-----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, GJ9N0ISwkNhSpSn/UsSz2aqkspKLgZ+rJVKFnv8YjZ9DFOaCog0iIRUjiYJSnzud M5MesmtXGCQ/2AL6QoykdQ== 0000950128-96-000136.txt : 19960207 0000950128-96-000136.hdr.sgml : 19960207 ACCESSION NUMBER: 0000950128-96-000136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19960205 EFFECTIVENESS DATE: 19960224 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00711 FILM NUMBER: 96511390 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 INTER. (HOURLY) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1996 REGISTRATION NO. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ROCKWELL INTERNATIONAL CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) Delaware 95-1054708 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2201 Seal Beach Boulevard 90740-8250 Seal Beach, California (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ------------------ ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY 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)............... 250,000 shs. $58.56(2) $14,640,000(2) $5,049 ====================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate amount of interests to be offered and sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low trading prices for the Common Stock on January 31, 1996, as reported in the New York Stock Exchange--Composite Transactions. ============================================================================== 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which Rockwell International Corporation (Rockwell) has filed (file number 1-1035) with the Securities and Exchange Commission (the Commission), are incorporated herein by reference and made a part hereof: (a) Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1995; (b) Item 1 of the Registration Statement on Form 8-C pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), filed by North American Aviation, Inc. (now Rockwell) April 16, 1967; and (c) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to Section 12(b) or (g) of the Exchange Act, filed January 28, 1988. All documents subsequently filed by Rockwell and the Allen-Bradley Savings and Investment Plan for Hourly Employees (the Plan) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. This Item is not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement, is Senior Vice President, General Counsel and Secretary of Rockwell. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of fiduciary duty as directors, subject to certain limitations (8 Del. G.C.L. sec.102(b)(7) ) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec.145). The third paragraph of Article Eighth of Rockwell's Restated Certificate of Incorporation, as amended, eliminates monetary liability of directors for breach of fiduciary duty as directors to the extent permitted by Delaware law. Section 15 of Article III of the By-Laws of Rockwell and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in substance, for the indemnification of directors, officers, employees and agents of Rockwell to the extent permitted by Delaware law. In addition, Section 11.100 of Article XI of the Plan limits the liability of such persons, and Section 11.110 of Article XI of the Plan provides for indemnification of such persons. Rockwell's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. In addition, Rockwell and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which Rockwell or such persons may be required to make in respect thereof. II-1 3 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, as amended and restated effective March 1, 1996. 4-d-1 --Copy of Trust Agreement made as of September 30, 1995 between the Savings Plan Asset Committee of Allen-Bradley Company, Inc. (the Company) and First Interstate Bank of California, N.A. 4-d-2 --Copy of Trust Agreemend dated as of December 1, 1981 between the Company, as successor by merger to Allen-Bradley Company, and Kenneth W. Krueger, as successor to Gene R. Stevens, Trustee. 4-d-3 --Form of Sucession Agreement to be made effective as of October 1, 1995 among the Company, Kenneth W. Krueger, as Prior Trustee, and NBD Bank as Successor Trustee. 4-e-1 --Copy of Contract No. GA-06021 between New York Life Insurance Company and the Trustees of the Allen-Bradley Employees Savings Plan & Trust. 4-e-2 --Copy of Group Annuity Contract No. 13380 between Metropolitan Life Insurance Company and the Trustees of the Allen-Bradley Employee Savings Plan Trust. 4-e-3 --Copy of Contract No. GA-7157 between The Prudential Insurance Company of America and the Trustee of the Allen-Bradley Employee Savings Plan Trust. 4-e-4 --Form of Contract No. 8384 GAC between John Hancock Mutual Life Insurance Company and First Interstate Bank of California, N.A., as Trustee of the Plan and other of the Company's employee savings plans. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plan is qualified under Section 401 of the Internal Revenue Code, as amended, Rockwell hereby undertakes that (i) its wholly-owned subsidiary, the Company, will submit or has submitted the Plan and any amendment thereto to the IRS in a timely manner and (ii) it has caused or will cause the Company to make all changes to the Plan required by the IRS in order to qualify the Plan. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-6 of this Registration Statement. 23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, is incorporated herein by reference.
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, CALIFORNIA ON THE 5TH DAY OF FEBRUARY, 1996. ROCKWELL INTERNATIONAL CORPORATION By /s/ WILLIAM J. CALISE, JR. ---------------------------------- (WILLIAM J. CALISE, JR., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 5TH DAY OF FEBRUARY, 1996 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 DON H. DAVIS, JR.* Director LEW ALLEN, JR.* Director RICHARD M. BRESSLER* Director JOHN J. CREEDON* Director ROBIN CHANDLER DUKE* Director JUDITH L. ESTRIN* Director WILLIAM H. GRAY, III* Director JAMES CLAYBURN LA FORCE, JR.* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director WILLIAM S. SNEATH* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) LAWRENCE J. KOMATZ* Vice President and Controller (principal accounting officer) * By /s/ WILLIAM J. CALISE, JR. ---------------------------- (WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. 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, CALIFORNIA ON THE 5TH DAY OF FEBRUARY, 1996. ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY 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 of Rockwell International Corporation on Form S-8 and the Prospectus dated February 5, 1996 offering securities covered by this Registration Statement of our reports dated October 31, 1995, appearing and incorporated by reference in the 1995 Annual Report on Form 10-K of Rockwell International Corporation and to the reference to us under the heading "Experts" in that Prospectus. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania February 5, 1996 ------------------ CONSENT OF COUNSEL The consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit 5-a hereto. ------------------ CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectus offering securities covered by this Registration Statement on Form S-8 filed by Rockwell International Corporation in respect of the Allen-Bradley Savings and Investment Plan for Hourly Employees. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, New York 10112 February 5, 1996 II-6 8 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, as amended and restated effective March 1, 1996. 4-d-1 --Copy of Trust Agreement made as of September 30, 1995 between the Savings Plan Asset Committee of Allen-Bradley Company, Inc. (the Company) and First Interstate Bank of California, N.A. 4-d-2 --Copy of Trust Agreemend dated as of December 1, 1981 between the Company, as successor by merger to Allen-Bradley Company, and Kenneth W. Krueger, as successor to Gene R. Stevens, Trustee. 4-d-3 --Form of Succession Agreement to be made effective as of october 1, 1995 among the Company, Kenneth W. Krueger, as Prior Trustee, and NBD Bank as Successor Trustee. 4-e-1 --Copy of Contract No. GA-06021 between New York Life Insurance Company and the Trustees of the Allen-Bradley Employees Savings Plan & Trust. 4-e-2 --Copy of Group Annuity Contract No. 13380 between Metropolitan Life Insurance Company and the Trustees of the Allen-Bradley Employee Savings Plan Trust. 4-e-3 --Copy of Contract No. GA-7157 between The Prudential Insurance Company of America and the Trustee of the Allen-Bradley Employee Savings Plan Trust. 4-e-4 --Form of Contract No. 8384 GAC between John Hancock Mutual Life Insurance Company and First Interstate Bank of California, N.A., as Trustee of the Plan and other of the Company's employee savings plans. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plan is qualified under Section 401 of the Internal Revenue Code, as amended, Rockwell hereby undertakes that (i) its wholly-owned subsidiary, the Company, will submit or has submitted the Plan and any amendment thereto to the IRS in a timely manner and (ii) it has caused or will cause the Company to make all changes to the Plan required by the IRS in order to qualify the Plan. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-6 of this Registration Statement. 23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of Rockwell, filed as Exhibit 24 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, is incorporated herein by reference.
EX-4.C 2 ROCKWELL INTER. 1 Exhibit 4-c ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES (AMENDED AND RESTATED AS OF MARCH 1, 1996) 2 ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES TABLE OF CONTENTS PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.010 "ACCOUNTS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.020 "ADMINISTRATIVE COMMITTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.030 "AFFILIATED COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.040 "AVERAGE CONTRIBUTION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.050 "AVERAGE DEFERRAL PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.060 "BASE COMPENSATION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.070 "BENEFICIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.080 "BOARD OF DIRECTORS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.090 "BREAK IN SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.100 "CODE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.110 "COMMON STOCK" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.120 "COMMON UNIT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.130 "COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.140 "COMPANY CONTRIBUTION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.150 "COMPANY CONTRIBUTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.160 "COMPENSATION DEDUCTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.170 "COMPENSATION DEDUCTION CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.180 "COMPENSATION DEFERRAL ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.190 "COMPENSATION DEFERRAL CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.200 "CONSOLIDATED NET SALES" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.210 "DEDUCTION ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.220 "DEDUCTION LIMITATION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.230 "DEFERRAL ACCOUNTS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.240 "DEFERRAL CONTRIBUTION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.250 "DEFERRAL LIMITATION PERCENTAGE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.260 "DIVERSIFIED FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.270 "DIVESTED COMPONENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.280 "EFFECTIVE DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.290 "ELIGIBLE EMPLOYEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.300 "ELIGIBLE RETIREMENT PLAN" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.310 "EMPLOYEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.320 "EMPLOYMENT COMMENCEMENT DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.330 "EMPLOYMENT SEVERANCE DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.340 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.350 "FIXED INCOME FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
- i - abnonrepsav.'96 3 1.360 "GUARANTEED RETURN FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.370 "HIGHLY COMPENSATED PARTICIPANTS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.380 "INTERMEDIATE TERM BOND FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.390 "INVESTMENT FUNDS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.400 "INVESTMENT MANAGER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.410 "INVESTMENT MANAGER ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.420 "LAYOFF" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.430 "MATERNITY OR PATERNITY LEAVE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.440 "NAMED FIDUCIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.450 "PARTICIPANT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.460 "PLAN" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.470 "PLAN ADMINISTRATOR" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.480 "PLAN COMMITTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.490 "PLAN YEAR" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.500 "REEMPLOYMENT DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.510 "RETIREE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.520 "RETIREMENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.530 "ROCKWELL" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.540 "ROCKWELL AUTOMATION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.550 "ROLLOVER ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.560 "STOCK FUND A" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.570 "STOCK FUND B" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.580 "SUPPLEMENTAL DEFERRAL ACCOUNT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.590 "SUPPLEMENTAL DEFERRAL CONTRIBUTION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.600 "TENDER OFFER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.610 "TRANSFER CONTRIBUTIONS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.620 "TRUST AGREEMENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.630 "TRUST FUND" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.640 "TRUSTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.650 "UNIT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.660 "VALUATION DATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.670 "VESTING SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE II PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 2.010 ELIGIBLE EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 2.020 DEFERRAL AND DEDUCTION CONTRIBUTION ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 2.025 TRANSFER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.028 ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.040 CHANGES OF EMPLOYEE CONTRIBUTION ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.050 INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.060 CHANGES IN INVESTMENT ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 2.070 TRANSFER OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE III COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 3.010 MATCHING AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ii 4 3.020 APPLICATION OF FORFEITURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.010 PARTICIPANT'S ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.020 CREDITING OF UNITS TO ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.030 UNIT VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.040 BALANCE OF PARTICIPANT'S ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 4.050 STATEMENTS OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 5.010 VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 5.020 RETIREMENT, DEATH, LAYOFF, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 5.025 FORM OF DISTRIBUTIONS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 5.030 SPECIAL DISTRIBUTION PROVISION FOR PRE-10/1/95 ACCOUNT BALANCES . . . . . . . . . . . . . . . . . . . . . . . 29 5.035 EMPLOYEES OF DIVESTED COMPONENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.040 TERMINATION OF EMPLOYMENT FOR OTHER REASONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.050 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 5.060 TRANSFER OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN . . . . . . . . . . . . . . . . . . . . . . . . 33 5.070 VALUATION DATES FOR DOMESTIC RELATIONS ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 6.010 WITHDRAWALS FROM ACCOUNTS BY PARTICIPANTS UNDER AGE 59-1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . 34 6.020 WITHDRAWAL FROM ACCOUNTS BY PARTICIPANTS OVER AGE 59-1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 6.040 ALLOCATION OF WITHDRAWALS AMONG INVESTMENT AND STOCK FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . 37 6.050 HARDSHIP WITHDRAWALS FROM DEFERRAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 6.060 TRANSFERS TO ELIGIBLE RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 6.070 LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 ARTICLE VII [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ARTICLE VIII SUSPENSION OF SAVINGS AND CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.010 VOLUNTARY SUSPENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.020 INVOLUNTARY SUSPENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 ARTICLE IX DESIGNATION OF AND PAYMENT TO A BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.010 DESIGNATION OF A BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.020 PAYMENT TO A BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ARTICLE X TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 10.010 ESTABLISHMENT OF TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 10.020 INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUND A AND STOCK FUND B . . . . . . . . . . . . . . . . . . . . . . . . . . 46 10.040 FORM OF TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 10.050 RIGHTS IN THE TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
iii 5 10.060 TAXES, FEES AND EXPENSES OF THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 ARTICLE XI ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.010 GENERAL ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.020 PLAN COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.030 PLAN COMMITTEE RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.040 FUNDING POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.050 ALLOCATION AND DELEGATION OF DUTIES UNDER PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.060 PLAN COMMITTEE POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 11.070 PLAN ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 11.080 RELIANCE UPON DOCUMENTS AND OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 11.090 REQUIREMENT OF PROOF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 11.100 LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 11.110 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 11.120 MULTIPLE FIDUCIARY CAPACITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 11.130 MAILING AND LAPSE OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 11.140 NON-ALIENATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 11.150 ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 11.160 NOTICES AND COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 11.170 COMPANY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 11.180 PAYMENTS ON BEHALF OF INCOMPETENT PARTICIPANTS OR BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . . . . 53 ARTICLE XII PARTICIPANT'S CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 12.010 REQUIREMENT TO FILE CLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 12.020 APPEAL OF DENIED CLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 ARTICLE XIII AMENDMENT, MERGERS, TERMINATION, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13.010 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13.020 TRANSFER OF ASSETS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13.030 MERGER RESTRICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13.040 SUSPENSION OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13.050 DISCONTINUANCE OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 13.060 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 ARTICLE XIV STATUTORY LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 14.010 ANNUAL LIMITS OF PARTICIPANTS' ACCOUNT INCREASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 14.020 LIMITS AS TO COMBINED PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 14.030 COMBINING SIMILAR PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 14.040 ADJUSTMENT TO DEFERRAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 ARTICLE XV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 15.010 BENEFITS PAYABLE ONLY FROM TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 15.020 REQUIREMENT FOR RELEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 15.030 TRANSFERS OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 15.040 QUALIFICATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 15.050 INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
iv 6 ARTICLE XVI TENDER OFFERS: PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 16.010 APPLICABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 16.020 ADDITIONAL DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 16.030 ESTABLISHMENT AND INVESTMENT OF SUB FUND A AND SUB FUND B . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 16.040 MAINTENANCE AND VALUATION OF SUB FUND A AND SUB FUND B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 16.050 BENEFITS PAYABLE FROM SUB FUNDS AT TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 62 16.060 DISTRIBUTIONS FROM THE PLAN UNDER SECTION 6.010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 16.080 WITHDRAWALS FROM DEFERRAL ACCOUNTS UNDER SECTION 6.030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ARTICLE XVII TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 17.010 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 17.020 APPLICATION OF THIS ARTICLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 17.030 ADJUSTMENT OF LIMITATION ON ANNUAL BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
v 7 ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES (amended and restated as of March 1, 1996) PREAMBLE THE PLAN AND EFFECTIVE DATE. The Plan hereinafter described constitutes a savings plan for certain hourly employees of Allen-Bradley Company, Inc. and is a successor to the Allen-Bradley Employee Savings Plan. The purpose of the Plan is to encourage and assist the said hourly employees of the Company in adopting a regular savings program and to help provide security for them upon retirement. The Effective Date of the Plan is December 1, 1982. The Plan, formerly known as the Allen-Bradley Employee Savings Plan for Hourly Employees, was most recently amended effective October 1, 1995 and is now again amended and restated effective as of March 1, 1996. The provisions of the Plan as in effect from time to time prior to March 1, 1996 apply to the related periods prior to such date for all purposes, except as specifically provided in the Plan. 8 ARTICLE I DEFINITIONS 1.010 "ACCOUNTS" means the Participant's Company Contribution Account, Compensation Deferral Account, Supplemental Deferral Account, Compensation Deduction Account and Rollover Accounts, as applicable. 1.020 "ADMINISTRATIVE COMMITTEE" means the committee appointed by the Plan Committee and assigned power and authority under Sections 2.030 and 6.030. 1.030 "AFFILIATED COMPANY" means Allen-Bradley Company, Inc. and: (a) Rockwell International Corporation; (b) any corporation incorporated under the laws of one of the United States of America of which Allen-Bradley Company, Inc. or Rockwell owns, directly or indirectly, eighty percent (80%) or more of the combined voting power of all classes of stock or eighty percent (80%) or more of the total value of the shares of all classes of stock (all within the meaning of section 1563 of the Code.); (c) any partnership or other business entity organized under such laws, of which Allen-Bradley Company, Inc. or Rockwell owns, directly or indirectly, eighty percent (80%) or more of the voting power or eighty percent (80%) or more of the total value (all within the meaning of section 414(c) of the Code); and (d) any other company deemed to be an Affiliated Company by the Board of Directors of Rockwell. 1.040 "AVERAGE CONTRIBUTION PERCENTAGE" for each group of Participants with contribution elections under Section 2.020(a)(ii) shall in each case be the average of the percentages, calculated separately for each Participant in such group, which percentage, for any Plan Year, is equal to the sum of (a) and (b), divided by (c): (a) the amount the Participant has elected to contribute pursuant to Section 2.020(a)(ii); (b) the amount of Company Contributions payable to the Participant's Company Contribution Account in respect of his or her elections under Section 2.020(a); (c) the Participant's compensation (as such term is defined in section 414(s) of the Code and subject to such election as is made by the Plan Administrator with respect thereto pursuant to paragraph (2) thereof) for that Plan Year. - 2 - abnonrepsav.'96 9 1.050 "AVERAGE DEFERRAL PERCENTAGE" for each group of Participants with deferral elections under Section 2.020(a)(i) shall in each case be the average of the percentages, calculated separately for each Participant in such group, of the compensation (as such term is defined in section 414(s) of the Code and subject to such election as is made by the Plan Administrator with respect thereto pursuant to paragraph (2) thereof) that the Participant has elected to defer for the Plan Year pursuant to Section 2.020(a)(i). 1.060 "BASE COMPENSATION" means the Participant's compensation, not in excess of One Hundred and Fifty Thousand Dollars ($150,000) or such other amount as has been or may be established pursuant to section 401(a)(17) of the Code, in any calendar year, including any amount which would be paid to the Participant absent an election under Section 2.020(a) or an election to make elective employer contributions pursuant to a qualified cash or deferred arrangement under a cafeteria plan meeting the requirements of section 125 of the Code. Base Compensation shall not include compensation for overtime, extended workweek compensation, night work or other premium pay, bonuses, any form of extra, contingent or supplementary compensation (including, but not limited to, lump sum payments for unused vacation), compensation on the salaried payroll and compensation on an hourly payroll associated with membership in a collective bargaining unit with which retirement benefits are the subject of good faith bargaining. 1.070 "BENEFICIARY" means the one or more persons or trusts designated by a Participant pursuant to Article IX of the Plan; provided, however, that, in the case of a Participant who dies prior to complete distribution of his or her Accounts pursuant to Article V or VI of the Plan, the Beneficiary shall be deemed to be the Participant's spouse regardless of any contrary designation, unless the Participant has filed with the Plan Administrator a written designation of a person or persons other than such spouse as Beneficiary or Beneficiaries. Such written designation must be accompanied by a written consent of the Participant's spouse or it is established to the satisfaction of the Plan Administrator that such consent cannot be obtained because there is no spouse or the spouse cannot be located or because of other circumstances permitted under section 417(a)(2) of the Code. Such written consent shall be on a form furnished to the Participant by the Plan Administrator and shall acknowledge the effect of such consent. 1.080 "BOARD OF DIRECTORS" means the Board of Directors, as applicable, of the Company or of Rockwell; provided, however, that any action hereunder of the Board of Directors under Section 1.130, 1.260, 2.020 and 3.020 may be taken by any officer or officers of the Company authorized by the Board of Directors. 1.090 "BREAK IN SERVICE" means any period commencing with an Employee's Employment Severance Date, during which the Employee does not have a Reemployment Date. Solely for purposes of determining such Breaks in Service in the case of an individual who is absent from work due to a Maternity or Paternity Leave, the computation of the Break in Service shall not commence until the first anniversary of the first date of such absence. 1.100 "CODE" means the Internal Revenue Code of 1986, as amended. - 3 - abnonrepsav.'96 10 1.110 "COMMON STOCK" means the common stock, other than the Class A common stock of Rockwell International Corporation. 1.120 "COMMON UNIT" means a Unit of Stock Fund A or Stock Fund B attributable to Common Stock. 1.130 "COMPANY" means Allen-Bradley Company, Inc. and any other entity to which this Board of Directors of Allen-Bradley Company, Inc. has extended this Plan. 1.140 "COMPANY CONTRIBUTION" means the contribution made by the Company to the Trust Fund pursuant to the terms of Article III, including forfeitures treated as Company Contributions under that Article. 1.150 "COMPANY CONTRIBUTION ACCOUNT" means the Account with respect to a Participant which is comprised of Company Contributions, adjusted by gains or losses related thereto. 1.160 "COMPENSATION DEDUCTION ACCOUNT" means the Account with respect to a Participant which is comprised of Compensation Deduction Contributions, adjusted by gains or losses related thereto. 1.170 "COMPENSATION DEDUCTION CONTRIBUTIONS" means the amounts contributed by Participants to the Plan through payroll deductions pursuant to Section 2.020(a)(ii). 1.180 "COMPENSATION DEFERRAL ACCOUNT" means the Account with respect to a Participant which is comprised of Compensation Deferral Contributions, adjusted by gains or losses related thereto. 1.190 "COMPENSATION DEFERRAL CONTRIBUTIONS" means the amounts contributed to the Plan on behalf of Participants pursuant to Participants' elections under Section 2.020(a)(i). 1.200 "CONSOLIDATED NET SALES" means the consolidated net sales of Rockwell Automation as reported to Rockwell from time to time in accordance with Rockwell's internal reporting policies and procedures. 1.210 "DEDUCTION ACCOUNT" means and refers to a Participant's Compensation Deduction Account. 1.220 "DEDUCTION LIMITATION PERCENTAGE" means the maximum contribution percentage in each Plan Year for the group of Highly Compensated Participants and shall be that percentage amount which does not exceed the greater of: (a) the Average Contribution Percentage for all Participants other than Highly Compensated Participants multiplied by one and twenty-five hundredths (1.25); or - 4 - abnonrepsav.'96 11 (b) the lesser of (i) an amount which does not exceed the Average Contribution Percentage for all Participants other than Highly Compensated Participants by more than two (2) percentage points, or (ii) the Average Contribution Percentage for all Participants other than Highly Compensated Participants multiplied by two (2). If a Highly Compensated Participant is a participant in any other plan established or maintained by an Affiliated Company pursuant to which elective deferrals under a cash or deferred arrangement or matching contributions, both as defined in section 401(m)(4) of the Code, or employee contributions, are made, such other plan shall be deemed to be a part of this Plan for the purpose of determining the Deduction Limitation Percentage with respect to that Participant. 1.230 "DEFERRAL ACCOUNTS" means and refers to a Participant's Compensation Deferral and Supplemental Deferral Accounts. 1.240 "DEFERRAL CONTRIBUTION" means, as applicable, a Compensation Deferral Contribution or a Supplemental Deferral Contribution. 1.250 "DEFERRAL LIMITATION PERCENTAGE" means the maximum deferral percentage in each Plan Year for the group of Highly Compensated Participants and shall be that percentage amount which does not exceed the greater of: (a) the Average Deferral Percentage for all Participants other than Highly Compensated Participants multiplied by one and twenty-five hundredths (1.25); or (b) the lesser of (i) an amount which does not exceed the Average Deferral Percentage for all Participants other than Highly Compensated Participants by more than two (2) percentage points, or (ii) the Average Deferral Percentage for all Participants other than Highly Compensated Participants multiplied by two (2). If any Highly Compensated Participant is a participant in any other cash or deferred arrangement within the meaning of section 401(k) of the Code established or maintained by an Affiliated Company, for the purpose of determining the Deferral Limitation Percentage with respect to such Highly Compensated Participant such other cash or deferred arrangement shall be deemed to be a part of this Plan. - 5 - abnonrepsav.'96 12 1.260 "DIVERSIFIED FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(i). 1.270 "DIVESTED COMPONENT" means a component of the Company or of an Affiliated Company which ceases to be a component of the Company or of an Affiliated Company, by reason of its divestiture or any action incident thereto. 1.280 "EFFECTIVE DATE" means December 1, 1982. 1.290 "ELIGIBLE EMPLOYEE" means any Employee of an Affiliated Company to which the benefits of the Plan have been extended by the Board of Directors of the Company who is compensated on an hourly basis and is not a member of a collective bargaining unit with which retirement benefits are the subject of good faith bargaining. 1.300 "ELIGIBLE RETIREMENT PLAN" means: (a) an individual retirement account described in section 408(a) of the Code, (b) an individual retirement annuity described in section 408(b) of the Code, (c) an annuity plan described in section 403(a) of the Code, or (d) a qualified plan (which is a defined contribution plan) described in section 401(a) of the Code, which accepts an individual's eligible rollover distributions; provided, however, that in the case of an eligible rollover distribution to a Participant's surviving Spouse, only an individual retirement account or individual retirement annuity described in (a) and (b) above shall be deemed to be an Eligible Retirement Plan. 1.310 "EMPLOYEE" means any person who is employed by the Company or by an Affiliated Company, including an Eligible Employee. "Employee" shall, to the extent permitted by section 406 of the Code, be deemed to include any United States citizen regularly employed by a foreign subsidiary or affiliate of the Company. 1.320 "EMPLOYMENT COMMENCEMENT DATE" means the date on which a person first becomes an Employee of the Company or an Affiliated Company. 1.330 "EMPLOYMENT SEVERANCE DATE" means: (a) the date on which an Employee quits, retires, is discharged or dies, (b) in the case of an Employee who remains absent from work under a written leave of absence granted by the Company, the first anniversary of such leave of absence, except that an Employee who has a leave of absence in excess of - 6 - abnonrepsav.'96 13 one (1) year who thereafter returns to work with the Company for a period at least equal to the entire period of the leave of absence shall not be considered as having an Employment Severance Date by reason of such absence. If an Employee enters the armed forces of the United States or the Public Health Service directly from employment with the Company, has not voluntarily reenlisted and returns to employment with the Company for a period of at least one (1) year immediately after his or her return to the Company, the Employee will not be deemed to have an Employment Severance Date by reason of such military service. 1.340 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.350 "FIXED INCOME FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(ii). 1.360 "GUARANTEED RETURN FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(iv). 1.370 "HIGHLY COMPENSATED PARTICIPANTS" means those Participants who are "highly compensated employees" within the meaning of section 414(q) of the Code. The Plan Administrator may determine those Employees who are "highly compensated employees" for purposes of this Section 1.370 in any manner permitted by said section 414(q). 1.380 "INTERMEDIATE TERM BOND FUND" means the fund established by the Trustee pursuant to Section 10.020(a)(iii). 1.390 "INVESTMENT FUNDS" means the Diversified Fund, the Fixed Income Fund, the Guaranteed Return Fund, the Intermediate Term Bond Fund and Stock Fund B. 1.400 "INVESTMENT MANAGER" means the one or more investment managers within the meaning of ERISA section 3(38) appointed pursuant to Section 10.020(b)(i). 1.410 "INVESTMENT MANAGER ACCOUNT" means the one or more investment manager accounts established pursuant to Section 10.020(b)(i) of the Plan. 1.420 "LAYOFF" means an involuntary severance of employment, other than a discharge from employment for cause. 1.430 "MATERNITY OR PATERNITY LEAVE" means any period of absence by reason of the pregnancy of the Participant, the birth of a child of the Participant, the placement of a child with the Participant in connection with the adoption of such child by the Participant, or the caring for such child for a period beginning immediately following 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. - 7 - abnonrepsav.'96 14 1.440 "NAMED FIDUCIARY" means the Plan Committee, the Plan Administrator, the Administrative Committee, the Trustee(s) and any Investment Manager(s). 1.450 "PARTICIPANT" means a person who has elected to participate in the Plan in accordance with Article II; provided, however, that such term shall include a person who no longer has an effective election under Article II only so long as he or she retains a vested interest in an Account under the Plan. 1.460 "PLAN" means this Allen-Bradley Savings and Investment Plan for Hourly Employees, as from time to time amended. 1.470 "PLAN ADMINISTRATOR" means the person so designated by name or corporate office by the Board of Directors. 1.480 "PLAN COMMITTEE" means the Rockwell International Corporation Employee Benefit Plan Committee. 1.490 "PLAN YEAR" means the twelve-month period commencing on January 1st and ending on December 31st of each year. 1.500 "REEMPLOYMENT DATE" means the date on which a person first becomes an Employee of the Company following an Employment Severance Date. 1.510 "RETIREE" means a Participant who has entered Retirement status pursuant to a retirement plan of the Company or any Affiliated Company, excluding, for purposes of the election available to such a Retiree under Section 2.050(b)(iii), any former Employee who terminated employment with the Company or an Affiliated Company as a deferred vested Participant and who later attained Retirement age under the retirement plan. 1.520 "RETIREMENT" means retirement (whether early, disability or normal retirement) of a Participant pursuant to a retirement plan of the Company or any Affiliated Company. 1.530 "ROCKWELL" means Rockwell International Corporation, a Delaware corporation. 1.540 "ROCKWELL AUTOMATION" means the Rockwell Automation business carried on by direct or indirect subsidiaries and other business units of the Company and Rockwell, as such business is defined from time to time for Rockwell's external reporting purposes. 1.550 "ROLLOVER ACCOUNT" means the Plan Account described in Section 2.028 which is comprised of rollover amounts, adjusted by gains or losses related thereto, which are transferred to the Plan pursuant to the terms of the said Section. 1.560 "STOCK FUND A" means the fund established by the Trustee pursuant to Section 10.020(a)(v). - 8 - abnonrepsav.'96 15 1.570 "STOCK FUND B" means the fund established by the Trustee pursuant to Section 10.020(a)(vi). 1.580 "SUPPLEMENTAL DEFERRAL ACCOUNT" means the Account with respect to a Participant which is comprised of Supplemental Deferral Contributions, as adjusted by gains or losses related to thereto. 1.590 "SUPPLEMENTAL DEFERRAL CONTRIBUTION" means an amount contributed on behalf of a Participant pursuant to the Participant's election under Section 2.020(b). 1.600 "TENDER OFFER" means any tender offer for, or request or invitation for tenders of, the Common Stock and/or Class A Stock subject to section 14(d)(1) of the Securities Exchange Act of 1934, as amended, or any regulation thereunder, except for any such tender offer or request or invitation for tenders made by the Company or any Affiliated Company. 1.610 "TRANSFER CONTRIBUTIONS" means the amounts described in Section 2.025 which are transferred to the Plan pursuant to the terms of the said Section. 1.620 "TRUST AGREEMENT" means the trust agreement established pursuant to Section 10.010 of this Plan. 1.630 "TRUST FUND" means the fund, including the earnings thereon, held by the Trustee for all contributions made by Participants and the Company pursuant to the Plan. The Trust Fund shall be divided into and comprised of the Investment Funds and Stock Fund A as herein described. 1.640 "TRUSTEE" means the trustee(s) of the trust described in Article X of this Plan. 1.650 "UNIT" means the unit of measurement of a Participant's Trust Fund interest. 1.660 "VALUATION DATE" means the last business day of each month or such other business day as the Plan Committee may determine. 1.670 "VESTING SERVICE" means the period commencing with an Employee's Employment Commencement Date and ending with the Employee's Employment Severance Date and the period from an Employee's Reemployment Date to the Employee's subsequent Employment Severance Date. In addition, Vesting Service shall include the period between an Employee's Employment Severance Date and Reemployment Date, if such period does not exceed twelve (12) months, except that if an Employee is absent because of a layoff or leave of absence and then quits, is discharged or retires, the period of time during which the Employee may return and receive Vesting Service begins on the date of quit, discharge or retirement and ends one (1) year from the first day of such lay-off or leave of absence. Vesting Service shall not include service performed prior to any break in service prior to December 1, 1976 which resulted in a loss of service under the Allen-Bradley Pension Plan as in effect on November 30, 1976. - 9 - abnonrepsav.'96 16 ARTICLE II PARTICIPATION 2.010 ELIGIBLE EMPLOYEES. (a) Each Eligible Employee of the Company shall be eligible to become a Participant in and make contributions to the Plan and shall continue to be eligible to do so for so long as he or she falls within the definition of an Eligible Employee, as defined by the Plan. (b) Participation of any Eligible Employee in the Plan shall be entirely voluntary. An election to participate shall become effective on the as soon as is reasonably possible following receipt by the Plan Administrator of the said election. (c) No contributions shall be made by, or with respect to, any Participant after any of the following events until such Participant again makes an election under subsection (b): (i) the Participant ceases to be an Eligible Employee; (ii) the Participant receives a distribution under Section 5.020, 5.030 or 5.040; or (iii) the Participant voluntarily elects to have contributions suspended under Section 8.010. (d) No contributions shall be made by, or with respect to, any Participant during any period of suspension of contributions described in Section 8.010 or 8.020. 2.020 DEFERRAL AND DEDUCTION CONTRIBUTION ELECTIONS. An Eligible Employee who has notified the Company of his or her election to become a Participant shall also take either or both of the actions described in subsections (a) and (b) below: (a) Such a Participant may elect to defer receipt of an amount equal to 1%, 2%, 3%, 4%, 5% or 6% of his or her Base Compensation, which amount shall be contributed as a Compensation Deferral Contribution to the Participant's Compensation Deferral Account. (b) If a Participant has elected to defer 6% of his or her Base Compensation pursuant to this subsection in order to make a Compensation Deferral Contribution under subsection (a), the Participant may also elect: (i) in the case of a Participant who is not a Highly Compensated Participant, to defer receipt of an amount equal to an additional 1%, 2% or 3% of his or her Base Compensation, or - 10 - abnonrepsav.'96 17 (ii) in the case of a Participant who is a Highly Compensated Participant, to defer receipt of an amount equal to an additional 1% or 2% of his or her Base Compensation as a Supplemental Deferral Contribution to a Supplemental Deferral Account. (c) In addition to the election available to such a Participant under subsections (a) and (b), the Participant shall also be permitted to authorize deduction, in 1% multiples, of an amount from his or her Base Compensation, which amount shall be contributed as a Compensation Deduction Contribution to the Participant's Compensation Deduction Account; provided, however, that, in the aggregate, a Participant's total Compensation Deduction Contributions for a Plan Year under this subsection (c) shall not exceed 14% of Base Compensation, net of amounts deferred by him or her under subsections (a) and (b), for that Plan Year. (d) The Board of Directors, in extending the benefits of the Plan to a component of an Affiliated Company may place such limitations as it deems appropriate on the amount of Compensation Deferral Contributions, Supplemental Deferral Contributions and/or Compensation Deduction Contributions which may be made with respect to or by a Participant employed by such component. Compensation Deduction Contributions under this Section shall be made only by payroll deductions unless, under exceptional circumstances, another method of contribution is approved by the Plan Committee. 2.025 TRANSFER CONTRIBUTIONS. Transfers to this Plan of a Participant's interest in another individual account plan shall be permitted in the situations and pursuant to the requirements set forth below: (a) A Participant who is presently an Eligible Employee but who formerly, though an Employee, was not an Eligible Employee may elect (by providing the Plan Administrator with notice thereof) to have the entire amount credited to him in any qualified individual account plan of the Company or in the Rockwell International Corporation Savings Plan transferred to this Plan; provided, however, that such a transfer shall not be permitted unless and until the Plan Administrator has determined that the amount to be transferred from the said qualified individual account plan is not subject (or is no longer subject) to any provisions or limitations attributable to it under the said qualified individual account plan which are inconsistent with the provisions of this Plan. (b) With the prior consent of the Plan Administrator, which consent may be given only in connection with the Company's acquisition of the stock or assets of another business organization and the extension of this Plan to that business organization, the account balances of persons who were participants in an individual account plan which was sponsored by the acquired organization, but who have become Eligible Employees, may be transferred to this Plan. Such transferred account balances (which shall be entirely in cash or, if the said - 11 - abnonrepsav.'96 18 balances consist in whole or in part of participant loans from the transferring plan, in cash and in kind), shall constitute Transfer Contributions and shall not constitute Deferral or Deduction Contributions under Section 2.020. (c) Transfer Contributions shall be credited to the Participant's Plan Accounts as follows: (i) that portion of such balance attributable to employer contributions made pursuant to deferral elections under section 401(k) of the Code shall be credited to the Participant's Compensation Deferral Account; (ii) that portion of such balance attributable to employer contributions other than those described in paragraph (i) above shall be credited to the Participant's Compensation Deferral Account, but the Participant's tax basis under the Code in such contributions shall be the same as his or her tax basis under the individual account plan from which such contributions are transferred or distributed; and (iii) that portion of such balance attributable to employee contributions made on an after-tax basis, shall be credited to the Participant's Compensation Deduction Account. (e) No Company Contributions will be made under Article III with respect to the Transfer Contributions described in this Section 2.025. 2.028 ROLLOVER CONTRIBUTIONS. Rollovers to this Plan of a Participant's interest in another individual account plan shall be permitted in the situations and pursuant to the requirements set forth below: (a) A Participant who is presently an Eligible Employee but who formerly was a participant in a qualified individual account plan maintained by another employer may elect (by providing the Plan Administrator with notice thereof) to have the entire amount credited to him in the said individual account plan transferred to this Plan; provided, however, that such a transfer shall not be permitted unless and until the Plan Administrator has determined: (i) the amount to be transferred from the said qualified individual account plan qualifies as an eligible rollover amount under Code section 402(a)(5); and (ii) the said eligible rollover amount is not subject (or is no longer subject) to any provisions or limitations attributable to it under the said qualified individual account plan which are inconsistent with the provisions of this Plan. - 12 - abnonrepsav.'96 19 (b) Such transferred account balances (which shall be entirely in cash), shall constitute Rollover Contributions and shall not constitute Deferral or Deduction Contributions under Section 2.020. (c) Eligible rollover amounts which have been so transferred shall be credited to a Rollover Account for the Participant, which Account shall be maintained separately for each Participant who has effected such a transfer to this Plan. A Participant's Rollover Account shall be administered in the same manner as are the other Accounts maintained on his or her behalf, including the investment provisions of Sections 2.050, 2.060 and 2.070 of this Article. 2.030 LIMITATIONS ON EMPLOYEE CONTRIBUTIONS. (a) The aggregate amount, with respect to a Participant, in any calendar year of: (i) Compensation Deferral Contributions and Supplemental Deferral Contributions to the Plan, (ii) all elective deferrals under any other cash or deferred arrangement as defined in section 402(g) of the Code which are maintained by an Affiliated Company, and (iii) all elective employer contributions to any simplified employee pension as defined in and pursuant to sections 408(k)(1) and (6), respectively, of the Code which are maintained by an Affiliated Company, may not exceed Seven Thousand Dollars ($7,000) or such larger sum as may be established pursuant to section 402(g)(5) of the Code. (b) Prior to the beginning of, and periodically during, each Plan Year the Administrative Committee shall test: (i) deferral elections under Sections 2.020(a) and (b), in order to determine whether the Average Deferral Percentage for Highly Compensated Participants exceeds the Deferral Limitation Percentage; and (ii) deduction elections under Sections 2.020(c), as well as Company Contributions under Section 3.010, in order to determine whether the Average Contribution Percentage for Highly Compensated Participants exceeds the Deduction Limitation Percentage. (c) If the Administrative Committee determines that Compensation Deferral and Supplemental Deferral Contributions made for any Plan Year on behalf of the Highly Compensated Participants would (if not reduced) cause the Average - 13 - abnonrepsav.'96 20 Deferral Percentage of such Employees to exceed the Deferral Limitation Percentage, it shall report such determination, through the Plan Administrator, to the Plan Committee. In such event, the Plan Committee shall reduce any Compensation Deferral Contributions and Supplemental Deferral Contributions elected by the Highly Compensated Participants, so that the Deferral Limitation Percentage is not exceeded for the Plan Year. Such reduction shall be effective as of the first payroll payment date in the month following such determination and shall be made as set forth below: (i) First, Highly Compensated Participants electing Supplemental Deferral Contributions in an amount equal to 2% of Base Compensation shall have their elections reduced to 1%. If, following the said reductions, the Deferral Limitation Percentage is still exceeded, Highly Compensated Participants electing Supplemental Deferral Contributions in an amount equal to 1% of Base Compensation (including any Highly Compensated Participants whose elections were reduced under the terms of the preceding sentence) shall have their elections reduced to 0%. (ii) Second, if, following the above reductions, the Deferral Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deferral Contributions in an amount equal to 6% of Base Compensation shall have their elections reduced to 5% of Base Compensation. If, following the said reductions, the Deferral Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deferral Contributions in an amount equal to 5% of Base Compensation (including any Highly Compensated Participants whose elections were reduced under the terms of the preceding sentence) shall have their elections reduced to 4%. (iii) Third, if, following the reductions described in paragraph (i), the Deferral Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deferral Contributions in an amount equal to 4% of Base Compensation shall have their elections reduced to 3%. If, following the reductions described in the preceding sentence, the Deferral Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deferral Contributions in an amount equal to 3% of Base Compensation (including any Highly Compensated Participants whose elections were reduced under the terms of the preceding sentence) shall have their elections reduced to 2%. The process set forth in this paragraph (ii) shall continue until the Average Deferral Percentage for the Highly Compensated Participants does not exceed the Deferral Limitation Percentage. - 14 - abnonrepsav.'96 21 (iv) To the extent permitted under subsection (d) below, the amount representing the additional amount of Base Compensation which would have been contributed as Compensation Deferral Contributions or Supplemental Deferral Contributions on behalf of the Participant shall be contributed by the Participant to the Plan, as appropriate, as Compensation Deduction Contributions. In addition, to the extent permitted by regulation, the Plan Committee may during or following a Plan Year cause Deferral Contributions made on behalf of Highly Compensated Participants to be recharacterized (on a uniform and non-discriminatory basis) as Compensation Deduction Contributions to the extent necessary to prevent the Average Deferral Percentage for the said Participants for any Plan Year from exceeding the Deferral Limitation Percentage. (d) If the Administrative Committee determines that Compensation Deduction Contributions made for any Plan Year by the Highly Compensated Participants would (if not reduced) cause the Average Contribution Percentage of such Employees to exceed the Deduction Limitation Percentage, the Administrative Committee shall report such determination, through the Plan Administrator, to the Plan Committee. In such event, the Plan Committee shall reduce any Compensation Deduction Contributions elected by the Highly Compensated Participants, so that the Deduction Limitation Percentage is not exceeded for the Plan Year. Such reduction shall be effective as of the first payroll payment date in the month following such determination and shall be made as set forth below: (i) First, Highly Compensated Participants electing Contribution Deduction Contributions in an amount equal to 14% of Base Compensation shall have their elections reduced to 13%. If, following the said reductions, the Deduction Limitation Percentage is still exceeded, Highly Compensated Participants electing Contribution Deduction Contributions in an amount equal to 13% of Base Compensation (including any Highly Compensated Participants whose elections were reduced under the terms of the preceding sentence) shall have their elections reduced to 12%. (ii) Second, if, following the reductions described in paragraph (i), the Deduction Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deduction Contributions in an amount equal to 12% of Base Compensation shall have their elections reduced to 11%. If, following the reductions described in the preceding sentence, the Deduction Limitation Percentage is still exceeded, Highly Compensated Participants electing Compensation Deduction Contributions in an amount equal to 11% of Base Compensation (including any - 15 - abnonrepsav.'96 22 Highly Compensated Participants whose elections were reduced under the terms of the preceding sentence) shall have their elections reduced to 10%. (iii) The process set forth in paragraphs (i) and (ii) shall continue until the Average Contribution Percentage for the Highly Compensated Participants does not exceed the Deduction Limitation Percentage. (e) Reductions in Compensation Deferral, Supplemental Deferral and Compensation Deduction Contributions made under subsections (c) and/or (d) shall remain in effect for the remainder of the Plan Year, unless the Administrative Committee determines that changed circumstances permit an increase in any or all such Contributions. If the Administrative Committee makes such a determination, the Plan Committee shall determine the amount by which such Contributions shall be increased for the balance of the Plan Year. (f) If it shall be determined as a result of tests of contribution elections pursuant to subsection (c) that there shall be "excess aggregate contributions" (as defined in and determined pursuant to section 401(m)(6) of the Code) in any Plan Year, such excess aggregate contributions and all income allocable thereto shall be distributed, or, if forfeitable, forfeited, in the manner and within the time required by the said section 401(m)(6). (g) The Plan shall comply with the limitation on multiple use of the alternative limitation as described in section 1.401(m)-(2)(b) of the Treasury Regulations under Code section 401(m). 2.040 CHANGES OF EMPLOYEE CONTRIBUTION ELECTIONS. A Participant may from time to time change the rate of his or her Compensation Deduction Contribution and/or his or her Compensation or Supplemental Deferral Contributions. In addition, a Participant who has an authorization in effect to make Deduction Contributions and/or has elected to have Deferral Contributions made on his or her behalf may revoke or revise such an authorization or election. Any changes, revisions or revocations described in this Section, if made by a Participant, shall be effective as soon as is reasonably possible after receipt by the Plan Administrator of his or her election. 2.050 INVESTMENT OF CONTRIBUTIONS. In addition to the elections and authorizations with regard to the types and rates of contribution which are described above in this Article, a Participant shall elect in which Investment Funds his or her Compensation Deferral Contributions, Supplemental Deferral Contributions, Compensation Deduction Contributions and Transfer Contributions are to be invested. Such investments shall be elected by the Participant among the Investment Funds in increments of five percent (5%), with the total of the elected percentage increments equalling one hundred percent (100%). - 16 - abnonrepsav.'96 23 2.060 CHANGES IN INVESTMENT ELECTIONS. A Participant may make an Investment Fund election or change any previous Investment Fund election he or she has made under Section 2.060 regarding his or her Deferral Contributions and Deduction Contributions. Such election or change of election may be made by the Participant once per calendar year quarter and shall be effective as of the last business day of the month in which the election or change of election is made. 2.070 TRANSFER OF INVESTMENTS. (a) A Participant may elect once in each calendar year quarter, by giving the Company notice of such election, to have the whole or portions of the value of Units in one or more of the Investment Funds (other than Stock Fund B and the Guaranteed Return Fund), which Units are attributable to his or her Deferral, Deduction and Transfer Contributions under Section 2.020, transferred into, and then converted to Units of, one or more of the other Investment Funds (including Stock Fund B, but excluding the Guaranteed Return Fund). The Unit transfers and conversions described in the preceding sentence shall be effected on the first day of the calendar month immediately succeeding the month in which elected by the Participant and shall be in increments of 5% of the value of the Participant's Units in the transferring Fund(s). (b) In addition to the elections available under subsection (a), the following elections shall be available to eligible Participants: (i) A Participant who has not attained age fifty-five (55) may elect once in each calendar year, by giving the Company notice of such election, to have ten percent (10%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B, which are attributable to the Participant's Deferral, Deduction and/or Transfer Contributions, transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund. (ii) A Participant who has attained age fifty-five (55), but not age sixty-five (65), may elect once in each calendar year, by giving the Company notice of such election, to have fifty percent (50%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B, which are attributable to the Participant's Deferral, Deduction and/or Transfer Contributions, transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return 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). - 17 - abnonrepsav.'96 24 (iii) A Participant who is still an Employee and has attained age sixty-five (65) or a Retiree who has elected deferred distribution pursuant to Section 5.020(b) may elect once each calendar year quarter to have the total value or a portion (in 5% increments) of the total value of all Units in Stock Funds A and B, which are attributable, respectively, to (1) Company Contributions and (2) Deferral, Deduction and/or Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund. (A) If, as a result of an election made pursuant to this paragraph (iii), one hundred percent (100%) of the Participant's interest in Stock Fund A has been transferred to other Investment Funds, all subsequent Company Contributions, if any, made to the Participant's Company Contribution Account after the effective date of the said election shall be made in cash and shall be invested in the same manner as are the investments described in Section 2.050. (B) If less than one hundred percent (100%) of the Participant's interest in Stock Fund A has been so transferred, such Company Contributions shall continue to be made in the manner described in Section 3.010(b). (c) The effective date of an election under this Section 2.070 shall be, and the value of all Units elected to be converted hereunder shall be determined as of, the first Valuation Date following the date on which such election is received by the Company. Such conversion shall be effected by the conversion of such Units into cash and the transfer of such cash to the designated Fund. Such transfer shall be effected by the Trustee on or before the Valuation Date in the second month succeeding the month in which the election was received. (d) All elections under this Section shall be irrevocable and shall not affect the Participant's right to exercise any other election provided by the Plan. (e) A Participant with Units in the Guaranteed Return Fund may elect prior to the Valuation Date upon which any contract under the Guaranteed Return Fund or any interest guarantee period under any such contract expires, to 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 - 18 - abnonrepsav.'96 25 totalling 100% of his interest and shall be based upon the value of Units in the respective Funds as of the later of the date of such expiration or the Valuation Date immediately preceding the transfer of funds. The interest under a Guaranteed Return Fund contract of a Participant who does not make an election under this subsection shall be invested in the Guaranteed Return Fund contract currently offered at that time. - 19 - abnonrepsav.'96 26 ARTICLE III COMPANY CONTRIBUTIONS 3.010 MATCHING AMOUNTS. The Company shall contribute to the Trust Fund on a monthly basis and out of its current or accumulated earnings and profits, but not otherwise, as Company Contributions such amount, on such basis and in such manner and form as is set forth below: (a) Each Company Contribution shall be in the form of a matching contribution and shall be equal to such percentage of a Participant's Compensation Deferral Contributions and Compensation Deduction Contribution as shall be computed pursuant to the provisions of paragraphs (i) and (ii): (i) Subject to the adjustments and limitations described in paragraphs (ii) and (iii) of this subsection (a), the matching contribution with respect to a Participant's Compensation Deferral and Compensation Deduction Contributions shall be equal to the applicable percentage set forth in the schedule found below, based upon growth in Consolidated Net Sales, using the year-to-date Consolidated Net Sales figures for the previous fiscal quarter and comparing the said figures to the year-to-date Consolidated Net Sales figures for the corresponding period in the prior fiscal year:
CONSOLIDATED NET MATCH SALES INCREASE PERCENTAGE ---------------- ---------- Less than 6% 50% At least 6% but less than 8% 66-2/3% At least 8% but less than 10% 83-1/3% 10% or greater 100%
(ii) In determining the applicable matching contribution percentage under paragraph (i) above, the Consolidated Net Sales figures shall be adjusted, if circumstances should so require, to reflect: (A) net sales of any stand-alone business which is associated with Rockwell Automation and which is acquired by the Company or Rockwell during the current fiscal year or the previous fiscal year, or (B) net sales of any divested stand-alone Rockwell Automation business which was sold during the current fiscal year or the previous fiscal year. (iii) Company Contributions shall not exceed an amount equal to 6% of a Participant's Base Compensation. No Company Contributions shall be made with respect Supplemental Deferral Contributions and Transfer Contributions. - 20 - abnonrepsav.'96 27 (b) Except as provided in Section 2.070(b)(iii), contributions by the Company may, at the option of the Board of Directors, be in the form of any combination of Common Stock and cash. The Company's Common Stock shall be valued at the closing price reflected on the New York Stock Exchange--Composite Transactions listing on the Valuation Date immediately preceding the date on which the contribution is made. (c) The Company shall notify the Plan Administrator no later than fifteen (15) days in advance, if the form of contributions to be made for any month will be changed from that of the immediately preceding month. 3.020 APPLICATION OF FORFEITURES. Amounts which have been forfeited in accordance with the provisions of this Plan shall be applied to reduce subsequent Company Contributions required hereunder. If the Plan should be terminated, any amount not previously so applied shall be credited ratably to the Accounts of all Participants in proportion to the amounts of Company Contributions credited to their respective Accounts during the most recent Plan Year. - 21 - abnonrepsav.'96 28 ARTICLE IV MAINTENANCE AND VALUATION OF ACCOUNTS 4.010 PARTICIPANT'S ACCOUNTS. Separate Deferral, Deduction and Rollover Accounts shall be established and maintained by the Trustee (or by such other person or persons as the Plan Committee shall designate) to represent all amounts (if any), adjusted for gains or losses thereon, which have been contributed by or on behalf of a Participant as Compensation Deferral, Supplemental Deferral, Compensation Deduction and Transfer Contributions (as well as rollovers described in Section 2.028). In addition, the Trustee (or by such other person or persons as the Plan Committee shall designate) shall establish and maintain a Company Contribution Account to represent the value of Company Contributions, as adjusted for gains or losses. Such separate Accounts shall contain sufficient information to permit a determination of the dollar balance of such Participant's Accounts at any time, in accordance with the Unit valuation procedures described in Section 4.020 through 4.040. Such separate Accounts shall also contain sufficient information to permit, with respect to Stock Fund A and Stock Fund B, a determination of the number of Common Units in the Participant's Accounts. 4.020 CREDITING OF UNITS TO ACCOUNTS. (a) The interest of each Participant in the Investment Funds and in Stock Fund A (including that part of the Diversified Fund or the Fixed Income Fund resulting from Company Contributions) shall be represented by Units allocated to his or her Accounts. The value of each Unit shall be One Dollar ($1.00) for the contributions deposited on behalf of each Participant prior to the first Valuation Date following the effective date of the particular Investment Fund. (b) Each contribution on behalf of a Participant to, or payment made to a Participant from, an Investment Fund or Stock Fund A shall result in a credit or charge to the Account representing his or her interest in the said Fund or contract under his or her Company Contribution Account, Deferral Accounts, Deduction Account and Rollover Account, as applicable, and shall be equal to the number of Units contributed or paid as the case may be. (c) Dividends on Common Stock held in Stock Fund A and Stock Fund B shall result in an appropriate increase in the Unit values of the said Funds. 4.030 UNIT VALUATIONS. Except as otherwise provided in Section 4.020, as of each Valuation Date, an amount equal to the fair market value of all property in the Funds (other than dividends received which are attributable to whole shares of Common Stock which were or are to be transferred to Participants subsequent to the record date for such dividend) or under a contract, in the case of the Guaranteed Return Fund, shall be determined by the Trustee in such manner and on such basis as it shall deem appropriate. Such amount shall be divided by the total number of Units credited to all the Participants in the Fund or under the contract concerned on the particular Valuation Date, thereby establishing a new Unit value. With respect to each Fund, each contribution or other payment thereto or payment therefrom after such Valuation Date - 22 - abnonrepsav.'96 29 and prior to or on the next Valuation Date shall be converted to Units (in the cases of Stock Fund A and Stock Fund B, to Common Units) by dividing such new Unit value into the amount of such contribution or payment, and the individual Account of each affected Participant representing his or her interest in the Fund or contract under his or her Company Contribution Account, Deferral Accounts, Deduction Account and Rollover Account, as applicable, shall be credited or charged, as the case may be, with the portion of the number of Units so attributable to such Participant. The value of each contract under the Guaranteed Return Fund shall be equal to the principal amount held in such Fund plus accrued interest. 4.040 BALANCE OF PARTICIPANT'S ACCOUNTS. As of any specified date, the dollar balance of the Accounts of each Participant representing the interest of each Participant in each Fund or contract under his or her Company Contribution Account, Deferral Accounts, Deduction Account and Rollover Account, as applicable, shall be determined by multiplying the number of Units in his or her current balance by the Unit value as of the last preceding Valuation Date in accordance with the foregoing and adding to the resulting dollar balance the amount of contributions made with respect to such Account since the last valuation date for which Units have not yet been credited. Only those contributions actually received by the Trustee will be considered in making valuations and determining Account balances. 4.050 STATEMENTS OF PARTICIPANTS. After the end of each calendar year or more frequently as the Plan Administrator shall determine, the Plan Administrator (or if the Plan Administrator shall so determine, the Trustee) shall forward by mail to each Participant a statement, in such form as the Plan Administrator shall determine, setting forth pertinent information relative to each Participant's Accounts. Such statement shall, for all purposes, be deemed to have been accepted as correct unless the Plan Administrator (or the Trustee, as the case may be) is notified to the contrary by mail within sixty (60) days of the mailing thereof to the Participant. - 23 - abnonrepsav.'96 30 ARTICLE V BENEFITS PAYABLE UPON TERMINATING EMPLOYMENT 5.010 VESTING. (a) Each Participant shall at all times be fully vested in his or her Deferral Accounts and Deduction Account and, if applicable, in his or her Rollover Account. In addition, a Participant who attains age sixty-five (65) while still an Employee, shall at all times thereafter be fully vested in his or her Company Contribution Account. (b) With respect to the interest of a Participant who terminates employment with all Affiliated Companies prior to attaining age sixty-five (65), vesting of his or her Company Contribution Account shall be in accordance with the following schedule:
Years of Vesting Service Vested Interest --------------- --------------- 1 20% 2 40% 3 60% 4 80% 5 100%
(c) This subsection (c) shall be applicable to any non-vested portion of a Participant's Company Contribution Account at the time of his or her termination of employment. (i) If a Participant has an Employment Severance Date prior to attaining age sixty-five (65) and has a Break in Service which extends for a period of five (5) or more years immediately following such Employment Severance Date, the non-vested portion of the Participant's Company Contribution Account shall be forfeited upon the expiration of such five-year period. (ii) Subject to paragraph (iii) below, if a Participant has an Employment Severance Date prior to attaining age sixty-five (65) and receives a distribution from his or her Compensation Deduction Account pursuant to Section 5.040(a), the non-vested portion of the Participant's Company Contribution Account attributable thereto shall be forfeited at the time such distribution is made. (iii) Certain forfeitures described in the preceding paragraph (ii) may be restored as follows: - 24 - abnonrepsav.'96 31 (A) If a Participant is reemployed prior to incurring a Break in Service of five (5) years and makes a cash repayment to the Plan of the amounts which were distributed from his or her Compensation Deduction Account within five (5) years after his or her Reemployment Date, the forfeited portion shall be restored to his or her Company Contribution Account. (B) Such forfeiture restoration shall be accomplished in the manner set forth in Section 4.040 by reference to the Units in his or her Compensation Deduction Account on his or her Employment Severance Date and the value of those Units on the Valuation Date coinciding with or immediately preceding the said Severance Date. (C) The amount, which shall not reflect interest, of the repayment described in subparagraph (A) shall be credited to the Participant's Compensation Deduction Account and shall be allocated to the Investment Funds (including any contract accounts under the Guaranteed Return Fund) in the same proportion that the Participant's Deduction and Deferral Contributions under the Plan are then currently being made to the Investment Funds. (D) The non-vested portion of the Participant's Company Contribution Account restored pursuant to this paragraph (iii) shall subsequently vest as provided in Section 5.010. (iv) A Participant who terminates employment with all Affiliated Companies and is subsequently reemployed by an Affiliated Company at any time following his or her termination of employment shall in all cases be credited with his or her Vesting Service both prior to such termination of employment and following his or her reemployment for purposes of determining his or her vested interest in his or her Company Contribution Account under Section 5.010(b). (v) For the purposes of this Section, in the case of an Employee who is absent from work by reason of a Maternity or Paternity Leave, the five (5) year Break in Service period shall not be deemed to have commenced until the earlier of the date on which he or she - 25 - abnonrepsav.'96 32 terminates employment by reason of his or her retirement, death, voluntary quit or discharge or the second anniversary date of the commencement of his or her Maternity or Paternity Leave. 5.020 RETIREMENT, DEATH, LAYOFF, ETC. (a) Upon the occurrence of a Participant's: (i) Retirement, (ii) Death, or (iii) termination of employment because of inability to meet Company medical standards, all of the Units in the Participant's Company Contribution Account shall become fully vested and nonforfeitable. (b) Subject to the provisions of Section 5.050: (i) As soon as is practicable after the occurrence of an event described subsection (a), but not later than sixty (60) days after the end of the Plan Year in which the event shall have occurred, a Participant or Beneficiary, in the case of death, shall receive all amounts described in paragraph (ii). In the case, however, of Retirement, a Participant who would otherwise receive a distribution pursuant to the preceding sentence may nevertheless elect at any time prior to the effective date of the Retirement to remain in the Plan without any further contributions and may elect to defer the Retirement distribution to a later date, which date shall not be later than April 1 of the calendar year following the calendar year in which the Participant attains age seventy and one-half (70-1/2). Distributions to such Participants shall be made pursuant to the terms of Sections 5.025 and 5.030 of this Article. (ii) The amounts which a Participant or Beneficiary (in the case of the Participant's death) shall be entitled to receive hereunder shall be as follows: (A) Except with respect to Stock Fund A and Stock Fund B, the Participant shall receive the full dollar balance of his or her Accounts in such Funds. Such balance shall be 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: - 26 - abnonrepsav.'96 33 (1) the date of the Participant's Retirement, Layoff or termination; or (2) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator. (B) With respect to Stock Fund A and Stock Fund B, the dollar balances in a Participant's Accounts in such Funds as of the Valuation Date coinciding with or immediately preceding: (1) the Participant's Retirement, Layoff or termination; or (2) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator, (such balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units in the Participant's Account on such Valuation Date and the respective Unit values on such Valuation Date) shall be applied to Common Stock, to the extent attributable to Common Units. The Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date) with the portion of such dollar balance attributable to the Common Units in his or her Account. The Participant shall be paid in cash the dollar amounts remaining in his or her Accounts in Stock Fund A and Stock Fund B after reduction of each such 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 - 27 - abnonrepsav.'96 34 distributed to him or her as described in this subparagraph (B) and the dollar value of any contributions to Stock Fund A and Stock Fund B in respect of such Participant between such Valuation Date and the date of such Retirement, death, Layoff or termination. (c) Notwithstanding the provisions of subsections (a) and (b), if a Participant attains age seventy and one-half (70-1/2) while still an Employee, distribution to the Participant of the amounts described in subsection (b)(ii) of this Section 5.020 shall be made or commence to be made pursuant to the provisions, as applicable, of Section 5.025 or 5.030 not later than April 1 of the calendar year following the calendar year in which the Participant attains age seventy and one-half (70-1/2). 5.025 FORM OF DISTRIBUTIONS TO PARTICIPANTS. Subject to the special distribution provisions set forth in Section 5.030 of this Article: (a) Any Participant who is eligible for and wishes to receive a Retirement distribution under Section 5.020(b) shall make an election concerning the form of distribution and shall provide such election to the Plan Administrator prior to Retirement. (i) The form of distributions elected hereunder shall be with reference to the amounts described in subsection (b)(ii) of Section 5.020 and shall be either: (A) a lump sum payment; or (B) ten (10) or fewer annual installment payments, such installment payments to be equal to the value of the Participant's Accounts as of the Valuation Date immediately preceding distribution, divided by the number of installments remaining at the time of each payment. The initial installment payment shall be made as soon as is practicable after the effective date of the Participant's election, with subsequent payments during the elected installment payment period to be made as of the anniversary date of the said initial installment payment. (ii) Notwithstanding the above, in the event that no election concerning the form of Retirement distribution has been received by the Plan Administrator from a Retiree by the end of the calendar year in which the Retiree has attained age seventy and one-half (70-1/2), the said Retirement distribution shall be in the form of lump sum payment. - 28 - abnonrepsav.'96 35 (iii) If a Retiree who had previously elected and commenced receipt of installment payments pursuant to paragraph (i)(2) returns to employment with the Company or an Affiliated Company (other than as a member of the Company's flexible work force), such installment payments shall be suspended until the Retiree's subsequent Retirement, at which time he or she shall be permitted again to make the election described therein, subject to the provisions of this Section 5.025. (b) A Participant who is still an Employee and has attained age seventy and one-half (70-1/2) and is, therefore, required to commence distribution pursuant to the terms of Section 5.020(c), shall receive or commence to receive the value of his or her Accounts no later than April 1 of the calendar year following the calendar year in which the Participant has attained the said age. Distributions under this subsection (b) shall be over the period of the Participant's life expectancy (pursuant to the terms of section 401(a)(9) of the Code). Upon the Participant's subsequent Retirement, the Participant shall be entitled to make the election provided for in the preceding subsection (a) with respect to the balance of the Participant's account at that time. (c) A Participant who had previously elected the form of distribution described in subsection (a)(ii) or who had commenced receiving payments from his or her Accounts over his or her life expectancy under subsection (b) shall be permitted to revoke such election at a later date, in the case of the distribution under subsection (a)(i), and, in either case, accelerate receipt of the distribution by electing distribution of the remaining Account balances in a lump sum payment. 5.030 SPECIAL DISTRIBUTION PROVISION FOR PRE-10/1/95 ACCOUNT BALANCES. With respect to amounts contributed to this Plan by Participants, the Company or any Affiliated Company prior to October 1, 1995, the following special annuity provisions shall be applicable, in addition to the distribution methods set forth in Section 5.025, in the case of Participants to whom amounts are payable by reason of Retirement: (a) The optional forms of special annuity benefits are as follows: (i) A monthly benefit payable to the Participant during the Participant's lifetime. (ii) A reduced monthly benefit payable during the lifetime of the Participant with 50% of such monthly benefit payable after the Participant's death to the spouse named at the time the option is elected, until the death of the spouse. (b) Absent any election to the contrary hereunder, it shall be assumed by the Plan Administrator: - 29 - abnonrepsav.'96 36 (i) in the case of a Participant who does not have a spouse on the distribution date, that the Participant elected the lump sum payment described in Section 5.025(a)(i)(A) above; and (ii) in the case of a Participant who does have a spouse on the distribution date, that the Participant elected the contingent annuity described in paragraph (a)(ii) with the spouse as contingent annuitant; (c) The annuities available hereunder shall be acquired on a sex-neutral basis and shall be provided by applying the Participant's account balance to purchase a single-premium nontransferable annuity contract from a legal reserve life insurance company as selected by the Plan Administrator. (d) A Participant who is still an Employee and has attained age seventy and one-half (70-1/2) and is, therefore, required to commence distribution pursuant to the terms of Section 5.020(c), shall receive or commence to receive the value of his or her Accounts no later than April 1 of the calendar year following the calendar year in which the Participant has attained the said age. Absent any election to the contrary and with respect only to balances attributable to contributions of the Participant, the Company or an Affiliated Company made prior to October 1, 1995: (i) in the case of a Participant who does not have a spouse on the distribution date, distribution to the Participant will be in the form of a lump sum payment, as described in Section 5.025(a)(i)(A) above; and (ii) in the case of a Participant who does have a spouse on the distribution date, distribution will be made in the form of the contingent annuity described in paragraph (a)(ii) with the spouse as contingent annuitant. Upon the Participant's subsequent Retirement, the Participant shall be entitled to make the election provided for in subsection (a) with respect to the said balances of the Participant's Account at that time. Amounts contributed by Participants, the Company or any Affiliated Company after September 30, 1995 shall not be subject to this Section, but shall rather be subject solely to the distribution provisions of Section 5.025 of this Article. Furthermore, if the aggregate value of a Participant's Accounts (including amounts attributable to contributions made prior to and following September 30, 1995) at the time of the Participant's Retirement or death is less than or equal to Three Thousand Five Hundred Dollars ($3,500), the said Accounts shall be distributed to the Participant or, when applicable, the Participant's Beneficiary in the form of a lump sum payment. - 30 - abnonrepsav.'96 37 5.035 EMPLOYEES OF DIVESTED COMPONENTS. (a) Subject to the provisions of Section 5.050, any Participant who is employed by a Divested Component immediately prior to its divestiture and who does not continue employment with the Divested Component shall have his or her Accounts distributed to him or her by the Trustee in the manner provided in Sections 5.020 and 5.025. (b) Any Participant who immediately prior to its divestiture is employed by a Divested Component and who continues employment with the Divested Component, shall become fully vested in all of the Units in his or her Company Contribution Account. Subject to the provisions of Section 5.050, the Accounts of such Participant shall be distributable in the manner provided in Sections 5.020 and 5.025 or transferred by the Trustee to the trustee or other funding agent of any appropriate plan established or otherwise maintained by the acquiror of the said Divested Component in such a manner as to ensure that no portion of the Accounts of any Participant transferred hereunder shall be subject to forfeiture. 5.040 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Subject to the provisions of Section 5.050, if a Participant's employment is terminated for any reason other than those set forth in Sections 5.020, 5.035 and 8.020(a), the Participant shall receive the following as soon as practicable: (a) With respect to the Investment Funds (other than Stock Fund B), the full dollar balance of his or her Accounts in such Funds. Such balance shall be determined, in the manner provided in Section 4.040, by reference to the Units in such Participant Accounts on the date of such termination and the value of each Unit on the Valuation Date coinciding with or immediately preceding such date. (b) With respect to Stock Fund B the dollar balance or balances in such Participant's Accounts in such Fund, and with respect to Stock Fund A the vested portion of the dollar balance or balances in such Participant's Accounts in such Fund, both as of the Valuation Date immediately preceding such termination (such balance or balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units in such Participant's Account on such Valuation Date and the value of each such Unit on such Valuation Date) shall each be applied to Common Stock to the extent attributable to Common Units. With respect to each such fund, the Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day - 31 - abnonrepsav.'96 38 preceding such Valuation Date) with such dollar balance (in the case of Stock Fund A, the vested portion of such dollar balance) attributable to the Common Units in his or her Account in such fund. The Participant shall be paid in cash the dollar amount remaining in his or her Account in Stock Fund B and in the vested portion of his or her Account in Stock Fund A after reduction by the value, based on such closing price, of the whole shares previously described. In addition, the Participant shall be paid in cash the amount of any cash dividends received since such Valuation Date attributable to the number of whole shares of Common Stock distributed to him or her as described in this subsection (b). 5.050 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS. Notwithstanding any other provisions of the Plan, if the aggregate value of the vested portion of a Participant's Accounts is in excess of Three Thousand Five Hundred Dollars ($3,500) and the Participant has not attained age seventy and one-half (70-1/2) at the time distribution of benefits under the Plan would otherwise be made, no distribution of benefits under the Plan shall be made, unless the Plan Administrator shall first have obtained the Participant's written consent thereto. (a) In the event such written consent is not so obtained, the vested portion of the Participant's Accounts shall be retained by the Plan and shall be maintained and valued in accordance with Article IV. Distribution of the Participant's Accounts pursuant to this Section shall be made following the date on which the Participant's written consent to such distribution is obtained by the Plan Administrator or, if earlier, the date on which the Participant attains age seventy and one-half (70-1/2) or dies, in the same manner as if the Participant had terminated employment on such date. If the Participant is reemployed as an Employee prior to the date on which such written consent is received by the Plan Administrator, the Participant shall not have any further right to receive a distribution of benefits as a result of his or her prior termination of employment. Under no circumstances shall a Participant have any right to withdraw any portion of the balance of his or her Accounts under Article VI prior to the date of distribution of benefits. (b) With respect to amounts contributed to this Plan by Participants, the Company or any Affiliated Company prior to October 1, 1995, no later than April 1 of each year thereafter, each Participant who attains age 70-1/2 during the preceding calendar year shall commence receipt of monthly income pursuant to the provisions of retroactive to the preceding January 1 based on his Earnings and Credited Service determined as of the immediately preceding December 31. If the Participant is married at the time monthly income commences, such monthly income shall be payable in the form described in Section 8.020(c)(ii). If the Participant is not married at the time monthly income commences, such monthly income shall be payable in the form of equal monthly installments for life as described in Section 8.010. The Participant shall not have the right to elect alternative forms of payment to those provided in this subsection (b) until such time as he or she terminates employment with - 32 - abnonrepsav.'96 39 the Group. In the event of a change in the Participant's marital status prior to his termination of active employment with the Group, his monthly income shall be automatically converted to the payment form described above which is appropriate for his new status. (c) Distributions pursuant to this Section shall not affect any existing elections by such Participants to continue making contributions to the Plan nor the Company's obligation to continue to make matching Company Contributions pursuant to Article III of the Plan, all of which shall be invested in accordance with the provisions of Article II. 5.060 TRANSFER OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN. If a Participant, a Participant's spouse entitled to distribution pursuant to Article IX, in the case of a Participant's death, or a former spouse entitled to distribution pursuant to Section 11.140 shall so request in writing, the Plan Administrator shall cause all or a portion of the amounts (including shares of Common Stock) with respect to which the Participant would be taxable under section 402 of the Code to be transferred from the Trustee directly to the custodian of an Eligible Retirement Plan specified by the Participant. Such request shall be made, in the case of a Participant, at the time his or her consent to such distribution shall be given to the Plan Administrator pursuant to Section 5.050, or at such later date as the Plan Administrator shall permit, or, in the case of the Participant's spouse or former spouse, at such time as the Plan Administrator shall determine. Prior to effecting such transfer the Plan Administrator shall require evidence reasonably satisfactory to him or her that the entity to which such transfer is to be made is in fact an Eligible Retirement Plan and that such Eligible Retirement Plan may receive the distribution in the forms required under this Article V. 5.070 VALUATION DATES FOR DOMESTIC RELATIONS ORDERS. Notwithstanding any other provision of this Article V or of Article VI, in the event that the Plan Administrator shall determine that a distribution or a withdrawal of a Participant's Account pursuant to this Article V or Article VI has been delayed as a result of a pending or threatened domestic relations order, the Valuation Date immediately preceding the date on which such withdrawal or distribution is approved by the Plan Administrator pursuant to such order shall be substituted for the Valuation Date which would otherwise be applicable to such withdrawal or distribution. - 33 - abnonrepsav.'96 40 ARTICLE VI IN-SERVICE WITHDRAWALS AND LOANS 6.010 WITHDRAWALS FROM ACCOUNTS BY PARTICIPANTS UNDER AGE 59-1/2. (a) Subject to Sections 6.040 and 6.050, a Participant who has not yet attained age fifty-nine and one-half (59-1/2) may elect while still employed to withdraw certain amounts from his or her Accounts. As soon as practicable after the Company's receipt of such an election, there shall be paid or transferred to such Participant cash and, if applicable, stock from his or her Accounts in the following order: (i) first, from that portion of the Compensation Deduction Account, which is attributable to Compensation Deduction Contributions made prior to January 1, 1987; (ii) second, from the Rollover Account; (iii) third, from that portion of the Compensation Deduction Account, which is attributable to Compensation Deduction Contributions made after December 31, 1986; (iv) fourth, from that portion (if 100% vested) of the Company Contribution Account, which is attributable to Compensation Deduction Contributions; (v) fifth, from the Supplemental Deferral Account; and (vi) sixth, from the Compensation Deferral Account. (b) Withdrawals pursuant to paragraph (iii) of subsection (a) shall be subject to the suspension provisions of Section 8.020(d) and to the forfeiture provisions and withdrawal limitations of Section 6.030. (c) A Participant shall be permitted to withdraw from his or her Supplemental and Compensation Deferral Accounts, as described in paragraphs (v) and (vi) of subsection (a), only upon providing adequate evidence of a hardship, as provided in Section 6.050 and such a hardship withdrawal shall be governed by the provisions of that Section. (d) The portion of the Employee's Company Contributions Account which is attributable to Compensation Deferral Contributions shall not be available for withdrawal prior to the Employee's attainment of age fifty-nine and one-half (59-1/2). - 34 - abnonrepsav.'96 41 (e) In determining withdrawal amounts, the value of available Units in the Participant's Accounts shall be determined as of the Valuation Date coinciding with or immediately preceding the date of the election. 6.020 WITHDRAWAL FROM ACCOUNTS BY PARTICIPANTS OVER AGE 59-1/2. (a) A Participant who has attained age fifty-nine and one-half (59-1/2) while still employed by the Company may elect to withdraw any or all vested amounts from his or her Accounts. A Participant making such an election shall receive the amount of cash or, if applicable, stock to be withdrawn from his or her Accounts in the following order: (i) first, from that portion of the Compensation Deduction Account, which is attributable to Compensation Deduction Contributions made prior to January 1, 1987; (ii) second, from the Rollover Account; (iii) third, from that portion of the Compensation Deduction Account, which is attributable to Compensation Deduction Contributions made after December 31, 1986; (iv) fourth, from the Supplemental Deferral Account; (v) fifth, from the Compensation Deferral Account; (vi) sixth, from that portion (if 100% vested) of the Company Contribution Account, which is attributable to Compensation Deduction Contributions; and (vii) seventh, from that portion (if vested) of his or her Company Contributions Account, which is attributable to Compensation Deferral Contributions. (b) Withdrawals under paragraphs (iii) and (v) of subsection (a) shall be subject to the forfeiture provisions of Section 6.030, if the Units in the Employee's Company Contributions Account are not fully vested pursuant to the provisions of Section 5.010. (c) Withdrawals pursuant to this Section 6.020 shall not be subject to the suspension provisions of Section 8.020(d) or to the withdrawal limitations of Section 6.030(d). (d) In determining the distribution amounts, the value of available Units in the Participant's Accounts shall be determined as of the Valuation Date coinciding with or immediately preceding the date of the election. - 35 - abnonrepsav.'96 42 6.030 FORFEITURES AND LIMITATION ON WITHDRAWALS. (a) When applicable, any non-vested portion of a Participant's Company Contributions Account associated with a withdrawal from his or her Compensation Deduction Account shall be forfeited at the time of such withdrawal. (i) The forfeitable Units, if any, of a Participant's Company Contributions Account which are attributable to Compensation Deduction Contributions shall be determined by multiplying the dollar balance of the Participant's Company Contributions Account by a fraction, the numerator of which is equal to the dollar value of the Compensation Deduction Contributions which were withdrawn by the Participant and the denominator of which is the total dollar value of the Participant's Compensation Deduction Account (both such dollar values to be determined as of the last Valuation Date preceding the date of withdrawal). (ii) An Employee who has suffered a forfeiture described in this subsection (a) may elect to restore his or her interest in the Plan by making a cash repayment to the Plan in the amount and in the manner described in subsections (b) and (c). (b) In order to restore a forfeiture described in subsection (a), a repayment of the amount withdrawn by the Employee from his or her Compensation Deduction Account must be made within sixty (60) months after such withdrawal. For purposes of this subsection (b), the amount distributed to an Employee means the sum of the cash distributed to such Employee plus the dollar value of the Common Stock and any Class A Stock distributed to such Employee, determined at the closing price for Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on the Valuation Date applicable to the distribution or withdrawal (or if such Valuation Date falls on a date on which, for any reason, there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date). Such amount shall not be increased to reflect interest. (c) As soon as practicable after an Employee makes a repayment described in subsection (b), there shall be credited to the Employee's Company Contributions Account the dollar amount of any amounts forfeited as a result of the withdrawals. The amount repaid under this subsection (c) shall be credited to the Employee's Compensation Deduction Account and shall be allocated to the Investment Funds (including any contract accounts under the Guaranteed Return Fund) in the same proportion that the Participant's Deduction and Deferral Contributions under the Plan are then currently being made to the Investment Funds. The previously forfeited amount which is credited under this subsection shall subsequently vest as provided in Section 5.010. - 36 - abnonrepsav.'96 43 (d) Withdrawals shall be in a minimum amount of $100. An Employee who has not yet attained age fifty-nine and one-half (59-1/2) may not make a request for a partial withdrawal within twenty-six (26) weeks of any prior request for a partial withdrawal; provided, however, that this limitation upon the ability of such Employee to make a partial withdrawal (including hardship withdrawals pursuant to the provisions of Section 6.040) within twenty-six (26) weeks of any prior request for a partial withdrawal shall be waived by the Plan Administrator for the six-month period immediately following any due declaration by the President of the United States under applicable federal law that a particular occurrence or situation constitutes a national disaster condition, if such partial withdrawal is requested for a reason associated with financial need of the Employee resulting from the effects of the said condition. 6.040 ALLOCATION OF WITHDRAWALS AMONG INVESTMENT AND STOCK FUNDS. (a) Withdrawals shall be taken from the Employee's Accounts in the Investment Funds in a pro rata fashion, based upon the relative size of the said Accounts. (b) Notwithstanding the above subsection (a), an Employee may elect to have any such withdrawal taken: (i) first from the Employee's Account in Stock Fund B, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds; or (ii) first on a pro rata basis from the Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from the Employee's Account in Stock Fund B. 6.050 HARDSHIP WITHDRAWALS FROM DEFERRAL ACCOUNTS. (a) Subject to any restrictions the Plan Committee may establish pursuant to Section 6.040, an Employee who has not attained age fifty-nine and one-half (59-1/2) may request approval of the Administrative Committee to withdraw some or all of the Units of his or her Deferral Accounts, if the Employee demonstrates that the withdrawal is required as a result of a hardship and for payment of any federal, state or local income taxes and penalties reasonably anticipated to result from such withdrawal. (i) For the purposes of this subsection (a) the term "hardship" shall mean an immediate and heavy financial need of the Employee for which the amount required is not reasonably available to the Employee from other sources and which arises for one of the following reasons: - 37 - abnonrepsav.'96 44 (A) the purchase (excluding mortgage payments) or construction of a principal residence for the Employee, or to prevent eviction from, or foreclosure on the mortgage on, the Employee's principal residence; (B) the incurring of obligations for (1) tuition, related educational fees and room and board expenses for post-secondary education for the Employee, his or her spouse or one or more of his or her children or other dependents (as defined in section 152 of the Code) to be incurred during the twelve (12) month period immediately following the date of his or her request for distribution; or (2) expenses not covered by insurance which either have been previously incurred by the Employee for, or are necessary in order for the Employee to obtain, medical care (as described in section 213(d) of the Code) for the Employee, the Employee's spouse or one or more of his or her dependents (as defined in section 152 of the Code); (C) any other reason which is permitted under section 401(k)(2)(B)(i)(IV) of the Code and is approved by the Administrative Committee. (ii) Any determination of the existence of hardship, the reasonable availability to the Employee of funds from other sources and the amount to be withdrawn on account of such hardship shall be made by the Administrative Committee on the basis of all relevant facts and circumstances and in accordance with the foregoing rules, as applied in a uniform and nondiscriminatory manner. In making such determination, the Administrative Committee may, if it is reasonable to do so in the light of all relevant and known facts and circumstances, rely on the Employee's representation that the hardship cannot be relieved: (A) through reimbursement or compensation by insurance or otherwise; - 38 - abnonrepsav.'96 45 (B) by reasonable liquidation of the Employee's assets, to the extent that such liquidation would not itself cause an immediate and heavy financial need; (C) by suspension of Compensation Deferral or Compensation Deduction Contributions; or (D) by other distributions (other than hardship distributions) or loans (which meet the requirements of section 72(p) of the Code) from the Plan and any other plan maintained by an Affiliated Company or by any former employer or by borrowing from commercial sources at reasonable commercial rates. (b) Withdrawals pursuant to subsection (a) shall not result in the forfeiture of a Participant's interest in his or her Company Contribution Account. (c) Withdrawals pursuant to subsection (a) shall be taken from the Participant's Investment Fund Accounts, as elected by the Participant, either: (i) first from his or her Account in Stock Fund B, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds; or (ii) first on a pro rata basis from the Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from his or her Account in Stock Fund B. Any withdrawal from the Participant's Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by withdrawing amounts from the Fund's Account's in the contracts on a last-in first-out basis. (d) Withdrawals (including those from Stock Fund B) shall be in cash and for a minimum amount of $100. An Employee may not make a request for partial withdrawal within twenty-six (26) weeks of any prior request for partial withdrawal; provided, however, that this limitation upon the ability of an Employee to make a partial withdrawal (including hardship withdrawals pursuant to the provisions of subsection (a) of this Section) within twenty-six (26) weeks of any prior request for a partial withdrawal shall be waived by the Plan Administrator for the six-month period immediately following any due declaration by the President of the United States under applicable federal law that a particular occurrence or situation constitutes a national disaster condition, if such partial withdrawal is requested for a reason associated with financial need of the Employee resulting from the effects of the said condition. - 39 - abnonrepsav.'96 46 6.060 TRANSFERS TO ELIGIBLE RETIREMENT PLANS. If a Participant entitled to a distribution or withdrawal under this Article VI, shall so request in writing at the time his or her election to receive such distribution or withdrawal is made or at such later date as the Plan Administrator may permit, the Plan Administrator shall cause all or a portion of the amounts (including shares of Common Stock) with respect to which the Participant would be taxable under section 402 of the Code to be transferred from the Trustee directly to the custodian of an Eligible Retirement Plan specified by the Participant. Prior to effecting such transfer the Plan Administrator shall require evidence reasonably satisfactory to him or her that the entity to which such transfer is to be made is in fact an Eligible Retirement Plan and that such Eligible Retirement Plan may receive the distribution in the forms required under this Article VI. 6.070 LOANS. The Plan Committee shall establish, and may from time to time modify, procedures pursuant to which any Employee or other "party in interest" (as defined in ERISA section 3(14)) may apply for and receive a loan from the Plan in an amount not exceeding the least of (a), (b), (c) or (d): (a) the aggregate of the balances in the borrower's Deferral and Deduction Accounts; (b) an amount which, when combined with all outstanding loans to the borrower from all other plans of all Affiliated Companies, equals Fifty Thousand Dollars ($50,000), reduced by the excess, if any, of (i) the highest outstanding and unpaid balances of all prior loans to the borrower from the Plan and such other plans during the twelve (12) month period immediately preceding the date on which such loan is made, over (ii) the outstanding balance of any loan to the borrower from the Plan or such other plans on the date on which the loan is made; (c) one-half (1/2) of the aggregate of the fully vested and nonforfeitable interests in the balances of the borrower's Accounts; or (d) such amount, not exceeding the amounts described in (a) through (c) above, as the Plan Committee shall determine. 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. - 40 - abnonrepsav.'96 47 ARTICLE VII [RESERVED] ARTICLE VIII SUSPENSION OF SAVINGS AND CONTRIBUTIONS 8.010 VOLUNTARY SUSPENSION. (a) A Participant may at any time elect to have contributions suspended until further notice. Suspension shall become effective as soon as possible following the said election. (b) Subject to Section 2.010, a Participant who has elected to have contributions suspended, may elect to have contributions resumed, effective as soon as is reasonably possible following such election. 8.020 INVOLUNTARY SUSPENSION. A Participant's Compensation and Supplemental Deferral Contributions and/or Compensation Deduction Contributions shall be involuntarily suspended whenever: (a) no payment of Base Compensation is made by the Company to the Participant or, in the case of a Deduction Contribution, the amount payable after all applicable withholdings and deductions required by law or the Company is less than the applicable Deduction Contribution; (b) payroll deduction for Compensation Deduction Contributions under the Plan would be contrary to law; (c) the Participant is not an Eligible Employee of an Affiliated Company or of a component of the Company to which the benefits of the Plan have been extended; or - 41 - abnonrepsav.'96 48 (d) the Participant receives a distribution under Section 6.010(a)(iv) of Company Contributions Account Units which are attributable to his Compensation Deduction Contributions; provided, however, that the previously suspended Contributions shall resume following the completion of the twenty-six (26) week period beginning on the date of such distribution upon the Participant so affirmatively electing. 8.030 GENERAL PROVISIONS APPLICABLE TO SUSPENSIONS. Suspensions of a Participant's Deferral or Deduction Contributions, whether voluntary or involuntary, shall not affect his or her benefit and withdrawal rights under Articles V and VI of the Plan, but Company contributions on his or her behalf shall be similarly suspended. A Participant may not make up suspended Deferral or Deduction Contributions. - 42 - abnonrepsav.'96 49 ARTICLE IX DESIGNATION OF AND PAYMENT TO A BENEFICIARY 9.010 DESIGNATION OF A BENEFICIARY. Subject to the provisions of Section 1.070: (a) If a Participant dies, payment of the benefits provided under this Plan shall be made to such person or persons as he or she has designated as his or her Beneficiary to receive such benefits in the event of his or her death. (b) A Participant may change his or her designation of Beneficiary at any time by filing with the Plan Administrator (or such other person as is designated by the Plan Administrator) a request for such change. Such change shall become effective only upon receipt of the request by the Plan Administrator (or such other person as is designated by the Plan Administrator) but upon such receipt the change shall relate back to and take effect as of the date the Participant signed such request; provided, however, that neither the Company, the Trustee, the Plan Committee, the Plan Administrator, any other named or unnamed fiduciary, nor the Trust Fund shall be liable for any payment made to the Beneficiary designated before receipt of such request. (c) If no designation is effective pursuant to this Article or if the Plan Administrator or Trustee shall have any doubt as to the right of any Beneficiary or if the Beneficiary shall predecease the Participant, the amount of such benefits may be paid to the estate of the Participant, in which event neither the Company, the Trustee, the Plan Committee, the Plan Administrator, any other named or unnamed fiduciary, nor the Trust Fund shall be liable to anyone with respect to such payment. 9.020 PAYMENT TO A BENEFICIARY. Upon receipt by the Plan Administrator (or another person designated by him or her) of evidence satisfactory to such person of the death of a Participant and of the identity and existence at the time of such death of the Beneficiary, the Plan Administrator shall direct the Trustee to pay the Participant's Accounts to such Beneficiary. - 43 - abnonrepsav.'96 50 ARTICLE X TRUST AGREEMENT 10.010 ESTABLISHMENT OF TRUST FUND. The property resulting from contributions made on behalf of all Participants, including contributions made by the Company, shall be held in a Trust Fund by a corporate Trustee or Trustees selected by the Plan Committee pursuant to a Trust Agreement entered into between such Trustee and the Plan Committee. References in the Plan to Trustee shall be deemed to be applicable with equal force to co-Trustees or successor Trustees who may be so designated. 10.020 INVESTMENTS. (a) The Trustee shall establish: (i) a Diversified Fund, which shall be invested in stocks, convertible bonds and other corporate securities (other than securities issued by Rockwell or the Company), as well as in cash equivalents and other miscellaneous securities; (ii) a Fixed Income Fund, which shall be invested in debt instruments (other than debt instruments issued by Rockwell or the Company) with maturity dates of three years or less, which such instruments shall include treasury bills, treasury notes, treasury bonds, federal agency obligations, other instruments of government debt, bankers' acceptances and bank certificates of deposit; (iii) an Intermediate Term Bond Fund, which shall be invested in debt instruments with a combined average maturity of five years or less, which such instruments shall include treasury bills, treasury notes, treasury bonds, federal agency obligations and other instruments of government debt; (iv) a Guaranteed Return Fund consisting of the Trust Fund's interest in contracts issued by one or more insurance companies, which contracts: (A) guarantee the principal and interest thereon for a specified period of time, and (B) accrue such guaranteed interest on a monthly basis; (v) Stock Fund A, which shall consist of all cash, Common Stock and the proceeds and income therefrom, attributable to Company Contributions; - 44 - abnonrepsav.'96 51 (vi) Stock Fund B, which shall consist of all cash, Common Stock and the proceeds and income on such cash and Stock attributable to contributions made by or on behalf of Participants under the Plan and designated as contributions to Stock Fund B. (b) The Trust Agreement will provide the following: (i) The Plan Committee may from time to time direct the segregation of all or a portion of the Investment Funds, other than the Guaranteed Return Fund and Stock Fund B and shall appoint Investment Managers with respect to the portions of the Investment Funds so segregated. Any Investment Manager so appointed shall have full discretion to direct the Trustee with respect to the acquisition, retention, management and disposition of the assets from time to time comprising the Investment Manager's Account. (ii) The Trustee shall pay all cash in the Guaranteed Return Fund to the one or more insurance companies described in paragraph (iv) of Section 10.020(a), subject to the terms of the contracts described in such paragraph. (iii) The Trustee shall use all cash in Stock Fund A and Stock Fund B only to purchase Common Stock. Rights, options, or warrants offered to purchase Common Stock shall be exercised by the Trustee in his or her discretion but only to the extent that there is cash available in Stock Fund A and Stock Fund B for investment. To the extent they are not exercised, the same shall be sold on the open market. Rights, options, or warrants to purchase securities of Rockwell or its subsidiaries or affiliates other than Common Stock shall be sold by the Trustee on the open market. (iv) In making all investments pursuant to this Plan, the Trustee and the Investment Manager shall: (A) not be bound by any law or any court doctrine of any state or jurisdiction limiting trust investments, except as otherwise provided by ERISA; (B) give consideration to the cash requirements of the Plan; (C) not cause the Plan to engage in any transaction constituting a prohibited transaction under section 406 of ERISA. - 45 - abnonrepsav.'96 52 10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUND A AND STOCK FUND B. (a) Except as otherwise provided in this Section 10.030, the duty with respect to the voting, retention, and tendering of Common Stock held in Stock Fund A or Stock Fund B shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. (b) With respect to any matter as to which a vote of the outstanding shares of Common Stock is solicited: (i) the Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of the Participant's vested and non-vested shares of Common Stock held in or credited to Stock Fund A or Stock Fund B as of the record date fixed for determining the holders of Common Stock entitled to vote on such matter are to be exercised with respect to such matter, and the Trustee shall exercise the voting rights of such shares with respect to such matter in accordance with the last-dated timely written direction, if any, of such Participant; and (ii) the Trustee, in its sole discretion, shall exercise voting rights of shares of Common Stock held in Stock Fund A or Stock Fund B as to which no timely direction has been received pursuant to paragraph (i). (c) In the event of any Tender Offer (as defined in Section 1.600): (i) the Trustee shall solicit the direction in writing of each Participant, as to the tendering or depositing of any vested or non-vested shares of Common Stock held in Stock Fund A or Stock Fund B as of the Tender Date with respect to such Participant or have been credited as of such Tender Date to the Accounts in Stock Fund 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: - 46 - abnonrepsav.'96 53 (i) immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited, or (ii) immediately preceding the expiration of the period during which such shares of Common Stock will be taken up and paid for on a pro rata basis pursuant to such Tender Offer, or (iii) the expiration of 30 days from the date of the Trustee's solicitation of Participants' written direction pursuant to subsection (c)(i). (e) The duty with respect to the withdrawing of, or other exercise of any right to withdraw, shares of Common Stock held in Stock Fund A or Stock Fund B which have been tendered or deposited pursuant to any such Tender Offer shall be solely that of the Trustee, provided that the Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Common Stock have been tendered or deposited pursuant to any such Tender Offer as to the withdrawing of, or other exercise of any right to withdraw, such shares of Common Stock and, if such solicitation is made, the Trustee shall act in accordance with the last dated timely written direction, if any, of each such Participant. As used herein, the term 'Tender Date' means the date on which the Trustee tenders or deposits any shares of the Common Stock either representing the vested or non-vested interest of such Participant in Stock Fund A or credited to the Accounts in Stock Fund B of such Participant. 10.040 FORM OF TRUST AGREEMENT. The Trust Agreement shall be in such form and contain such provisions as the Plan Committee may deem appropriate (consistent with the provisions of Section 10.020, Section 10.030 and Section 16.030). The Trust Agreement shall be deemed to form a part of this Plan, and all rights and benefits that may accrue to any person under this Plan shall be subject to all the terms and provisions of the Trust Agreement. The Trust Agreement may authorize the Trustee to invest all or part of the assets of the Trust Fund in a collective trust for investment purposes and deposit amounts held in any of the funds comprising the Trust Fund in an interest bearing account in a bank or similar financial institution (including without limitation the commercial banking department of the Trustee) on a temporary basis pending either: (a) investment of such amounts or (b) distribution of funds to Plan Participants. 10.050 RIGHTS IN THE TRUST FUND. Nothing in the Plan or in the Trust Agreement shall be deemed to confer any legal or equitable right or interest in the Trust Fund in favor of any Participant, Beneficiary or other person, except to the extent expressly provided in the Plan. - 47 - abnonrepsav.'96 54 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 may be paid from the Trust Fund and shall constitute a charge on the Trust Fund until paid; provided, however, that in no event shall the Trust Fund nor the Company (unless the Company is specifically so directed by resolution of the Company's Board of Directors) pay any such Trustee, Investment Manager or investment advisors fees or expenses: (i) for preparation or prosecution of any action against the Company, the Plan, any member of the Plan Committee or the Plan Administrator, or (ii) for the defense or settlement of, or the satisfaction of a judgment related to, any proceeding arising either out of any alleged misfeasance or nonfeasance in any person's performance of duties with respect to the Plan or out of any alleged wrongful act against the Plan. There shall be included in the reasonable expenses payable from the Trust Fund any direct internal costs (which may include reimbursement of compensation of Company Employees) associated with Plan operations and administration, the payment of which shall be in conformity with the requirements of Title I of ERISA. Neither the Plan Administrator nor the members of the Plan Committee shall be compensated from the Plan but may be compensated by the Company or an Affiliated Company for services rendered on behalf of the Plan. (b) Brokerage fees, commissions, stock transfer taxes and other charges and expenses incurred in connection with transactions relating to the acquisition or disposition of property for or of the Trust Fund, or distributions therefrom, shall be paid from the Trust Fund. Taxes, if any, payable by the Trustee on the assets at any time held in the Trust Fund or on the income thereof shall be paid from the Trust Fund. - 48 - abnonrepsav.'96 55 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. - 49 - abnonrepsav.'96 56 11.060 PLAN COMMITTEE POWERS. In addition to any powers and authority conferred on the Plan Committee elsewhere in the Plan or by law, the Plan Committee shall have the following powers and authority: (a) to allocate fiduciary responsibilities, other than trustee responsibilities (responsibilities under the Trust Agreement to manage or control the Plan assets) to one or more members of the Plan Committee or to the Plan Administrator and to designate one or more persons (other than the Trustee or Investment Manager) to carry out such fiduciary responsibilities; (b) to appoint one or more Investment Managers or investment advisors (who need not be Investment Managers and who shall not have authority to manage, acquire, or dispose of Plan assets). (c) to determine the manner in which the assets of this Plan, or any part thereof, shall be disbursed by the Trustee, except as relates to the making and retention of investments; and (d) to establish rules and regulations from time to time for the conduct of the Plan Committee's business and for the administration and effectuation of its responsibilities under the Plan. 11.070 PLAN ADMINISTRATOR. In addition to any powers and authority conferred on the Plan Administrator elsewhere in the Plan, the Plan Administrator shall have the following powers and authority: (a) to administer, interpret, construe and apply this Plan and to decide all questions which may arise or which may be raised by any Employee, Participant, Beneficiary, or other person whatsoever, and the actions or decisions of the Plan Administrator in regard thereto, or in regard to anything or matter otherwise within his or her discretion, shall be conclusive and binding on all Employees, Participants, Beneficiaries, and other persons whatsoever; (b) to designate one or more persons, other than the Trustee or the Investment Manager, to carry out fiduciary responsibilities (other than trustee responsibilities); (c) to establish rules and regulations from time to time for the administration and effectuation of his or her responsibilities under the Plan. The Plan Administrator shall have such other responsibility as is designated by ERISA as the responsibility of the administrator of the Plan and shall have such other power and authority as is necessary to fulfill his or her responsibilities under ERISA or under the Plan. - 50 - abnonrepsav.'96 57 11.080 RELIANCE UPON DOCUMENTS AND OPINIONS. The members of the Plan Committee and the Administrative Committee, the Plan Administrator, the Board of Directors and the Company shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultants or consulting firms, opinions furnished by legal counsel and reports furnished by the Trustee. The members of the Plan Committee, the Plan Administrator, the Board of Directors and the Company shall be fully protected and shall not be liable in any manner whatsoever, except as otherwise specifically provided by law, for anything done or action taken or suffered in reliance upon any such consultant, Trustee or counsel. Any and all such things done or such actions taken or suffered by the Plan Committee, the Plan Administrator, the Board of Directors and the Company shall be conclusive and binding on all Employees, Participants, Beneficiaries, and other persons whatsoever except as otherwise specifically provided by law. The Plan Committee and the Plan Administrator may, but are not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and to the extent they rely thereon, such records shall be conclusive with respect to all Employees, Participants, and Beneficiaries. 11.090 REQUIREMENT OF PROOF. The Plan Committee, the Plan Administrator, the Administrative Committee, the Board of Directors or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant, or Beneficiary, and no such person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof shall be furnished as so required. 11.100 LIMITATION ON LIABILITY. (a) Except as provided in Part 4 of Title 1 of ERISA, no person shall be subject to any liability with respect to his or her duties under the Plan, unless he or she acts fraudulently or in bad faith. (b) No person shall be liable for any breach of fiduciary responsibility resulting from the act or omission of any other fiduciary or any person to whom fiduciary responsibilities have been allocated or delegated, except as provided in ERISA section 405(a) and 405(c)(2)(A) or (B). No action or responsibility shall be deemed to be a fiduciary action or responsibility except to the extent required by ERISA. 11.110 INDEMNIFICATION. To the extent permitted by law, the Company shall indemnify the Board of Directors, the Plan Administrator, each member of the Plan Committee, each member of the Administrative Committee and any other employee of the Company with duties under the Plan against expenses (including any amount paid in settlement) reasonably incurred by him or her in connection with any claims against him or her by reason of his or her conduct (except for his or her willful misconduct) in the performance of his or her duties under the Plan. 11.120 MULTIPLE FIDUCIARY CAPACITY. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan. - 51 - abnonrepsav.'96 58 11.130 MAILING AND LAPSE OF PAYMENTS. All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant, to that of any other person entitled to such payments under the terms of the Plan) furnished pursuant to Section 11.150 below. If the Plan Administrator cannot, by making a reasonably diligent attempt by mail, locate either the Participant or his or her Beneficiary, as the case may be, for a period of seven years, such Participant or Beneficiary shall be presumed dead. If payment cannot be made alternately to the estate of either and no surviving spouse, child, grandchild, parent, brother or sister of the Participant or his or her Beneficiary are known to the Plan Administrator or the Trustee or, if known, cannot with reasonable diligence be located, the amount payable shall be retained by the Trustee until the amount can be distributed pursuant to the provisions of this Plan or of applicable law. 11.140 NON-ALIENATION. (a) Except as provided in subsection (b), no right or benefit provided for in the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance (including garnishment, attachment, execution or levy of any kind or charge) and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void. (b) The non-alienation rule of subsection (a) shall not apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to: (i) a levy for federal income tax issued against the Participant by the Internal Revenue Service; or (ii) a domestic relations order, which the Plan Administrator determines is a qualified domestic relations order under section 414(p) of the Code and which requires that the order's alternate payee (as defined in the said Code section) will be paid in a lump sum as soon as is practicable following the order's issuance. 11.150 ADDRESSES. Each Participant shall be responsible for furnishing the Plan Administrator with his or her current address and the correct current name and address of his or her Beneficiary. 11.160 NOTICES AND COMMUNICATIONS. (a) All communications from Participants shall be in the manner from time to time prescribed by the Plan Administrator and shall be addressed or - 52 - abnonrepsav.'96 59 communicated (including telephonic communications) to such entity or Company office as may be designated by the Plan Administrator, and shall be deemed to have been given to the Company when received by such entity or Company office. (b) Each communication directed to a Participant or Beneficiary shall be in writing and may be delivered in person or by mail, in which latter event it shall be deemed to have been delivered and received by him or her when so deposited in the United States Mail with postage prepaid addressed to the Participant or Beneficiary at his or her last address of record with the office designated by the Plan Administrator. 11.170 COMPANY RIGHTS. The Company's rights to discipline or discharge Employees or to exercise its rights as to incidents and tenure of employment shall not be affected in any manner by reason of the existence of the Trust Agreement or the Plan, or any action taken under them. 11.180 PAYMENTS ON BEHALF OF INCOMPETENT PARTICIPANTS OR BENEFICIARIES. In the event that the Plan Administrator or his or her designee shall find that any Participant or Beneficiary to whom a benefit is payable under the terms of this Plan is unable to care for his or her affairs because of illness or accident, is otherwise mentally or physically incompetent, or unable to give a valid receipt, the Plan Administrator may cause the payment becoming due to such Participant or Beneficiary to be paid to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Plan Committee, the Administrative Committee, the Company, or the Trustee, to follow the application of such payment. Any such payment shall be a payment for the account of the Participant or Beneficiary and shall operate as a complete discharge of all liability therefor under this Plan of the Trustee, the Company, the Plan Administrator, the Administrative Committee, and the Plan Committee. - 53 - abnonrepsav.'96 60 ARTICLE XII PARTICIPANT'S CLAIMS 12.010 REQUIREMENT TO FILE CLAIM. A Participant wishing a distribution or withdrawal from the Plan must present a claim, in such manner and pursuant to such procedure established by the Plan Administrator, with the person or entity designated by the Plan Administrator. A claimant who fails to comply with the manner and procedure designated by the Plan Administrator shall be deemed not to have made such claim. The person or entity designated by the Plan Administrator shall approve or deny in writing within thirty (30) days any claim which has been so presented. 12.020 APPEAL OF DENIED CLAIM. (a) A Participant whose claim has been denied as set forth in Section 12.010 may appeal the denial to the Plan Administrator by filing a written appeal within sixty (60) days of the date of the denial. (b) The Participant or his or her representative shall, for the purpose of preparation of such appeal, have the right to inspect any document (including computerized records) relied upon by the Plan Administrator's representative in denying the claim. (c) The Plan Administrator or his or her delegate shall make a final, full and fair review of any such decision which is appealed. A decision which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the person making such decision. - 54 - abnonrepsav.'96 61 ARTICLE XIII AMENDMENT, MERGERS, TERMINATION, ETC. 13.010 AMENDMENT. The Board of Directors may, at any time and from time to time, amend this Plan in whole or in part. However, except as provided in Section 15.040 below, no amendment shall be made the effect of which would be: (a) to cause any contributions paid to the Trustee to be used for or diverted to purposes other than providing benefits to the Participants and their Beneficiaries, and defraying reasonable expenses of administering the Plan, prior to satisfaction of all liabilities with respect to Participants and their Beneficiaries; (b) to have any retroactive effect so as to deprive any Participant or Beneficiary of any benefit to which he or she would be entitled under this Plan if his or her employment were terminated immediately before such amendment; or (c) to increase the responsibilities or liabilities of any Trustee or Investment Manager without its written consent. 13.020 TRANSFER OF ASSETS AND LIABILITIES. The Plan Committee at any time may, in its sole discretion without the consent of the Participant or his or her representative, cause the Trustee to segregate part of the assets of the Trust Fund into one or more separate trust funds and designate a group of Participants whose benefits shall be provided solely from each such segregated fund. The Board of Directors may, in its sole discretion without the consent of any Participant or his or her representative, establish a separate plan to cover any such group of Participants. The initial terms and conditions of any such plan shall be identical to the extent such terms and conditions affect the rights of Participants under the Plan. Amendment to the Plan shall not be necessary to carry out the provisions of this Section 13.020. Any such transfer of assets and liabilities to another plan shall be expressly conditioned on the qualification of such plan and trust under section 401(a) and section 501(a) of the Code. 13.030 MERGER RESTRICTION. Notwithstanding any other provision in this Plan, the Plan shall not in whole or in part merge or consolidate with, or transfer its assets or liabilities to any other plan unless each affected Participant in this Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 13.040 SUSPENSION OF CONTRIBUTIONS. The Company may, without amendment of the Plan and without the consent of any Participant or representative of any Participant, suspend contributions to the Plan as to all or certain Participants by action of the Board of Directors. In any event, the Company will suspend contributions at any time when the - 55 - abnonrepsav.'96 62 amount of any contribution by it would be in excess of the earnings, including retained earnings, of the Company. Upon a suspension, the Plan Committee may, in its sole discretion permit the Trust Fund to continue to be held by the Trustee, or may segregate one or more parts of the Trust Fund, as provided in Section 13.020. 13.050 DISCONTINUANCE OF CONTRIBUTIONS. The Company may, by action of the Board of Directors, without amendment of the Plan and without the consent of any Participant or representative of any Participant, discontinue such contributions to the Plan as to all or certain Participants. Upon such discontinuance the Plan Committee may in its sole discretion segregate one or more parts of the Trust Fund, as provided in Section 13.020. 13.060 TERMINATION. The Plan Committee may terminate or partially terminate the Plan at any time. Upon such termination or partial termination of the Plan, or upon a complete discontinuance of contributions pursuant to Section 13.050 the Accounts of each affected Participant shall become nonforfeitable, and for this purpose the Company shall contribute to the Company Contribution Accounts of all Employees who: (a) have forfeited Units in such Accounts under Articles V and VI within five (5) years prior to such termination, and, (b) but for such forfeitures, would have been vested in such forfeited Units under Section 5.010 on the date of termination of the Plan, amounts sufficient to restore such forfeitures in the same manner as such forfeitures could have been restored by such persons under applicable provisions of the said Articles V and VI. In the event of termination or partial termination the Plan Committee may, without the consent of any Participant or other person, (i) permit the Trustee to retain all or part of the Trust Fund or (ii) distribute all or part of the Trust Fund to the Participants or their spouses or Beneficiaries. - 56 - abnonrepsav.'96 63 ARTICLE XIV STATUTORY LIMITATIONS 14.010 ANNUAL LIMITS OF PARTICIPANTS' ACCOUNT INCREASES. (a) This Article XIV is intended to conform the Plan to the requirements of section 415 of the Code, and the regulations issued thereunder; and shall be administered and interpreted in accordance with such requirements and regulations; and notwithstanding any provision of this Plan to the contrary, no amount shall be credited to any Participant's Account which is in excess of the limitation imposed by said section 415, as from time to time amended or replaced. (b) The amount allocated in each calendar year to any Participant under the combination of defined contribution plans of all Affiliated Companies cannot exceed the lesser of $30,000 (or such larger amount as may be established under section 415(d)(1)(B) of the Code to reflect an increase in the cost of living) or 25% of the Participant's total compensation. For purposes of this limitation, the amount allocated shall be deemed to be comprised of: (i) Company Contributions, Compensation Deferral Contributions and Supplemental Deferral Contributions with respect to the Participant; and (ii) forfeitures; and (iii) for all calendar years ending on or prior to December 31, 1986, the lesser of: (A) one half of the Participant's Compensation Deduction Contributions; or (B) the Participant's Compensation Deduction Contributions in excess of 6% of his or her total compensation from the Company or an Affiliated Company; and (iv) for each calendar year commencing on or after January 1, 1987, the Participant's Compensation Deduction Contributions. 14.020 LIMITS AS TO COMBINED PLANS. In the case of a Participant who also is a participant in a defined benefit pension plan which is or was maintained by the Company or an Affiliated Company and to which section 415 of the Code applies, the limitation set forth herein shall be further adjusted in compliance with section 415(e) of the Code. In making such adjustment, the maximum benefit allowable shall be paid hereunder before applying the limitations on the defined benefit plan. - 57 - abnonrepsav.'96 64 14.030 COMBINING SIMILAR PLANS. For purposes of this Article, all defined contribution plans which are required to be aggregated under section 414(b) of the Code shall be so aggregated and the limitation set forth herein shall be applied to the total amounts allocated under all such plans. 14.040 ADJUSTMENT TO DEFERRAL CONTRIBUTIONS. To the extent the Compensation Deferral Contributions and Supplemental Deferral Contributions elected by a Participant under Sections 2.020(a)(i) and (b)(i) would, if made, cause the total amount allocated to a Participant in any calendar year to exceed the limitations set forth in this Article, such amount shall be paid as compensation to the Participant and shall be contributed to the Plan by the Participant as Compensation Deduction Contributions to the full extent permitted under this Article and Section 2.030. - 58 - abnonrepsav.'96 65 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. - 59 - abnonrepsav.'96 66 ARTICLE XVI TENDER OFFERS: PLAN ADMINISTRATION 16.010 APPLICABILITY. The provisions of this Article XVI shall take effect only as of the date of the first tender or deposit by the Trustee of any share of Common Stock pursuant to any Tender Offer (as herein defined) in accordance with the Trust Agreement, and shall remain in effect thereafter unless and until (a) each share of Common Stock held in Stock Fund A or Stock Fund B which has been tendered or deposited in accordance with the Trust Agreement, pursuant to such Tender Offer or any subsequent Tender Offer commenced while the provisions of this Article XVI are in effect has been effectively withdrawn by or otherwise returned to the Trustee and (b) the certificate representing each share is in the possession of the Trustee. As used in this Article XVI, the term "Tender Offer" means any tender offer for, or request or invitation for tenders of, the Common Stock subject to section 14(d)(1) of the Securities Exchange Act of 1934, as amended, or any regulation thereunder, except for any such tender offer or request or invitation for tenders made by the Company or any Affiliated Company. 16.020 ADDITIONAL DEFINITIONS. While the provisions of this Article XVI are in effect: (a) the term "Sub Fund A" shall mean the fund established by the Trustee pursuant to Section 16.030(a)(i); and (b) the term "Sub Fund B" shall mean the fund established by the Trustee pursuant to Section 16.030(a)(ii). 16.030 ESTABLISHMENT AND INVESTMENT OF SUB FUND A AND SUB FUND B. While the provisions of this Article XVI are in effect: (a) The Trustee shall establish: (i) A Sub Fund A consisting of any cash, securities or other consideration received by the Trustee as payment for shares of Common Stock previously held in Stock Fund A which were tendered or deposited in accordance with the Trust Agreement, all property purchased therewith and the proceeds and income therefrom; and (ii) A Sub Fund B consisting of any cash, securities or other consideration received by the Trustee as payment for shares of Common Stock previously held in Stock Fund B which were tendered or deposited in accordance with the Trust Agreement, all property purchased therewith and the proceeds and income therefrom. (b) The Trustee shall use all cash in Sub Fund A and Sub Fund B only to purchase the kinds of instruments of debt with maturity of not more than three years in which the Trustee and any Investment Manager may invest and - 60 - abnonrepsav.'96 67 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, and proceeds from the sale or other disposition of, any securities or other consideration held by the Trustee for Participants in Sub Fund A or Sub Fund B pursuant to a tender or deposit of shares of Common Stock in accordance with the Trust Agreement, shall be similarly invested and reinvested. (c) The funding policy of the Plan determined by the Plan Committee pursuant to Section 11.040 shall be consistent with the objectives for Sub Fund A and Sub Fund B. 16.040 MAINTENANCE AND VALUATION OF SUB FUND A AND SUB FUND B. While the provisions of this Article XVI are in effect: (a) A separate Account representing each Participant's interest in Sub Fund A and Sub Fund B under the Participant's Company Contribution Account, Deferral Accounts or Deduction Account, as applicable, shall be maintained. Such separate Accounts shall contain sufficient information to permit with respect to Sub Fund A and Sub Fund B a determination of the dollar balance of such Participant's Accounts at any time in accordance with the Unit valuation described in subsections (b), (c) and (d) hereof. Such separate Accounts shall contain sufficient information to permit such other determinations as may be required to carry out the provisions of this Plan. (b) The interest of each Participant in Sub Fund A and Sub Fund B shall be represented by Units allocated to his or her Accounts. The initial value of each Unit to be allocated to his or her Accounts in respect of amounts held by the Trustee in Sub Fund A or Sub Fund B shall be One Dollar ($1.00), and Units shall be credited to each Participant on such basis for amounts received by the Trustee on his or her behalf prior to the first Valuation Date following the first receipt by the Trustee of cash, securities or other consideration for shares of Common Stock previously representing his or her interest in Stock Fund A which were tendered or deposited in accordance with the Trust Agreement, in the case of Sub Fund A, and the first Valuation Date following the first receipt by the Trustee of cash, securities or other consideration for shares of Common Stock previously held in his or her Accounts in Stock Fund B which were tendered or deposited in accordance with the Trust Agreement, in the case of Sub Fund B. Each receipt on behalf of a Participant of cash, securities or other consideration for shares of Common Stock previously representing his or her interest in Stock Fund A which were tendered or deposited in accordance with the Trust Agreement, or each payment to a Participant from Sub Fund A, and each receipt on behalf of a Participant by the Trustee of cash, securities or other consideration for shares of Common Stock previously held in his or her Accounts in Stock Fund B - 61 - abnonrepsav.'96 68 which were tendered or deposited in accordance with the Trust Agreement, or each payment to a Participant from Sub Fund B, shall result in a credit or charge to the affected Account of the Participant equal to the number of Units received or paid as the case may be. (c) As of the Valuation Date immediately following the first deposit into Sub Fund A or Sub Fund B, as the case may be, and as of each succeeding Valuation Date, an amount equal to the fair market value of all property in each such Sub Fund shall be determined by the Trustee in such manner and on such basis as it shall deem appropriate. Such amount shall be divided by the total number of Units credited to all Participants in each such Sub Fund, thereby establishing a new Unit Value. With respect to each such Sub Fund, each receipt therein or payment therefrom after such Valuation Date shall be converted to Units by dividing such new Unit value into the amount of such receipt or payment and the affected Account of the Participant shall be credited or charged, as the case may be, with the portion of the number of Units so computed properly attributable to such Participant. (d) As of any specified date, the dollar balance of the individual Accounts of each Participant in Sub Fund A and Sub Fund B shall be determined in the same manner as under Section 4.040 (but using for such determination amounts received by the Trustee in respect of Sub Fund A and Sub Fund B in lieu of contributions). (e) The Participant's Account in Stock Fund A shall be reduced as of each date on which the Trustee receives cash, securities or other consideration for shares of Common Stock previously representing some or all of his or her interest in Stock Fund A which were tendered or deposited in accordance with the Trust Agreement, by the number of Units which bears the same relation to the number of Units credited to such Account immediately prior to the tender or deposit of such shares as the portion of his or her interest in Stock Fund A in respect of which such shares were tendered bore to his or her entire interest in Stock Fund A immediately prior to the tender or deposit of such shares. (f) The Participant's Accounts in Stock Fund B shall be reduced as of each date on which the Trustee receives cash, securities or other consideration for shares of Common Stock previously held in such Accounts which were tendered and deposited in accordance with the Trust Agreement, by the number of such shares which were so tendered or deposited. 16.050 BENEFITS PAYABLE FROM SUB FUNDS AT TERMINATION OF EMPLOYMENT. While the provisions of this Article XVI are in effect: (a) For purposes of Section 5.010, each Unit representing a Participant's interest in Sub Fund A that results from the crediting to the Participant's Account in Sub Fund A of cash, securities or other consideration received by the Trustee - 62 - abnonrepsav.'96 69 pursuant to the tender or deposit in accordance with the Trust Agreement, of shares of Common Stock previously representing his or her interest in Stock Fund A shall be deemed attributable to Company Contributions made on the Participant's behalf which resulted in the credit to his or her Account in Stock Fund A of a Unit in respect of such interest. (b) For purposes of Section 5.020(a): (i) The full dollar balance of the Participant's accounts in Sub Fund A and Sub Fund B shall be deemed to be described in paragraph (iii) thereof, and such balance shall be deemed to be an amount that the Participant (or his or her Beneficiary in the case of death) shall receive under paragraph (i) thereof. Such balance shall be determined, in the manner provided by Section 16.040(d), by reference to the Units in each such account on the date of the Participant's termination of employment for any reason set forth in Section 5.020(a), and the value of each Unit on the Valuation Date coinciding with or immediately preceding such date. (ii) The amounts set forth in subparagraphs (A) and (B) of paragraph (iii) of Section 5.020(a) shall be amounts that the Participant (or his or her Beneficiary in the case of death, shall receive under paragraph (i) thereof; provided, however, that no share of Common Stock representing a Participant's interest in Stock Fund A or held in such Participant's Accounts in Stock Fund B which, as of the date of such Participant's termination of employment for any reason set forth in Section 5.020(a), has been tendered or deposited in accordance with the Trust Agreement, shall be transferred to such Participant (or his or her Beneficiary in the case of death) pursuant to paragraph (i) of Section 5.020(a) unless and until such share has been effectively withdrawn by or otherwise returned to the Trustee and the certificate representing such share is in the possession of the Trustee; and provided, further, however, that there shall be paid or transferred to such Participant (or his or her Beneficiary in the case of death) any and all cash, securities or other consideration received by the Trustee for whole shares of Common Stock previously representing such Participant's interest in Stock Fund A or held in such Participant's Accounts in Stock Fund B as of the Valuation Date immediately preceding the date of such termination and which were tendered or deposited in accordance with the Trust Agreement, as soon as practicable after the receipt of such cash, securities or other consideration by the Trustee. (c) If the Participant's employment is terminated for any reason other than those reasons set forth in Sections 5.020 or 5.030, the Participant shall receive as soon as practicable: - 63 - abnonrepsav.'96 70 (i) The vested portion of the dollar balance of his or her account in Sub Fund A and the full dollar balance of his or her Accounts in Sub Fund B. Such balances shall be determined, in the manner provided in Section 16.040(d), by reference to the Units in each such Account on the date of such termination and the value of each Unit on the Valuation Date coinciding with or immediately preceding such date. (ii) The amounts set forth in paragraphs (i) through (iv) of Section 5.040(a); provided, however, that no share of Common Stock representing such Participant's vested interest in Stock Fund A or held in such Participant's Accounts in Stock Fund B which, as of the date of such termination, has been tendered or deposited in accordance with the Trust Agreement, shall be transferred to such Participant after the date of such termination unless and until such share has been effectively withdrawn by or otherwise returned to the Trustee and the certificate representing such share is in the possession of the Trustee; and provided further, however, that there shall be paid or transferred to such Participant any and all cash, securities or other consideration received by the Trustee for whole shares of Common Stock previously representing such Participant's vested interest in Stock Fund A or held in such Participant's Accounts in Stock Fund B as of the Valuation Date immediately preceding the date of such termination and which were tendered or deposited in accordance with the Trust Agreement, as soon as practicable after the receipt of such cash, securities or other consideration by the Trustee. 16.060 DISTRIBUTIONS FROM THE PLAN UNDER SECTION 6.010. While the provisions of this Article XVI are in effect: (a) The amount paid or transferred to a Participant who elects a distribution in accordance with Section 6.010 shall be determined in the same manner as under Section 16.050(c) (except that the date of receipt of the election shall be used for such determination in lieu of the date of termination and except that the Participant's Compensation Deferral Account and the related portion of his or her Company Contribution Account, if any, shall not be distributable). (b) As soon as practicable after an Employee makes a repayment described in Section 6.020, there shall be credited to the Employee's Company Contribution Account a dollar amount as set forth in Section 6.020(c)). To the extent that the dollar amount to be credited to his or her Company Contribution Account relates to shares of Common Stock previously representing his or her interest in Stock Fund A for which the Trustee received cash, securities or other consideration pursuant to the tender or deposit thereof in accordance with the Trust Agreement, such dollar amount shall be allocated to Sub Fund A. - 64 - abnonrepsav.'96 71 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 6.020(c); provided, however, that, if the Participant makes a repayment in respect of shares of Common Stock previously held in his or her Compensation Deduction Account in Stock Fund B for which the Trustee received cash, securities or other consideration pursuant to the tender or deposit thereof in accordance with the Trust Agreement, a dollar amount equal to the amount of such repayment shall be allocated to the Participant's Compensation Deduction Account in Sub Fund B. The amounts credited under this subsection (b) shall vest, and, for purposes of this subsection (b), the balance of the Participant's Company Contribution Account shall be determined, as set forth in the penultimate and last sentences of Section 6.020(d). 16.070 WITHDRAWALS FROM DEDUCTION ACCOUNTS UNDER SECTION 6.020. While the provisions of this Article XVI are in effect: (a) For purposes of Section 6.020(c), withdrawals pursuant to this subsection (a) shall be taken from the Employee's Accounts in the Investment Funds in a pro rata fashion, based upon the relative size of the said Accounts. Any withdrawal from his or her Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by first exhausting his or her Accounts in the most recent contracts under such Fund. An Employee may, however, elect to have any such withdrawal taken first from his or her Account in Stock Fund B, with any additional withdrawal amount to be taken from his or her Accounts in the remaining Investment Funds. (b) For purposes of subsection (c) of Section 6.020, as soon as practicable after a Participant makes a repayment described in such subsection, there shall be credited to the Participant's Company Contribution Account a dollar amount as set forth in the first sentence of such subsection immediately following paragraph (iv) thereof. To the extent that the dollar amount to be credited to his or her Company Contribution Account relates to shares of Common Stock previously representing his or her interest in Stock Fund A for which the Trustee received cash, securities or other consideration pursuant to the tender or deposit thereof in accordance with the Trust Agreement, such dollar amount shall be allocated to Sub Fund A. At the same time, the Participant's Compensation Deduction Account shall be credited with a dollar amount equal to the amount repaid by the Participant to such Account, and such amount shall be used to purchase Units and shall be allocated to the funds and any accounts under the Guaranteed Return Fund, as set forth therein; provided, however, that, if the Participant makes a repayment in respect of shares of Common Stock previously held in his or her Compensation Deduction Account in Stock Fund B as to which a withdrawal election was made and for which the Trustee received cash, securities or other consideration pursuant to the tender - 65 - abnonrepsav.'96 72 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 as set forth in the last sentence of Section 6.020(c). (c) Partial withdrawals pursuant to Section 6.020(d) shall be in a minimum amount of $100 with respect to Sub Fund B. 16.080 WITHDRAWALS FROM DEFERRAL ACCOUNTS UNDER SECTION 6.030. While the provisions of this Article XVI are in effect, For purposes of Section 6.030, withdrawals, in minimum amounts of $100 shall be taken from the Employee's Accounts in the Investment Funds in a pro rata fashion, based upon the relative size of the said Accounts. Any withdrawal from his or her Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by first exhausting his or her Accounts in the most recent contracts under such Fund. An Employee may, however, elect to have any such withdrawal taken first from his or her Account in Stock Fund B, with any additional withdrawal amount to be taken from his or her Accounts in the remaining Investment Funds. - 66 - abnonrepsav.'96 73 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) - 67 - abnonrepsav.'96 74 Employees, the greater of three (3) Employees or ten percent (10%) of all Employees, be considered Key Employees solely by reason of officer status. In addition, persons who are merely nominal officers will not be treated as officers solely by reason of their titles. (c) "Determination Date" shall mean the last day of the immediately preceding plan year or, in the case of the first plan year of any plan, the last day of such plan year. (d) "Employee" shall mean not only an Employee as defined in Article I, but shall also include any beneficiary of such Employee. (e) "Aggregation Group" shall mean a group of plans (including this Plan) maintained by one or more Affiliated Companies in which a Key Employee is a participant or which is combined with this Plan in order to meet the coverage and nondiscrimination requirements of Code sections 410 and 401(a)(4). The Aggregation Group shall also include those plans other than this Plan which need not be aggregated with this Plan to meet Code Requirements, but which are selected by the Company to be part of a selective Aggregation Group which shall include this Plan if the Aggregation Group would continue to meet the requirements of Code sections 401(a)(4) and 410 with such plans being taken into account. (f) "Non-Key Employee" shall mean any employee who is not a Key Employee. Non-Key Employee shall also mean an employee who is a former Key Employee. 17.020 APPLICATION OF THIS ARTICLE. In the event that this Plan is or becomes a Top Heavy Plan, the following special provisions shall become applicable to this Plan and shall supersede the comparable provisions contained elsewhere in this Plan. (a) Minimum Contribution. The Plan, where aggregated with each other defined contribution plan in the Aggregation Group in which a Key Employee is a participant, shall provide a minimum allocation to the account of each Participant who is not a Key Employee for each plan year to which these rules apply equal to the lesser of: (i) four percent (4%) of such Participant's compensation (subject to the provisions of Section 17.030), or (ii) the highest percentage of contribution made for the plan year to a Participant who is a Key Employee for such plan year. (b) Vesting. A Participant's nonforfeitable right to his or her Company Contribution Account shall be not less than the amount determined pursuant to the following schedule: - 68 - abnonrepsav.'96 75
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 or her Company Contribution Account shall not be less than his or her nonforfeitable right to the balance of his or her Company Contribution Account immediately before the Plan ceased to be a Top Heavy Plan; and provided further that any Participant who at the time the Plan ceased to be a Top Heavy Plan had been an Employee on the last day of at least three (3) plan years following his or her becoming an Employee shall be permitted irrevocably to elect to remain under the vesting schedule set forth in this subsection (b) in lieu of the vesting schedule set forth in Section 5.010(a). (c) Maximum Compensation. For any plan year in which the Plan is a Top Heavy Plan, only the first two hundred thousand dollars ($200,000) of each Participant's annual compensation will be taken into account for purposes of determining benefits under the Plan, provided that such dollar amount shall be automatically adjusted as prescribed by the Secretary of the Treasury. 17.030 ADJUSTMENT OF LIMITATION ON ANNUAL BENEFIT. If for any plan year the Plan becomes "super top heavy" (i.e., by substituting "90%" for "60%" in Section 17.010(a)), the percentage described in Section 18.020(a)(i) shall be changed to three percent (3%), and Section 14.020 shall be applied in accordance with the requirements of Code section 416(h)(1) (i.e., by substituting "90%" for "60%" in Section 17.010(a)). - 69 - abnonrepsav.'96 76 APPENDIX A PROCEDURES, TERMS AND CONDITIONS OF LOANS ELIGIBILITY FOR LOANS. The individuals eligible to obtain loans from the Plan ("Borrowers") are limited to: (1) Employees, and (2) non-Employees who are "parties in interest" (as defined in section 3(14) of ERISA) who have Plan Account balances. An Employee who wishes to obtain a loan must be employed on an active payroll of an Affiliated Company at the time of the loan application. A party in interest who is not an Employee will be eligible to obtain a loan only if an agreement can be provided by the party's current employer to deduct and remit the required loan repayments to the Savings Plan. LIMITATION ON NUMBER AND MINIMUM AMOUNT OF LOANS. Only one (1) loan to a Borrower is permitted to be outstanding from all Company sponsored savings plans at any one time. Any Borrower who has an outstanding loan from the Plan will be required to repay that loan in full before applying for another loan. Each loan which is approved must be for a minimum of $1,000. MAXIMUM AMOUNT OF LOAN. The amount which a Borrower will be permitted to borrow from the Plan is based on the aggregate value of the Borrower's Accounts, determined in accordance with Section 4.030 of the Plan, and may not exceed the least of the amounts described in subsections (a), (b) and (c) of Section 6.040 of the Plan. The maximum amount of any loan will be further limited to ensure that, after applying the appropriate interest rate and taking into account all applicable deductions, the resulting periodic repayments will not exceed the Borrower's net earnings. The deductions referred to in the preceding sentence include statutory withholdings, deductions for employee benefits and all pre-tax contributions to the Plan, but exclude credit union, savings bond, charitable contribution and other similar deductions. LOAN APPLICATIONS. Loan applications by prospective Borrowers will be made via telephone to the Plan Administrator or such third party administrator as may be designated by the Plan Administrator (either of whom is hereafter referred to as the "Loan Administrator"). The Loan Administrator will then review the telephonic application and determine eligibility for the loan. If the loan is approved, the Loan Administrator will prepare and forward to the Borrower a letter notifying the Borrower of the approval, together with a Truth in Lending Statement and a check for the loan amount, all in form approved by the Plan Administrator. The Borrower's endorsement of the loan check will be considered to be the Borrower's agreement to the terms of the loan. Failure by the Borrower to endorse the check within thirty (30) days after the date of the check will be deemed to be a withdrawal by the Borrower of the loan application. - 70 - abnonrepsav.'96 77 SOURCE OF LOAN FUNDS. Each loan will be funded by withdrawing the required amounts from the Plan Account(s) of the Borrower in the following order: First -- from the Borrower's Supplemental Deferral Account; Second -- from the Borrower's Compensation Deferral Account; and Third -- from the Borrower's Compensation Deduction Account. Subject to the provisions of the following paragraph, the loan amount will be funded by the Borrower's Investment Funds in the applicable Accounts, in a pro rata fashion, based upon the relative size of the balance of each such Fund in the Accounts. Alternatively, a Borrower may elect to have the loan funded first from the Borrower's interest in Stock Fund B, with any additional funding to be on a pro rata basis from the remaining Investment Funds. Any loan funding from the Borrower's interest in Stock Fund B will be carried out first from the Borrower's Common Units in that Fund. To the extent a loan is made against the Borrower's Stock Fund B Account, the Borrower will receive cash in lieu of shares of Common Stock. The Trustee will not be permitted to sell shares of Common Stock in order to provide the cash with which to finance loan applications. If, at any time, the Trustee does not have sufficient cash on hand to finance all outstanding loan applications, processing of each application for which sufficient cash is not available will be deferred until sufficient cash becomes available to process such loans on a first-come, first-serve basis. DETERMINATION OF LOAN INTEREST RATE. The interest rate to be charged for loans will be one percent (1%) over the prime rate, which is defined for this Appendix as the base rate on corporate loans posted by at least seventy-five percent (75%) of the largest thirty (30) U.S. banks, as such rate is identified in the edition of The Wall Street Journal published on the last business day of the month prior to the approval of a loan. TERM OF LOANS. Loans will be permitted for terms of 12, 24, 36, 48 or 60 months for loans other than those for the purpose of purchasing a primary residence, which will be permitted for a term of 120 months. REPAYMENTS. Loan repayments by Employees will be deducted from the Employee's pay check each pay period. If a pay check is insufficient to cover the full amount of the loan repayment, no deduction will be made, and the repayment will be deducted from the Employee's next pay check. Loan repayment schedules for Borrowers who are not Employees will be developed on an individual basis, but will parallel as closely as possible the loan repayment schedules for Employees. - 71 - abnonrepsav.'96 78 PREPAYMENTS. The full unpaid balance of a loan may be prepaid at any time by a Borrower. Partial prepayments in excess of scheduled payroll deductions will not be accepted. No prepayments will be accepted within twelve (12) months after the date of the loan, unless the Borrower is an Employee and terminates employment within such twelve (12) month period. MISSED PAYMENTS. If any payment is not made, interest will continue to accrue on such missed payment and subsequent payments will be applied first to accrued and unpaid interest on the missed payment and then to principal. A notice will be mailed to the last known address of the Borrower stating that if three (3) consecutive months of payments are missed, the loan will be considered to be in default. TERMINATION OF EMPLOYMENT. If a Borrower who is an Employee terminates employment or is on an unpaid leave of absence, or if a Borrower who is not an Employee is no longer able to repay a loan through payroll deductions, the Borrower may continue to make loan repayments by personal check. Such repayments to the Plan will be made through the Loan Administrator at an address to be provided to the Borrower by the Loan Administrator. DEFAULT. A loan will be considered to be in default after three (3) consecutive months of payments have been missed during the term of the loan or when a Borrower revokes a payroll deduction authorization. In the event of such a default, a distribution of the loan amount, including both unpaid principal and accrued but unpaid interest, will be deemed to have occurred (as described in section 1.401(k)-1(d)(6)(ii) of the Treasury Regulations) and an information return reflecting the tax consequences, if any, to the Borrower will be issued. Upon the occurrence of an event permitting actual distribution of the Borrower's Account pursuant to the provisions of Code section 401(k) (whether distribution of the Borrower's entire Plan Account will actually be made or will be deferred pursuant to applicable provisions of the Plan), the unpaid balance of a defaulted loan will be charged off against the Borrower's Account. If no distribution event has occurred, which would otherwise permit payment to the Borrower under Code section 401(k), the unpaid balance of the loan will be retained in the Account until such time as payment would be permitted under that Code section, at which time the unpaid balance of the loan, including any accrued and unpaid interest, will be charged off against the Borrower's Account. - 72 - abnonrepsav.'96 EX-4.D.1 3 ROCKWELL INTER. 1 EXHIBIT 4-d-1 TRUST AGREEMENT THIS TRUST AGREEMENT, made as of the 30th day of September, 1995, by and between the SAVINGS PLAN ASSET COMMITTEE (hereinafter referred to as the "Committee") of Allen-Bradley Company, Inc. (hereinafter referred to as the "Company"), and FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation having its principal place of business at Los Angeles, California (hereinafter referred to as the ("Trustee"). WITNESSETH: WHEREAS, the Company has adopted the Allen-Bradley Savings and Investment Plan for Salaried Employees, the Allen-Bradley Savings and Investment Plan for Hourly Employees and the Allen-Bradley Employee Savings Plan for Represented Hourly Employees (hereinafter referred to collectively as the "Plan"), for the benefit of such of its employees as become participants therein, and their beneficiaries, if any, in the manner and to the extent provided in the Plan; and WHEREAS, the Plan provides that the property resulting from contributions made on behalf of all participants, including contributions made by the Company, shall constitute a trust fund to be held by a trustee or trustees in trust for the purposes provided for in the Plan; and WHEREAS, the Committee has been provided, pursuant to the provisions of the Plan documents, authority to enter into a Trust Agreement on behalf of the Company with respect to such trust fund; 2 WHEREAS, the Committee, by action taken on September 13, 1995, has appointed the Trustee as a trustee under the Plan; and the Trustee has determined and agreed to act in such capacity; NOW THEREFORE, the parties hereby agree as follows: 1. The Committee, on behalf of the Company and the Plan hereby establishes a Trust with the Trustee pursuant to the Plan. Such Trust shall comprise the property resulting from cash or other property (acceptable to the Trustee) including the Common Stock of the Company ("Common Stock") received by the Trustee from any other Trustee under the Plan at the direction of the Committee, and contributions made pursuant to the Plan from time to time paid to the Trustee by the Company in cash or other property (acceptable to the Trustee) including Common Stock. All such cash, or other property, or investments or proceeds thereof and all income, profits, increments, and accruals therefrom (less the payments which the Trustee, from time to time, may make therefrom pursuant to the provisions hereof) shall constitute the Trust Fund. The Trust Fund shall be held by the Trustee in trust as herein provided. The Trust Fund shall be under no duties whatsoever hereunder, except as expressly stated herein and, without limiting the foregoing, shall have no responsibility to determine whether the amount of the property paid to it by the Company is in accordance with the Plan and no duty to collect, determine the accuracy of nor enforce payment to it of any property due it from the Company or any Participant. 2. It shall be the duty of the Trustee hereunder (a) to hold, to invest and to reinvest the Trust Fund as herein provided, (b) to transfer all or any portion of the Trust Fund to any other Trustee as the Committee may from time to time direct, (c) to make such payments in cash or Common Stock ("payments") from the Trust Fund (i) as the plan administrator of the Plan (hereinafter referred to as the "Plan Administrator") may from time to time direct, which payments shall be the payments to Participants or their Beneficiaries as provided under the Plan, or to any other Trustee then serving as a Trustee under the Plan, or (ii) for the payment of the expenses as provided in Paragraph 7 of this Agreement, and (d) upon direction from the Committee to transfer from the Trust Fund all or a portion of the accounts of Participants employed by the Committee at a divested subsidiary, affiliate, component or part of any thereof, to any trustee or other funding agent of any pension or profit sharing plan or plans which is established or maintained by the acquirer of the said divested subsidiary, affiliate, component or part of any thereof on behalf of the said Participants in accordance with the provisions of section 401(a) of the Internal Revenue Code. Upon such directions such payments shall be made directly to the payee certified by the Committee to be entitled to receive them under the Plan. The Trustee shall be fully protected in making such payments from the Trust Fund upon such direction and shall not be charged with any responsibility as to the application of such payments or as to compliance of such transfer with Internal Revenue Code sections 401(a)(12) and 414(1). 3. (a) To the extent directed by the Committee, the Trustee shall establish: 2 3 (i) A Diversified Fund consisting of all contributions made by Participants under the Plan subsequent to September 30, 1995 and designated pursuant to provisions of the Plan as applicable from time to time (including provisions, if any, regarding transfers of sums between funds), as contributions to the Diversified Fund; all property purchased therewith and the proceeds and income of such contributions and property; and (ii) A Fixed Income Fund consisting of all contributions made by Participants under the Plan subsequent to September 30, 1995 and designated pursuant to provisions of the Plan as applicable from time to time (including provisions, if any, regarding transfers of sums between funds), as contributions to the Fixed Income Fund, all property purchased therewith and proceeds and income of such contributions and property; and (iii) A Stock Fund A consisting of all cash and Common Stock of the Company contributed by the Company to match contributions deducted from the Participant's compensation on or after October 1, 1995 and the proceeds and income therefrom; and (iv) RESERVED (v) An Intermediate Term Bond Fund consisting of all contributions made by Participants under the Plan subsequent to September 30, 1995 and designated pursuant to provisions of the Plan as applicable from time to time as contributions to the Intermediate Term Bond Fund, all property purchased therewith and proceeds and income of such contributions and property; and (vi) A Guaranteed Return Fund consisting of all contributions made by Participants under the Plan and designated pursuant to provisions of the Plan as applicable from time to time as contributions to the Guaranteed Return Fund (including provisions, if any, regarding transfers of sums between funds), any interest in a guaranteed return contract or contracts with an insurance company or companies acquired therewith and any other proceeds therefrom. 3 4 (b) To the extent directed by the Committee, the Trustee shall from time to time: (i) Invest and reinvest the principal and income of the Diversified Fund, without direction and without distinction between principal and income of the said Diversified Fund, which has not been segregated in an Investment Manager Account or accounts, in every kind of property (real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, corporate obligations of every kind and stocks preferred or common) which men of prudence, acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, as the Trustee shall in its discretion determine, provided that the Trustee shall not invest such principal and income in any security issued by the Company. Notwithstanding any other provision of this Agreement, up to 10% of the contributions made to the Diversified Fund may, to the extent directed by the Committee, be invested by the Trustee in any special investment fund maintained by the Trustee designed to offer unusual possibilities for growth and capital investment, and specifically within the contemplation hereof, and notwithstanding any other provision of this instrument, the persons, natural or legal, who control the investments of this Trust, may cause any part or all of the assets of this Trust to be invested collectively with the money and other assets of trust created by others by causing such money and other assets to be invested as part of any common, collective or commingled trust fund, as the same may have heretofore been or may hereafter be established by the Trustee, which is qualified under the provisions of section 401(a) and exempt under the provisions of section 501(a) of the Internal Revenue Code of 1986, as the same may be amended. The money and other assets of this Trust so added to any such common, collective or commingled trust fund maintained by the Trustee shall be subject to all of the provisions of the Declaration of Trust, as the same may be amended, under which any such common, collective or commingled trust fund shall be maintained, and for the period of any such collective investment of assets of this Trust such Declaration of Trust, as the same may be amended, shall constitute a 4 5 part of this instrument. The Trustee shall have the sole responsibility with respect to selecting, making and retaining investments; and (ii) Invest and reinvest the principal and income of the Fixed Income Fund without direction and without distinction between principal and income of the said Fixed Income Fund, in the following kinds of instruments of debt with maturity of not more than three years: treasury bills, treasury notes, treasury bonds, federal agency obligations, other instruments of federal, state and local government debt, bankers acceptances and bank certificates of deposit, and cash equivalents including short-term fixed income commingled and collective investment funds of banks, but the Trustee shall not invest such principal and income in any instrument of debt issued by the Company. The Trustee shall have the sole responsibility with respect to selecting, making and retaining investments, and (iii) Use all cash in the Stock Fund A only to purchase Common Stock. Purchases may be made from or through any source (other than the Committee) including a Participant. Rights, options or warrants offered to purchase Common Stock shall be exercised by the Trustee in his discretion but only to the extent that there is cash available in the Stock Fund A for investment. To the extent they are not exercised, the same shall be sold on the open market. Rights, options or warrants to purchase securities of Rockwell International Corporation or its subsidiaries or affiliates other than Common Stock shall be sold by the Trustee on the open market; and (iv) RESERVED (v) Invest and reinvest the principal and income of the Fixed Income Fund without direction and without distinction between principal and income of the said Fixed Income Fund, in the following kinds of instruments of debt with a combined average maturity of not more than five years: treasury bills, treasury notes, treasury bonds, federal agency obligations and other instruments of government debt. The Trustee shall have the sole responsibility with respect to selecting, making and retaining investments, and 5 6 (vi) Invest and reinvest the principal and income of the Guaranteed Return Fund only in one or more contracts executed between the Trustee and one or more insurance companies whereby such companies agree to guarantee a defined rate or rates of earnings or interest on amounts so invested. Such contract or contracts shall contain such terms, and shall be with such insurance company or companies, as the Company may direct; and (vii) In making all investments pursuant to the above subsections, the Trustee (A) shall not, except as provided in Part 4 of Title I of the Employee Retirement Income Security Act of 1974, be bound by any law or court doctrine of any state or jurisdiction limiting trust investments, (B) makes no warranty or representation with respect to the continuing value of participating units, and (C) shall give consideration to the cash requirements of the Plan. (c) The Trustee may exercise or sell any options, rights or warrants which entitle the Trustee to subscribe or purchase securities, subject, however, to the requirements of the preceding subparagraph 3.(b)(iii) and (iv) hereof as to securities of the Company. If any sales are made other than on a national securities exchange, the price shall be no less than the lowest quotation for such options, rights or warrants on the New York Stock Exchange, or such other exchange on which such security is listed, on the date of such sale, adjusted for brokerage fees, commission and other handling charges. (d) Notwithstanding any provisions herein to the contrary, the Trustee shall not cause the Plan to engage in any transaction constituting a prohibited transaction within the meaning of sections 406 through 408 of the Employee Retirement Income Security Act or section 4975 of the Internal Revenue Code. 4. (a) Except as otherwise provided in this Paragraph 4, the duty with respect to the voting, retention, and tendering of Common Stock held in the Stock Fund A or the Stock Fund B shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. (b) With respect to any matter as to which a vote of the outstanding shares of Common Stock is solicited by proxies, consents or authorizations: 6 7 (i) Each Participant shall be entitled to direct the Trustee, and the Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of shares of Common Stock held in the Stock Fund A or the Stock Fund B which either represent the vested or non-vested interest of such Participant in the Stock Fund A as of the record date fixed for determining the holders of Common Stock entitled to vote on such matter or have been credited as of such record date to the Stock Fund B account of such Participant are to be exercised with respect to such matter, and the Trustee shall exercise the voting rights of such shares with respect to such matter in accordance with the last-dated timely written direction, if any, of such Participant. In connection with the solicitation of written directions from Participants, the Committee will cause to be furnished to each Participant and the Trustee notice of each occasion for the exercise of such voting rights, an appropriate form on which such written direction may be given, and a statement containing the information that the Company distributes to stockholders generally regarding the exercise of such voting rights; and (ii) The duty with respect to the exercise of voting rights on shares of Common Stock held in the Stock Fund A or the Stock Fund B as to which no timely direction in writing has been received pursuant to paragraph (i) of this subsection (b) shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. (c) In the event of any Tender Offer (as defined in Section 17.1 of the Plan): (i) Each Participant shall be entitled to direct the Trustee, and the Trustee shall solicit the direction in writing of each Participant, as to the tendering or depositing of any shares of Common Stock held in the Stock Fund A or the Stock Fund B which either represent the vested or non-vested interest of such Participant in the Stock Fund A as of the Tender Date (as defined herein) with respect to such Participant or have been credited as of such Tender Date to the Stock Fund B account of such Participant, and, except as limited by paragraph (iii) hereof, the 7 8 Trustee shall tender or deposit such shares pursuant to any such Tender Offer in accordance with the last dated timely written direction, if any, of such Participant; (ii) Except as limited by Paragraph (iii) hereof, the duty with respect to the retention, tendering or depositing of shares of Common Stock held in the Stock Fund A or the Stock Fund B as to which no timely direction in writing has been received pursuant to paragraph (i) hereof shall be solely that of the Trustee to be exercised solely in the Trustee's discretion; and (iii) Shares of Common Stock held in the Stock Fund A or the Stock Fund B shall not be tendered or deposited by the Trustee pursuant to any such Tender Offer until the earliest of (A) immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited or (B) immediately preceding the expiration of the period during which such shares of Common Stock will be taken up and paid for on a pro rata basis pursuant to such Tender Offer or (C) the expiration of 30 days from the date of the Trustee's solicitation of Participant's written direction pursuant to paragraph (i) hereof; and (iv) The duty with respect to the withdrawing of, or other exercise of any right to withdraw, shares of Common Stock held in the Stock Fund A or the Stock Fund B which have been tendered or deposited pursuant to any such Tender Offer shall be solely that of the Trustee, provided that the Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Common Stock have been tendered or deposited pursuant to any such Tender Offer as to the withdrawing of, or other exercise of any right to withdraw, such shares of Common Stock, and if such solicitation is made, the Trustee shall act in accordance with the last dated timely written direction, if any, of each such Participant. As used in this subparagraph (c) with respect to a Participant, the term "Tender Date" means the date on which the Trustee tenders or deposits any shares of the Common Stock either representing the vested 8 9 or non-vested interest of such Participant in the Stock Fund A or credited to the Stock Fund B account of such Participant in accordance with this subparagraph (c). 5. (a) While the provisions of Article XVII of the Plan are in effect, the Trustee shall establish: (i) A Sub Fund A consisting of any cash, securities or other consideration received by the Trustee as payment for shares of Common Stock previously held in the Stock Fund A which were tendered or deposited in accordance with Paragraph 4, all property purchased therewith and the proceeds and income therefrom; and (ii) A Sub Fund B consisting of any cash, securities or other consideration received by the Trustee as payment for shares of Common Stock previously held in the Stock Fund B which were tendered or deposited in accordance with Paragraph 4, all property purchased therewith and the proceeds and income therefrom. (b) The Trustee shall use all cash in the Sub Fund A and the Sub Fund B only to purchase the kinds of instruments of debt with maturity of not more than three years in which the Trustee and any Investment Manager may invest and reinvest the principal and income of the Fixed Income Fund pursuant to Paragraph 3(b)(ii) and shall so invest and reinvest the principal thereof and income thereon. Dividends, income and other distributions received on, and proceeds from the sale or other disposition of, any securities or other consideration held by the Trustee for Participants in the Sub Fund A or the Sub Fund B pursuant to a tender or deposit of shares of Common Stock in accordance with Paragraph 4 shall be similarly invested and reinvested. 6. The Trustee, in its discretion, may keep any portion of any of the Trust Fund in cash or cash balances in such amounts as may be necessary to meet contemplated requirements of the Plan. The Trustee is authorized to hold the cash amounts described in this Section 6 in deposits in its commercial banking department which bear a reasonable rate of interest. However, no provision of this Trust Agreement shall be construed as requiring payment of interest on cash held for a reasonable period of time pending investment or pending disbursement pursuant to the Plan and this Trust Agreement. 9 10 7. The Trustee is authorized and empowered in its discretion subject to the terms of Section 3 hereof but not by way of limitation; (a) To sell, exchange, convey, transfer or dispose of and also to grant options with respect to, any property at any time held by it, and any sale may be made by private contract or by public auction, and for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition. (b) To compromise, compound and settle any debt or obligation due to or from it as the Trustee hereunder and to reduce the rate of interest on, to extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; (c) To vote in person or by proxy on any stocks, bonds or other securities held by it, subject to the provisions of Paragraph 4 in the case of shares of common stock; (d) To exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise any rights to subscribe for additional stocks, bonds or other securities and to make any and all necessary payments therefor; to join in, or to dissent from, and to oppose, the reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in which it may be interested as Trustee, upon such terms and conditions as it may deem wise; (e) To make, execute, acknowledge and deliver any and all deeds, assignments and instruments; (f) To cause any investments from time to time held by it to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, or to retain them unregistered or in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (g) To do all acts whether or not expressly authorized which it may deem necessary or proper for the protection of the property held hereunder. 10 11 8. (a) The duties imposed upon the Trustee by this Amendatory Trust Agreement shall be subject to the provisions of this Paragraph 8. (b) The Committee from time to time may direct the segregation of all or a portion of the Trust Fund in an Investment Manager Account (or Accounts), and if it does so, shall also appoint an Investment Manager (or Investment Managers) with respect to the portion of the Trust Fund so segregated. Written notice of any such appointment will be given to the Trustee and to the Investment Manager. The Investment Manager shall have full discretion (subject to the criteria set forth in Paragraph 3(b) hereof which shall be incorporated in the document appointing the Investment Manager) to direct the Trustee with respect to the acquisition, retention, management and disposition of the assets from time to time comprising the Investment Manager Account. The Trustee shall follow the directions of the Investment Manager regarding the acquisition, retention, management and disposition of assets comprising the Investment Manager Account and shall be under no duty or obligation to review the assets comprising the Investment Manager Account from time to time, or to make any recommendations with respect to the investment or reinvestment thereof. The Trustee shall have no liability or responsibility to the Committee or any beneficiary of the Trust Fund for acting on the direction of, or for the Trustee's failure to act in the absence of any directions from, the Investment Manager. The Trustee may assume that any Investment Manager Account previously created and the appointment of any Investment Manager previously made continue in force until receipt of written notice to the contrary from the Committee. Pending receipt of instructions from the Investment Manager with respect thereto, any cash received by the Trustee from time to time for the Investment Manager Account may be retained by the Trustee, in its discretion, in cash or cash balances. Neither the Trustee nor the Investment Manager shall be liable or responsible for the acts of the other. (c) In the event the Committee has appointed more than one trustee to serve as trustees under the Plan, the Committee from time to time may allocate specific responsibilities, obligations or duties among trustees, provided each trustee to whom responsibilities, obligations or duties are allocated agrees in writing to such allocation. In the event of such allocation, a trustee to whom certain responsibilities, obligations or duties have not been 11 12 allocated shall not be liable either individually or as a trustee for any loss resulting to the Plan arising from the acts or omissions on the part of another trustee to whom such responsibilities, obligations or duties have been allocated. (d) The Committee shall indemnify the Trustee against and save it harmless from any and all liability and costs, including attorney's fees, which the Trustee may incur as a result of any action taken by the Trustee in accordance with any direction of the Committee or any such Investment Manager designated by the Committee, or by reason of the Trustee's failure to exercise any of its powers because of the failure of the Committee or such Investment Manager to give such directions. 9. (a) Except as provided in Paragraph (b) below, all costs and expenses incurred in the administration of the Plan, including the Trustee's fees and expenses, Investment Manager fees and expenses, and those of the Trustee's and Investment Manager's counsel, shall be borne by the Company and shall constitute a charge on the Trust Fund until so paid; provided that unless the Board of Directors shall by resolution provide to the contrary the Company shall not, and in no event shall the Trust Fund, pay any such Trustee, Trustee's counsel, Investment Manager or investment advisors fees or expenses incurred (1) in preparing for or prosecuting any action against the Committee, any member of the Plan Committee or the Plan Administrator or (2) in defending or settling, or satisfying a judgment relating to any proceeding either arising out of any alleged misfeasance or nonfeasance in any person's performance of duties with respect to the Plan or arising out of any alleged wrongful act against the Plan. (b) Brokerage fees, commissions, stock transfer taxes and other charges and expenses incurred in connection with transactions relating to the acquisition or disposition of property for or of the Trust Fund, including any part segregated in an Investment Manager Account, or distributions therefrom shall be paid from the Trust Fund, including any part segregated in an Investment Manager Account. Taxes, if any, payable by the Trustee on the assets at any time held in the Trust Fund or on the income thereof shall be paid from the Trust Fund. 10. The Trustee may consult legal counsel (who may be counsel for the Committee) concerning any question which may arise in connection with its duties under this Agreement, and the opinion of such counsel shall be full and complete protection with respect to any action taken or suffered by the Trustee hereunder in good faith and in accordance with the opinion of counsel, provided that the Trustee shall not be protected by 12 13 this Section for reliance upon the opinion of counsel other than Committee counsel in a matter involving interpretation of the Plan unless Committee counsel has failed to provide, within a reasonable period following notice of such opinion, inconsistent advice with respect to such matter. 11. The Trustee shall keep accurate and detailed records of all investments, receipts and disbursements and other transactions hereunder including those directed by an Investment Manager and to the extent directed by the Committee, shall keep such records so as to segregate with respect to each Participant amounts contributed by each Participant and amounts contributed by the Company on his behalf. All such accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person or persons designated by the Committee. As soon as practicable following each Valuation Date under the Plan, the Trustee shall provide the Committee such data as shall be required to determine values of all accounts in accordance with the unit valuation procedure described in the Plan. Within sixty (60) days following October 1 of each year or following the close of such other annual period as may be agreed upon between the Trustee and the Committee and within sixty (60) days after the removal or resignation of the Trustee as provided in Paragraph 3 hereof, the Trustee shall file with the Committee a written report setting forth all investments, receipts and disbursements and other transactions effected by it during such year, or such other annual period or during the period from the close of such year or other annual period to the date of such removal or resignation, including a description of all securities and investments purchased and sold with the costs or net proceeds of such purchases and sales (excluding accrued interest paid or received), and showing all cash, securities and other property held at the end of such year or other period. Upon the expiration of six (6) months from the date of filing such annual or other account, the Trustee shall be forever released and discharged from any liability or accountability to anyone with respect to the propriety of its acts or transactions shown in such account, except with respect to any such acts or transactions as to which the Committee shall within such six (6) month period file with the Trustee a written statement claiming negligence or willful misconduct or lack of good faith on the part of the Trustee. 12. In the event the Committee has appointed two or more Trustees to serve as Trustees of and under the Plan, one of such Trustees shall in the event the Committee elects to have the unit values determined by a Trustee upon direction from the Committee determine the value of each Unit in the Trust Fund as of each Valuation Date in accordance with the provisions of the Plan. The Trustee responsible for determination of the value of each Unit shall be entitled to rely upon the market values of trust property held under the Plan by any other Trustees as determined by such other Trustees, upon receipt of written certification of such values by such Trustees. The Trustee shall in any event determine the fair market value of all property in the Trust Fund on such basis as it deems appropriate, as of such dates as the Committee may direct. 13. The Trustee may be removed by the Committee at any time upon ninety (90) days' notice in writing to the Trustee. The Trustee may resign at any time upon ninety (90) days' notice in writing to the Committee. Upon such removal or resignation of the Trustee the Committee shall appoint and designate a successor Trustee and the Trustee shall assign and transfer and pay over to such successor Trustee the funds and properties 13 14 then constituting the Trust Fund. Any successor Trustee appointed as provided in this paragraph shall execute and deliver to the Committee and its predecessor Trustee an instrument accepting such appointment hereunder, and such successor Trustee, without any further act, deed or conveyance, shall as of the effective date of its appointment become vested with all rights, powers, duties and obligations of its predecessor Trustee hereunder, with like effect as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Committee or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of Paragraph 9 of this Agreement, execute and deliver an instrument transferring to each successor Trustee all the rights and powers of the Trustee so ceasing to act. Upon request of any such successor Trustee, the Committee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. The Trustee is authorized to reserve such sum of money, or to liquidate such property and reserve such sum of money, or to liquidate such property and reserve the proceeds thereof, as to it may seem advisable for the payment of its expenses in connection with the settlement of its accounts, and the payment of any other amounts then due to it pursuant to the provisions of Paragraph 9 of this Agreement, or otherwise, and any balance of such reserve remaining after the payment of such expenses shall be paid over to such successor Trustee. 14. All requests, directions, requisitions, certificates and instructions to the Trustee from the Committee shall be in writing signed by a person authorized to sign such documents by the Plan Committee and the Trustee shall act and shall be fully protected in acting in accordance with such requests, directions, requisitions, certificates and instructions. Any action by the Plan Committee pursuant to the provisions of this paragraph shall be taken by a resolution by such body, a copy of which shall be provided to the Trustee. 15. It is the intention of the Committee that this Trust and the Plan of which it is a part shall be permanently administered for the benefit of employees and this Trust is, accordingly, irrevocable; but, if changing conditions require, this Agreement and the Trust created hereby may be terminated at any time by the Committee, and upon such termination the Trust shall be distributed by the Trustee as and when directed by the Committee in accordance with the provisions of Paragraph 2. From and after the date of termination of this Agreement and the Trust and until the final distribution of the Trust, the Trustee shall continue to have all the powers provided under this Agreement as are necessary and expedient for the orderly liquidation and distribution of the Trust. 16. This Agreement, other than this Paragraph 16, may be amended at any time by the Committee, provided, however, in no event shall any such amendment operate to (a) revest the Trust or any part thereof in the Committee, (b) reduce the then accrued benefit or the amount then held for the benefit of any Participant in the Plan, or (c) cause any part of the Trust Fund (except as provided in Paragraph 9(b) hereof) to be used for, or diverted to, purposes other than for the exclusive benefit of the said employees and their Beneficiaries. The Committee shall provide Trustee with notice of any such amendment by 14 15 delivering a copy thereof to the Trustee. In no event shall any modifications or amendments which affect the rights, duties or responsibilities of the Trustee be made without the Trustee's written consent. This paragraph shall not be construed to enlarge the obligations of the Committee beyond those assumed under the Plan. 17. The term "Plan" whenever used herein shall mean the Plan as the same may be amended or modified from time to time. The Committee shall cause a copy of each amendment or modification, or a copy of the Plan as so amended or modified, to be delivered to the Trustee for convenience or reference. 18. Any qualified corporation into which the Trustee may merge or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee may be a party, shall be the successor of the Trustee hereunder, without the execution or filing of any additional instrument or the performance of any further act. 19. No right or benefit provided for in this Plan or in this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void. No such right or benefit shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such right or benefit. No such right or benefit shall be subject to garnishment, attachment, execution or levy of any kind. If any Participant or Beneficiary shall become a bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such right or benefit deriving from the Trust Fund, or if such right or benefit to which such person may be entitled should be held by any court to be subject to garnishment, attachment, execution or levy of any kind, then in the discretion of and upon direction from the Committee such right or benefit shall cease and terminate and the same shall be held or applied, in whole or in part, to or for the benefit of such Participant or Beneficiary or his spouse, children, or other dependents, or any of them, in such manner and in such proportion as the Committee shall deem proper. Any payment so made or applied shall be conclusively deemed to have been made for the benefit of such Participant or Beneficiary, as the case may be. 20. In the event any controversy or disagreement shall arise as to the payee or payees to whom payment or delivery of any funds, contracts or property shall be made by the Trustee, or as to any other matter arising in the administration of this Trust, the Trustee may retain the funds, contracts or property involved without liability pending settlement of the controversy or disagreement. The Trustee shall not be liable for the payment of any interest or income on any cash or other property held by it under such circumstances, except only to the extent of interest or income received by it. 21. In the event that the Plan Administrator shall find that any Participant or Beneficiary to whom a benefit is payable under the terms of the Plan from the Trust Fund is unable to care for his affairs because of illness or accident, is otherwise mentally or physically incompetent, or unable to give a valid receipt, the Plan Administrator may cause the payments becoming due to such Participant or Beneficiary to be paid to another person 15 16 for his benefit without responsibility on the part of the Committee, or the Trustee, to follow the application of such payment. Any such payment shall be a payment for the account of the Participant or Beneficiary and shall operate as a complete discharge of all liability therefor under the Plan of the Trustee and the Committee. 22. Nothing in the Plan or in this Agreement shall be deemed to confer any legal or equitable right or interest in the Trust Fund in the favor of any Participant, Beneficiary or other person, except to the extent expressly provided in the Plan. 23. The Trustee accepts the Trust created hereunder and agrees to be bound by all the terms of this Agreement. 24. This Agreement shall be construed and enforced according to the laws of the State of California, and all provisions hereof shall be administered according to the laws of the said State. 25. All terms used in this Agreement and not defined herein shall have the same meaning as when used in the Plan, unless a different meaning is required by the context. 26. The Company intends to have the Plan qualified with and approved by the Internal Revenue Service as a Plan, contributions to which are deductible by the Company for Federal income tax purposes. Subject to the provisions of Paragraph 16 hereof, any modification or amendment of the Plan or the Trust Agreement may be made retroactively by the Company, if necessary or appropriate, to qualify or maintain the Plan as a plan and trust, meeting the requirements of applicable sections of the Internal Revenue Code and of other Federal and State tax laws, as now in effect or hereafter amended or enacted. 27. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the said counterparts shall constitute but one and the same instrument. 28. This Trust shall continue in effect indefinitely unless terminated in accordance with the provisions of this Agreement, provided, however, should section 28004 of the California Corporations Code or 715.3 of the California Civil Code, or either of them, be held unconstitutional, or invalid, or inapplicable, or be repealed or amended with retroactive effect so that this Trust offends against the Rule against Perpetuities, then this Trust shall terminate upon the death of the last survivor of all persons who are in being on the date hereof and who are or may become Participants under the Plan. 16 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their corporate seals to be hereunto affixed and duly attested, all as of the day and year first above written. SAVINGS PLAN ASSET COMMITTEE /s/ Jodie K. Glore ------------------------------------ Jodie K. Glore /s/ Kenneth W. Krueger ------------------------------------ Kenneth W. Krueger /s/ Julie A. Beck ------------------------------------ Julie A. Beck FIRST INTERSTATE BANK OF CALIFORNIA Attest: By: /s/ S. Ryan -------------------------------- Vice President /s/ Aleyda Alvarado - ----------------------------------- Trust Officer EX-4.D.2 4 ROCKWELL INTER. 1 Exhibit 4-d-2 ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN ----------------------------------- TRUST AGREEMENT --------------- 2 ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN ----------------------------------- TRUST AGREEMENT --------------- TRUST AGREEMENT dated as of December 1, 1981 between ALLEN-BRADLEY COMPANY, a Wisconsin corporation (the "Company"), and GENE R. STEVENS, as Trustee (the "Trustee"). WITNESSETH: ----------- WHEREAS, the Company has established, effective as of December 1, 1981, a savings plan known as the "Allen-Bradley Employee Savings Plan" (the "Plan") to encourage and assist certain employees of the Company in adopting a regular savings program and to help provide security for them upon retirement; WHEREAS, the Company desires to establish a trust in order to implement and carry out the purposes of the Plan; NOW, THEREFORE, the Company and the Trustee do hereby covenant and agree as follows: ARTICLE I --------- Definitions ----------- 1.01 The terms defined in the Plan shall have the same meaning in this Trust Agreement. 3 -2- ARTICLE II ---------- Creation of Trust ----------------- 2.01 The Company hereby creates and establishes a trust to be known as the Allen-Bradley Employee Savings Plan Trust (the "Trust"). The Trustee shall receive, hold, invest and dispose of all of the properties and assets of the Trust (such properties and assets being hereinafter referred to as the "Trust Fund"), as Trustee, in accordance with the terms of this Trust Agreement. ARTICLE III ----------- Purpose of Trust ---------------- 3.01 The purpose of the Trust is to receive, hold, and distribute the Trust Fund created and maintained in accordance with the provisions of the Plan. ARTICLE IV ---------- Contributions ------------- 4.01 Contributions to the Trust are to be made by Members and by the Company in such amounts and at such times as provided by the Plan. 4.02 The aggregate amount of Member contributions and Company contributions received by the Trustee, 4 -3- together with the earnings thereon, shall be credited to the respective accounts of the Members, and the Trustee shall hold, invest and dispose of the same as provided in the Plan. All contributions received by the Trustee, together with the earnings thereon, shall constitute a single fund and may be commingled. ARTICLE V --------- Investments ----------- 5.01 The Trustee shall invest the assets of the Trust Fund in insurance company investment contracts in which repayment of principal and payment of a fixed interest rate thereon are guaranteed by the insurance company for a specified period, as directed by the Savings Plan Assets Committee. ARTICLE VI ---------- Payments from the Trust Fund ---------------------------- 6.01 The Trustee shall make payments out of the Trust Fund to or for the benefit of the Members and their beneficiaries at such times and in such manner as may be provided in or pursuant to the Plan. If and to the extent that the Savings Plan Benefits Committee determines that any of the provisions of the Plan with respect to payments from the Plan are ambiguous or imprecise or require 5 -4- the exercise of discretion by the Trustee, the Savings Plan Benefits Committee may issue instructions to be followed by the Trustee. ARTICLE VII ----------- Administration -------------- 7.01 Title to all Trust assets shall be and remain in the Trustee. The Savings Plan Assets Committee may appoint a corporate trust company as custodian of the Trust Fund or take such other action as it deems appropriate for the custody of the Trust Fund. 7.02 The Trustee shall keep accurate and detailed records and accounts of all investments, receipts, disbursements and other transactions in accordance with the provisions of the Plan or, in the absence of, or in the event of ambiguity in, such provisions, in accordance with directions from the Savings Plan Assets Committee. 7.03 The Trustee may act by any accountants, attorneys or others as in its discretion may be necessary or advisable. ARTICLE VIII ------------ Resignation and Removal ----------------------- 8.01 The Trustee may resign at any time by written instrument delivered to the Savings Plan Assets 6 -5- Committee. The Savings Plan Assets Committee shall have the power at any time, by written notice, to remove the Trustee. 8.02 Upon the death, resignation, removal or incapacity to act of the Trustee, the Savings Plan Assets Committee may, by written notice, appoint a successor Trustee, and such successor Trustee shall have the same authority and be subject to the same restrictions as the predecessor Trustee. ARTICLE IX ---------- Alienation ---------- 9.01 Benefits payable from the Trust Fund shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance. charge, garnishment, execution or levy of any kind, either voluntary or involuntary including any liability which is for alimony or other payment for the support of a spouse or former spouse, or any relative of a participant prior to actually being received by the person entitled to the benefit under the terms of the Plan. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable shall be void. 7 -6- 9.02 Neither this Trust Fund nor the Trustee shall in any manner be liable for or be subject to the debts, contracts, liabilities, engagements or torts of any person entitled to benefits. If the terms of this Article IX are contrary to the law governing in a particular circumstance, then, as to that circumstance, any payment shall be exempt to the maximum extent permitted by law. ARTICLE X --------- Absence of Guaranty ------------------- 10.01 Neither the Trustee nor the Company in any way guarantees the Trust Fund against loss or depreciation, or guarantees the payment of any contribution by the Company or of any benefits which may become due under the plan to any Member. Each Member shall look solely to the Trust Fund for such payments. The Company shall in no manner be liable to any Member or to any other person for any act or omission of the Trustee. ARTICLE XI ---------- Inquiry; Reliance ----------------- 11.02 No insurance company which may issue any contract or policy held as a part of the Trust Fund shall be obligated to inquire into the terms of this Trust Agreement or be responsible for any action of the Trustee or of the 8 -7- Company. No such insurance company shall be obligated to see to the distribution or further application of any proceeds paid by it to the Trustee or paid in accordance with the written direction of the Trustee or the Savings Plan Assets Committee or the Company, and any such payment of proceeds shall be a complete discharge to the insurance company therefor. 11.03 The Trustee shall have the right to rely and act upon any writing or document believed by it to be genuine, without obligation to take any particular steps to verify the same, and upon any information believed by it to be true, without obligation to take any particular steps to verify the same, and shall not be liable in any way to anyone for relying or not relying or acting or not acting upon any particular documents, writing, state of facts, information, or notice, unless the reliance or non-reliance or action or inaction, as the case may be, shall be intentionally erroneous. ARTICLE XII ----------- Amendments ---------- 12.01 This Trust Agreement may be amended in writing by supplemental agreement executed by the Trustee and by the Company pursuant to previous authorization by 9 -8- the Savings Plan Assets Committee; provided, however, that no such amendment shall be effective or shall be made which shall attempt to divert any part of the Trust assets to purposes other than for the exclusive benefit of the Members and their beneficiaries. ARTICLE XIII ------------ Termination ----------- 13.01 The Company, by resolution of its Board of Directors, may revoke and terminate the Plan in its entirety. The Company shall notify the Trustee of such revocation and termination by written notice accompanied by a copy of the resolution of the Board of Directors. In the event of such termination of the Plan, the Trustee shall distribute the net assets in its hands in such manner as it shall be instructed by the Savings Plan Benefits Committee. ARTICLE XIV ----------- Successors ---------- 14.01 This Trust Agreement shall be binding upon the Company, its successors and assigns, and upon all Members, their legatees, heirs and legal representatives. 10 -9- ARTICLE XV ---------- Limitation ---------- 15.01 Irrespective of any other provision herein, the Trust shall not continue in force and effect for any period of time beyond that permitted by any applicable statute or rule of law effective in the State of Wisconsin. 15.02 This Trust Agreement shall be construed and enforced according to the Laws of the State of Wisconsin and in such manner as in the judgment of the Trustee will best carry out the purposes hereof. The headings of the different articles are inserted for convenience of reference and are not to be taken to be any part of this Trust Agreement nor to control or affect the meaning, construction or effect thereof. ARTICLE XVI ----------- Miscellaneous ------------- 16.01 The Trustee shall not be required to give bond for the faithful performance of his duties hereunder. 16.02 No person or corporation dealing with the Trustee shall be required to take cognizance of the provisions hereunder or be required to make inquiry as to 11 -10- the authority of the Trustee to do any act which the Trustee may do hereunder, and every such person or corporation shall be entitled conclusively to assume that the Trustee is properly authorized to do any act which it mat do and shall be under no liability to anyone whomsoever for any act done hereunder pursuant to the written direction of the Trustee. Any such person or corporation may conclusively assume that the Trustee has full power and authority to receive and receipt for any money or property becoming due and payable to the Trustee and shall not be bound to inquire as to disposition or application of any money or property paid to the Trustee or paid in accordance with the written directions of the Trustee. 16.03 A certificate by the Secretary or Assistant Secretary of the Company certifying the name of the person who is then the Trustee hereunder shall be conclusive evidence for all purposes that such person is the Trustee hereunder at the date of such certificate. 16.04 The Trustee may delegate to one or more persons the authority to sign and endorse checks, drafts, notes or other documents, and such signature or endorsement may be made by facsimile signature. In the absence of the Trustee or upon the failure or inability of the Trustee to act, checks, drafts, notes or other documents regarding the 12 -11- Trust Fund may be signed or endorsed in such a manner as may be determined by the Savings Plan Assets Committee. 16.05 Upn the request of the Trustee, the Company shall furnish from time to time such information in its possession as will aid the Trustee in administering the Trust. 16.06 The Trustee shall be udner no duty to examine the records of the Company to determine whether any certification has been or should have been made or the correctness of any certification which shall have been received by the Trustee. Nor shall it have any duty or responsibility to collect any sums so voted, its responsibility in that respect being expressly limited to contributions actually received by it. IN WITNESS WHEREOF, this Trust Agreement has been executed and delivered as of this 1st day of December, 1981, by and on behalf of the Company and the Trustee. ALLEN-BRADLEY COMPANY [SEAL] by /s/ CLAUDE R. WHITNEY ---------------------- Claude R. Whitney, Vice Chairman and Chief Executive Officer GENE R. STEVENS, TRUSTEE ------------------------ Gene R. Stevens, Trustee 13 WORLD HEADQUARTERS 1201 South Second Street ALLEN-BRADLEY Milwaukee, WI 53204 USA A ROCKWELL INTERNATIONAL COMPANY Telephone 414-382-2000 Fax 414-382-4444 Telex 4311016 May 5, 1995 Effective immediately, Kenneth W. Krueger is appointed Trustee of the following Allen-Bradley Plans: * Allen-Bradley Employee Savings Plan for Salaried Employees * Allen-Bradley Employee Savings Plan for Hourly Employees * Allen-Bradley Employee Savings Plan for Represented Hourly Employees Mr. Krueger replaces Gene R. Stevens, who retired December 31, 1994. /s/ JODIE K. GLORE ------------------ Jodie K. Glore Member, Asset Committee /s/ KENNETH W. KRUEGER /s/ JULIE A. BECK - ---------------------- ----------------- Kenneth W. Krueger Julie A. Beck Member. Asset Committee Member, Asset Committee cc: Roger Freitag Helping our customers become globally competitive through control and information technologies. (LOGO) EX-4.D.3 5 ROCKWELL INTER. 1 EXHIBIT 4-d-3 ------------- SUCCESSION AGREEMENT -------------------- The parties to this agreement are Allen-Bradley Company, Inc. a Wisconsin corporation ("Employer"), Kenneth W. Kruger ("Prior Trustee"), and NBD Bank, a State of Michigan banking corporation ("Successor Trustee"), WHEREAS, the Employer and the Prior Trustee previously entered into a trust agreement dated December 1, 1981 (the "Trust Agreement") pursuant to which the Employer designated the Prior Trustee as trustee of the trust fund under the Allen-Bradley Savings and Investment Plan for Salaried Employees and the Allen-Bradley Savings and Investment Plan for Hourly Employees (together called the "Plan"), WHEREAS, the Employer has determined to remove the Prior Trustee as trustee of a portion of the trust (such portion to be called the NBD Trust) under the Plan and to appoint the Successor Trustee as trustee. The parties are desirous of providing for such succession by the terms of this Agreement, to be effective October 1, 1995 ("Succession Date"), NOW, THEREFORE, the Employer, the Prior Trustee, and the Successor Trustee agree as follows: 1. Succession of Trustee. --------------------- As of the Succession Date, the Successor Trustee shall be deemed to have succeeded the Prior Trustee as trustee of a certain portion of the Plan under the Plan and the Prior Trustee shall thereafter function only as contemplated by this Agreement and he may reasonably determine to be necessary or advisable in order that the trustee succession may be accomplished in an orderly and expeditious manner. To the extent applicable and necessary, the Successor Trustee shall act in the manner consistent with the provisions of the Trust Agreement, which is incorporated herein by reference. 2 2. Transfer Assets. ---------------- The prior trustee held no assets which are subject to the terms of this Agreement. 3. Transfer of Subsequent Receipts. -------------------------------- The parties recognize that after the Succession Date, the Prior Trustee may continue to receive for an indeterminate period, income or other proceeds of the trust fund, or that portion which the Prior Trustee previously shall have transferred to the Successor Trustee, and it is contemplated that the Prior Trustee shall effect transfer of such additional receipts to the Successor Trustee at such time or times, not exceeding 30 days after receipts, as the Prior Trustee shall determine to be reasonable. 4. Reports of Prior Trustee. ------------------------- Since the Prior Trustee held no assets that were subject to the terms of this Agreement, the Prior Trustee shall not be required to provide any reports to the Successor Trustee concerning its prior trust administration. 5. Responsibility of Successor Trustee. ------------------------------------ The Successor Trustee shall become responsible for the trust fund under the Plan only when the same shall have been received by it, and shall not be required or obliged to proceed against the Prior Trustee or any other person to acquire assets of the plan or be under any duty to inquire into the administration of the trust by the Prior Trustee. The Successor Trustee shall not be responsible, and is hereby relieved and absolved from responsibility and liability, for any act or omission of the Prior Trustee in his administration of the trust fund prior to the Succession Date. The Successor Trustee shall invest the principal and income of the NBD Trust without direction and without distinction between principal and income of said NBD Trust, which has not been segregated in an Investment Manager Account or accounts, in every kind of property (real, personal or mixed, and every king of investment, specifically including, but not by way of limitation, corporate obligations of every kind and stocks preferred or common) which men of prudence, acting in a like capacity and familiar with such matters would use 3 in the conduct of an enterprise of a like character and with like aims, as the Successor Trustee shall in its discretion determine, provided that the Successor Trustee shall not invest such principal and income in any security issued by Rockwell International Corporation. Notwithstanding any other provision of this Agreement, up to 10% of the contributions made to the NBD Trust may, to the extent permitted by the Employer, be invested by the Successor Trustee in any special investment fund maintained by the Successor Trustee designed to offer unusual possibilities for growth and capital investment, and specifically within the contemplation hereof, and notwithstanding any other provision of this instrument, the persons, natural or legal, who control the investment of this Trust, may cause any part or all of the assets of this Trust to be invested collectively with the money and other assets of trusts created by others by causing such money and other assets to be invested as part of a common, collective or commingled trust funds, as the same may have heretofore been or may hereafter be established by the Successor Trustee, which is qualified under the provisions of Section 401(a) and exempt under the provisions of Section 501(a) of the Internal Revenue Code of 1986, as the same may be amended. The money and other assets of this Trust so added to any such common, collective or commingled trust fund maintained by the Successor Trustee shall be subject to all of the provisions of the Declaration of Trust, as the same may be amended, under which any such common, collective or commingled trust fund shall be maintained, and for the period of any such collective investment of assets of this Trust such declaration of Trust, as the same may be amended, shall constitute a part of this instrument. The Successor Trustee shall have the sole responsibility with respect to selecting, making and retaining investments. The provisions of this paragraph 5 shall have the same force and effects as though set forth in the Trust Agreement between the Employer and the Prior Trustee. 6. Advice of Counsel; Indemnification. ---------------------------------- The Trustee may consult with counsel (who may be counsel for the Employer or for the Trustee in its corporate capacity), and the trustee shall not be deemed imprudent by reason of its talking or refraining from taking any action in accordance with the opinion 4 of counsel. The Employer agrees, to the extent permitted by law, to fully and forever indemnify and hold the Trustee harmless from and against any claims, damages, losses, costs and expenses, including reasonable attorneys fees, that the Trustee may incur in the administration of the trust fund, unless arising from the Trustee's own negligent or willful breach of the provisions of this Agreement. Such indemnity shall survive the removal or resignation of the Trustee and the termination of this Agreement. This Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this Agreement, except such as may be required by any law which prohibits the waiver thereof. 7. Trustee Not a Party to the Plan; Conflicting Terms. --------------------------------------------------- The Trustee is not a party to the Plan and shall not have any obligations or liabilities thereunder. The terms of the Agreement shall prevail over any conflicting provisions of any Plan. 8. Michigan Law. ------------- The Agreement and the trust created with the Successor Trustee shall be construed, regulated and administered under the laws of the State of Michigan, and the Successor Trustee shall be liable to account only in the courts of such State. 9. Further Instruments and Acts. ----------------------------- The parties agree to execute and deliver any and all further instruments, and to perform any and all further acts, which may be necessary to desirable for the accomplishment of the purposes of this Agreement. 10. Acceptance of Trust. -------------------- By execution of this Agreement, the Successor Trustee signifies its acceptance, as Successor Trustee, of the terms and conditions of the trust and of the Plan as it pertains to the trust, and the Employer designates the Successor Trustee as Successor Trustee under the Plan. 5 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the respective parties on ________________, 1996. ALLEN-BRADLEY COMPANY, INC. - ---------------------------- By: ---------------------- Witness Kenneth W. Krueger Vice President PRIOR TRUSTEE - --------------------------- ---------------------- Witness Kenneth W. Krueger NBD BANK SUCCESSOR TRUSTEE - -------------------------- By: ---------------------- Witness EX-4.E.1 6 ROCKWELL INTER. 1 Exhibit 4-e-1 ----- NEW YORK LIFE INSURANCE COMPANY [LOGO] ----------- A Mutual Company Founded in 1845 ----------- 51 MADISON AVENUE, NEW YORK, N. Y. 10010 Contractholder: TRUSTEES OF THE ALLEN-BRADLEY EMPLOYEES SAVINGS PLAN & TRUST Effective Date: November 30, 1990 Date of Issue: Jan. 17, 1991 Contract Number: GA-06021 NEW YORK LIFE WILL PAY the benefits provided by this Contract, subject to its terms and conditions. This Contract is made in consideration of the payment of Contributions in accordance with its terms and conditions. Contract Years will be determined from the Effective Date, which is the first day of the first Contract Year. Each such Contract Year is a period of 12 months. Plan means the Allen-Bradley Employees Savings Plan & Trust as amended to the Effective Date hereof. New York Life is not a party to the Plan and its obligations are limited to those set forth in this Contract. The benefits, terms and conditions set forth on the following pages are a part of this Contract. IN WITNESS WHEREOF, New York Life has caused this Contract to be executed as of its Date of Issue. PARTICIPATING GROUP ANNUITY CONTRACT FIXED DOLLAR ACCOUNT ANNUITY BENEFITS PAYABLE IN FIXED DOLLAR AMOUNTS PRESIDENT SECRETARY GP-GIC-GEN.-OW-1 11/86 COUNTERSIGNATURE 2 SECTION 1. CONTRACTUAL ACCOUNT ------------------------------ 1.1 CONTRIBUTIONS. Contributions are amounts received by New York Life at its Home Office in New York City, in immediately available funds, over a period beginning on November 30, 1990 and ending on November 30, 1991. No contributions will be accepted under this Contract after November 30, 1991 except that the November, 1991 contributions may be remitted until December 31, 1991. Contributions under this Contract will consist of: (i) a lump sum contribution of approximately $11,879,230.00 to be received on or about November 30, 1990, which represents maturing GIC proceeds, (ii) gross employee and employer contributions made under the provisions of the Plan of approximately $346,154.00 per week, beginning in November, 1990 for a total of approximately $18,000,000.00 and (iii) rollovers from other qualified plans. 1.2 FIXED DOLLAR ACCOUNT. Contributions when received will be credited to the Fixed Dollar Account maintained under this Contract. The amount in the Fixed Dollar Account at any time will be equal to the sum of all amounts credited to that account, less the sum of all amounts withdrawn from that account. Amounts credited to the Fixed Dollar Account will be: (i) contributions made pursuant to Section 1.1; (ii) interest credited pursuant to Section 1.3; and (iii) dividends, if any, credited pursuant to Section 4.4. Amounts withdrawn from the Fixed Dollar Account will be: (i) amounts withdrawn as expense charges pursuant to Section 1.4; (ii) amounts withdrawn pursuant to the provisions of Sections 1.7, 1.8 or 2.1; and (iii) amounts withdrawn in order to provide pension benefits pursuant to Section 3. 1.3 INTEREST. As of the last day of each calendar month New York Life will credit as interest to the Fixed Dollar Account an amount determined by applying to the average balance in the Fixed Dollar Account for such calendar month, interest at an effective annual rate of 9.07%. 1.4 EXPENSE CHARGE. As of the last day of each calendar month, New York Life will withdraw from the Fixed Dollar Account as an administrative expense charge an amount determined by GP-GIC-GEN.-OW-1 -1- 11/86 3 applying to the average balance in the Fixed Dollar Account for such calendar month expenses at an effective annual rate of 0.25%. 1.5 EFFECTIVE NET ANNUAL YIELD. The effective net annual yield under this Contract will be 8.82% after recognition of the expense charge pursuant to Section 1.4. 1.6 ACCUMULATION PERIOD. The Accumulation Period will begin on the Effective Date and end on November 29, 1996. 1.7 ACCUMULATION AMOUNT. At the end of the Accumulation Period New York Life will pay as the Accumulation Amount the then balance in the Fixed Dollar Account, after interest has been credited pursuant to Section 1.3 and amounts have been withdrawn pursuant to the provisions of Sections 1.4, 1.8 or Section 3. Payment will be made in a single sum in immediately available funds to the Contractholder or to such other entity as the Contractholder may designate in writing. 1.8 PAYMENTS TO THE CONTRACTHOLDER. Provided that the Contract has not yet been terminated the Contractholder, acting in accordance with the provisions of the Plan, may direct New York Life by written notice at any time prior to the end of the Accumulation Period to pay an amount to the Contractholder, or to any other entity as directed by the Contractholder in writing, from the Fixed Dollar Account. Any such amount will be for the purpose of providing benefits for Plan participants upon death, retirement, disability or termination of employment occurring in the normal course of business. Active participants may elect hardship withdrawals in accordance with the provisions of the Plan. Terminations due to occurrences such as total or partial plan termination, mergers, spin-offs, sales or closings of all or part of the Plan Sponsor's operations, bankruptcy or receivership will not be considered to be occurring in the normal course of business. New York Life will withdraw from the Fixed Dollar Account the amount to be paid to the Contractholder on the later of (a) the date of receipt of written notice or (b) the date specified in such notice, provided that (i) the following order of withdrawals from the total assets of the Plan held in Guaranteed Investment Contracts has been adhered to by the Contractholder: (a) first, from the Guaranteed Investment Contract receiving current cash flow to the extent sufficient; (b) second, from all other Guaranteed Investment Contracts on a last-in, first-out basis. GP-GIC-GEN.-OW-1 -2- 11/86 4 (ii) the amount withdrawn from the Fixed Dollar Account on account of such payment pursuant to this Section 1.8 will not exceed the balance in the Fixed Dollar Account as of the date of withdrawal, reduced by any amount necessary to recover charges applicable pursuant to Section 1.4. The Contractholder will furnish New York Life with such information as New York Life may reasonably require in connection with requests for withdrawals under this Section 1.8. GP-GIC-GEN.-OW-1 -3- 11/86 5 SECTION 2. CONTRACT TERMINATION PRIOR TO EXPIRATION OF ------------------------------------------------------ ACCUMULATION PERIOD ------------------- 2.1 TERMINATION. The Contractholder may terminate this Contract as of any business day prior to the end of the Accumulation Period which day will be the Termination Date, provided written notice of termination is received by New York Life at its Home Office in New York City at least 10 business days prior to the intended Termination Date. In no event may the Termination Date be later than the end of the Accumulation Period as specified in Section 1.6. New York Life will credit interest to the Fixed Dollar Account for the period from the first day of the calendar month in which termination occurs to the Termination Date at the rate specified in Section 1.3, and will withdraw an administrative expense charge as specified in Section 1.4, proportionately for the same period. New York Life will then withdraw the balance in the Fixed Dollar Account as of the Termination Date after these adjustments have been made and any other withdrawals made pursuant to the provisions of Section 1.8 or Section 3 have been accounted for and will pay, in a single sum, and in full discharge of its obligations under this Contract, to the Contractholder or to such other entity as the Contractholder may designate in writing, the sum of: (i) the amount of interest credited to the Fixed Dollar Account from the first day of the calendar month in which termination occurs to the Termination Date reduced by the amount withdrawn as the administrative expense charge from the Fixed Dollar Account as of the Termination Date, plus (ii) the transfer amount described below. The transfer amount will be equal to the balance in the Fixed Dollar Account as of the Termination Date before the adjustments for interest and administrative expense charges described above, accumulated from the Termination Date to the end of the Accumulation Period at the rate of interest specified in Section 1.3, less the rate of expense charges specified in Section 1.4, and discounted from the end of the Accumulation Period to the Termination Date at a rate equal to the greater of (a) and (b), where (a) is the rate of interest specified in Section 1.3, and (b) is the yield quoted or estimated by Salomon Brothers BOND MARKET ROUNDUP for New Issues - Industrials (long term) rated BBB as of the Friday preceding the Termination Date, or if such yield is not quoted by Salomon Brothers, such other recognized independent public source of interest rates as New York Life may reasonably select. GP-GIC-GEN.-OW-1 -4- 11/86 6 2.2 PAYMENT UPON TERMINATION. After application of the terms and provisions of Section 2.1, all funds will be transferred to the Contractholder or to such other entity as the Contractholder may designate in writing in a single sum. Payment will be made in immediately available funds on the Termination Date. However, New York Life reserves the right to defer payment for up to 60 days in which event the single sum amount will be credited with interest at the rate specified in Section 1.3 less the expense charges specified in Section 1.4 from the Termination Date to the date of actual payment. 2.3 BUSINESS DAY. Business Day means a day on which New York Life is open for business. GP-GIC-GEN.-OW-1 -5- 11/86 7 SECTION 3. PENSION BENEFITS --------------------------- 3.1 GENERAL. Payments to the Contractholder pursuant to Sections 1.7, 1.8 and 2.2 may, at the election of the Contractholder be applied to provide guaranteed pension benefits pursuant to the Plan by directing New York Life, in writing, to withdraw from the Fixed Dollar Account the amounts necessary to provide such pension benefits through the purchase of immediate annuities, subject to the provisions of this Section. The rates for the purchase of annuities will be the rates then in effect, as determined by New York Life from time to time, for contracts in the class of contracts to which this Contract belongs. In no event, however, will any annuity purchase rate be greater than the appropriate rate in the attached Table of Annuity Purchase Rates. No annuity, however, will be provided if the total amount required to purchase such annuity would be less than any minimum amount determined by any applicable law or regulation, in which event the total amount otherwise required for purchase will be paid in cash to the individual. 3.2 REQUIRED INFORMATION. For each person for whom an immediate annuity is to be purchased, the Contractholder will specify in writing to New York Life at its Home Office in New York City the amount and form of pension benefit, the date payment is to begin, proof of age and such other information as New York Life may require. 3.3 FORM AND AMOUNT OF BENEFIT PAYMENT. New York Life will provide a pension benefit in the form of a life annuity that provides monthly payments ending with the last payment due on or before the person's death or in any other form of benefit as specified pursuant to Section 3.2 and which is agreeable to New York Life. The amount of any annuity benefit may not be less than $25.00 per month. 3.4 CERTIFICATES. New York Life will issue to the Contractholder for delivery to each person for whom an annuity has been purchased an individual retirement certificate setting forth the amount and terms of payment of such benefit. 3.5 MISSTATEMENTS. If any facts on which the purchase of an annuity was based have been misstated, the amount withdrawn from the Fixed Dollar Account pursuant to Section 3.1, or the amount of such benefit payments, or both, will be adjusted. Overpayments by New York Life will be charged against and underpayments will be added to any such benefit payments payable thereafter. 3.6 LIABILITY OF NEW YORK LIFE. New York Life makes no representation and assumes no liability as to the sufficiency of Contributions or of the Fixed Dollar Account for the benefits to be provided under the Plan. The liability of New York Life is for the payment of benefits as directed by the Contractholder and on the basis of the correct withdrawal from the Fixed Dollar Account in accordance with the terms of this Contract. GP-GIC-GEN.-OW-1 -6- 11/86 8 SECTION 4. GENERAL PROVISIONS ----------------------------- 4.1 CONTRACT. This Contract and the application for it, a copy of which is attached, constitute the entire Contract. No modification of this Contract, other than one resulting from the exercise of a right expressly reserved to New York Life will be valid unless evidenced by an amendment to the Contract signed by the Contractholder and by an Executive Officer of New York Life. 4.2 GRACE PERIOD. All Contributions due under the terms and conditions of this Contract are payable to New York Life at its Home Office in New York City in immediately available funds on or before the dates when they are due. If any Contribution is not paid when due, New York Life will grant a qrace period of 31 days. 4.3 ASSIGNABILITY. The Contractholder may assign this Contract, in whole or in part, provided the assignee holds the Contract or any interest therein as an asset of a pension, profit-sharing or other retirement plan maintained by a corporate employer which meets the qualification requirements of Section 401(a) of the Internal Revenue Code, as amended, or to any other assigns provided that, in the opinion of New York Life's legal advisor, this Contract retains its exempt status under the Securities Act of 1933, or any other federal or state securities laws. Any other attempted assignment of this Contract or any interest therein will be null and void, and will not be binding on New York Life. A copy of any assignment of this Contract, or of any interest therein, must be filed with New York Life. Any such assignment will be subject to any payment made or other action taken by New York Life before the assignment is received and acknowledged as accepted by New York Life. New York Life assumes no responsibility for the validity of an assignment. No other person entitled to a benefit under this Contract will have the right to assign, transfer, hypothecate, encumber, commute or anticipate his interest in such benefit and, to the extent permitted by law, no benefit will be liable to seizure or application by operation of law to pay any debt or liability incurred by him. 4.4 DIVIDENDS. As of the last day of each contract Year, the divisible surplus, if any, ascertained and apportioned to this Contract as a dividend will be paid to the Contractholder or to such other entity as the Contractholder may designate in writing. 4.5 CONSTRUCTION. In the event of any inconsistency between the provisions of this Contract and the provisions of the Plan, the provisions of this Contract will control. GP-GIC-GEN.-OW-1 -7- 11/86 9 4.6 PLAN QUALIFICATION. This Contract is issued to the Contractholder with the understanding that the Plan is qualified under Section 401(a) of the Internal Revenue Code, as amended. Any written direction by the Contractholder to New York Life to make payment to another entity will also specify that such payment will not impair the Plan's status as a Qualified Plan under Section 401(a) of the Internal Revenue Code, as amended. GP-GIC-GEN.-OW-1 -8- 11/86 10 TABLE OF LIFE ANNUITY PURCHASE RATES THE FOLLOWING PURCHASE RATES REPRESENT THE AMOUNT REQUIRED ON A NON-PARTICIPATING BASIS TO PURCHASE AN IMMEDIATE LIFE ANNUITY OF $1.00 A MONTH BEGINNING ON THE DATE OF PURCHASE.
PURCHASES MADE PRIOR TO THE FIFTH AGE CONTRACT ANNIVERSARY --- -------------------- 50 $ 222.50 51 219.02 52 215.46 53 211.81 54 208.08 55 204.26 56 200.34 57 196.33 58 192.22 59 188.00 60 183.67 61 179.23 62 174.69 63 170.05 64 165.32 65 160.51 66 155.65 67 150.75 68 145.83 69 140.92 70 136.03
NEW YORK LIFE MAY CHANGE THE PURCHASE RATES IN THIS TABLE FOR PURCHASES MADE ON OR AFTER THE FIFTH CONTRACT ANNIVERSARY, BUT NOT MORE OFTEN THAN ONCE EVERY FIVE YEARS AGE FOR THE PURPOSE OF THIS TABLE IS AGE NEAREST BIRTHDAY AT ANNUITY PURCHASE DATE. NEW YORK LIFE WILL CALCULATE ANNUITY PURCHASE RATES FOR OTHER AGES AND ANNUITY FORMS ON THE SAME ACTUARIAL BASIS, AND WILL FURNISH SUCH RATES ON REQUEST. THE RATES IN THIS TABLE ARE EXCLUSIVE OF ANY STATE OR LOCAL PREMIUM TAX AND WILL BE INCREASED TO RECOGNIZE APPROPRIATELY ANY SUCH TAX PAID OR PAYABLE BY NEW YORK LIFE WITH RESPECT TO ANNUITY BENEFITS PURCHASED HEREUNDER. RATE TABLE CODE: 139100 GP-GIC-GEN.-OW-1 -9- 11/86 11 [LOGO] APPLICATION TRUSTEES OF THE ALLEN-BRADLEY EMPLOYEES SAVINGS PLAN & TRUST as Contractholder whose Main Office Address is 1201 South Second Street Milwaukee, WI 53204 hereby makes application to New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010, for Group Annuity Contract No. GA-06021, the terms of which are hereby approved and accepted by the Contractholder to take effect on the Effective Date specified in the Contract. It is agreed that this application supersedes any Statement of Understanding or application for this Contract previously signed by the Contractholder. Executed at Milwaukee, Wisconsin Contractholder -------------------------- on February 11, 1991 By /s/ GENE R. STEVENS, Trustee ----------------------------------- ---------------------------- (Signature and Title) Agent: -------------------------------------------------------------------- Countersignature: --------------------------------------------------------- (Resident Licensed Agent where required) This copy is part of the entire contract and a duplicate original of this Application is to be returned to New York Life. GP-App(Rev.) 11/86 EX-4.E.2 7 ROCKWELL INTER. 1 Exhibit 4-e-2 ----- [LOGO] METROPOLITAN LIFE INSURANCE COMPANY A Mutual Company Incorporated in New York State One Madison Avenue-New York, New York 10010-3690 Contractholder Trustees of Allen-Bradley Employee Savings Plan Trust Group Annuity Contract No. Issue Date 13380 November 18, 1992 In Consideration of the Contractholder's payments under this Contract, METROPOLITAN LIFE INSURANCE COMPANY ("MetLife") Agrees to make payments, and to pay annuities bought, under this Contract in accordance with and subject to its terms. Therefore, the Contractholder and MetLife execute this Contract in duplicate to take effect as of the Issue Date. Trustees of Allen-Bradley Metropolitan Life Insurance Company Employee Savings Plan Trust - ------------------------------------ /s/ ROBERT G. SCHWARTZ /s/ NICHOLAS D. LATRENTA /s/ GENE R. STEVENS Robert G. Schwartz Nicholas D. Latrenta - ------------------------------------ Chairman of the Board, President Vice-President and Secretary Signature and Chief Executive Officer Trustee - ------------------------------------ Title [Illegible] /s/ T. A. Burger - ------------------------------------ -------------------------------------- Witness Registrar 3/17/93 March 25, 1993 - ------------------------------------ -------------------------------------- Date Date Milwaukee, WI New York, N.Y. - ------------------------------------ -------------------------------------- City and State City and State
ALTHOUGH THIS IS A PARTICIPATING CONTRACT, METLIFE DOES NOT ANTICIPATE THAT THIS CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION 6.1. Defined Contribution Plan Accumulation Contract Nonparticipating Annuities Form G.2440K 2 CONTENTS
Section Page 1. INTRODUCTION ................................................2 2. RELATION BETWEEN PLAN AND CONTRACT 2.1 General Understanding ...................................3 2.2 Changes in Plan's Terms and Operation; Competing Plan ...3 3. PAYMENTS TO METlIFE 3.1 Payments for Addition to the Plan Reserve Account .......8 3.2 Interest Rates ..........................................8 3.3 Payment of Expenses .....................................8 3.4 Grace Period ............................................9 4. PAYMENTS BY METlIFE 4.1 Reports of Plan Benefits and Transfers .................10 4.2 Withdrawals from Plan Reserve Account ..................10 4.3 Application of the Plan Reserve Account Withdrawals ....11 5. ANNUITIES 5.1 Annuity Purchases ......................................12 5.2 Stipulated Payments ....................................12 5.3 Certificates ...........................................12 5.4 Misstatements ..........................................13 6. GENERAL PROVISIONS 6.1 Participation; Dividends ...............................14 6.2 Entire Contract ........................................14 6.3 Assignment or Alienation ...............................14 6.4 Liability for Payments .................................15 6.5 Communications; Payments ...............................15 6.6 Information to be Furnished ............................15 6.7 Termination of Contract ................................15 7. STIPULATED PAYMENTS ........................................16
3 Section 1. Introduction 1.1 "Plan" means the Qualified Plans participating in Allen-Bradley Employee Savings Plan Trust that cover the salaried, hourly and represented hourly employees of the Allen-Bradley Company. The Contractholder has given MetLife a copy of the Plan as in effect on the Issue Date. The Plan is mentioned for reference purposes only. MetLife is not a party to the Plan. 1.2 "Plan Reserve Account" means the account MetLife will establish under this Contract and to which it will add Contractholder payments of Plan contributions. 1.3 "Qualified Plan" means a plan that meets the requirements for qualification under Section 401 of the United States Internal Revenue Code or that is a governmental plan, as defined in Section 414 (d) of such Code, established by an employer for the exclusive benefit of its employees or their beneficiaries and under which it is impossible before the satisfaction of all liabilities with respect to such employees and their beneficiaries for any part of the corpus or income to be diverted to purposes other than for their exclusive benefit. The Contractholder represents that the Plan is a Qualified Plan as of the Issue Date. Form G.2440K 2 4 Section 2. Relation Between Plan and Contract 2.1 General Understanding The Plan permits contributions made thereunder to be paid to an insurance company under a contract of this type. However, the existence of this Contract between the Contractholder and MetLife does not cause MetLife to be a fiduciary of the Plan. The Contractholder and MetLife agree as follows: (1) As of the Issue Date of this Contract the Plan has certain provisions and/or related administrative practices applicable to contributions by and on behalf of participants, and payments to participants or their beneficiaries because of retirement, termination of employment, disability, death or in-service withdrawals. References in this Contract to the Plan's provisions mean, unless MetLife agrees otherwise, such provisions and/or administrative practices as in effect on the Issue Date. As used in this Contract, "termination of employment" does not include either (i) transfer or other change of employment from an employer to a parent, subsidiary or any company under common ownership or control with the employer, or (ii) any change of employers as the result of the spin-off, sale or merger of any unit of the employer or Plan sponsor. (2) Participants will exercise their own independently determined judgments, without influence or direction by the Contractholder, employer or Plan sponsor, in regard to their actions under the Plan. Upon request by MetLife, the Contractholder will furnish it with copies of communications to participants concerning the Plan. 2.2 Changes in Plan's Terms and Operation; Competing Plan The Contractholder agrees to furnish MetLife promptly with a copy of each amendment to the Plan that takes effect after the Issue Date and to notify MetLife promptly if the Plan is determined not to be a Qualified Plan. If the Plan is amended so that its terms no longer conform to those set out in Section 2.1, or if in practice the Plan is administered in a manner that has the substantive effect of changing the Plan's terms or administration from that set out in Section 2.1, or if any of the agreements expressed in Section 2.1 or this Section 2.2 is breached, or if the Contractholder has not made any payment specified in Section 3.1 by the end of the Grace Period Form G.2440K 3 5 Section 2.2--Continued or any report specified in Section 4, or if the Plan is determined not to be a Qualified Plan, MetLife will have the right as of the effective date of such Plan amendment, administrative change or breach of agreement, or as of the end of the Grace Period in which the Contractholder did not make the required payment, or as of the date the Contractholder did not make the required report or MetLife learns that the Plan is no longer a Qualified Plan, to do any or all of the following: (a) If the Plan is amended so that its terms no longer conform to those set out in Section 2.1, or if in practice the Plan is administered in a manner that has the substantive effect of changing the Plan's terms or administration from that set out in Section 2.1, and MetLife determines that such amendment or administrative change would adversely affect MetLife's financial experience under this Contract, the following provisions will apply: (i) If MetLife determines that such amendment or change would increase the amount of payments MetLife would have to make under this Contract or change the interval between such payments, MetLife will make only the payments that MetLife determines would have been made if the amendment or change had not been made. (ii) If MetLife determines that such amendment or change would decrease the amount of payments MetLife would have to make under this Contract or change the interval between such payments, MetLife will determine the additional amounts that it will withdraw from the Plan Reserve Account and pay to the Contractholder so that the aggregate of all payments made by MetLife under this Contract would be the same as the payments that would have been made under this Contract had the amendment or change not been made. (iii) If such amendment or change occurs before December 1, 1993 and MetLife determines that such amendment or change would increase the amount of payments to be paid to MetLife under this Contract or change the interval between such payments, MetLife will not accept under this Contract any payment that in MetLife's determination is attributable to the amendment or change nor will the Contractholder be obligated to pay to MetLife under Section 3.1 the amounts MetLife determines are attributable to such amendment or change. Form G.2440K 4 6 Section 2.2--Continued (iv) If such amendment or change occurs before December 1, 1993 and MetLife determines that such amendment or change would decrease the amounts paid to MetLife under this Contract or change the interval between such payments, MetLife will reduce the rate of interest it will thereafter credit on amounts in the Plan Reserve Account to the extent necessary to compensate MetLife for the loss or losses MetLife determines in connection with such decreased amount of payments. In no event will any such reduction cause the rate of return under Section 3.2 to be less than a rate, compounded daily, equivalent to an effective annual rate of 4.88%. (b) If the Contractholder has not made any payment specified in Section 3.1 by the end of the Grace Period or any report specified in Section 4, or if the Plan is determined not to be a Qualified Plan, or if any of the agreements expressed in Section 2.1 or this Section 2.2 is breached, and MetLife determines that such event would adversely affect MetLife's financial experience under this Contract, MetLife will have the right to charge the Contractholder and, to the extent not paid by the Contractholder, to withdraw from the Plan Reserve Account, the amount necessary to compensate MetLife for the loss or losses MetLife in its sole discretion determines in connection with an event described in this item (b). If MetLife exercises its rights under the foregoing items (a) and (b) and within 90 days thereof the Contractholder and MetLife agree upon an alternative arrangement, then MetLife will rescind its action or actions under said items upon such agreement. No action by MetLife under said items (a) and (b) will exceed that necessary to avoid an impairment of MetLife's financial experience under this Contract. In any event MetLife will provide the Contractholder with sufficient information to substantiate MetLife's action. If the Contractholder, employer or Plan sponsor establishes another pension or profit sharing plan or program to which participants contribute, or any plan or program to which participants contribute and which contains a savings element, or amends an existing plan or program so that it falls within the foregoing description, and if such plan or program is available to participants eligible for the Plan, or if the employer agrees to make payroll deductions for another plan or program (whether or not established by the employer) as described in this paragraph on account of participants eligible for the Plan, then MetLife will have the right to deem such action to be a change in the Plan's terms as contemplated by the second paragraph of this Form G.2440K 5 7 Section 2.2--Continued Section 2.2 and so permit MetLife to exercise its rights under item (a) of said second paragraph. If a spin-off, sale or merger of any unit of the employer or Plan sponsor occurs, and if with respect to Plan participants employed by that unit (i) such Plan participants become participants under a defined contribution plan adopted by the successor employer (the "Successor Plan"), (ii) the Successor Plan provisions conform to those represented to MetLife for the Plan pursuant to Section 2.1 of this Contract, and (iii) the successor employer applies to MetLife for a guaranteed interest contract issued in connection with the Successor Plan (the "Clone Contract") to receive, at issue, designated amounts which had been added to the Plan Reserve Account under this Contract, then MetLife will, upon mutual agreement with the successor employer, do the following: (a) Issue the Clone Contract to the new contractholder in accordance with MetLife's underwriting guidelines for contracts in the class to which this Contract belongs. (b) Amend this Contract to effect the withdrawal and transfer to the Clone Contract of the portion of the Plan Reserve Account attributable to Plan participants employed by the successor employer. (c) Assess a one-time expense charge in connection with the issuance of the Clone Contract and the corresponding amendment of this Contract. However, if MetLife and the successor employer do not reach a mutual agreement for the issuance of a Clone Contract, then MetLife will apply the provisions of the next following paragraph separately to each business-related event that would otherwise have resulted in the issuance of a Clone Contract. If a Plan or business-related event causes a group of participants eligible on the Issue Date to be thereafter excluded from eligibility, and if as a result of such exclusion withdrawals are to be made on account of such participants, the Contractholder will (i) promptly advise MetLife of any such event and (ii) as soon as practicable thereafter request MetLife to withdraw from the Plan Reserve Account this Contract's share (see Section 4.1) of the amounts Form G.2440K 6 8 Section 2.2--Continued needed to accommodate such event. The Contractholder will identify to MetLife amounts to be withdrawn for each such event. MetLife will determine the ratio of the amount of each such withdrawal to the amount in the Plan Reserve Account as of the date prior to the day such withdrawal is to be paid. So long as the sum of all such ratios attributable to all such events, determined since the Issue Date, expressed as a percentage, does not exceed 5%, MetLife will make application of such withdrawals in accordance with item (a) or (b) of Section 4.3. If an event would cause the sum of these percentages to exceed 5%, then MetLife will deem such event to be a change in the Plan's terms as contemplated by the second paragraph of this Section 2.2 and so permit MetLife to exercise its rights under subitems (i) and (iv) of said second paragraph. This paragraph does not apply to events, such as layoffs and plant closings, that result in bona fide termination of employment for participants. If the Plan is extended to a group of participants not eligible on the Issue Date, MetLife will not accept under this Contract any payment on account of such group of participants, nor will the Contractholder be obligated to pay to MetLife under Section 3.1 any payment on account of such group of participants unless otherwise agreed upon by the Contractholder and MetLife. Form G.2440K 7 9 Section 3. Payments to MetLife 3.1 Payments for Addition to the Plan Reserve Account The Contractholder will pay to MetLife under this Contract the following: (a) An aggregate amount of approximately $38,000,000.00 on December 1, 1992. (b) One hundred percent of the Gross Contributions to the Plan made during each week after November 30, 1992 and before December 1, 1993. Such Contributions will be paid to MetLife promptly after the date any such Contribution is made. MetLife will add each such payment to the Plan Reserve Account as of the date of MetLife's receipt of the payment. As used in this Contract, the term Gross Contributions means for any week the amounts contributed to the Plan, pursuant to the Plan provisions referred to in Section 2.1, during that week. 3.2 Interest Rates MetLife will credit interest on amounts while in the Plan Reserve Account. Interest will be credited from the date of addition up to, but not including, the date of withdrawal from the Plan Reserve Account. Any rate of interest specified in this Section 3.2 is subject to reduction as provided in Section 2.2. Such interest will be credited at a rate, compounded daily, equivalent to an effective annual rate of 6.88% which will be the rate of return under this Contract on amounts while in the Plan Reserve Account. 3.3 Payment of Expenses The administrative expenses allocated to this Contract will be as follows: MetLife will determine the administrative expense charges allocated to this Contract if MetLife performs administrative services under this Contract at the Contractholder's request that are not taken into account by MetLife under this Contract. MetLife will notify the Contractholder after the completion of such services of the amount of the expense charges due. Form G.2440K 8 10 Section 3.3--Continued The Contractholder will, upon receipt of notice of the amount of such expense charges, pay MetLife such amount. MetLife will not add any such payment to the Plan Reserve Account. To the extent the Contractholder does not pay all or any portion of such amount within the Grace Period, MetLife will have the right to withdraw the unpaid amount from the Plan Reserve Account. 3.4 Grace Period The Contractholder will have a Grace Period of 31 days within which to pay MetLife any amount, except the first amount, payable under this Contract. Form G.2440K 9 11 Section 4. Payments by MetLife 4.1 Reports of Plan Benefits and Transfers The Contractholder will promptly report to MetLife under this Contract the following: (a) Before December 1, 1993, the amount of each Gross Withdrawal from the Plan made during each calendar quarter after November 30, 1992 and before December 1,1993. (b) After November 30, 1992 and provided all amounts in the Plan attributable to amounts contributed to the Plan after November 30, 1993 have been exhausted, the amount of each Gross Withdrawal from the Plan made during each calendar quarter after November 30, 1993. In such report, the Contractholder will also specify the application of any such amount under Section 4.3. As used in this Contract, the term Gross Withdrawal means for any calendar quarter the amounts withdrawn from the Plan, pursuant to the Plan provisions referred to in Section 2.1, during that month. Fixed Income Fund, pursuant to such provisions, during that calendar quarter. For purposes of item (b) of this Section 4.1, any amounts attributable to the Plan paid to another guaranteed interest contract issued in connection with, or other funding vehicle purchased for, the Plan after November 30, 1993 will be deemed amounts contributed to the Plan after November 30, 1993. In addition, such funding vehicle will not be considered exhausted because of the bankruptcy, insolvency or other failure to act of the bank, insurance company or other entity providing it. 4.2 Withdrawals from Plan Reserve Account MetLife will withdraw from the Plan Reserve Account each amount the Contractholder reports under Section 4.1. MetLife will make each withdrawal from the Plan Reserve Account under this Section 4.2 as of the date the Contractholder specifies in its report under Section 4.1, except that MetLife will not make any withdrawal as of a date before the date MetLife receives the Contractholder's report. Form G.2440K 10 12 Section 4.2--Continued In addition to any withdrawal on account of a report under Section 4.1, MetLife will withdraw the entire amount remaining in the Plan Reserve Account on November 30, 1997. If the date any withdrawal would otherwise be made is a day on which MetLife, MetLife's bank or the payee is not open for business, such withdrawal will be made on the next following date on which all such parties are open for business. In no event will any withdrawal from the Plan Reserve Account exceed the total amount in the Plan Reserve Account. 4.3 Application of the Plan Reserve Account Withdrawals MetLife will apply each amount withdrawn from the Plan Reserve Account under Section 4.2 in one of, or a combination of, the following ways, as the Contractholder specifies: (a) To buy immediate annuities under this Contract on account of persons entitled to Plan benefits. (b) To provide a payment to the Contractholder or, upon agreement between the Contractholder and MetLife, to a payee the Contractholder names. If the amount withdrawn from the Plan Reserve Account under Section 4.2 exhausts the Plan Reserve Account and if there are then any charges under Section 3.3 not previously paid by the Contractholder, then notwithstanding the first paragraph of this Section 4.3, MetLife will deduct such charges from the amount withdrawn from the Plan Reserve Account before making any application under the foregoing item (a) or (b). Form G.2440K 11 13 Section 5. Annuities 5.1 Annuity Purchases At the Contractholder's option, all or part of any amount payable under Section 4 may be used to buy annuities under this Contract for persons entitled to Plan benefits. The Contractholder will report the following information to MetLife for each person on whose account an annuity is to be bought under this Contract. (a) The date as of which payment of the annuity is to commence. Such date will be the Annuity Commencement Date. The Annuity Commencement Date may not be more than 60 days after the date of the Contractholder's report. If MetLife receives the report less than 30 days before the date reported as the Annuity Commencement Date, MetLife will have the right to make the Annuity Commencement Date the first day of the month next following the date reported by the Contractholder. (b) The amount to be applied as a Stipulated Payment to buy the annuity. (c) The form of annuity to be bought. (d) The name, sex, date of birth and any other relevant data for each annuitant. 5.2 Stipulated Payments Stipulated Payments are the amounts required to buy annuities under this Contract. As of the Issue Date, the Stipulated Payments to buy annuities are those set forth in Section 7. MetLife may change such Stipulated Payments on the first anniversary of the Issue Date and at any time thereafter. No such change will be made within one year of any previous change. MetLife will give the Contractholder at least 90 days notice of any change in Stipulated Payments. 5.3 Certificates MetLife will issue to the Contractholder, for delivery to each annuitant, a certificate outlining the benefits payable under the annuity. Any certificate or certificate rider issued under this Contract that contains MetLife's name in the space provided for execution thereof will be Form G.2440K 12 14 Section 5.3--Continued considered as certified by MetLife as fully as if the signature of one of its officers appeared in such space. 5.4 Misstatements* If the age or sex or any other relevant fact relating to any annuitant is found to be misstated, MetLife will not pay a greater amount of annuity than that provided by the actual Stipulated Payment and the correct information. Any overpayment or underpayment of an annuity will, together with interest, be deducted from or added to, respectively, future annuity payments. The interest rate will be that used to determine the Stipulated Payment. *SEE ENDORSEMENT FORM G.7812-28 Form G.2440K 13 15 Section 6. General Provisions 6.1 Participation; Dividends This Contract is a participating contract except that the financial experience of annuities bought under this Contract will not be considered in determining this Contract's financial experience. MetLife will determine annually any dividend to which this Contract may be entitled. However, in view of the manner in which MetLife determines the rates of interest credited under this Contract on amounts in the Plan Reserve Account, MetLife does not anticipate that this Contract will be entitled to any dividend. Any dividend will be paid to the payee the Contractholder names. 6.2 Entire Contract This Contract is the entire contract between the parties. The Contractholder's statements will be deemed representations and not warranties. No sales representative or other person, except an authorized officer of MetLife, may make or change any contract or make any binding promises about any contract on behalf of MetLife. Any amendment, modification or waiver of any provision of this Contract will be in writing and may be made effective on behalf of MetLife only by an authorized officer of MetLife. It is intended that this Contract's provisions will be fairly construed and applied in accordance with its terms, and will not be strictly construed against either the Contractholder or MetLife. 6.3 Assignment or Alienation No amounts payable under this Contract may be assigned or encumbered and, to the extent permitted by law, no amount payable under this Contract will be subject to legal process or attachment for payment of any claim against any payee. This Contract may not be assigned to any person except the Plan sponsor or a trustee of the Plan; however, if the Plan is consolidated or merged with another plan or if the assets and liabilities of the Plan are transferred to another plan, this Contract may be assigned to the plan sponsor or trustee of such other plan. Form G.2440K 14 16 6.4 Liability for Payments MetLife has no obligation to inquire as to the authority of any payee to receive any payments made under this Contract or to inquire into or see to the payee's application of any amounts so paid. 6.5 Communications; Payments All communications between the Contractholder and MetLife provided for in this Contract will be in writing. For this purpose MetLife's address is its Home Office at One Madison Avenue, New York, New York 10010-3690. The Contractholder will state its address to MetLife. All payments to MetLife under this Contract are payable at its Home Office. Any communication or payment may be made for the Contractholder by a party or parties the Contractholder names to act on its behalf. MetLife will report to the Contractholder the amount in the Plan Reserve Account. Such reports will be made monthly. 6.6 Information to be Furnished The Contractholder will furnish all information and documents that MetLife may reasonably require to determine its rights and duties under this Contract and to otherwise administer this Contract in accordance with its terms. 6.7 Termination of Contract This Contract will cease upon MetLife's and the Contractholder's fulfillment of all their duties and obligations hereunder. Form G.2440K 15 17 Section 7. Stipulated Payments The Stipulated Payment for an annuity is the amount from the appropriate schedule below for each $1 of monthly annuity payment, plus $300 and plus any applicable tax. (A) LIFE ANNUITY -- Payable on the first day of each month from the date of purchase to the first day of the month in which the annuitant dies.
Annuitant's Amount per $1 Monthly Exact Age Annuity Payment ----------- --------------------- 55 $212.44 60 188.22 65 162.33
Edition B (Unisex) (B) JOINT AND SURVIVOR ANNUITY -- Payable on the first day of each month from the date of purchase to the first day of the month in which the second of the annuitants dies.
Annuitants' Exact Ages ------------------------- Primary Survivor Amount per $1 Monthly Annuitant Annuitant Annuity Payment --------- --------- --------------------- 55 60 $239.73 60 65 216.25 65 65 201.68
Edition B (Unisex) On request MetLife will furnish values for ages and forms of annuity not shown. Also, if at the time an annuity is bought MetLife makes it available on more favorable values under contracts in the class to which this Contract belongs, then such more favorable values will be applicable. Form G.2440K 16 18 [LOGO] METROPOLITAN LIFE INSURANCE COMPANY A Mutual Company Incorporated in New York State One Madison Avenue New York, New York 10010-3690 Group Annuity Contract No. 13380 issued to Trustees of Allen-Bradley Employee Savings Plan Trust is hereby endorsed as follows effective November 18, 1992: Notwithstanding any provision of the Contract to the contrary, MetLife will make no adjustment in an annuity on account of a misstatement of sex. This endorsement is attached to and made part of the Contract. Metropolitan Life Insurance Company /s/ NICHOLAS D. LATRENTA /s/ T. A. BURGER ------------------------------- Nicholas D. Latrenta Registrar Vice President and Secretary March 25, 1993 ------------------------------- Date New York, N.Y. ------------------------------- City and State Form G.7812-28 EX-4.E.3 8 ROCKWELL INTER. 1 EXHIBIT 4-e-3 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA [THE PRUDENTIAL LOGO] Contract-Holder: TRUSTEE OF THE ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN TRUST in connection with the Allen-Bradley Employee Savings Plan for Salaried Employees, Allen-Bradley Employee Savings Plan for Hourly Employees and Allen-Bradley Employee Savings Plan for IAM Union Employees (in this Contract, all plans are the "Plan".) - -------------------------------------------------------------------------------- Jurisdiction: Group Pension Annuity Contract No.: Wisconsin GA-7157 - -------------------------------------------------------------------------------- Pages Attached: Effective Date of Contract: 1, 2, 3, 4, 5, 6, 7, 8, 9 December 1, 1991 Specification Sheet - -------------------------------------------------------------------------------- This Contract sets forth the terms and conditions that apply to the amounts received under it. It provides for crediting interest and repaying the amounts, including credited interest, and an option to purchase annuities. TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY EMPLOYEE SAVINGS PLAN TRUST OF AMERICA 1201 South Second Street c/o The Prudential Asset Management Milwaukee, Wisconsin 53204 Company, Inc. 71 Hanover Road Florham Park, New Jersey 07932 By: President ------------------------------- Title: Date: Secretary ----------------------------- Attest: ----------------------------- Date: ------------------------------- [Signature lines stamped SPECIMEN] GPA-200-90 19080 2 ARTICLE I. ACCOUNT AND SUB-ACCOUNTS; ADDITIONS; INTEREST CREDITED; EXPENSE CHARGES: 1.1 Account and Sub-Accounts; Additions; Interest Credited: Prudential will maintain an Account to record the total amounts held under this Contract. Prudential will maintain a Sub-Account to record separately the amount held under this Contract in accordance with each Sub-Account Specification Sheet which is agreed to by Prudential and the Contract-Holder and made a part of this Contract. The Contract-Holder will promptly remit to Prudential for addition to a Sub-Account the amounts as set forth in the Specification Sheet for that Sub-Account. Other amounts may be added to a Sub-Account with Prudential's consent. Each amount will be added to a Sub-Account on the day Prudential receives it. No amounts which arise as the result of the following may be added to the Account: - a change in the Plan, - a change in the investment mix of an investment choice under the Plan, - or the addition of a subsidiary or a group of employees during any time period in which amounts are being remitted to a Sub-Account, as specified in a Specification Sheet, which is likely to increase the amounts which may be directed to the Plan's fixed income fund and, in Prudential's opinion, result in a material and adverse financial effect on Prudential. Prudential may waive this restriction as to any change or addition, but the Contract-Holder is not obligated to commit such increase in amount to the Account. Also, no amounts may be added to the Account if the Plan ceases to meet the requirements for qualification under the Federal Internal Revenue Code. A Plan change required so that the Plan will continue as a plan meeting the requirements for qualification under the Federal Internal Revenue Code will not be considered as one having a material financial effect on Prudential. At the end of any day the amount of each Sub-Account is equal to the addition(s) to the Sub-Account plus credited interest, less the amounts withdrawn from it. Prudential will credit interest to the Sub-Account at the effective annual rate of interest set forth in the applicable Specification Sheet. Interest is credited at the end of each day on the amount of the Sub-Account at the end of the preceding day. The amount of the Account at the end of any day is equal to the total of the amounts of all Sub-Accounts in effect under this Contract. GPA-200-90 -1- 3 1.2 Expense Charges: If the interest rate shown in the applicable Specification Sheet is a net rate, no daily expense charge will be made by Prudential. If it is not a net rate, a daily expense charge will be made by Prudential as described below. Prudential makes a daily expense charge for each day that the Sub-Account is greater than zero. Prudential deducts the charge before any other withdrawal on the same day. The charge is a percentage of the amount of the Sub-Account on the preceding day. Such percentage is specified in the applicable Specification Sheet. Instead of making daily deductions, Prudential may deduct the charges from time to time. However, the amount of the Sub-Account will be determined as though daily deductions had been made. The Contract-Holder may elect to pay all or part of the charges to Prudential instead of having them deducted from the Sub-Account. If the Contract-Holder elects to pay the charges, Prudential will bill the Contract-Holder for the charges from time to time. If such expenses are not paid within thirty days after a bill for them has been delivered to the Contract-Holder, the charges will be deducted from the Sub-Account. The daily expense charge referred to above (or, if applicable, the daily expense charge considered in determining the net interest rate shown) includes a specified maximum number of transactions (additions and withdrawals) from the Sub-Account, as described in the applicable Specification Sheet, in any year beginning on the effective date of the Sub-Account or an anniversary of that date. If the total transactions exceeds the specified number in any of these years, Prudential will, following the end of that year, bill the Contract-Holder for the additional transactions at the transaction cost specified in the applicable Specification Sheet. If such expenses are not paid within thirty days after a bill for them has been delivered to the Contract-Holder, the charges will be deducted from the Sub-Account. GPA-200-90 -2- 4 ARTICLE II. WITHDRAWALS: 2.1 Participant-Initiated Withdrawals: The Contract-Holder will withdraw amounts from a Sub-Account to honor requests for payments from the Plan's fixed income fund made by Plan participants pursuant to the terms of the Plan. The withdrawals from a Sub-Account in accordance with this section will only occur before the last Scheduled Withdrawal (see section 2.2) from that Sub-Account. The amount that will be withdrawn during the period that additions are being made to a Sub-Account as set forth in the Specification Sheet for that Sub-Account, will be equal to the lesser of the amount of the Sub-Account and the payments from the Plan's fixed income fund. Thereafter, the Contract-Holder will request a withdrawal from that Sub-Account only if the amount to be paid from the Plan's fixed income fund exceeds the amounts added to it after the end of that period, including any amounts arising from maturing guaranteed investment contracts on and after the end of that period, which are held by the Contract-Holder with respect to the Plan. The amount of the withdrawal will be equal to the lesser of the amount of such excess and the amount of that Sub-Account. The Contract-Holder will give prompt notice to Prudential of each withdrawal. The amount withdrawn will be paid to the Contract-Holder within five Business Days after Prudential receives the notice. ("Business Day" is a day on which the principal office of Prudential in Newark, New Jersey, is open for business.) If any of the following events occur, withdrawals which, in Prudential's good faith judgment, would not have occurred except for that event happening, will not be made, unless agreement can be reached as follows. Prudential and the Contract-Holder will make a good faith effort to reach an agreement (including, but not limited to, reducing the interest rate specified in section 1.1, subjecting the excess withdrawals to a market value adjustment or modifying the Scheduled Withdrawals described in section 2.2) to permit these withdrawals on a basis which will mitigate any material and adverse effect on Prudential. The events are: - a Plan change that reasonably can be expected to alter materially the amounts to be directed out of the Plan's fixed income fund. (A Plan change required so that the Plan will continue as a plan meeting the requirements for qualification under the Federal Internal Revenue Code will not be considered as one expected to alter materially the direction of amounts.) - the addition to, or elimination from, the Plan of an investment choice that reasonably can be expected to alter materially the amounts directed out of the Plan's fixed income fund. - a change in the investment mix of an investment choice under the Plan that reasonably can be expected to alter materially the amounts directed out of the Plan's fixed income fund. - a change in the withdrawal method that reasonably can be expected to alter materially the amounts directed out of the Plan's fixed income fund. GPA-200-90 -3- 5 Upon complete or partial termination of the Plan, the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), or closing or sale of a subsidiary, employing unit or affiliate not covered under the next paragraph, any payments resulting from withdrawals for such events which are in excess of 20% of the amount of each Sub-Account will be equal to the lesser of the book value and the market value of the amount withdrawn. The market value of such excess amount will be equal to: N A x [(1 + i )/(1 + i + .0075)] c w where, A is the portion of the Sub-Account to be withdrawn which is subject to a market value adjustment. i is the yield to maturity (expressed as a decimal fraction) of the c most recently issued "on the run" Treasury bill, note or bond with a duration equal to the duration of the Sub-Account on the date the offer was accepted, as quoted in the Wall Street Journal on the Business Day after the date the offer was accepted. If there is no bill, note or bond with such a duration, then appropriate linear interpolation will be made to derive the corresponding yield. i is the yield to maturity of a Treasury bill, note or bond with a w duration equal to the remaining duration of the Sub-Account as quoted in The Wall Street Journal on the Business Day preceding the day the withdrawal becomes effective. N is the remaining duration of the Sub-Account on the day preceding the day the withdrawal becomes effective expressed to four decimal places. For the purpose of applying this paragraph, (i) the 20% limitation applies in total to all such events which occur in each annual period beginning on the effective date of the Sub-Account or an anniversary thereof and (ii) the amount of the Sub-Account shall be determined as of the effective date of the Sub-Account or the anniversary thereof preceding the date of the applicable event. However, if any of these events occurs in the period beginning on the effective date of the Sub-Account and ending on the day before the anniversary of such effective date, the amount of the Sub-Account for the purpose of applying the 20% limitation will be based on the amount of additions which are expected to be made to the Sub-Account in that period. If any employing unit, subsidiary, or affiliate participating in the Plan is sold or terminates its relationship with the Contract-Holder while an amount attributable to such a group remains in a Sub-Account, Prudential will, subject to Prudential's review and acceptance of the applicable plan, issue a similar but separate contract on that group's behalf. That portion of the Sub-Account (as determined by the Contract Holder) which is attributable to the affected group will be transferred at book value by Prudential to the separate contract. Such GPA-200-90 -4- 6 transfer will be in full settlement of Prudential's liability under this Contract for the amount(s) attributable to the affected group. The terms of the contract to be issued to such group will be consistent with the terms of this Contract, except that there will be an additional one-time issue charge of $2000 due Prudential for each Sub-Account under that contract. Prior to Prudential's issue of a separate contract as described in this paragraph, the Contract-Holder will submit to Prudential, for Prudential's review and acceptance, an up-to-date copy of the plan to be covered by the contract. Prudential will accept such plan for underwriting if its terms are substantially the same as the terms of the Plan previously submitted to Prudential in connection with the issue of the latest Sub-Account. 2.2 Scheduled Withdrawals and Contingency Withdrawals: Prudential will withdraw amounts from each Sub-Account in accordance with the schedule specified in the applicable Specification Sheet. In addition to the scheduled withdrawals, Prudential will make a contingency withdrawal from a Sub-Account if specified in the applicable Specification Sheet. On the date of each withdrawal Prudential will, unless the Contract-Holder requests otherwise, make a transfer payment of the amount withdrawn. The Contract-Holder may request, at least 30 days before the date on which a withdrawal is to be made, that the transfer payment not be made. If the Contract-Holder makes this request, the following will apply: (1) the amount withdrawn will be held in an account under this Contract and credited with interest at an effective annual rate specified by Prudential in a notice to the Contract-Holder at least ten Business Days before the date of the withdrawal, and (2) on the fifth anniversary of the withdrawal date, Prudential will withdraw the amount of the account to provide a single sum transfer payment. The interest rate to be credited in accordance with item (1) will be not less than the yield on U.S. Treasury securities with a period to maturity of five years, less 0.50%. This yield will be the latest yield for five year constant maturities published by the Federal Reserve Board. The Contract-Holder may rescind the request that a transfer payment not be made. Notice of rescission must be given to Prudential five or more Business Days before the date on which a withdrawal is to be made. The procedure described in the preceding two paragraphs will be repeated at the end of each five year period until no amount remains under this Contract or, if earlier, the 25th anniversary of the effective date of the Sub-Account. Any transfer payment to be made in accordance with this section will be made to the Contract-Holder or to any payee named by the Contract-Holder who is a funding agent for the Plan. GPA-200-90 -5- 7 If the day of any withdrawal described in this section is not a Business Day, the withdrawal will be made on the next Business Day. Interest will be credited to the withdrawal amount at the effective annual rate then being credited to the Sub-Account for the number of days from the withdrawal day to the Business Day of withdrawal. GPA-200-90 -6- 8 ARTICLE III. ANNUITY OPTION: The Contract-Holder may, at its election, purchase an annuity under this Contract to fund the payment of any pension under the Plan. The annuity may be in any payment form Prudential is then selling except that it may not be a variable annuity. Prudential will issue a certificate describing the annuity's payment terms. If the age of any person receiving annuity payments hereunder is found to be misstated, the amount of such payments will be changed based on the correct information without changing the date of first payment of such annuity. If the information results in an increase, the extra amount due will be paid when the records are corrected. If the change results in a decrease, the extra amount paid will be deducted from later payments. The annuity purchase price will be paid by a withdrawal from the amounts held under this Contract. Any such withdrawal from a Sub-Account on or before the last Scheduled Withdrawal from that Sub-Account will be made on the same basis as withdrawals under section 2.1. For any such withdrawals after that date, or from an account established pursuant to subsection 2.2(1) before that date, the amount applied to purchase the annuity will be equal to the smaller of the book value and the market value of sufficient future contractual payments to provide the purchase price. To determine its book value, each such payment will be discounted to the annuity purchase date at the interest rate specified in the notice described in subsection 2.2(1). To determine its market value, each such payment will be discounted to the annuity purchase date at the interest rate equal to the sum of 1.0% and the yield on the annuity purchase date of U.S. Treasury securities with a period to maturity equal to the period to the due date of such payment. Withdrawals to purchase annuities may be made at any time while any amount remains under this Contract. The purchase price of each annuity will be determined on the basis of assumptions as to future interest rates, mortality rates, and expenses related to the annuity. The mortality rates and expenses will be determined on the same basis as that used by Prudential for its non-participating group maturity funding contracts on the Effective Date of the applicable Sub-Account(s). The interest rate used to determine the purchase price will be not less than the yield on U.S. Treasury securities maturing ten years from the date on which the withdrawal is made, less 0.75%. This yield will be the latest yield for ten year constant maturities published by the Federal Reserve Board. GPA-200-90 -7- 9 ARTICLE IV. GENERAL TERMS: Any of the officers of Prudential named below may act for it. Chairman of the Board and Vice Chairman Chief Executive Officer Vice President President Assistant Secretary Secretary The Contract-Holder will name its representative(s) who may act for it. The Contract-Holder and Prudential may agree in writing to change this Contract in any way at any time. Communications between the Contract-Holder and Prudential will be in writing to their addresses shown on the signature page. Each may substitute a different address. Neither this Contract nor any payments payable under it may be assigned by the Contract-Holder. The Contract-Holder will give Prudential a copy of - the Plan in effect on the Effective Date of this Contract and the Effective Date of each later Sub-Account, - each later Plan change on or before the date the Plan change is announced to Plan participants, or, if earlier, before the date the change takes effect, - Form 5310 if an application is filed with the Internal Revenue Service for partial or complete termination of the Plan or for merger, consolidation or transfer of the Plan's assets, and - any written description of this Contract prepared for Plan participants, before the date it is released. Prudential may require that the Contract-Holder provide reasonable proof - of the terms of the Plan then in effect, - that any addition to or withdrawal from a Sub-Account is being made pursuant to the terms of this Contract. Dollars and cents refer to currency of the United States of America. If there is no payee to accept a payment due under this Contract, Prudential will hold the payment until a proper payee is determined. No interest will be credited on the payment or payments being so held. If the Contract-Holder does not promptly determine a proper payee, Prudential will do so. A determination by Prudential will be conclusive. Any payment paid to a payee so determined will fully discharge Prudential's liability for that payment. GPA-200-90 -8- 10 ARTICLE V. ENTIRE CONTRACT: This document and the Sub-Account Specification Sheets which are agreed to and made a part of the Contract constitute the entire group pension annuity contract. This Contract will be construed under the laws of the jurisdiction shown on the signature page. ARTICLE VI. TERMINATION: This Contract will terminate when the last payment it provides for has been made. GPA-200-90 -9- 11 SUB-ACCOUNT SPECIFICATION SHEET FOR SUB-ACCOUNT NO. 7157-211 The terms which apply to this Sub-Account are stated below. All terms are applied in accordance with the other provisions of this Contract. Contract Number: GA-7157 Accounting Number: 7157-211 Effective Date: December 1, 1991, pursuant to offer accepted on November 19, 1991. Amount to be Remitted: 100% of the amounts that Plan participants direct to the Plan's fixed income fund from December 1, 1991 through November 30, 1992. $25,459,415.46 on January 6, 1992 representing maturing proceeds of a prior contract. Effective Annual Rate of Interest: 5.91% Daily Expense Charge: None. The interest rate shown above is net of the expenses of this Sub-Account. Maximum Number of Transactions Per Year without Transaction Cost: 24 Additional Transaction Cost: $50 per transaction in excess of the above Maximum Number of Transactions for this Sub-Account. Scheduled Withdrawals: On May 30, 1994, the remaining amount of the Sub-Account as of that day. Contingency Withdrawal: Not Applicable. Changes: Not Applicable TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY EMPLOYEE SAVINGS PLAN TRUST OF AMERICA President Secretary By: Attest: ------------------------- ------------------------ Title: Date: Date: ------------------------- ------------------------ GPA-200-90 Sub-Account No. 7157-211 12 SUB-ACCOUNT SPECIFICATION SHEET FOR SUB-ACCOUNT NO. 7157-212 The terms which apply to this Sub-Account are stated below. All terms are applied in accordance with the other provisions of this Contract. Contract Number: GA-7157 Accounting Number: 7157-212 Effective Date: December 1, 1993, pursuant to offer accepted on November 23, 1993. Amount to be Remitted: 100% of the amounts that Plan participants direct to the Plan's fixed income fund from December 1, 1993 through September 30, 1994. Effective Annual Rate of Interest: 5.32% Daily Expense Charge: None. The interest rate shown above is net of the expenses of this Sub-Account. Maximum Number of Transactions Per Year without Transaction Cost: 24 Additional Transaction Cost: $50 per transaction in excess of the above Maximum Number of Transactions for this Sub-Account. Scheduled Withdrawals: On November 30, 1997, Prudential will withdraw the remaining amount of the Sub-Account as of that day. Contingency Withdrawal: Not applicable. Changes: The following change applies to Sub-Account 7157-212 and all prior and subsequent Sub-Accounts established under this Contract, effective December 1, 1993: The third phrase of the fourth paragraph of section 2.1 is deleted and replaced by the following: "- a change in the investment mix of an investment choice under the Plan (including a change in the investment mix of the fixed income fund such as the addition of marketable securities to the fixed income fund) that reasonably can be expected to alter materially the amounts directed out of the fixed income fund." The following changes apply to Sub-Account 7157-212 and all subsequent Sub- Accounts established under this Contract, effective December 1, 1993: GPA-200-90 Sub-Account No. 7157-212 13 The following phrase is added as the fifth phrase of the fourth paragraph of section 2.1: "- the distribution of communication material to Plan participants that reasonably can be expected to alter materially the amounts directed out of the fixed income fund. Communication material that is designed to provide Plan participants with information about investment choices available under the Plan which will enable them to make fully informed investment decisions to assure compliance with fiduciary responsibility rules under federal law will not be considered to alter materially the direction of amounts. This includes communication material that provides a fair and accurate description of the risk and reward characteristics of the investment choices under the Plan." The following paragraph is added to section 2.1 of the Contract following the fifth phrase of the fourth paragraph. "In addition, Prudential reserves the right to ignore any Plan change, or other action initiated by the Contract-Holder or Plan sponsor, which results in a significant reduction in the amount of participant-initiated withdrawals requested from the fixed income fund." The following phrase is added as the fifth phrase of the fifth paragraph of Article IV of the Contract: "- any communication material distributed to Plan participants relating to the investment choices available under the Plan. If the Contract-Holder is other than the Plan sponsor, the Contract-Holder will make a reasonable and good faith effort to obtain such communication material from the Plan sponsor." TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY EMPLOYEE SAVINGS PLAN TRUST OF AMERICA By: /s/ GENE R. STEVENS /s/ ROBERT C. WINTERS -------------------------------- Title: Trustee Chairman of the Board and Chief Executive Officer Date: 5/2/94 /s/ DOROTHY K. LIGHT ------------------------------ Secretary Attest: /s/ ARTHUR S. HELLER ----------------------------- Date: May 23, 1994 ------------------------------- GPA-200-90 Sub-Account No. 7157-212 14 SUB-ACCOUNT SPECIFICATION SHEET FOR SUB-ACCOUNT NO. 7157-213 The terms which apply to this Sub-Account are stated below. All terms are applied in accordance with the other provisions of this Contract. Contract Number: GA-7157 Accounting Number: 7157-213 Effective Date: May 31, 1994, pursuant to offer accepted on May 26, 1994. Amount to be Remitted: - 100% of the amounts that Plan participants direct to the Plan's fixed income fund from October 1, 1994 through November 30, 1995, plus - $37,679,699.22 on May 31, 1994, representing the maturing proceeds of Sub-Account No. 7157-211 under Prudential Insurance Company of America Group Pension Annuity Contract No. GA-7157. If net additions (additions to this Sub-Account, less withdrawals from this Sub-Account pursuant to section 2.1) do not total at least $30,000,000 on November 30, 1995, the Contract-Holder will remit an amount on November 30, 1995, from the maturing proceeds of a prior guaranteed investment contract, equal to the difference between $30,000,000 and such net additions. If net additions exceed $30,000,000 on November 30, 1995, Prudential will make a contingency withdrawal as described below on this Specification Sheet. Effective Annual Rate of Interest: 6.84% Daily Expense Charge: None. The interest rate shown above is net of the expenses of this Sub-Account. Maximum Number of Transactions Per Year without Transaction Cost: 24 Additional Transaction Cost: $50 per transaction in excess of the above Maximum Number of Transactions for this Sub-Account. Scheduled Withdrawal: On March 31, 1998, Prudential will withdraw the remaining amount of the Sub-Account as of that day. Contingency Withdrawal: If net additions exceed $30,000,000 on November 30, 1995, Prudential will withdraw from this Sub-Account on or as soon as practical after November 30, 1995, an amount equal to the difference between such net additions and $30,000,000. GPA-200-90 15 Changes: Not Applicable. TRUSTEE OF THE ALLEN-BRADLEY THE PRUDENTIAL INSURANCE COMPANY EMPLOYEE SAVINGS PLAN TRUST OF AMERICA By: /s/ GENE R. STEVENS /s/ ROBERT C. WINTERS -------------------------------- Title: Chairman of the Board and Chief Executive Officer Date: /s/ DOROTHY K. LIGHT ------------------------------ Secretary Attest: /s/ ROBERT S. ZIEGLER ----------------------------- Date: July 13, 1994 ------------------------------- GPA-200-90 Sub-Account No. 7157-213 EX-4.E.4 9 ROCKWELL INTER. 1 [JOHN HANCOCK LOGO] Exhibit 4-e-4 John Hancock Place, P.O. Box 111, Boston, MA 02117 - ----------------------------------------------------------------- CONTRACT HOLDER: FIRST INTERSTATE BANK AS TRUSTEE OF THE ALLEN-BRADLEY SAVINGS PLANS (ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES, ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES AND ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES) EFFECTIVE DATE: NOVEMBER 30, 1995 GROUP ANNUITY CONTRACT NUMBER: 8384 GAC - ------------------------------------------------------------------ The Contract is issued in consideration of the Application and payment of Contributions by the Contract Holder. The Contract is delivered in and is subject to the laws of the State of California. This page, the Application, the Confirmation Letter, and the following pages constitute the entire Contract which is agreed to by the Contract Holder and the John Hancock. Signed for the John Hancock at Boston, Massachusetts Countersigned by ____________________________ on Registrar Modified Term Accumulation Guarantee Fund Nonparticipating/Unallocated Guaranteed Benefit Sub Account Plan Reference CA 1 MTA 8384 GAC [JOHN HANCOCK LOGO] 2 TABLE OF CONTENTS Page I. CONTRACT SPECIFICATIONS............................. 1 II. FUND PROVISIONS A. Contributions.................................... 3 B. Interest......................................... 3 C. Expenses......................................... 4 D. Participant Withdrawals.......................... 4 E. Scheduled Repayment of the Fund.................. 5 F. Unscheduled Transfers............................ 6 III. GENERAL PROVISIONS A. Annuities........................................ 7 B. Assignment of Contract........................... 7 C. Information to be Furnished...................... 8 D. Modification of Contract......................... 8 E. Guaranteed Benefit Sub Account................... 8 F. Nonwaiver of Contract Provisions................. 8 G. Termination of Contract.......................... 8 H. Severability..................................... 8 I. Miscellaneous.................................... 8 IV. CONTRACTUAL TERMS................................... 9 APPLICATION FOR GROUP ANNUITY CONTRACT 3 I. CONTRACT SPECIFICATIONS CONTRACT HOLDER: First Interstate Bank as Trustee of the Allen-Bradley Savings Plans (Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Allen- Bradley Employee Savings Plan for Represented Hourly Employees) PLAN: Allen-Bradley Savings Plans (Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen- Bradley Savings and Investment Plan for Hourly Employees and Allen-Bradley Employee Savings Plan for Represented Hourly Employees) EMPLOYER: Allen-Bradley CONTRIBUTION PERIOD: December 1, 1995 to November 30, 1996 CONTRIBUTIONS: $57,000,000 will be paid to the John Hancock on December 1, 1995. 100% of Participant directed contributions to the GIC Fund, estimated to be $18,000,000 in total, net of withdrawals, will be paid to the John Hancock on a monthly basis beginning on December 1, 1995 and ending on November 30, 1996. If on November 30, 1996 total Contributions, less withdrawals, are less than $75,000,000, the shortfall will be payable on December 2, 1996. If on November 30, 1996 total Contributions, less withdrawals, are more than $75,000,000, the excess will be returned to the Contract Holder on December 2, 1996. INVESTMENT OPTIONS: GIC Fund (guaranteed investment contract) Diversified (equity) Fund Fixed Income Fund (Money Market) Intermediate Government Bond Fund (5 year maturity) 1 4 I. CONTRACT SPECIFICATIONS - CONTINUED INVESTMENT OPTION TRANSFER PROVISIONS: Participants may not at any time transfer funds in or out of the GIC Fund, with the exception of reallocating maturing contracts. GUARANTEE EXPIRATION DATE: March 31, 1999 REPAYMENT SCHEDULE: Repayment of the Fund will be in a lump sum on the Guarantee Expiration Date. 2 5 II. FUND PROVISIONS A. CONTRIBUTIONS Contributions will be paid to the John Hancock as indicated in the Contract Specifications. Each recurring Contribution is due and payable to the John Hancock within thirty days after its receipt by the Contract Holder. The following will not be considered to be Contributions under the Contract and may be returned, unless mutually agreed upon by the Contract Holder and the John Hancock: 1. any amounts received in excess of the Contributions or prior to the date(s) indicated in the Contract Specifications; or 2. any amounts received as a result of a change in the operation of the Plan, by amendment or practice; or 3. any amounts received after the Contract Holder or Employer has not provided the John Hancock with a requested copy of a Participant Communication or resulting from a Participant Communication which the John Hancock determines is designed to influence Participants to transfer funds into the Contract; or 4. any amounts received as a result of a merger or acquisition by the Employer. 5. any amounts received from the liquidation of Employer stock in connection with an offer to acquire, or acquisition of, any equity interest of the Employer. The Contract Holder may discontinue Contributions at any time. In such event, the Contract Holder will be liable to the John Hancock for investment losses, if any, the John Hancock may incur as a result of nonpayment of any Contributions. The amount of the investment losses will be determined in accordance with uniform procedures established by the John Hancock for contracts of this class as described in the Confirmation Letter. A statement of the applicable procedures will be provided to the Contract Holder upon request. B. INTEREST From the date of deposit to the day preceding the Guarantee Expiration Date, the John Hancock will credit the daily equivalent of the Net Guaranteed Interest Rate on the ending balance in the Fund each day, including any Contributions, less any transfers and withdrawals. 3 6 II. FUND PROVISIONS - CONTINUED C. EXPENSES The John Hancock will bill the Contract Holder for any special Services performed under the Contract. Such special Services must be requested by the Contract Holder in writing. If the expense charge is not paid within thirty-one days of the date of billing, it will be deducted from the Fund. If a scheduled or unscheduled transfer is made, any outstanding expenses which have been billed to the Contract Holder will be deducted from the amount to be transferred. D. PARTICIPANT WITHDRAWALS The Contract may be utilized to pay Participant withdrawals. When the Contract Holder requests in writing a withdrawal from the Fund, the John Hancock will transfer the amount to the Contract Holder, subject to the following: 1. The transfer will be made within two business days of receipt of written notice or on the date specified in the notice, if later. However, the John Hancock may take up to ten business days for bulk payments and thirty business days for payment to individual Participants. 2. Withdrawals will be made on behalf of a Participant in the event of retirement, death, disability, termination of employment, involuntary layoff, in-service withdrawals, loans, age 59 1/2, hardship, or due to a Participant's investment election to transfer any portion of his Participant's Account to the Investment Option(s) indicated in the Contract Specifications, in accordance with the Investment Option Transfer Provisions. 3. During the Contribution Period, any amounts to be withdrawn from the GIC Fund will be made from the Fund. The withdrawal will not be greater than the balance in the Fund. After the Contribution Period, a request for a withdrawal from the Fund will be recognized provided that the cash flow and all assets of the GIC Fund, established after the Contribution Period of the Contract, have been exhausted on a last-in, first-out basis. If, however, a Participant elects to withdraw any portion of his Participant's Account as a result of any of the events listed below, the withdrawal will be considered to be initiated by the Contract Holder. If the withdrawal will adversely affect the John Hancock's financial experience under the Contract, the John Hancock reserves the right to apply a transfer adjustment factor, determined in accordance with the Unscheduled Transfers section, to the amount to be transferred. 4 7 II. FUND PROVISIONS - CONTINUED 4. The withdrawal is a result of a Participant Communication, which in the reasonable judgment of the John Hancock is designed to induce Participants to make a withdrawal from the Fund, or the withdrawal occurs after the Contract Holder or Employer has not provided the John Hancock with a requested copy of a Participant Communication. 5. An additional investment option has been established or the investment policy of an Investment Option has been modified without the written consent of the John Hancock. 6. A new pension plan has been established by the Employer covering Participants in the Plan. 7. The operation of the Plan or any other pension plan of the Employer has been changed, by amendment or practice. 8. The withdrawal is due to a Contract Holder or Employer action which results in the transfer of Participants' Accounts. Actions include, but are not limited to, a merger, sale, spinoff, early retirement incentive, facility relocation, voluntary layoff (involving severance incentives), or a Plan termination which is not the result of financial hardship, such as a court ordered liquidation under applicable bankruptcy or insolvency statutes. If a clone contract is mutually agreed to by the Contract Holder and the John Hancock, the transfer to create the clone will be at book value. E. SCHEDULED REPAYMENT OF THE FUND The John Hancock will transfer the balance in the Fund to the Contract Holder in a single sum on the Guarantee Expiration Date, unless prior to such date the John Hancock has received written notice by the Contract Holder that the balance in the Fund is to be transferred to another insurance company, trustee or a new group annuity contract to be issued by the John Hancock. If the Guarantee Expiration Date falls on a nonbusiness day, the transfer of the Fund will be made on the business day preceding such date, with interest and any applicable expenses adjusted accordingly. If the Guarantee Expiration Date falls on the last business day of the calendar year, then the John Hancock may, upon appropriate notification to the Contract Holder, transfer the Fund on the first business day of the succeeding calendar year. Appropriate adjustments will be made to the interest and any applicable expenses. If the Contract Holder notifies the John Hancock of an objection within seven days of receipt of notification, the transfer will be made as originally scheduled. 5 8 II. FUND PROVISIONS - CONTINUED F. UNSCHEDULED TRANSFERS The Contract Holder may request an unscheduled transfer from the Fund in the event of a sale or spinoff of a group covered under the Plan when a clone contract cannot be arranged to the satisfaction of the Contract Holder and the John Hancock, or in the event that the operation of the Plan has significantly changed, as reasonably determined by the John Hancock. A request for a transfer for any other reason will be subject to the consent of the John Hancock and at terms mutually agreed upon between the Contract Holder and the John Hancock. The transferable balance is an amount equal to the balance in the Fund, or such lesser amount as may be requested, to be transferred on the transfer date, multiplied by a transfer adjustment factor. Any outstanding expenses which have been billed to the Contract Holder will reduce the balance in the Fund prior to the deduction of the transfer adjustment. A statement of the applicable procedures to determine the transfer adjustment factor will be furnished to the Contract Holder upon request. The transfer date will be the business day specified as the transfer date by the Contract Holder in a written notice, provided it is not less than ninety days after receipt of such notice by the John Hancock. 6 9 III. GENERAL PROVISIONS A. ANNUITIES The Contract Holder has the option to purchase annuities for Participants in the Plan who have retired. Any annuities to be purchased under the Contract will be established in accordance with current procedures of John Hancock for group annuity contracts of this class and may be in any form which is then being offered under contracts of this class. The rates applicable to purchase immediate annuities will be furnished by the John Hancock to the Contract Holder upon request. The John Hancock reserves the right to change the purchase rates for annuities at any time. The rates applicable to the purchase of immediate annuities for Participants will not be less favorable than rates based on the following assumptions: Mortality: The 1983 Group Annuity Mortality Table projected to the calendar year of purchase using Projection Scale H, with a six year age setback Interest: Age 50 and up - 3.00% Loading: 1.5% of gross premium, plus any applicable state premium tax Per Life Charge: $500 for each Participant for whom an annuity is purchased The John Hancock retains the right to limit the total amount of annuities which may be purchased under the Contract to that portion of the annuity represented by the ratio of the Participant's Account to the total value of the interest of the Participant under the Plan. If it is discovered that the age, sex, or any other relevant fact with respect to a Participant is erroneous, an adjustment will be made in the amounts withdrawn from the Fund on account of such Participant or in the annuities payable by the John Hancock on account of such Participant, or both. The John Hancock will not be liable to pay any greater annuity with respect to any payee than that which would be payable on the basis of the correct information and the actual amounts withdrawn from the Fund. B. ASSIGNMENT OF CONTRACT The Contract will not be assigned without the mutual written consent of the Contract Holder and John Hancock. 7 10 III. GENERAL PROVISIONS - CONTINUED C. INFORMATION TO BE FURNISHED The Contract Holder will provide or permit the John Hancock to obtain all financial statements and information which may reasonably be required in the administration of the Contract. The John Hancock has the right to rely upon such information and to act for the purposes of the Contract on the basis of such information. Where financial information is not certified by an independent accounting firm, the Contract Holder will permit the John Hancock, or its authorized representatives, at the John Hancock's expense, to inspect the statements, books and records of the Contract Holder relating to the Contract. D. MODIFICATION OF CONTRACT The Contract may be modified at any time by written agreement between the Contract Holder and the John Hancock. Only the President, a Vice President, the Secretary, or an Assistant Secretary of the John Hancock has authority on behalf of the John Hancock to modify or waive any of the provisions of the Contract. E. GUARANTEED BENEFIT SUB ACCOUNT The Guaranteed Benefit Sub Account is a pooled segment of John Hancock's General Investment Account under which guarantees of benefits or contract values are made. All monies under the Contract will be part of the general corporate funds of the John Hancock and will be assigned for investment purposes to the Guaranteed Benefit Sub Account. F. NONWAIVER OF CONTRACT PROVISIONS The failure of the Contract Holder or the John Hancock to perform or to insist upon the strict performance of any provision of the Contract will not constitute a waiver on the part of the Contract Holder or the John Hancock of its right to perform or to require the performance of such provision. G. TERMINATION OF CONTRACT The Contract will terminate upon John Hancock's fulfillment of all its duties and obligations arising under the Contract. H. SEVERABILITY Should one or more provisions of the Contract be held by any court to be invalid, void or unenforceable, the remaining provisions will continue in full force. I. MISCELLANEOUS All sums payable by the John Hancock will be payable from its Home Office in Boston, Massachusetts. 8 11 IV. CONTRACTUAL TERMS Contractual Terms as they are used or referenced in the Contract: CONTRACT HOLDER Contract Holder means the Contract Holder referenced in the Contract Specifications and any successor Trustee. The Contract Holder will act on behalf of the Employer in any matter pertaining to the Contract and each such act will be binding on the Employer. The Contract Holder will not be considered an agent of the John Hancock for any purpose under the Contract. EMPLOYER Employer includes each of its subsidiary, affiliated or associated companies which adopt the Plan prior to the Effective Date of the Contract. Any entity adopting the Plan on or subsequent to the Effective Date of the Contract will not be considered covered under the Contract without the written consent of the John Hancock. FUND Fund means the Modified Term Accumulation Guarantee Fund to which Contributions are credited and accumulated and which is adjusted by additions or withdrawals made in accordance with the Contract. PARTICIPANT Participant means any active, terminated or retired employee or the survivor or beneficiary of such employee who has an interest in the Plan. PARTICIPANT Participant Communication means any communication COMMUNICATION concerning investment election under the Plan which is prepared for delivery to Participants. Participant Communications which will induce Participants to transfer all or part of their accounts into or out of the Contract will not be delivered to Participants by the Contract Holder or the Employer. Upon request by the John Hancock, the Contract Holder or Employer agrees to furnish a copy of any Participant Communication within ten business days. Upon request, the John Hancock will review any proposed Participant Communication. 9 12 IV. CONTRACTUAL TERMS - CONTINUED PARTICIPANT'S Participant's Account means the contributions under ACCOUNT the Plan made in the Participant's behalf which have been credited to the Fund, together with credited earnings. PLAN Plan refers to the Plan as it is constituted on the Effective Date of the Contract. The John Hancock will be notified of any Plan amendment prior to its effective date, and will recognize any amendment that will not adversely affect the John Hancock's financial experience under the Contract. The determination will be made within ten business days of receipt of the proposed amendment by the John Hancock at its Home Office. SERVICES Services covered under the Contract include: - Installation - Contract drafting - General accounting services - Monthly fund statements - Annuity purchase facility - An aggregate total of 52 Fund transactions, deposits and withdrawals, during a calendar year; prorated if the Contract is in effect for less than twelve months. Additional transactions will be considered a special service, unless a pricing adjustment has been made. Examples of special services, subject to additional expense charges, are, but will not be limited to: - Maintenance of Participant records - Contract amendments - Lump sum payment to individual Plan Participants WRITTEN NOTICE The phrase "written notice" means, unless otherwise stated, a written notice received at the Home Office of the John Hancock in Boston, Massachusetts. 10 13 APPLICATION FOR GROUP ANNUITY CONTRACT TO BE ISSUED BY THE JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY First Interstate Bank as Trustee of the Allen-Bradley Savings Plans (Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Allen-Bradley Employee Savings Plan for Represented Hourly Employees) makes application to the John Hancock Mutual Life Insurance Company ("the John Hancock") for a group annuity contract ("the Contract"), subject to the following: It is agreed that this Application will be attached to and made a part of the Contract, and that said Contract will become effective as of November 30, 1995, the date Rockwell International Corporation accepted John Hancock's proposal. The Contract Holder represents that the bid specifications dated November 21, 1995, provided by Rockwell International Corporation, conform to and accurately represent the terms and provisions of the Plan, and acknowledges the Provisions Specific to John Hancock Contracts dated September 1, 1995. Any variance in the terms of the Plan from such specifications and Provisions will be ineffective for purposes of the Contract without the express written consent of the John Hancock. N/A is hereby designated as the N/A to receive any commissions payable by the Contract Holder on the Contract issued on this Application, provided that he is duly licensed as required by law. The Contract Holder authorizes the John Hancock to pay from the Fund any commission payable to the N/A. FIRST INTERSTATE BANK AS TRUSTEE OF THE ALLEN-BRADLEY SAVINGS PLANS (ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES, ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES AND ALLEN-BRADLEY EMPLOYEE SAVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES) By: --------------------- Title: --------------------- Date: --------------------- CA 2 MTA 8384 GAC Ed. 7/94 EX-5.A 10 ROCKWELL INTER. 1 ROCKWELL INTERNATIONAL CORPORATION World Headquarters 2201 Seal Beach Boulevard PO Box 4250 Seal Beach, CA 90740-8250 310.797.5362 Fax 310.797.5020 LOGO WILLIAM J. CALISE, JR. Senior Vice President General Counsel and Secretary February 5, 1996 Exhibit 5-a Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, CA 90740 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Rockwell International Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act") 250,000 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Shares") that may be issued in accordance with the Allen-Bradley Savings and Investment Plan for Hourly Employees (such plan as amended, the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinion hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any newly issued shares of the Common Shares delivered in accordance with the Plan will, when so delivered, be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to me under the caption "Legal Opinion" in the Prospectus relating to the offering of securities covered by the Registration Statement. I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware and the Federal laws of the United States. Very truly yours, William J. Calise, Jr. -----END PRIVACY-ENHANCED MESSAGE-----