or resignation, a successor master trustee, or a separate trustee or trustees, shall be appointed by the Benefit Committee to become master trustee, or a separate trustee or trustees, as of the time such removal or resignation becomes effective. Such successor master trustee, or separate trustee or trustees, shall accept such appointment by an instrument in writing delivered to the Benefit Committee and the Master Trustee and upon becoming successor master trustee, or separate trustee or trustees, shall be vested with all the rights, powers, duties, privileges and immunities as successor master trustee, or separate trustee or trustees, hereunder as if originally designated as Master Trustee, or separate trustee or trustees, in this Agreement. 14.4 TRANSFER OF FUND TO SUCCESSOR. Upon such appointment and acceptance, the retiring Master Trustee shall endorse, transfer, assign, convey and deliver to the successor master trustee, or separate trustee or trustees, all of the funds, securities and other property then held -16- 18 by it in the Fund, except such amount as may be reasonable and necessary to cover its compensation and expenses as may be agreed to by the Benefit Committee in connection with the settlement of its accounts and the delivery of the Fund to the successor master trustee, or separate trustee or trustees, and the balance remaining of any amount so reserved shall be transferred and paid over to the successor master trustee, or separate trustee or trustees, promptly upon settlement of its accounts, subject to the right of the retiring Master Trustee to retain any property deemed unsuitable by it for transfer until such time as transfer can be made. 14.5 RETENTION OF NONTRANSFERABLE ASSETS. If the retiring Master Trustee holds any property unsuitable for transfer, it shall retain such property, and as to such property alone it shall be a trustee with the successor master trustee, or separate trustee or trustees, its duties and obligations being solely limited to any such property, and it shall not have fiduciary duties of any nature as to assets transferred. Should the successor master trustee, or separate trustee or trustees, accept fiduciary responsibility as to such property, the Master Trustee shall retain only custodian duties as to such property. 14.6 ACCOUNTING. In the event of the removal or resignation of the Master Trustee hereunder, the Master Trustee shall file with the Benefit Committee a statement and report of its accounts and proceedings covering the period from its last annual statement and report, and its liability and accountability to anyone with respect to the propriety of its acts and transactions shown in such written statement and report shall be governed by the terms of this Agreement. SECTION 15 ---------- Actions by the Corporation, the Plan Administrator or Benefit Committee ------------------------------------------- 15.1 ACTION BY CORPORATION. Any action by the Corporation pursuant to this Agreement shall, in accordance with Section 23.1, be evidenced or empowered in writing to the Master Trustee, and the Master Trustee shall be entitled to rely on such writing. 15.2 ACTION BY THE PLAN ADMINISTRATOR OR BENEFIT COMMITTEE. Any action by any person or entity duly empowered to act on behalf of the Plan Administrator or Benefit Committee with respect to any rights, powers or duties specified in this Agreement shall be in writing, signed by such person or by the person designated by the Plan Administrator or Benefit Committee or any other Named Fiduciary, and the Master Trustee shall act and shall be fully protected in acting in accordance with such writing. SECTION 16 ---------- Amendment or Termination ------------------------ 16.1 AMENDMENT OR TERMINATION. The Benefit Committee shall have the right at any time and from time to time by appropriate action: (a) to modify or amend in whole or in part any or all of the provisions of this Agreement upon sixty (60) days' prior notice in writing to the Master Trustee, unless the Master Trustee agrees to waive such notice; provided, however, that no modification or amendment which affects the rights, duties or responsibilities of the Master Trustee may be made without the Master Trustee's consent, or -17- 19 (b) to terminate this Agreement upon sixty (60) days' prior notice in writing delivered to the Master Trustee; provided, further, that no termination, modification or amendment shall permit any part of the corpus or income of the Fund to be used for or diverted to purposes other than for the exclusive benefit of such participants, retired participants and their beneficiaries, except for the return of Participating Employer contributions which are allowed by law. 16.2 TERMINATION OF A PLAN. Should the Corporation notify the Master Trustee of the termination of a Plan by a Participating Employer, the Master Trustee shall distribute all cash, securities and other property then held in the Fund with respect to such Plan, less any amounts constituting charges and expenses payable from the Fund, on the date or dates specified by the Plan Administrator to such persons and in such manner as the Plan Administrator shall direct. In making such distributions, the Master Trustee shall be entitled to assume that such distributions are in full compliance with and are not in violation of any applicable law regulating the termination of any kind whatsoever arising from any distribution made by the Master Trustee at the direction of the Plan Administrator as a result of the termination of this Agreement. 16.3 RETENTION OF NONTRANSFERABLE PROPERTY. The Master Trustee reserves the right to retain such property as is not, in the sole discretion of the Master Trustee, suitable for distribution at the time of termination of this Agreement and shall hold such property as custodian for those persons or other entities entitled to such property until such time as the Master Trustee is able to make distribution. The Master Trustee's duties and obligations with respect to any property held in accordance with the above shall be purely custodial in nature and the Master Trustee shall only be obligated to see to the safekeeping of such property and make a reasonable effort to prevent deterioration or waste of such property prior to its distribution. Upon complete distribution of all property constituting the Fund, this Agreement shall be deemed terminated. 16.4 TERMINATION IN THE ABSENCE OF DIRECTIONS FROM THE PLAN ADMINISTRATOR. In the event no direction is provided by the Plan Administrator with respect to the distribution of a Plan's portion of the Fund upon termination of this Agreement, the Master Trustee shall make such distributions as are specified by the Plan after notice to the Benefit Committee. In the event the Plan is silent as to the distributions to be made upon termination of the Plan or the terms of the Plan are inconsistent with the then applicable law or the Master Trustee cannot obtain a copy of the most recent Plan, the Master Trustee shall distribute the Fund to participants and their beneficiaries under the Plan in an equitable manner that will not adversely affect the qualified status of the Plan under Code section 401(a) or any other statute of similar import and that will comply with any applicable provisions of ERISA regulating the allocation of assets upon termination of plans such as the Plan. The Master Trustee, in such case, reserves the right to seek a judicial and administrative determination as to the proper method of distribution of the Fund upon termination of this Agreement. 16.5 TERMINATION ON CORPORATE DISSOLUTION. If any Participating Employer ceases to exist as a result of liquidation, dissolution or acquisition in some manner, that portion of the Fund attributable to the Plans of the affected Participating Employer shall be distributed as provided above upon termination of a Plan unless a successor to the affected Participating Employer elects to continue the Plan and this Agreement as provided in this Agreement. -18- 20 SECTION 17 ---------- Merger or Consolidation ----------------------- 17.1 MERGER OR CONSOLIDATION OF MASTER TRUSTEE. Any corporation, or national association, into which the Master Trustee may be merged or with which it may be consolidated, or any corporation, or national association, resulting from any merger or consolidation to which the Master Trustee is a party, or any corporation, or national association, succeeding to the trust business of the Master Trustee, shall become the successor of the Master Trustee hereunder, without the execution or filing of any instrument or the performance of any further act on the part of the parties hereto. 17.2 MERGER OR CONSOLIDATION OF CORPORATION OR ANY PARTICIPATING EMPLOYER. Any partnership or corporation into which the Corporation or any Participating Employer may be merged or with which it may be consolidated, or any partnership or corporation succeeding to all or a substantial part of the business interests of the Corporation or any Participating Employer may become the Corporation or any Participating Employer hereunder by expressly adopting and agreeing to be bound by the terms and conditions of the Plan and this Agreement and so notifying the Master Trustee to such effect by submission to the Master Trustee of an appropriate written document. 17.3 MERGER OR CONSOLIDATION OF PLAN. In the event that the Benefit Committee authorizes and directs that the assets of another plan be merged or consolidated with or transferred to a Plan participating in this Master Trust, the Master Trustee shall take no action with regard to such merger, consolidation or transfer until it has been notified in writing that each participant covered under the plan the assets of which are to be merged consolidated or transferred will immediately after such merger, consolidation or transfer be entitled to a benefit either equal to or then greater than the benefit he would have been entitled to had the Plan been terminated. SECTION 18 ---------- Acceptance of Master Trust -------------------------- 18.1 ACCEPTANCE BY MASTER TRUSTEE. Master Trustee accepts the Master Trust created hereunder and agrees to be bound by all the terms of this Agreement. SECTION 19 ---------- Nonalienation of Master Trust ----------------------------- 19.1 MASTER TRUST NOT SUBJECT TO ASSIGNMENT OR ALIENATION. Except as heretofore provided, no Participating Employer, participant or beneficiary of the Plans to which the Master Trust applies shall have any interest in or right to the assets of this Master Trust, and to the full extent of all applicable laws, the assets of this Master Trust shall not be subject to any form of attachment, garnishment, sequestration or other actions of collection afforded creditors of a Participating Employer, participants or beneficiaries. The Master Trustee shall not recognize any assignment or alienation of benefits unless, and then only to the extent, written notices are received from the Plan Administrator. 19.2 PLANS' INTEREST IN MASTER TRUST NOT ASSIGNABLE. The equity or interest of any participating Plan in the Fund shall not be assignable. -19- 21 SECTION 20 ---------- Governing Law ------------- 20.1 GOVERNING LAW. This Agreement shall be construed and enforced, to the extent possible, according to the laws of the State of California, and all provisions hereof shall be administered according to the laws of said State and any federal laws, regulations or rules which may from time to time be applicable. SECTION 21 ---------- Parties to Court Proceedings ---------------------------- 21.1 ONLY BENEFIT COMMITTEE AND MASTER TRUSTEE NECESSARY. To the extent permitted by law, only the Master Trustee and the Benefit Committee shall be necessary parties in any application to the courts for an interpretation of this Agreement or for an accounting by the Master Trustee, and no participant under any Plan of any Participating Employer or other person having an interest in the Fund shall be entitled to any notice or service of process. Any final judgment entered in such an action or proceeding shall, to the extent permitted by law, be conclusive upon all persons claiming under this Agreement or any Plan. SECTION 22 ---------- Subsidiaries and Affiliates --------------------------- 22.1 ADOPTION OF MASTER TRUST BY SUBSIDIARIES AND AFFILIATES. Any Controlled Group Member which is now or may hereafter be organized under the laws of the United States of America, or of any State or Territory thereof, with the approval of the Corporation, by resolution of its own board of directors, may adopt this Agreement, if such subsidiary or affiliate shall have adopted one or more Plans qualified under Code section 401(a). If any such Controlled Group Member so adopts this Agreement, such Controlled Group Member shall be deemed a Participating Employer hereunder and this Agreement shall establish the trust for such Plans as are specified by such Participating Employer and shall constitute a continuation, amendment and restatement of any prior trust for any such Plans. Furthermore, the assets of any such Plans may be commingled with the assets of other Plans held in the Fund pursuant to Section 2.6 hereof. However, the assets of any Plan so held in the Fund shall not be subject to any claim arising under any other Plan, the assets of which are commingled therewith by the Master Trustee for investment purposes, and under no circumstances shall any of the assets of one Plan be available to provide the benefits under another Plan. A separate trust shall be deemed to have been created with respect to each Plan of such Participating Employer. 22.2 SEGREGATION FROM FURTHER PARTICIPATION. Any Participating Employer may, at any time, with the consent of the Corporation, segregate a Plan's trust from further participation in this Agreement. In such event, such Participating Employer shall file with the Master Trustee a document evidencing the segregation of the Plan from the Fund and its continuance of a separate trust in accordance with the provisions of this Agreement as though such Participating Employer were the sole creator thereof. In such event, the Master Trustee shall deliver to itself as Master Trustee of such separate trust such share of the Fund as may be determined by the Master Trustee to constitute the appropriate share of the Fund, as confirmed by the Benefit Committee, then held in respect of the participating employees of such former Participating Employer. Such former Participating Employer may thereafter exercise, in respect of such -20- 22 separate trust, all of the rights and powers reserved to the Benefit Committee under the provisions of this Agreement. The equitable share of any Plan participating in the Fund shall be immediately segregated and withdrawn from the Fund if the Plan ceases to be qualified under Code section 401(a) and the Corporation shall promptly notify the Master Trustee of any determination by the Internal Revenue Service that any such Plan has ceased to be so qualified. 22.3 SEGREGATION OF ASSETS ALLOCABLE TO SPECIFIC EMPLOYEES. The Plan Administrator may at any time direct the Master Trustee to segregate and withdraw the equitable share of any such Plan, or that portion of such equitable share as may be certified to the Master Trustee by the Plan Administrator as allocable to any specified group or groups of employees or beneficiaries. Whenever segregation is required, the Master Trustee shall withdraw from the Fund such assets as it shall in its absolute discretion deem to be equal in value to the equitable share to be segregated. Such withdrawal from the Fund shall be in cash or in any property held in such Fund, or in a combination of both, in the absolute discretion of the Master Trustee. The Master Trustee shall thereafter hold the assets so withdrawn as a separate trust fund in accordance with the provisions of this Agreement, which shall be construed in respect of such assets as if the Participating Employer maintaining such Plan (determined without regard to whether any subsidiaries or affiliates of such Participating Employer have joined in such Plan) has been named as the Benefit Committee hereunder. Such segregation shall not preclude later readmission to the Fund. SECTION 23 ---------- Authorities ----------- 23.1 CORPORATION. Whenever the provisions of this Agreement specifically require or permit any action to be taken by "the Corporation", such action must be authorized by the Board of Directors. Any resolution adopted by the Board of Directors or other evidence of such authorization shall be certified to the Master Trustee by the Secretary or Assistant Secretary of the Corporation, and the Master Trustee may rely upon any authorization so certified until revoked or modified by a further action of the Board of Directors similarly certified to the Master Trustee. 23.2 PARTICIPATING EMPLOYER. Any action required or permitted to be taken under this Agreement by a Participating Employer shall be given by the board of directors thereof in the manner described in Section 23.1. 23.3 BENEFIT COMMITTEE AND PLAN ADMINISTRATOR. The Benefit Committee shall furnish the Master Trustee from time to time with a list of the names and signatures of all Persons (other than the Benefit Committee): authorized to act as the designee of the Benefit Committee under Section 1.1, serving as members of the Benefit Committee; serving as the Plan Administrator; or in any other manner authorized to issue orders, notices, requests, instructions and objections to the Master Trustee pursuant to the provisions of this Agreement. Any such list shall be certified by the Secretary of the Benefit Committee, and may be relied upon for accuracy and completeness by the Master Trustee. Each such Person shall thereupon furnish the Master Trustee with a list of the names and signatures of those individuals who are authorized, jointly or severally, to act for such Person hereunder, and the Master Trustee shall be fully protected in acting upon any notices or directions received from any of them. -21- 23 23.4 INVESTMENT MANAGER. The Benefit Committee shall cause each Investment Manager to furnish the Master Trustee from time to time with the names and signatures of those persons authorized to direct the Master Trustee on its behalf hereunder. 23.5 FORM OF COMMUNICATIONS. Any agreement between the Benefit Committee and any Person (including an Investment Manager) or any other provision of this Agreement to the contrary notwithstanding, all notices, directions and other communications to the Master Trustee shall be in writing or in such other form, including transmission by electronic means through the facilities of third parties or otherwise, specifically agreed to in writing by the Master Trustee, and the Master Trustee shall be fully protected in acting in accordance therewith. 23.6 CONTINUATION OF AUTHORITY. The Master Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change in the Plan Administrator, or membership of the Benefit Committee or terminating the authority of any Person, including any Investment Manager, has occurred. 23.7 NO OBLIGATION TO ACT ON UNSATISFACTORY NOTICE. The Master Trustee shall incur no liability under this Agreement for any failure to act pursuant to any notice, direction or any other communication from any Asset Manager, the Corporation, the Plan Administrator, the Benefit Committee, or any other Person or the designee of any of them unless and until it shall have received instructions in form satisfactory to it. -22- 24 SECTION 24 ---------- Counterparts ------------ 24.1 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart. IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands and seals as of the day and year first above written. THE EMPLOYEE BENEFIT COMMITTEE OF ROCKWELL INTERNATIONAL CORPORATION - Named Fiduciary By _________________________________________________ Name: Title: ROCKWELL INTERNATIONAL CORPORATION - Plan Sponsor By _________________________________________________ Name: Title: FIRST INTERSTATE BANK OF CALIFORNIA - Master Trustee By _________________________________________________ Name: Title: -23- 25 Appendix A Prior Agreements ---------------- Amendatory Trust Agreement effective June 1, 1979 between Rockwell International Corporation and National Bank of Detroit. Amendatory Trust Agreement Number Three effective November 9, 1983 between Rockwell International Corporation and First Interstate Bank of California. Allen-Bradley Savings Plan Trust Agreement effective December 1, 1992 between Allen-Bradley Company and Gene R. Stevens. 26 Appendix B Participating Plans ------------------- Rockwell International Corporation Savings Plan Rockwell Retirement Savings Plan for Certain Employees Allen-Bradley Company Savings Plan for Salaried Employees Allen-Bradley Company Savings Plan for Hourly Employees Allen-Bradley Company Savings Plan for IAM Union Employees 27 Appendix D Investment Funds ---------------- D.1 To the extent directed by the Benefit Committee, the Master Trustee shall establish: (i) A Diversified Fund consisting of all contributions made by Participants under the Plan prior to March 1, 1971, and all subsequent contributions made by Participants under the plan 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 and all contributions made by a Participating Employer to match contributions deducted from the Participant's compensation prior to March 1, 1969; 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 March 1, 1971, 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 Qualifying Employer Securities of the Corporation or a Controlled Group Member contributed by the Corporation or a Participating Employer to match contributions deducted from the Participant's compensation on or after March 1, 1969, and the proceeds and income therefrom; and (iv) A Stock Fund B consisting of all contributions made by Participants under the Plan 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 Stock Fund B, all Qualifying Employer Securities purchased therewith and proceeds and income therefrom; and (v) 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. D.2 To the extent directed by the Benefit Committee, the Master Trustee shall from time to time: (i) Subject to the terms of the Agreement, invest and reinvest the principal and income of the Diversified Fund, without direction and without distinction between principal and income of 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 Master Trustee 28 shall in its discretion determine, provided that the Master Trustee shall not invest such principal and income in any security issued by the Corporation or a Controlled Group Member. Notwithstanding any other provision of this Appendix D, up to 10% of the contributions made after March 1, 1969, to the Diversified Fund may, to the extent directed by the Benefit Committee, be invested by the Master Trustee in any special investment fund maintained by the Master 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 Master Trustee, which is qualified under the provisions of Code section 401(a) and exempt under the provisions of Code section 501(a), 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 Master Trustee shall be subject to all of the provisions of the Agreement, 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 Agreement, as the same may be amended, shall constitute a part of this instrument. The Master 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 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 Master Trustee shall not invest such principal and income in any instrument of debt issued by the Corporation or a Controlled Group Member. The Master 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 Qualifying Employer Securities. Purchases may be made from or through any source (other than the Corporation or a Controlled Group Member) including a Participant. Rights, options or warrants offered to purchase Qualifying Employer Securities shall be exercised by the Master 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 the Corporation or a Controlled Group Member other than Qualifying Employer Securities shall be sold by the Master Trustee on the open market; and (iv) Use all cash in the Stock Fund B only to purchase Qualifying Employer Securities. Purchases may be made from or through any source (other than the Corporation) including a Participant. Rights, options or warrants offered to purchase Qualifying Employer Securities shall be exercised by the Master Trustee in his discretion but only to the extent that there is cash available in the 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 the Corporation or a Controlled Group 29 Member other than Qualifying Employer Securities shall be sold by the Master Trustee on the open market; and (v) Invest and reinvest the principal and income of the Guaranteed Return Fund only in one or more contracts executed by, assumed by, or transferred to the Master 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 Benefit Committee may direct; and (vi) In making all investments pursuant to subsections (i), (ii), (iii), (iv) and (v) above, the Master Trustee (A) shall not, except as provided in Part 4 of Title I of ERISA, 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. D.3 While the provisions of Article XVII of the Rockwell International Corporation Savings Plan are in effect, the Master Trustee shall establish: (i) A Sub Fund A consisting of any cash, securities or other consideration received by the Master Trustee as payment for shares of Qualifying Employer Securities previously held in the Stock Fund A which were tendered or deposited in accordance with Appendix E, 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 Master Trustee as payment for shares of Qualifying Employer Securities previously held in the Stock Fund B which were tendered or deposited in accordance with Appendix E, all property purchased therewith and the proceeds and income therefrom. The Master 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 Master Trustee and any Investment Manager may invest and reinvest the principal and income of the Fixed Income Fund pursuant to Paragraph D.1 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 Master Trustee for Participants in the Sub Fund A or the Sub Fund B pursuant to a tender or deposit of shares of Qualifying Employer Securities in accordance with Appendix E shall be similarly invested and reinvested. 30 Appendix E Voting of Qualifying Employer Securities ---------------------------------------- (a) Except as otherwise provided in this Appendix E, the duty with respect to the voting, retention, and tendering of Qualifying Employer Securities held in the Stock Fund A or the Stock Fund B shall be solely that of the Master Trustee, to be exercised solely in the Master Trustee's discretion. (b) With respect to any matter as to which a vote of the outstanding shares of Qualifying Employer Securities is solicited by proxies, consents or authorizations: (i) Each Participant shall be entitled to direct the Master Trustee, and the Master Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of shares of Qualifying Employer Securities 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 Qualifying Employer Securities 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 Master 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 Corporation will cause to be furnished to each Participant and the Master 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 Corporation 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 Qualifying Employer Securities 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 Master Trustee, to be exercised solely in the Master Trustee's discretion. (c) In the event of any Tender Offer (as defined in Section 17.1 of the Rockwell International Corporation Savings Plan): (i) Each Participant shall be entitled to direct the Master Trustee, and the Master Trustee shall solicit the direction in writing of each Participant, as to the tendering or disposition of any shares of Qualifying Employer Securities 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 Master Trustee shall tender or deposit into a sub-fund established pursuant to Appendix D 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 Qualifying Employer Securities held in the Stock Fund A or the Stock Fund B as to which no timely direction in writing has been 31 received pursuant to paragraph (i) hereof shall be solely that of the Master Trustee to be exercised solely in the Master Trustee's discretion; and (iii) Shares of Qualifying Employer Securities held in the Stock Fund A or the Stock Fund B shall not be tendered or deposited into a sub-fund established pursuant to Appendix D by the Master 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 Qualifying Employer Securities 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 Master Trustee's solicitation of Participants' 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 Qualifying Employer Securities held in the Stock Fund A or the Stock Fund B which have been tendered or deposited into a sub-fund established pursuant to Appendix D pursuant to any such Tender Offer shall be solely that of the Master Trustee, provided that the Master Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Qualifying Employer Securities have been tendered or deposited pursuant to any such Tender Officer as to the withdrawing of, or other exercise of any right to withdraw, such shares of Qualifying Employer Securities, and if such solicitation is made, the Master 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 Master Trustee tenders or deposits into a sub-fund established pursuant to Appendix D any shares of the Qualifying Employer Securities either representing the vested 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). EX-5.A 4 ROCKWELL S-8 1 Exhibit 5-a November 21, 1995 Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, CA 90740 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Rockwell International Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing on this date 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"), 200,000 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Shares") that may be issued in accordance with the Rockwell Retirement Savings Plan for Certain Employees (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinions hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any Common Shares issued and 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. I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware and the Federal laws of the United States. Very truly yours, /s/ William J. Calise, Jr. -----END PRIVACY-ENHANCED MESSAGE-----